<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended October 2, 1999
OR
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________.
Commission File No. 0-18033
EXABYTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-0988566
(State of Incorporation) (I.R.S. Employer Identification No.)
1685 38th Street
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 442-4333
(Registrant's Telephone Number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days.
Yes /X/ No / /
As of November 8, 1999, there were 22,753,911 shares outstanding of the
Registrant's Common Stock (par value $0.001 per share).
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<PAGE> 2
EXABYTE CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Consolidated Balance Sheets --
October 2, 1999 (Unaudited)and January 2, 1999.......... 3
Consolidated Statements of Operations --
Three and Nine Months Ended October 2, 1999
and October 3, 1998 (Unaudited).................... 4-5
Consolidated Statements of Cash Flows --
Nine Months Ended October 2, 1999
and October 3, 1998 (Unaudited).................... 6-7
Notes to Consolidated Financial Statements (Unaudited).. 8-11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations......................................... 12-20
Item 3. Quantitative and Qualitative Disclosures About Market
Risk............................................... 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 20
Item 6. Exhibits and Reports on Form 8-K........................ 20-22
<PAGE> 3
PART I Item 1. Financial Statements
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
October 2, January 2,
1999 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................... $ 29,655 $ 56,571
Short-term investments....................... 11,804 14,145
Accounts receivable, less allowance
for doubtful accounts and reserves for
customer returns and credits of $7,953 and
$7,830, respectively....................... 30,601 38,014
Inventories, net............................. 24,949 26,997
Deferred income taxes........................ 14,076 14,213
Other current assets......................... 5,156 5,692
-------- --------
Total current assets.................... 116,241 155,632
Property and equipment, net....................... 26,090 28,396
Deferred income taxes............................. 24,503 22,732
Other assets...................................... 1,168 1,076
-------- --------
$168,002 $207,836
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................. $ 13,010 $ 16,032
Accruals and other liabilities............... 15,602 14,002
Accrued income taxes......................... 2,226 2,370
Current portion of long-term obligations..... 2,615 1,699
-------- --------
Total current liabilities............... 33,453 34,103
Long-term obligations............................. 5,795 7,461
Stockholders' equity:
Preferred stock, $.001 par value;
14,000 shares authorized; no shares
issued..................................... -- --
Common stock, $.001 par value; 50,000 shares
authorized; 22,756 and 22,647 shares
issued and outstanding, respectively....... 67,072 66,716
Treasury stock, at cost, 455 shares.......... (2,742) (2,742)
Retained earnings............................ 64,424 102,298
-------- --------
Total stockholders' equity.............. 128,754 166,272
-------- --------
$168,002 $207,836
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> 4
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
October 2, October 3,
1999 1998
-------- --------
<S> <C> <C>
Net sales.................................... $ 53,041 $ 72,805
Cost of goods sold........................... 45,755 51,639
-------- --------
Gross profit................................. 7,286 21,166
Operating expenses:
Selling, general and administrative..... 15,973 13,723
Research and development................ 9,658 7,880
-------- --------
Loss from operations......................... (18,345) (437)
Other income, net............................ 900 949
-------- --------
Income (loss) before income taxes............ (17,445) 512
Provision for income taxes................... (58) (174)
-------- --------
Net income (loss)............................ $(17,503) $ 338
======== ========
Basic net income (loss) per share............ $ (0.78) $ 0.02
======== ========
Common shares used in the calculation of
basic net income (loss) per share....... 22,300 22,340
======== ========
Diluted net income (loss) per share.......... $ (0.78) $ 0.02
======== ========
Common and potential common shares used in
the calculation of diluted net income
(loss) per share........................ 22,300 22,346
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> 5
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------
October 2, October 3,
1999 1998
-------- --------
<S> <C> <C>
Net sales.................................... $164,210 $223,309
Cost of goods sold........................... 135,066 157,946
-------- --------
Gross profit................................. 29,144 65,363
Operating expenses:
Selling, general and administrative..... 43,701 41,642
Research and development................ 26,132 21,088
-------- --------
Income (loss) from operations................ (40,689) 2,633
Other income, net............................ 1,264 1,182
-------- --------
Income (loss) before income taxes............ (39,425) 3,815
(Provision) benefit for income taxes......... 1,551 (1,297)
-------- --------
Net income (loss)............................ $(37,874) $ 2,518
======== ========
Basic net income (loss) per share............ $ (1.70) $ 0.11
======== ========
Common shares used in the calculation of
basic net income (loss) per share....... 22,234 22,338
======== ========
Diluted net income (loss) per share.......... $ (1.70) $ 0.11
======== ========
Common and potential common shares used in
the calculation of diluted net income
(loss) per share........................ 22,234 22,493
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> 6
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------
October 2, October 3,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers.............. $171,310 $220,192
Cash paid to suppliers and employees...... (190,474) (202,964)
Interest received......................... 2,113 1,614
Interest paid............................. (380) (465)
Income taxes paid......................... (209) (728)
Income tax refund received................ 572 11,606
Net cash provided (used) by -------- --------
operating activities............... (17,068) 29,255
-------- --------
Cash flows from investing activities:
Sale (Purchase) of short-term
investments, net........................ 2,341 (11,030)
Capital expenditures...................... (8,725) (6,234)
Net cash used by -------- --------
investing activities............... (6,384) (17,264)
-------- --------
Cash flows from financing activities:
Net proceeds from issuance of
common stock............................ 356 499
Purchase of treasury stock................ -- (2,332)
Principal payments under long-term
obligations............................. (3,820) (763)
Net cash used by financing -------- --------
activities......................... (3,464) (2,596)
-------- --------
Net increase (decrease) in cash and cash
equivalents............................... (26,916) 9,395
Cash and cash equivalents at beginning
of period................................. 56,571 47,014
-------- --------
Cash and cash equivalents at end
of period................................. $ 29,655 $ 56,409
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> 7
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------
October 2, October 3,
1999 1998
--------- ---------
<S> <C> <C>
Reconciliation of net income (loss) to net cash
provided (used) by operating activities:
Net income (loss)......................... $(37,874) $ 2,518
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities:
Depreciation, amortization
and other............................. 12,012 12,490
Deferred income tax benefit............. (1,634) (2,666)
Provision for losses and reserves
on accounts receivable................ 4,939 6,802
Change in assets and liabilities:
Accounts receivable....................... 2,474 (10,931)
Inventories, net.......................... 2,048 14,615
Income tax receivable..................... 589 13,130
Other current assets...................... 1,146 2,440
Other assets.............................. (129) 220
Accounts payable.......................... (3,022) 1,340
Accrued liabilities....................... 1,600 (13,137)
Accrued income taxes...................... (144) 1,711
Other long-term obligations............... 927 723
-------- --------
Net cash provided (used) by
operating activities................ $(17,068) $ 29,255
======== ========
Supplemental schedule of non-cash
investing and financing activities:
Note payable issued to purchase
property and equipment................. $ 2,143 $ 1,102
Capital lease obligations................. -- 904
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE> 8
EXABYTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1--ACCOUNTING PRINCIPLES
The consolidated balance sheet as of October 2, 1999, the consolidated
statements of operations for the three and nine months ended October 2, 1999
and October 3, 1998, as well as the consolidated statements of cash flows
for the nine months ended October 2, 1999 and October 3, 1998, have been
prepared by Exabyte Corporation (the "Company") without an audit. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation thereof, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's January 2, 1999 annual report to
stockholders heretofore filed with the Commission as Part II to the Company's
Annual Report on Form 10-K. The results of operations for interim periods
presented are not necessarily indicative of the operating results for the
full year.
Note 2--NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 prescribes
accounting for changes in the fair value of derivatives. In July 1999, the
FASB delayed the implementation date of this standard to all fiscal quarters of
all fiscal years beginning after June 15, 2000. This delay was published as
Statement of Financial Accounting Standards No. 137 ("SFAS 137"). The Company
is in the process of assessing the effects of application of this statement,
and believes it will not have a material impact on the Company's consolidated
results of operations. Application may result in the recognition of components
of comprehensive income which are discussed in Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."
Note 3--INVENTORIES
Inventories consist of the following:
(In thousands)
<TABLE>
<CAPTION>
October 2, January 2,
1999 1999
-------- --------
<S> <C> <C>
Raw materials and component parts............ $ 13,616 $ 16,851
Work-in-process.............................. 1,710 1,931
Finished goods............................... 9,623 8,215
-------- --------
$ 24,949 $ 26,997
======== ========
</TABLE>
<PAGE> 9
Note 4--ACCRUED LIABILITIES
Accrued liabilities consist of the following:
(In thousands)
<TABLE>
<CAPTION>
October 2, January 2,
1999 1999
-------- --------
<S> <C> <C>
Wages and employee benefits.................. $ 8,062 $ 6,047
Warranty and other related costs............. 4,572 4,650
Other........................................ 2,968 3,305
-------- --------
$ 15,602 $ 14,002
======== ========
</TABLE>
Note 5--BASIC AND DILUTED EARNINGS PER SHARE
The calculation of basic and diluted earnings per share ("EPS") is as follows:
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
October 2, October 3, October 2, October 3,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic EPS computation:
Net income (loss)........................ $(17,503) $ 338 $(37,874) $ 2,518
======== ======== ======== ========
Common shares outstanding................ 22,300 22,340 22,234 22,338
======== ======== ======== ========
Basic EPS................................ $ (0.78) $ 0.02 $ (1.70) $ 0.11
======== ======== ======== ========
Diluted EPS computation:
Net income (loss)........................ $(17,503) $ 338 $(37,874) $ 2,518
======== ======== ======== ========
Shares:
Common shares outstanding............ 22,300 22,340 22,234 22,338
Dilutive stock options............... -- 6 -- 155
-------- -------- -------- --------
22,300 22,346 22,234 22,493
======== ======== ======== ========
Diluted EPS.............................. $ (0.78) $ 0.02 $ (1.70) $ 0.11
======== ======== ======== ========
</TABLE>
Excluded from potential common share calculations for the third quarter of
1999 and 1998 were 4,147,000 and 3,939,000 options to purchase shares of common
stock, respectively, because their exercise prices were greater than the
average fair market value of the Company's stock for the period, and as such
they would be antidilutive. Impacting year-to-date share calculations for 1999
and 1998 was the second quarter exclusion of 4,564,000 and 2,882,000 options to
purchase common stock, respectively, and the first quarter exclusion of
4,811,000 and 4,109,000 options to purchase common stock, respectively, for
this same reason.
<PAGE> 10
In addition, for the third, second and first quarters of 1999, options to
purchase 204,000, 34,000 and 36,000 shares of common stock, respectively, were
excluded from the diluted EPS computation above because of their antidilutive
effect on net loss per share. Inclusion of these shares would have resulted in
additional dilutive stock options outstanding of 1,000 for both the quarter and
year-to-date periods.
Since October 2, 1999, the Company has not issued any stock options.
Note 6 -- RESTRUCTURING
During the third quarter of 1999 the Company incurred $2.4 million in pre-tax
charges related to a restructuring which simplified the Company's structure by
combining several marketing and operational units under common management.
These charges were related to workforce reductions including severance,
outplacement and benefits. Severance costs related to domestic reductions in
workforce of $1.3 million were paid in cash during the third quarter. The
remaining $1.1 million is expected to be paid by the end of 1999. These
charges include severance and outplacement benefits.
<PAGE> 11
Note 7 -- SEGMENT INFORMATION
In 1998, the Company adopted Statement of Financial Accounting Standards No.
131 "Disclosures About Segments of an Enterprise and Related Information"
("SFAS 131"). At the time, the Company was organized on a divisional basis by
product lines. Each product line was engineered, manufactured and marketed in
one of three different operating segments. Certain other costs including
administrative, sales, technical support and corporate marketing were not
allocated to the segments and were considered corporate costs. During the
third quarter of 1999, commensurate with the restructuring the Company
collapsed the three separate operating segments into one. Currently, all
operations of the Company are considered one operating segment. Therefore,
no segment disclosures have been presented. The Company will continue to
review the internal reporting structure for future changes that could result
in disclosure of segments under SFAS 131.
Note 8--RECLASSIFICATIONS
Certain reclassifications have been made to historical information to
correspond to the 1999 financial statement presentation.
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This Form 10-Q contains forward-looking statements within the context of
Section 21E of the Securities Exchange Act of 1934, as amended. Each and
every forward-looking statement involves a number of risks and uncertainties,
including those risk factors specifically delineated and described in Part 1,
Item 1 of the Company's 1998 Form 10-K, filed April 1, 1999("1998 Form 10-K").
The actual results that the Company achieves may differ materially from any
forward-looking statements due to such risks and uncertainties. The Company
has identified by *bold-face* various sentences within this Form 10-Q which
contain such forward-looking statements. Additionally, words such as
"believes," "anticipates," "expects," "intends," and similar expressions are
intended to identify forward-looking statements, but are not the exclusive
means of identifying such statements. The Company undertakes no obligation to
revise any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this report.
PRODUCT DEVELOPMENT / MAMMOTH-2
Exabyte participates in an industry that is subject to rapid technological
change. The Company believes that its future success will depend on its
ability to apply and extend its technology and further develop reliable tape
subsystems and robotic tape libraries with competitive price performance and
quality characteristics. Accordingly, Exabyte's ability to compete
successfully depends on continued enhancements to its existing products and the
timely development of new products that meet the changing needs of users. The
Company has experienced delays from time to time meeting internal product
development schedules. In the future, the Company may encounter difficulties
that could delay or prevent future product development.
The Company is currently developing Mammoth-2, the second generation of
Exabyte's original Mammoth drive. Worldwide shipment of Mammoth-2 to customers
is expected to begin in December of 1999.
There can be no assurance that Mammoth-2 or any other announced product or
unannounced product in development will be successfully developed, made
commercially available on a timely basis or achieve market acceptance. Any
inability or delay of the Company to timely develop and manufacture this
product would have a material adverse impact on its sales, as well as the sale
of Mammoth tape drives and would have a material adverse effect on the
Company's results of operations.
YEAR 2000 COMPLIANCE
The phenomenon, known generally as the Year 2000 problem, involves the
potential inability of information or other data-dependent systems to
properly distinguish year references as of the turn of the century.
The Company believes the Year 2000 problem represents a material risk
to the Company.
The Company itself is heavily dependent upon the proper functioning of its own
computer or data-dependent systems, including, but not limited to, its systems
in areas such as information, business, financial, operations, manufacturing
and service. Any failure or malfunctioning on the part of these or other
systems could adversely affect the Company in ways that are not currently
known, discernable, quantifiable or otherwise anticipated by the Company.
<PAGE> 13
In mid-1997, Exabyte formed an internal task force to evaluate those areas of
the Company that may be affected by the Year 2000 problem and devised a plan
for the Company to become Year 2000 compliant in a timely manner (the "Plan").
An inventory of all critical systems has been completed. Systems upgrades,
which are Year 2000 compliant, have been completed or are planned during 1999
in response to normal business needs. The Company has encountered delays in
scheduling of testing and the replacement of some computer equipment, including
equipment used in the Company's manufacturing process. The Company has
developed a plan to place Exabyte back on schedule, however, there is no
assurance that the replacement of equipment, or the testing of systems can be
completed on a timely basis. In addition, the Company could incur significant
costs in implementing the revised plan. It is anticipated that such costs will
not exceed $500,000. *The completion of the revised portions of the plan is
continuning into the fourth quarter of 1999. The testing of these systems is
scheduled to be completed during the fourth quarter of 1999.* In addition, the
Company's subsidiaries are in the process of being incorporated into the
Company's Plan to become Year 2000 compliant. The Company's subsidiaries have
also encountered delays in completing testing and replacement. Such testing
and replacement is now scheduled to be completed during the fourth quarter of
1999.
There can be no assurance that the Company will be able to upgrade any or all
of its, or its subsidiaries', major systems in accordance with the Plan or the
revised plan, or, once upgraded, that the systems will be Year 2000 compliant.
Should the Company fail to upgrade such systems in a timely manner, or should
those upgrades fail to be Year 2000 compliant, the Company may be unable to
conduct business or manufacture its products after January 1, 2000, which could
cause a material adverse effect on the Company's results of operations.
The Company's suppliers (particularly sole-source and long lead-time
suppliers) and key customers may be adversely affected by their respective
failure to address the Year 2000 problem. Should any of the Company's
suppliers encounter Year 2000 problems that cause them to delay manufacturing
or shipments of key components to Exabyte, the Company may be forced to delay
or cancel shipments of its products, which would have a material adverse
effect on the Company's results of operations. Additionally, any inability of
Exabyte's key customers to become Year 2000 compliant which would cause them
to delay or cancel substantial purchase orders or delivery of Exabyte's
products would also have a material adverse effect on the Company's results of
operations. The Company is currently addressing the Year 2000 readiness of
its suppliers and customers, as well as each of their respective suppliers,
to address their Year 2000 readiness in a timely manner. Letters have been
sent to critical suppliers for information to assess their readiness.
Additionally, the Company has become a member company of the High Tech
Consortium Year 2000 and Beyond, L.L.C. ("HTC") (see their website at
http://www.hightech2000.com). The HTC member companies have developed and are
using a process for determining the Year 2000 readiness of suppliers and are
sharing information on all supply chain information and contingency planning
concerning Year 2000 issues. *The Company anticipates that these efforts will
continue throughout 1999.* However, there is no assurance that all critical
suppliers will be assessed for year 2000 readiness or will respond to the
letters sent. Further, there can be no assurance that such suppliers will not
encounter year 2000 problems that cause them to delay manufacturing or
shipments of key components to Exabyte despite appearance of year 2000
readiness.
Exabyte has incurred to date no incremental material costs associated with its
efforts to become Year 2000 compliant, as the majority of the costs have
occurred as a result of normal upgrade procedures. *Furthermore, with the
<PAGE> 14
exception of the costs that could be associated with the revised plan, the
Company believes that future costs associated with its Year 2000 compliance
effort will not be material.*
Currently, the Company is developing a contingency plan should the Company or
its key suppliers be unsuccessful in its efforts to become Year 2000 compliant.
*The Company anticipates that its contingency planning will continue through
the fourth quarter of 1999. The Company could incur significant material costs
related to its contingency plan.* Such material costs are currently unknown
but may include costs associated with creating a buffer stock of the Company's
products or other such measures the Company feels is necessary to maintain
operations should the Company face adverse difficulties relating to the Year
2000 problem. Furthermore, until the Company has completed and implemented its
contingency plan, it has no way of quantifying such costs of implementation.
*The Company believes that the tape drives and tape libraries manufactured or
produced by the Company do not use and have not used date data in order to
meet stated functional performance characteristics. The Company further
believes such products accurately process date data (including, but not
limited to, calculating, comparing and sequencing) from, into and between the
twentieth and twenty-first centuries, including leap year calculations,
provided such products operate in accordance with the Company's published
specifications, and further provided that all hardware, third-party software
and firmware used in combination with the Company's products properly exchange
date data with such products.* However, there can be no assurance that the
Company's products will function in this manner. Any failure of the Company's
product to perform in accordance with specifications could result in the loss
of critical user data, resulting in claims against the Company for damages
arising from such data loss, which could have a material adverse effect on the
Company's results of operations.
*In addition, Exabyte believes that many companies in the high technology
industry will face significant litigation in the future regarding problems
caused by Year 2000 noncompliance. Because Exabyte operates in the high
technology industry, the Company believes that it may be the subject of such
litigation, which could have a material adverse effect on the Company's
results of operations.*
YEAR 2000 CUSTOMER DEPENDENCE
Many of the Company's customers and end-users of Exabyte products are currently
completing testing of their existing business products (including the Company's
products) for Year 2000 compliance.*Because of the nature of the Year 2000
problem, as well as the complexity and costs associated with such testing
procedures, it is possible that some of these customers and/or end-users will
not purchase additional products (including the Company's products) following
the completion of their Year 2000 testing until after the fourth
quarter of 1999. Should this occur, Exabyte may experience a substantial
shortfall in the sale of its products during the latter part of 1999, which
could have a material adverse effect on the Company's results of operations.*
RESULTS OF OPERATIONS
The following table sets forth unaudited operating results for the three and
nine month periods ended October 2, 1999 and October 3, 1998 as a percentage of
sales in each of these periods. This data has been derived from the unaudited
consolidated financial statements.
<PAGE> 15
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
October 2, October 3, October 2, October 3,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales.................................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold........................... 86.3 70.9 82.3 70.7
----- ----- ----- -----
Gross profit................................. 13.7 29.1 17.7 29.3
Operating expenses:
Selling, general and administrative........ 30.1 18.9 26.6 18.7
Research and development................... 18.2 10.8 15.9 9.4
----- ----- ----- -----
Income (loss) from operations................ (34.6) (0.6) (24.8) 1.2
Other income, net............................ 1.7 1.3 0.8 0.5
----- ----- ----- -----
Income (loss) before income taxes............ (32.9) 0.7 (24.0) 1.7
(Provision) benefit for income taxes......... (0.1) (0.2) 0.9 (0.6)
----- ----- ----- -----
Net income (loss)............................ (33.0)% 0.5% (23.1)% 1.1%
===== ===== ===== =====
</TABLE>
RESTRUCTURING CHARGES
*The Company anticipates annual savings of approximately $11.0 million as a
result of the restructuring. These savings include decreased payroll and
fringe benefits, as well as savings on building rent, utilities and taxes.
Expected payroll savings are the result of reductions in workforce and open
positions that will not be filled as a result of the restructuring.*
Additional information concerning the restructuring is incorporated by
reference from Item 1, "Notes to Consolidated Financial Statements," under the
caption, "Note 6 -- Restructuring".
NET SALES
Net sales during the third quarter and first nine months of 1999 decreased to
$53.0 million and $164.2 million, respectively from $72.8 million and $223.3
million, respectively for the same periods in the previous year. These
absolute dollar decreases represent a 27.2% decrease for the quarterly periods
and a 26.5% decrease for the nine month periods. DLTtape(TM) library sales
increased in the third quarter and year-to date periods of 1999 over the
comparable periods in 1998. Reserves for sales programs during these same
periods decreased in 1999 over 1998, having a positive impact on net sales.
These increases in net sales were offset by decreases in sales of all other
products for the third quarter and year-to-date periods of 1999 over the
comparable periods in 1998.
Sales of DLTtape(TM) libraries increased to $4.5 million and $11.2 million,
respectively, for the third quarter and first nine months of 1999 compared to
$3.7 million and $8.2 million for the same periods in 1998. For these same
periods, reserves for sales programs decreased to $1.6 million and $5.5
million, respectively, in 1999 from $3.6 million and $9.0 million,
respectively, in 1998.
<PAGE> 16
Net sales of the following products decreased in the third quarter and first
nine months of 1999, respectively, compared to the same periods in 1998,
respectively: combined Mammoth and Mammoth-LT sales decreased to $13.6 million
and $47.4 million, respectively, from $16.7 million and $48.4 million,
respectively. Sales of 8mm libraries decreased to $8.7 million and $20.6
million, respectively from $10.4 million and $34.4 million, respectively.
Media sales decreased to $14.9 million and $48.2 million, respectively from
$19.8 million and $51.5 million, respectively. Eliant(TM) 820 drive sales
decreased to $9.1 million and $30.0 million, respectively, from $11.7 million
and $41.5 million, respectively. Service revenue decreased to $3.7 million and
$11.7 million, respectively, from $4.4 million and $14.8 million. Other end of
life product sales (primarily the 8505XL and 8700) decreased to $0.2 million
and $0.6 million, respectively, from $9.8 million and $33.4 million,
respectively.
The following table presents the Company's sales by product as a percentage of
total net sales for the thrid quarter and first nine months of 1999 and 1998:
PRODUCT MIX TABLE
(As a percentage of net sales)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
October 2, October 3, October 2, October 3,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
8mm drives:
Mammoth, Mammoth LT
and Eliant(TM)820......................... 42.9% 39.0% 47.1% 40.3%
Libraries:
10h, 210, 220, 440, 480, X200, EZ17,
17D, 18D, 230D and 690D.................... 24.9 19.3 19.4 19.1
Other end-of-life drives and libraries....... 0.4 13.3 0.3 14.9
Media........................................ 28.0 27.2 29.4 23.1
Service, spares and other.................... 6.9 6.2 7.1 6.7
Sales allowances............................. (3.1) (5.0) (3.3) (4.1)
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
</TABLE>
<PAGE> 17
The following table presents the Company's sales to different customer types as
a percentage of total net sales for the third quarter and first nine months of
1999 and 1998:
CUSTOMER MIX TABLE
(As a percentage of net sales)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
October 2, October 3, October 2, October 3,
1999 1998 1999 1998
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Customer Type:
- ------------------
OEM.......................................... 36.5% 48.2% 40.9% 47.0%
Reseller..................................... 58.7 47.6 54.5 48.9
End-user and other........................... 4.8 4.2 4.6 4.1
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
</TABLE>
The following table summarizes sales to major customers:
SALES TO MAJOR CUSTOMERS
(As a percentage of net sales)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
October 2, October 3, October 2, October 3,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Customer:
- ----------
OEM A........................................ 15.5% 16.1% 16.3% 13.9%
Reseller B................................... 15.4 14.4 12.9 13.3
OEM C........................................ (x) (x) 11.3 11.1
Reseller D................................... 10.0 (x) (x) (x)
OEM E........................................ (x) 12.8 (x) (x)
(x) Sales to this customer did not meet or exceed 10% of total sales in this period.
</TABLE>
No other customers accounted for 10% or more of sales in any of these periods.
*Since these and other major customers also sell competing products and
continually review new technologies, there can be no assurance that sales to
these or any other customers will continue to represent the same portion of
the Company's future revenue.*
GROSS MARGIN
The gross margin percentages for the third quarter and first nine months of
1999 were 13.7% and 17.8%, respectively. Without restructuring charges,
these margins were 15.0% and 18.2%, respectively. These percentages decreased
<PAGE> 18
from gross margin percentages for the same periods in 1998 of 29.1% and 29.3%,
respectively. Margins were negatively impacted by lower net sales which are
tied to a relatively fixed manufacturing cost structure. During the first nine
months of 1999, the Company had significantly more plant capacity than was
being utilized at current manufacturing volumes. Additionally, product margins
were negatively impacted by lower pricing as certain products approach end of
life status.
OPERATING EXPENSES
Selling, general and administrative expenses for the third quarter and first
nine months of 1999 increased as a percentage of net sales to 30.1% and 26.6%,
respectively, from 18.9% and 18.7%, respectively, for the same periods in the
previous year. Without restructuring charges, these expenses for the third
quarter and first nine months of 1999 were 27.4% and 25.7%, respectively. In
absolute dollars, these increases without restructuring charges were $798,000
for the quarterly periods and $606,000 for the year to date period. The
increase in absolute dollars was comprised principally of salaries and related
costs and travel expenses. This increase in absolute dollars was one of the
primary factors which resulted in the Company's decision to restructure
operations to decrease required headcount.
Research and development expenses increased to 18.2% and 15.9%, respectively,
for the third quarter and first nine months of 1999 compared to 10.8% and 9.4%,
respectively for the same periods in the previous year. Without restructuring
charges, these percentages for 1999 were 17.6% and 15.7%, respectively. In
absolute dollars, these increases without restructuring charges were $1.4
million for the quarterly periods and $4.7 million for the year to date
period. Spending has increased in the 1999 periods to support the planned
release of certain announced products during 1999. In addition, the Company
has contracted with a third party for the development of technology related to
future generation tape products. Under this contract, the Company incurred
$806,000 and $1.4 million of engineering expense, respectively, in the third
quarter and first nine months of 1999.
OTHER INCOME, NET
Other income, net consists primarily of interest income and expenses, foreign
currency translation gains and losses, and other miscellaneous items. Other
income for the third quarter of 1999 decreased to $900,000 from $949,000 for
the same period in 1998. For first nine months of 1999, other income increased
to $1.3 million from $1.2 million for the same period in 1998. These
fluctuations were the result of increased interest income and unfavorable
translation impacts in 1999 over 1998.
TAXES
The provision for income taxes for the third quarter and first nine months of
1999 was (0.3)% and 3.9%, respectively, of pretax income. The provision for
both comparable periods in 1998 was 34.0%. At June 3, 1999, management
evaluated all available evidence related to the realizability of deferred tax
assets reflected in the balance sheet. Based upon the weight of available
evidence, both positive and negative, managment determined that a valuation
allowance was required on a portion of the deferred tax assets. *Mangement
deems it inappropriate to record any further deferred tax assets until
projected operating results reflect greater certainty of profitability or the
Company's ability to realize such benefits. Management believes that it is
more likely than not that currently recorded deferred tax assets ($38.6 million
at October 2, 1999) will be fully realized. If, in the future, the Company
<PAGE> 19
determines that these assets are impaired due to changes in projections of
operations, future deferred tax assets may not be recorded and reserves may be
established against the existing deferred tax assets which may have a material
adverse impact on the tax rate and on the results of operations of the
Company.*
NET INCOME (LOSS)
Basic net loss per share for the third quarter of 1999 was $0.78 compared to
net income of $0.02 for the same period in 1998. For the first nine months of
1999, basic net loss per share was $1.70 compared to net income of $0.11 for
the same period in 1998. Without restructuring charges, basic net loss per
share for the quarterly and year to date periods of 1999 was $0.68 and $1.59,
respectively. Net income for both the quarter and year to date in 1999 was
adversely impacted by the decrease in net sales and gross margin compared to
the same periods in 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 1999, the Company expended $17.1 million of
cash for operating activities, expended $8.7 million for capital equipment,
expended $3.8 million on long-term obligations and received $356,000 for the
insuance of common stock to company employees. Together, these activities
resulted in a net decrease in the combined balance of cash and short-term
investments of $26.9 million to a quarter-ending balance of $41.5 million.
The Company's working capital decreased to $82.8 million at October 2, 1999
from $121.5 million at January 2, 1999.
The Company renegotiated a $7.5 million bank line of credit which expires
May 15, 2000. This line of credit is secured by a $7,500,000 investment with
the lender and as a result, covenants from the previous line of credit have
been eliminated. Use of the invested funds is not legally restricted. On
November 2, 1999 the amount available under the line was $7.5 million and no
borrowings were outstanding. Borrowings under the line of credit bear interest
at the lower of the bank's prime rate or LIBOR + 2%. Offsetting the amount
available under the line of credit is a letter of credit which secures certain
leasehold improvements made by the Company's subsidiary in Germany. This
letter is currently for DM 1,100,000 and decreases by DM 100,000 in August of
each year until it is fully depleted. *The Company anticipates that it will
renew this line at comparable terms upon its expiration.*
*The Company anticipates that its cash balance will continue to decline through
the fourth quarter of 1999. The Company believes its existing sources of
liquidity and funds expected to be generated from operations will provide
adequate cash to fund the Company's anticipated working capital and other cash
requirements through fiscal 2000.*
NEW ACCOUNTING PRONOUNCEMENT
Information concerning new accounting pronouncements is incorporated by
reference from Item 1, "Notes to Consolidated Financial Statements," under the
caption, Note 2--"New Accounting Pronouncement."
MARKET RISK
The Company, from time to time, enters into foreign currency forward contracts
in anticipation of movements in the dollar/yen exchange rate to hedge the
purchase of certain inventory components from Japanese manufacturers.
<PAGE> 20
Contracts are established with a maturity date within six months of the
purchase date. To be considered a hedge, contracts must be established for
future purchases denominated in yen. In circumstances where the timing of
hedged purchases is deferred, the contract maturity dates are extended to cover
the deferred payment. At October 2, 1999, there were no contracts outstanding.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information concerning the Company's market risk is incorporated by reference
from Item 2, "Management's Discussion and Analysis of Financial Condition and
Results of Operations," under the caption, "Market Risk".
PART II.
Item 1. Legal Proceedings
On June 18, 1999, Ecrix Corporation filed a Complaint in the United States
District Court for the District of Colorado seeking judgment declaring seven
patents owned by Exabyte to be invalid or not infringed by certain tape drive
products manufactured by Ecrix. Although Exabyte engaged in settlement
discussions both before and after June 18, 1999, Ecrix rejected Exabyte's
settlement offers. Therefore, on October 7, 1999, Exabyte filed an Answer and
Counterclaim asserting infringement by Ecrix of eight patents. In response,
Ecrix filed an Amended Complaint, which was effectively filed October 21, 1999,
asserting additional antitrust claims under the Sherman Act and Colorado
Antitrust Act, as well as claims of patent misuse, estoppel, unfair competition
under Section 43(a) of the Lanham Act and common law, violation of Colorado
Consumer Protection Act, and tortious interference. Exabyte will respond to
Ecrix's Amended Complaint by November 19, 1999. A Scheduling Conference is
scheduled to take place with the Court on November 18, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index
Exhibit
Number Description
------- -----------
27.0 Financial Data Schedule-Part I Exhibit
(b) Reports on Form 8-K: There were no reports on Form 8-K for the
three month period ended October 2, 1999.
<PAGE> 21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EXABYTE CORPORATION
Registrant
Date November 16, 1999 By /s/ Stephen F. Smith
----------------------- -----------------------------------
Stephen F. Smith
Vice President, Chief Financial
Officer, General Counsel &
Secretary (Principal Financial
and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF OCTOBER 2, 1999 AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
OCTOBER 2, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-END> OCT-02-1999
<CASH> 29,655
<SECURITIES> 11,804
<RECEIVABLES> 38,554
<ALLOWANCES> 7,953
<INVENTORY> 24,949
<CURRENT-ASSETS> 116,241
<PP&E> 126,035
<DEPRECIATION> 99,945
<TOTAL-ASSETS> 168,002
<CURRENT-LIABILITIES> 33,453
<BONDS> 0
0
0
<COMMON> 23
<OTHER-SE> 128,731
<TOTAL-LIABILITY-AND-EQUITY> 168,002
<SALES> 164,210
<TOTAL-REVENUES> 164,210
<CGS> 135,066
<TOTAL-COSTS> 135,066
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (35)
<INTEREST-EXPENSE> 380
<INCOME-PRETAX> (39,425)
<INCOME-TAX> (1,551)
<INCOME-CONTINUING> (37,874)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37,874)
<EPS-BASIC> (1.70)
<EPS-DILUTED> (1.70)
</TABLE>
