QUANTUM CORP /DE/ - Quarter Report: 2010 September (Form 10-Q)

quantum_10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

Form 10-Q
___________

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2010

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from ______ to ______

Commission File Number 1-13449

______________

QUANTUM CORPORATION
______________

Incorporated Pursuant to the Laws of the State of Delaware

IRS Employer Identification Number 94-2665054

1650 Technology Drive, Suite 800, San Jose, California 95110

(408) 944-4000
______________

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of the close of business on October 29, 2010, approximately 221.0 million shares of Quantum Corporation’s common stock were issued and outstanding.

QUANTUM CORPORATION

INDEX

		Page
		Number
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Statements of Operations	1

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Cash Flows	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Reserved	40

Item 5.	Other Information	40

Item 6.	Exhibits	40

SIGNATURE		41

EXHIBIT INDEX		42

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
Product revenue	$	112,329		$	118,327		$	220,783		$	223,551
Service revenue		37,728			39,757			76,365			78,659
Royalty revenue		17,665			16,842			33,799			33,056
Total revenue		167,722			174,926			330,947			335,266
Cost of product revenue		73,067			73,077			143,702			145,163
Cost of service revenue		23,259			25,220			48,395			51,831
Total cost of revenue		96,326			98,297			192,097			196,994
Gross margin		71,396			76,629			138,850			138,272
Operating expenses:
Research and development		18,128			16,907			36,250			33,439
Sales and marketing		29,119			27,880			59,197			55,173
General and administrative		14,941			15,218			30,424			29,723
Restructuring charges		94			1,696			11			4,806
		62,282			61,701			125,882			123,141
Income from operations		9,114			14,928			12,968			15,131
Interest income and other, net		306			1,265			274			1,269
Interest expense		(6,001	)		(6,935	)		(12,116	)		(12,586	)
Gain on debt extinguishment, net of costs		—			1,569			—			12,859
Income before income taxes		3,419			10,827			1,126			16,673
Income tax provision (benefit)		394			(528	)		797			310
Net income	$	3,025		$	11,355		$	329		$	16,363

Net income per share:
Basic	$	0.01		$	0.06		$	0.00		$	0.08
Diluted		0.01			0.04			0.00			0.02

Income for purposes of computing net income per share:
Basic	$	3,025		$	11,355		$	329		$	16,363
Diluted		3,025			9,792			329			4,753

Weighted average common and common equivalent shares:
Basic		218,856			212,475			217,167			211,372
Diluted		221,999			213,794			224,267			225,752

See accompanying Notes to Condensed Consolidated Financial Statements.

QUANTUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)

	September 30, 2010			March 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	96,212		$	114,947
Restricted cash		1,830			1,896
Accounts receivable, net of allowance for doubtful accounts of $704 and $798, respectively		100,838			103,397
Manufacturing inventories, net		51,709			54,080
Service parts inventories, net		48,476			53,217
Deferred income taxes		7,919			7,907
Other current assets		13,489			14,500
Total current assets		320,473			349,944

Long-term assets:
Property and equipment, less accumulated depreciation		26,320			24,528
Intangible assets, less accumulated amortization		56,573			73,092
Goodwill		46,770			46,770
Other long-term assets		9,424			9,809
Total long-term assets		139,087			154,199
	$	459,560		$	504,143
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	53,116		$	56,688
Accrued warranty		6,214			5,884
Deferred revenue, current		77,705			94,921
Current portion of long-term debt		1,884			1,884
Current portion of convertible subordinated debt		—			22,099
Accrued restructuring charges		1,063			3,795
Accrued compensation		28,207			31,237
Income taxes payable		1,677			2,594
Other accrued liabilities		22,782			23,555
Total current liabilities		192,648			242,657

Long-term liabilities:
Deferred revenue, long-term		29,797			30,724
Deferred income taxes		8,491			8,676
Long-term debt		304,957			305,899
Other long-term liabilities		7,346			7,444
Total long-term liabilities		350,591			352,743

Commitments and contingencies

Stockholders’ deficit:
Common stock, $0.01 par value; 1,000,000 shares authorized; 219,705 and 214,946 shares issued and
outstanding at September 30, 2010 and March 31, 2010, respectively		2,197			2,149
Capital in excess of par value		368,132			361,374
Accumulated deficit		(460,800	)		(461,129	)
Accumulated other comprehensive income		6,792			6,349
Stockholders’ deficit		(83,679	)		(91,257	)
	$	459,560		$	504,143

See accompanying Notes to Condensed Consolidated Financial Statements.

QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

	Six Months Ended
	September 30, 2010			September 30, 2009
Cash flows from operating activities:
Net income	$	329		$	16,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		5,878			6,257
Amortization		17,327			19,513
Service parts lower of cost or market adjustment		7,053			4,391
Gain on debt extinguishment		—			(15,613	)
Deferred income taxes		(171	)		(235	)
Share-based compensation		5,516			4,813
Changes in assets and liabilities:
Accounts receivable		2,559			1,844
Manufacturing inventories, net		(974	)		7,937
Service parts inventories, net		1,033			3,729
Accounts payable		(3,595	)		5,139
Accrued warranty		329			(4,052	)
Deferred revenue		(18,142	)		15,472
Accrued restructuring charges		(2,737	)		683
Accrued compensation		(3,154	)		976
Income taxes payable		(907	)		(2,399	)
Other assets and liabilities		145			(365	)
Net cash provided by operating activities		10,489			64,453

Cash flows from investing activities:
Purchases of property and equipment		(7,677	)		(3,096	)
Decrease in restricted cash		69			74
Return of principal from other investments		95			—
Net cash used in investing activities		(7,513	)		(3,022	)

Cash flows from financing activities:
Borrowings of long-term debt, net		—			120,042
Repayments of long-term debt		(942	)		(60,992	)
Repayments of convertible subordinated debt		(22,099	)		(122,288	)
Payment of taxes due upon vesting of restricted stock		(2,076	)		(928	)
Proceeds from issuance of common stock		3,366			8
Net cash used in financing activities		(21,751	)		(64,158	)

Effect of exchange rate changes on cash and cash equivalents		40			251

Net decrease in cash and cash equivalents		(18,735	)		(2,476	)
Cash and cash equivalents at beginning of period		114,947			85,532
Cash and cash equivalents at end of period	$	96,212		$	83,056

See accompanying Notes to Condensed Consolidated Financial Statements.

QUANTUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1: DESCRIPTION OF BUSINESS

Quantum Corporation (“Quantum”, the “Company”, “us” or “we”) (NYSE: QTM), founded in 1980, is a leading global storage company specializing in backup, recovery and archive solutions. Combining focused expertise, customer-driven innovation and platform independence, we provide a comprehensive, integrated range of disk, tape and software solutions supported by our sales and service organization. We work closely with a broad network of distributors, value-added resellers (“VARs”), original equipment manufacturers (“OEMs”) and other suppliers to meet customers’ evolving data protection needs.

NOTE 2: BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Quantum and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year. The Condensed Consolidated Balance Sheet as of March 31, 2010 has been derived from the audited financial statements at that date. However, it does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying financial statements should be read in conjunction with the audited Consolidated Financial Statements for the fiscal year ended March 31, 2010 included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on June 11, 2010. Restricted cash has been separated from cash and cash equivalents in prior periods to conform to current period presentation in the Condensed Consolidated Balance Sheets. Prior period impacts of foreign exchange rate changes on cash and cash equivalents and changes in restricted cash have been reclassified to conform to current period presentation in the Condensed Consolidated Statements of Cash Flows. These reclassifications had no impact on income from operations, net income or total assets.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES; NEW ACCOUNTING STANDARDS

Except for the revenue recognition policy updates described below, there have been no changes to the significant accounting policies used in the preparation of our Condensed Consolidated Financial Statements. Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended March 31, 2010, as filed with the Securities and Exchange Commission on June 11, 2010.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for multiple deliverable revenue arrangements which changed how the deliverables in an arrangement should be separated and how the consideration should be allocated using the relative selling price method. This guidance requires an entity to allocate revenue in an arrangement using the estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”) and eliminates the use of the residual method except as allowed for in specific software revenue guidance.

Also in October 2009, the FASB issued guidance which amended the scope of software revenue recognition guidance. Tangible products containing software and nonsoftware components that function together to deliver the tangible product’s essential functionality are no longer within the scope of software revenue guidance and are accounted for based on other applicable revenue recognition guidance. In addition, this amendment requires that hardware components of a tangible product containing software be excluded from the software revenue guidance.

We elected to early adopt these standards at the beginning of our first fiscal quarter of 2011 on a prospective basis for applicable transactions originating or materially modified on or after April 1, 2010. The adoption of these standards did not have a material impact on our financial position or results of operations.

Our multiple deliverable arrangements may include any combination of hardware and software products that may be sold with services such as customer field support agreements and installation. The nature and terms of these multiple deliverable arrangements will vary based on customer needs. For arrangements that consist of multiple deliverables, hardware and software products are generally delivered in one reporting period and the services are generally delivered across multiple reporting periods, either according to the terms of the arrangement or upon completion of the service. Our arrangements generally do not include any provisions for cancellation, termination or refunds that would significantly impact revenue recognition.

We evaluate each deliverable in an arrangement to determine whether they represent separate units of accounting using the following criteria: the delivered item has value to the customer on a standalone basis; and if the arrangement includes a general right of return relative to the delivered item, delivery or performance of any undelivered item is considered probable and substantially in the control of the company. We consider a deliverable to have standalone value if the product or service is sold separately or could be sold on a standalone basis. Further, our revenue arrangements typically do not include a general right of return relative to the delivered products. If these criteria are met for each deliverable in the arrangement, consideration is allocated to the separate units of accounting based on each unit’s relative selling price as described below. If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being deferred until the earlier of when such criteria are met, when the last undelivered element is delivered or ratably over the contract term as appropriate.

To properly allocate revenue for these multiple deliverable arrangements we initially allocate the separately stated contract price to the hardware customer field support agreement and then allocate the remaining revenue to each deliverable based on the selling price hierarchy using VSOE, TPE or ESP. We have VSOE for installations and assign ESP for the products. VSOE is determined by the price charged when the service is sold separately and ESP is the price at which we would transact a sale if the product or service were regularly sold on a standalone basis. We determine ESP by considering our discounting and internal pricing practices, external market conditions and competitive positioning for similar offerings.

There have not been any accounting pronouncements issued during the second quarter of fiscal 2011 that we expect will materially impact our results of operations or financial condition. However, the Financial Accounting Standards Board issued several exposure drafts during the first and second quarters of fiscal 2011 that have the potential to impact our results of operations and statements of financial position if finalized. We are evaluating these various proposals for both potential implementation issues and their accounting impact.

NOTE 4: FAIR VALUE

Following is a summary table of assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

	As of September 30, 2010		As of March 31, 2010
Assets:
Money market funds	$	89,840	$	108,485
Deferred compensation investments		1,224		1,154
Liabilities:
Deferred compensation liabilities		1,224		1,154

The above fair values are based on quoted market prices at the respective balance sheet dates. Following are the fair values of assets and liabilities measured and recorded at fair value on a recurring basis by input level as of September 30, 2010 (in thousands):

	Fair Value Measurements Using Input Levels:
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	—	$	89,840	$	—	$	89,840
Deferred compensation investments		—		1,224		—		1,224
Liabilities:
Deferred compensation liabilities		—		1,224		—		1,224

We have certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment and they are recorded at fair value only when an impairment is recognized. These assets include property and equipment, intangible assets and goodwill. We did not have any non-financial assets that were required to be measured at fair value in the second quarter or first six months of fiscal 2011 or 2010. We do not have any non-financial liabilities measured and recorded at fair value.

We have financial liabilities for which we are obligated to repay the carrying value, unless the holder agrees to a lesser amount. The carrying value and fair value of these financial liabilities at September 30, 2010 and March 31, 2010 were as follows (in thousands):

	As of September 30, 2010				As of March 31, 2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Suisse term loan(1)	$	185,124	$	180,033	$	186,066	$	175,832
EMC term loans(2)		121,717		138,392		121,717		138,301
Convertible subordinated notes(3)		—		—		22,099		21,547


(1)		Fair value based on non-binding broker quotes using current market information.
(2)		Fair value based on publicly traded debt with comparable terms.
(3)		Fair value based on quoted market prices.

NOTE 5: MANUFACTURING INVENTORIES AND SERVICE PARTS INVENTORIES

Manufacturing and service parts inventories, net consisted of the following (in thousands):

	September 30, 2010		March 31, 2010
Manufacturing inventories, net:
Finished goods	$	23,123	$	24,040
Work in process		3,663		3,869
Materials and purchased parts		24,923		26,171
	$	51,709	$	54,080

Service parts inventories, net:
Finished goods	$	27,512	$	30,073
Component parts		20,964		23,144
	$	48,476	$	53,217

NOTE 6: GOODWILL AND INTANGIBLE ASSETS

We evaluate goodwill for impairment annually during the fourth quarter of our fiscal year, or more frequently when indicators of impairment are present. Intangible assets are evaluated for impairment whenever indicators of impairment are present. During the second quarter of fiscal 2011 and 2010, we considered whether there were any indicators of impairment for both our goodwill and our long-lived assets, including amortizable intangible assets, and determined there were none.

The following provides a summary of the carrying value of amortizable intangible assets (in thousands):

	As of September 30, 2010							As of March 31, 2010
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Purchased technology	$	188,167	$	(171,201	)	$	16,966	$	188,167	$	(161,488	)	$	26,679
Trademarks		27,260		(25,911	)		1,349		27,260		(25,506	)		1,754
Non-compete agreements		500		(418	)		82		500		(368	)		132
Customer lists		106,419		(68,243	)		38,176		106,419		(61,892	)		44,527
	$	322,346	$	(265,773	)	$	56,573	$	322,346	$	(249,254	)	$	73,092

Total intangible amortization expense was $7.5 million and $16.5 million for the three and six months ended September 30, 2010, respectively, as compared to $9.0 million and $18.0 million for the three and six months ended September 30, 2009, respectively.

NOTE 7: ACCRUED WARRANTY

The quarterly and year-to-date changes in the accrued warranty balance were (in thousands):

	Three Months Ended						Six Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
Beginning balance	$	5,815		$	10,608		$	5,884		$	11,152
Additional warranties issued		2,583			2,560			5,205			4,238
Adjustments for warranties issued in prior fiscal
years		735			(3,188	)		1,126			(2,273	)
Settlements		(2,919	)		(2,880	)		(6,001	)		(6,017	)
Ending balance	$	6,214		$	7,100		$	6,214		$	7,100

We generally warrant our products against defects for 12 to 36 months. A provision for estimated future costs and estimated returns for credit relating to warranty is recorded when products are shipped and revenue recognized. Our estimate of future costs to satisfy warranty obligations is primarily based on historical trends and, if believed to be significantly different from historical trends, estimates of future failure rates and future costs of repair. Future costs of repair includes materials consumed in the repair, labor and overhead amounts necessary to perform the repair. If future actual failure rates differ from our estimates, we record the impact in subsequent periods. If future actual costs of repair were to differ significantly from our estimates, we would record the impact of these unforeseen cost differences in subsequent periods.

NOTE 8: CONVERTIBLE SUBORDINATED DEBT AND LONG-TERM DEBT

Debt balances consist of the following (in thousands):

	September 30, 2010		March 31, 2010
Convertible subordinated debt	$	—	$	22,099
Credit Suisse term loan		185,124		186,066
EMC term loans		121,717		121,717
	$	306,841	$	329,882

On July 30, 2010, we paid $22.1 million plus $0.5 million in accrued and unpaid interest to redeem the outstanding convertible subordinated notes (“the notes”) in accordance with the contractual terms at maturity. The notes matured August 1, 2010. We funded this payment with cash on hand.

During the second quarter of fiscal 2010, we refinanced $50.7 million aggregate principal amount of our convertible subordinated debt at $950 per $1,000 through a private transaction. In connection with this transaction, we recorded a gain on debt extinguishment, net of costs, of $1.6 million comprised of the gross gain of $2.5 million from the notes purchased, reduced by $0.7 million in expenses and $0.2 million of unamortized debt costs related to the purchased notes. During the first six months of fiscal 2010, we refinanced $137.9 million aggregate principal amount of our convertible subordinated debt, consisting of the $50.7 million noted above in the private transaction and $87.2 million through a tender offer. In connection with these transactions, we recorded a gain on debt extinguishment, net of costs, of $12.9 million comprised of the gross gain of $15.6 million, reduced by $2.1 million in expenses and $0.6 million of unamortized debt costs related to the refinanced notes.

NOTE 9: RESTRUCTURING CHARGES

In fiscal 2010 and continuing into the first quarter of fiscal 2011, restructuring actions that consolidated operations supporting the business were undertaken to improve operational efficiencies and to adapt our operations in recognition of economic conditions. The types of restructuring expense for the three and six months ended September 30, 2010 and 2009 were (in thousands):

	Three Months Ended						Six Months Ended
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
By expense (benefit) type
Severance and benefits	$	(6	)	$	(169	)	$	549		$	158
Facilities		100			1,865			(538	)		4,847
Other		—			—			—			(199	)
Total	$	94		$	1,696		$	11		$	4,806

Fiscal 2011

During the second quarter of fiscal 2011, facilities restructuring expense was primarily due to negotiating a lease modification for a U.S. location. For the six months ended September 30, 2010, severance and benefits expense from additional positions eliminated was offset by facility reversals. The facility reversals were primarily due to negotiating settlements for lease liabilities on two vacated facilities in the U.S. for amounts lower than the outstanding lease contracts.

Fiscal 2010

We accrued $1.9 million for the remaining contractual lease payments for two facilities in Colorado and one facility in India that were vacated during the second quarter of fiscal 2010. Partially offsetting this restructuring expense was a $0.2 million reversal of severance and benefits charges due to new information related to on-going settlement negotiations with local authorities in Europe.

For the six months ended September 30, 2009, restructuring charges were primarily due to $4.8 million in remaining contractual lease payments for the three facilities vacated during the second quarter of fiscal 2010 and a California facility vacated during the first quarter of fiscal 2010. Severance and benefits restructuring charges for the six months ended September 30, 2009 were due to eliminating additional positions in the U.S. and changes in our estimates in Europe as we received new information related to on-going settlement negotiations with various local authorities. The other restructuring benefit for the six months ended September 30, 2009 was due to negotiating a $0.2 million reduction in our liability with a vendor related to a research and development program cancelled in a prior year.

Accrued Restructuring

The following tables show the activity and the estimated timing of future payouts for accrued restructuring (in thousands):

	For the three months ended September 30, 2010
	Severance
	and Benefits			Facilities			Total
Balance as of June 30, 2010	$	499		$	1,947		$	2,446
Restructuring charges		—			260			260
Reversals		(6	)		(160	)		(166	)
Cash payments		(493	)		(984	)		(1,477	)
Balance as of September 30, 2010	$	—		$	1,063		$	1,063

	For the six months ended September 30, 2010
	Severance
	and Benefits			Facilities			Total
Balance as of March 31, 2010	$	494		$	3,301		$	3,795
Restructuring charges		555			307			862
Reversals		(6	)		(845	)		(851	)
Cash payments		(1,043	)		(1,700	)		(2,743	)
Balance as of September 30, 2010	$	—		$	1,063		$	1,063

	Severance and
	Benefits			Facilities			Total
Estimated timing of future payouts:
Fiscal 2011	$	—		$	202		$	202
Fiscal 2012 to 2016		—			861			861
	$	—		$	1,063		$	1,063

NOTE 10: STOCK INCENTIVE PLANS AND SHARE-BASED COMPENSATION

Overview

Our stock incentive plans (“Plans”) are broad-based, long-term retention programs that are intended to attract and retain talented employees and align stockholder and employee interests. The Plans provide for the issuance of stock options, stock appreciation rights, stock purchase rights and long-term performance awards to our employees, officers and affiliates. The Plans have 110.6 million shares of stock authorized of which 12.4 million shares of stock were available for grant as of September 30, 2010.

We also have an employee stock purchase plan (“Purchase Plan”) that allows for the purchase of stock at 85% of fair market value at the date of grant or the exercise date, whichever value is less. There were 7.6 million shares available for issuance as of September 30, 2010.

The Black-Scholes option pricing model is used to estimate the fair value of options granted under our Plans and rights to acquire stock granted under our Purchase Plan.

Share-Based Compensation

The following table summarizes share-based compensation (in thousands):

	Three Months Ended				Six Months Ended
	September 30,		September 30,		September 30,		September 30,
	2010		2009		2010		2009
Share-based compensation:
Cost of revenue	$	444	$	319	$	904	$	619
Research and development		581		582		1,330		1,220
Sales and marketing		720		760		1,605		1,218
General and administrative		729		1,014		1,677		1,756
	$	2,474	$	2,675	$	5,516	$	4,813
Share-based compensation by type of award:
Stock options	$	931	$	1,107	$	2,035	$	1,510
Restricted stock		1,240		1,568		2,701		3,303
Stock purchase plan		303		—		780		—
	$	2,474	$	2,675	$	5,516	$	4,813

Stock Options

No stock options were granted in the second quarter of fiscal 2011. The weighted-average grant date fair values of employee stock option grants, as well as the weighted-average assumptions used in calculating these values for the second quarter and first six months of fiscal 2011 and 2010 were based on estimates at the date of grant as follows:

	Three Months Ended			Six Months Ended
	September 30,	September 30,		September 30,		September 30,
	2010	2009		2010		2009
Option life (in years)	n/a		3.9		4.2		3.9
Risk-free interest rate	n/a		2.07%		2.02%		2.06%
Stock price volatility	n/a		107.64%		106.75%		107.62%
Dividend yield	—		—		—		—
Weighted-average grant date fair value	n/a	$	0.72	$	1.96	$	0.72

Restricted Stock

The fair value of the restricted stock awards granted is the intrinsic value as of the respective grant date since the restricted stock awards are granted at no cost to the employees. The weighted-average grant date fair values of restricted stock awards granted during the second quarter and first six months of fiscal 2011 were $1.82 and $1.93, respectively. The weighted-average grant date fair values of restricted stock awards granted during the second quarter and first six months of fiscal 2010 were $0.98 and $1.06, respectively.

Stock Purchase Plan

Under the Purchase Plan, rights to purchase shares are typically granted during the second and fourth quarter of each fiscal year. The value of rights to purchase shares granted in the second quarter and first six months of fiscal 2011, respectively, was estimated at the date of the grant. No rights to purchase shares were granted during the second quarter or first six months of fiscal 2010. The weighted-average grant date fair values and the assumptions used in calculating fair values for the three and six month periods ended September 30, 2010 and 2009 are as follows:

	Three Months Ended			Six Months Ended
	September 30,		September 30,	September 30,		September 30,
	2010		2009	2010		2009
Option life (in years)		0.5	n/a		0.5	n/a
Risk-free interest rate		0.20%	n/a		0.20%	n/a
Stock price volatility		66.91%	n/a		66.91%	n/a
Dividend yield		—	—		—	—
Weighted-average grant date fair value	$	0.48	n/a	$	0.48	n/a

Stock Activity

Stock Options

A summary of activity relating to our stock options follows (options and aggregate intrinsic value in thousands):

					Weighted-
			Weighted-		Average
			Average		Remaining	Aggregate
	Options		Exercise Price		Contractual Term	Intrinsic Value
Outstanding as of March 31, 2010	31,329		$	2.40
Granted	204			2.66
Exercised	(1,017	)		1.41
Forfeited	(1,375	)		2.34
Expired	(986	)		4.13
Outstanding as of September 30, 2010	28,155		$	2.38	3.64	$	11,553
Vested and expected to vest at September 30, 2010	27,557		$	2.41	3.60	$	10,934
Exercisable as of September 30, 2010	21,498		$	2.76	3.01	$	4,650

Restricted Stock

A summary of activity relating to our restricted stock follows (shares in thousands):

			Weighted-Average
			Grant Date
	Shares		Fair Value
Nonvested at March 31, 2010	5,135		$	1.64
Granted	5,014			1.93
Vested	(3,258	)		1.54
Forfeited	(430	)		1.19
Nonvested at September 30, 2010	6,461		$	1.95

NOTE 11: INCOME TAXES

Income tax provision for the second quarter of fiscal 2011 was $0.4 million while the second quarter of fiscal 2010 had an income tax benefit of $0.5 million. Income tax provisions for the first six months of fiscal 2011 and fiscal 2010 were $0.8 million and $0.3 million, respectively. Income tax provisions for the second quarter and first six months of fiscal 2011 and the first six months of fiscal 2010 were primarily comprised of expenses for foreign income taxes and state taxes. The income tax benefit for the second quarter of fiscal 2010 was primarily due to lower foreign income taxes and U.S. tax refunds from amended filings.

NOTE 12: NET INCOME PER SHARE

Equity Instruments Outstanding

We have granted stock options and restricted stock units under our Plans that, upon exercise and vesting, respectively, would increase shares outstanding. We issued a warrant to purchase 10 million shares of our common stock that, in the event of a change of control of Quantum, vests and would become exercisable. Upon exercise, warrants would increase shares outstanding. At September 30, 2009, we had outstanding 4.375% convertible subordinated notes which were convertible at the option of the holders at any time prior to maturity into shares of Quantum common stock at a conversion price of $4.35 per share.

Net Income per Share

The following is our computation of basic and diluted net income per share (in thousands, except per-share data):

	Three Months Ended					Six Months Ended
	September 30,		September 30,			September 30,		September 30,
	2010		2009			2010		2009
Net income	$	3,025	$	11,355		$	329	$	16,363
Interest on dilutive notes		—		6			—		1,249
Gain on debt extinguishment, net of costs		—		(1,569	)		—		(12,859	)
Net income for purposes of computing net income
per diluted share	$	3,025	$	9,792		$	329	$	4,753
Weighted average shares and common share equivalents (“CSE”):
Basic		218,856		212,475			217,167		211,372
Dilutive CSE from stock plans		3,143		1,193			7,100		1,290
Dilutive CSE from convertible notes		—		126			—		13,090
Diluted		221,999		213,794			224,267		225,752
Basic net income per share	$	0.01	$	0.06		$	0.00	$	0.08
Diluted net income per share	$	0.01	$	0.04		$	0.00	$	0.02

The computations of diluted net income per share for the periods presented exclude the following because the effect would have been anti-dilutive:

For the second quarter and first six months of fiscal 2011, options to purchase 18.5 million and 16.7 million weighted average shares were excluded. For the second quarter and first six months of fiscal 2010, options to purchase 32.9 million and 28.8 million weighted shares were excluded.
Unvested restricted stock units for 5.0 million and 1.0 million weighted average shares for the second quarter and first six months of fiscal 2011, respectively, were excluded. Unvested restricted stock units for 1.0 million and 1.6 million weighted average shares for the second quarter and first six months of fiscal 2010, respectively, were excluded.
For the second quarter and first six months of fiscal 2010, 5.1 million weighted equivalent shares of the 4.375% convertible subordinated notes were excluded.

NOTE 13: COMPREHENSIVE INCOME

Total comprehensive income, net of tax, if any, for the three and six months ended September 30, 2010 and 2009 was (in thousands):

	Three Months Ended						Six Months Ended
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
Net income	$	3,025		$	11,355		$	329		$	16,363
Net unrealized losses on revaluation of long-term
intercompany balance		(231	)		(139	)		(16	)		(210	)
Foreign currency translation adjustment		1,076			488			459			1,363
Total comprehensive income	$	3,870		$	11,704		$	772		$	17,516

NOTE 14: SUBSEQUENT EVENTS

On October 26, 2010 we entered into a second amendment to the senior secured credit agreement with Credit Suisse (“the second amendment”) which, among other changes, provides us with additional flexibility to issue equity securities or certain subordinated debt securities in order to refinance our outstanding senior subordinated indebtedness under the credit agreement with EMC International Company.

On October 29, 2010, separate from the second amendment, we made a $20.0 million principal prepayment on the term loan under the Credit Suisse credit agreement, bringing our outstanding balance to $165.1 million.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENT

This report 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 in this report usually contain the words “will,” “estimate,” “anticipate,” “expect,” “believe,” “project” or similar expressions and variations or negatives of these words. All such forward-looking statements including, but not limited to, (1) our goals for future operating performance, including our expectations regarding our revenue, gross margin, operating expense and diluted earnings per share performance for the third quarter of fiscal 2011 and for the full fiscal year; (2) our expectations relating to growing our disk systems and software solutions and tape automation systems revenue; (3) our research and development plans and focuses; (4) our expectation that we will continue to derive a substantial majority of our revenue from products based on tape technology; (5) our belief that our existing cash and capital resources will be sufficient to meet all currently planned expenditures, debt repayments and sustain our operations for at least the next 12 months; (6) our expectations regarding our ongoing efforts to control our cost structure; (7) our expectations about the timing and maximum amounts of our future contractual payment obligations; (8) our belief that our ultimate liability in any infringement claims made by any third parties against us will not be material to us; and (9) our business goals, objectives, key focuses, opportunities and prospects which are inherently uncertain as they are based on management’s expectations and assumptions concerning future events, and they are subject to numerous known and unknown risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, about which we speak only as of the date hereof. As a result, our actual results may differ materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially from those described herein include, but are not limited to: (1) the amount of orders received in future periods; (2) our ability to timely ship our products; (3) uncertainty regarding information technology spending and the corresponding uncertainty in the demand for our products and services; (4) our ability to maintain supplier relationships; (5) the successful execution of our strategy to expand our business in new directions; (6) our ability to successfully introduce new products; (7) our ability to capitalize on changes in market demand; (8) our ability to achieve anticipated gross margin levels; (9) the availability of credit on terms that are acceptable to us; and (10) those factors discussed under “Risk Factors” in Part II, Item 1A. Our forward-looking statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement.

OVERVIEW

Quantum Corporation (“Quantum”, the “Company”, “us” or “we”), founded in 1980, is a leading global storage company specializing in backup, recovery and archive solutions. Combining focused expertise, customer-driven innovation and platform independence, we provide a comprehensive, integrated range of disk, tape and software solutions supported by our sales and service organization. We work closely with a broad network of value-added resellers (“VARs”), original equipment manufacturers (“OEMs”) and other suppliers to meet customers’ evolving data protection needs. Our stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “QTM.”

We offer a comprehensive range of solutions in the data storage market providing performance and value to organizations of all sizes. We believe our combination of expertise, innovation and platform independence allows us to solve customers’ data protection and retention issues more easily, effectively and securely. In addition, we have the global scale and scope to support our worldwide customer base. As a pioneer in disk-based data protection, we have a broad portfolio of disk system solutions featuring deduplication and replication technology. We have products spanning from entry-level autoloaders to enterprise libraries, and are a major supplier of tape drives and media. Our data management software provides technology for shared workflow applications and multi-tiered archiving in high-performance, large-scale storage environments. We offer a full range of service with support available in more than 100 countries.

We earn our revenue from the sale of products, systems and services through our sales force and an array of channel partners to reach end user customers, which range in size from small businesses and satellite offices to government agencies and large, multinational corporations. Our products are sold under both the Quantum brand name and the names of various OEM customers. We face a variety of challenges and opportunities in responding to the competitive dynamics of the technology market which is characterized by rapid change, evolving customer demands and strong competition, including competition with several companies who are also significant customers.

At the beginning of fiscal 2011, we outlined our goals for the year and believe that we are positioned for stronger performance in fiscal 2011 through revenue growth from newer products as well as increasing our engagement with channel partners. We believe our product portfolio provides us with a competitive advantage and establishes the foundation for building revenue momentum. Capitalizing on this opportunity by growing revenue and continuing to improve our competitive position is our priority in fiscal 2011. Specifically, for fiscal 2011 our goals are:

To increase revenue from disk systems and software solutions;
To gain share in the open systems tape automation market; and
To deliver new technology in order to extend our ability to grow.

In order to achieve our goals, we are focused on three primary objectives. These objectives are to continue to extend and improve our product portfolio by delivering new products, to expand our position with the VAR channel and to further invest in our technology platform.

Our results for the second quarter of fiscal 2011 improved over the first quarter of fiscal 2011 in virtually all financial metrics that we emphasize, including total revenue, gross margin rate, income from operations, net income and net cash provided by operating activities. We also had a sequential increase in revenue from branded disk systems and software solutions as well as tape automation systems revenue. During the second quarter of fiscal 2011, we began shipping two new products described in more detail below. As a result of these and other new product introductions, we have refreshed and expanded our DXi family of products to offer customers our latest software running on our latest high performance hardware. We extended our position with the VAR channel due, in part, to availability of these new products and due to our sales and marketing efforts. We also continued to invest in research and development resources for our technology platform during the second quarter of fiscal 2011.

We increased revenue from disk systems and software solutions during the quarter, with a 7% increase compared to the second quarter of fiscal 2010. In addition, revenue from branded disk systems and software solutions increased 21% sequentially and we achieved a record level of both branded disk systems revenue and branded software solutions revenue. However, overall disk systems and software solutions revenue in the second quarter of fiscal 2011 decreased 14% compared to the first quarter of fiscal 2011 from the anticipated decrease in OEM deduplication software revenue due to the terms of our OEM agreement with EMC.

With regard to our goal to gain share in the open systems tape automation market, our efforts in the second quarter of fiscal 2011 enabled us to continue to acquire new enterprise tape customers at an accelerated rate from the prior quarter as well as acquire new customers for our midrange branded tape automation products. We had an 11% sequential increase in tape automation systems revenue from the combination of new and repeat end user customer purchases.

In August 2010, we announced a new deduplication and replication appliance, the DXi6700, that leverages a virtual tape library, or VTL, interface and is designed to offer midrange and enterprise customers a combination of high performance, simplicity and value for Fibre Channel storage area network environments. The DXi6700 includes a bundle of licensed software features including deduplication, replication and direct tape creation. This bundling approach is intended to provide customers a low cost, easy to implement deduplication solution that works effectively with all leading backup applications to provide both multi-site and multi-tier data protection. In September 2010, we announced availability of Quantum RDX, a removable disk-based data protection system designed for small to medium-sized businesses to cost effectively meet data backup, disaster recovery and archiving requirements. In addition, in October 2010, we introduced a new high-performance backup and deduplication system, the DXi8500, which offers the power and flexibility to anchor a multi-tier, enterprise-wide disaster recovery and data retention strategy. The DXi8500 is designed to deliver the highest single unit VTL performance in its class to accommodate shrinking backup and recovery windows more effectively than competitor offerings. We expect to begin shipping the DXi8500 in the next several weeks.

During the second quarter of fiscal 2011, increased traction from our sales and marketing efforts enabled us to emphasize Quantum products and solutions in the VAR channel to both existing and new channel partners. These marketing efforts have provided our partners with increased opportunities. In addition, we believe we have continued to strengthen our competitive position and build greater market momentum during the second quarter of fiscal 2011. We continue to work with our channel partners to take advantage of opportunities to reach end customers that have historically chosen competitor products, but due to consolidation in the market and resulting actions by competitors, we expect are more likely to select our products and solutions.

We have noted we are exposed to variability in our quarterly revenue as a result of large orders, and we are working to reduce this variability by increasing the velocity of our midrange DXi product sales. Although we had a slower than expected ramp of sales for midrange products in the channel, we continue to focus on building revenue momentum through partnering with the VAR channel, increased sales and marketing efforts and an expanded midrange product line with products like the DXi6700. Our efforts to increase revenue momentum also include gaining greater uniformity across geographies, sales territories and with our channel partners. We view our second quarter of fiscal 2011 performance as the foundation from which we can achieve further improvements.

Results

Total revenue for the second quarter of fiscal 2011 decreased $7.2 million to $167.7 million from $174.9 million in the second quarter of fiscal 2010, primarily reflecting the expected decline in revenue from OEM customers, with the largest revenue decreases from devices, OEM deduplication software and service. Partially offsetting these decreases, we had a 31% increase in branded disk systems and software solutions revenue in the second quarter of fiscal 2011 compared to the prior year period primarily due to increased StorNext software sales and sales of our midrange DXi-series disk products. Disk systems and software solutions increased to 16% of total revenue and to 24% of product revenue in the second quarter of fiscal 2011, up from 14% of total revenue and 21% of product revenue in the second quarter of fiscal 2010. For the second quarter of fiscal 2011, 80% of non-royalty revenue was branded, compared to 73% for the second quarter of fiscal 2010.

Gross margin decreased 120 basis points and product gross margin decreased 320 basis points compared to the second quarter of fiscal 2010 largely due to decreased revenue and the resulting shift in our revenue mix from the expected decrease in OEM deduplication software revenue as well as higher costs from a reduction in warranty benefits. Warranty benefits in the prior year period were attributable to significantly decreasing overall service and repair costs, a declining number of in-warranty units repaired and numerous products reaching the end of their warranty coverage. Service gross margin increased 180 basis points in the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010 due to expense reductions in our service delivery model and the changed mix of services for branded products under contract and OEM repairs.

Operating expenses increased 1% to $62.3 million for the second quarter of fiscal 2011 from $61.7 million in the prior year primarily from increased sales and marketing expenses and investments in research and development, mostly offset by decreased restructuring expenses. Sales and marketing expenses increased due to expanding our sales force to increase branded product sales as well as increased advertising and marketing expenses related to channel engagement and our go-to-market efforts for new products. Research and development expense increased due to increased salaries and benefits from investing in our disk systems and software development teams to extend and improve our product portfolio.

Operating profit decreased $5.8 million to $9.1 million, resulting in a 5.4% operating margin for the second quarter of fiscal 2011 compared to an 8.5% operating margin for the second quarter of fiscal 2010. Interest expense decreased $0.9 million primarily due to prior year expense for an interest rate collar. We had net income of $3.0 million for the second quarter of fiscal 2011 compared to $11.4 million for the second quarter of fiscal 2010. Both operating margin and net income were largely impacted by the same factors that decreased gross margin compared to the prior year period. In addition, we generated $26.2 million of cash from operations in the second quarter of fiscal 2011. We ended the September 30, 2010 quarter with $98.0 million in cash, cash equivalents and restricted cash.

For the third quarter of fiscal 2011, we anticipate total revenue between $185 million and $200 million, a slightly higher gross margin rate than the second quarter of fiscal 2011, operating expenses of $64 million to $68 million, similar interest expense and tax expense as the second quarter of fiscal 2011 and diluted net income per share of $0.04 to $0.06. We are reconfirming our total revenue forecast for fiscal 2011, anticipating between $700 million and $750 million in total revenue. In addition, we continue to anticipate a modest increase in gross margin rates and decreased operating expenses for fiscal 2011 compared to fiscal 2010.

RESULTS OF OPERATIONS

Revenue

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Product revenue	$	112,329	67.0	%	$	118,327	67.6	%	$	(5,998	)	(5.1	)%
Service revenue		37,728	22.5	%		39,757	22.8	%		(2,029	)	(5.1	)%
Royalty revenue		17,665	10.5	%		16,842	9.6	%		823		4.9	%
Total revenue	$	167,722	100.0	%	$	174,926	100.0	%	$	(7,204	)	(4.1	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Product revenue	$	220,783	66.7	%	$	223,551	66.7	%	$	(2,768	)	(1.2	)%
Service revenue		76,365	23.1	%		78,659	23.4	%		(2,294	)	(2.9	)%
Royalty revenue		33,799	10.2	%		33,056	9.9	%		743		2.2	%
Total revenue	$	330,947	100.0	%	$	335,266	100.0	%	$	(4,319	)	(1.3	)%

Total revenue decreased in the second quarter and first six months of fiscal 2011 reflecting the expected declines in OEM revenue. In addition, revenue decreases for the first half of fiscal 2011 were impacted by canceled or delayed sales across all of our product lines from economic uncertainty in Europe. For the third quarter of fiscal 2011, we believe the underlying market demand exists to support increased revenue results; however, we continue to face risk associated with economic uncertainty that could result in end user customers delaying purchase decisions and downsizing configurations. As noted earlier, we are working to increase revenue momentum with our channel partners. We anticipate increased total revenue for the third quarter of fiscal 2011 compared to the second quarter of fiscal 2011 and project revenue growth for our branded products, primarily from disk systems and software solutions as well as tape automation systems.

Product Revenue

Our product revenue, which includes sales of our hardware and software products sold through both our Quantum branded and OEM channels, decreased $6.0 million and $2.8 million for the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010, respectively, primarily due to anticipated decreases in OEM sales, specifically revenue from devices and media as well as OEM deduplication software revenue. Revenue from sales of branded products increased 6% for both the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010.

	Three Months Ended
	September 30,		% of		September 30,		% of					%
(In thousands)	2010		revenue		2009		revenue		Change			Change
Disk systems and software solutions	$	26,963	16.1	%	$	25,160	14.4	%	$	1,803		7.2	%
Tape automation systems		62,862	37.5	%		65,509	37.4	%		(2,647	)	(4.0	)%
Devices and media		22,504	13.4	%		27,658	15.8	%		(5,154	)	(18.6	)%
Product revenue	$	112,329	67.0	%	$	118,327	67.6	%	$	(5,998	)	(5.1	)%

	Six Months Ended
	September 30,		% of		September 30,		% of					%
	2010		revenue		2009		revenue		Change			Change
Disk systems and software solutions	$	58,220	17.6	%	$	42,000	12.5	%	$	16,220		38.6	%
Tape automation systems		119,548	36.1	%		126,653	37.8	%		(7,105	)	(5.6	)%
Devices and media		43,015	13.0	%		54,898	16.4	%		(11,883	)	(21.6	)%
Product revenue	$	220,783	66.7	%	$	223,551	66.7	%	$	(2,768	)	(1.2	)%

As noted earlier, a primary goal for fiscal 2011 is to grow revenue from disk systems and software solutions. For the second quarter of fiscal 2011, disk systems and software solutions revenue increased 7% compared to the second quarter of fiscal 2010 primarily due to increased sales of StorNext software, which grew by more than 50% from the prior year, and increased revenue from the DXi6500-Series and the recently introduced DXi6700-Series disk appliance families. Midrange disk systems revenue more than tripled from the second quarter of fiscal 2010. Largely offsetting these increases was the expected decrease in OEM deduplication software revenue. For the first six months of fiscal 2011, our efforts to increase disk systems and software solutions revenue, combined with OEM deduplication software revenue recognized in accordance with contractual requirements in the first quarter of fiscal 2011, produced a 39% increase compared to the first six months of fiscal 2010. Disk systems and software solutions revenue increases for the first six months of fiscal 2011 were primarily from increased sales of branded disk systems, for both midrange and enterprise disk systems, as well as increased StorNext software sales. As a result of these revenue increases, disk systems and software solutions comprised a greater proportion of both product revenue and total revenue in the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010. As noted above, we expect revenue from our disk systems and software solutions to be a significant driver of growth for the remainder of fiscal 2011.

Tape automation systems revenue decreased 4% and 6% from the second quarter and first six months of fiscal 2010, respectively, primarily due to decreased branded enterprise tape automation systems sales in North America. We had anticipated higher tape automation system revenue in both North America and EMEA for the second quarter and first six months of fiscal 2011. This decrease was tempered by increased branded tape automation systems revenue in Asia in the second quarter and first six months of fiscal 2011 compared to the respective prior year periods. In addition, sales of our newer Scalar i40 and i80 products more than replaced the revenue declines from our legacy entry-level tape automation systems. As a result, overall entry-level tape automation systems revenue increased by 28% and 35% compared to the second quarter and first six months of fiscal 2010, respectively. Enterprise and midrange tape automation systems revenue from OEM customers decreased as anticipated in the second quarter and first six months of fiscal 2011 compared to the prior year periods.

Product revenue from devices, which includes tape drives and removable hard drives, and non-royalty media sales declined 19% and 22% from the second quarter and first six months of fiscal 2010, respectively, primarily due to anticipated decreases in sales of older OEM technology devices that reached, or are nearing, end of life as well as projected declines in media revenue. Consistent with our expectations, revenue from OEM devices has become an insignificant part of our overall revenue mix. We continue to be strategic with media sales and have not pursued opportunities that do not provide sufficient margins.

Service Revenue

Service revenue includes revenue from sales of hardware service contracts, product repair, installation and professional services. Hardware service contracts are typically purchased by our customers to extend their warranties or to provide faster service response times, or both. Service revenue decreases of 5% and 3% for the second quarter and first six months of fiscal 2011, respectively, compared to the second quarter and first six months of fiscal 2010, were primarily due to decreased OEM product repair services and to a lesser extent reduced hardware service contract revenues from our OEM customers. Service revenue from our branded products was approximately the same as the second quarter of fiscal 2010, and service revenue from our branded products increased 2% for the first six months of fiscal 2011 compared to the first six months of fiscal 2010.

Royalty Revenue

Tape media royalties were slightly higher in the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010, respectively, primarily due to increased media unit sales by media licensees. Royalties from LTO media, primarily LTO-5 media formats, increased more than decreases from maturing DLT media in the three and six months ended September 30, 2010, compared to the prior year periods.

Gross Margin

	Three Months Ended
(In thousands)	September 30, 2010		Gross margin %		September 30, 2009		Gross margin %		Change			% Change
Product gross margin	$	39,262	35.0	%	$	45,250	38.2	%	$	(5,988	)	(13.2	)%
Service gross margin		14,469	38.4	%		14,537	36.6	%		(68	)	(0.5	)%
Royalty gross margin		17,665	100.0	%		16,842	100.0	%		823		4.9	%
Gross margin	$	71,396	42.6	%	$	76,629	43.8	%	$	(5,233	)	(6.8	)%

	Six Months Ended
	September 30, 2010		Gross margin %		September 30, 2009		Gross margin %		Change			% Change
Product gross margin	$	77,081	34.9	%	$	78,388	35.1	%	$	(1,307	)	(1.7	)%
Service gross margin		27,970	36.6	%		26,828	34.1	%		1,142		4.3	%
Royalty gross margin		33,799	100.0	%		33,056	100.0	%		743		2.2	%
Gross margin	$	138,850	42.0	%	$	138,272	41.2	%	$	578		0.4	%

The 120 basis point decrease in gross margin percentage for the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010 was largely due to decreased revenue and the resulting change in our revenue mix. OEM deduplication software revenue provides one of our highest product margins and we had a significant decrease in OEM deduplication software revenue in the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010. In addition, we had a reduction in warranty benefits in the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010. Warranty benefits in the prior year period were attributable to significantly decreasing overall service and repair costs, a declining number of in-warranty units repaired and numerous products reaching the end of their warranty coverage. Partially offsetting these decreases was an increased percentage of products sold through our branded channels compared to the second quarter of fiscal 2010. Branded sales comprised 80% of non-royalty revenue for the second quarter of fiscal 2011 compared to 73% for the second quarter of fiscal 2010. Sales of branded products typically generate higher gross margins than sales to our OEM customers; however, as noted above, OEM deduplication software revenue provides one of our highest product margins.

The gross margin rate decrease in the second quarter of fiscal 2011 was more than offset by gross margin rate increases in the first quarter of fiscal 2011, resulting in an 80 basis point increase in gross margin rate for the first six months of fiscal 2011 compared to the first six months of fiscal 2010. This increase in gross margin percentage was primarily due to changes in our revenue mix, partially offset by the reduction in warranty benefits for the first half of fiscal 2011 compared to the first half of fiscal 2010. We have emphasized sales growth of our disk systems and software solutions which increased to 18% of revenue in the first six months of fiscal 2011 compared to 13% of revenue in the prior year period.

We expect slightly higher gross margin rates in the third quarter of fiscal 2011 compared to the second quarter of fiscal 2011 and a modest increase in gross margin rates for the full fiscal year compared to fiscal 2010.

Product Margin

Our product gross margin dollars decreased $6.0 million and $1.3 million in the second quarter and first six months of fiscal 2011, respectively, and product gross margin rate decreased 320 basis points and 20 basis points in the second quarter and first six months of fiscal 2011, respectively, compared to the second quarter and first six months of fiscal 2010. These decreases were largely due to decreased product revenue and the resulting change in our product revenue mix. As noted above, the decreased gross margin rates were impacted by the decrease in OEM deduplication software revenue and lower warranty benefits in the second quarter of fiscal 2011 than the second quarter of fiscal 2010.

Service Margin

Service gross margin dollars were relatively unchanged in the second quarter of fiscal 2011 and increased $1.1 million in the first six months of fiscal 2011 compared to the prior year periods. Our service gross margin percentage increased 180 basis points and 250 basis points in the second quarter and first six months of fiscal 2011, respectively, as compared to the second quarter and first six months of fiscal 2010, primarily due to expense reductions in our service delivery model and the changed mix of services for branded products under contract and OEM repairs. We have reduced expense in our service delivery model by repairing certain product lines in our facilities at a lower cost than we incurred with external service providers.

Research and Development Expenses

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change		% Change
Research and development	$	18,128	10.8	%	$	16,907	9.7	%	$	1,221	7.2	%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change		% Change
Research and development	$	36,250	11.0	%	$	33,439	10.0	%	$	2,811	8.4	%

The increase in research and development expenses compared to the second quarter and first six months of fiscal 2010 was primarily due to a $0.8 million and $2.3 million increase, respectively, in salaries and benefits from investment in our disk systems and software development teams for new product development efforts. In addition, we have utilized external service providers more in our development efforts resulting in a $0.6 million increase in external service costs in the first six months of fiscal 2011 compared to the first six months of fiscal 2010.

Sales and Marketing Expenses

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change		% Change
Sales and marketing	$	29,119	17.4	%	$	27,880	15.9	%	$	1,239	4.4	%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change		% Change
Sales and marketing	$	59,197	17.9	%	$	55,173	16.5	%	$	4,024	7.3	%

The increase in sales and marketing expense for the second quarter and first six months of fiscal 2011 over the second quarter and first six months of fiscal 2010 was largely due to a $0.7 million and $1.7 million increase, respectively, in salaries and benefits from growing our branded sales force. In addition, we increased advertising and marketing expenditures by $0.6 million and $1.7 million in the second quarter and first six months of fiscal 2011, respectively, related to new product introductions and efforts to expand our position with the customer bases of our key channel partners. We believe these programs will help us gain greater revenue momentum with end users and within the channel.

General and Administrative Expenses

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
General and administrative	$	14,941	8.9	%	$	15,218	8.7	%	$	(277	)	(1.8	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
General and administrative	$	30,424	9.2	%	$	29,723	8.9	%	$	701		2.4	%

The decrease in general and administrative expenses for the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010 was primarily due to decreased salaries and benefits. The increase in general and administrative expenses for the first six months of fiscal 2011 compared to the first six months of fiscal 2010 was primarily from $0.6 million more in bad debt recoveries in the first half of fiscal 2010 than in the first six months of fiscal 2011.

Restructuring Charges

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Restructuring charges	$	94	0.1	%	$	1,696	1.0	%	$	(1,602	)	(94.5	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Restructuring charges	$	11	—	%	$	4,806	1.4	%	$	(4,795	)	(99.8	)%

The decreases in restructuring charges for the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010 was primarily due to facility restructuring from vacating and accruing the remaining contractual lease payments on four facilities in the prior year. For additional information, refer to Note 9 “Restructuring Charges.” Until we achieve sustained profitability, we may incur additional charges in the future related to further cost reduction steps.

Interest Income and Other, Net

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Interest income and other, net	$	306	0.2	%	$	1,265	0.7	%	$	(959	)	(75.8	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Interest income and other, net	$	274	0.1	%	$	1,269	0.4	%	$	(995	)	(78.4	)%

The decrease in interest income and other, net for the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010 was largely due to $0.4 million and $0.6 million, respectively, of fair value gains on an interest rate collar in the prior year periods. The interest rate collar expired December 31, 2009. In addition, we had a $0.4 million decrease from both the second quarter and first six months of fiscal 2010 due to higher net foreign exchange gains in the prior year periods. The foreign exchange gains in the second quarter and first six months of fiscal 2010 were primarily due to the U. S. dollar weakening against the euro and the Australian dollar.

Interest Expense

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Interest expense	$	6,001	3.6	%	$	6,935	4.0	%	$	(934	)	(13.5	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Interest expense	$	12,116	3.7	%	$	12,586	3.8	%	$	(470	)	(3.7	)%

Interest expense decreased $0.9 million and $0.5 million in the second quarter and first six months of fiscal 2011, respectively, primarily due to interest paid in the second quarter and first six months of fiscal 2010 related to an interest rate collar. The collar expired on December 31, 2009. Interest expense also includes the amortization of debt issuance costs for debt facilities.

Gain on Debt Extinguishment, Net of Costs

	Three Months Ended
(In thousands)	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Gain on debt extinguishment, net of costs	$	—	—	%	$	1,569	0.9	%	$	(1,569	)	(100.0	)%

	Six Months Ended
	September 30, 2010		% of revenue		September 30, 2009		% of revenue		Change			% Change
Gain on debt extinguishment, net of costs	$	—	—	%	$	12,859	3.8	%	$	(12,859	)	(100.0	)%

During the first six months of fiscal 2010, we refinanced $137.9 million aggregate principal amount of our convertible subordinated debt, consisting of the $50.7 million noted above in the private transaction and $87.2 million through a tender offer. In connection with these transactions, we recorded a gain on debt extinguishment, net of costs, of $12.9 million comprised of the gross gain of $15.6 million, reduced by $2.1 million in expenses and $0.6 million of unamortized debt costs related to the refinanced notes.

Income Taxes

	Three Months Ended
(In thousands)	September 30, 2010		% of pre-tax income		September 30, 2009			% of pre-tax income		Change		% Change
Income tax provision (benefit)	$	394	11.5	%	$	(528	)	(4.9	)%	$	922	n/m

	Six Months Ended
	September 30, 2010		% of pre-tax income		September 30, 2009			% of pre-tax income		Change		% Change
Income tax provision	$	797	70.8	%	$	310		1.9	%	$	487	157.1	%

The income tax provision for the second quarter and first six months of fiscal 2011 and for the first six months of 2010 primarily reflects expenses for foreign income taxes and state taxes. The tax benefit for the second quarter of fiscal 2010 was due to lower foreign income taxes and U.S. tax refunds from amended filings. We have provided a full valuation allowance against our U.S. net deferred tax assets due to our history of net losses, difficulty in predicting future results and our conclusion that we cannot rely on projections of future taxable income to realize the deferred tax assets.

Significant management judgment is required in determining our deferred tax assets and liabilities and valuation allowances for purposes of assessing our ability to realize any future benefit from our net deferred tax assets. We intend to maintain this valuation allowance until sufficient positive evidence exists to support a reversal or decrease in this allowance. Future income tax expense will be reduced to the extent that we have sufficient positive evidence to support a reversal of, or decrease in, our valuation allowance.

Amortization of Intangible Assets

The following tables detail intangible asset amortization expense within our Condensed Consolidated Statements of Operations (in thousands):

	Three Months Ended
	September 30, 2010		September 30, 2009		Change
Cost of revenue	$	3,966	$	5,499	$	(1,533	)
Research and development		100		100		—
Sales and marketing		3,362		3,394		(32	)
General and administrative		25		25		—
	$	7,453	$	9,018	$	(1,565	)

	Six Months Ended
	September 30, 2010		September 30, 2009		Change
Cost of revenue	$	9,513	$	10,974	$	(1,461	)
Research and development		200		200		—
Sales and marketing		6,756		6,788		(32	)
General and administrative		50		50		—
	$	16,519	$	18,012	$	(1,493	)

The decrease in intangible expense in the second quarter and first six months of fiscal 2011 compared to the second quarter and first six months of fiscal 2010 was due to certain intangibles becoming fully amortized in the second quarter of fiscal 2011. For further information regarding amortizable intangible assets, refer to Note 6 “Goodwill and Intangible Assets.”

Share-based Compensation

The following table summarizes share-based compensation within our Condensed Consolidated Statements of Operations (in thousands):

	Three Months Ended
	September 30, 2010		September 30, 2009		Change
Cost of revenue	$	444	$	319	$	125
Research and development		581		582		(1	)
Sales and marketing		720		760		(40	)
General and administrative		729		1,014		(285	)
	$	2,474	$	2,675	$	(201	)

	Six Months Ended
	September 30, 2010		September 30, 2009		Change
Cost of revenue	$	904	$	619	$	285
Research and development		1,330		1,220		110
Sales and marketing		1,605		1,218		387
General and administrative		1,677		1,756		(79	)
	$	5,516	$	4,813	$	703

The increase in share-based compensation for the first six months of fiscal 2011 compared to the first six months of fiscal 2010 was primarily due to a $0.8 million increase from rights to purchase shares of company stock resulting from reinstatement of the Purchase Plan on January 1, 2010. The Purchase Plan was suspended throughout the first six months of fiscal 2010.

LIQUIDITY AND CAPITAL RESOURCES

Following is a summary of cash flows from operating, investing and financing activities (in thousands):

	Six Months Ended
	September 30, 2010			September 30, 2009
Net income	$	329		$	16,363
Net cash provided by operating activities		10,489			64,453
Net cash used in investing activities		(7,513	)		(3,022	)
Net cash used in financing activities		(21,751	)		(64,158	)

Six Months Ended September 30, 2010

The $10.2 million difference between reported net income and cash provided by operating activities during the six months ended September 30, 2010 was primarily due to $35.6 million in non-cash expenses, the largest of which were amortization, depreciation, service parts lower of cost or market adjustment and share-based compensation. This was partially offset by an $18.1 million decrease in deferred revenue, a $3.6 million decrease in accounts payable and a $3.2 million decrease in accrued compensation. The decrease in deferred revenue was primarily due to the final utilization of an OEM deduplication software prepayment and to a lesser extent, a typical seasonal decline in service contract volumes. The majority of our service contracts renew in our third and fourth fiscal quarters. The decrease in accounts payable was primarily due to timing of vendor payments, and the decrease in accrued compensation was primarily due to the timing of payroll payments.

Cash used in investing activities reflects $7.7 million of equipment purchases during the six months ended September 30, 2010. Equipment purchases were primarily for engineering and IT software and engineering test equipment to support product development activities.

Cash used in financing activities during the first six months of fiscal 2011 was primarily due to repaying the outstanding $22.1 million of the convertible subordinated notes at maturity.

Six Months Ended September 30, 2009

The $48.1 million difference between reported net income and cash provided by operating activities during the six months ended September 30, 2009 was due in part to $34.7 million in non-cash expenses, the largest of which were amortization, depreciation and share-based compensation. Non-cash expenses were partially offset by a $15.6 million non-cash gain on debt extinguishment. Cash provided by operating activities was also due to a $15.5 million increase in deferred revenue, a $7.9 million reduction in manufacturing inventories and a $5.1 million increase in accounts payable. Deferred revenue increases were primarily attributable to prepaid license fees under an OEM agreement partially offset by lower service contract volumes. Manufacturing inventories decreased due to planned reductions in inventory levels. The increase in accounts payable was primarily due to lower expenditures and the timing of purchases and payments.

Cash used in investing activities reflects $3.1 million of equipment purchases during the six months ended September 30, 2009. Equipment purchases were primarily for engineering and IT equipment to support product development activities and leasehold improvements for a facility.

Cash used in financing activities during the first six months of fiscal 2010 was primarily due to repaying $61.0 million of our term debt under the senior secured credit agreement with Credit Suisse (“CS credit agreement”). We refinanced the majority of our convertible subordinated notes during the first half of fiscal 2010, and repayments of these notes were mostly offset by borrowings under two credit agreements with EMC International Company (“EMC credit agreements”).

Capital Resources and Financial Condition

We have made progress in increasing operating income levels, and we continue to focus on improving our operating performance. Our efforts are intended to increase revenue in higher margin areas of the business and to continue to improve margins in order to return to consistent profitability and to generate positive cash flows from operating activities. In addition, we may explore refinancing opportunities that reduce interest expense on our debt or provide other favorable terms. We believe that our existing cash and capital resources will be sufficient to meet all currently planned expenditures, debt repayments, contractual obligations and sustain operations for at least the next 12 months. This belief is dependent upon our ability to achieve revenue and gross margin projections and to continue to control operating expenses in order to provide positive cash flow from operating activities. Should any of the above assumptions prove incorrect, either in combination or individually, it would likely have a material negative effect on our cash balances and capital resources.

The following is a description of our existing capital resources including outstanding balances, funds available to borrow, and primary repayment terms including interest rates.

Under the CS credit agreement, we have the ability to borrow up to $50.0 million under a senior secured revolving credit facility which expires July 12, 2012. As of September 30, 2010, we have letters of credit totaling $1.2 million reducing the amount available to borrow on this revolver to $48.8 million. Quarterly, we are required to pay a 0.5% commitment fee on the undrawn amount under the revolving credit facility.

Our outstanding term debt under the CS credit agreement was $185.1 million at September 30, 2010. We made a $20.0 million principal prepayment on October 29, 2010, reducing the balance of the term loan to $165.1 million. This loan matures on July 12, 2014 and has a variable interest rate. The interest rate on the term loan was 3.76% at September 30, 2010. We are required to make quarterly interest and principal payments on the term loan. In addition, on an annual basis, we are required to perform a calculation of excess cash flow which may require an additional payment of the principal amount in certain circumstances. To date, the annual calculations of excess cash flow have not required additional payments. There is a blanket lien on all of our assets under the CS credit agreement in addition to certain financial and reporting covenants. As of September 30, 2010, we were in compliance with all debt covenants.

In addition, on October 26, 2010, we entered into an amendment to the CS credit agreement that provides us, among other changes, with additional flexibility to issue equity securities or certain subordinated debt securities in order to refinance our outstanding senior subordinated indebtedness under the EMC credit agreements.

We have $121.7 million in term loans under the EMC credit agreements, of which $21.7 million matures on December 31, 2011 and $100.0 million matures on September 30, 2014. These loans have similar terms, including a 12.0% fixed interest rate. We are required to make quarterly interest payments on these loans.

The $22.1 million aggregate principal amount of convertible subordinated notes held at June 30, 2010 matured on August 1, 2010 and was repaid with cash on hand.

Generation of positive cash flow from operating activities has historically been, and will continue to be, an important source of cash to fund operating needs and meet our current and long-term obligations. In addition, we believe generation of positive cash flow from operating activities will provide us with improved financing capacity. We have taken many actions to offset the negative impact of the recession and its impact on the backup, archive and recovery market. We cannot provide assurance that the actions we have taken in the past or any actions we may take in the future will ensure a consistent, sustainable and sufficient level of net income and positive cash flow from operating activities to fund, sustain or grow our business. Certain events that are beyond our control, including prevailing economic, competitive and industry conditions, as well as various legal and other disputes, may prevent us from achieving these financial objectives. Any inability to achieve consistent and sustainable net income and cash flow could result in:

(i)	Restrictions on our ability to manage or fund our existing operations, which could result in a material and adverse effect on our future results of operations and financial condition.

(ii)	Unwillingness on the part of the group lenders that provide our CS credit agreement to do any of the following:

	Provide a waiver or amendment for any covenant violations we may experience in future periods, thereby triggering a default under, or termination of, the revolving credit line and term loan, or Approve any other amendments to the CS credit agreement we may seek to obtain in the future.

	Any lack of renewal, waiver, or amendment, if needed, could result in the revolving credit line and CS term loan becoming unavailable to us and any amounts outstanding becoming immediately due and payable. In addition, the EMC credit agreements contain cross-default provisions. In the case of our borrowings at October 29, 2010, this would mean $286.8 million could become immediately payable.

(iii)	Further impairment of our financial flexibility, which could require us to raise additional funding in the capital markets sooner than we otherwise would, and on terms less favorable to us, if available at all.

Any of the above mentioned items, individually or in combination, could have a material and adverse effect on our results of operations, available cash and cash flows, financial condition, access to capital and liquidity.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our discussion and analysis of the financial condition and results of operations is based on the accompanying Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these statements requires us to make significant estimates and judgments about future uncertainties that affect reported assets, liabilities, revenues and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. In the event that estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. The accounting estimates requiring our most difficult, subjective or complex judgments are unchanged except for the revenue recognition estimates and policies described below. Our critical accounting estimates and policies have been disclosed in our Annual Report on Form 10-K for the year ended March 31, 2010 filed with the Securities and Exchange Commission on June 11, 2010.

Revenue Recognition

The following have been updated to reflect new standards adopted at the beginning of our first quarter of fiscal 2011.

Application of newly adopted accounting principles related to measurement and recognition of revenue requires us to make judgments and estimates in the separation and allocation of consideration for multiple deliverable revenue arrangements and the scope of the software revenue recognition guidance.

Tangible products containing software and nonsoftware components that function together to deliver the product’s essential functionality are no longer within the scope of software revenue guidance and; therefore, we use judgment to determine which guidance our new products are subject to. If scoped out of existing software revenue guidance, these arrangements are accounted for based on other applicable revenue recognition guidance. For any undelivered elements in multiple element software arrangements we determine fair value based on vendor-specific objective evidence (“VSOE”), which consists of the prices charged when these services are sold separately or, for new software products, the price established by management. If VSOE does not exist for undelivered elements, the revenue for the entire arrangement is deferred until all elements have been delivered.

When we enter into multiple deliverable revenue arrangements with customers which are not subject to software revenue guidance, we use judgment to (1) separate the deliverables based on specific criteria, (2) assign an estimated selling price to each deliverable based on the selling price hierarchy using VSOE, third-party evidence (“TPE”) or estimated selling prices (“ESP”) and (3) allocate the total arrangement consideration using the relative selling price method. When VSOE cannot be established we attempt to establish the selling price of each element based on TPE. TPE is determined based on competitor prices for largely interchangeable products when sold separately. When we are unable to establish selling price using VSOE or TPE, we use ESP. We use judgment to determine ESP, which is the price at which we would transact a sale if the product or service were regularly sold on a standalone basis. In this determination we consider our discounting and internal pricing practices, external market conditions and competitive positioning for similar offerings. Additionally, for certain transactions we use judgment in determining whether any undelivered elements are essential to the functionality of the delivered elements in order to determine the appropriate timing of revenue recognition. If specific criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being deferred until the earlier of when such criteria are met, when the last undelivered element is delivered or ratably over the contract term as appropriate.

RECENT ACCOUNTING PRONOUNCEMENTS

In the first quarter of fiscal 2011, we elected to early adopt the amended revenue recognition guidance for multiple element deliverable arrangements as well as for software revenue recognition on a prospective basis for applicable transactions originating or materially modified on or after April 1, 2010. The adoption of these standards did not have a material impact on our financial position or results of operations. For additional information regarding the adoption of these amendments and our assessment of other recent accounting pronouncements, refer to Note 3 “Significant Accounting Policies; New Accounting Standards.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of risks, including changes in interest rates and foreign currency fluctuations.

Market Interest Rate Risk

Changes in interest rates affect interest income earned on our cash equivalents. In addition, changes in interest rates affect interest expense on our borrowings under the CS credit agreement. Our term loans under the EMC credit agreements have fixed interest rates, thus a hypothetical 100 basis point increase in interest rates would not impact interest expense on these borrowings.

Our cash equivalents consisted solely of money market funds during the six months ended September 30, 2010. During the first six months of fiscal 2011, interest rates on these funds were under 1.0% and we earned negligible amounts in interest income.

Interest accrues on our CS term loan at our option, based on either, a prime rate plus a margin of 2.5%, or a LIBOR rate plus a margin of 3.5%. A hypothetical 100 basis point increase in interest rates would have increased interest expense $0.9 million for the first six months of fiscal 2011.

Foreign Currency Exchange Rate Risk

As a multinational corporation, we are exposed to changes in foreign exchange rates. The assets and liabilities of many of our non-U.S. subsidiaries have functional currencies other than the U.S. dollar and are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. A 10% depreciation of the U.S. dollar would have resulted in an immaterial change to income before income taxes for the six months ended September 30, 2010. We determined this result by applying a different exchange rate to translate and revalue the financial statements of our subsidiaries with a functional currency other than the U.S. dollar.

ITEM 4. CONTROLS AND PROCEDURES

(a)		Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b)		Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING QUANTUM. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT ARE CURRENTLY DEEMED IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS AND OPERATIONS. THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS “FORWARD-LOOKING” STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. PLEASE SEE “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” FOR ADDITIONAL DISCUSSION OF THESE FORWARD-LOOKING STATEMENTS.

We rely on indirect sales channels to market and sell our branded products. Therefore, the loss of or deterioration in our relationship with one or more of our resellers or distributors, or our inability to establish new indirect sales channels to drive growth of our disk systems revenue, could negatively affect our operating results.

We sell the majority of our branded products to value-added resellers, or VARs, and to direct marketing resellers such as CDW Corporation, who in turn sell our products to end users, and to distributors such as Avnet, Inc., Ingram Micro, Inc. and others. We also have a relationship with EMC Corporation (“EMC”) through which we make available our branded products that complement EMC’s product offerings. The success of these sales channels is hard to predict, particularly over time, and we have no purchase commitments or long-term orders from them that assure us of any baseline sales through these channels. Several of our resellers carry competing product lines that they may promote over our products. A reseller might not continue to purchase our products or market them effectively, and each reseller determines the type and amount of our products that it will purchase from us and the pricing of the products that it sells to end user customers. Establishing new indirect sales channels is an important part of our strategy to drive growth of our disk systems revenue, especially for midrange products.

Certain of our contracts with our distributors contain “most favored nation” pricing provisions mandating that we offer our products to these customers at the lowest price offered to other similarly situated customers. In addition, sales of our enterprise-class libraries, and the revenue associated with the on-site service of those libraries, are somewhat concentrated in specific customers, including government agencies and government-related companies. Our operating results could be adversely affected by any number of factors including:

A change in competitive strategy that adversely affects a reseller’s willingness or ability to distribute our products;
The reduction, delay or cancellation of orders or the return of a significant amount of products;
Our inability to gain traction in developing new indirect sales channels for our midrange disk system products;
The loss of one or more of such distributors or resellers;
Any financial difficulties of such distributors or resellers that result in their inability to pay amounts owed to us; or
Changes in requirements or programs that allow our products to be sold by third parties to government customers.

Our operating results depend on new product introductions, which may not be successful, in which case our business, financial condition and operating results may be materially and adversely affected.

To compete effectively, we must continually improve existing products and introduce new ones, such as our new DXi-Series product offerings and next generation StorNext software. We have devoted and expect to continue to devote considerable management and financial resources to these efforts. We cannot provide assurance that:

We will introduce new products in the timeframe we are forecasting;
We will not experience technical, quality, performance-related or other difficulties that could prevent or delay the introduction and market acceptance of new products;
Our new products will achieve market acceptance and significant market share, or that the markets for these products will continue or grow as we have anticipated;
Our new products will be successfully or timely qualified with our customers by meeting customer performance and quality specifications which must occur before customers will place large product orders; or
We will achieve high volume production of these new products in a timely manner, if at all.

If we are not successful in timely completion of our new product qualifications and then ramping sales to our key customers, our revenue and results of operations could be adversely impacted. In addition, if the quality of our products is not acceptable to our customers, this could result in customer dissatisfaction, lost revenue and increased warranty and repair costs.

Competition has increased and evolved, and may increasingly intensify, in the tape and disk storage products markets as a result of competitors introducing products based on new technology standards, and merger and acquisition activity, which could materially and adversely affect our business, financial condition and results of operations.

Our disk systems compete with product offerings of EMC, Hewlett Packard Co. (“HP”), International Business Machines (“IBM”) and NetApp, Inc. A number of our competitors also license technology from competing start-up companies such as FalconStor Software, Inc. and Sepaton Inc. These competitors are aggressively trying to advance and develop new technologies and products to compete against our technologies and products, and we face the risk that customers could choose competitor products over ours due to these features and technologies. Competition in the disk systems market, including deduplication and replication technologies, is characterized by technological innovation and advancement. As a result of competition and new technology standards, our sales or gross margins for disk systems could decline, which could materially and adversely affect our business, financial condition and results of operations.

Our tape automation products compete with product offerings of Dell Inc. (“Dell”), HP, IBM and Oracle Corporation (“Oracle”). Increased competition has resulted in decreased prices for entry-level tape automation products and more product offerings by our competitors that incorporate new features and technologies. We face risks that customers could choose competitor products over ours due to these features and technologies. If competition further intensifies, or if industry consolidation occurs, our sales and gross margins for tape automation systems could decline, which could materially and adversely affect our business, financial condition and results of operations.

Our tape drive business competes with companies that develop, manufacture, market and sell tape drive and tape automation products. The principal competitors for our tape drive products include HP and IBM. These competitors are aggressively trying to advance and develop new technologies and products to compete against our technologies and products. This intense competition, and additional factors, such as the possibility of further industry consolidation, has resulted in decreased prices of tape drives and increasingly commoditized products. Our response has been to manage our tape drive business at the material margin level and we have chosen not to compete for sales in intense price-based situations. Our focus has shifted to higher margin opportunities in other product lines. Although revenue from tape drives has decreased in recent years, our material margins have remained relatively stable over this period. We face risk of reduced shipments of our tape drive products, and could have reduced margins on these products, which could materially and adversely impact our business, financial condition and results of operations.

Additionally, the competitive landscape continues to change due to merger and acquisition activity in the storage industry, such as the purchase of Sun by Oracle Corporation and the acquisition of Data Domain by EMC. Transactions such as these may impact us in a number of ways. For instance, they could result in:

Smaller number of competitors having greater resources and becoming more competitive with us;
Companies that we have not historically competed against entering into one or more of our primary markets and increasing competition in that market(s); and
Customers that are also competitors becoming more competitive with us and/or reducing their purchase of our products.

These transactions also create uncertainty and disruption in the market, given that it is often unknown whether a pending transaction will be completed, the timing of such a transaction, and its degree of impact. Given these factors and others, such merger and acquisition activity may materially and adversely impact our business, financial condition and results of operations.

We derive the majority of our revenue from products incorporating tape technology. If competition from new or alternative storage technologies continues or increases, our business, financial condition and operating results could be materially and adversely affected.

We derive the majority of our revenue from products that incorporate some form of tape technology and we expect to continue to derive a majority of our revenue from these products for the foreseeable future. As a result, our future operating results depend in significant part on the continued market acceptance of products employing tape drive technology. Our tape products, including tape drives and automation systems, are increasingly challenged by products using hard disk drive technology, such as VTL, standard disk arrays and NAS. If disk products gain comparable or superior market acceptance, or their costs decline far more rapidly than tape drive and media costs, the competition resulting from these products would increase as our tape customers migrate toward them.

We are working to address this risk through our own targeted investment in disk products and other alternative technologies, but these markets are characterized by rapid innovation, evolving customer demands and strong competition, including competition with several companies who are also significant customers. If we are not successful in our efforts, our business, financial condition and operating results could be materially and adversely affected.

A large percentage of our sales come from a few customers, some of which are also competitors, and these customers generally have no minimum or long-term purchase commitments. The loss of, or a significant reduction in demand from, one or more key customers could materially and adversely affect our business, financial condition and operating results.

Our sales have been and continue to be concentrated among a few customers. For example, sales to our top five customers in fiscal 2010 represented 37% of total revenue. This sales concentration does not include revenues from sales of our media that our licensees sold to these customers, for which we earn royalty revenue. Furthermore, customers are not obligated to purchase any minimum product volume and our relationships with our customers are terminable at will. As an example, in fiscal 2010, sales to Dell contributed approximately 13% of our revenue, a decline from prior years. If we experience further declines in revenue from Dell or any of our other large customers, we could be materially and adversely affected. In addition, certain of our large customers are also our competitors, and such customers could decide to reduce or terminate their purchases of our products for competitive reasons. Merger and acquisition activity, such as the purchase of Data Domain by EMC, could increase the risk that large customers reduce or terminate their purchases of our products.

Many of our tape and disk products are primarily incorporated into larger storage systems or solutions that are marketed and sold to end users by our large OEM customers as well as our value added resellers, channel partners and other distributors. Because of this, we have limited market access to these end users, limiting our ability to reach and influence their purchasing decisions. These market conditions further our reliance on these OEM and other large customers. Thus if they were to significantly reduce, cancel or delay their orders with us, our results of operations could be materially and adversely affected.

If our products fail to meet our or our customers’ specifications for quality and reliability, our results of operations may be adversely impacted and our competitive position may suffer.

Although we place great emphasis on product quality, we may from time to time experience problems with the performance of our products, which could result in one or more of the following:

Increased costs related to fulfillment of our warranty obligations;
The reduction, delay or cancellation of orders or the return of a significant amount of products;
Focused failure analysis causing distraction of the sales, operations and management teams; or
The loss of reputation in the market and customer goodwill.

These factors could cause our business, financial condition and results of operations to be materially and adversely affected.

We have significant indebtedness, which has substantial debt service obligations and operating and financial covenants that constrain our ability to operate our business. Unless we are able to generate sufficient cash flows from operations to meet these debt obligations, our business, financial condition and operating results could be materially and adversely affected.

In connection with our acquisition of Advanced Digital Information Corporation in August 2006, we incurred significant indebtedness and increased interest expense obligations. Our level of indebtedness presents significant risks to investors, both in terms of the constraints that it places on our ability to operate our business and because of the possibility that we may not generate sufficient cash to pay the principal and interest on our indebtedness as it becomes due.

The significance of our substantial debt could have important consequences, such as:

Requiring that we dedicate a significant portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, research and development and other cash requirements;
Making it more difficult or impossible for us to make payments on other indebtedness or obligations;
Increasing our vulnerability to adverse economic and industry conditions;
Limiting our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete, such as limiting our ability to engage in mergers and acquisitions activity, which may place us at a competitive disadvantage; and
Limiting our ability to incur additional debt on acceptable terms, if at all.

In addition, there is a risk that we may not be able to repay our debt obligations as they become due. We incurred significant losses from fiscal 2002 through fiscal 2009. Our ability to meet our debt service obligations and fund our working capital, capital expenditures, acquisitions, research and development and other general corporate needs depends upon our ability to generate sufficient cash flow from operations. We cannot provide assurance that we will generate sufficient cash flow from operations to service these debt obligations, or that future borrowings or equity financing will be available to us on commercially reasonable terms, or at all, or available in an amount sufficient to enable us to pay our debt obligations or fund our other liquidity needs. Unless we are able to consistently generate cash flows from operations, we may not generate sufficient cash flow to service our debt obligations, which could require that we reduce or delay capital expenditures and/or sell assets, thereby affecting our ability to remain competitive and materially and adversely affecting our business. Such a failure to repay our debt obligations when due would result in default under our loan agreements, which would give our lenders the right to seize all of our assets. Any such inability to meet our debt obligations could therefore have a material and adverse effect on our business, financial condition and results of operations.

Our Credit Suisse credit agreement contains various covenants that limit our discretion in the operation of our business, which could have a materially adverse effect on our business, financial condition and results of operations.

Our CS credit agreement contains numerous restrictive covenants that require us to comply with and maintain certain financial tests and ratios, as well as restrict our ability to:

Incur debt;
Incur liens;
Make acquisitions of businesses or entities or sell certain assets;
Make investments, including loans, guarantees and advances;
Make capital expenditures beyond a certain threshold;
Engage in transactions with affiliates;
Pay dividends or engage in stock repurchases; and
Enter into certain restrictive agreements.

Our ability to comply with covenants contained in our credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. In prior years, we violated certain financial covenants under a prior credit agreement and received waivers or amendments for such violations. Even if we are able to comply with all covenants, the restrictions on our ability to operate our business could harm our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities.

Our CS credit agreement is secured by a pledge of all of our assets. If we were to default under our CS credit agreement and were unable to obtain a waiver for such a default, the lenders would have a right to foreclose on our assets in order to satisfy our obligations under the CS credit agreement. Any such action on the part of the lenders against us could have a materially adverse impact on our business, financial condition and results of operations.

Our tape media royalties, branded software and OEM deduplication software revenues are relatively profitable and can significantly impact total company profitability. A significant decline in royalty, branded software or OEM deduplication software revenues could materially and adversely affect our business, financial condition and operating results.

Our tape media royalty revenues depend on many factors, including the following:

The size of the installed base of tape drives that use our tape cartridges;
The performance of our strategic licensing partners, which sell tape media cartridges;
The relative growth in units of newer tape drive products, since the associated media cartridges typically sell at higher prices than the media cartridges associated with older tape drive products;
The media consumption habits and rates of end users;
The pattern of tape drive retirements; and
The level of channel inventories.

Our media royalties depend in part upon royalty rates and the quantity of media consumed by the installed base of our tape drives. Reduced royalty rates, or a reduced installed tape drive base, would result in further reductions in our media royalty revenue. This could materially and adversely affect our business, financial condition and results of operations.

Our branded software revenues are also dependent on many factors, including the success of competitive offerings, our ability to execute on our product roadmap and our effectiveness at marketing and selling our branded software solutions directly or through our channel partners.

Our OEM deduplication software revenues also depend on many factors, including the success of competitive offerings, our ability to execute on our product roadmap with our OEM deduplication software partners, the effort our OEM deduplication software partners put into marketing and selling the resulting products, the market acceptance of the resulting products and changes in the competitive landscape such as that which occurred with EMC’s purchase of Data Domain. Our relationship with EMC changed from partner to competitor in deduplication as a result of their acquisition of Data Domain. Following this acquisition, except for the first quarter of fiscal 2011 when significant revenue was recognized in accordance with contractual requirements, our OEM deduplication software revenue has significantly declined, which has negatively impacted our results.

We have taken considerable steps towards reducing our cost structure and may take further cost reduction actions. The steps we have taken and may take in the future may not reduce our cost structure to a level appropriate in relation to our future sales and therefore, these anticipated cost reductions may be insufficient to result in consistent profitability.

In the last several years, we have recorded significant restructuring charges and made cash payments in order to reduce our cost of sales and operating expenses to rationalize our operations following past acquisitions and in response to adverse economic, industry and competitive conditions. We may take future steps to further reduce our operating costs, including those we undertook recently as described in “Results of Operations” within “Management’s Discussion and Analysis.” These steps and additional future restructurings in response to rationalization of operations following strategic decisions, adverse changes in our business or industry or future acquisitions may require us to make cash payments that, if large enough, could materially and adversely affect our liquidity. We may be unable to reduce our cost of sales and operating expenses at a rate and to a level consistent with a future potential adverse sales environment, which may adversely affect our business, financial condition and operating results.

Our inability to attract and retain skilled employees could adversely impact our business.

We may be subject to increased turnover in our employee base or the inability to fill open headcount requisitions due to concerns about our operational performance, capital structure, competition or other factors. In addition, we may rely on the performance of employees whose skill sets are not sufficiently developed enough to completely realize the expected fulfillment of their job responsibilities. Either of these situations could impair or delay our ability to realize operational and strategic objectives and cause increased expenses and lost sales opportunities.

Economic or other business factors may lead us to further write down the carrying amount of our goodwill or long-lived assets, such as the $339 million goodwill impairment charge taken in fiscal 2009, which could have a material and adverse effect on our results of operations.

We evaluate our goodwill for impairment annually during the fourth quarter of our fiscal year, or more frequently when indicators of impairment are present. Long-lived assets are reviewed for impairment whenever events or circumstances indicate impairment might exist. We continue to monitor relevant market and economic conditions, including the price of our stock, and perform appropriate impairment reviews when conditions deteriorate such that we believe the value of our goodwill could be further impaired or an impairment exists in our long-lived assets. It is possible that conditions may worsen due to economic or other factors that affect our business, resulting in the need to write down the carrying amount of our goodwill or long-lived assets to fair value at the time of such assessment. As a result, our operating results could be materially and adversely affected.

Third party intellectual property infringement claims could result in substantial liability and significant costs, and, as a result, our business, financial condition and operating results may be materially and adversely affected.

From time to time, third parties allege our infringement of and need for a license under their patented or other proprietary technology. While we currently believe the amount of ultimate liability, if any, with respect to any such actions will not materially affect our financial position, results of operations or liquidity, the ultimate outcome of any license discussion or litigation is uncertain. Adverse resolution of any third party infringement claim could subject us to substantial liabilities and require us to refrain from manufacturing and selling certain products. In addition, the costs incurred in intellectual property litigation can be substantial, regardless of the outcome. As a result, our business, financial condition and operating results could be materially and adversely affected.

In addition, certain products or technologies acquired or developed by us may include so-called “open source” software. Open source software is typically licensed for use at no initial charge. Certain open source software licenses, however, require users of the open source software to license to others any software that is based on, incorporates or interacts with, the open source software under the terms of the open source license. Although we endeavor to comply fully with such requirements, third parties could claim that we are required to license larger portions of our software than we believe we are required to license under open source software licenses. If such claims were successful, they could adversely impact our competitive position and financial results by providing our competitors with access to sensitive information that may help them develop competitive products. In addition, our use of open source software may harm our business and subject us to intellectual property claims, litigation or proceedings in the future because:

Open source license terms may be ambiguous and may subject us to unanticipated obligations regarding our products, technologies and intellectual property;
Open source software generally cannot be protected under trade secret law; and
It may be difficult for us to accurately determine the origin of the open source code and whether the open source software infringes, misappropriates or violates third party intellectual property or other rights.

As a result of our global manufacturing and sales operations, we are subject to a variety of risks that are unique to businesses with international operations of a similar scope, any of which could, individually or in the aggregate have a material adverse effect on our business.

A significant portion of our manufacturing and sales operations and supply chain occurs in countries other than the U.S. We also have sales outside the U.S. We utilize contract manufacturers to produce certain of our products and have suppliers for various components, several of which have operations located in foreign countries including China, Hungary, Japan, Malaysia, Mexico, Singapore and Taiwan. Because of these operations, we are subject to a number of risks including:

Shortages in component parts and raw materials;
Import and export and trade regulation changes that could erode our profit margins or restrict our ability to transport our products;
The burden and cost of complying with foreign and U.S. laws governing corporate conduct outside the U.S.;
Adverse movement of foreign currencies against the U.S. dollar (the currency in which our results are reported) and global economic conditions generally;
Inflexible employee contracts and employment laws that may make it difficult to terminate or change the compensation structure for employees in some foreign countries in the event of business downturns;
Potential restrictions on the transfer of funds between countries;
Political, military, social and infrastructure risks, especially in emerging or developing economies;
Import and export duties and value-added taxes; and
Natural disasters, including earthquakes, typhoons and tsunamis.

Any or all of these risks could have a material adverse effect on our business.

Our quarterly operating results could fluctuate significantly, and past quarterly operating results should not be used to predict future performance.

Our quarterly operating results have fluctuated significantly in the past and could fluctuate significantly in the future. As a result, our quarterly operating results should not be used to predict future performance. Quarterly operating results could be materially and adversely affected by a number of factors, including, but not limited to:

Failure to complete shipments in the last month of a quarter during which a substantial portion of our products are typically shipped;
Customers canceling, reducing, deferring or rescheduling significant orders as a result of excess inventory levels, weak economic conditions or other factors;
Declines in royalty revenues;
Product development and ramp cycles and product performance or quality issues;
Poor execution of and performance against expected sales and marketing plans and strategies;
Reduced demand from our OEM customers; and
Increased competition.

If we fail to meet our projected quarterly results, our business, financial condition and results of operations may be materially and adversely affected.

If we fail to protect our intellectual property or if others use our proprietary technology without authorization, our competitive position may suffer.

Our future success and ability to compete depends in part on our proprietary technology. We rely on a combination of copyright, patent, trademark, and trade secrets laws and nondisclosure agreements to establish and protect our proprietary technology. As of March 31, 2010, we held 504 U.S. patents and had 96 U.S. patent applications pending. However, we cannot provide assurance that patents will be issued with respect to pending or future patent applications that we have filed or plan to file or that our patents will be upheld as valid or will prevent the development of competitive products or that any actions we have taken will adequately protect our intellectual property rights. We generally enter into confidentiality agreements with our employees, consultants, customers, potential customers and others as required, in which we strictly limit access to, and distribution of, our software, and further limit the disclosure and use of our proprietary information.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain or use our products or technology. Enforcing our intellectual property rights can sometimes only be accomplished through the use of litigation, such as in the litigation with Riverbed Technology, Inc. settled in fiscal 2009. Our competitors may also independently develop technologies that are substantially equivalent or superior to our technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S.

Because we may order components from suppliers in advance of receipt of customer orders for our products which include these components, we could face a material inventory risk, which could have a material and adverse effect on our results of operations and cash flows.

Although we use third parties to manufacture certain of our products, we also manufacture products in-house. Managing our in-house manufacturing capabilities presents a number of risks that could materially and adversely affect our financial condition. For instance, as part of our component planning, we place orders with or pay certain suppliers for components in advance of receipt of customer orders. We occasionally enter into negotiated orders with vendors early in the manufacturing process of our storage products to ensure that we have sufficient components for our new products to meet anticipated customer demand. Because the design and manufacturing process for these components is complicated, it is possible that we could experience a design or manufacturing flaw that could delay or even prevent the production of the components for which we previously committed to pay. We also face the risk of ordering too many components, or conversely, not enough components, since supply orders are generally based on forecasts of customer orders rather than actual customer orders. In addition, in some cases, we make non-cancelable order commitments to our suppliers for work-in-progress, supplier’s finished goods, custom sub-assemblies, discontinued (end-of-life) components and Quantum-unique raw materials that are necessary to meet our lead times for finished goods. If we cannot change or be released from supply orders, we could incur costs from the purchase of unusable components, either due to a delay in the production of the components or other supplies or as a result of inaccurately predicting supply orders in advance of customer orders. Many of these same risks exist with our third party contract manufacturing partners. Our business and operating results could be materially and adversely affected as a result of these increased costs.

Some of our manufacturing, component production and service repair is outsourced to third party contract manufacturers, component suppliers and service providers. If we cannot obtain products, parts and services from these third parties in a cost effective and timely manner that meets our customers’ expectations, this could materially and adversely impact our business, financial condition and results of operations.

Many aspects of our supply chain and operational results are dependent on the performance of third party business partners. We face a number of risks as a result of these relationships, including, among others:

Sole source of product supply
In many cases, our business partner may be the sole source of supply for the products or parts they manufacture, or the services they provide, for us. Because we are relying on one supplier, we are at greater risk of experiencing shortages, reduced production capacity or other delays in customer deliveries that could result in customer dissatisfaction, lost sales and increased expenses, which could materially damage customer relationships and result in lost revenue.
Cost and purchase commitments
We may not be able to control the costs we would be required to pay our business partners for the products they manufacture for us or the services they provide to us. They procure inventory to build our products based upon a forecast of customer demand that we provide. We could be responsible for the financial impact on the contract manufacturer, supplier or service provider of any reduction or product mix shift in the forecast relative to materials that they had already purchased under a prior forecast. Such a variance in forecasted demand could require us to pay them for finished goods in excess of current customer demand or for excess or obsolete inventory and generally incur higher costs. As a result, we could experience reduced gross margins and larger operating losses based on these purchase commitments. With respect to service providers, although we have contracts for most of our third party repair service vendors, the contract period may not be the same as the underlying service contract with our customer. In such cases, we face risks that the third party service provider may increase the cost of providing services over subsequent periods.
Financial condition and stability
Our third party business partners may suffer adverse financial or operational results or may be negatively impacted by the current economic climate. Therefore, we may face interruptions in the supply of product components or service as a result of financial instability within our supply chain. We could suffer production downtime or increased costs to procure alternate products or services as a result of the possible inadequate financial condition of one or more of our business partners.
Quality and supplier conduct
We have limited control over the quality of products and components produced and services provided by our supply chain business partners. Therefore, the quality of the products, parts or services may not be acceptable to our customers and could result in customer dissatisfaction, lost revenue and increased warranty costs. In addition, we have limited control over the manner in which our business partners conduct their business. Sub-tier suppliers selected by the primary third party could have process control issues or could select components with latent defects that manifest over a longer period of time. Therefore, we may face negative consequences or publicity as a result of a third party’s failure to comply with applicable compliance, trade, environmental or employment regulations.

Any or all of these risks could have a material adverse effect on our business. In the past we have successfully transitioned products or component supply from one supplier to another existing supplier of different products, but there is no guarantee of our continued ability to do so.

If we do not successfully manage the changes that we have made and may continue to make to our infrastructure and management, our business could be disrupted, and that could adversely impact our results of operations and financial condition.

Managing change is an important focus for us. In recent years, we have implemented several significant initiatives involving our sales and marketing, engineering and operations organizations, aimed at increasing our efficiency and better aligning these groups with our corporate strategy. In addition, we have reduced headcount to streamline and consolidate our supporting functions as appropriate following past acquisitions and in response to market or competitive conditions. Our inability to successfully manage the changes that we implement, and detect and address issues as they arise could disrupt our business and adversely impact our results of operations and financial condition.

We continue to face risks related to the economic crisis.

The economic crisis in the U.S. and global financial markets had and may continue to have a material and adverse impact on our business and our financial condition, including the impact to our results in the first half of fiscal 2011 from economic conditions in Europe. Uncertainty about economic conditions always poses a risk as businesses may further reduce or postpone spending in response to tighter credit, negative financial news and declines in income or asset values. In addition, economic conditions over the past year have resulted in some customers’ reduced credit worthiness, bankruptcies of certain customers and the global disruption in the credit markets continues to affect customers’ and business’ efforts to obtain credit, each of which has increased our potential exposure to bad debt. These macroeconomic factors have had a material negative effect on our business and the demand for our products, the initial impact of which was reflected in our results for the second quarter of fiscal 2009. In addition, our ability to access capital markets may be restricted which could have an impact on our ability to react to changing economic and business conditions. Another global economic crisis like the one that we recently experienced could materially adversely affect our results of operations and financial condition.

We do not control licensee sales of tape media cartridges. To the extent that our royalty revenue is dependent on the volumes of cartridges sold by our licensees, should these licensees significantly sell fewer media products, such decreased volumes could lower our royalty revenue, which could materially and adversely affect our business, financial condition, and operating results.

We receive a royalty fee based on tape media cartridges sold by Fujifilm Corporation, Imation Corporation, Hitachi Maxell, Limited, Sony Corporation and TDK Corporation. Under our license agreements with these companies, each of the licensees determines the pricing and number of units of tape media cartridges that it sells. Our royalty revenue varies depending on the level of sales of the various media cartridge offerings sold by the licensees. If licensees sell significantly fewer tape media cartridges, our royalty revenue would decrease, which could materially and adversely affect our financial condition and operating results.

In addition, lower prices set by licensees could require us to lower our prices on direct sales of tape media cartridges, which could reduce our revenue and margins on these products beyond anticipated decreases. As a result, lower prices on our tape media cartridges could reduce media revenue, which could materially and adversely affect our financial condition and operating results.

Our stock price could become more volatile if certain institutional investors were to increase or decrease the number of shares they own. In addition, there are other factors and events that could affect the trading prices of our common stock.

Five institutional investors owned approximately 30% of our common stock as of March 31, 2010. If any or all of these investors were to decide to purchase significant additional shares or to sell significant or all of the common shares they currently own, that may cause our stock price to be more volatile. For example, there have been instances in the past where a shareholder with a significant equity position began to sell shares, putting downward pressure on our stock price for the duration of their selling activity. In these situations, selling pressure outweighed buying demand and our stock price declined. This situation has occurred due to our stock price falling below institutional investors’ price thresholds and our volatility increasing beyond investors’ volatility parameters causing even greater sell pressure.

Trading prices of our common stock may fluctuate in response to a number of other events and factors, such as:

General economic conditions;
Changes in interest rates;
Fluctuations in the stock market in general and market prices for technology companies in particular;
Quarterly variations in our operating results;
New products, services, innovations and strategic developments by our competitors or us, or business combinations and investments by our competitors or us;
Changes in financial estimates by us or securities analysts and recommendations by securities analysts;
Changes in our capital structure, including issuance of additional debt or equity to the public; and
Strategic acquisitions.

Any of these events and factors may cause our stock price to rise or fall and may adversely affect our business and financing opportunities.

Our design and production processes are subject to safety and environmental regulations which could lead to increased costs, or otherwise adversely affect our business, financial condition and results of operations.

We are subject to a variety of laws and regulations relating to, among other things, the use, storage, discharge and disposal of materials and substances used in our facilities and manufacturing processes as well as the safety of our employees and the public. Directives first introduced in the European Union impose a “take back” obligation on manufacturers for the financing of the collection, recovery and disposal of electrical and electronic equipment and restrict the use of certain potentially hazardous materials, including lead and some flame retardants, in electronic products and components. Other jurisdictions in the U.S. and internationally have since introduced similar requirements, and we anticipate that future regulations might further restrict allowable materials in our products, require the establishment of additional recycling or take back programs or mandate the measurement and reduction of carbon emissions into the environment. We have implemented procedures and will likely continue to introduce new processes to comply with current and future safety and environmental legislation. However, measures taken now or in the future to comply with such legislation may adversely affect our manufacturing or personnel costs or product sales by requiring us to acquire costly equipment or materials, redesign production processes or to incur other significant expenses in adapting our manufacturing programs or waste disposal and emission management processes. Furthermore, safety or environmental claims or our failure to comply with present or future regulations could result in the assessment of damages or imposition of fines against us, or the suspension of affected operations, which could have an adverse effect on our business, financial condition and results of operations.

We are subject to many laws and regulations, and violation of or changes in those requirements could materially and adversely affect our business.

We are subject to numerous U.S. and international laws regarding corporate conduct, fair competition, preventing corruption and import and export practices, including requirements applicable to U.S. government contractors. While we maintain a rigorous corporate ethics and compliance program, we may be subject to increased regulatory scrutiny, significant monetary fines or penalties, suspension of business opportunities or loss of jurisdictional operating rights as a result of any failure to comply with those requirements. We may also be exposed to potential liability resulting from our business partners’ violation of these requirements. In addition, U.S. regulatory agencies have recently introduced new enforcement efforts that may proactively seek conduct-related information from companies operating in certain targeted industries or locations, without regard for whether potential violations have been identified. If we were to receive such an information request, we may incur increased personnel and legal costs in order to adequately review and respond to the request. Further our U.S. and international business models are based on currently applicable regulatory requirements and exceptions. Changes in those requirements or exceptions could necessitate changes to our business model. Any of these consequences could materially and adversely impact our business and operating results.

We may be sued by our customers as a result of failures in our products.

We face potential liability for performance problems of our products because our end users employ our storage technologies for the storage and backup of important data and to satisfy regulatory requirements. Although we maintain technology errors and omissions insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability or accrual of litigation costs that is not covered by insurance or is in excess of our insurance coverage could harm our business.

In addition, we could potentially face claims for product liability from our customers if our products cause property damage or bodily injury. Although we maintain general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability or accrual of litigation costs that is not covered by insurance or is in excess of our insurance coverage could harm our business.

We must maintain appropriate levels of service parts inventories. If we do not have sufficient service parts inventories, we may experience increased levels of customer dissatisfaction. If we hold excessive service parts inventories, we may incur financial losses.

We maintain levels of service parts inventories to satisfy future warranty obligations and also to earn service revenue by providing enhanced and extended warranty and repair service during and beyond the warranty period. We estimate the required amount of service parts inventories based on historical usage and forecasts of future warranty requirements, including estimates of failure rates and costs to repair, and out of warranty revenue. Given the significant levels of judgment inherently involved in the process, we cannot provide assurance that we will be able to maintain appropriate levels of service parts inventories to satisfy customer needs and to avoid financial losses from excess service parts inventories. If we are unable to maintain appropriate levels of service parts inventories, our business, financial condition and results of operations may be materially and adversely impacted.

Because we rely heavily on distributors and other resellers to market and sell our products, if one or more distributors were to experience a significant deterioration in its financial condition or its relationship with us, this could disrupt the distribution of our products and reduce our revenue, which could materially and adversely affect our business, financial condition and operating results.

In certain product and geographic segments we heavily utilize distributors and value added resellers to perform the functions necessary to market and sell our products. To fulfill this role, the distributor must maintain an acceptable level of financial stability, creditworthiness and the ability to successfully manage business relationships with the customers it serves directly. Under our distributor agreements with these companies, each of the distributors determines the type and amount of our products that it will purchase from us and the pricing of the products that it sells to its customers. If the distributor is unable to perform in an acceptable manner, we may be required to reduce the amount of sales of our product to the distributor or terminate the relationship. We may also incur financial losses for product returns from distributors or for the failure or refusal of distributors to pay obligations owed to us. Either scenario could result in fewer of our products being available to the affected market segments, reduced levels of customer satisfaction and/or increased expenses, which could in turn have a material and adverse impact on our business, results of operations and financial condition.

From time to time we make acquisitions. The failure to successfully integrate future acquisitions could harm our business, financial condition and operating results.

As a part of our business strategy, we have in the past and may make acquisitions in the future subject to certain debt covenants. We may also make significant investments in complementary companies, products or technologies. If we fail to successfully integrate such acquisitions or significant investments, it could harm our business, financial condition and operating results. Risks that we may face in our efforts to integrate any recent or future acquisitions include, among others:

Failure to realize anticipated savings and benefits from the acquisition;
Difficulties in assimilating and retaining employees;
Potential incompatibility of business cultures;
Coordinating geographically separate organizations;
Diversion of management’s attention from ongoing business concerns;
Coordinating infrastructure operations in a rapid and efficient manner;
The potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services;
Failure of acquired technology or products to provide anticipated revenue or margin contribution;
Insufficient revenues to offset increased expenses associated with the acquisition;
Costs and delays in implementing or integrating common systems and procedures;
Reduction or loss of customer orders due to the potential for market confusion, hesitation and delay;
Impairment of existing customer, supplier and strategic relationships of either company;
Insufficient cash flows from operations to fund the working capital and investment requirements;

Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
The possibility that we may not receive a favorable return on our investment, the original investment may become impaired, and/or we may incur losses from these investments;
Dissatisfaction or performance problems with the acquired company;
The assumption of risks of the acquired company that are difficult to quantify, such as litigation;
The cost associated with the acquisition; and
Assumption of unknown liabilities or other unanticipated adverse events or circumstances.

Acquisitions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction. We cannot provide assurance that we will be able to successfully integrate any business, products, technologies or personnel that we may acquire in the future, and our failure to do so could harm our business, financial condition and operating results.

If the future outcomes related to the estimates used in recording tax liabilities to various taxing authorities result in higher tax liabilities than estimated, then we would have to record tax charges, which could be material.

We have provided amounts and recorded liabilities for probable and estimable tax adjustments that may be proposed by various taxing authorities in the U.S. and foreign jurisdictions. If events occur that indicate payments of these amounts will be less than estimated, then reversals of these liabilities would create tax benefits being recognized in the periods when we determine the liabilities have reduced. Conversely, if events occur which indicate that payments of these amounts will be greater than estimated, then tax charges and additional liabilities would be recorded. In particular, various foreign jurisdictions could challenge the characterization or transfer pricing of certain intercompany transactions. In the event of an unfavorable outcome of such challenge, there exists the possibility of a material tax charge and adverse impact on the results of operations in the period in which the matter is resolved or an unfavorable outcome becomes probable and estimable.

Certain changes in stock ownership could result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. Should we undergo such a change in stock ownership, it would severely limit the usage of these carryover tax attributes against future income, resulting in additional tax charges, which could be material.

We are exposed to fluctuations in foreign currency exchange rates, and an adverse change in foreign currency exchange rates relative to our position in such currencies could have a materially adverse impact on our business, financial condition and results of operations.

We do not currently use derivative financial instruments for foreign currency hedging or speculative purposes. To minimize foreign currency exposure, we use foreign currency obligations to match and offset net currency exposures associated with certain assets and liabilities denominated in non-functional currencies. We have used in the past, and may use in the future, foreign currency forward contracts to hedge our exposure to foreign currency exchange rates. To the extent that we have assets or liabilities denominated in a foreign currency that are inadequately hedged or not hedged at all, we may be subject to foreign currency losses, which could be significant.

Our international operations can act as a natural hedge when both operating expenses and sales are denominated in local currencies. In these instances, although an unfavorable change in the exchange rate of a foreign currency against the U.S. dollar would result in lower sales when translated to U.S. dollars, operating expenses would also be lower in these circumstances. An increase in the rate at which a foreign currency is exchanged for U.S. dollars would require more of that particular foreign currency to equal a specified amount of U.S. dollars than before such rate increase. In such cases, and if we were to price our products and services in that particular foreign currency, we would receive fewer U.S. dollars than we would have received prior to such rate increase for the foreign currency. Likewise, if we were to price our products and services in U.S. dollars while competitors priced their products in a local currency, an increase in the relative strength of the U.S. dollar would result in our prices being uncompetitive in those markets. Such fluctuations in currency exchange rates could materially and adversely affect our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. RESERVED

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The Exhibit Index beginning on page 42 of this report sets forth a list of exhibits and is hereby incorporated by reference.

SIGNATURE

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.

	QUANTUM CORPORATION


	/s/ JON W. GACEK
	Jon W. Gacek
	Chief Operating Officer, Chief Financial Officer
	and Executive Vice President

Dated: November 5, 2010

QUANTUM CORPORATION
EXHIBIT INDEX

			Incorporated by Reference
Exhibit
Number		Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
	3.1	Amended and Restated Certificate of Incorporation of Registrant.	8-K	001-13449	3.1	August 16, 2007

	3.2	Amended and Restated Bylaws of Registrant, as amended.	8-K	001-13449	3.1	December 5, 2008

	3.3	Certification of Amendment to the Bylaws of Quantum Corporation, as adopted on January 20, 2010.	8-K	001-13449	3.1	January 26, 2010

	10.1	Termination Agreement and General Release between Quantum Corporation and Gerald G. Lopatin, dated July 21, 2010.*	8-K	001-13449	10.1	July 23, 2010

	10.2	Amendment No. 2 to Senior Secured Credit Agreement. ‡	8-K	001-13449	10.1	October 26, 2010

	31.1	Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. ‡

	31.2	Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. ‡

	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. †

	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. †

*		Indicates management contract or compensatory plan, contract or arrangement.

‡		Filed herewith.

†		Furnished herewith.