EX-99.02 4 a2056416zex-99_02.htm EXHIBIT 99.02 Prepared by MERRILL CORPORATION
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Exhibit 99.02

Historical Financial Statements of CMD Technology, Inc.

CMD Technology
Index to Financial Statements

Report of Independent Auditors   F-1
Balance Sheets   F-2
Statements of Operations   F-3
Statements of Shareholder's Equity   F-4
Statements of Cash Flows   F-5
Notes to Financial Statements   F-6


Independent Auditors' Report

The Board of Directors
CMD Technology, Inc.:

We have audited the accompanying balance sheets of CMD Technology, Inc. as of December 31, 2000 and 1999 and the related statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMD Technology, Inc. as of December 31, 2000 and 1999 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

February 2, 2001,
except as to note 10, which is as of
June 7, 2001.

F–1



CMD TECHNOLOGY, INC.
Balance Sheets

 
  December 31,
   
 
  March 31,
2001

 
  2000
  1999
 
   
   
  (unaudited)

Assets
                 
Current assets:                  
  Cash and cash equivalents   $ 659,000   $ 5,889,000   $ 51,000
  Accounts receivable (net of allowance for doubtful accounts and sales returns of $274,000 in 2001, $358,000 in 2000 and $174,000 in 1999) (note 7)     5,796,000     7,925,000     5,015,000
  Inventories (note 2)     8,911,000     7,258,000     7,535,000
  Prepaid and other current assets (note 4)     383,000     675,000     432,000
   
 
 
    Total current assets     15,749,000     21,747,000     13,033,000
Property and equipment, net (note 3)     6,261,000     4,431,000     5,940,000
Other assets     116,000     100,000     116,000
   
 
 
    $ 22,126,000   $ 26,278,000   $ 19,089,000
   
 
 
Liabilities and Shareholders' Equity                  
Current liabilities:                  
  Accounts payable   $ 4,107,000   $ 4,560,000   $ 3,179,000
  Accrued compensation     2,085,000     2,480,000     1,297,000
  Accrued liabilities (note 4)     1,293,000     978,000     1,178,000
  Capital lease obligations (note 4)     1,019,000     1,257,000     801,000
  Current portion of notes payable (note 8)     3,399,000     219,000     4,003,000
   
 
 
    Total current liabilities     11,903,000     9,494,000     10,458,000
Long-term notes payable (note 8)         713,000    
Long-term capital lease obligations (note 4)     604,000     687,000     437,000
   
 
 
    Total liabilities     12,507,000     10,894,000     10,895,000
   
 
 
Shareholders' equity (notes 6 and 9):                  
  Common stock, no par value Authorized 25,000,000 shares; issued and outstanding 8,810,000 shares at March 31, 2001 and December 31, 2000 and 8,767,000 shares at December 31, 1999     1,264,000     1,185,000     1,264,000
  Retained earnings     8,355,000     14,199,000     6,930,000
   
 
 
    Total shareholders' equity     9,619,000     15,384,000     8,194,000
Commitments and contingencies                  
   
 
 
    $ 22,126,000   $ 26,278,000   $ 19,089,000
   
 
 

See accompanying notes to financial statements.

F–2



CMD TECHNOLOGY, INC.
Statements of Operations

 
  Year Ended December 31,
  Three Months Ended March 31,
 
 
  2000
  1999
  1998
  2001
  2000
 
 
   
   
   
  (unaudited)

 
Net sales (note 7)   $ 40,082,000   $ 50,008,000   $ 37,304,000   $ 7,668,000     8,165,000  
Cost of sales     19,668,000     21,892,000     15,679,000     4,100,000     3,615,000  
   
 
 
 
 
 
  Gross profit     20,414,000     28,116,000     21,625,000     3,568,000     4,550,000  
Selling, general and administrative expenses     9,357,000     8,357,000     7,248,000     1,971,000     2,202,000  
Research and development expenses     14,933,000     13,526,000     12,108,000     2,854,000     3,281,000  
   
 
 
 
 
 
  Operating income (loss)     (3,876,000 )   6,233,000     2,269,000     (1,257,000 )   (933,000 )
Other income (expense), net     (19,000 )   6,000     155,000         70,000  
Interest income (expense), net     (182,000 )   65,000     (3,000 )   (109,000 )   (52,000 )
   
 
 
 
 
 
  Earnings (loss) before income taxes     (4,077,000 )   6,304,000     2,421,000     (1,366,000 )   (915,000 )
Income tax expense     35,000     73,000     78,000         33,000  
   
 
 
 
 
 
  Net earnings (loss)   $ (4,112,000 ) $ 6,231,000   $ 2,343,000   $ (1,366,000 ) $ (948,000 )
   
 
 
 
 
 
Pro forma net earnings (loss) (unaudited):                                
  Historical earnings (loss) before income taxes   $ (4,077,000 ) $ 6,304,000   $ 2,421,000   $ (1,366,000 ) $ (915,000 )
  Pro forma provision for (benefit from) income taxes     (1,631,000 )   2,521,000     968,000     (472,000 )   (366,000 )
   
 
 
 
 
 
  Pro forma net earnings (loss)   $ (2,446,000 ) $ 3,783,000   $ 1,453,000   $ (894,000 ) $ (549,000 )
   
 
 
 
 
 

    See accompanying notes to financial statements.

F–3



CMD TECHNOLOGY, INC.
Statements of Shareholders' Equity

 
  Common stock
   
   
 
 
  Retained
Earnings

   
 
 
  Shares
  Amount
  Total
 
Balance at December 31, 1997   8,741,000   $ 1,172,000   8,403,000   9,575,000  
Net earnings         2,343,000   2,343,000  
Distribution of net earnings to shareholders         (1,241,000 ) (1,241,000 )
Exercise of stock options   1,000     1,000     1,000  
Cancellation of warrants       (2,000 )   (2,000 )
   
 
 
 
 
Balance at December 31, 1998   8,742,000     1,171,000   9,505,000   10,676,000  
Net earnings         6,231,000   6,231,000  
Distribution of net earnings to                    
shareholders         (1,537,000 ) (1,537,000 )
Exercise of stock options   25,000     14,000     14,000  
   
 
 
 
 
Balance at December 31, 1999   8,767,000     1,185,000   14,199,000   15,384,000  
Net loss         (4,112,000 ) (4,112,000 )
Distribution of net earnings to shareholders         (1,732,000 ) (1,732,000 )
Exercise of stock options   43,000     79,000     79,000  
   
 
 
 
 
Balance at December 31, 2000   8,810,000     1,264,000   8,355,000   9,619,000  
Net loss (unaudited)         (1,366,000 ) (1,366,000 )
Distribution of net earnings to shareholders (unaudited)         (59,000 ) (59,000 )
   
 
 
 
 
Balance at March 31, 2001 (unaudited)   8,810,000   $ 1,264,000   6,930,000   8,194,000  
   
 
 
 
 

See accompanying notes to financial statements.

F–4


CMD TECHNOLOGY, INC.
Statements of Cash Flows

 
  Year Ended December 31,
  Three Months Ended March 31,
 
 
  2000
  1999
  1998
  2001
  2000
 
 
   
   
   
  (unaudited)

 
Cash flows from operating activities:                                
  Net earnings (loss)   $ (4,112,000 ) $ 6,231,000   $ 2,343,000   $ (1,366,000 ) $ (948,000 )
  Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:                                
    Depreciation and amortization     2,138,000     1,659,000     1,585,000     603,000     485,000  
    Provision for doubtful accounts and sales returns     206,000     (111,000 )   (221,000 )   (84,000 )   12,000  
    Write down of excess and obsolete inventory     943,000     715,000     120,000     64,000     16,000  
    (Gain) loss on sale of fixed assets     26,000     33,000     (8,000 )        
    Changes in assets and liabilities:                                
      Accounts receivable     1,859,000     (1,618,000 )   (2,075,000 )   865,000     3,635,000  
      Inventories     (2,596,000 )   (4,702,000 )   103,000     1,312,000     (1,191,000 )
      Prepaid and other current assets     292,000     (200,000 )   121,000     (49,000 )   (178,000 )
      Other assets     (16,000 )   57,000     49,000          
      Accounts payable     (452,000 )   1,969,000     881,000     (937,000 )   (2,717,000 )
      Accrued compensation and accrued liabilities     63,000     740,000     155,000     (903,000 )   (1,047,000 )
   
 
 
 
 
 
        Net cash provided by (used in) operating activities     (1,649,000 )   4,773,000     3,053,000     (495,000 )   (1,933,000 )
   
 
 
 
 
 
Cash flows from investing activities:                                
  Purchases of property and equipment     (2,733,000 )   (1,865,000 )   293,000     (273,000 )   51,000  
  Decrease (increase) in employee loans receivable     63,000     (48,000 )   (40,000 )        
   
 
 
 
 
 
        Net cash provided by (used in) investing activities     (2,670,000 )   (1,913,000 )   253,000     (273,000 )   51,000  
   
 
 
 
 
 
Cash flows from financing activities:                                
  Borrowings under notes payable and long-term debt     3,004,000     1,050,000         700,000      
  Repayments of notes payable and long-term debt     (537,000 )   (119,000 )   (334,000 )   (96,000 )   (85,000 )
  Payments on capital lease obligations     (1,582,000 )   (1,296,000 )   (1,156,000 )   (385,000 )   (388,000 )
  Dividends paid     (1,875,000 )   (1,305,000 )   (1,241,000 )   (59,000 )    
  Proceeds from exercise of stock options     79,000     14,000     1,000         46,000  
   
 
 
 
 
 
        Net cash used in financing activities     (911,000 )   (1,656,000 )   (2,730,000 )   160,000     (427,000 )
   
 
 
 
 
 
        Net increase (decrease) in cash and cash equivalents     (5,230,000 )   1,204,000     576,000     (608,000 )   (2,309,000 )
Cash and cash equivalents at beginning of year     5,889,000     4,685,000     4,109,000     659,000     5,889,000  
   
 
 
 
 
 
Cash and cash equivalents at end of year   $ 659,000   $ 5,889,000   $ 4,685,000   $ 51,000   $ 3,580,000  
   
 
 
 
 
 
Supplemental disclosures of cash flow information:                                
  Cash paid during the year for:                                
    Interest   $ 299,000   $ 197,000   $ 214,000   $ 27,000   $ 52,000  
    Income taxes     35,000     59,000     78,000         33,000  
   
 
 
 
 
 
Supplemental disclosure of noncash investing activities:                                
  Property and equipment acquired under capital lease obligations   $ 1,261,000   $ 966,000   $ 1,738,000   $   $ 1,212,000  
   
 
 
 
 
 

See accompanying notes to financial statements.

F–5



CMD TECHNOLOGY, INC.
Notes to Financial Statements

(1)
Summary of Significant Accounting Policies

(a)
Organization

    CMD Technology, Inc. (the Company) designs, develops and manufactures products in two distinct markets. Storage products consist primarily of board and subsystem level storage controllers for multiple disk drive arrays. Semiconductor products consist of Application Specific Integrated Circuits (ASICs) for personal computer peripheral input/output solutions and protocols. The Company's products are sold primarily to original equipment manufacturers (OEM), resellers and distributors worldwide. The Company has 28 shareholders and has elected to be treated as an S Corporation under the Internal Revenue Code and for state income tax purposes.

    (b)
    Pro Forma Presentation

    Concurrently with the acquisition discussed in note 10, CMD Technology, Inc. terminated its Subchapter S corporation status and became subject to federal and state income taxes. The accompanying statements of operations include a pro forma presentation to reflect a provision for income taxes in accordance with Statement of Financial Accounting Standards No. (Statement) 109, "Accounting for Income Taxes." Statement 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income taxes being reduced by available tax benefits not expected to be realized.

    Unaudited pro forma earnings (loss) for the years ended December 31, 2000, 1999 and 1998 and for the three months ended March 31, 2001 and 2000, reflect a provision for (benefit from) income taxes as if the Company had been subject to federal and state income taxes at an estimated effective tax rate of approximately 40%.

    (c)
    Inventories

    Inventories are stated at the lower of cost or market (net realizable value) on a first-in, first-out (FIFO) basis.

    (d)
    Depreciation and Amortization

    Depreciation of property and equipment and the amortization of leasehold improvements are provided over the estimated useful lives of the respective assets on a straight-line basis. The useful lives range from three to seven years for property and equipment and the shorter of the useful lives or the term of the lease for leasehold improvements.

    (e)
    Revenue Recognition

    Sales of the Company's products are recognized upon shipment, net of an allowance for anticipated sales returns. The Company warrants, for periods ranging from 1 to 3 years, parts and labor for manufacturing and material defects on all products sold. The Company provides an accrual for estimated warranty costs at the time of sale.

    In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101 (SAB 101) Revenue Recognition in Financial Statements as amended by Staff Accounting Bulletins No. 101A and 101B. These Bulletins summarize certain of the staff's views about applying accounting principles generally accepted in the United States of America to revenue recognition in

F–6


    financial statements. The provisions of these bulletins became effective during fiscal year 2000. Adoption of SAB 101 did not have an impact on the Company's revenue recognition practices.

    (f)
    Income Taxes

    The Company's shareholders have elected to be taxed as an S Corporation under the Internal Revenue Code. As an S Corporation, the Company is subject to a 1.5% California tax on taxable income and a Massachusetts tax based on income and capital. The Company is not directly subject to federal income taxes.

    (g)
    Stock Option Plans

    The Company accounts for stock-based compensation under the provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net earnings disclosures for employee stock options grants as if the fair-value based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB No. 25 and provide the pro forma disclosure provisions of SFAS No. 123 (see note 6).

    In March 2000, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation—an Interpretation of APB Opinion No. 25, (FIN 44), which must be applied prospectively to new stock option awards, exchanges of awards in a business combination, modifications to outstanding awards, and changes in grantee status that occur on or after July 1, 2000. The Company adopted FIN 44 effective July 1, 2000 with no impact on its historical financial statements and related disclosures.

    (h)
    Impairment of Long-Lived Assets and Long Lived-Assets to Be Disposed Of

    Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the discounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

    (i)
    Cash Equivalents

    The Company considers all highly liquid investments which are readily convertible into known amounts of cash and have a maturity of three months or less to be cash equivalents.

    (j)
    Comprehensive Income (Loss)

    Other comprehensive income (loss) equaled net income (loss) for all periods presented.

    (k)
    Use of Estimates

    The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods. Actual results could differ significantly from those estimates.

F–7


    (l)
    Unaudited Interim Results

    The accompanying interim financial statements as of March 31, 2001 and for the three months ended March 31, 2001 and 2000 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and its cash flows as of March 31, 2001 and for three months ended March 31, 2001 and 2000. The financial data and other information disclosed in these notes to financial statements related to these periods are unaudited. The results of operations for the three month periods ended March 31, 2001 are not necessarily indicative of the results to be expected for the respective full year.

(2)
Inventories

    Inventories are comprised of the following:

 
  December 31,

   
 
  March 31,
2001

 
  2000
  1999
 
   
   
  (unaudited)

Finished goods   $ 3,449,000   $ 2,156,000   $ 3,378,000
Work in process     2,322,000     2,409,000     2,008,000
Raw materials     3,140,000     2,693,000     2,149,000
   
 
 
    $ 8,911,000   $ 7,258,000   $ 7,535,000
   
 
 
(3)
Property and Equipment

    A summary of property and equipment, at cost, follows:

 
  December 31,
   
 
  March 31,
2001

 
  2000
  1999
 
   
   
  (unaudited)
Machinery and equipment   $ 11,207,000   $ 7,379,000   $ 11,600,000
Leasehold improvements     64,000     329,000     64,000
Furniture and fixtures     500,000     383,000     500,000
Automobiles and trucks     27,000     27,000     27,000
Equipment under capital lease (note 4)     3,978,000     4,263,000     3,858,000
   
 
 
      15,776,000     12,381,000     16,049,000
Less accumulated depreciation and amortization     9,515,000     7,950,000     10,109,000
   
 
 
    $ 6,261,000   $ 4,431,000   $ 5,940,000
   
 
 

The Company's outstanding capital leases were primarily for machinery and equipment.

F–8


(4)
Commitments and Contingencies
(a)
Commitments

    The Company leases certain equipment and office space under noncancelable operating and capital lease agreements which provide for total future minimum annual lease payments as follows:

 
  Operating
leases

  Capital lease
obligations

 
Year ending December 31:              
2001   $ 1,210,000     1,110,000  
2002     1,158,000     586,000  
2003     1,158,000     48,000  
2004     1,158,000      
2005     1,061,000      
   
 
 
Total minimum lease payments   $ 5,745,000     1,744,000  
   
       
Less amount representing interest           (121,000 )
         
 
  Present value of net minimum capital lease payments           1,623,000  
Less current portion           (1,019,000 )
         
 
  Capital lease obligations, excluding current portion         $ 604,000  
         
 

    Rent expense was approximately $1,124,000, $701,000 and $662,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

    Certain of the Company's capital lease agreements contain various restrictive covenants, which, among other things, require compliance with certain financial ratios. As of December 31, 2000, the Company was not in compliance with certain covenants. Accordingly, approximately $38,000 due under such capital leases during fiscal year 2002 has been classified as a current liability.

    The Company has entered into license agreements to manufacture and sell certain interface technology. Under the agreements, the Company is obligated to pay royalties in specific dollar amounts based upon the specifications of the units sold. Included in accrued liabilities in the accompanying balance sheets are $100,000 at December 31, 2000 and 1999, of amounts payable to licensors under these agreements.

    In 1998, the Company entered into a license agreement for certain core technology as well as for the development of certain logic function additions to the core technology. The Company paid $250,000 in 1999 and $100,000 in 1998 for the core technology. These payments are included in prepaid and other current assets in the accompanying balance sheet at December 31, 1999. During 2000, the development of the related product was halted and payments previously made for the core technology were expensed.

    (b)
    Contingencies

    The Company is involved with certain legal proceedings and other claims arising in the normal course of business. In the opinion of the Company's management, the liability, if any, resulting from such litigation would not have a material adverse affect on the Company's financial position or results of operations.

(5)
Employee Benefit Plan

    The Company sponsors a Profit Sharing 401(k) Plan (the Plan). Under the Plan, employees may elect to contribute a percentage of their monthly compensation to a trust. The employees' funds, together with a discretionary matching contribution by the Company, are invested in accordance with the participants' elections. The Company did not make a contribution to the Plan in 2000.

F–9


    Contributions made by the Company to the Plan were $383,000 and $137,000 for 1999 and 1998, respectively.

(6)
Stock Option Plan

    Under the 1991 Stock Option Plan as amended, the Company may grant either nonqualified or incentive stock options to purchase up to 3,000,000 shares of common stock. All options allow for the purchase of stock at prices equal to the estimated fair market value at the date of grant, as determined by the Company's Board of Directors. Options become exercisable as specified in each option agreement and expire no later than 10 years after the date of grant.

    During August 1999, the Company's Board of Directors approved the adoption of the CMD 1999 Stock Incentive Plan, under which up to 3,000,000 shares of common stock may be issued pursuant to nonqualified stock options, incentive stock options or restricted stock purchase agreements. The number of options outstanding at any one time under the 1991 and 1999 plans may not exceed 68% of the outstanding shares of common stock. All options under the 1999 plan allow for the purchase of stock at prices not less than 100% of the fair market value as determined by the Company's Board of Directors, except for 10% shareholders for whom the price is not less than 110% of the fair market value. Options become exercisable as specified in each option agreement and expire no later than 10 years after the date of grant.

    At December 31, 2000, there were 2,061,000 shares available for grant under the stock option plans. The per-share weighted-average fair value of stock options granted during 2000, 1999 and 1998 was $0, $.49 and $.46, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: risk-free interest rate of 5.00%, 6.00% and 5.20% for 2000, 1999 and 1998, respectively, and an expected life of 5 years for each year.

    The Company applies APB No. 25 in accounting for its stock option plan and, accordingly, as the exercise price equaled the fair value at the date of grant, no compensation cost has been recognized for its employee stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its employee stock options under SFAS No. 123, the Company's net earnings (loss) would have been reduced (increased) to the pro forma amounts indicated below:

 
  Year ended December 31,
 
  2000
  1999
  1998
Net earnings (loss):              
  As reported   $ (4,112,000 ) 6,231,000   2,343,000
  Pro forma     (4,226,000 ) 6,086,000   2,178,000
   
 
 

F–10


    Activity in the stock option plans is as follows:

 
  Number of
stock options

  Weighted average
exercise price

Options outstanding at December 31, 1997   2,487,000   $ 3.39
  Options granted   706,000     2.00
  Options exercised   1,000     2.00
  Options canceled   530,000     4.04
   
     
Options outstanding at December 31, 1998   2,662,000     1.72
  Options granted   1,194,000     2.00
  Options exercised   25,000     0.56
  Options canceled   255,000     2.00
   
     
Options outstanding at December 31, 1999   3,576,000     1.80
  Options granted   773,000     2.00
  Options exercised   43,000     1.83
  Options canceled   449,000     2.00
   
     
Options outstanding at December 31, 2000   3,857,000     1.82
   
 

    At December 31, 2000, the range of exercise prices and weighted-average remaining contractual life of outstanding options under the Company's stock option plans were $.56 to $2.00 and 6.6 years.

    As of December 31, 2000, 2,071,000 options under the plans were exercisable and the weighted-average exercise price of these options was $1.66.

(7)
Concentration of Credit Risk

    The Company's products are sold worldwide. Sales to customers outside the U.S. were approximately 53% of net sales in 2000 and 43% of net sales in 1999 and 1998.

    The Company had sales to one customer which represented 33% of net sales in 2000. The Company had sales to two customers, which represented approximately 41% and 10% of net sales during 1999 and sales to one customer which represented 35% of net sales during 1998. No other customers accounted for more than 10% of net sales during 2000, 1999 and 1998. Trade accounts receivable related to these customers accounted for 51%, 70% and 49% of the Company's accounts receivable balance as of December 31, 2000, 1999 and 1998, respectively.

F–11


(8)
Notes Payable

    A summary of long-term debt follows:

 
  December 31
 
 
  2000
  1999
 
Revolving note payable to bank with maximum availability of $5 million, bearing interest at bank's prime less .25% (9.25% and 8.25% at December 31, 2000 and 1999, respectively), payable in monthly interest-only payments through maturity on May 31, 2001; unsecured   $ 1,486,000   $ 50,000  
Term note payable due in 36 monthly payments beginning April 1, 2000 at an annual percentage rate at bank's prime less .25% (9.25% and 8.25% at December 31, 2000 and 1999, respectively), payable through maturity on March 1, 2003; unsecured     553,000     882,000  
Term note payable due in 36 monthly payments beginning December 2, 2000 at an annual percentage rate of 7.730%, payable through December 2, 2003; unsecured     508,000      
Multiple disbursement note due in 36 equal installments beginning January 2, 2001 at an annual percentage rate of bank's prime less .25% (9.25% at December 31, 2000), payable through December 1, 2003; unsecured     852,000      
   
 
 
      3,399,000     932,000  
Less current installments     (3,399,000 )   (219,000 )
   
 
 
    $   $ 713,000  
   
 
 

    The revolving note, term note due March 1, 2003, and multiple disbursement note contain certain restrictive covenants, which among other things, require compliance with certain financial ratios. As of December 31, 2000, the Company was not in compliance with certain covenants and has obtained a forbearance letter from its lender through May 31, 2001. Accordingly, all borrowings under the revolving note, term note and multiple disbursement note have been classified as current liabilities (see note 10).

(9)
Shareholders' Equity

    During 2000, 1999 and 1998, the Company declared dividends to its shareholders in the amounts of $1,732,000, $1,537,000 and $1,241,000, respectively, of which $1,875,000, $1,305,000 and $1,241,000 were paid during 2000, 1999 and 1998, respectively. The unpaid balances of $89,000 and $232,000 at December 31, 2000 and 1999, respectively, are included in accrued liabilities in the accompanying balance sheets.

(10)
Subsequent Event

    On June 7, 2001, Silicon Image, Inc. issued approximately 6,438,000 shares of common stock, valued at approximately $30,500,000 as of June 7, 2001, in exchange for all of the outstanding common stock of CMD Technology, Inc. Under the terms of the acquisition, CMD Technology, Inc. survived as a wholly-owned direct subsidiary of Silicon Image, Inc. In connection with the acquisition, Silicon Image, Inc. assumed all of CMD Technology's debt outstanding on the revolving note payable, the term note maturing March 1, 2003, and the multiple disbursement note.

F–12




QuickLinks

CMD Technology Index to Financial Statements
Independent Auditors' Report
CMD TECHNOLOGY, INC. Balance Sheets
CMD TECHNOLOGY, INC. Statements of Operations
CMD TECHNOLOGY, INC. Statements of Shareholders' Equity
CMD TECHNOLOGY, INC. Statements of Cash Flows
CMD TECHNOLOGY, INC. Notes to Financial Statements