1
- - -----------------------------------------------------------------------------
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 July 3, 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 August 9, 1999, there were 22,753,911 shares outstanding of the
Registrant's Common Stock (par value $0.001 per share).
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2
EXABYTE CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets --
July 3, 1999 and January 2, 1999 (Unaudited) .......... 3
Consolidated Statements of Operations --
Three and Six Months Ended July 3, 1999
and July 4, 1998 (Unaudited)...................... 4-5
Consolidated Statements of Cash Flows --
Six Months Ended July 3, 1999 and
and July 4, 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 6. Exhibits and Reports on Form 8-K....................... 20-23
3
PART I Item 1. Financial Statements
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (In thousands, except per share data)
(Unaudited)
July 3, January 2,
1999 1999
-------- --------
ASSETS
Current assets:
Cash and cash equivalents.................... $ 31,310 $ 56,571
Short-term investments....................... 21,742 14,145
Accounts receivable, less allowance
for doubtful accounts and reserves for
customer returns and credits of $7,906 and
$7,830, respectively....................... 26,834 38,014
Inventories, net............................. 29,465 26,997
Deferred income taxes........................ 14,401 14,213
Other current assets......................... 5,801 5,692
-------- --------
Total current assets.................... 129,553 155,632
Property and equipment, net....................... 27,884 28,396
Deferred income taxes............................. 24,219 22,732
Other assets...................................... 891 1,076
-------- --------
$182,547 $207,836
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................. $ 12,474 $ 16,032
Accruals and other liabilities............... 13,442 14,002
Accrued income taxes......................... 2,265 2,370
Current portion of long-term obligations..... 2,202 1,699
-------- --------
Total current liabilities............... 30,383 34,103
Long-term obligations............................. 5,907 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............................ 81,927 102,298
-------- --------
Total stockholders' equity.............. 146,257 166,272
-------- --------
$182,547 $207,836
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
4
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
----------------------
July 3, July 4,
1999 1998
------- -------
Net sales.................................... $48,519 $69,754
Cost of goods sold........................... 42,200 49,404
------- -------
Gross profit................................. 6,319 20,350
Operating expenses:
Selling, general and administrative..... 14,478 14,476
Research and development................ 8,690 6,076
------- -------
Loss from operations......................... (16,849) (202)
Other income, net............................ 172 430
------- -------
Income (loss) before income taxes............ (16,677) 228
Provision for income taxes................... (194) (77)
------- -------
Net income (loss)............................ $(16,871) $ 151
======= =======
Basic net income (loss) per share............ $ (0.76) $ 0.01
======= =======
Common shares used in the calculation of
basic net income (loss) per share....... 22,210 22,332
======= =======
Diluted net income (loss) per share.......... $ (0.76) $ 0.01
======= =======
Common and potential common shares used in
the calculation of diluted net income
(loss) per share........................ 22,210 22,672
======= =======
The accompanying notes are an integral part of the consolidated
financial statements.
5
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Six Months Ended
----------------------
July 3, July 4,
1999 1998
-------- --------
Net sales.................................... $111,169 $150,504
Cost of goods sold........................... 89,311 106,307
-------- --------
Gross profit................................. 21,858 44,197
Operating expenses:
Selling, general and administrative..... 27,728 27,920
Research and development................ 16,474 13,207
-------- --------
Income (loss) from operations................ (22,344) 3,070
Other income, net............................ 364 233
-------- --------
Income (loss) before income taxes............ (21,980) 3,303
(Provision) benefit for income taxes......... 1,609 (1,123)
-------- --------
Net income (loss)............................ $(20,371) $ 2,180
======== ========
Basic net income (loss) per share............ $ (0.92) $ 0.10
======= ========
Common shares used in the calculation of
basic net income (loss) per share....... 22,201 22,337
======= ========
Diluted net income (loss) per share.......... $ (0.92) $ 0.10
======= ========
Common and potential common shares used in
the calculation of diluted net income
(loss) per share........................ 22,201 22,566
======= ========
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)
Six Months Ended
-----------------------
July 3, July 4,
1999 1998
-------- --------
Cash flows from operating activities:
Cash received from customers.............. $122,677 $147,310
Cash paid to suppliers and employees...... (132,282) (144,558)
Interest received......................... 1,462 988
Interest paid............................. (277) (307)
Income taxes paid......................... (153) (682)
Income tax refund received................ 526 11,607
Net cash provided (used) by -------- --------
operating activities............... (8,047) 14,358
-------- --------
Cash flows from investing activities:
Purchase of short-term
investments, net........................ (7,597) (6,930)
Capital expenditures...................... (6,573) (4,545)
Net cash used by -------- --------
investing activities............... (14,170) (11,475)
-------- --------
Cash flows from financing activities:
Net proceeds from issuance of
common stock............................ 356 502
Purchase of treasury stock................ -- (996)
Principal payments under long-term
obligations............................. (3,400) (562)
Net cash used by financing ------- --------
activities......................... (3,044) (1,056)
------- --------
Net increase (decrease) in cash and cash
equivalents............................... (25,261) 1,827
Cash and cash equivalents at beginning
of period................................. 56,571 47,014
------- --------
Cash and cash equivalents at end
of period................................. $31,310 $ 48,841
======= ========
The accompanying notes are an integral part of the consolidated
financial statements.
7
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
----------------------
July 3, July 4,
1999 1998
-------- --------
Reconciliation of net income (loss) to net cash
provided (used) by operating activities:
Net income (loss)......................... $(20,371) $2,180
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities:
Depreciation, amortization
and other............................. 8,066 8,384
Deferred income tax benefit............. (1,675) (142)
Provision for losses and reserves
on accounts receivable................ 3,309 3,864
Change in assets and liabilities:
Accounts receivable....................... 7,871 (7,861)
Inventories, net.......................... (2,468) 5,373
Income tax receivable..................... 543 11,412
Other current assets...................... 547 1,483
Other assets.............................. 148 136
Accounts payable.......................... (3,558) (413)
Accrued liabilities....................... (560) (11,367)
Accrued income taxes...................... (105) 531
Other long-term obligations............... 206 778
------- -------
Net cash provided (used) by
operating activities................ $(8,047) $14,358
======= =======
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
The accompanying notes are an integral part of the consolidated
financial statements.
8
EXABYTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1--ACCOUNTING PRINCIPLES
The consolidated balance sheet as of July 3, 1999, the consolidated
statements of operations for the three and six months ended July 3, 1999
and July 4, 1998, as well as the consolidated statements of cash flows
for the six months ended July 3, 1999 and July 4, 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."
9
Note 3--INVENTORIES
Inventories consist of the following:
(In thousands)
July 3, January 2,
1999 1999
---------- ---------
Raw materials and component parts............ $16,526 $16,851
Work-in-process.............................. 1,475 1,931
Finished goods............................... 11,464 8,215
------- -------
$29,465 $26,997
======= =======
Note 4--ACCRUED LIABILITIES
Accrued liabilities consist of the following:
(In thousands)
July 3, January 2,
1999 1999
---------- ----------
Wages and employee benefits.................. $ 6,067 $ 6,047
Warranty and other related costs............. 5,222 4,650
Other........................................ 2,153 3,305
------- -------
$13,442 $14,002
======= =======
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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)
Three Months Ended Six
Months Ended
---------------------
- - -------------------
July 3, July 4, July 3,
July 4,
1999 1998 1999
1998
-------- ------- -------
-------
Basic EPS computation:
Net income (loss).............. $(16,871) $ 151
$(20,371) 2,180
======== ====== ========
======
Common shares outstanding...... 22,210 22,332 22,201
22,337
======== ====== ========
======
Basic EPS...................... $ (0.76) $ 0.01) $
(0.92) $ 0.10
======== ====== ========
======
Diluted EPS computation:
Net income (loss).............. $(16,871) $ 151
$(20,371) $2,180
======== ====== ========
======
Shares:
Common shares outstanding.. 22,210 22,332 22,201
22,337
Dilutive stock options..... -- 340 --
229
------- ------ --------
------
22,210 22,672 22,201
22,566
======= ====== ========
======
Diluted EPS.................... $ (0.76) 0.01
(0.92) $ 0.10
======= ====== ========
======
Excluded from potential common share calculations for the second quarter of
1999 and 1998 were 4,564,000 and 2,882,000 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 first quarter exclusion of 4,811,000 and 4,109,000 options to
purchase common stock, respectively, for this same reason.
In addition, for the second and first quarters of 1999, options to purchase
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 1,100 for the quarter and 1,700 for
year-to-date.
Since July 3, 1999, the Company issued 208,000 stock options which could
have a dilutive effect on diluted net income per common share in the future.
Note 6--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"). The Company is organized on a divisional basis by product
line. The Company's segments are determined by these product lines which are
engineered, manufactured and marketed by each group. Segments include
8mm drives and media, libraries and service. Certain costs including
administrative, sales, technical support and corporate marketing are not
11
allocated to the segments and are considered corporate costs. During the
periods presented below, service segment results of operations include a
cross-charge to the other reported segments for actual in-warranty repairs.
The 8mm drives and media segment engineers, manufactures and markets 8mm
technology tape drives. They also market 8mm media. The libraries segment
engineers, manufactures and markets 8mm and DLTtape(TM) automated tape
libraries and solutions. The service segment provides repair services on
drives and libraries which can be both in and out of warranty.
The Company evaluates the performance of its segments and allocates resources
to them based on pre-tax income. All revenues reported herein represent
revenue from external customers and there are no intersegment revenues.
The table below presents information about segments for the respective fiscal
periods:
(In thousands)
8mm
Drives
and
Reconciling Consolidated
Media Libraries Service Other
Items Totals
------- --------- ------- ------
- - ----------- ------------
THREE MONTHS ENDED 7/3/99:
Revenues from external
customers................. $37,116 $8,456 $4,054 $ -- $
(1,107)(a) $48,519
Pre-tax results............. 409 (3,267) (30) --
(13,789)(b) (16,677)
THREE MONTHS ENDED 7/4/98:
Revenues from external
customers................. 50,910 14,989 5,736 100
(1,981)(a) 69,754
Pre-tax results............. 12,171 633 140 605
(13,321)(b) 228
SIX MONTHS ENDED 7/3/99:
Revenues from external
customers................. 87,232 18,584 9,057 --
(3,704)(a) 111,169
Pre-tax results............. 11,117 (5,581) 983 --
(28,499)(b) (21,980)
SIX MONTHS ENDED 7/4/98:
Revenues from external
customers................. 113,340 28,825 12,393 1,317
(5,371)(a) 150,504
Pre-tax results............. 29,015 1,596 1,630 1,326
(30,264)(b) 3,303
(a) Unallocated reserves for corporate sales programs
(b) Pretax results in corporate departments
Note 7--RECLASSIFICATIONS
Certain reclassifications have been made to historical information to
correspond to the 1999 financial statement presentation.
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 the fall 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.
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. In addition, the Company could incur
significant material costs in implementing the revised plan. Such material
costs are currently unknown but may include temporary staffing and equipment.
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. *The Company
anticipates completing the revised portions of the plan during the third
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. *Exabyte anticipates that all subsidiaries are or will be Year
2000 compliant by the third 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, 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; however, there can
be no assurance that any such effort will be successful. 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.*
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
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.*
14
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 plan should be finalized by the
third 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
month periods ended July 3, 1999 and July 4, 1998 as a percentage of sales in
each of these periods. This data has been derived from the unaudited
consolidated financial statements.
15
Three Months Ended
Six Months Ended
--------------------
------------------
July 3, July 4,
July 3, July 4,
1999 1998
1999 1998
------- -------
------- -------
Net sales.................................... 100.0% 100.0%
100.0% 100.0%
Cost of goods sold........................... 87.0 70.8
80.4 70.6
----- -----
----- -----
Gross profit................................. 13.0 29.2
19.6 29.4
Operating expenses:
Selling, general and administrative........ 29.8 20.8
24.9 18.6
Research and development................... 17.9 8.7
14.8 8.8
----- -----
----- -----
Income (loss) from operations................ (34.7) (0.3)
(20.1) 2.0
Other income, net............................ 0.3 0.6
0.3 0.2
----- -----
----- -----
Income (loss) before income taxes............ (34.4) 0.3
(19.8) 2.2
(Provision) benefit for income taxes......... (0.4) (0.1)
1.5 (0.8)
----- -----
----- -----
Net income (loss)............................ (34.8)% 0.2%
(18.3)% 1.4%
===== =====
===== =====
NET SALES
Net sales during the second quarter and first six months of 1999 decreased to
$48.5 million and $111.2 million, respectively, from $69.8 million and $150.5
million, respectively, for the same periods in the previous year. These
absolute dollar decreases represent a 30.5% decrease for the second quarter and
a 26.1% decrease for the six month period.
The quarterly fluctuation is the result of decreased sales of end of life
drives, Eliant(TM) 820 drives, 8mm libraries and media. Comparing the second
quarter of 1999 to the same period in 1998, sales of end of life drives
decreased to $0.4 million from $8.8 million, sales of Eliant(TM) 820 drives
decreased to $11.2 million from $12.6 million, sales of 8mm libraries decreased
to $5.5 million from $12.4 million and media sales decreased to $12.3 million
from $15.2 million. For these same periods, service revenue decreased to $3.5
million from $4.7 million. These decreases were offset by increased sales of
Mammoth/Mammoth-LT drives and DLTtape(TM) libraries. Mammoth/Mammoth-LT drive
sales increased to $15.3 million in the second quarter of 1999 from $14.8
million for the same period in 1998. For these same periods, sales of
DLTtape(TM) libraries increased to $2.8 million from $2.6 million. Reserves
for sales programs offset by other miscellaneous revenue reduced net sales by
$2.5 million in the second quarter of 1999 and by $1.4 million for this same
period in 1998.
The six month fluctuation is the result of decreased sales of end of life
drives, Eliant(TM) 820 drives and 8mm libraries. Comparing the first six months
of 1999 to the same period in 1998, sales of end of life drives decreased to
$0.4 million from $23.2 million, sales of Eliant(TM) 820 drives decreased to
$20.9 million from $29.9 million and sales of 8mm libraries decreased to $11.9
million from $24.0 million. For these same periods, service revenue decreased
to $8.0 million from $10.4 million. These decreases were offset by increased
sales of Mammoth/Mammoth-LT drives, DLTtape(TM) libraries and media.
Mammoth/Mammoth-LT drive sales increased to $33.7 million in the first six
16
months of 1999 from $31.7 million for the same period in 1998. For these same
periods, sales of DLTtape(TM) libraries increased to $6.7 million from $4.5
million and media sales increased to $33.3 million from $31.8 million.
Reserves for sales programs offset by other miscellaneous revenue reduced net
sales by $3.9 million in the first six months of 1999 and $5.0 million for this
same period in 1998.
The following table presents the Company's sales by product as a percentage of
total net sales for the second quarter and first six months of 1999 and 1998:
PRODUCT MIX TABLE
(As a percentage of net sales)
Three Months Ended
Six Months Ended
------------------
- - -------------------
July 3, July 4,
July 3, July 4,
1999 1998
1999 1998
------- -------
- - ------- -------
8mm drives:
Mammoth, Mammoth LT
and Eliant(TM)820................... 54.5% 39.4%
49.2% 40.9%
Libraries:
10h, 210, 220, 440, 480, X200, EZ17,
17D, 18D, 230D and 690D.............. 17.3 21.6
16.8 19.0
Other end-of-life drives and libraries. 0.6 12.7
0.3 15.7
Media.................................. 25.3 21.7
30.0 21.1
Service, spares and other.............. 7.3 6.8
7.2 6.9
Sales allowances....................... (5.0) (2.2)
(3.5) (3.6)
----- -----
- - ----- -----
100.0% 100.0%
100.0% 100.0%
===== =====
===== =====
17
The following table presents the Company's sales to different customer types as
a percentage of total net sales for the second quarter and first six months of
1999 and 1998:
CUSTOMER MIX TABLE
(As a percentage of net sales)
Three Months Ended
Six Months Ended
------------------
- - -------------------
July 3, July 4,
July 3, July 4,
1999 1998
1999 1998
------- -------
- - ------- ------
Customer Type:
- - ------------------
OEM.................................... 46.3% 45.3%
43.0% 46.5%
Reseller............................... 48.4 51.5
52.5 49.5
End-user and other..................... 5.3 3.2
4.5 4.0
----- -----
- - ----- -----
100.0% 100.0%
100.0% 100.0%
===== =====
===== =====
The following table summarizes sales to major customers:
SALES TO MAJOR CUSTOMERS
(As a percentage of net sales)
Three Months Ended Six
Months Ended
------------------
- - ----------------
July 3, July 4,
July 3, July 4,
1999 1998
1999 1998
------- -------
- - ------ ------
Customer:
- - ----------
OEM A.................................. 18.9% 13.1%
16.7% 12.9%
OEM B.................................. 14.8 12.9
12.6 12.4
Reseller C............................. (x) 14.3
11.8 12.8
(x) Sales to this customer did not meet or exceed 10% of total sales in this
period.
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 second quarter and first six months of
1999 were 13.0% and 19.6%, respectively. These percentages decreased from
gross margin percentages for the same periods in 1998 of 29.2% and 29.4%,
respectively. Margins were negatively impacted by lower net sales which are
tied to a relatively fixed manufacturing cost structure. During the first six
18
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 second quarter increased
to 29.8% of net sales in 1999 from 20.8% in 1998, although in absolute dollars
they remained flat at $14.5 million for both periods. For the six month
period, these expenses increased to 24.9% of net sales in 1999 from 18.6% in
1998, although in absolute dollars they decreased to $27.7 million from $27.9
million. These fluctuations were the result of decreased print advertising
costs for both the quarter and year to date periods which were offset by
increased sales and marketing salaries and travel. In addition, the Company
took certain competitive pricing actions and instituted sales promotions late
in the second quarter designed to increase awareness of and demand for the
Mammoth product family.
Research and development expenses increased to $8.7 million and 17.9% of net
sales for the second quarter of 1999 compared to $6.1 million and 8.7% for the
same period in 1998. For the six month period, these expenses increased to
$16.5 million and 14.8% of net sales in 1999 from $13.2 million and 8.8% in
1998. Increases were the result of increased spending to support the planned
release of certain announced products during 1999. The Company has contracted
with a third party for the development of technology related to future
generation tape products. The Company incurred $581,000 of engineering expense
in the second quarter 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 second quarter decreased to $172,000 from $430,000 for the same
period in 1998. For the year to date periods, other income increased to
$364,000 in 1999 compared to $233,000 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 second quarter and first half of 1999
was (1.2%) and 7.3%, respectively, of pretax income. The provision for both
comparable periods in 1998 was 34.0%. At July 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, management determined that a valuation allowance
was required on a portion of the deferred tax assets. *Management deemed 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 July 3,
1999) will be fully realized. If, in the future, the Company 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.*
19
NET INCOME (LOSS)
Basic net loss per share for the second quarter of 1999 was $0.76 compared to
net income of $0.01 for the same period in 1998. For the first half of 1999,
basic net loss per share was $0.92 compared to net income of $0.10 for the same
period in 1998. Net income for both the quarter and first half of the year was
adversely impacted by the decrease in net sales and gross margin compared to
the same periods in 1998. *The Company recently announced a corporate
restructuring effort which will result in a charge to earnings in the third
quarter of 1999.*
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1999, the Company expended $8.0 million of
cash for operating activities, expended $6.6 million for capital equipment,
expended $3.4 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 $17.6 million to a quarter-ending balance of $53.1 million.
The Company's working capital decreased to $99.2 million at July 3, 1999 from
$121.5 million at January 2, 1999.
The Company has a $7.5 million bank line of credit which expires May 15, 2000.
Borrowings under this agreement are limited to 80% of eligible accounts
receivable plus 25% of eligible inventory (limited to $3,000,000 of inventory).
The ability to borrow under this line of credit is dependent upon the Company's
adherence to a set of financial covenants. Additionally, payment of dividends
is prohibited without prior bank approval. The Company was in technical
violation of certain of these covenants at July 3, 1999; these violations were
subsequently waived by the lender. On August 9, 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 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 1999.
The Company anticipates that its cash balance will continue to decline through
the third quarter of 1999.*
NEW ACCOUNTING PRONOUNCEMENT
Information concerning new accounting pronouncements is incorporated by
reference from Item 1, "Notes to Consolidated Financial Statements," under the
caption, "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.
Contracts are established with a maturity date within six months of the
purchase date. To be considered a hedge, contracts must be established for
20
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 July 3, 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 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders held on May 10, 1999, Messrs.
Ralph Z. Sorenson and Thomas E. Pardun were re-elected to the Company's Board
of Directors for a three-year term.
The vote was as follows:
Name of Director Total Vote For Total Vote Withheld
- - ----------------- -------------- -------------------
[S]
Ralph Z. Sorenson 19,500,018 309,413
A. Laurence Jones 19,516,247 293,184
Messrs. Mark W. Perry and William L. Marriner will continue in office until the
2000 Annual Meeting of Stockholders. Messrs. Peter D. Behrendt and A. Laurence
Jones will continue in office until the 2001 Annual Meeting of Stockholders.
In addition, the following matter was approved:
Total Total Total Vote
Matter Voted On Vote For Vote Against Abstaining
- - --------------------------------- -------- ------------ ----------
Ratification of
PricewaterhouseCoopers LLP as the
Company's independent accountants..... 19,671,882 94,339 43,210
21
Item 5. Other Information
On May 10, 1999, the Board created additional executive officer positions for
the Vice Presidents/General Managers of the Company's divisions. The Board
determined that these positions should be accountable to both the Board and
Chief Executive Officer and that each of these officers should determine, in
consultation with the CEO and/or Board of Directors, the corporate policies
applicable to the officer's specific division.
The current executive officers and their corresponding positions are as
follows:
TITLE NAME
- - ----- -----
Chairman, President
and Chief Executive Officer..........................William L. Marriner
Vice President, Chief
Financial Officer, General
Counsel and Secretary................................Stephen F. Smith
Vice President/General Manager
Drives and Storage Media division....................Farouk Al-Nasser
Vice President/General Manager
Worldwide Customer Support and Services division.....Manfred Benecken
Vice President/General Manager
Storage Automation Solutions division................Michael P. Koclanes
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 July 3, 1999.
22
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 August 17, 1999 By /s/ Stephen F. Smith
----------------------- -----------------------------------
Stephen F. Smith
Vice President, Chief Financial
Officer, General Counsel &
Secretary (Principal Financial
and Accounting Officer)