EXHIBIT 99.1
PRO FORMA FINANCIAL INFORMATION
The design and assets that are the subject of the disposition being reported by
this Form 8-K were acquired by the Company in connection with the acquisition of
certain assets from Tecmar Technologies International, Inc., and certain of its
affiliates, effective February 23, 2000 (the "Tecmar Acquisition"). The pro
forma statements of operations have been presented to give effect to the sale
transaction as if it had occurred at the beginning of the periods presented.
However, because the Company did not own the assets related to the disposition
until February 23, 2000, the following Unaudited Pro Forma Condensed
Consolidated Statement of Operations for the fiscal year ended June 30, 2000
present the results for the Company as if that acquisition had not occurred. The
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2001
gives effect to the disposition as if it had occurred on March 31, 2001.
This Pro Forma Financial Information is presented for illustrative purposes
only. It is not necessarily indicative of the results of the remaining
operations or financial position which actually would have been reported had
the disposition occurred as the beginning of the periods presented, nor is it
necessarily indicative of the Company's future financial results of
operations.
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OVERLAND DATA, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 2001
(IN THOUSANDS)
Historical Adjustments Pro-forma
---------- ----------- ---------
ASSETS
------
Current assets:
Cash and cash equivalents $ 12,971 $ - $ 12,971
Accounts receivable, net 22,964 - 22,964
Inventories 27,066 (1,778) (a) 25,288
Deferred income taxes 3,391 810 (c) 4,201
Other current assets 2,689 - 2,689
--------- ---------- ----------
Total current assets 69,081 (968) 68,113
Property and equipment, net 5,503 (112) (a) 5,391
Other assets 491 - 491
--------- ---------- ----------
$ 75,075 $ (1,080) $ 73,995
========= ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 12,917 $ - $ 12,917
Accrued liabilities 5,767 - 5,767
Accrued payroll and employee compensation 2,629 160 (b) 2,789
--------- ---------- ----------
Total current liabilities 21,313 160 21,473
Other liabilities 1,393 - 1,393
--------- ---------- ----------
Total liabilities 22,706 160 22,866
--------- ---------- ----------
Shareholders' equity:
Common stock 32,762 - 32,762
Accumulated other comprehensive income (298) - (298)
Retained earnings 19,905 (1,240) 18,665
--------- ---------- ----------
Total shareholders' equity 52,369 (1,240) 51,129
--------- ---------- ----------
$ 75,075 $ (1,080) $ 73,995
========= ========== ==========
FOOTNOTES
(a) Represents the reduction of inventory to net realizable value and the
impairment of assets to be disposed as a result of the sale of the
Designs and the exit of the entry-level tape drive business.
(b) Represents accrued severance related to a reduction in force associated
with exiting the entry-level tape drive business.
(c) Represents the tax benefit related to the charges discussed in
footnotes (a) and (b).
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OVERLAND DATA, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2000
(IN THOUSANDS)
Historical Adjustments Pro-forma
---------- ----------- ---------
Net revenues:
Product sales $ 122,703 $ (2,523) (a) $ 120,180
Royalties & services 276 - 276
---------- ---------- ----------
Total net revenues 122,979 (2,523) 120,456
Cost of goods sold 92,460 (4,140) (a) 88,320
---------- ---------- ----------
Gross Profit 30,519 1,617 32,136
Operating expenses:
Sales and marketing 14,272 (641) (a) 13,631
Research and development 7,253 (772) (a) 6,481
General and administrative 6,183 (487) (a) 5,696
---------- ---------- ----------
Total operating expenses 27,708 (1,900) 25,808
---------- ---------- ----------
Income from operations 2,811 3,517 6,328
Other income:
Interest income, net 714 43 (a) 757
Other expense, net (109) - (109)
---------- ---------- ----------
Income before income taxes 3,416 3,560 6,976
Provision for income taxes 1,349 1,406 (b) 2,755
---------- ---------- ----------
Net income $ 2,067 $ 2,154 $ 4,221
========== ========== ==========
Net income per share:
Basic $ 0.20 $ 0.21 $ 0.42
========== ========== ==========
Diluted $ 0.19 $ 0.20 $ 0.39
========== ========== ==========
Number of shares used in computing per share amounts:
Basic 10,123 10,123 10,123
========== ========== ==========
Diluted 10,688 10,688 10,688
========== ========== ==========
FOOTNOTES
(a) Represents the operations of the Tecmar Acquisition.
(b) The adjustment to income taxes represents the adjustment required to
cause the consolidated effective tax rate to be equal to the rate
recorded by the Company.
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OVERLAND DATA, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS)
Historical Adjustments Pro-forma
---------- ----------- ---------
Net revenues:
Product sales $ 117,597 $ (2,659) (a) $ 114,938
Royalties & services 734 - 734
--------- ---------- ----------
Total net revenues 118,331 (2,659) 115,672
Cost of goods sold 86,708 (2,933) (a) 83,775
--------- ---------- ----------
Gross Profit 31,623 274 31,897
Operating expenses:
Sales and marketing 12,068 (482) (a) 11,586
Research and development 7,553 (1,784) (a) 5,769
General and administrative 6,132 (147) (a) 5,985
--------- ---------- ----------
Total operating expenses 25,753 (2,413) 23,340
--------- ---------- ----------
Income from operations 5,870 2,687 8,557
Other income:
Interest income, net 350 2 (a) 352
Other income, net 395 51 (a) 446
--------- ---------- ----------
Income before income taxes 6,615 2,740 9,355
Provision for income taxes 2,613 1,082 (b) 3,695
--------- ---------- ----------
Net income $ 4,002 $ 1,658 $ 5,660
========= ========== ==========
Net income per share:
Basic $ 0.39 $ 0.16 $ 0.55
========= ========== ==========
Diluted $ 0.37 $ 0.15 $ 0.52
========= ========== ==========
Number of shares used in computing per share amounts:
Basic 10,371 10,371 10,371
========= ========== ==========
Diluted 10,931 10,931 10,931
========= ========== ==========
FOOTNOTES
(a) Represents the operations of the Tecmar Acquisition.
(b) The adjustment to income taxes represents the adjustment required to
cause the consolidated effective tax rate to be equal to the rate
recorded by the Company.
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