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Exabyte Corp/DE · 10-Q · For 10/1/94

Filed On 11/14/94   ·   SEC File 0-18033   ·   Accession Number 855109-94-12

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11/14/94  Exabyte Corp/DE                   10-Q       10/01/94    2:39

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q for the Period Ended October 1, 1994        38    115K 
 2: EX-27       Art. 5 FDS for 3rd Quarter 10-Q                        1      8K

10-Q   ·   Form 10-Q for the Period Ended October 1, 1994
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
10Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12Net sales
14Other income, net
"Net income
15Item 6. Exhibits and Reports on Form 8-K
29Grundig 
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-----------------------------------------------------------------------------   
Washington, D.C.  20549           
SECURITIES AND EXCHANGE COMMISSION            
10-Q            

Quarterly Report Pursuant to Section 13 or Section 15(d)        
of the Securities Exchange Act of 1934            

For the quarter ended October 1, 1994           
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 3, 1994, there were 21,480,089 shares outstanding of the         
Registrant's Common Stock (par value $0.001 per share).                         


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EXABYTE CORPORATION AND SUBSIDIARIES                                            

TABLE OF CONTENTS                                                               

PART I     FINANCIAL INFORMATION                                                
                                                                    Page

Item 1.     Financial Statements                                                
Consolidated Balance Sheets --                          
              October 1, 1994 and January 1, 1994 ...............        3

Consolidated Statements of Operations --                
Three Months Ended October 1, 1994 and        
  October 2, 1993 and Nine Months Ended October 1,
              1994 and October 2, 1993(Unaudited)..............        4-5

Consolidated Statements of Cash Flows --                
Nine Months Ended October 1, 1994 and         
              October 2, 1993 (Unaudited)......................        6-7

Notes to Consolidated Financial Statements              
             (Unaudited).......................................        8-9

Item 2.     Management's Discussion and Analysis                                
of Financial Condition and Results of         
              Operations.......................................      10-14

PART II.   OTHER INFORMATION                                                    

Item 6.    Exhibits and Reports on Form 8-K.......................      15-39   


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

                                                                · Download Table

ASSETS                                                 Oct. 1,       Jan. 1, 
                                                        1994          1994   
                                                      --------      -------- 
                                                                             
Current assets:                                                              
     Cash and cash equivalents...............          $31,475       $44,995 
     Short-term investments..................           51,400        21,000 
     Accounts receivable, less allowance                                     
       for doubtful accounts and customer                                    
       returns and credits of $3,919 and                                     
       $2,258, respectively..................           60,574        53,141 
     Inventories.............................           40,020        40,180 
     Deferred income taxes...................           11,424         7,575 
     Other current assets....................            2,662         1,120 
                                                      --------      -------- 
          Total current assets...............          197,555       168,011 
Property and equipment, net..................           27,163        24,977 
Other assets.................................            3,653         4,319 
                                                      --------      -------- 
                                                      $228,371      $197,307 
                                                      ========      ======== 
LIABILITIES AND STOCKHOLDERS' EQUITY                                         
Current liabilities:                                                         
     Accounts payable........................          $21,165       $19,669 
     Accrued liabilities.....................           18,863        14,193 
     Accrued income taxes....................            3,020         4,159 
     Obligations under capital leases........              227           297 
                                                      --------      -------- 
          Total current liabilities..........           43,275        38,318 
Long-term obligations under capital leases...              291           454 
                                                      --------      -------- 
          Total liabilities..................           43,566        38,772 
                                                      --------      -------- 
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; 21,441 and 21,190                                  
       shares issued and outstanding,                                        
       respectively..........................               21            21 
     Capital in excess of par value..........           54,722        51,242 
     Treasury stock, at cost, 15 shares                                      
      outstanding for both periods...........               (9)           (9)
     Retained earnings.......................          130,521       107,281 
                                                      --------      -------- 
          Total stockholders' equity                   184,805       158,535 
                                                      --------      -------- 
                                                      $228,371      $197,307 
                                                      ========      ======== 

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


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

                                                                · Download Table

                                                        Three Months Ended   
                                                    October 1,     October 2,
                                                       1994           1993   
                                                      -------       -------- 
                                                                             
Net sales....................................         $99,001        $75,141 
Cost of goods sold...........................          66,443         54,784 
                                                      -------        ------- 
Gross profit.................................          32,558         20,357 

Operating expenses:                                                          
     Selling, general and administrative.....          10,646          8,925 
     Research and development................           8,671          7,674 
                                                      -------        ------- 
Income from operations.......................          13,241          3,758 
Other income(expense), net...................             485            (98)
                                                      -------        ------- 
Income before income taxes...................          13,726          3,660 

Provision for income taxes...................           4,941          1,039 
                                                      -------        ------- 
Net income...................................          $8,785         $2,621 
                                                      =======        ======= 

Net income per share.........................           $0.40          $0.12 
                                                      =======        ======= 
Common and common                                                            
     equivalent shares used in the                                           
     calculation of net income                                               
     per share                                         21,916         21,281 
                                                      =======        ======= 

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


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

                                                                · Download Table

                                                         Nine Months Ended   
                                                    October 1,     October 2,
                                                       1994           1993   
                                                     --------       -------- 
                                                                             
Net sales....................................        $278,576       $227,110 
Cost of goods sold...........................         188,831        162,517 
                                                     --------       -------- 
Gross profit.................................          89,745         64,593 

Operating expenses:                                                          
     Selling, general and administrative.....          30,609         26,641 
     Research and development................          24,421         23,387 
                                                     --------       -------- 
Income from operations.......................          34,715         14,565 
Other income, net............................           1,598            955 
                                                     --------       -------- 
Income before income taxes...................          36,313         15,520 

Provision for income taxes...................          13,073          5,227 
                                                     --------       -------- 
Net income...................................         $23,240        $10,243 
                                                     ========       ======== 

Net income per share........................            $1.06          $0.48 
                                                     ========       ======== 
Common and common                                                            
     equivalent shares used in the                                           
     calculation of net income                                               
     per share                                         21,878         21,339 
                                                      =======        ======= 

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


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

                                                                · Download Table


                                                        Nine Months Ended    
                                                     ----------------------  
                                                    October 1,    October 2, 
                                                       1994          1993    
                                                     --------       -------  
                                                                             
Cash flows from operating activities:                                        
     Cash received from customers............        $271,845       $217,467 
     Cash received from related party........              --          1,594 
     Cash paid to suppliers and employees....        (231,209)      (175,331)
     Cash paid to related party..............              --        (31,523)
     Interest received.......................           1,669            911 
     Interest paid...........................            (104)          (137)
     Income taxes paid.......................         (17,696)        (5,968)
          Net cash provided (used) by                --------       -------- 
            operating activities.............          24,505          7,013 
                                                     --------       -------- 

Cash flows from investing activities:                                        
     Sale (purchase) of short-term                                           
       investments, net......................         (30,400)        10,950 
     Capital expenditures....................         (10,057)        (5,632)
     Acquisitions, net of cash acquired                    --         (6,437)
          Net cash provided (used) by                --------       -------- 
            investing activities.............         (40,457)        (1,119)
                                                     --------       -------- 

Cash flows from financing activities:                                        
     Proceeds from issuance of                                               
       common stock to employees.............           2,665            526 
     Principal payments under capital                                        
       lease obligations.....................            (233)          (251)
          Net cash provided (used) by                --------       -------- 
            financing activities.............           2,432            275 
                                                     --------       -------- 

Net increase (decrease) in cash and cash                                     
     equivalents.............................         (13,520)         6,169 
Cash and cash equivalents at beginning                                       
     of period...............................          44,995         34,244 
                                                     --------       -------- 
Cash and cash equivalents at end                                             
     of period...............................         $31,475        $40,413 
                                                     ========       ======== 


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


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

                                                                · Download Table


                                                         Nine Months Ended   
                                                        ------------------   
                                                     October 1,   October 2, 
                                                        1994         1993    
                                                      --------     --------  
                                                                             
Reconciliation of net income to net cash                                     
  provided (used) by operating activities:                                   
     Net income................................       $23,240        $10,243 
     Adjustments to reconcile net income to                                  
       net cash provided (used) by operating activities:                     
       Depreciation, amortization                                            
         and other.............................        11,390          9,836 
       Writedown of fixed assets...............            --            453 
       Deferred income tax provision...........        (3,848)        (1,553)
       Provision for doubtful accounts,                                      
         customer returns, and marketing                                     
         programs..............................         4,185            467 

Change in assets and liabilities, net of acquisitions:                       
     Accounts receivable.......................       (11,618)        (9,431)
     Inventories...............................        (2,700)         4,962 
     Other current assets......................        (1,542)           (32)
     Other assets..............................             7           (222)
     Accounts payable..........................         1,496         (8,833)
     Accrued liabilities.......................         4,670            171 
     Accrued income taxes......................          (775)           862 
                                                      -------        ------- 
          Net cash provided (used) by                                        
            operating activities...............       $24,505         $7,013 
                                                      =======        ======= 

Supplemental schedule of non-cash                                            
  investing and financing activities:                                        
     Transfer of inventories to                                              
       property and equipment..................        $2,859         $1,672 
     Disposal of fully depreciated                                           
       property and equipment..................         1,242            512 
     Capital lease obligations.................            --            105 
     Fair market value of assets                                             
       acquired, including goodwill............            --          8,677 
     Acquisition liabilities                                                 
       assumed.................................            --          2,177 


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


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

Note 1--ACCOUNTING PRINCIPLES                                                   

The consolidated balance sheet as of October 1, 1994, the consolidated          
statements of operations for the three and nine months ended October 1, 1994    
and October 2, 1993, as well as the consolidated statements of cash flows for   
the nine months ended October 1, 1994 and October 2, 1993, 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 1, 1994 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--INVENTORIES                                                             

Inventories consist of the following:                                           

                                                                · Download Table

                                                      October 1,   January 1,
                                                       1994          1994    
                                                      --------     ----------
                                                           (In thousands)    
                                                                             
Raw materials and component parts............         $25,259        $24,278 
Work-in-process..............................           3,652          2,690 
Finished goods...............................          11,109         13,212 
                                                      -------        ------- 
                                                      $40,020        $40,180 
                                                      =======        ======= 

Note 3--ACCRUED LIABILITIES                                                     

Accrued liabilities consist of the following:                                   

                                                                · Download Table

                                                       October 1,  January 1,
                                                         1994        1994    
                                                       --------    --------- 
                                                           (In thousands)    
                                                                             
Wages and employee benefits..................          $6,697         $6,126 
Warranty and other related costs.............          10,993          6,993 
Other........................................           1,173          1,074 
                                                      -------        ------- 
                                                      $18,863        $14,193 
                                                      =======        ======= 


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Note 4--NET INCOME PER SHARE                                                    

Net income per common share is based on the weighted average number of shares   
of common stock and common stock equivalents (dilutive stock options)           
outstanding during each respective period.  Proceeds from the exercise of the   
dilutive stock options are assumed to be used to repurchase outstanding         
shares of the Company's common stock at the average fair market value during    
the period.                                                                     

Note 5--EVENTS SUBSEQUENT TO OCTOBER 1, 1994                                    

On October 4, 1994, the Company acquired all the outstanding common shares of   
Grundig Data Scanner GmbH for a purchase price of $2.9 million.  The Company    
was immediately renamed as Exabyte Magnetics GmbH ("EMG").  EMG is engaged in   
the design and manufacture of heads and scanners for incorporation in high-     
performance helical-scan tape drives and is located in Feurth, Germany.         

The acquisition will be accounted for using the purchase method; accordingly,   
EMG's assets and liabilities were recorded at their estimated fair values at    
the date of acquisition.  The excess of the purchase price over the net         
assets acquired of $2.1 million will be charged to operations during the        
fourth quarter of 1994 as "Purchased research and development" in accordance    
with Statement of Financial Accounting Standards No. 2, "Accounting for         
Research and Development Costs."  The pro forma impact of the acquisition on    
the Company's results of operations was not significant.                        

On October 31, 1994, the Company liquidated its wholly-owned subsidiaries,      
R-Byte, Inc. and Exabyte Storage Solutions Corporation.                         


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

The Company's stock price may be subject to significant volatility.             
Any shortfall in revenue or earnings from levels expected by securities         
analysts could have an immediate and significant adverse effect on the          
trading price of the stock.  The Company's Results of Operations may be         
subject to material risks including but not limited to: i) delays in the        
timely development and introduction of new products, including delays in the    
announced Mammoth product (currently scheduled for introduction in the second   
quarter of 1995 and for general availability in the second half of 1995);       
ii) any inability by the Company to maintain with Sony Corporation or with      
other third parties, who may also be competitors with the Company, the          
required commercial and supply relationships on acceptable terms and            
conditions or to establish other commercial and supply relationships as may     
be required from time to time; iii) the development by others, including        
competitors with and current suppliers to and customers of the Company, of      
products, including 8mm and library products and alternative technologies,      
which are competitive with those of the Company; and iv) any inability by the   
Company to procure from third parties any necessary patent or other             
intellectual property licenses on commercially reasonable terms; v) any         
adverse fluctuations in the currency exchange rates applicable to the           
Company's component supply agreements with foreign vendors; vi) any inability   
by the Company to maintain the necessary product quality standards and any      
resulting loss of key customers; vii) the loss for any reason of one or more    
of the Company's largest customers (in the nine month period ended October 1,   
1994, three customers together represented 31% of total Company revenue);       
viii) any sudden and significant price erosion in the market for the            
Company's products as a result of competitive offerings or otherwise; ix) any   
unanticipated shortfall in sales order rates, particularly in the value-added   
reseller and distribution sales channels, which generally provide shorter       
order lead times and therefore less visibility to the Company; x) any loss of   
key Company executives or any inability by the Company to attract and retain    
qualified employees; xi) any inability by the Company to develop and maintain   
the necessary information systems to support the development or manufacture     
of the Company's products; and xii) any uninsured defense or settlement costs   
incurred by the Company resulting from any claims asserted by shareholders,     
including class actions or derivative actions, arising from a drop in the       
price of the Company's common stock (there are no such claims currently         
pending).  Stockholders are also advised to review the Company's Form 10-K,     
filed February 24, 1994, for a more complete discussion of risks applicable     
to the Company's business.                                                      

RESULTS OF OPERATIONS                                                           

The following table sets forth unaudited operating results for the three and    
nine month periods ended October 1, 1994 and October 2, 1993 as a percentage    
of sales in each of these periods.  This data has been derived from the         
unaudited consolidated financial statements.                                    


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                                                                · Download Table

                                                        Three Months Ended   
                                                       --------------------- 
                                                    October 1,     October 2,
                                                        1994           1993  
                                                       ------         ------ 
                                                                             
Net sales....................................          100.0%         100.0% 
Cost of goods sold...........................           67.1           72.9  
                                                       ------         ------ 
Gross margin.................................           32.9           27.1  

Operating expenses:                                                          
Selling, general and administrative..........           10.7           11.9  
Research and development.....................            8.8           10.2  
                                                       ------         ------ 
Income from operations.......................           13.4            5.0  
Other income(expense), net...................            0.5           (0.1) 
                                                       ------         ------ 
Income before income taxes...................           13.9            4.9  
Provision for income taxes...................            5.0            1.4  
                                                       ------         ------ 
Net income...................................            8.9%           3.5% 
                                                       ======         ====== 

                                                                · Download Table

                                                          Nine Months Ended  
                                                       --------------------- 
                                                    October 1,     October 2,
                                                        1994           1993  
                                                       ------         ------ 
                                                                             
Net sales....................................          100.0%         100.0% 
Cost of goods sold...........................           67.8           71.6  
                                                       ------         ------ 
Gross margin.................................           32.2           28.4  

Operating expenses:                                                          
Selling, general and administrative..........           11.0           11.7  
Research and development.....................            8.8           10.3  
                                                       ------         ------ 
Income from operations.......................           12.4            6.4  
Other income, net............................            0.6            0.4  
                                                       ------         ------ 
Income before income taxes...................           13.0            6.8  
Provision for income taxes...................            4.7            2.3  
                                                       ------         ------ 
Net income...................................            8.3%           4.5% 
                                                       ======         ====== 


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NET SALES                                                                       

Net sales for the three and nine month periods ended October 1, 1994 of $99.0   
million and $278.6 million, respectively, represented increases over the        
corresponding periods in 1993 of 31.8% and 22.7%, respectively.  These sales    
increases were the result of increased shipments of 8mm half-high, 4mm and      
quarter-inch drives and library products.  Partially offsetting these           
increases was a reduction in the shipments of 8mm full-high drives as well      
as decreases in the average selling prices of most products.                    

During the first nine months of 1994, sales of the half-high EXB-8505           
product increased to 42.1% of sales from 19.0% for the same period in           
1993.  Sales of the Company's initial product, the EXB-8200, decreased to       
6.3% for the first nine months of 1994 compared to 16.9% in the same period     
during 1993.  Sales of the Company's EXB-8500 product also decreased to 15.4%   
from 33.7% for the same period in 1993.  The decrease in sales of the full-     
high EXB-8200 and EXB-8500 products was primarily due to shifting customer      
demand to the half-high EXB-8505 tape subsystem.  This trend is expected to     
continue for the remainder of  fiscal 1994.  The remainder of sales during      
the first nine months of 1994 and 1993 along with a recap of the products       
described above are listed in the following table.                              

PRODUCT MIX TABLE                                                               
(As a Percentage of Net Sales)                                                  

                                                                · Download Table

                                          Nine Months Ended   
                                         ------------------   
                                         October 1, October 2,
                                          1994       1993     
                                         -------    -------   
                                                              
8mm products:                                                 
------------                                                  
     EXB-8200..........................     6.3%     16.9%    
     EXB-8500..........................    15.4      33.7     
     EXB-8205..........................     3.2       1.4     
     EXB-8505..........................    42.1      19.0     
     Stand-alone subsystems                                   
       (for above products)............     6.4       5.7     
     EXB-10 and 210....................     6.8       4.7     
     EXB-120 and 60....................     2.5       1.8     

4mm and quarter-inch cartridge products:                      
----------------------------------------                      
     EXB - 4200........................     4.4       1.2     
     EXB - 2501........................     1.4       0.1     

Consumables............................     8.2       7.9     

Service, spares and other..............     3.3       7.6     
                                         ------    ------     
                                          100.0%    100.0%    
                                         ======    ======     


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The customer mix during the first nine months of 1994 shifted from value        
added resellers ("VARs") to distributors.  The percentage of sales to           
original equipment manufacturers ("OEMs") remained relatively stable.  OEM      
customers accounted for 41% and 41% of net sales, respectively, for the third   
quarter and first nine months of 1994 compared to 40% and 44% for the           
comparable periods of 1993.  VARs contributed 24% and 25% of net sales,         
respectively, for the third quarter and first nine months of 1994 compared to   
34% and 35% for the comparable periods of 1993.  Sales to distributors          
increased to 35% and 34% of net sales, respectively, for the third quarter      
and first nine months of 1994 from 26% and 21% of net sales for the             
comparable periods of 1993.  This shift in customer mix was primarily the       
result of an expansion of the Company's distribution channel through the        
addition of several new commercial distributors.  Sales in the distribution     
channel are expected to remain as a greater percentage of net sales for the     
remainder of 1994 than they represented in 1993.                                

During the third quarter and first nine months of 1994, one OEM customer        
accounted for 18% and 20% respectively of sales compared to 16% and 18%         
respectively of sales for the same periods in 1993.  A different OEM customer   
accounted for 11% of sales for the first nine months of 1993.  No other         
customers accounted for 10% or more of sales in any of these periods.  Since    
these two major customers also sell competing products and continually          
review new technologies, there can be no assurance that sales to these          
customers will continue to represent such a significant portion of the          
Company's future revenue.                                                       

GROSS MARGIN                                                                    

Gross margin percentages for the third quarter and the first nine months of     
1994 were 32.9% and 32.2%, respectively, compared to 27.1% and 28.4% for the    
comparable periods in 1993.  The increases were generally the result of (1) a   
shift in 8mm sales mix to higher margin half-high drives; (2) increased         
sales of library products; and (3) the effect of product cost reduction         
efforts.  The Company expects continued price erosion on all of its products    
due to the competitive nature of the storage peripherals business.  Future      
product costs may be adversely impacted by the effect of the current weakness   
of the U.S. dollar versus the yen.                                              

OPERATING EXPENSES                                                              

Selling, general and administrative expenses decreased as a percentage of       
sales to 10.7% and 11.0% of sales, respectively, for the third quarter and      
first nine months of 1994 from 11.9% and 11.7% for the comparable periods in    
1993.  In absolute dollars, these expenses for the third quarter and first      
nine months of 1994 increased $1.7 million and $4.0 million respectively over   
the same periods in the previous year.  The principal components of these       
sales-related costs include salaries and benefits, sales commissions,           
advertising and promotions expenses.                                            

Research and development expenditures decreased as a percentage of sales to     
8.8% and 8.8% of sales, respectively, for the third quarter and first nine      
months of 1994 from 10.2% and 10.3% for the comparable periods in 1993.  In     
absolute dollars, these expenses increased $1.0 million and $1.0 million        
respectively over the same periods in the previous year  These expenditures     
primarily reflect continued spending on the development of recently announced   
new products and unannounced products.                                          


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OTHER INCOME, NET                                                               

Other income (expense), net, consists primarily of interest income, royalty     
income, interest expense, royalty expense, state franchise taxes and other      
miscellaneous items.                                                            

TAXES                                                                           

The provision for income taxes for the first nine months of 1994 increased to   
36.0% of income before taxes from 34.0% in the comparable period of 1993.       
Effective November 1, 1994, the Company liquidated two wholly-owned             
subsidiaries, R-Byte, Inc. and Exabyte Storage Solutions Corporation.           
As a result of the liquidation of R-Byte, a deferred tax valuation              
allowance on acquired operating loss and tax credit carryforwards is no         
longer considered necessary.  The net impact of the reversal of the             
deferred tax valuation allowance will be to increase the recorded               
dererred tax asset and reduce the provision for income taxes by                 
approximately $3,000,000 in the fourth quarter.  As a result the Company        
currently expects the effective tax rate for 1994 to be approximately 33%.      

NET INCOME                                                                      

Net income per share increased to $0.40 and $1.06 in the third quarter and      
first nine months of 1994 compared to $0.12 and $0.48 in the third quarter      
and first nine months of 1993.  This increase was primarily the result of       
increased revenues, higher gross margins and lower operating expense ratios     
in the third quarter and first nine months of 1994.                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

During the first nine months of 1994, the Company generated $24.5 million of    
cash from operating activities, generated $2.7 million in proceeds from the     
sale of common stock and expended $10.1 million for capital equipment and       
$233,000 on capital lease obligations.  Together, these activities resulted     
in a net increase in the combined balance of cash and short-term investments    
of $16.9 million to a quarter-ending balance of $82.9 million.  The Company's   
working capital increased to $154.3 million on October 1, 1994 from $129.7      
million on January 1, 1994.                                                     

The Company has a $15 million bank line of credit which expires April 30,       
1995, with borrowings under the line limited to 80% of eligible accounts        
receivable plus 25% of eligible inventory.  On October 1, 1994 the amount       
available under the line was $15 million and no borrowings were outstanding.    
Borrowings under the line of credit bear interest at the bank's prime rate.     
The ability to borrow under this line of credit is dependent upon the           
Company's adherence to a set of financial covenants, including the need to be   
profitable on a quarterly basis.  The Company is currently in compliance with   
all such covenants.                                                             

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 1995.    


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PART II.                                                                        

Item 6.  Exhibits and Reports on Form 8-K                                       

                                                                · Download Table


(a)     Exhibit Index                                                       

          Exhibit                                                           
          Number               Description                                  
          -------              -----------                                  
                                                                            
          10.0                Agreement for the sale and transfer of all the
                                shares in Grundig Data Scanner GmbH dated   
                                September 13, 1994.  (Schedules omitted     
                                pursuant to Item 601(b)(2) of Regulation    
                                S-K.  The Company undertakes to furnish such
                                schedules to the Commission suplementally   
                                upon request.)                              

          11.0                Statement regarding computation of per share  
                                earnings.                                   

          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 October 1, 1994.                   


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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                              By     /s/ William  L. Marriner               
-----------------------             ------------------------          
                                    Senior Vice President, Finance and
                                 Administration, Chief Financial
                                  Officer, Secretary and Treasurer
                                     (Principal Financial and Accounting
          Officer)


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EXABYTE CORPORATION AND SUBSIDIARIES                                            
EXHIBIT 10.0 - Agreement for the sale and transfer or all the                   
 shares in Grundig Scanner Data GmbH dated September
13, 1994                                          


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18                                                                              

                                                                     1
6187/268                                                                        
Number 260 of the Roll of Deeds for 1994                              

Transacted in Frankfurt am Main                                       
on September 14, 1994                                                 
Before me, the undersigned notary                                     

Dr. Bernhard Mielert                                                  

with official residence in Frankfurt am Main                          
there appeared today                                                  

1.  Mr. Hans H.W. Seidenschnur, General Counsel, having his business address    
at Kurgartenstrasse 37, 90762 Feurth, personally known, hereafter not   
acting in his own name but on behalf of Grunding AG, Kurgartenstrasse   
37, 90762 Feurth, by virtue of the power of attorney dated September 9, 
1994 which is attached to this Protocol,                                

-hereafter referred to as "the Seller"-                     


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                                                                   2

2.  Dr. Wulf Merkel, Attorney-at-Law, having his business address at            
Fredrich-Ebert-Anlage 14, 60325 Frankfurt am Main, personally known,    
hereafter not acting in his own name but on behalf of Exabyte           
Corporation, 1685 38th Street, Boulder, CO 80301, USA, by virtue of the 
power of attorney dated September 13, 1994 which is attached to this    
Protocol,                                                               

-hereafter referred to as "the Purchaser"-                  

As both the persons appearing and the acting notary have sufficient command     
of the English language this Protocol was established in English upon the       
request of the parties.  The persons appearing asked for the following          

AGREEMENT                                                             
for the Sale and Transfer of all the Shares                           
in Grundig Data Scanner GmbH                                          

to be recorded.                                                                 

Section 1                                                             
Sale and Transfer of Shares                                           

(1)  The Seller is the sole shareholder of Grundig Data Scanner GmbH            
(hereafter referred to as "the Company") of Kurgartenstrasse 37,      
90762 Feurth, Germany, registered in the commercial register of the   
Feurth Lower Court under HRB 5478.  The share capital of the Company  
amounts to DM 50,000.-  The Seller holds one share in the nominal     
amount of DM 50,000.-.                                                

The share is fully paid                                               

(2)  The Seller hereby sells and transfers to the Purchaser the said share      
effective as of October 4, 1994 (the "Effective Date").               

The Purchaser hereby accepts the transfer.                            


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                                                                   3

Any profit or loss resulting from annual accounts of the Company as from the    
Effective Date shall be for the benefit of or shall be borne by, as the case    
may be, the Purchaser.                                                          

Section 2                                                             
Purchase Price                                                        

(1)  The purchase price for the share is DM 4,340,000.-                         

The Purchaser shall pay promptly on the Effective Date an amount of DM
3,840,000.- into the Seller's account with Dresdner Bank AG Neurnberg,
account no. 1050 369 00(sorting code: 760 800 40).                    

(2)  Subject to any rights the Purchaser may have pursuant to sec. 7 hereof,    
the remaining balance to DM 4,340,000 shall be paid promptly after a  
period of twelve months plus ten days from the Effective Date.        

Section 3                                                             
Representations and Warranties                                        

(1)  The Seller represents that the statements contained in sec. 1 with         
respect to the capital share are correct, that the Company validly    
exists under German law, that the Articles of Association of the      
Company as delivered to the Purchaser are presently in effect, that   
the Seller can freely dispose of the transferred share and that this  
share is not encumbered with any rights of third parties.             

(2)  The Seller further represents and guarantees that:                         

 (a)  the Acquisition Balance Sheet as of September 30, 1994 (Exhibit 1)
    was established in accordance with generally accepted accounting
      principles, as they are in effect in Germany, consistently applied
       and completely and correctly reflect the financial situation of the
  Company as of the relevant date; the acquisition balance sheet
correctly and completely reflects the                       


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                                                                   4

      financial situation of the Company as of the Effective Date taking
     account only of adjustments resulting from the ordinary course of
business;                                                   

  (b)  the fixed assets and the current assets as shown in the Acquisition
     Balance Sheet are the property of the Company, are not encumbered
    with rights of third parties (with exception of the encumbrances
       listed in Exhibit 2 and customary retentions of title) and together
    with the leased assets rflected in Exhibit 3 comprise all assets
   necessary for the business operations of the Company, i.e., the
    design, development and production of high performance scanners,
as of the balance sheet date;                               

(c)  the accounts receivable shown in the Acquisition Balance Sheet   
     can be fully collected within normal commercially acceptable time
periods insofar as they were not reduced by an allowance for
doubtful accounts;                                          

(d)  the reserves shown in the Acquisition Balance Sheet cover all    
pension liabilities and other liabilities booked under other
reserves ("sonstige Reuckstellungen");                      

(e)  except for those shown in the Acquisition Balance Sheet and those
 described in Exhibit 4, there exist no liabilities, including
warranty and, to the Seller's best knowledge, contingent    
liabilities of the Company;                                 

(f)  the net book value of its assets for the same period is at least 
DM 50,000.-;                                                

(g)  as of the Effective Date the Company is in compliance with all   
legal requirements in the areas of safety and environmental 
protection applicable to its operations;                    

(h)  as of the Effective Date, there are no agreements giving anybody 
a right to participate in the profits of the Company.       

(i)  as of the Effective Date the Company has not given guarantees nor
assumed any other obligations with respect to liabilities or
obligations of third parties;                               


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                                                                   5

(j)  the Seller has taken reasonable steps to ensure the continued    
availability of the employee base listed in Exhibit 5;      

(k)  as of the Effective Date the Company has all required operating  
licenses and government approvals to conduct its business;  

(l)  with the exception of the agreement listed in Exhibit 6 the      
  Company is not a party to any agreement that enables the other
contracting party to cancel such agreement or accelerate any
  rights thereunder because of the purchase concluded herein and
     any and all agreements concluded by the Company were entered into
     in the normal course of business and can be properly performed by
the Company as it is sold hereunder.                        

 (m)  the proprietary rights licensed to the Company in section 6 hereof
     are validly existing and to the best knowledge of the Seller have
       not been challenged; to the best knowledge of the Seller the rights
   licensed in section 6 hereof are all the proprietary rights the
 Company needs to satisfy its licensing requirements as of the
Effective Date.                                             

(3)  The Seller further warrants that during the period from March 17, 1994     
until the signing date of this Agreement                              

(a)  The business of the Company has been conducted in accordance with
     proper business principles and no extraordinary transactions have
   been engaged in, except for those described in Exhibit 7.  This
applies in particular for:                                  

      (aa)  pension promises or other substantive benefits to employees;

       (bb)  contracts valuing in excess of DM 100,000.- for each contract
and not exceeding KM 500,000.- in total;        

     (cc)  sales, withdrawals or other disposals of items of the fixed
assets;                                         


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                                                                   6

  (b)  the scope and contents of the business activity of the Company have
  not been substantially changed since inception of the Company;

(c)  the fixed assets and the current assets of the Company have been 
     preserved and supplemented in accordance with proper business and
       accounting principles, the portion of the accounts receivable which
       must be adjusted by allowances has not increased and no new pension
liabilities were incurred;                                  

 (d)  no extraordinary events have occurred or, to the best knowledge of
the Seller, are threatened which could negatively affect the
present or future business activity of the Company.         

(4)  The Seller further represents that on the signing date of this Agreement   

 (a)  the Company is not committed by lease contracts or other contracts
   having a term of more that two years or presumably resulting in
annual expenses of the Company of more than DM 10,000.- per 
   contract, unless such contracts are listed in Exhibit 8 to this
Agreement;                                                  

(b)  the Company is not participating in litigation or proceedings    
before authorities or arbitration panels and, to the best   
   knowledge of the Seller, no such litigation or proceedings have
been threatened, except as listed in Exhibit 9.             

(5)  The Seller gives no guarantee as to the earning capacity of the Company.   

Section 4                                                             
Termination Costs                                                     

The Seller shall assume any financial and other responsibility for complying    
with any statutory, contractual or other requirements regarding terminated      
employees with respect to any employee of the Company whose employment is       
terminated by the Company within one year after the Effective Date.  The        
financial and other responsibilities of the Seller shall include, without       
limitation, severance payments, litigation costs, provided,                     


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                                                                   7

however, that the Seller's obligation to fund any such payments and costs       
shall not exceed DM 1,000,000.- in the aggregate.                               

Section 5                                                             
Pension Obligations                                                   

The parties shall reimburse each other for any adjustments to be made to        
the pension obligations that occur between September 8, 1994 and the            
Effective Date.  The Purchaser shall reimburse the Seller for any pension       
reserves for terminated employees if the pertinent reserves in the Company's    
balance sheet may be dissolved in accordance with generally accepted            
accounting principles.                                                          

Section 6                                                             
Technology Licenses                                                   

The Seller shall grant to or, as the case may be, procure for the Company,      
in particular from Grundig EMV Elektro-Mechanische Versuchsanstalt Max          
Grundig Hollandische Stiftung & Co. KG, the licences listed in Exhibit 10       
and shall ensure that the Company continues to have the rights under these      
licences for the period of time during which such rights are protectible.       
These licences shall be free of charge, non-exclusive, non tranferable          
(with the exception of transfers to the Purchaser or its affiliates) and be     
effective in the territory for which according to the Seller they are           
registered.  In the event that the Seller or an affiliate of the Seller         
who owns a right to be licensed hereunder decides to abandon any of such        
rights, the Purchaser shal have a right of first refusal thereto.  Related      
transfer costs shall be borne by the Purchaser, otherwise transfers of rights   
listed in Exhibit 10 shall be free of charge.  The Seller procured an           
enabling licence from Philips Electronics N.V. and/or its affiliates in the     
terms of Exhibit 11.                                                            

Section 7                                                             
Liability                                                             

(1)  In the event that any one of the warranties and representation made        
 above is or becomes partly or completely incorrect, the Seller shall be
obligated by way of                                                   


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                                                                   8

damages to put the Purchaser and/or - at the Purchaser's option - the 
Company in a position which they would have been if the warranty and  
 representation had been correct.  The Purchaser shall have the right to
request that this be done by way of monetary compensation, provided,  
however, that the maximum aggregate liability of the Seller shall not 
exceed the amount of DM 6,400,000.                                    

(2)  However, the Purchaser cannot assert claims pursuant to para (1) if in     
the aggregate they do not exceed DM 20,000.-; however, this shall not 
apply for claims because of the incorrectness of individual warranties
and representations which on an individual basis exceed DM 5,000.-    

Section 8                                                             
Statute of Limitations                                                

The claims of the Purchaser shall be subject to a statute of limitations        
period of one year after the signing of this Agreement.  Claims resulting       
from requests of tax authorities because of tax audits relating to periods      
before the Effective Date and not covered by reserves in the Acquisition        
Balance Sheet shall be subject to a statute of limitations period of six        
months after the tax assessment has become final which is issued because of     
the tax audit.  Provided notice of a claim was given to the Seller within the   
said limitation periods, the Purchaser may bring court or other appropriate     
actions within an additional one year period without losing its rights.         

Section 9                                                             
Prohibition to Compete                                                

The Seller undertakes to refrain from directly or indirectly competing with     
the business of the Company as it is conducted as of the Effective Date,        
including holding directly or indirectly interests in competitors of the        
Company for a period of three years from the date of this Agreement.            

Any breach of this non-competition undertaking shall make the Seller liable     
to the Purchaser for payment of contractual penalties in the amount of          
DM 500,000 per each week of breach.                                             


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                                                                   9

For each officer or key employee who leaves the Company to work for either      
the Seller or iR3 Video International GmbH in the first year after the          
Effective Date, the Seller shall repay to the Purchaser DM 500,000 of the       
purchase price.                                                                 

Section 10                                                            
Recission                                                             

Any right of recission or cancellation of this agreement shall be excluded.     

Section 11                                                            
Miscellaneous                                                         

(1)  The Purchaser shall cause the Company without undue delay to change its    
name to a name excluding the term "Grundig".                          

(2)  The Seller will continue to lease at the present rate the existing         
business premises to the Company for at least 12 months from the      
Effective Date and shall ensure continued access at commercially      
  reasonable terms to any necessary services the Company is using upon the
signing hereof with the exception of accounting and bookkeeping       
services.                                                             

(3)  Each party hereto shall bear its own costs and expenses in connection      
with this Agreement and its implementation.  The parties agree that no
  finder or broker was involved by them in this transaction.  The notarial
fees incurred by this Protocol and its implementation will be borne by
the Purchaser.                                                        

(4)  If one or several provision of this Agreement is or becomes invalid, the   
remaining provisions shall remain unaffected.                         

(5)  This Agreement shall be governed by the law of the Federal Republic of     
Germany.  Exclusive place of jurisdiction shall be Frankfurt am Main. 


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                                                                  10

(6)  The acquisition of the Company by the Purchaser is, if necessary, to be    
reported or notified to the Federal Cartel Office.  Both parties      
 undertake to do all that is necessary to effect any necessary report or
notification.                                                         

This Protocol and its annexes were read to the persons appearing, approved by   
them and signed as follows:                                                     

/s/Hans Seidenschnur                                                            
--------------------------                                                      

/s/Wulf Merkel                                                                  
--------------------------                                                      

/s/Bernhard Mielert, Notar                                                      
--------------------------                                                      


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9214/256                                                                        

Kostenberechnung gem.                                                           
SS 32.33.141.154 KostO                                                          
Geschaeftswert: DM 4,340,000.00                                                 
20/10 Gebeuhr gem. S 36 (2) KostO          DM  13.240,00                        
15% Mehrwertsteuer                         DM   1.986,00                        
                       ---------
                   DM  15.226,00
                       =========

/s/ Bermhard Mielert                                                
---------------------                                                 
Dr. Bernhard Mielert                                                  
Notar                                                                 


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POWER OF ATTORNEY                                                     

We, the undersigned                                                             

GRUNDIG Aktiengesellschaft                                            
Kurgartenstrasse 37                                                   
90762 Feurth/Bayern                                                   

herewith authorize                                                              

Mr. Hans Seidenschnur                                                 

to sell the share in GRUNDIG Data Scanner GmbH, Feurth, in the nominal amount   
of DM 50.000,-- to Exabyte Corporation, Boulder Colorado 80301, USA, and to     
accept the assignment thereof.                                                  

The proxy shall be authorized to make all statements necessary or appropriate   
in this connection.                                                             

The proxy shall be relieved from the restrictions of Section 181 Civil Code     
and shall be authorized to delegate this power of attorney.                     

Feurth, Septemeber 9, 1994                                                      

GRUNDIG                                                                         
Aktiengesellschaft                                                              

/s/ Harmsen                                                                     
------------                                                                    
Harmsen                                                                         


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POWER OF ATTORNEY                                                     

Exabyte Corporation                                                   
1685 38th Street                                                      
Boulder, Colorado 80301                                               
USA                                                                   

hereby authorises Dr. Wulf Merkel of Friedrich-Ebert-Anlage 2-14, 60325         
Frankfurt am Main to represent us for the purpose of entering into an           
agreement for the purchase and transfer of all the shares in Grundig Data       
Scanner GmbH, registered in the Commercial Register of the Feurth Lower         
Court under HRB 5478 with Grundig AG and to make all the declarations           
necessary or useful to achieve the purpose of the transaction.  The person      
authorised shall have the right to delegate his authority and shall be          
exempted from the restrictions of sec. 181 of the German Civil Code, i.e.,      
the prohibition of self dealing and multiple representation.                    

September 13, 1994                                                              

for and behalf of Exabyte Corporation:                                          

/s/ David L Riegel                                                              
------------------                                                              

by:                                                                             
David L Riegel                                                                  
Sr. VP Operations, Exabyte                                                      


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6937/200                                                                        

Exhibit 1                                                                       
Balance Sheet of the Company as of September 30, 1994                           

Actual status Sept. 30, 1994                                                    

Fixed Assets                 1.413 Mio DM                                       
accounts receivable                                                             
BTS                         .031 Mio DM                                     
Exabyte                     .355 Mio DM                                     
Cash                          .051 Mio DM                                       
-------------           
Total Assets                 1.850 Mio DM                                       

Goodwill                     3.300 Mio DM                                       
-------------           
5.150 Mio DM          

Liabilities                                                                     

pension reserve             .380 Mio DM                                     
other empl. cost res.       .130 Mio DM                                     
accounts payable extern.    .300 Mio DM                                     
------------          
Net purchase price           4.340 Mio DM                                       


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Exhibit 10                                                                      

Technology Licences                                                             

1.  DE-C-35 44 090                                                              

2.  DE-C-38 70 586                                                              

3.  DE-A-37 42 228                                                              

4.  DE-C-37 43 219                                                              

5.  DE-U-87 18 117                                                              

6.  DE-U-88 16 929                                                              

7.  DE-A-40 20 353                                                              

8.  DE-C-41 19 625                                                              

9.  DE-U-91 16 346                                                              

10. DE-U-91 16 378                                                              

11. DE-U-92 16 030                                                              

12. DE-C-43 00 756                                                              

13. DE-U-93 17 435                                                              

14. DE-U-93 19 313                                                              

15. DE-U-93 20 374                                                              

16. DE-C-43 26 567                                                              

17. DE-U-93 20 517                                                              


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Exhibit 11                                                                      

Enabling Licence                                                                


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(Philips International B.V. fax letterhead)                                     

Grundig AG.                                                                     
Kurgartenstrasse 37                                                             
D-90762 Feurth                                                                  
Germany                                                                         
Att: Mr. W. Dreykorn-Lindner                                                    

H 1235             +31 40 743385           9 June, 1994                         
BECK/AMS                                                                        

Dear Mr. Dreykorn-Lindner,                                                      

Re: Sale of Grundig Data Scanner GmbH to Exabyte Corp. USA.                     

  With reference to the enclosed Definitions it is herewith confirmed that
after the conclusion of the above sale, Philips Electronics N.V. will not       
assert against Exabyte Corp. USA any of its Patents as far as the use in        
Scanners, or the use in the manufacture of such Scanners is concerned.          

 It is however specifically understood that the above non-assertion does
not extend to any scanner for use in 8 mm Video Recorder systems.               

Yours faithfully,                                                               

/s/H.F.M. Beckers                                                               

H.F.M. Beckers                                                                  
Director Corporate Patents and Trademarks                                       
PHILIPS ELECTRONICS N.V.                                                        

Enclosure                                                                       


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(Philips letterhead)                                                            

BECK/AMS/RUT/CVW                                                                
17 June 1994                                                                    

Definitions:                                                                    

Patents:  Any and all patents and patent applications owned and/or              
controlled by Philips Electronics N.V. ("Philips") and its  
   Subsidiaries, and under which Philips and its Subsidiaries have
     the right to grant licenses and/or to give non-assertions without
 payment of royalties or other monetary consideration to third
   parties and which have a first filing date or are entitled to a
first filing date prior to June 1, 1994.                    

Scanner:  The rotating magnetic head scanner for 8 mm magnetic tape as has      
     been developed by Grundig Data Scanner GmbH prior to June 1, 1994
     and to be transferred to Exabyte in the course of the sale of its
business for use in Exabyte's MAMMOTH**8 mm cartridge tape  
subsystem.                                                  

** and sucessor generation of                                                   


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Corp. Legal Dept.                                                               
Ru/CvW/D12                                                                      
17.6.1994                                                                       

FACSIMILE MESSAGE                                                     

NUMBER OF PAGES (INCLUDING THIS COVER SHEET): 2                                 

TO:     Mr. Seidenschnur - Grundig AG                                           

FACS NO.:  09-49 911 705 540                                                    

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

FROM:       J.A. Rutgers                                                        
General Secretary                                       

COMPANY:    PHILIPS INTERNATIONAL B.V.                                          
CORP. LEGAL DEPT. - BLDG. VO-1                          
EINDHOVEN, THE NETHERLANDS                              

TEL. NO.:  +31-40-783236                                
FACS.NO.:  +31-40-788842                                

IN CASE OF PROBLEMS WITH FAXES PLEASE CALL:  +31-40-784417                      
--------------------------------------------------------------------            

Anbei eine abgeanderte Anlage (zweimal "Subsidiaries" zugefeugt                 
und von mir paraphiert).                                                        

/s/J.A. Rutgers                                                                 

J.A. Rutgers                                                                    


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9251/256                                                                        

Die wortliche Ubereinstimmung der vorstehenden Fotokopie mit der                
Urschrift der Urkunde Nr. 260/1994 wird hiermit beglaubigt.                     

Frankfurt am Main, den 21. September 1994                                       

/s/ Dr. Bernhard Mielert                                              

Dr. Bernhard Mielert                                          
Notar                                                         


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EXABYTE CORPORATION AND SUBSIDIARIES                                            
Exhibit 11.0 - Earnings Per Share Computations                                  
(In thousands, except per share data)                                           

                                                                · Download Table


                                                         Three Months Ended  
                                                       ----------------------
                                                     October 1,    October 2,
                                                        1994          1993   
                                                       -------       ------- 
Primary (1):                                                                 
--------                                                                     
                                                                             
Weighted average number of common                                            
     and common equivalent shares                                            
     outstanding(2)..........................          21,916         21,281 
                                                       ======         ====== 
Net income...................................          $8,785         $2,621 
                                                       ======         ====== 
Net income per share.........................           $0.40          $0.12 
                                                       ======         ====== 


                                                                · Download Table

                                                          Nine Months Ended  
                                                       --------------------- 
                                                       October 1,  October 2,
                                                        1994          1993   
                                                       -------       ------- 
Primary(1):                                                                  
--------                                                                     
                                                                             
Weighted average number of common                                            
     and common equivalent shares                                            
     outstanding(2)..........................          21,878         21,339 
                                                       ======         ====== 
Net income...................................         $23,240         10,243 
                                                       ======         ====== 
Net income per share.........................           $1.06          $0.48 
                                                       ======         ====== 


(1)  Fully diluted earnings per share is not presented since it results in      
identical earnings per share as primary earnings per share calculations.        

(2)  Includes weighted average number of common shares outstanding and common   
shares issuable upon assumed exercise of stock options.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10-Q Filing   Date First   Last      Other Filings
10/2/93210
1/1/94214
2/24/9410
3/17/9422
6/1/9435
9/8/9424
9/9/9418
9/13/941530
9/14/9418
9/30/942031
For The Period Ended10/1/9411510-Q/A
10/4/94919
10/31/949
11/1/9414
11/3/941
Filed On / Filed As Of11/14/94
4/30/9514
 
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Filing Submission 0000855109-94-000012   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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