Overland Storage Posts Record Fiscal 2004 Results

Overland Storage Posts Record Fiscal 2004 Results
Annual Revenue Climbs 22 Percent; Net Income Grows 59 Percent 


SAN DIEGO, Aug. 13  /PRNewswire-FirstCall/ -- Overland Storage Inc.
(NASDAQ:OVRL) today announced results for its fourth quarter and fiscal year
ended June 30, 2004.  Record levels were achieved for annual revenue, net
income and earnings per share.

Revenue for the fiscal 2004 fourth quarter was $55.0 million compared with
$56.5 million for the same period last year.  Net income for the fourth quarter
was $2.1 million, or $0.14 per diluted share, compared with $3.3 million, or
$0.25 per diluted share, for the fiscal 2003 fourth quarter. Pro forma net
income for the fourth quarter of fiscal 2004, excluding the non-cash
amortization resulting from the June 2003 acquisition of Okapi Software Inc.
that is charged to cost of goods sold, was $2.4 million, or $0.16 per diluted
share.  Pro forma results are presented to provide a more complete view of the
company's financial results in light of the launch of new products during
fiscal 2004 resulting from the acquisition of Okapi.  See "Non-GAAP Financial
Measures" below.

Revenue for fiscal year 2004 increased 22 percent to $238.1 million from $195.9
million last year.  Net income for the year jumped 59 percent to $10.6 million,
or $0.74 per diluted share, from $6.7 million, or $0.54 per diluted share, in
the prior year.  Pro forma net income for fiscal 2004 was $11.8 million, or
$0.82 per diluted share.

The per share calculation reflects an increase of 2.1 million shares resulting
from new shares issued in conjunction with the company's May 2003 private stock
placement, additional shares issued as partial consideration for the Okapi
acquisition, and the exercise of employee stock options.

"Our solid performance for fiscal 2004 reflects the ongoing demand for
Overland's back-up technology and the leadership position the company has
established among OEM and branded channel customers.  This represents our
twenty-fourth consecutive year of record revenue and our third consecutive year
of record earnings per share.  In fiscal 2004, our OEM business grew 22 percent
compared to the prior year and our branded channel business climbed 21
percent," said Christopher Calisi, president and chief executive officer.

He emphasized the continuing benefit and contribution Overland has realized
through its acquisition of Okapi in June 2003, with three new disk-based backup
appliance products launched in fiscal 2004, and increasing traction in this
emerging market.  "Overland has established itself as the leader in the
iSCSI-based backup appliance sector.  In fact, earlier this week the company
was recognized by Enterprise Strategy Group (ESG) as having shipped more units
and terabytes of iSCSI-based disk-to-disk backup appliances in 2004 than any
other vendor in the industry.  We intend to leverage this leadership position
and deliver a steady stream of increasingly sophisticated appliances that our
customers can seamlessly integrate to protect their digital assets," Calisi
said.

"Fourth quarter performance did not meet our expectations due primarily to a
reduced level of sales to our largest OEM customer.  We did benefit from strong
sales to our second largest OEM customer and better than expected royalty
revenue.  These strengths helped offset seasonal softness in our Asia Pacific
OEM business, as well as some end-of-quarter softness in our branded channel. 
Despite the macro economic issues that affected this quarter, we are optimistic
that we will be able to generate another year of record revenue and earnings in
fiscal 2005," Calisi added.

He noted that the technology shift relating to disk-based backup is beginning
to gain momentum, with the advent of low-cost serial ATA disk and iSCSI
interconnect technology fueling the shift.  Additionally, IT departments are
facing the need to accelerate both backups and restores.  "Customers are
looking for near-line appliances with software intelligence that store and
protect critical data on disk and can quickly move that data to tape for more
permanent and removable storage," Calisi said.

He highlighted Overland's REO family of products as designed to address this
need.  "REO is a mid-range solution that can be incorporated into any network
computing environment and can complement any tape automation system. Overland
sold more than three and one half times as many REO units in our fourth fiscal
quarter than in the immediately preceding third quarter, and we believe this
demonstrates the industry's strong acceptance of our products and this new
technology," Calisi emphasized.

"Overland's corporate strategy is to further establish our leadership position
in the mid-range tape automation market, while expanding our new disk-based
backup business supported by a wide array of new solutions.  In the current
data protection market, disk is complementary to tape automation and presents a
great opportunity for us.  The higher software content in disk-based appliances
as compared to tape libraries should enable us to capture higher margins. 
Additionally, the disk business will enable Overland to diversify its customer
base, an important strategic goal for future growth," Calisi said.

He added that to develop this business, Overland is increasing its investment
in research and development, including expansion of its software development
team.  Additionally, the new products will be supported by higher levels of
sales and marketing.  "Though these initiatives will impact our profitability
in the near term," stated Calisi, "we believe they will help Overland become a
stronger, more diversified and larger company."

Forward Guidance

The company noted that its guidance considers the current economic conditions
and constrained IT spending environment.  Management expects rapid growth in
its disk-based appliance business that should contribute 8 percent of fiscal
2005 total revenue.  This will improve gross margins, which are expected to
reach 30 percent by the fourth fiscal quarter.  The focus and increased
investment on R&D will result in a 38 percent rise in R&D expense for the year,
and total operating expenses are expected to grow 19 percent over fiscal 2004. 
Total revenue for the year is expected to grow approximately 10 percent and
GAAP earnings per share are expected to increase approximately 12 percent.  The
company also noted that, consistent with its stated plan, it would discontinue
the presentation of pro forma earnings beginning with the first quarter of
fiscal 2005.

Revenue in the fiscal year 2005 first quarter is expected to be approximately
$56 million.  Operating expenses are planned to grow sequentially in the first
quarter by approximately $2.1 million, reflecting increased R&D, sales and
marketing expenses.  Net income for the first quarter is estimated to be $0.06
per diluted share.

Non-GAAP Financial Measures

To supplement the Consolidated Statement of Operations presented in accordance
with GAAP, the company has included a Pro Forma Consolidated Statement of
Operations that excludes the non-cash amortization of the $9.0 million
intangible asset (including the gross-up effect related to deferred taxes) that
arose from the June 2003 acquisition of Okapi.  The intangible is being
amortized to cost of goods sold over five years, the estimated life of the
acquired products.  Overland did not begin shipping the products gained from
the acquisition until August 2003, but sales of these products grew
sequentially during the four quarters of fiscal year 2004. Because GAAP
requires that the intangible asset be amortized at a minimum on a straight-line
basis commencing immediately upon acquisition, the combined amortization and
product cost in each of the four quarters of fiscal year 2004 exceeded the
revenue generated by the product, thereby resulting in a negative gross profit
for the product line and a depression of the company's overall gross margin. 
During the product introduction ramp-up that occurred throughout fiscal year
2004, management evaluated the performance of this new product line excluding
the amortization charge, and allocated resources based on such evaluation.  The
company believes that the pro forma results provide useful information to
investors concerning Overland's operating results, and permit a more meaningful
comparison to historical financial results, which did not include amortization
charges.  The company considered the capital costs of the acquisition when it
modeled the expected benefits, and noted that revenues from the product
increased by the end of fiscal year 2004 to a level sufficient to generate a
more normalized product gross margin on a GAAP basis in fiscal 2005. 
Accordingly, the company intends to discontinue reporting pro forma results
beginning in fiscal 2005.  Reconciliations of GAAP net income to pro forma net
income and GAAP to pro forma per share results are provided in a table
immediately following the Pro Forma Consolidated Statements of Operations. 
Although management believes the above non-GAAP financial measures enhance
investors' understanding of the company's business and performance, these
non-GAAP financial measures are inherently limited in that they exclude certain
costs which are required to be included in a GAAP presentation, and do not
therefore present the full measure of the company's recorded costs against its
revenues.  Accordingly, these pro forma results should be considered together
with GAAP results, rather than as an alternative to GAAP basis financial
measures.

About Overland Storage

For more than 20 years, Overland Storage has delivered world-class data
protection solutions designed to ensure business continuity.  Focused on backup
and recovery, Overland's data protection solutions are designed for entry-level
and midrange computing environments.  These include the REO family of
disk-based backup and recovery appliances and the award-winning NEO Series of
tape libraries.  Overland sells its products worldwide through leading OEMs,
commercial distributors, storage integrators and value-added resellers. For
more information, visit Overland's website at http://www.overlandstorage.com/.

Except for the factual statements made herein, the information contained in
this news release consists of forward-looking statements that involve risks,
uncertainties and assumptions that are difficult to predict.  Words and
expressions reflecting optimism and satisfaction with current prospects, as
well as words such as "believe," "intends," "expects," "plans," "anticipates"
and variations thereof, identify forward-looking statements, but their absence
does not mean that a statement is not forward looking.  Such forward-looking
statements are not guarantees of performance and the company's actual results
could differ materially from those contained in such statements.  Factors that
could cause or contribute to such differences include difficulty of predicting
sales to the company's major OEM customer, technology spending levels,
unexpected shortages of critical components, rescheduling or cancellation of
customer orders, loss of a major customer, the timing and market acceptance of
new product introductions by the company, including the launch of the company's
new REO products, its competitors or its licensees, the timing and amount of
licensing royalties, general competition and price pressures in the
marketplace, the company's ability to control costs and expenses and economic
conditions.  Reference is also made to other factors set forth in the company's
filings with the Securities and Exchange Commission, including the "Risk
Factors," "Management's Discussion and Analysis" and other sections of the
company's Form 10-K for the most recently completed fiscal year.  These
forward-looking statements speak only as of the date of this release and the
company undertakes no obligation to publicly update any forward-looking
statements to reflect new information, events or circumstances after the date
of this release.

All trademarks, trade names, service marks, and logos referenced herein belong
to their respective companies.

Webcast:  A live audio Webcast of Overland's management conference call
discussing fourth quarter 2004 results and the outlook for fiscal 2005 will be
held beginning at 10:30 a.m. EDT, Aug. 13, 2004, and will be posted at
http://www.overlandstorage.com/.  Please provide adequate time to log on. 
Following the broadcast, the conference call will be archived for future access
on Overland's Web site.

                            OVERLAND STORAGE, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS
                    (In thousands, except per share data)

                                     Three Months Ended  Twelve Months Ended
                                          June 30,           June 30,
                                       2004     2003      2004      2003
                                        (Unaudited)        (Unaudited)
   Net revenues                       $55,031  $56,532  $238,139  $195,881
   Cost of revenues                    39,793   40,379   173,485   141,863
   Gross profit                        15,238   16,153    64,654    54,018

   Operating expenses:
       Sales and marketing              7,858    6,981    30,848    26,700
       Research and development         1,817    1,737     7,259     7,376
       General and administrative       2,590    2,427    10,949     9,632
            Total expenses             12,265   11,145    49,056    43,708

   Operating income                     2,973    5,008    15,598    10,310
   Interest income, net                   165      107       533       215
   Other income (loss), net                 4     (123)       68      (332)
   Income before income taxes           3,142    4,992    16,199    10,193
   Income taxes                         1,069    1,717     5,574     3,511
   Net income                          $2,073   $3,275   $10,625    $6,682

   Earnings per share:
       Basic                            $0.15    $0.27     $0.79     $0.59
       Diluted                          $0.14    $0.25     $0.74     $0.54

   Shares used in computing
      earnings per share:
       Basic                           13,673   12,042    13,384    11,318
       Diluted                         14,427   13,261    14,404    12,314


                            OVERLAND STORAGE, INC.
                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    (In thousands, except per share data)

                                   Three Months Ended  Twelve Months Ended
                                        June 30,             June 30,
                                    2004       2003      2004        2003
                                        (Unaudited)          (Unaudited)
   Net revenues                    $55,031    $56,532  $238,139    $195,881
   Cost of revenues                 39,344     40,379   171,689     141,863
   Gross profit                     15,687     16,153    66,450      54,018

   Operating expenses:
       Sales and marketing           7,858      6,981    30,848      26,700
       Research and development      1,817      1,737     7,259       7,376
       General and administrative    2,590      2,427    10,949       9,632
            Total expenses          12,265     11,145    49,056      43,708

   Operating income                  3,422      5,008    17,394      10,310
   Interest income, net                165        107       533         215
   Other income (loss), net              4       (123)       68        (332)
   Income before income taxes        3,591      4,992    17,995      10,193
   Income taxes                      1,224      1,717     6,194       3,511
   Net income                       $2,367     $3,275   $11,801      $6,682

   Earnings per share:
       Basic                         $0.17      $0.27     $0.88       $0.59
       Diluted                       $0.16      $0.25     $0.82       $0.54

   Shares used in computing
      earnings per share:
       Basic                        13,673     12,042    13,384      11,318
       Diluted                      14,427     13,261    14,404      12,314

   A reconciliation between net
    income on a GAAP basis and pro
   forma net income is as follows:

   GAAP net income                  $2,073     $3,275   $10,625      $6,682
   Amortization of purchased
    intangible assets                  449         --     1,796          --
   Income tax effect                  (155)        --      (620)         --
   Pro forma net income             $2,367     $3,275   $11,801      $6,682

   A reconciliation between
    diluted earnings per share on
    a GAAP basis and pro forma
    diluted earnings per share
    is as follows:

   GAAP net income                   $0.14      $0.25     $0.74       $0.54
   Amortization of purchased
    intangible assets                 0.03         --      0.12          --
   Income tax effect                 (0.01)        --     (0.04)         --
   Pro forma net income              $0.16      $0.25     $0.82       $0.54


                            OVERLAND STORAGE, INC.
                      SELECTED BALANCE SHEET INFORMATION
                                (In thousands)

                                                 June 30,           June 30,
                                                   2004               2003
                                                          (Unaudited)
   ASSETS
   Cash and equivalents                          $58,422            $55,020
   Short term investments                         11,235                 --
   Accounts receivable, net                       31,424             31,850
   Inventories                                    16,163             19,262
   Other current assets                           11,323              6,812
      Total current assets                       128,567            112,944
   Property, plant and equipment, net              7,945              8,171
   Other assets                                    7,514              9,807
      Total assets                              $144,026           $130,922


   LIABILITIES & EQUITY
   Current liabilities                           $25,460            $28,618
   Long-term debt                                     --              3,026
   Other long-term liabilities                     5,052              6,014
   Shareholders' equity                          113,514             93,264
      Total liabilities and equity              $144,026           $130,922


DATASOURCE: Overland Storage Inc.



CONTACT:  Vernon A. LoForti, CFO, , or

Cynthia A. Bond, Director of Corporate Communications,

, both of Overland Storage Inc., [phone]



Web site:  http://www.overlandstorage.com/ 

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