Grass Valley Group Questions & Answers

Index


The Company

  1. What is the charter of the Grass Valley Group Inc.?

      The Grass Valley Group is focused squarely on making broadcasters and video professionals successful as they transition to production and distribution of digital content. Whether it's distributing high-quality digital content over the air, through broadcast facilities and across standard data networks, or providing the industry's best video storage and production tools, the Grass Valley Group's routers, switchers, modular, and Profile digital video server products offer the solution.

      To help broadcasters and video professionals exploit new digital media opportunities, the entire Grass Valley Group router, switcher, modular, and Profile digital video server lines are being refreshed with products that offer superior technological breadth and that will set new standards for flexibility, integration, and cost effectiveness.

  2. How is this Grass Valley Group different from the original company? Given the financial track record of the original company, what about this one will better position it for success?

      The Grass Valley Group, as a single, focused company, will not be competing for resources with other businesses as part of a portfolio company.

      Also strengthening the position of the new Grass Valley Group will be new products across all lines and a leaner cost structure.

      A $60 million research and development investment made over the past two years is resulting in the delivery of powerful new digital products in the company's Grass Valley switcher, router, and modular lines, as well as in the Profile digital video server line. These new product introductions, which started at NAB '99 and will continue through June of the year 2000, will offer capabilities that go far beyond those of the first generation of digital video and audio equipment. Industry excitement about these products is mounting. For example, even before the new Kalypso(TM) Video Production Center family was introduced, customer commitments for 15 Kalypso systems were in place.

      Much of the work in turning around the business has been completed. We've consolidated manufacturing into one plant services into one location at Nevada City, and streamlined our worldwide distribution structure .The leaner cost structure has shaped a focused, disciplined, and nimble entrepreneurial organization; approximately 700 employees support this $250 million business (~$333,000 per employee in annual revenue).That will make the company competitive with the top 25 percent of companies in the broadcast and video equipment industry.

  3. If the company is different, why are you using the old company name?

      The Grass Valley Group brand stands for technology leadership and customer intimacy, and is the de facto standard for broadcast industry support. The Profile server and Grass Valley switcher, router, and modular products have an unassailable reputation with broadcasters and an enduring legacy of leadership and excellence, which is a critical advantage in today's dynamic broadcast and professional video markets. The opportunities and challenges of the conversion to digital technologies require a nimble, proven innovator. The Grass Valley Group is that innovator.

  4. How does this new entity stack up in the market? What is your overall market share?

      Approximately $1 billion of Grass Valley equipment is installed worldwide today, with nearly 80 percent of television signals worldwide passing through it. The Grass Valley Group holds a number-one or number-two position across all of its product lines.

      The Profile video server enjoys a number-one position in both market share and brand name awareness, according to independent industry studies conducted by Cahners Publishing and Frost and Sullivan during the past 12 months.

      Grass Valley routers, switchers, and modular products are number two in their respective markets. Recent product introductions across all of these product lines give the Grass Valley Group reason to expect to see number-one positions being secured, and those products in number-two positions moving toward number one.

  5. Why create a new entity -- why not simply merge with an existing broadcast equipment supplier?

      Creating a new entity provides a much better foundation for the large number of new products which we're introducing. The flexibility and focus offered by forming a new company gives us a better opportunity to be number one in all the markets that we serve.

  6. How are customers reacting to this announcement?

      Very positively, as evidenced in the four quarters of steady growth which this organization realized as a division of Tektronix prior to the announcement of its formation as an independent entity. In fact, the fourth quarter of fiscal year 1999 was one of the organization's strongest, with 20 percent growth in orders. All of this occurred despite widespread speculation about the future business structure of the company.

  7. Where will Grass Valley Group Inc. be located?

      Headquarters of the company will be in Nevada City, California (northeast of Sacramento), with engineering design centers in Nevada City and in Beaverton, Oregon. The new company's on-going digital broadcast and video product development efforts will continue to be supported by the Tektronix software development center located in Bangalore, India. European headquarters for Grass Valley Group will be in London, England, with sales and technical support in Paris, France and Cologne, Germany. The Asia/Pacific market will be supported from Tokyo and Hong Kong.

  8. What impact will this transaction have on the local economy?

      Most of the Grass Valley Group's domestic operations will be consolidating in the Nevada City/Grass Valley area. (A core group of Profile engineering and marketing staff will remain in Beaverton, Oregon.) It is expected that approximately 50 families will be moving into the area. The increased presence of the Grass Valley Group in the greater Grass Valley/Nevada City area is expected to have a positive impact on the local economy.

  9. What is the distribution of Grass Valley Group personnel worldwide?

      The Grass Valley Group has more than 700 employees worldwide: 550 in the US and the Americas; 100 in Europe; and, 110 in the Pacific Region. Of those employees supporting Grass Valley Group product development efforts in the Pacific Region, 60 are employees of Tektronix software development center in Bangalore, India.

  10. Will there be layoffs associated with this transaction?

      We have been restructuring the business in preparation for the sale to obtain a leaner cost structure. We will continue with those planned actions, which include limited additional layoffs.

  11. What kind of on-going relationship will the new company have with Tektronix Inc.?

      Tektronix Inc. maintains a 10 percent equity position in the Grass Valley Group.

      Grass Valley Group is executing cross-license agreements with Tektronix to enable the companies to share technologies of common interest easily, and is participating in current and emerging opportunities in the broadcast-equipment and related markets.

  12. Why is Tektronix getting out of the video business?

      Strategically, Tektronix wants to play in different markets -- test and measurement and color printing. Over the past couple years, Tektronix has invested approximately $60 million in broadcast and video research and development. The Grass Valley Group will maintain that effort.

  13. What happens to the strategic alliance with Avid Technology? What about Avstar?

      Avstar LLC is a newsroom computing company launched by the Tektronix Video and Networking Division and Avid approximately 11 months ago. The Grass Valley Group, with its 100 percent focus on broadcast and professional video markets, is continuing to support the strategic alliance. Both companies believe that it is in the best interests of the broadcast industry to not only maintain this alliance, but to broaden it -- that is, a broader distribution model for Avid, and the ability for the Grass Valley Group to provide more editing solution options for news-based clients.

      Avstar is 50 percent owned by the Grass Valley Group and Avid Technology. Further questions about Avstar should be directed to Matt Danilowicz, president and CEO of Avstar.

Q&A Index


The Transaction

  1. What are the financial details of this transaction?

      Details of the transaction will not be disclosed.

  2. What specific assets is the Grass Valley Group purchasing from Tektronix?

      The Grass Valley Group is acquiring the assets of Tektronix' video content production business. These Emmy® award-winning broadcast equipment brands and products include the Profile® digital video server and the Grass Valley(TM) router, switcher, and modular product lines. Tektronix' extensive video content intellectual property portfolio is also included in the transaction. Approximately 700 employees of Tektronix video content production business are now employees of the Grass Valley Group.

  3. How stable is the Grass Valley Group?

      Very.

      The acquisition is being financed by an investor group led by Dr. Terence J. Gooding, an entrepreneurial industrialist, and Tim Thorsteinson, currently president of Tektronix Video and Networking Division (VND). Gooding will serve as chairman and chief executive officer of the Grass Valley Group, while Thorsteinson will serve as the new company's president and chief operating officer. Key engineering, sales, service, marketing, and finance executives currently with VND will continue in the new business.

      Currently, Gooding also is co-chairman of the board of Wavetek Wandel Goltermann Inc., the second largest international communications test company worldwide. Over the past 35 years, Gooding has successfully led five technology companies through product development and complementary acquisitions into growth markets. He has built two small companies to more than $1 billion in revenues annually.

      The transition to digital creates an opportunity for more leadership for the Grass Valley Group: the Profile video digital server and the Grass Valley switcher, router, and modular products all hold a number-one or number-two market positions. Leveraging an entirely new line of server, switcher, router, and modular products, the Grass Valley Group will expand this leadership in the growing broadcast and professional video equipment market which is expected to require more than $10 billion of new equipment over the next decade.

  4. How financially stable is the Grass Valley Group?

      This transaction is being financed by Dr. Gooding and prestigious individual bankers who are from around the world and who have significant contacts within the communications industry.

  5. Will the new owner remain involved as a longer term value player -- or is this a more opportunistic situation?

      Dr. Gooding, as evidenced by his track record with the businesses he has started, built, and managed, and Tim Thorsteinson, a seven-year veteran of Tektronix as a member of the company's senior management team, are committed to the long-term growth and success of the Grass Valley Group. As well, Larry Neitling continues to run operations in Grass Valley, Greg Wasche continues to run Profile engineering, and Russ Johnson continues to run sales operations in the Americas.

  6. Will Tektronix have a stake in the Grass Valley Group?

      Yes. Tektronix Inc. will retain a 10 percent equity interest in the Grass Valley Group.

  7. Why is Tektronix retaining the assets of the Videotele.com business?

      The Videotele.com business' focus on providing video streaming solutions to strategic network and service providers aligns well with the increased focus on telecommunications within Tektronix Measurement Business Division.

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The Players

  1. Who is on the management team of the Grass Valley Group?
    • Dr. Terry Gooding, Chairman of the Board and Chief Executive Officer
    • Tim Thorsteinson, President and Chief Operating Officer
    • Larry Neitling, Grass Valley Operations
    • Greg Wasche, Profile Engineering
    • Russ Johnson, The Americas Sales
    • Stephen Wong, Pacific Region Sales
    • John Phipps, European Sales
    • Jim Sakaguchi, Worldwide Service
    • Mike Cronk, Profile Marketing
    • Brian Cabeceiras, Grass Valley Sales Operations, Marketing, and Systems
    • Sam Dunne, Human Resources
    • Laura Barber-Miller, Public Relations & Executive Communications
  2. What kind of expertise or insight into the broadcast industry does the new ownership have?

      Dr. Gooding has been involved in the management of technology companies since 1965. Included in these were Wavetek (now Wavetek, Wandel, Goltermann), the world's second largest test and measurement instrumentation company, and Leica plc., one of the world's largest optical and scientific instruments. The new ownership feels the business is headed in the right direction. Dr. Gooding's business expertise will only strengthen this direction.

  3. How will the transition from being part of Tektronix to being an independent company be handled? How long will this process take?

      Both companies are working cooperatively to close the transaction by the end of September and to ensure a smooth handoff between their worldwide engineering, sales, service, and marketing teams. In addition to a US-based call center, certified system engineers and authorized service Grass Valley Group will also create a new Web site to provide direct access to online technical help, part ordering, software maintenance releases, release notes, and manuals.

Q&A Index


The Market

  1. What primary markets will the Grass Valley Group serve?

      The Grass Valley Group continues to focus on the broadcast and professional video markets with its award-winning routers, modular, and switcher and Profile digital video server products.

  2. What is the current state of those markets?

      In general, we are upbeat about the digital adoption trends we see worldwide. The European Economic Community has led the worldwide transition to digital by about two years. In the fourth quarter of the fiscal 1999 year, for example, Profile digital video server orders grew by 165 percent in that region. In fact, the European nations were early adopters of the Profile line. In the US, broadcasters have for the most part assessed what the digital transition will cost them. Now, they're beginning to implement some of these changes -- with a clear understanding of the transmission and infrastructure expense models needed for the next 12 months. While the rate of adoption is not as rapid in Asia, the region is experiencing an up-tick in digital product orders.

  3. How does the Grass Valley Group intend to stay competitive in those markets?

      New products and customer intimacy.

      The company continues to invest in Profile and Grass Valley research and development, and to accelerate the development and delivery of new, powerful, and innovative products.

      As important, the company continues to strive to provide the best-in-industry support of our customers, and make their requirements our number-one priority in the products and services we provide.

      Overall, our hope for the industry is as smooth a transition to digital as possible. We believe that the technological keys to effecting such a transition are increased connectivity or networking; more applications and more format choices; greater bandwidth and the ability to multi-purpose content; increased automation; and, rapid access to content on a global basis. These are qualities which customers will see in our products going forward.

  4. How does the Grass Valley Group intend to expand/create new markets, including those defined by broadband and Internet technologies?

      As the transition to digital production and transmission takes hold, many broadcast organizations are transforming themselves into media companies capable of delivering content to multiple, digital pipelines in applications for exciting new market ranging from the Internet to e-cinema.

      The Grass Valley Group's long-term roadmap will take these developments into account: its new products will support customers as they develop and brand high-value content, regardless of its ultimate digital destination, and make the Internet and similar data services a vital part of their business models.

Q&A Index


The Products

  1. How competitive are Grass Valley Group products in their respective markets?

      According to both industry and internal analysis, the Profile line of digital video servers holds the number-one position in its market. The Grass Valley modular, switcher, and router products hold the number-two position in their respective markets.

  2. What specific research and development efforts have been undertaken to ensure the future competitiveness of these products?

      Over the last two years, $60 million has been invested in research and development. The fruits of that effort will be borne out in the introduction of next-generation digital media solutions across all Grass Valley Group product lines--solutions that underscore the company's leadership in understanding both the current and future needs of its customers.

  3. What is the significance of the recently announced Kalypso Video Production Center line?

      The Kalypso Video Production Center family is the most self-contained, powerful and cost-effective solution for controlling teleproduction environments--one that supports standard-definition (SD) today and that will be capable of supporting high-definition (HD) in the future. It also exemplifies the kind of innovation and forward-thinking leadership that the Grass Valley Group will demand of itself and offer its customers.

  4. How is the Profile video server family keeping pace with the changes and opportunities in digital broadcasting and distribution?

      This year's National Association of Broadcasters (NAB) convention saw a demonstration of a multi-channel Profile digital video server that cost-effectively stored HD material at rates up to 80 Mbps using MPEG2@HL. The Grass Valley Group continues to explore ways to imbue the Profile line with more bandwidth, more networking features, and an increased ability to distribute digital content through myriad pipelines. Any announcements regarding the future product strategy for the Profile line will come later this year.

  5. What about other products such as routers and converters--how are they faring?

      Fifteen new Grass Valley modular products have been introduced since January, making a total of 24 modular product introductions in the last 12 months. At this year's NAB, a new Grass Valley narrowband audio routing system was unveiled. A new addition to the Grass Valley router family will debut at this year's International Broadcasters Conference (IBC) in Amsterdam, The Netherlands.

Q&A Index


The Future

  1. Does Grass Valley Group intend to acquire new products, technologies or companies?

      Grass Valley Group will always look for ways to strengthen the business. The company's short-term plan is to complete the introduction of new solutions across all its product lines by June of 2000. Management of the company currently has no immediate, further acquisition plans. However, Grass Valley Group management always is looking for ways to strengthen the company. Management will remain watchful for new technologies and opportunities that will help the Grass Valley Group better serve current and pursue emerging markets.

  2. Does the Grass Valley Group intend to divest itself of any of its newly acquired assets?

      No.

  3. How much revenue does Grass Valley Group expect to generate in its first year?

      The company is expected to generate annual sales of approximately $250 million.

  4. Does the Grass Valley Group have plans to make an initial public offering of stock?

      No. For the foreseeable future, Grass Valley Group will remain a privately held concern.

  5. Does the Grass Valley Group intend to remain primarily located in the Grass Valley/Nevada City area?

      Yes. As a global concern, Grass Valley Group will operate in locations that can best capitalize on available talent. Specifically:

      • Executive staff and key managers and personnel will work from Nevada City, California at the current Grass Valley site;
      • The Profile team, with approximately 100 engineering and marketing personnel, will operate from Beaverton, Oregon;
      • A software design team, with approximately 60 employees, is operating from Bangalore, India;
      • North, Central and South American sales, service, and technical support will operate out of Nevada City;
      • European, Middle Eastern, and African sales, service and technical support will operate out of London, England; Paris, France; and Cologne, Germany; and,
      • Pacific Region sales, service and technical support will come from Tokyo and Hong Kong.
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For the latest Grass Valley Group product information, see www.grassvalleygroup.com.