OVERLAND DATA INC
10-Q, 1998-11-12
COMPUTER STORAGE DEVICES
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1998


                         Commission File Number: 0-22071


                               OVERLAND DATA, INC.
             (Exact name of registrant as specified in its charter)



              California                                     95-3535285 
     (State or other jurisdiction                          (IRS Employer
           of incorporation)                             Identification No.)

              8975 Balboa Avenue, San Diego, California 92123-1599 
          (Address of principal executive offices, including zip code)

                                 (619) 571-5555
              (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 90 days.
Yes /X/  No

As of November 6, 1998 there were 10,099,755 shares of the registrant's common
stock, no par value, issued and outstanding.


<PAGE>
                               OVERLAND DATA, INC.
                                    FORM 10-Q
                For the quarterly period ended September 30, 1998

                                TABLE OF CONTENTS
                                                                            
                                                                         PAGE
                                                                        NUMBER
                                                                        ------
PART I   --   FINANCIAL INFORMATION

Item 1.       Financial Statements:

              Consolidated condensed statement of operations --
                   Three months ended September 30, 1998 and 1997.............3

              Consolidated condensed balance sheet --
                    September 30, 1998 and June 30, 1998......................4

              Consolidated condensed statement of cash flows --
                    September 30, 1998 and 1997...............................5

              Notes to consolidated condensed financial statements............6


Item 2.       Management's Discussion and Analysis of Financial Condition
                    and Results of Operations.................................9


PART II  --   OTHER INFORMATION

Item 1.       Legal Proceedings..............................................13

Item 4.       Submission of Matters to a Vote of Security Holders............14

Item 6.       Exhibits and Reports on Form 8-K...............................14

              Signatures.....................................................15

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                           1998       1997
                                                                          -------    -------
<S>                                                                       <C>        <C>
Net sales ............................................................    $24,372    $13,998
Cost of goods sold ...................................................     16,956      9,338
                                                                          -------    -------
Gross profit .........................................................      7,416      4,660
                                                                          -------    -------
Operating expenses:
         Sales and marketing .........................................      2,789      2,107
         Research and development ....................................      1,368        946
         General and administrative ..................................      1,321      1,531
                                                                          -------    -------
         Total operating expenses ....................................      5,478      4,584
                                                                          -------    -------
Income from operations ...............................................      1,938         76

Other income (expense):
         Interest income, net ........................................        236        243
         Other income (expense), net .................................         35        (33)
                                                                          -------    -------
Income before income taxes ...........................................      2,209        286
Provision for income taxes ...........................................        861        109
                                                                          -------    -------
Net income ...........................................................    $ 1,348    $   177
                                                                          -------    -------
                                                                          -------    -------
Earnings per share:
         Basic .......................................................    $  0.13    $  0.02
                                                                          -------    -------
                                                                          -------    -------
         Diluted .....................................................    $  0.12    $  0.02
                                                                          -------    -------
                                                                          -------    -------
Number of shares used in computing earnings per share:
         Basic .......................................................     10,540     10,458
                                                                          -------    -------
                                                                          -------    -------
         Diluted .....................................................     10,895     11,061
                                                                          -------    -------
                                                                          -------    -------
</TABLE>

See accompanying notes to consolidated condensed financial statements. 

                                       3
<PAGE>

                              OVERLAND DATA, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEET
                    (In thousands, except number of shares)


<TABLE>
<CAPTION>
                                                               September 30,   June 30,
                                                                    1998         1998
                                                               -------------   --------
                                                                (unaudited)
<S>                                                            <C>             <C>
ASSETS:                                                         
Current assets:
    Cash and cash equivalents ...............................      $19,518       $15,550
    Accounts receivable, less allowance for doubtful accounts
      and returns of $1,051 and $922, respectively ..........       12,646        15,683
    Inventories .............................................       16,604        16,077
    Deferred income taxes ...................................        1,558         1,558
    Other current assets ....................................          840           873
                                                                   -------       -------
                      Total current assets ..................       51,166        49,741

Property and equipment, net .................................        4,062         4,207
Other assets ................................................           97            48
                                                                   -------       -------
                                                                   $55,325       $53,996
                                                                   -------       -------
                                                                   -------       -------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
    Accounts payable ........................................      $ 6,902       $ 6,970
    Accrued liabilities .....................................        2,407         2,075
    Accrued payroll and employee compensation ...............        1,178         1,198
                                                                   -------       -------
                      Total current liabilities .............       10,487        10,243

Other liabilities ...........................................          517           385
                                                                   -------       -------
                      Total liabilities .....................       11,004        10,628

Shareholders' equity:
    Common stock, no par value, 25,000,000 shares
      authorized; 10,488,602 and 10,549,486 shares
      issued and outstanding, respectively...................       33,083        33,496
    Accumulated other comprehensive income...................           36            18
    Retained earnings........................................       11,202         9,854
                                                                   -------       -------
                           Total shareholders' equity........       44,321        43,368
                                                                   -------       -------
                                                                   $55,325       $53,996
                                                                   -------       -------
                                                                   -------       -------
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>

                              OVERLAND DATA, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               September 30,
                                                                             1998       1997
                                                                          --------    --------
<S>                                                                       <C>         <C>
OPERATING ACTIVITIES:
    Net income .........................................................  $  1,348    $    177
    Adjustments to reconcile net income to cash
    provided by (used in) operating activities:
       Depreciation and amortization ...................................      
                                                                               335         247
       Changes in operating assets and liabilities:
             Account receivables........................................     3,037       1,732
             Inventories................................................      (527)     (2,578)
             Other assets ..............................................       (16)         93
             Accounts payable and accrued liabilities ..................       396         171
             Accrued payroll and employee compensation .................       (20)       (212)
                                                                          --------    --------
             Net cash provided by (used in) operating activities........     4,553        (370)

INVESTING ACTIVITIES:
    Capital expenditures ...............................................      (190)       (885)
                                                                          --------    --------
                 Net cash used in investing activities .................      (190)       (885)
                                                                          --------    --------
FINANCING ACTIVITIES:
     Proceeds from exercise of stock options ...........................        32         --
     Stock repurchases .................................................      (621)        --
     Net proceeds from issuance of common stock ........................       176         249
                                                                          --------    --------
            Net cash (used in) provided by financing activities ........      (413)        249
                                                                          --------    --------
Effect of exchange rate changes on cash ................................        18           5
                                                                          --------    --------
Net increase (decrease) in cash and cash equivalents ...................     3,968      (1,001)
Cash and cash equivalents at the beginning of the period ...............    15,550      18,926
                                                                          --------    --------
Cash and cash equivalents at the end of the period .....................   $19,518     $17,925
                                                                          --------    --------
                                                                          --------    --------
</TABLE>

See accompanying notes to consolidated condensed financial statements 

                                       5
<PAGE>

                               OVERLAND DATA, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 -- BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Overland 
Data, Inc. and its subsidiaries (the "Company") have been prepared by the 
Company without audit pursuant to the rules and regulations of the Securities 
and Exchange Commission for Form 10-Q. Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations. In the opinion of management, these 
statements reflect all normal recurring adjustments necessary for a fair 
presentation of the financial position, results of operations and cash flows 
for all periods presented. The results of operations for such periods are not 
necessarily indicative of the results expected for the full fiscal year. The 
Company's fiscal quarter ends on the Sunday closest to September 30. For ease 
of presentation, the Company's quarter end is deemed to be September 30. For 
further information, refer to the consolidated financial statements and 
footnotes thereto included in the Company's Form 10-K for the fiscal year 
ended June 30, 1998 on file with the Securities and Exchange Commission.

NOTE 2 -- NET INCOME PER SHARE 

The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS 
128), "Earnings Per Share," as required in the second quarter of fiscal 1998. 
Basic earnings per share (EPS) is computed based on the weighted average 
number of shares of common stock outstanding during the period. Diluted EPS 
is computed based on the weighted average number of shares of common stock 
outstanding during the period increased by the weighted average number of 
common stock equivalents outstanding during the period, using the treasury 
stock method. All prior period EPS amounts have been presented to conform to 
the provisions of SFAS 128.

                                       6

<PAGE>

A reconciliation of the calculation of basic and diluted EPS is as follows 
(in thousands, except per share data):

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                        SEPTEMBER 30,
                                                     1998           1997
                                                     ----           ----
                                                         (unaudited)
<S>                                                 <C>             <C>

Net income ......................................   $ 1,348         $   177
                                                    -------         -------
                                                    -------         -------
BASIC EPS:
   Weighted average number of common
   stock shares outstanding .....................    10,540          10,458
                                                    -------         -------
                                                    -------         -------
Basic earnings per share ........................   $  0.13         $  0.02
                                                    -------         -------
                                                    -------         -------
DILUTED EPS:
   Weighted average number of common
   stock shares outstanding .....................    10,540          10,458

   Common stock equivalents from the
   issuance of options using the
   treasury stock method ........................       355             603
                                                    -------         -------
                                                     10,895          11,061
                                                    -------         -------
                                                    -------         -------
Diluted earnings per share ......................   $  0.12         $  0.02
                                                    -------         -------
                                                    -------         -------
</TABLE>

NOTE 3 -- COMPREHENSIVE INCOME

Effective July 1, 1998, the Company adopted Statement of Financial Accounting 
Standards (SFAS) No. 130, "Reporting Comprehensive Income.'' SFAS 130 
establishes new rules for the display and reporting of comprehensive income 
and its components; however the adoption of this statement had no impact 
on the Company's current or previously reported net income or shareholders' 
equity. Comprehensive income includes all changes in shareholders' equity 
with the exception of additional investments by shareholders or distributions 
to shareholders. Comprehensive income includes, in addition to net income,
foreign currency translation effects which are charged or credited to the 
accumulated other comprehensive income account within shareholders' equity.

Comprehensive income for the three months ended September 30, 1998 and 1997 
was as follows (in thousands):

<TABLE>
<CAPTION>
                                            Three Months Ended
                                               September 30,
                                            1998          1997
                                            ----          ----
                                                (unaudited)
<S>                                        <C>            <C>
Net Income                                 $1,348         $177
Foreign currency translation effect            18            5
                                           ------         ----
Total comprehensive income                 $1,366         $182
                                           ------         ----
                                           ------         ----
</TABLE>

                                       7

<PAGE>

NOTE 4 -- INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>

                            September 30,      June 30,
                               1998              1998
                            -------------      --------
                             (unaudited)
<S>                         <C>                <C>

     Raw materials            $8,756           $10,195
     Work-in-process           4,742             3,259
     Finished goods            3,106             2,623
                             -------           -------
                             $16,604           $16,077
                             -------           -------
                             -------           -------
</TABLE>

NOTE 5 --  LITIGATION

The Company, its directors and certain of its officers were named as 
defendants in two putative class action lawsuits filed on April 21, 1997 and 
May 2, 1997 in the U.S. District Court for the Southern District of 
California. In both cases, the plaintiffs purported to represent a class of 
all persons who purchased the Company's Common Stock between February 21, 
1997 and March 14, 1997. The complaints alleged that the defendants violated 
various federal securities laws through material misrepresentation and 
omissions in connection with the Company's initial public offering and its 
registration statement on Form S-1 which was declared effective by the 
Securities and Exchange Commission on February 21, 1997. The suits seek 
rescission of their share purchases or rescissory damages if their shares 
have been sold, as well as attorneys' fees and other costs and expenses.

On September 16, 1997, the Court entered an Order permitting the voluntary 
dismissal of the first-filed lawsuit without prejudice and the plaintiff in 
the second lawsuit was appointed as the Lead Plaintiff in this litigation. 
That person now has resigned as the Lead Plaintiff, and the shareholder who 
had filed the first of the two lawsuits has petitioned the Court for 
permission to intervene and serve as the Lead Plaintiff. The petition was 
granted on September 29, 1998 and the shareholder has moved the Court to 
allow the matter to go forward as a class action. That motion is pending.

The defendants have answered the second complaint, have denied the material 
allegations and have disavowed any wrongdoing. The litigation currently is in 
the discovery phase, and trial has been scheduled for Summer of 1999. 
Although the outcome of the lawsuit cannot be determined, management believes 
it has meritorious defenses and intends to defend against the lawsuit 
vigorously. The Company maintains directors' and officers' liability 
insurance to provide coverage against suits of this nature, and other than 
legal fees incurred to date, no amounts have been recorded in the financial 
statements for any losses which may result from this litigation. 

                                       8

<PAGE>

ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933, as amended, and 
Section 21E of the Securities Exchange Act of 1934, as amended. 
Forward-looking statements usually contain the words "estimate," 
"anticipate," "expect" or similar expressions. All forward-looking statements 
are inherently uncertain as they are based on various expectations and 
assumptions concerning future events and they are subject to numerous known 
and unknown risks and uncertainties. The forward-looking statements included 
herein are based on current expectations and entail such risks and 
uncertainties as those set forth below which could cause the Company's actual 
results to differ materially from those projected in the forward-looking 
statements. The Company disclaims any obligation to update or publicly 
announce revisions to any such statements to reflect future events or 
developments.

Advanced technology companies such as Overland Data are subject to numerous 
risks and uncertainties generally characterized by rapid technological change 
and other highly competitive factors. The Company's future revenue and 
operating results are dependent upon gaining further market acceptance for 
its LibraryXpress line of automated tape libraries and its ability to 
manufacture sufficient product to satisfy demand. The LibraryXpress products 
incorporate a line of DLT tape drives supplied by Quantum Corporation, which 
is the sole source for the DLT tape technology. In the past, there have been 
times when the Company was unable to obtain an adequate supply of such drives 
and there can be no assurance that such supply interruptions will not recur.

The Company's future revenue and operating results are also dependent upon 
market demand for its TapeXpress line of 36-track products, which could be 
adversely affected by newly introduced competitive products and other 
factors. Although IBM is the Company's primary customer for this product 
line, IBM is not required to purchase minimum quantities pursuant to the 
supply arrangement.

The future success of the Company will also depend upon 
its ability to develop, manufacture and market new and enhanced products on a 
timely and cost effective basis, including products related to the Company's 
new Variable Rate Randomizer (VR2) encoding technology which was announced on 
December 11, 1997. Although a cross-licensing agreement was announced on 
April 1, 1998 with Tandberg Data ASA whereby Tandberg will include VR2 
technology in Tandberg's MLR and SLR tape drives, success in this area cannot 
be assured because of the inherent uncertainty of development projects for 
high technology products, the possible introduction of competing products in 
the marketplace, the uncertainty of market acceptance of the products and 
other such factors.

The risks and uncertainties noted above, along with others which could 
materially and adversely affect the Company's business, are more fully set 
forth in the "Risk Factors," "Management's Discussion and Analysis of 
Financial Condition and Results of 

                                       9

<PAGE>

Operations," and other sections of the Company's Form 10-K for the most 
recently completed fiscal year on file with the Securities and Exchange 
Commission.

RESULTS OF OPERATIONS 

The following table sets forth items in the Company's statement of operations 
as a percentage of net sales for the periods presented. The data has been 
derived from the Company's unaudited condensed consolidated financial 
statements.

<TABLE>
<CAPTION>
                                                                                 Three Months Ended 
                                                                                    September 30, 
                                                                                  1998         1997 
                                                                                  ----         ----
<S>                                                                              <C>          <C>

Net sales..............................................................          100.0%       100.0%
Cost of goods sold ....................................................           69.6         66.7
                                                                                 -----        -----
Gross profit...........................................................           30.4         33.3
                                                                                 -----        -----
Operating expenses:
         Sales and marketing...........................................           11.4         15.0
         Research and development .....................................            5.6          6.8
         General and administrative ...................................            5.4         11.0
                                                                                 -----        -----
           Total operating expenses ...................................           22.4         32.8
                                                                                 -----        -----
Income from operations ................................................            8.0          0.5
Other income (expense):
         Interest income, net .........................................            1.0          1.7
         Other income (expense), net ..................................            0.1         (0.2)
                                                                                 -----        -----
Income before income taxes ............................................            9.1          2.0
Provision for income taxes ............................................            3.5          0.7
                                                                                 -----        -----
Net income ............................................................            5.6%         1.3%
                                                                                 -----        -----
                                                                                 -----        -----
</TABLE>

     NET SALES. Net sales of $24.4 million in the fiscal 1999 first quarter 
grew by $10.4 million or 74.1% over sales of $14.0 million in the comparable 
quarter of the prior year. The growth was attributable primarily to increased 
sales of both the LibraryXpress and 36-track product lines. LibraryXpress 
sales grew 105.5% from $5.5 million in the fiscal 1998 first quarter to $11.3 
million in the fiscal 1999 first quarter, due principally to strong OEM 
demand and sales of the new LXL loader express library which began shipping 
in February 1998. Sales of 36-track product also benefited from strong OEM 
sales and grew 196.8% from $3.1 million in the fiscal 1998 first quarter to 
$9.2 million in the fiscal 1999 first quarter. As anticipated, combined sales 
of 18-track and 9-track products of $1.3 million in the 1999 first quarter 
declined by 53.3% from sales of $2.9 million in the fiscal 1998 first 
quarter. The Company has announced end-of-life on all 18-track products. 
End-of-life has also been announced on most 9-track products and the Company 
expects that its customers will continue to migrate to newer technologies and 
that, as a result, sales of 9-track products will continue to decline in 
future quarters. 

                                      10

<PAGE>

A summary of the sales mix by product for the periods presented in the 
statement of operations is as follows:

<TABLE>
<CAPTION>
                                           Three Months Ended
                                              September 30,
                                              1998     1997
                                             ------   -----
<S>                                           <C>      <C>
Company products:
         LibraryXpress .................      46.3%    39.3%
         36-track ......................      37.7     22.1
         18-track ......................       0.2      4.7
         9-track .......................       5.3     15.7
         Spare parts, controllers, other       5.5     10.4

Other products:
         DLT distributed product .......       5.0      7.8
                                             -----    -----
                                             100.0%   100.0%
                                             -----    -----
                                             -----    -----
</TABLE>

     GROSS PROFIT. The Company's gross profit for the fiscal 1999 first 
quarter was $7.4 million, an increase of 57.4%, from $4.7 million in the 
fiscal 1998 first quarter. As a percentage of sales, however, the fiscal 1999 
first quarter gross margin declined to 30.2% from 33.3% in the fiscal 1998 
first quarter. The margin decline was due primarily to a shift in customer 
mix with a greater portion of sales made to OEM customers at lower margins 
relative to the Company's other sales channels. Additionally, pricing 
pressure in the marketplace resulted in lower selling prices for certain of 
the Company's products.

     SALES AND MARKETING EXPENSE. Sales and marketing expense amounted to 
$2.8 million or 11.4% of net sales in the fiscal 1999 first quarter compared 
to $2.1 million or 15.1% of net sales in the fiscal 1998 first quarter. The 
growth of expenses resulted from increased spending for advertising and 
promotions, the addition of new sales personnel, and an expansion of the 
Company's demo/evaluation pool of products. The Company's current focus is to 
expand sales to its commercial distribution channel in order to balance the 
high level of OEM sales and improve overall gross margins.

     RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense 
amounted to $1.4 million or 5.6% of net sales in the fiscal 1999 first 
quarter compared to $946,000 or 6.8% of net sales in the fiscal 1998 first 
quarter. The increased expenses in the fiscal 1999 first quarter reflect 
personnel additions, increased development expenses related to the VR2 joint 
development agreement with Tandberg, and the fact that the prior year 
expenses were reduced by a customer reimbursement of non-recurring 
engineering expense. 

     GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense 
amounted to $1.3 million or 5.4% of net sales in the fiscal 1999 first 
quarter compared

                                      11

<PAGE>

to $1.5 million or 10.9% of net sales in the fiscal 1998 first quarter. The 
decrease in expenses in the fiscal 1999 first quarter reflects the fact that 
the prior year included expenses to upgrade computer equipment preparatory to 
the implementation of the Company's new ERP system as well as a higher level 
of legal expenses.

     OTHER INCOME (EXPENSE), NET. In the fiscal 1999 first quarter, the 
Company generated net other income of $271,000 which consisted of $236,000 of 
interest income and $35,000 of foreign currency gains compared to net 
interest income of $210,000 in the fiscal 1998 first quarter which consisted 
of $243,000 of interest income offset by $33,000 of foreign currency 
translation losses.

     INCOME TAXES. The Company's effective tax rate in the fiscal 1999 first 
quarter was 39% compared to 38.1% in the fiscal 1998 first quarter and 38.5% 
for the full fiscal year 1998.

LIQUIDITY AND CAPITAL RESOURCES 

During the fiscal 1999 first quarter, the Company generated $4.0 million of 
cash. The primary factor contributing to this strong cash flow was a decrease 
in accounts receivable of $3.0 million, caused by strong sales and 
collections in the first two months of the quarter. Earnings before 
depreciation and amortization generated an additional $1.7 million and a 
decrease in accounts payable and accrued liabilities generated $396,000. 
Items which partially offset these amounts included $527,000 in increased 
inventories to support the higher sales levels, $621,000 used to repurchase 
shares of the Company's stock pursuant to its buyback program, and $190,000 
spent on capital equipment during the period. On an aggregate basis, these 
activities increased the company's cash reserves to $19.5 million at 
September 30, 1998. At that date, the Company's working capital amounted to 
$40.7 million with no outstanding funded debt. The Company believes that 
these resources will be sufficient to fund its operations and to provide for 
its growth for the foreseeable future.

                                      12

<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company, its directors and certain of its officers were named as 
defendants in two putative class action lawsuits filed on April 21, 1997 and 
May 2, 1997 in the U.S. District Court for the Southern District of 
California. In both cases, the plaintiffs purported to represent a class of 
all persons who purchased the Company's Common Stock between February 21, 
1997 and March 14, 1997. The complaints alleged that the defendants violated 
various federal securities laws through material misrepresentation and 
omissions in connection with the Company's initial public offering and its 
registration statement on Form S-1 which was declared effective by the 
Securities and Exchange Commission on February 21, 1997. The suits seek 
rescission of their share purchases or rescissory damages if their shares 
have been sold, as well as attorneys' fees and other costs and expenses.

On September 16, 1997, the Court entered an Order permitting the voluntary 
dismissal of the first-filed lawsuit without prejudice and the plaintiff in 
the second lawsuit was appointed as the Lead Plaintiff in this litigation. 
That person now has resigned as the Lead Plaintiff, and the shareholder who 
had filed the first of the two lawsuits has petitioned the Court for 
permission to intervene and serve as the Lead Plaintiff. The petition was 
granted on September 29, 1998 and the shareholder has moved the Court to 
allow the matter to go forward as a class action. That motion is pending.

The defendants have answered the second complaint, have denied the material 
allegations and have disavowed any wrongdoing. The litigation currently is in 
the discovery phase, and trial has been scheduled for Summer of 1999. 
Although the outcome of the lawsuit cannot be determined, management believes 
it has meritorious defenses and intends to defend against the lawsuit 
vigorously. The Company maintains directors' and officers' liability 
insurance to provide coverage against suits of this nature, and other than 
legal fees incurred to date, no amounts have been recorded in the financial 
statements for any losses which may result from this litigation.

                                      13

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during Q1 of 
Fiscal 1999.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits
                  27.0     Financial Data Schedule

         (b)      Reports on Form 8-K
                  None

                                      14

<PAGE>

                                   SIGNATURES

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

                                              OVERLAND DATA, INC.

Date:  November 11, 1998                      By:  /s/ VERNON A. LOFORTI
                                                   ----------------------
                                                    Vernon A. LoForti
                                                    Vice President and
                                                    Chief Financial Officer

                                      15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE 3 MONTHS ENDED SEPT. 30,
1998, THE CONSOLIDATED BALANCE SHEET AS OF SEPT. 30, 1998 AND THE CONSOLIDATED 
CONDENSED STATEMENT OF CASH FLOWS FOR THE 3 MONTHS ENDED SEPT. 30, 1998, AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-START>                             JUL-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          19,518
<SECURITIES>                                         0
<RECEIVABLES>                                   12,646
<ALLOWANCES>                                         0
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