- -----------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 April 4, 1998

/ / 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 May 8, 1998 there were 22,469,904 shares outstanding of the
Registrant's Common Stock (par value $0.001 per share).

- -----------------------------------------------------------------------------

2
EXABYTE CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Page

Item 1. Financial Statements
Consolidated Balance Sheets --
April 4, 1998 and January 3, 1998......... 3

Consolidated Statements of Operations --
Three Months Ended April 4, 1998
and March 29, 1997 (Unaudited)............... 4

Consolidated Statements of Cash Flows --
Three Months Ended April 4, 1998 and
March 29, 1997 (Unaudited)................... 5-6

Notes to Consolidated Financial Statements
(Unaudited)...................................... 7-10

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations....................................... 11-15

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K....................... 16-18

3
PART I Item 1. Financial Statements
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (In thousands)

April 4, January 3,
1998 1998
-------- --------

ASSETS
Current assets:
Cash and cash equivalents................. $ 43,377 $ 47,014
Short-term investments.................... 5,200 1,470
Accounts receivable, less allowance
for doubtful accounts and customer
returns and credits of $8,765 and
$7,746, respectively.................... 48,440 41,577
Inventories, net.......................... 38,936 44,551
Deferred income taxes..................... 17,817 20,678
Income tax refund receivable.............. 15,873 15,873
Other current assets...................... 4,222 4,695
-------- --------
Total current assets................. 173,865 175,858
Property and equipment, net.................... 34,360 35,152
Deferred income taxes.......................... 8,805 8,900
Other assets................................... 1,430 1,436
-------- --------
$218,460 $221,346
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................... $14,598 $13,992
Accruals and other liabilities............ 27,198 33,065
Current portion of long-term obligations.. 717 519
-------- --------
Total current liabilities............ 42,513 47,576
Long-term obligations.......................... 4,116 2,974
-------- --------
Total liabilities.................... 46,629 50,550
Stockholders' equity: -------- --------
Preferred stock, $.001 par value;
14,000 shares authorized; no shares
issued and outstanding.................. -- --
Common stock, $.001 par value; 50,000 shares
authorized; 22,467 and 22,466 shares
issued and outstanding, respectively.... 22 22
Capital in excess of par value............ 65,720 65,718
Treasury stock, at cost, 152 and 15 shares
outstanding, respectively................ (1,005) (9)
Retained earnings......................... 107,094 105,065
-------- --------
Total stockholders' equity........... 171,831 170,796
-------- --------
$218,460 $221,346
======== ========

The accompanying notes are an integral part of the consolidated
financial statements.

EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

Three Months Ended
----------------------
April 4, March 29,
1998 1997
------- -------

Net sales.................................... $80,750 $85,425
Cost of goods sold........................... 56,904 62,187
------- -------
Gross profit................................. 23,846 23,238

Operating expenses:
Selling, general and administrative..... 13,444 12,738
Research and development................ 7,131 9,345
------- -------
Income from operations....................... 3,271 1,155
Other income (expense), net.................. (196) 442
------- -------
Income before income taxes................... 3,075 1,597

Provision for income taxes................... (1,046) (543)
------- -------
Net income .................................. $ 2,029 $ 1,054
======= =======

Basic net income per share .................. $ 0.09 $ 0.05
======= =======
Common shares used in the calculation
of basic net income per share........... 22,342 22,265
======= =======

Diluted net income per share................. $ 0.09 $ 0.05
======= =======

Common and potential common shares
used in the calculation of diluted
net income per share.................... $22,460 $22,360
======= =======

The accompanying notes are an integral part of the consolidated
financial statements.

EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Three Months Ended
----------------------
April 4, March 29,
1998 1997
-------- --------

Cash flows from operating activities:
Cash received from customers............ $ 74,164 $ 84,784
Cash paid to suppliers and employees.... (70,721) (87,928)
Interest received....................... 431 628
Interest paid........................... (146) (157)
Income taxes paid....................... (135) (236)
Income tax refund received.............. 194 440
Net cash provided (used) by ------- -------
operating activities............. 3,787 (2,469)
------- -------

Cash flows from investing activities:
Sale (purchase) of short-term
investments, net...................... (3,730) 4,100
Capital expenditures.................... (2,400) (4,504)
Net cash used by -------- --------
investing activities............. (6,130) (404)
-------- --------

Cash flows from financing activities:
Net proceeds from issuance of
common stock.......................... 2 91
Payments to purchase treasury stock..... (996) --
Principal payments under long-term
obligations........................... (300) (270)
Net cash used by -------- --------
financing activities............. (1,294) (179)
-------- --------

Net decrease in cash and cash
equivalents............................. (3,637) (3,052)
Cash and cash equivalents at beginning
of period............................... 47,014 46,223
-------- --------
Cash and cash equivalents at end
of period............................... $ 43,377 $ 43,171
======== ========

The accompanying notes are an integral part of the consolidated
financial statements.
6

EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Three Months Ended
----------------------
April 4, March 29,
1998 1997
---------- ---------

Reconciliation of net income to net cash
provided (used) by operating activities:
Net income ............................... $ 2,029 $ 1,054
Adjustments to reconcile net income
to net cash provided (used) by operating
activities:
Depreciation, amortization
and other............................. 4,294 4,907
Deferred income tax provision........... 2,956 463
Provision for losses and reserves
on accounts receivable................ 3,316 2,520

Change in assets and liabilities:
Accounts receivable....................... (10,179) (3,331)
Inventories............................... 5,615 (5,719)
Other current assets...................... 473 (61)
Other assets.............................. 6 249
Accounts payable.......................... 606 2,054
Accrued liabilities....................... (4,015) (4,888)
Other long-term liabilities............... 537 --
Accrued income taxes...................... (1,851) 283
-------- -------
Net cash provided (used) by
operating activities................ $ 3,787 $(2,469)
======== =======

Supplemental schedule of non-cash
investing and financing activities:
Note payable issued to purchase
machinery and equipment ................ $ 1,102 $ --
Capital lease obligations................. -- 92

The accompanying notes are an integral part of the consolidated
financial statements.

7
EXABYTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1--ACCOUNTING PRINCIPLES

The consolidated balance sheet as of April 4, 1998, the consolidated
statements of operations for the three months ended April 4, 1998 and March 29,
1997, as well as the consolidated statements of cash flows for the three months
ended April 4, 1998 and March 29, 1997, have been prepared by 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 financial
statements and notes thereto included in the Company's January 3, 1998 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.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). Pursuant to SFAS 130, certain items are required to be
recognized as components of comprehensive income. As the Company does not have
any elements of other comprehensive income, no reporting changes are required.

Also in June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). This statement is effective
for fiscal years beginning after December 15, 1997, but reporting requirements
can be excluded for interim periods during the first year of adoption. SFAS
131 establishes standards for reporting financial and descriptive information
about an enterprise's operating segments in its annual financial statements and
selected segment information in interim financial reports. **Application of
SFAS 131 is not expected to have a material impact on the Company's
consolidated financial position, results of operations or earnings per share
data as currently reported, although the Company's disclosures on business
segments will change.**

8
Note 2--INVENTORIES

Inventories consist of the following:

April 4, January 3,
1998 1998
---------- ----------
(In thousands)

Raw materials and component parts............ $27,123 $29,266
Work-in-process.............................. 2,317 2,447
Finished goods............................... 9,496 12,838
------- -------
$38,936 $44,551
======= =======

Note 3--ACCRUED LIABILITIES
Accrued liabilities consist of the following:

April 4, January 3,
1998 1998
---------- ---------
(In thousands)

Wages and employee benefits.................. $ 7,691 $ 7,943
Warranty and other related costs............. 11,872 11,445
Purchase commitments......................... 1,748 4,528
Other........................................ 5,887 9,149
------- -------
$27,198 $33,065
======= =======

Note 4--NET INCOME (LOSS) PER SHARE

In 1997, the Company adopted the guidelines of Statement of Financial
Accounting Standards No. 128 "Earnings per Share." 1997 quarterly earnings per
share data were restated to reflect the new pronouncement. Basic net income
(loss) per common share is based on the weighted-average number of shares of
common stock outstanding during each respective period. Diluted net income
(loss) per common share adds to basic weighted shares the weighted-average
number of shares of potential common shares (dilutive stock options)
outstanding during each respective period. Proceeds from the exercise of the
potential common shares are assumed to be used to repurchase outstanding shares
of the Company's common stock at the average fair market value during the
period. In a period in which a loss is incurred, only the weighted-average
number of common shares is used to compute the diluted loss per share as the
inclusion of potential common shares would be antidilutive. The calculation
of basic and diluted earnings per share ("EPS") is as follows:

9
In thousands, except per share data

April 4, March 29,
1998 1997
---- ----
Basic EPS computation:
Net income .................. $ 2,029 $ 1,054
======== =======
Common shares outstanding.... 22,342 22,265
======== =======
Basic EPS.................... $ 0.09 $ 0.05
======== =======
Diluted EPS computation:
Net income .................. $ 2,029 $ 1,054
======== =======
Shares:
Common shares outstanding 22,342 22,265
Dilutive stock options... 118 95
-------- -------
22,460 22,360
======== =======
Diluted EPS.................. $ 0.09 $ 0.05
======== =======

Options of 4,109,000 and 4,009,000 were excluded from dilutive stock option
calculations for the first quarter of 1998 and 1997, 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.

Since April 4, 1998, the Company has issued 77,300 stock options which could
have a dilutive effect on diluted net income per common share in the future.

Note 5--RESTRUCTURING

During 1997, the Company incurred $34,947,000 in pre-tax restructuring charges
related to formal decisions by the Company's Board of Directors to exit the
desktop and low-end server market, which included closure of its Eagle(RTM)
division. These decisions were made in order to focus the Company on mid-range
application server markets and establish a more competitive cost structure in
those markets.

The Company incurred $3,123,000 in workforce reduction costs, including
severance, outplacement and benefits. The workforce reductions will be
concluded by the second quarter of 1998 and result in worldwide involuntary
terminations of approximately 200 employees.

Inventory write-downs include charges of $16,890,000 relating to excess and
obsolete inventory associated with the decision to exit the desktop and low-end
server markets as well as non-cancelable supplier and customer commitments of
$7,794,000. Asset write-downs of $7,140,000 include $3,075,000 of fixed assets
to be scrapped or sold, $3,065,000 of capitalized software development costs
and investment write-downs on projects to be discontinued and $1,000,000 of
lease abandonment costs.

At April 4, 1998, the remaining accruals associated with this restructuring
were $5,349,000, the majority of which will be paid out in the second quarter
of 1998.

10
The following table summarizes the activity in the Company's restructuring
reserves during the first quarter of 1998:

(In thousands) Workforce Inventory Asset
Reduction Write-downs Write-downs Total
--------- ----------- ----------- -------

Balance, January 3, 1998........ $1,447 $ 7,788 $1,000 $10,235
Cash payments................... (897) (3,812) -- (4,709)
Additional charges/
reclassifications........... (38) (139) -- (177)
------ ------ ------ -------
Balance, April 4, 1998........ $ 512 $3,837 $1,000 $ 5,349
====== ====== ====== =======

11
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 1997 Form 10-K, filed March 24, 1998 ("1997 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.

RESTRUCTURING CHARGES

During 1997, the Company recorded pre-tax restructuring charges of $34.9
million related to formal decisions by the Company's Board of Directors to exit
the desktop and low-end server market through the closure of its Eagle(RTM)
division. These decisions were made in order to focus the Company on mid-range
application server markets and establish a more competitive cost structure in
those markets.

The following table summarizes the activity in the Company's restructuring
reserves during the first quarter of 1998:

Workforce Inventory Asset
(In thousands) Reduction Write-downs Write-downs Total
--------- ----------- ----------- -------

Balance, January 3, 1998........ $1,447 $ 7,788 $1,000 $10,235
Cash payments................... (897) (3,812) -- (4,709)
Additional charges/
reclassifications........... (38) (139) -- (177)
------ ------ ------ -------
Balance, April 4, 1998.......... $ 512 $ 3,837 $1,000 $ 5,349
====== ======= ====== =======

YEAR 2000 COMPLIANCE

The Company is currently evaluating the risks and costs associated with Year
2000 compliance and is in the process of updating its information systems to
become Year 2000 compliant. There can be no assurance that the costs of
compliance will not result in a material charge to the Company. For a
complete description of the Year 2000 problem and the risks associated with
Year 2000 compliance, please refer to the "RISK FACTORS -- Year 2000" section
in the Company's 1997 Form 10-K.

RESULTS OF OPERATIONS

The following table sets forth unaudited operating results for the three month
periods ended April 4, 1998 and March 27, 1997 as a percentage of sales in each
of these periods. This data has been derived from the unaudited consolidated
financial statements.
12

Three Months Ended
---------------------
April 4, March 29,
1998 1997
------ ------

Net sales.................................... 100.0% 100.0%
Cost of goods sold........................... 70.5 72.8
------ ------
Gross margin................................. 29.5 27.2
Operating expenses:
Selling, general and administrative........ 16.7 14.9
Research and development................... 8.8 10.9
------ ------
Income from operations....................... 4.0 1.4
Other income (expense), net.................. (0.2) 0.5
------ ------
Income before income taxes................... 3.8 1.9
Provision for income taxes................... (1.3) (0.7)
------ ------
Net income .................................. 2.5% 1.2%
====== ======

NET SALES

Net sales for the first quarter of 1998 were $80.8 million. This represents a
decrease of 5.4% when compared to net sales of $85.4 million for the same
period in 1997. This is due mainly to decreases in sales of the 8205/8505
tape drives. Sales of these products decreased from 45.6% of revenue during
the first quarter of 1997 to 11.7% for the same period in 1998. Other current
8mm product sales increased to 45.7% of revenue during the first quarter of
1998 compared to 12.8% for the same period in 1997. Media sales also
increased as a percentage of total sales for the first quarter of 1998
compared to the first quarter of 1997.

The following table details the Company's product mix as a percentage of
total revenue for the first quarter of 1998 and 1997:

13
PRODUCT MIX TABLE
(As a Percentage of Net Sales)

Three Months Ended
------------------
April 4, March 29,
1998 1997
------- -------

8mm drives:
8205, 8505, 8700, Eliant(TM) 820
and Mammoth.......................... 57.4% 58.4%
Libraries:
10h, 210, 220, 440, 480, 18D
and 230D ............................ 17.1 18.3
Media.................................. 20.6 14.9
Service, spares and other.............. 7.0 6.9
Other end-of-life drives and libraries. 2.7 5.3
Sales allowances....................... (4.8) (3.8)
------ ------
100.0% 100.0%
====== ======

Although there was a decrease in total sales, the mix between domestic and
international sales remained relatively stable. Domestic sales accounted for
$53.9 million and 66.7% of net sales in the first quarter of 1998 compared to
$57.4 million and 67.2% for the same period in the prior year. International
sales accounted for $26.9 million and 33.3% of sales in the first quarter of
1998 compared to $28.0 million and 32.8% for the same period in the prior
year.

The customer mix during the first quarter of 1998 remained relatively
consistent with the same period in 1997.

CUSTOMER MIX TABLE
(As a Percentage of Net Sales)

Three Months Ended
------------------
April 4, March 29,
1998 1997
------- -------

Customer Type:
- ------------------
OEM.................................... 47.4% 47.4%
Reseller............................... 47.8 47.2
End-user and other..................... 4.8 5.4
------ ------
100.0% 100.0%
====== ======

14
During the first quarter of 1998, one OEM customer accounted for 13% of sales,
compared to 15% for the comparable period in 1997. For these same periods,
another OEM customer accounted for 12% of sales compared to 16% for the
comparable period in 1997. One reseller customer accounted for 11% of sales
during the first quarter of 1998. 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 percentage for the first quarter of 1998 was 29.5%, compared
to 27.2% for the same period in 1997. The 1998 margins are higher mainly due
to lower manufacturing expenses which resulted from headcount and cost
reduction efforts during the latter part of 1997 and a shift to higher-margin
media sales. In addition, gross margins in 1997 were negatively impacted by
sales of low margin Eagle(RTM) products.

OPERATING EXPENSES

Selling, general and administrative expenses increased to $13.4 million in the
first quarter of 1998 compared to $12.8 million during the same period in the
previous year. As a percentage of sales, these amounts represent 16.7% and
14.9%, respectively for the first quarters of 1998 and 1997. This increase is
the result of increased advertising and higher sales spending, primarily in
Europe.

Research and development expenditures decreased to $7.1 million and 8.8% of
sales during the first quarter of 1998 compared to $9.3 million and 10.9% of
sales for the same period in 1997. Decreases are due to the decision to exit
the desktop market through closure of the Eagle(RTM) division which was made in
the latter part of 1997.

OTHER INCOME (EXPENSE), NET

Other income (expense), net, consists primarily of interest income and expense,
state franchise taxes, foreign currency gains and losses, the translation
impact of the Company's foreign subsidiaries' balance sheets and other
miscellaneous items. The change from other income of $442,000 in the first
quarter of 1997 to other expense of $196,000 in same period in 1998 resulted
from translation losses primarily related to the Company's investment in its
German subsidiary.

TAXES

The provision for income taxes for the first quarter of 1998 and 1997 remained
consistent at 34.0% of income before taxes. *The effective tax rate for fiscal
1998 is expected to be approximately 34.0%.*

NET INCOME

Net income per share was $0.09 for the first quarter 1998. This is an increase
from net income per share of $0.05 for the same period in 1997. The increase
is the result of a higher gross margin and lower operating expenses.

15
LIQUIDITY AND CAPITAL RESOURCES

During the first three months of 1998, the Company generated $3.8 million of
cash through operating activities, expended $1.0 million to repurchase
outstanding shares of common stock and expended $2.4 million for capital
equipment and $300,000 on long-term obligations. Together, these activities
resulted in a net increase in the combined balance of cash and short-term
investments of $100,000 to a quarter-ending balance of $48.6 million. The
Company's working capital increased to $131.4 million at April 4, 1998 from
$128.3 million at January 3, 1998.

The Company has a $7.5 million bank line of credit which expires May 15,
1999. Under this agreement, borrowings under the line are limited to 80%
of eligible accounts receivable plus 25% of eligible inventory (limited to
$3,000,000). On April 4, 1998 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%.
The ability to borrow under this line of credit is dependent upon the
Company's adherence to a set of financial covenants. The Company is currently
in compliance with all such covenants. 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 for
DM 1,300,000 and decreases by DM 100,000 in August of each year until it is
fully depleted.

*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 1998.*

RISK FACTORS

Media Constraints

The Company is currently experiencing a shortage of the Advanced Metal
Evaporation ("AME") media used in its Mammoth tape drive. Exabyte's
ability to sustain growth in Mammoth and Mammoth follow-on products depends on
the availability of this media, which is produced to the Company's
specifications. Currently, the AME media is sourced exclusively from Sony
Corporation ("Sony"), a direct competitor of Exabyte. *In the event such media
is not available in sufficient volume, at an acceptable quality level and at a
competitive price, the Company could be forced to delay or cancel shipments of
current Mammoth tape drive products, including associated libraries, or the
introduction of future Mammoth tape drive products, which could have a material
adverse effect on the Company's competitive position and its results of
operations.*

The Company's ability to obtain an adequate supply of this media has been, is
currently being and may be further affected by any constraint in Sony's
production of the media, the divergence of Sony's limited media supply to other
third parties, any change in Sony's media specification which would no longer
meet the Company's requirements, or otherwise as a result of Sony's competitive
position. The Company is currently attempting to obtain a second source for
the production of advance tape media. *However, there can be no assurance that
its production of the media will be in the volume or of the quality required by
the Company.*

PART II.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibit Index

Exhibit
Number Description
------- -----------

27.0 Financial Data Schedule

(b) Reports on Form 8-K: There were no reports on Form 8-K for the
three month period ended April 4, 1998.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

EXABYTE CORPORATION
Registrant

Date May 15, 1998 By /s/ Stephen F. Smith
----------------------- -----------------------------------
Stephen F. Smith
Vice President, Chief Financial
Officer, General Counsel &
Secretary (Principal Financial
and Accounting Officer)