Overland Storage Posts Third Quarter Results

Overland Storage Posts Third Quarter Results
Targets 24 Percent Revenue and 46 Percent Earnings Growth for Fiscal 2004 


SAN DIEGO, April 22  /PRNewswire-FirstCall/ -- Overland Storage, Inc.  today
announced results for its fiscal 2004 third quarter and nine-month period ended
March 31, 2004.

Revenue for the fiscal 2004 third quarter increased five percent to $58.8
million compared with $56.2 million for the same period last year.  Net income
for the third quarter was $2.9 million compared with $2.4 million for the
fiscal 2003 third quarter.  Net income per diluted share for the fiscal third
quarter was $0.20 compared with $0.20 a year earlier.  Pro forma net income for
the third 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 $3.2 million, or $0.22 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 the nine months ended March 31, 2004 increased 31 percent to $183.1
million compared with $139.4 million last year.  Net income for the nine-month
period more than doubled reaching $8.6 million, or $0.59 per diluted share,
compared with $3.4 million, or $0.28 per diluted share, for the same period a
year earlier.  Pro forma net income for the nine-month period of fiscal 2004
was $9.4 million, or $0.66 per diluted share.

The per share calculation reflects an increase of 2.2 million shares used in
the earnings per share calculation 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.

"Going into our third quarter, we expected difficult comparisons to the prior
year because last year's third quarter benefited from a backlog of orders from
our largest OEM customer that could not be filled in the previous quarter. 
Compensating for this challenging OEM comparison, our branded channel grew 28
percent over the prior year.  This year sales were strong in all geographic
regions with the Americas reporting 34 percent growth," said Christopher
Calisi, president and chief executive officer.

"Historically and absent unusual events, Overland's fiscal third quarter is
seasonally slower than its second and fourth fiscal quarters.  This year's
performance appears consistent with that pattern.  Due to the exceptional
strength of our second fiscal quarter, however, third quarter revenue this year
was disproportionately lower than anticipated.  We now believe that the second
quarter benefited from an unusually high level of IT 'budget-flush' purchases
due to the improving economic outlook.  While anticipating a return to more
normal cycles, and factoring in the uncertainty of external events, we are
taking a cautious stance regarding our fourth quarter.  On the positive side we
are pleased with the traction of our new NEO 8000 tape library and the
excitement surrounding our next generation REO 4000 disk-to-disk backup and
recovery appliance."

Gross margin as a percent of sales for the third quarter of fiscal 2004 was
27.5 percent compared with 27.9 percent a year earlier.  On a pro forma basis,
excluding the amortization for the Okapi acquisition charged to cost of goods
sold, the gross margin for the quarter was 28.3 percent.  This year's increased
margin resulted from a lower concentration of OEM business compared to the
prior year quarter.

Operating expenses for the fiscal 2004 third quarter were nearly flat with the
prior year quarter and were down on a sequential basis compared to the second
fiscal quarter.  Subsequent to the end of the quarter, the company settled
patent litigation that had been ongoing since the third fiscal quarter of 2003.
 In accordance with GAAP, the company has accrued the cost of the settlement in
general and administrative expenses in the March quarter.

"Last week, we announced our new, next-generation REO4000 that provides an
unmatched combination of speed, flexibility, reliability and affordability. Its
expanded feature set includes Fibre channel connectivity, RAID 5 capability and
tape emulation.  This product announcement has generated a significant amount
of press from industry analysts and publications.  We anticipate first customer
shipments by the end of April," Calisi said.

He further highlighted the company's third quarter first-customer shipment of
its new NEO 8000 tape library capable of scaling from 100 to 500 cartridges. 
"The NEO 8000 greatly expands Overland's addressable market, and we are very
optimistic about its market reception and potential.  By leveraging our
existing NEO design, we have gained significant cost advantages and have priced
the NEO 8000 to be extremely price competitive.  The sales pipeline is growing
rapidly and is especially strong in Europe," Calisi added.

Forward Guidance

While the company believes it is on target to achieve 24 percent revenue and 46
percent earnings growth for fiscal 2004, it has adjusted guidance for its
fiscal fourth quarter.  The company now expects revenue for its fiscal fourth
quarter to be approximately $60 million.  Gross margins are expected to be
relatively flat with the third fiscal quarter, while expenses should be up
slightly as a result of increased R&D spending on a new product development
program that the company has just launched.  Net income for the fourth quarter
is estimated to be $0.20 per diluted share and $0.22 per diluted share on a pro
forma basis.

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, and expects that sales of these products
will grow 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 amortization
in each of the first three 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 expected to occur throughout fiscal year 2004,
management will evaluate the performance of this new product line excluding the
amortization charge, and allocate resources based on such evaluation.  The
company therefore 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 management expects that
revenues from the product will increase by the end of fiscal year 2004 to a
level sufficient to generate a more normalized product gross margin on a GAAP
basis.  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
midrange-computer environments.  These include NEO SERIES, the award-winning
automated storage libraries that set the standard for intelligent, automated
and scalable storage, and REO, the disk-based backup and recovery acceleration
appliance.  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 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, its competitors
or its licensees, including the launch of the company's new REO and NEO 8000
products, 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.

Overland, Overland Storage, REO Series and NEO Series are trademarks or
registered trademarks of Overland Storage, Inc.

Webcast:  A live audio Webcast of Overland's management conference call
discussing third quarter 2004 results and the outlook for the remainder of
fiscal 2004 will be held beginning at 10:30 a.m. EDT, April 22, 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           Nine Months Ended
                              March 31,                   March 31,
                          2004          2003         2004          2003
                              (Unaudited)                (Unaudited)

   Net revenues          $58,789      $56,200     $183,108     $139,351
   Cost of revenues       42,622       40,509      133,692      101,485
   Gross profit           16,167       15,691       49,416       37,866

   Operating expenses:
     Sales and marketing   7,597        6,959       22,989       19,718
     Research and
      development          1,659        2,216        5,442        5,639
     General and
      administrative       2,808        2,680        8,359        7,206
       Total expenses     12,064       11,855       36,790       32,563

   Operating income        4,103        3,836       12,626        5,303
   Interest income, net      159           14          368          108
   Other income (loss),
    net                       63         (124)          64         (209)
   Income before income
    taxes                  4,325        3,726       13,058        5,202
   Income taxes            1,449        1,286        4,505        1,795
   Net income             $2,876       $2,440       $8,553       $3,407

   Earnings per share:
     Basic                 $0.21        $0.22        $0.64        $0.31
     Diluted               $0.20        $0.20        $0.59        $0.28

   Shares used in
    computing earnings
    per share:
     Basic                13,587       11,162       13,288       11,079
     Diluted              14,551       12,230       14,400       11,999


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

                            Three Months Ended        Nine Months Ended
                                March 31,                March 31,
                           2004         2003         2004         2003
                               (Unaudited)              (Unaudited)

   Net revenues          $58,789      $56,200     $183,108     $139,351
   Cost of revenues       42,173       40,509      132,345      101,485
   Gross profit           16,616       15,691       50,763       37,866

   Operating expenses:
     Sales and marketing   7,597        6,959       22,989       19,718
     Research and
      development          1,659        2,216        5,442        5,639
     General and
      administrative       2,808        2,680        8,359        7,206
       Total expenses     12,064       11,855       36,790       32,563

   Operating income        4,552        3,836       13,973        5,303
   Interest income, net      159           14          368          108
   Other income (loss),
    net                       63         (124)          64         (209)
   Income before income
    taxes                  4,774        3,726       14,405        5,202
   Income taxes            1,600        1,286        4,970        1,795
   Net income             $3,174       $2,440       $9,435       $3,407

   Earnings per share:
     Basic                 $0.23        $0.22        $0.72        $0.31
     Diluted               $0.22        $0.20        $0.66        $0.28

   Shares used in
    computing earnings
    per share:
     Basic                13,587       11,162       13,141       11,079
     Diluted              14,551       12,230       14,356       11,999

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

   GAAP net income        $2,876       $2,440       $8,553       $3,407
   Amortization of
    purchased intangible
    assets                   449           --        1,347           --
   Income tax effect        (151)          --         (465)          --
   Pro forma net income   $3,174       $2,440       $9,435       $3,407

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

   GAAP net income         $0.20        $0.20        $0.60        $0.28
   Amortization of
    purchased intangible
    assets                  0.03           --         0.09           --
   Income tax effect       (0.01)          --        (0.03)          --
   Pro forma net income    $0.22        $0.20        $0.66        $0.28


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

                                                 March 31,      June 30,
                                                    2004           2003
                                                        (unaudited)
   ASSETS
   Cash and equivalents                            $59,230        $55,020
   Short term investments                            3,853             --
   Accounts receivable, net                         36,917         31,850
   Inventories                                      19,936         19,262
   Other current assets                              8,979          6,812
       Total current assets                        128,915        112,944
   Property, plant and equipment, net                8,109          8,171
   Other assets                                      8,756          9,807
       Total assets                               $145,780       $130,922


   LIABILITIES & EQUITY
   Current liabilities                             $31,505        $28,618
   Long-term debt                                       --          3,026
   Other long-term liabilities                       6,478          6,014
   Shareholders' equity                            107,797         93,264
       Total liabilities and equity               $145,780       $130,922


DATASOURCE: Overland Storage, Inc.



CONTACT:  Vernon A. LoForti, CFO, , or

Cynthia A. Bond, Director of Corporate Communications,

, of Overland Storage, Inc., [phone]



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

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