And all the warnings. GI and SA are "Consumer" customers? Consumers don't buy headends?...............................
Professional Services and Customer Support DiviCom's DiviSys (TM) technology integration group provides consulting and implementation services to DiviCom customers worldwide. DiviSys draws upon its expertise in broadcasting television, communications networking and compression technology to design, integrate and install complete business solutions. DiviSys offers a broad range of services including program management, budget analysis, technical design and planning, parts inventory management, building and site preparation, equipment installation and integration, end-to-end system testing and comprehensive customertraining. The DiviSys group also has extensive experience in integrating DiviCom products with numerous third-party products and services. This includes the procurement and integration of encoders, multiplexers, system/network controllers, ATM and TCP/IP network equipment, NVOD servers, modulators, transmitters, antennas, downlink systems, satellite dishes/IRDs, subscriber management systems, conditional access systems for pay-per-view, electronic program guides and diagnostics/quality assurance tools. DiviTec (TM) is DiviCom's customer service and support organization. The DiviTec Service Agreement provides for a customized set of services for ongoing maintenance, support-on-demand and customer training. This service is designed to meet each customer's specific needs in order to maximize the benefits they receive from DiviCom products and systems. Changing Product Mix; Dependence on Decoder Products While C-Cube offers a number of products for a variety of applications, beginning in the second quarter of 1995, sales of the Company's CL480 family of products have represented a significant percentage of the Company's total net revenues. The Company expects that revenues from its MPEG-1 decoder products including the CL480 and CL680 families of products will decrease as a percentage of total revenues, but continue to account for a significant portion of its product revenues in 1998.* C-Cube expects that price competition will continue to result in declining average selling prices for this family of products.* The Company has implemented several programs that have reduced costs associated with these families of products. In the event that increases in unit sales and other manufacturing efficiencies of these families of products do not offset decreasing sales prices in the future, the Company's business and results of operations would be materially and adversely affected. C-Cube anticipates that overall gross margin may decrease as a result of a number of factors including anticipated declines in average selling prices over time.* The timing of volume shipments and the life cycles of the Company's products are difficult to predict due in large measure to the emerging nature of the markets for C-Cube's products, the future effect of product enhancements by 11<PAGE> the Company and its current and future competitors. Declines in demand for the Company's products, particularly the CL480 and CL680 families of products, whether as a result of competition, technological change or otherwise, would have a material adverse effect on C-Cube's business and results of operations.Customers The following table lists certain of the Company's end customers:<TABLE> <CAPTION> Market Customers -------------- ----------------------------------------------------- <S> <C> <C> Idall Malata Consumer Samsung ChangHong SAST Xiamin Solid GI Scientific Atlanta -------------- ----------------------------------------------------- Communications NDS NEC Comsat ABL Dell Kasan -------------- ----------------------------------------------------- Computer Toshiba NEC Diamond Quadrant International -------------- -----------------------------------------------------</TABLE> During 1997 one customer accounted for 20% of the Company's net revenues. During 1996 one customer accounted for 12% of the Company's net revenues. During 1995 two customers accounted for 14% and 10% of the Company's net revenues, respectively. There can be no assurance that such customers will continue to account for a significant percentage of the Company's revenues in the future.Research and Development C-Cube believes that the continued introduction of new products in its target markets is essential to its growth. As of December 31, 1997, the Company had 347 full-time employees engaged in research and development. Expenditures for research and development in 1997, 1996 and 1995 were approximately $64.2 million, $44.2 million and $14.3 million, respectively. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The markets for the Company's products are characterized by rapidly changing technology and evolving industry standards. In addition, markets for C-Cube's products are characterized by intense price competition. As the markets for the Company's products develop and competition increases, C-Cube anticipates that product life cycles will shorten and average selling prices will decline.* In particular, average selling price and product gross margin for each of the Company's products will decline as such products mature and as per order unit volumes for such products increase.* The Company's operating results will depend to a significant extent on its ability to continue to successfully introduce new products on a timely basis and to reduce costs of existing products.* In particular, C-Cube currently intends to announce several new products over the next year, including next generation MPEG-1 and MPEG-2 decoders.* There can be no assurance that these products will be successfully developed or will achieve market acceptance, and these products are not expected to contribute significantly to revenues in the first half of 1998. The failure of any of these products to be successfully introduced and achieve market acceptance could have a material adverse effect on the Company's business and results of operations. In addition, the Company continues to sell a number of earlier generation products; any failure to manage the transition to new products effectively would have a material adverse effect on the Company's business and results of operations. The success of new product introductions is dependent on several factors, including proper new product definition, product cost, timely completion and introduction of new product designs, quality of new products, differentiation of new products from those of the Company's competitors and market acceptance of C-Cube's and its customers' products. As a result, the Company believes that continued significant expenditures for research and development will be required in the future.* Because of the complexity of its products, C-Cube has experienced delays from time to time in completing development and introduction of new products, and, as a result, has from time to time not achieved the market share anticipated for such products. There can be no assurance that such delays will not be encountered in the development and introduction of future products, including the products currently expected to be announced over the next year. There can be no assurance that the Company will successfully identify new product opportunities and develop 12<PAGE> and bring new products to market in a timely manner, that products or technologies developed by others will not render C-Cube's products or technologies obsolete or noncompetitive, or that the Company's products will be selected for design into the products of its targeted customers. The failure of any of the Company's new product development efforts could have a material adverse effect on C-Cube's business and results ofoperations. |