Form 8-K/A (Amendment No. 1) Cartesian, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2015 Cartesian, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 7300 College Boulevard, Suite 302 Overland Park, Kansas (Address of principal executive office)(zip Code) (913) (Registrant s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Explanatory Note This Amendment No. 1 on Form 8-K/A ( Amendment ) is being filed to amend and supplement the Current Report on Form 8-K filed by Cartesian, Inc. (the Company ) with the Securities and Exchange Commission on July 23, 2015 (the Initial Form 8-K ), in order to include financial statements and pro forma financial information permitted to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K. As previously reported in the Initial Form 8-K, the Company acquired all of the outstanding capital stock of Farncombe France SARL, an entity formed under the laws of France, and Farncombe Technology Limited, a company incorporated and registered in England and Wales (which includes its wholly-owned subsidiary, Farncombe Engineering Services Limited, a company incorporated and registered in England and Wales) (collectively, the Farncombe Entities ). Farncombe Engineering Services Limited became a wholly-owned subsidiary of Farncombe Technology Limited immediately prior to the Closing of the acquisition of Farncombe Technology Limited by Cartesian. This Amendment provides the audited historical financial statements of the Farncombe Entities pursuant to Item 9.01(a) of Form 8-K and the unaudited pro forma financial information required by Item 9.01(b) of Form 8-K. Except for the filing of such financial statements, pro forma financial information and the accompanying consents of independent accountants, this Amendment does not modify or update the Initial Form 8-K. The aggregate amount of purchase consideration paid at the Closing of the acquisition of the Farncombe Entities consisted of cash in the amount of 654,093 pounds sterling (approximately US$1.0 million based on an exchange rate of 1.556= US$1.00 as of July 21, 2015) and 588,567 shares of Company Common Stock. Additional consideration is payable upon determination of the net working capital of the Farncombe Entities and is expected to equal at least 654,093 pounds sterling (approximately US$1.0 million based on an exchange rate of 1.556= US$1.00 as of July 21, 2015), and will be adjusted as provided in the Purchase Agreement based upon the relative amounts of the net working capital of the Farncombe Entities as of May 31, 2015 and as of Closing and as compared to the target amount of net working capital specified in the Purchase Agreement. Item 9.01 (a) Financial Statements and Exhibits. Financial statements of businesses acquired. The audited financial statements of Farncombe France SARL, an entity formed under the laws of France, Farncombe Technology Limited, a company incorporated and registered in England and Wales and Farncombe Engineering Services Limited, a company incorporated and registered in England and Wales for the year ended December 31, 2014 are attached hereto as Exhibit 99.2, 99.3 and 99.4, respectively and incorporated in their entirety herein by reference. The financial statements of Farncombe Technology Limited and Farncombe Engineering Services Limited were prepared in accordance with accounting principles generally accepted in the United Kingdom ( UK GAAP ) and the financial statements of Farncombe France SARL were prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board, both of which differ in certain respects from U.S. GAAP. The differences in accounting treatment between UK GAAP and IFRS, on the one hand, and U.S. GAAP, on the other hand, applicable to the Farncombe Entities are described in the notes to the unaudited pro forma combined condensed financial statements attached hereto as Exhibit 99.5.

3 (b) Pro forma financial information. The required pro forma combined condensed balance sheet as of July 4, 2015 and unaudited pro forma combined condensed statements of income for the fiscal year ended January 3, 2015 and the twenty-six weeks ended July 4, 2015 are attached hereto as Exhibit 99.5 and are incorporated in its entirety herein by reference. (d) Exhibits The following exhibits are filed as part of this Amendment. Exhibit Number Description 23.1 Consent of SVP Associates, Limited, Independent Public Accounting Firm, United Kingdom 23.2 Consent of Cabinet NAC, Independent Public Accounting Firm, France 99.2 Audited financial statements of Farncombe France SARL as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Audited financial statements of Farncombe Technology Limited as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Audited financial statements of Farncombe Engineering Services Limited as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Unaudited pro forma combined condensed balance sheet as of July 4, 2015 and unaudited pro forma combined condensed statements of income for the fiscal year ended January 3, 2015 and the twenty-six weeks ended July 4, 2015.

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 7, 2015 CARTESIAN, INC. By: /s/ Thurston K. Cromwell Thurston K. Cromwell General Counsel and Secretary

5 EXHIBIT INDEX Exhibit No. Description 23.1 Consent of Consent of SVP Associates, Limited, Independent Public Accounting Firm, United Kingdom 23.2 Consent of Cabinet NAC, Independent Public Accounting Firm, France 99.2 Audited financial statements of Farncombe France SARL as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Audited financial statements of Farncombe Technology Limited as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Audited financial statements of Farncombe Engineering Services Limited as of and for the year ended December 31, 2014 and Report of Independent Auditors therein Unaudited pro forma combined condensed balance sheet as of July 4, 2015 and unaudited pro forma combined condensed statements of income for the fiscal year ended January 3, 2015 and the twenty-six weeks ended July 4, 2015.

6 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference into the previously filed Registration Statements on Form S-3 (File No ) and Form S-8 (File Nos , , , , , , , and , and ) of Cartesian, Inc., of our reports dated September 29, 2015 relating to the financial statements of Farncombe Technology Limited and Farncombe Engineering Services Limited as of and for the year ended December 31, 2014, which appears in the Current Report on Form 8-K/A of Cartesian, Inc. dated October 7, /s/ SVP Associates Limited SVP Associates Limited Chartered Certified Accountants Harpenden, United Kingdom 29 September, 2015

7 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference into the previously filed Registration Statements on Form S-3 (File No ) and Form S-8 (File Nos , , , , , , , and , and ) of Cartesian, Inc., of our report dated October 5, 2015 relating to the financial statements of Farncombe France SARL as of and for the year ended December 31, 2014, which appears in the Current Report on Form 8-K/A of Cartesian, Inc. dated October 7, Paris, France October 5, 2015 Cabinet NAC /s/ Samuel Najarian Samuel Najarian

8 Exhibit 99.2 Farncombe France SARL Financial accounts As of ended December 31, 2014

9 Cabinet NAC SARL 33, rue de Miromesnil Paris - France Tel : / Fax : contact@nacaudit.com Farncomb France SARL To the shareholders 243 rue de Vaugirard Paris Paris, October 5th, 2015 Independent Auditors Report To the Board of France Farncombe SARL, In accordance with our engagement letter dated of May 04, 2015 and the complementary engagement letter on September 21, 2015; we have audited the accompanying financial statements of Farncombe France SARL for the year ended 31 December 2014, which comprise the Balance Sheet, the related Profit and Loss Account, and Cash Flows. This report has been performed according the acquisition project from Cartesian of Farncombe France entity s shares. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in France and with International Standards on Auditing (ISA); this includes the design, implementation, and maintenance of Internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in France and in accordance with the US GAAS standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. 2/12

10 Auditors' Responsibility An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal Control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Farncombe France SARL as of December 31, 2014, and the profits of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). Cabinet NAC /s/ Samuel Najarian 3/12

11 Balance sheet as of December 31, 2014 As at In Thousands of euros Dec 31, 2014 Non-Current assets Fixtures, fittings and equipment (1.2) 2,0 2,0 Current assets Trade debtors (1.3) 624,0 Rent deposit (1.4) 9,6 VAT assets (1.5) 79,2 Loan to Farncombe Technologie (1.11) 98,9 Cash at bank and in hand (1.6) 175,4 987,1 Creditors : due within one year Trade creditors (1.8) 129,6 PAYE & NI (1.9) 143,6 VAT Liability (1.5) 75,3 Accruals(1.9) 27,0 Other creditors (1.10) 5,4 Shareholders current account (1.11) 6,0 386,9 Net current assets 600,2 Total assets less current liabilties 602,2 Income Tax (+receivable/-debt) (1.5) 40,8 Deferred taxation 0 Net assets 643,0 Equity Called up share capital (1.7) 377,5 Profit and loss account 265,5 Shareholders funds 643,0 4/12

12 Profit & Loss as of December 31, 2014 As at In Thousands of euros Dec 31, 2014 Revenue Third party sales 1 373,3 Interdivisional sales 364,0 TOTAL REVENUE (1.12) 1 737,3 Cost of sales Third party cost of sales 452,9 Interdivisional cost of sales 202,9 Gross profit/(loss) 1 081,5 Administrative expenses (1.13) 168,7 Tax expenses (1.13) 11,7 Salaries, wages (1.13) 609,0 Operating Profit/(loss) (1.15) 292,1 Depreciation 0,5 Profit (-) / Loss(+) on disposal of fixed assets (1.14) 2,3 Interest 0,2 Gain & Lost exchange Profit/(Loss) on ordinary activities before taxation 289,1 Tax on profit/(loss) on ordinary activities (1.15) 23,6 Profit/(Loss) on ordinary activities after taxation 265,5 5/12

13 Statement of Cash Flows In thousands of euros Dec 31, 2014 Cash flow from operating activities Operating (loss)/profit 265,5 Reconciliation to cash generated from operations: Depreciation 0,5 Decrease/(increase) in debtors -331,8 (Decrease)/increase in creditors 79,2 13,4 Investing activities Purchase of intangible fixed assets -1,9 Proceeds from sale of tangible fixed assets - 2,3 0,4 Financing activities Interest paid -0,2 Tax paid 23,6 Dividends paid ,4 Net increase/(decrease) in cash 37,2 Cash at bank and in hand less overdrafts at 1 January 138,2 Cash at bank and in hand less overdrafts at 31 December 175,4 Consisting of: Cash at bank and in hand 175,4 6/12

14 Disclosures The total of balance sheets represents 643,0 thousands of euros, and the result of the year represents 265,5 thousand of euros with a total of turnover of 1.737,3 thousand of euros. 1.1 Summary of significant accounting policies Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in France and IFRS. No major adjustment has been identified between French GAAP and IFRS. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Turnover Turnover represents the value, net of value added tax and discounts, of goods provided to customers and work carried out in respect of services provided to customers. Fixed assets Property and equipment are stated at cost. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Depreciation Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives. Tangible assets: 3 years straight-line Deferred taxation Full provision is made for deferred taxation resulting from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes. Deferred taxation is calculated on an un-discounted basis at the tax rates which are expected to apply in the periods when the timing differences will reverse. As the end of the year ended December 31, 2014, no deferred tax has been booked, as the management has not identified any specific deferred tax. Pension No pension has been estimated or booked in the entries. The staff is young and new, so the total amount to be booked would be not material. 7/12

15 1.2 Non-current assets In thousands of euros Dec 31, Dec 31, 2014 Tangible assets 6,5 1,9 2,6 5,8 Amortization of tangible assets -3,7-0,5-0,4-3,8 Total 2,8 1,4 2,2 2,0 1.3 Accouts receivables Dec 31, 2014 In thousands of euros (A) Accounts receivables 614,0 AR to be billed 10,0 1.4 Rent deposit In thousand of euros Dec 31, Dec 31, 2014 Rent deposit 9,8 0 0,2 9,6 Total Rent deposit 9,8 0 0,2 9,6 The financial assets are the guarantee given for the office s rental. This amount is in accordance with the contract signed with the owner and with the yearly adjustment. 1.5 Tax In thousands of euros (- debit + credit) Dec 31, 2014 VAT to be paid -75,3 VAT to be received 79,2 Income TAX 40,8 Total Tax 44,7 VAT to be paid or to be receied The VAT in France represents 20% tax on products. The VAT on receivables should be paid when the receivable has been received. The same position for the VAT to be paid, the payment will be done when the payables have been paid. Income tax Income tax represents in France 15% for the first euro of benefits. After this level, the rate is 33,33%. The amount of the income tax for the year 2014 is 91,5 thousand of euros. The government propose a reduction for companies who invest in the research of new technology called Tax credit on research (Crédit impôt Recherche - CIR) 8/12

16 For information, this credit for the year 2012 for a total of 40,9 thousand of euros has not received yet. The local manager has obtained the following information that the file is approved by the tax department, and the amount is in process, and should be paid. The risk, in case of control is the total amount of CIR for the year 2012, 2013, and 2014, which represent a total of amount of 156,0 thousand of euros. 1.6 Cash In thousands of euros Dec 31, 2014 (A) Bank accounts 175,4 Total 175,4 1.7 Shareholders equity In thousands of euros Dec 31, 2013 Results of the year Other Dec 31, 2014 Equity 2,0 2,0 Legal report 0,2 0,2 Report 171,3 204,1 375,4 Net income of the year 204,1-204,1 265,5 265,5 Total 377,6 0,0 265,5 643,1 The nominal value of the shares is ONE euros. The number of shares is: Accounts Payables In thousands of euros Dec 31, 2014 (A) Accounts payables 115,3 AP To be received 14,3 Total AP 129,6 1.9 Social tax In thousands of euros (- debit + credit) Dec 31, 2014 Salaries 0,1 Accruals vacations 27,0 Social Tax 89,3 Bonus 15,1 Accruals Social tax - manager 39,1 Total social tax 170,6 9/12

17 Accruals vacations The evaluation at year end of this provision is in accordance with French law. Management Social tax The manager wages for the year 2014 represent 106,4 thousand of euros, and social tax related to its wages represent 37,4 thousand of euros. The total cost for the manager is 143,8 thousand of euros for the year To be noted that when managers (gérant) hold more than 50% of shares of the company, the treatment of their social tax is independent from the employees Other payables In thousands of euros (- debit + credit) Dec 31, 2014 Others - 5,4 Total - 5, Shareholders accounts In thousands of euros (- debit + credit) Dec 31, 2014 C/C Lionel Tranchard - 6,0 Farncomb Technologie 98,9 Total 92, Revenue and margin In thousands of euros Dec 31, 2014 Revenue Third party sales 1 373,3 Interdivisional sales 364,0 TOTAL REVENUE 1 737,3 10/12

18 Gross profit In thousands of euros Dec 31, 2014 TOTAL REVENUE 1 737,3 Third party cost of sales 452,9 Interdivisional cost of sales 202,9 Gross profit/(loss) 1 081,5 Increase of the gross profit is mainly due to the business realized with the Farncomb Group Operating profit In thousands of euros Dec 31, 2014 K Administrative expenses 168,7 Tax expenses 11,7 Salaries, wages 609,0 Operating profit 292,1 Administrative expenses In thousands of euros Dec 31, 2014 Office rental 41,2 Outpocket expenses 96,1 Fees 10 Telecom 7,1 Bank fees 3,8 Other 10,5 Total 168,7 Tax expenses In thousands of euros Dec 31, 2014 Employee tax 3,1 Rental tax 3,9 Other tax 0,6 Total 11,7 11/12

19 Salaries, wages In thousands of euros Dec 31, 2014 Employees salaries 329,3 Employees salaries tax 123,7 Management salaries 106,4 Management salaries tax 49,5 Total 609,0 Farncombe France SARL hires 6 employees which represent a global cost of 452 thousand of euros. The 2 managers wages represents a total of 155 thousands euros by the year Exceptional result In thousands of euros Dec 31, 2014 Exceptional result -2, Tax income In thousands of euros Dec 31, 2014 Tax income 90,1 Credit tax income -66,5 Total 23, Net income In thousands of euros Dec 31, 2014 K Profit/(Loss) on ordinary activities before taxation 289,1 Tax on profit/(loss) on ordinary activities 23,6 Profit/(Loss) on ordinary activities after taxation 265,5 12/12

20 Exhibit 99.3 Registered number Farncombe Technology Limited Report and Accounts 31 December 2014

21 Farncombe Technology Limited Statement of Directors' Responsibilities The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) and FRS102 applicable to small entities. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 1

22 Farncombe Technology Limited Independent auditors' report To the Board of Directors and Shareholders We have audited the accompanying financial statements of Farncombe Technology Limited, which comprise the Balance Sheet as of 31 December 2014, and the related Profit and Loss Account and cash flow for the year then ended. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United Kingdom; this includes the design, implementation, and maintenance of Internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal Control. Accordingly, we express no such opinion. An audit also includes evaluationg the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Farncombe Technology Limited at 31 December 2014, and the profits of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in United Kingdom and FRS102 applicable to small entities. /s/ SVP Associates Limited SVP Associates Limited Certified Accountants and Registered Auditors First Floor, 2 Victoria Road Harpenden Hertfordshire AL5 4EA 29 September

23 Farncombe Technology Limited Statement of Income for the year ended 31 December 2014 Notes 2014 Revenue 2,602,187 Cost of sales (2,191,520) Gross profit 410,667 Administrative expenses (872,350) Inter-company management charge 621,902 Operating profit/(loss) 3 160,219 Finance costs 4 (13,453) Profit/(loss) on ordinary activities before taxation 146,766 Tax on profit/(loss) on ordinary activities 5 (30,416) Profit/(loss) for the financial year 116,350 Retained earnings at 1 January ,054 Retained earnings at 31 December ,404 3

24 Farncombe Technology Limited Statement of Other Comprehensive Income for the year ended 31 December Profit/(loss) for the financial year 116,350 Total recognised gains and losses related to the year 116,350 4

25 Farncombe Technology Limited Statement of Financial Position as at 31 December 2014 Notes 2014 Non current assets Intangible assets 6 48,502 Leasehold property and equipment 7 75,175 Financial Assets ,877 Current assets Trade and other receivables 9 1,529,728 Cash and cash equivalents 281,543 1,811,271 Creditors: amounts falling due within one year 10 (1,361,761) Net current assets 449,510 Total assets less current liabilities 573,387 Provisions for liabilities 11 (10,066) Net assets 563,321 Equity Called up share capital 12 31,917 Profit and loss account ,404 Shareholders' funds 563,321 5

26 Farncombe Technology Limited Statement of changes in equity as at 31 December 2014 Share Share Retained Capital Premium earnings Total Balance at 1 January 2014 as previously reported 31, , ,971 Prior period adjustment Shares issued in the year Profit for the year , ,350 Dividends Other comprehensive income for the year Balance as 31 December , , ,321 6

27 Farncombe Technology Limited Statement of Cash Flows for the year ended 31 December Cash flow from operating activities Operating profit 160,219 Reconciliation to cash generated from operations: Depreciation 25,949 Amortisation of goodwill 81,761 Increase in debtors (86,932) Increase in creditors 70, ,305 Investing activities Interest received - Issue of shares for cash - Purchase of intangible fixed assets (71,960) Proceeds from sale of tangible fixed assets 443 (71,517) Financing activities Interest paid (13,453) Tax paid (238) Dividends paid - (13,691) Net increase/(decrease) in cash 166,097 Cash at bank and in hand less overdrafts at 1 January 115,446 Cash at bank and in hand less overdrafts at 31 December 281,543 Consisting of: Cash at bank and in hand 281,543 7

28 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December Statutory information Farncombe Techonolgy Limited is a company domicled in England and Wales, registeration number The registered office is Grove House, Lutyens Close, Chinham Court, Basingstoke, England RG24 8AG. 2 Compliance with accounting standards Basis of preparation The accounts have been prepared in accordance with the provisions of FRS 102 applicable to small entities. Turnover Turnover represents the value, net of value added tax and discounts, of goods provided to customers and work carried out in respect of services provided to customers. Depreciation Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives. Plant and machinery Leasehold property 33% straight line & 25% reducing balance over period of 5 year lease Deferred taxation Full provision is made for deferred taxation resulting from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes. Deferred taxation is calculated on an un-discounted basis at the tax rates which are expected to apply in the periods when the timing differences will reverse. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account. Leasing and hire purchase commitments Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives. The corresponding lease or hire purchase obligation is treated in the balance sheet as a liability. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. Rentals paid under operating leases are charged to income on a straight line basis over the lease term. Pensions The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. 8

29 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December Operating profit 2014 This is stated after charging: Depreciation of owned fixed assets 25,949 Amortisation of goodwill 81,761 Directors' remuneration 126,107 4 Interest payable 2014 Interest payable 13,453 5 Taxation 2014 UK corporation tax (3,456) Deferred tax 33,872 30,416 6 Intangible fixed assets Goodwill: Cost At 1 January ,999 At 31 December ,999 Amortisation At 1 January ,736 Provided during the year 81,761 At 31 December ,497 Net book value At 31 December ,502 Goodwill is being written off in equal annual instalments over its estimated economic life of 5 years. 9

30 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December Leasehold property, Plant and Equipment Leasehold Fixtures & Property Fittings Total Cost At 1 January ,516 94, ,425 Additions - 71,960 71,960 Disposals (26,516) (938) (27,454) At 31 December , ,931 Depreciation At 1 January ,516 65,302 91,818 Charge for the year - 25,949 25,949 On disposals (26,516) (495) (27,011) At 31 December ,756 90,756 Net book value At 31 December ,175 75,175 8 Financial Assets Investments in subsidiary undertakings Cost At 1 January At 31 December The company holds 20% or more of the share capital of the following companies: Company Shares held Capital and reserves Profit (loss) for the year Class % Farncombe Engineering Services Ltd Ordinary ,004 (50,663) 9 Debtors 2014 Trade receivables 599,115 Amount receivable from related parties 692,271 Deferred tax asset (see note 11) - Other debtors and receivables 238,342 1,529, Creditors: amounts falling due within one year 2014 Trade payables 303,872 Amounts due to related parties 539,513 Current tax liability (3,694) Other taxes and social security costs 205,404 Directors loans 55,000 Accruals and other payables 261,666 1,361,761 10

31 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December Provisions for liabilities Deferred taxation: 2014 Timing differences and other deductions 10, At 1 January (23,806) Deferred tax charge/credit in profit and loss account 33,872 At 31 December 10, Share capital Nominal value Number Allotted, called up and fully paid: Ordinary shares 1.00 each 31,917 31, Profit and loss At 1 January ,054 Profit for the year 116,350 At 31 December , Other financial commitments At the year end the company had annual commitments under non-cancellable operating leases as set out below: Operating leases which expire: within one year 132,131 within two to five years 3, , Average number of employees 2014 During the year average number of employees was :

32 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December 2014 Sales 2,602,187 Cost of sales (2,191,520) Gross profit 410,667 Administrative expenses (872,350) Other operating income 621,902 Bad Debts - Operating profit/(loss) 160,219 Interest payable (13,453) Profit/(loss) before tax 146,

33 Farncombe Technology Limited Notes to the Accounts for the year ended 31 December Sales Sales 2,602,187 Cost of sales Wages and salaries 754,547 Directors' salaries 126,107 Employer's NI 97,897 Pensions 15,082 Consultancy fees 1,005,060 Security specific costs 75,113 Agency fees - Equipment for client 3,425 Expenses incurred 114,289 Costs capitalised - 2,191,520 Administrative expenses Employee costs: Wages and salaries 112,368 Staff training and welfare 716 Travel and subsistence 61,834 Motor expenses 4,656 Entertaining 13, ,554 Premises costs: Rent 259, ,177 General administrative expenses: Telephone and fax 26,192 Stationery and printing 5,496 Foreign currency losses/(gains) 24,115 Bank charges 5,557 Insurance 45,260 IT costs 25,470 Depreciation 25,945 Disposal of assets loss/(profit) (57) Amortisation of goodwill 81,761 Bad debts 42,564 Sundry expenses 2, ,213 Legal and professional costs: Accountancy fees 28,327 Advertising and PR 88,335 Other legal and professional 17, , ,350 Other operating income Inter-company management charge 621,902 13

34 Exhibit 99.4 Registered number Farncombe Engineering Services Limited Report and Accounts 31 December 2014

35 Farncombe Engineering Services Limited Statement of Directors' Responsibilities The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) and FRS102 applicable to small entities. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 1

36 Farncombe Engineering Services Limited Independent auditors' report to the members of Farncombe Engineering Services Limited We have audited the accompanying financial statements of Farncombe Engineering Services Limited, which comprise the Balance Sheet as of 31 December 2014, and the related Profit and Loss Account and cash flow for the year then ended. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United Kingdom; this includes the design, implementation, and maintenance of Internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal Control. Accordingly, we express no such opinion. An audit also includes evaluationg the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Farncombe Engineering Services Limited at 31 December 2014, and the profits of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in United Kingdom and FRS102 applicable to small entities. /s/ SVP Associates Limited SVP Associates Limited Certified Accountants and Registered Auditors First Floor, 2 Victoria Road Harpenden Hertfordshire AL5 4EA 29 September

37 Farncombe Engineering Services Limited Statement of Income for the year ended 31 December 2014 Notes 2014 Revenue 5,508,351 Cost of sales (4,662,482) Gross profit 845,869 Administrative expenses (911,307) Bad Debts (13,898) Rental Income 14,127 Operating loss 3 (65,209) Finance Income 21,139 Finance costs 4 (2,141) Loss on ordinary activities before taxation (46,211) Tax on loss on ordinary activities 5 23,306 Loss for the financial year (22,905) Retained earnings at 1 January ,992 Retained earnings at 31 December ,087 3

38 Farncombe Engineering Services Limited Statement of Other Comprehensive Income for the year ended 31 December 2014 Loss for the financial year (22,905) Total recognised gains and losses related to the year (22,905)

39 Farncombe Engineering Services Limited Statement of Financial Position as at 31 December 2014 Notes 2014 Non current assets Intangible assets 6 54,456 Fixtures, fittings and equipment 7 12,196 66,652 Current assets Trade and other receivables 8 1,510,295 Cash and cash equivalents 311,302 1,821,597 Creditors: amounts falling due within one year 9 (1,554,926) Net current assets 266,671 Net assets 333,323 Equity Called up share capital Share premium 12 6,991 Profit and loss account ,087 Shareholders' funds 333,323 5

40 Farncombe Engineering Services Limited Statement of changes in equity as at 31 December 2014 Share Share Retained Capital Premium earnings Total Balance at 1 January 2014 as previously 243 5, , ,667 reported Prior period adjustment Shares issued in the year Loss for the year - - (22,905) (22,905) Dividends Other comprehensive income for the year Balance as 31 December , , ,762 6

41 Farncombe Engineering Services Limited Statement of Cash Flows for the year ended 31 December Cash flow from operating activities Operating (loss)/profit (65,209) Reconciliation to cash generated from operations: Depreciation 39,606 Amortisation of goodwill 93,700 Decrease/(increase) in debtors 228,305 Increase in creditors 25, ,392 Investing activities Interest received 21,139 Issue of shares for cash Purchase of intangible fixed assets (12,863) Proceeds from sale of tangible fixed assets - 8,276 Financing activities Interest paid (2,141) Tax paid (46,404) Dividends paid - (48,545) Net increase/(decrease) in cash 282,123 Cash at bank and in hand less overdrafts at 1 January 29,179 Cash at bank and in hand less overdrafts at 31 December 311,302 Consisting of: Cash at bank and in hand 311,302 7

42 Farncombe Engineering Services Limited Notes to the Accounts for the year ended 31 December Statutory information Farncombe Engineering Services Limited is a company domicled in England and Wales, registeration number The registered office is Grove House, Lutyens Close, Chinham Court, Basingstoke, England RG24 8AG. 2 Compliance with accounting standards Basis of preparation The accounts have been prepared in accordance with the provisions of FRS 102 applicable to small entities. Turnover Turnover represents the value, net of value added tax and discounts, of goods provided to customers and work carried out in respect of services provided to customers. Depreciation Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives. Fixtures & fittings Equipment 25% reducing balance 33% straight line Deferred taxation Full provision is made for deferred taxation resulting from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes. Deferred taxation is calculated on an un-discounted basis at the tax rates which are expected to apply in the periods when the timing differences will reverse. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account. Leasing and hire purchase commitments Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives. The corresponding lease or hire purchase obligation is treated in the balance sheet as a liability. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. Rentals paid under operating leases are charged to income on a straight line basis over the lease term. Pensions The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. 8

43 Farncombe Engineering Services Limited Notes to the Accounts for the year ended 31 December Operating profit This is stated after charging: 2014 Depreciation of owned fixed assets 39,606 Amortisation of goodwill 93,700 4 Interest payable Interest payable 2,141 5 Taxation UK corporation tax (15,378) Deferred tax (7,928) (23,306) 6 Intangible fixed assets Goodwill: Cost At 1 January ,503 At 31 December ,503 Amortisation At 1 January ,347 Provided during the year 93,700 At 31 December ,047 Net book value At 31 December ,

44 Farncombe Engineering Services Limited Notes to the Accounts for the year ended 31 December Plant and Equipment Fixtures & Fittings Equipment Total Cost At 1 January , , ,206 Additions - 12,863 12,863 At 31 December , , ,069 Depreciation At 1 January ,294 88,267 Charge for the year ,877 39,606 At 31 December , , ,873 Net book value At 31 December ,188 10,008 12,196 8 Debtors Trade receivables 938,321 Amount receivable from related parties 485,881 Deferred tax asset (see note 10) 35,245 Other debtors 50,848 1,510,295 9 Creditors: amounts falling due within one year Trade payables 375,810 Amounts due to related parties 820,990 Current tax liability (15,378) Other taxes and social security costs 57,176 Directors loans 21,568 Accruals and other payables 294,760 1,554,

45 Farncombe Engineering Services Limited Notes to the Accounts for the year ended 31 December Provisions for liabilities Deferred taxation: Timing differences and other deductions (35,245) At 1 January (27,317) Deferred tax charge/credit in profit and loss account (7,928) At 31 December (35,245) 11 Share capital Nominal value Number Allotted, called up and fully paid: Ordinary shares 0.01 each 24, Nominal Number Amount value Shares issued during the period: Ordinary shares 0.01 each Share premium At 1 January ,432 Shares issued 1,559 At 31 December , Profit and loss At 1 January ,992 Loss for the year (22,905) At 31 December , Other financial commitments At the year end the company had annual commitments under non- cancellable operating leases as set out below: 2014 Operating leases which expire: within two to five years 7,900 11

46 Farncombe Engineering Services Limited Notes to the Accounts for the year ended 31 December Average number of employees During the year average number of employees was :

47 Farncombe Engineering Services Limited Detailed profit and loss account for the year ended 31 December 2014 Sales 5,508,351 Cost of sales (4,662,482) Gross profit 845,869 Administrative expenses (911,307) Other operating income 14,127 Bad Debts (13,898) Operating loss (65,209) Interest receivable 21,139 Interest payable (2,141) Loss before tax (46,211)

48 Farncombe Engineering Services Limited Detailed profit and loss account for the year ended 31 December Sales Sales 5,508,351 Cost of sales Wages and salaries 1,468,055 Directors' salaries 144,887 Employer's NI 187,237 Pensions 11,454 Consultancy fees 2,545,672 Expenses incurred 207,380 Equipment for re-sale 42,252 Wifi and Pos costs 55,545 4,662,482 Administrative expenses Employee costs: Travel and subsistence 75,612 Entertaining 2,719 78,331 Premises costs: Re-location costs - - General administrative expenses: Telephone and fax 328 Stationery and printing 721 Foreign currency losses/(gains) 3,697 Bank charges 611 Re-charge from FT 621,902 IT costs - Depreciation 39,606 Amortisation of goodwill 93,700 Sundry expenses 14, ,722 Legal and professional costs: Accountancy fees 25,657 Advertising and PR 13,526 Other legal and professional 19,071 58, ,307 Other operating income Rental Income 14,127 14

49 Exhibit 99.5 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed balance sheet as of July 4, 2015 and unaudited pro forma combined condensed statements of operations for the fiscal year ended January 3, 2015 and the twenty-six weeks ended July 4, 2015, are based on the historical financial statements of Cartesian, Inc. ( Cartesian or the Company ), and Farncombe France SARL, Farncombe Technology Limited, and its wholly-owned subsidiary, Farncombe Engineering Services Limited (collectively, the Farncombe Entities ) after giving effect to Cartesian s acquisition of the Farncombe Entities on July 22, 2015 (the Farncombe Acquisition ), as more fully described in the Explanatory Note of this Form 8-K/A and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Farncombe Engineering Services Limited became a wholly-owned subsidiary of Farncombe Technology Limited immediately prior to the closing of the acquisition of Farncombe Technology Limited by Cartesian. The unaudited pro forma combined condensed balance sheet and unaudited pro forma combined condensed statements of operations, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Cartesian s historical consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended January 3, 2015 and its Quarterly Report on Form 10-Q for the fiscal period ended July 4, 2015, as well as the Farncombe Entities historical financial statements for the year ended December 31, 2014 which are included as Exhibits 99.2, 99.3 and 99.4 to this Form 8-K/A. This unaudited pro forma information should also be read in conjunction with Cartesian s Form 8-K related to its acquisition of the Farncombe Entities, filed with the Securities and Exchange Commission ( SEC ) on July 23, The following unaudited pro forma combined condensed statements of operations are presented as if the Farncombe Acquisition had occurred at the beginning of the fiscal year on December 29, 2013 and include all adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable. The following unaudited pro forma combined condensed balance sheet is presented as if the Farncombe Acquisition had occurred as of July 4, 2015 and includes all adjustments that give effect to events that are directly attributable to the transaction, and that are factually supportable. The financial statements of Farncombe Technology Limited and Farncombe Engineering Services Limited ( Farncombe UK ) were prepared in accordance with accounting principles generally accepted in the United Kingdom ( UK GAAP ) and the financial statements of Farncombe France SARL were prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ), both of which differ in certain respects from U.S. GAAP. Adjustments have been made to reconcile the Farncombe Entities' financial statements to U.S. GAAP for the purposes of the unaudited pro forma presentation as described in the accompanying notes. A description of reconciling amounts between U.S. GAAP and UK GAAP are included in the accompanying notes. The financial statements of Farncombe UK were originally prepared using pounds sterling as the reporting currency, and the financial information in those financial statements has been translated into U.S. dollars for the purposes of the unaudited pro forma presentation as described in Note 1. The financial statements of Farncombe France SARL ( Farncombe France ) were originally prepared using the Euro as the reporting currency and the financial information in those financial statements has been translated into U.S. dollars for the purposes of the unaudited pro forma presentation as described in Note 1. Cartesian reports its operating results on a 52/53-week fiscal year basis. The fiscal year end is determined as the Saturday ending nearest December 31. The Farncombe Entities report their operating results on a calendar year basis and their results are included in the unaudited pro forma combined condensed financial statements based on their fiscal year. The difference in fiscal periods is not considered material to the unaudited pro forma combined condensed financial statements. The Farncombe Acquisition has been accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma combined condensed balance sheet and statement of operations, is allocated to the net tangible and intangible assets acquired and liabilities assumed based on various estimates.