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QUANTUM CORP /DE/ - Quarter Report: 2021 December (Form 10-Q)

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

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
or
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 001-13449

qtm-20211231_g1.jpg
Quantum Corporation
(Exact name of registrant as specified in its charter)
Delaware94-2665054
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
224 Airport ParkwaySuite 550
San JoseCA95110
(Address of Principal Executive Offices)(Zip Code)

(408)944-4000
Registrant's telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareQMCONasdaq Global Market




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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.
x
Yes
 ¨
 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
x
Yes
 ¨
 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
x
Non-accelerated filer  
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
x
 No
As of the close of business on February 4, 2022, there were 60,115,450 shares of Quantum Corporation’s common stock issued and outstanding.


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QUANTUM CORPORATION
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended December 31, 2021

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Page
Item 1.       
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 6.



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As used in this Quarterly Report on Form 10-Q, the terms "Quantum," "we," "us," and "our" refer to Quantum Corporation and its subsidiaries taken as a whole, unless otherwise noted or unless the context indicates otherwise.

Note Regarding Forward-Looking Statements

This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding COVID-19's anticipated impacts on our business, our future operating results and financial position, our business strategy and plans, our market growth and trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under Part II, Item 1A. Moreover, we operate in a competitive and changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. We do not intend to update any of these forward-looking statements for any reason after the date of this report or to conform these statements to actual results or revised expectations, except as required by law.



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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

QUANTUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts, unaudited)
December 31, 2021March 31, 2021
Assets
Current assets:
Cash and cash equivalents$4,004 $27,430 
Restricted cash331 707 
Accounts receivable, net of allowance for doubtful accounts of $347 and $406
66,070 73,102 
Manufacturing inventories33,912 24,467 
Service parts inventories22,532 23,421 
Other current assets14,082 6,939 
Total current assets140,931 156,066 
Property and equipment, net 13,020 10,051 
Intangible assets, net 10,738 5,037 
Goodwill 10,262 3,466 
Restricted cash— 5,000 
Right-of-use assets, net3,483 9,383 
Other long-term assets9,202 5,921 
Total assets$187,636 $194,924 
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable$42,041 $35,245 
Deferred revenue78,115 84,027 
Accrued restructuring charges597 580 
Long-term debt, current portion3,750 1,850 
Accrued compensation16,193 19,214 
Other accrued liabilities15,451 18,174 
Total current liabilities156,147 159,090 
Deferred revenue41,190 36,126 
Long-term debt, net of current portion97,928 90,890 
Operating lease liabilities2,714 8,005 
Other long-term liabilities12,440 13,058 
Total liabilities310,419 307,169 
Commitments and contingencies (Note 10)
Stockholders' deficit
Preferred stock, 20,000 shares authorized; no shares issued and outstanding
— — 
Common stock, $0.01 par value; 125,000 shares authorized; 59,816 and 56,915 shares issued and outstanding
599 570 
Additional paid-in capital640,839 626,664 
Accumulated deficit(763,089)(738,623)
Accumulated other comprehensive loss(1,132)(856)
Total stockholders’ deficit(122,783)(112,245)
Total liabilities and stockholders’ deficit$187,636 $194,924 
See accompanying Notes to Condensed Consolidated Financial Statements.


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QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts, unaudited)

Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Revenue:
   Product$58,522 $63,021 $165,308 $153,557 
   Service33,162 31,169 100,352 93,049 
   Royalty3,660 3,833 11,963 10,543 
      Total revenue95,344 98,023 277,623 257,149 
Cost of revenue:
   Product45,118 43,311 124,982 108,691 
   Service15,016 12,433 41,764 36,593 
      Total cost of revenue60,134 55,744 166,746 145,284 
Gross profit35,210 42,279 110,877 111,865 
Operating expenses:
   Research and development14,607 9,589 38,287 29,983 
   Sales and marketing16,714 15,294 46,128 40,019 
   General and administrative10,538 11,103 33,830 32,928 
   Restructuring charges576 200 850 2,837 
      Total operating expenses42,435 36,186 119,095 105,767 
Income (loss) from operations(7,225)6,093 (8,218)6,098 
Other expense, net(150)(698)(223)(1,395)
Interest expense(2,431)(7,808)(9,387)(21,823)
Loss on debt extinguishment, net— — (4,960)— 
Net loss before income taxes(9,806)(2,413)(22,788)(17,120)
Income tax provision1,254 256 1,678 877 
Net loss$(11,060)$(2,669)$(24,466)$(17,997)
Net loss per share - basic and diluted$(0.19)$(0.07)$(0.42)$(0.45)
Weighted average shares - basic and diluted59,486 40,927 58,399 40,374 
Net loss$(11,060)$(2,669)$(24,466)$(17,997)
Foreign currency translation adjustments, net(37)975 (276)1,984 
Total comprehensive loss$(11,097)$(1,694)$(24,742)$(16,013)
See accompanying Notes to Condensed Consolidated Financial Statements.
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QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Nine Months Ended December 31,
20212020
Operating activities
Net loss$(24,466)$(17,997)
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization6,795 3,898 
Amortization of debt issuance costs1,981 4,906 
Long-term debt related costs— 167 
Provision for product and service inventories4,016 4,764 
Stock-based compensation10,580 6,428 
Paycheck Protection Program loan forgiveness(10,000)— 
Non-cash loss on debt extinguishment8,471 — 
Other282 2,113 
Changes in assets and liabilities:
Accounts receivable, net7,008 1,342 
Manufacturing inventories(10,672)(7,732)
Service parts inventories(2,281)(4,559)
Accounts payable 5,369 (7,022)
Accrued restructuring charges17 210 
Accrued compensation(3,021)4,268 
Deferred revenue(8,598)(9,727)
Other current assets(7,047)846 
Other non-current assets(1,148)133 
Other current liabilities(3,350)(2,432)
Other non-current liabilities(617)130 
Net cash used in operating activities(26,681)(20,264)
Investing activities
Purchases of property and equipment(3,971)(4,665)
Business acquisition, net of cash acquired(7,808)(2,636)
Net cash used in investing activities(11,779)(7,301)
Financing activities
Borrowings of long-term debt, net of debt issuance costs94,961 19,400 
Repayments of long-term debt(93,677)— 
Borrowings of credit facility207,563 232,663 
Repayments of credit facility(200,007)(229,847)
Borrowings of payment protection program— 10,000 
Proceeds from issuance of common stock806 539 
Net cash provided by financing activities9,646 32,755 
Effect of exchange rate changes on cash, cash equivalents and restricted cash12 (62)
Net change in cash, cash equivalents and restricted cash (28,802)5,128 
Cash, cash equivalents, and restricted cash at beginning of period33,137 12,270 
Cash, cash equivalents, and restricted cash at end of period $4,335 $17,398 
Cash, Cash Equivalents and Restricted Cash at end of period
Cash and cash equivalents$4,004 $11,632 
Restricted cash, current331 766 
Restricted cash, long-term— 5,000 
Cash, cash equivalents and restricted cash at the end of period$4,335 $17,398 
Supplemental disclosure of cash flow information
      Cash paid for interest$7,180 $19,992 
      Cash paid (received) for income taxes, net$541 $(2,464)
   Non-cash transactions
      Purchases of property and equipment included in accounts payable $1,148 $67 
      Purchases of property and equipment included in accrued liabilities$1,212 $1,255 
      Transfer of inventory to property and equipment$382 $372 
See accompanying Notes to Condensed Consolidated Financial Statements.
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QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(in thousands, unaudited)

Common StockAdditional
Paid-in Capital
Accumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders' Deficit
Three Months EndedSharesAmount
Balance, September 30, 202040,740 $408 $522,357 $(718,492)$(513)$(196,240)
Net loss— — — (2,669)— (2,669)
Foreign currency translation adjustments, net— — — — 975 975 
Shares issued under employee stock purchase plan453 (5)— — — 
Shares issued under employee incentive plans, net361 2,077 — — 2,080 
Stock-based compensation— — 1,878 — — 1,878 
Balance, December 31, 202041,554 $416 $526,307 $(721,161)$462 $(193,976)
Balance, September 30, 202159,272 $593 $636,538 $(752,029)$(1,095)$(115,993)
Net loss— — — (11,060)— (11,060)
Foreign currency translation adjustments, net— — — — (37)(37)
Shares issued under employee stock purchase plan— — — — — — 
Shares issued under employee incentive plans, net183 (2)— — — 
Shares issued in connection with business acquisition361 (4)— — — 
Stock-based compensation— — 4,307 — — 4,307 
Balance, December 31, 2021 59,816 $599 $640,839 $(763,089)$(1,132)$(122,783)
See accompanying Notes to Condensed Consolidated Financial Statements.

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Common StockAdditional
Paid-in Capital
Accumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Deficit
Nine Months EndedSharesAmount
Balance, March 31, 202039,905 $399 $505,762 $(703,164)$(1,522)$(198,525)
Net loss— — — (17,997)— (17,997)
Foreign currency translation adjustments, net— — — — 1,984 1,984 
Shares issued under employee stock purchase plan133 537 — — 539 
Shares issued under employee incentive plans, net1,155 12 (12)— — — 
Shares issued in connection with business acquisition361 2,077 — — 2,080 
Warrants issued related to long-term debt— — 11,515 — — 11,515 
Stock-based compensation— — 6,428 — — 6,428 
Balance, December 31, 2020
41,554 $416 $526,307 $(721,161)$462 $(193,976)
Balance, March 31, 202156,915 $570 $626,664 $(738,623)$(856)$(112,245)
Net loss— — — (24,466)— (24,466)
Foreign currency translation adjustments, net— — — — (276)(276)
Shares issued under employee stock purchase plan145 805 — — 806 
Shares issued under employee incentive plans, net1,935 19 (19)— — — 
Shares issued in connection with business acquisition821 2,809 — — 2,818 
Stock-based compensation— — 10,580 — — 10,580 
Balance, December 31, 2021
59,816 $599 $640,839 $(763,089)$(1,132)$(122,783)
See accompanying Notes to Condensed Consolidated Financial Statements.







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INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page
Note 1:
Note 2:
Note 3:
Note 4:
Note 5:
Note 6:
Note 7:
Note 8:
Note 9:
Note 10:
Note 11:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business

Quantum Corporation, together with its consolidated subsidiaries (“Quantum” or the “Company”), is a technology company whose mission is to deliver innovative solutions to organizations around the world. We design, manufacture and sell technology and services that help customers capture, create and share digital content, and protect it for decades. We emphasize innovative technology in the design and manufacture of our products to help our customers unlock the value in their video and unstructured data in new ways to solve their most pressing business challenges.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. All intercompany balances and transactions have been eliminated. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included within the Company's most recent Annual Report on Form 10-K.

The unaudited consolidated interim financial statements reflect all adjustments, consisting only of normal and recurring items, necessary to present fairly our financial position as of December 31, 2021, the results of operations and comprehensive loss, statements of cash flows, and changes in stockholder's deficit for the three and nine months ended December 31, 2021 and 2020. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Use of Estimates

Company management has made estimates and assumptions relating to the reporting of certain assets and liabilities in conformity with GAAP. These estimates and assumptions have been applied using methodologies that are consistent throughout the periods presented with consideration given to the potential impacts of the COVID-19 pandemic. However, actual results could differ materially from these estimates and be significantly affected by the severity and duration of the pandemic, the extent of actions to contain or treat COVID-19, how quickly and to what extent normal economic and operating activity can resume, and the severity and duration of the global economic downturn that may result from the pandemic.

Recent Accounting Pronouncements Not Yet Adopted

In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update will be effective for the Company for the fiscal year beginning April 1, 2023. Early adoption is permitted including adoption in interim periods. The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures.




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NOTE 2: REVENUE

Based on how the Company manages its business, the Company has determined that it currently operates in one reportable segment. The Company operates in three geographic regions: (a) Americas; (b) Europe, Middle East and Africa (“EMEA”); and (c) Asia Pacific (“APAC”). Revenue by geography is based on the location of the customer from which the revenue is earned.

In the following table, revenue is disaggregated by major product offering and geographies (in thousands):
 Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Americas1
   Primary storage systems$8,768 $18,755 $27,228 $42,547 
   Secondary storage systems15,060 11,124 43,946 29,117 
   Device and media7,737 5,347 19,527 17,777 
   Service19,470 18,913 61,003 56,907 
Total revenue51,035 54,139 151,704 146,348 
EMEA
   Primary storage systems3,305 3,680 10,325 8,774 
   Secondary storage systems10,377 10,113 27,856 23,081 
   Device and media5,125 5,900 15,018 14,668 
   Service11,606 10,339 33,454 30,380 
Total revenue30,413 30,032 86,653 76,903 
APAC
   Primary storage systems1,718 1,219 4,234 3,157 
   Secondary storage systems5,193 4,074 13,291 10,507 
   Device and media1,239 2,809 3,883 3,929 
   Service2,086 1,917 5,895 5,762 
Total revenue10,236 10,019 27,303 23,355 
Consolidated
   Primary storage systems13,791 23,654 41,787 54,478 
   Secondary storage systems30,630 25,311 85,093 62,705 
   Device and media14,101 14,056 38,428 36,374 
   Service33,162 31,169 100,352 93,049 
   Royalty2
3,660 3,833 11,963 10,543 
Total revenue$95,344 $98,023 $277,623 $257,149 

1 Revenue for Americas geographic region outside of the United States is not significant.
2 Royalty revenue is not allocable to geographic regions.


Contract Balances

The following table presents the Company’s contract liabilities and certain information related to this balance as of and for the nine months ended December 31, 2021 (in thousands): 
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December 31, 2021
Contract liabilities (deferred revenue)$119,305 
Revenue recognized in the period from amounts included in contract liabilities at the beginning of the period72,383 

Remaining Performance Obligations

Remaining performance obligations consisted of the following (in thousands):
CurrentNon-CurrentTotal
As of December 31, 2021
$102,726 $43,276 $146,002 

The Company's non-current remaining performance obligations are expected to be recognized in the next 13 to 60 months.



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NOTE 3: BUSINESS COMBINATION
Pivot3
On July 20, 2021, the Company purchased specified assets related to the video surveillance business of PV3 (an ABC) LLC, a Delaware limited liability company as assignee for the benefit of Pivot3, Inc., a Delaware corporation (“Pivot 3”). The transaction costs associated with the acquisition were not material and were expensed as incurred. Goodwill generated from this acquisition is primarily attributable to the expected post-acquisition synergies from integrating Pivot3's video surveillance portfolio and assets with our platform to expand our video surveillance portfolio with hardware and software offerings that will be offered under the Quantum VS-Series portfolio. Goodwill obtained in an asset acquisition is deductible for tax purposes.

The total purchase consideration for the acquisition of Pivot3 was $7.8 million, which consisted of the following (in thousands):
Cash $5,000 
Fair value of stock consideration2,818 
   Total$7,818 
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of the acquisition (in thousands):
AmountEstimated Useful Life
Goodwill$6,796 
Identified intangible assets: 
   Developed technology1,700 2 years
   Customer lists3,700 4 years
Property, plant and equipment4,300 3 years
Net liabilities assumed(8,678)
   Total$7,818 
Pivot 3 has also agreed to license to the Company certain intellectual property rights related to the business. The historical results of operations for Pivot 3 were not significant to the Company's consolidated results of operations for the periods presented.

EnCloudEn
On October 1, 2021 the Company acquired all intellectual property rights and certain other assets of EnCloudEn, an early stage hyperconverged infrastructure software company. The transaction costs associated with the acquisition were not material and were expensed as incurred. The total purchase consideration for the acquisition was $2.8 million with $2.6 million paid at closing and an additional $0.2 million paid in two equal quarterly installments after closing. The fair value of the assets acquired was allocated to developed technology with an estimate useful life of three years.



NOTE 4: BALANCE SHEET INFORMATION
Certain significant amounts included in the Company's consolidated balance sheets consist of the following (in thousands):

Manufacturing inventories
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December 31, 2021March 31, 2021
   Finished goods:
      Manufactured finished goods $13,111 $12,452 
      Distributor inventory170 238 
         Total finished goods13,281 12,690 
   Work in progress2,820 2,074 
   Raw materials17,811 9,703 
Total manufacturing inventories$33,912 $24,467 

Service parts inventories
December 31, 2021March 31, 2021
   Finished goods$17,389 $18,773 
   Component parts5,143 4,648 
Total service parts inventories$22,532 $23,421 

Intangibles, net
December 31, 2021March 31, 2021
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
   Developed technology$9,208 $(2,293)$6,915 $4,700 $(473)$4,227 
   Customer lists4,600 (777)3,823 900 (90)810 
Intangible assets, net$13,808 $(3,070)$10,738 $5,600 $(563)$5,037 

Intangible assets amortization expense was $1.2 million and $0.1 for the three months ended December 31, 2021 and 2020, respectively, and $2.5 million and $0.1 for the nine months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the remaining weighted-average amortization period for definite-lived intangible assets was approximately 2.6 years.

As of December 31, 2021, the future expected amortization expense for intangible assets is as follows (in thousands):

Fiscal year ending Estimated future amortization expense
Remainder of 2022$1,129 
20234,568 
20243,417 
Thereafter1,624 
Total$10,738 


Goodwill
Amount
Balance at March 31, 2021$3,466 
Goodwill acquired6,796 
Balance at December 31, 2021
$10,262 



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NOTE 5: LONG-TERM DEBT
The Company’s long-term debt consisted of the following (in thousands):
 December 31, 2021March 31, 2021
Term Loan$98,750 $— 
Senior Secured Term Loan— 92,426 
PNC Credit Facility7,556 — 
Paycheck Protection Program Loan— 10,000 
Less: current portion(3,750)(1,850)
Less: unamortized debt issuance costs (1)
(4,628)(9,686)
Long-term debt, net$97,928 $90,890 
(1) The unamortized debt issuance costs related to the Senior Secured Term Loan and the Term Loan are presented as a reduction of the carrying amount of the corresponding debt balance on the accompanying condensed consolidated balance sheets. Unamortized debt issuance costs related to the PNC Credit Facility are presented within other assets on the accompanying condensed consolidated balance sheets.

On December 27, 2018, the Company entered into a senior secured term loan to borrow an aggregate of $165.0 million (the “Senior Secured Term Loan”). In connection with the Senior Secured Term Loan, the Company amended its existing revolving credit facility (the “PNC Credit Facility”) with PNC Bank, National Association (“PNC”) (the PNC Credit Facility together with the Senior Secured Term Loan, the “December 2018 Credit Agreements”) providing for borrowings up to a maximum principal amount of the lesser of: (a) $45.0 million or (b) the amount of the borrowing base, as defined in the PNC Credit Facility agreement (the “PNC Credit Agreement”).

On June 16, 2020, the Company entered into amendments to the December 2018 Credit Agreements, which, among other things, provided an additional borrowing of $20.0 million.

In connection with the June 2020 Amendment, the Company issued to the lenders warrants (the “2020 Term Loan Warrants”) to purchase 3,400,000 shares of the Company’s common stock, at an exercise price of $3.00 per share. The exercise price and the number of shares underlying the 2020 Term Loan Warrants are subject to adjustment in the event of specified events, including dilutive issuances of common stock linked equity instruments at a price lower than the exercise price of the warrants, a subdivision or combination of the Company’s common stock, a reclassification of the Company’s common stock or specified dividend payments. The 2020 Term Loan Warrants are exercisable until June 16, 2030. Upon exercise, the aggregate exercise price may be paid, at each warrant holder’s election, in cash or on a net issuance basis, based upon the fair market value of the Company’s common stock at the time of exercise.

On August 5, 2021, the Company entered into a senior secured term loan to borrow an aggregate of $100.0 million (the “Term Loan”). A portion of the proceeds were used to repay in full all outstanding borrowings under the Senior Secured Term Loan. Borrowings under the Term Loan mature on August 5, 2026. Principal is payable at a rate per annum equal to (a) 2.5% of the original principal balance thereof during the first year following the closing date of the Term Loan and (b) 5% of the original principal balance thereof thereafter. Principal and interest payments are payable on a quarterly basis. The Company incurred $5.1 million in costs related to the Term Loan. These debt issuance costs are reflected as a reduction of the carrying amount of the Term Loan and are being recognized as interest expense over the term of the Term Loan.
The Company recorded a loss on debt extinguishment of $15.0 million related to the repayment of the Senior Secured Term Loan which was comprised of $6.4 million in prepayment penalties, $0.1 million in legal fees, and the write-off of unamortized debt issuance costs of $8.4 million.

Loans under the Term Loan designated as “Prime Rate Loans” will bear interest at a rate per annum equal to the greatest of (i) 1.75%, (ii) the Federal funds rate plus 0.50%, (iii) the LIBOR Rate based upon an interest period of one month plus 1.0%, and (iv) the “Prime Rate” last quoted by the Wall Street Journal, plus an applicable margin of 5.00%. Loans designated as “LIBOR Rate Loans” will bear interest at a rate per annum equal to the LIBOR Rate plus an applicable margin of 6.00%. The “LIBOR Rate” is subject to a floor of 0.75%. The Company can designate a loan as a Prime Rate Loan or LIBOR Rate Loan in its discretion.

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The Term Loan credit agreement (the “Term Loan Credit Agreement” and, together with the PNC Credit Agreement, the “Credit Agreements”) contains certain covenants, including requirements to prepay the Term Loan in an amount equal to (i) 100% of the net cash proceeds from certain asset dispositions, extraordinary receipts, debt issuances and equity issuances, subject to certain reinvestment rights and other exceptions and (ii) 75% of certain excess cash flow of the Company and its subsidiaries beginning in the fiscal year ended March 31, 2023, subject to certain exceptions, including reductions to the percentage of such excess cash flow that is required to prepay the loans to 50% and 0%, based on the Company’s applicable total net leverage ratio. Amounts outstanding under the Term Loan may become due and payable upon the occurrence of specified events, which among other things include (subject to certain exceptions and cure periods): (i) failure to pay principal, interest, or any fees when due; (ii) breach of any representation or warranty, covenant, or other agreement in the Term Loan and other related loan documents; (iii) the occurrence of a bankruptcy or insolvency proceeding with respect to the Company or certain of its subsidiaries; (iv) any “Event of Default” with respect to other indebtedness involving an aggregate amount of $3,000,000 or more; (v) any lien created by the Term Loan or any related security documents ceasing to be valid and perfected; (vi) the Term Loan Credit Agreement or any related security documents or guarantees ceasing to be legal, valid, and binding upon the parties thereto; or (vii) a change of control shall occur. Additionally, the Term Loan contains financial covenants relating to minimum liquidity and total net leverage.

On September 30, 2021, the Company amended the PNC Credit Facility. The amendment, among other things (a) extended the maturity date to August 5, 2026; (b) reduced the principal amount of the revolving commitments to a maximum amount equal to the lesser of: (i) $30.0 million or (ii) the amount of the borrowing base, as defined in the PNC Credit agreement;(c) replaced existing debt covenants with net leverage ratio, minimum liquidity and fixed charges coverage ratio covenants; and, (d) removed the requirement to maintain a $5.0 million restricted cash reserve with PNC.

The interest rate under the PNC Credit Facility is 2.25% per annum for LIBOR Rate Loans and 1.25% per annum for Domestic Rate Loans and Swing Loans through December 31, 2021, and effective as of January 1, 2022 on the first day of each fiscal quarter ending thereafter (the “Applicable Margin Adjustment Date”), between 1.75% and 2.25% per annum for LIBOR Rate Loans and between 0.75% and 1.25% per annum for Domestic Rate Loans and Swing Loans, based on the percentage of Average Undrawn Availability (as defined in the PNC Credit Agreement) for the most recently completed fiscal quarter prior to the Applicable Margin Adjustment Date (the “Applicable Interest Rate”).

With respect to any LIBOR Rate Loan, the Company has agreed to pay affiliates of certain Term Loan lenders a fee equal to a percentage per annum equal to the sum of (x) 6.00%, minus (y) the Applicable Interest Rate, plus (z) if the LIBOR Rate applicable to such interest payment is less than 0.75%, (i) 0.75% minus (ii) such LIBOR Rate. With respect to any Domestic Rate Loan or Swing Loan, the Company has agreed to pay an affiliate of Blue Torch a fee equal to a percentage per annum equal to the sum of (x) 5.00%, minus (y) the Applicable Interest Rate, plus (z) if the Alternative Base Rate applicable to such interest payment is less than 1.00%, (i) 1.00% minus (ii) such Alternative Base Rate. If on the last day of any calendar quarter, the average “Usage Amount” during such calendar quarter does not equal the “Maximum Revolving Advance Amount” (as such terms are defined in the PNC Credit Facility), then the Company has agreed to pay affiliates of certain Term Loan lenders a fee at a rate per annum equal to 1.00% minus a fee percentage between 0.25% to 0.375% on the amount by which the Maximum Revolving Advance Amount exceeds such average Usage Amount.

As of December 31, 2021, the interest rates on the Term Loan was 6.75% and the interest rate on the PNC Credit Facility was 4.50%. The PNC Credit Facility had a borrowing base of $15.1 million, of which $7.6 million was available at that date. As of March 31, 2021, the Company was required to maintain a $5.0 million restricted cash reserve as part of the PNC Credit Facility, which was presented as long-term restricted cash within the accompanying condensed consolidated balance sheet as of March 31, 2021. The September 30, 2021 amendment to the PNC Credit Facility removed the restricted cash reserve requirement.

Paycheck Protection Program Loan

On April 13, 2020, the Company entered into a Paycheck Protection Program Term Loan (“PPP Loan”) effective April 11, 2020 with PNC in an aggregate principal amount of $10.0 million pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. In July 2021, the Company received notice from PNC that the PPP Loan and related accrued interest was approved for forgiveness in full by the U.S. Small Business Administration (the “SBA”). The Company recorded the amount forgiven as gain on debt extinguishment of $10.0 million in nine months ended December 31, 2021.

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NOTE 6: LEASES
Supplemental balance sheet information related to leases is as follows (in thousands):
Operating leasesDecember 31, 2021March 31, 2021
Operating lease right-of-use asset$3,483 $9,383 
Other accrued liabilities1,141 2,581 
Operating lease liability2,714 8,005 
   Total operating lease liabilities$3,855 $10,586 


Components of lease cost were as follows (in thousands):
Three Months Ended December 31,Nine Months Ended December 31,
Lease Cost2021202020212020
Operating lease cost  $3,016 $1,018 $5,145 $3,688 
Variable lease cost  527 198 877 620 
Short-term lease cost  17 37 17 129 
Total lease cost  $3,560 $1,253 $6,039 $4,437 

Maturity of Lease LiabilitiesOperating Leases
   2022, excluding the nine months ended December 31, 2021
$451 
   20231,449 
   20241,228 
   2025918 
   2026444 
   Thereafter460 
Total lease payments$4,950 
Less: imputed interest(1,095)
Present value of lease liabilities$3,855 



Lease Term and Discount RateDecember 31, 2021March 31, 2021
Weighted average remaining operating lease term (years)3.634.53
Weighted average discount rate for operating leases13.16 %13.96 %

Operating cash outflows related to operating leases totaled $3.1 million and $4.4 million for the nine months ended December 31, 2021 and 2020, respectively.

During the quarter ended December 31, 2021, the Company exited an office location which resulted in a reduction of $3.8 million in the right-of-use asset and $3.7 million in the operating lease liability.


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NOTE 7: RESTRUCTURING CHARGES
The following table summarizes the restructuring activities for the nine months ended December 31, 2021 and 2020 (in thousands):

 Severance and Benefits
Balance as of March 31, 2021$580 
   Restructuring costs 850
   Adjustments to prior estimates(28)
   Cash payments (785)
   Other non-cash(20)
Balance as of December 31, 2021
 $597 
Balance as of March 31, 2020 $— 
   Restructuring costs 2,837 
   Cash payments (2,627)
Balance as of December 31, 2020
 $210 



NOTE 8: NET LOSS PER SHARE
The following outstanding stock-based instruments which are comprised of performance share units, restricted stock units, and warrants were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands):

Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
8,802 8,311 9,811 7,557 

The dilutive impact related to common stock from restricted stock units and warrants is determined by applying the treasury stock method to the assumed vesting of outstanding restricted stock units and the exercise of outstanding warrants. The dilutive impact related to common stock from contingently issuable performance share units is determined by applying a two-step approach using both the contingently issuable share guidance and the treasury stock method.

For the three and nine months ended December 31, 2021 there were 0.2 million contingently issuable market based restricted stock units excluded from the calculation of diluted net loss per share as their market conditions had not yet been achieved. For the three and nine months ended December 31, 2020 there were 1.5 million and 0.4 million of contingently issuable market based and performance based restricted stock units excluded from the calculation of diluted net income (loss) per share as their market and performance conditions had not yet been achieved. These shares will be earned based on the Company’s achievement of certain average stock price and performance targets in addition to a time-based vesting period.


NOTE 9: INCOME TAXES
The effective tax rate for the three and nine months ended December 31, 2021 and 2020 was (12.6)% and (7.3)% and (10.6)% and (5.1)%, respectively. The effective tax rates differed from the federal statutory tax rate of 21% during each of these periods due primarily to unbenefited losses experienced in jurisdictions with valuation allowances on deferred tax assets as well as the forecasted mix of earnings in domestic and international jurisdictions.

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As of December 31, 2021, including interest and penalties, the Company had $109.2 million of unrecognized tax benefits, $90.6 million of which, if recognized, would favorably affect the effective tax rate without consideration of the valuation allowance. As of December 31, 2021 the Company had accrued interest and penalties related to these unrecognized tax benefits of $1.4 million. The Company recognizes interest and penalties related to income tax matters in the income tax provision in the condensed consolidated statements of operations. As of December 31, 2021, $101.4 million of unrecognized tax benefits were recorded as a contra deferred tax asset in other long-term assets in the condensed consolidated balance sheets and $7.8 million (including interest and penalties) were recorded in other long-term liabilities in the condensed consolidated balance sheets. During the next 12 months, it is reasonably possible that approximately $14.0 million of tax benefits, inclusive of interest and penalties, that are currently unrecognized could be recognized as a result of the expiration of applicable statutes of limitations.


NOTE 10: COMMITMENTS AND CONTINGENCIES
Commitments to Purchase Inventory
The Company uses contract manufacturers for its manufacturing operations. Under these arrangements, the contract manufacturer procures inventory to manufacture products based upon the Company’s forecast of customer demand. The Company has similar arrangements with certain other suppliers. The Company is responsible for the financial impact on the supplier or contract manufacturer of any reduction or product mix shift in the forecast relative to materials that the third party had already purchased under a prior forecast. Such a variance in forecasted demand could require a cash payment for inventory in excess of current customer demand or for costs of excess or obsolete inventory. As of December 31, 2021, the Company had issued non-cancelable commitments for $66.3 million to purchase inventory from its contract manufacturers and suppliers.


Legal Proceedings
On July 22, 2016, Realtime Data LLC d/b/a IXO (“Realtime Data”) filed a patent infringement lawsuit against the Company in the U.S. District Court for the Eastern District of Texas, alleging infringement of U.S. Patents Nos. 7,161,506, 7,378,992, 7,415,530, 8,643,513, 9,054,728, and 9,116,908. The lawsuit has been transferred to the U.S. District Court for the Northern District of California for further proceedings. Realtime Data asserts that the Company has incorporated Realtime Data’s patented technology into its compression products and services. Realtime Data seeks unspecified monetary damages and other relief that the Court deems appropriate. On July 31, 2017, the District Court stayed proceedings in this litigation pending the outcome of Inter Partes Review proceedings before the Patent Trial and Appeal Board relating to the Realtime patents. In those proceedings, the asserted claims of the ’506 patent, the ’992 patent, and the ’513 patent were found unpatentable. In addition, on July 19, 2019, the United States District Court for the District of Delaware issued a decision finding that all claims of the ’728 patent, the ’530 patent, and the ’908 patent are not eligible for patent protection under 35 U.S.C. § 101 (the “Delaware Action”). On appeal, the Federal Circuit vacated the decision in the Delaware Action and remanded for the Court to “elaborate on its ruling.” The case pending against Quantum in the Northern District of California remains stayed pending the final outcome in the Delaware Action. On May 4, 2021, the Court in the Delaware Action reaffirmed its earlier ruling and granted defendants’ motions to dismiss under Section 101. The Court also granted Realtime Data fourteen days to file amended complaints in the Delaware Action where they sought leave to do so. On May 19, 2021, Realtime Data filed amended complaints including revised bases for claims of infringement of the same patents. On June 29, 2021, defendants in the Delaware Action filed a renewed motion to dismiss under Section 101. Realtime Data filed its opposition to the motion to dismiss on July 13, 2021. On August 23, 2021, the Court again reaffirmed its earlier ruling and granted defendants’ motions to dismiss under Section 101. Realtime Data has appealed that decision to the Federal Circuit. Quantum believes the probability that this lawsuit will have a material adverse effect on our business, operating results or financial condition is remote. On September 7, 2021, the case against Quantum in the Northern District of California was stayed pending the outcome of Realtime Data’s appeal in the Delaware Action. Quantum believes the probability that this lawsuit will have a material adverse effect on our business, operating results or financial condition is remote.

On July 14, 2020, Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd., Starboard Value and Opportunity S LLC, and Starboard Value and Opportunity C LP (collectively, “Starboard”) filed a lawsuit against Quantum, Quantum’s former CEO and board member Jon Gacek, and former Quantum board member Paul Auvil in the California Superior Court in Santa Clara County. The complaint alleges that between 2012 and 2014, Starboard purchased a large number of shares of Quantum’s common stock, obtained three seats on Quantum’s board of directors and then, in July 2014, entered into an agreement with Quantum whereby Starboard would not seek
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control of Quantum’s board but would instead support Quantum’s slate of board nominees so long as Quantum met certain performance objectives by the end of fiscal 2015. The complaint further alleges that Quantum hid its failure to meet those performance objectives by improperly recognizing revenue in fiscal 2015. Mr. Gacek resigned from the board effective May 1, 2017, and as CEO effective November 7, 2017; Mr. Auvil resigned from the board effective November 8, 2017. The complaint’s accounting allegations largely repeat allegations made in now-concluded shareholder class actions, shareholder derivative actions and an SEC investigation, the settlement of which Quantum previously reported in the Company’s Form 10-Q filed with the SEC on January 29, 2020 and Form 10-K filed with the SEC on August 6, 2019 (among other SEC filings). On September 14, 2020, defendants filed a motion to dismiss the California action on grounds of forum non conveniens and the mandatory Delaware forum selection clauses set forth in the contracts between Starboard and Quantum. On November 19, 2020, Starboard filed a first amended complaint in which Quantum was not named as a defendant, in effect dismissing Quantum from the California action. On January 8, 2021, Messrs. Gacek and Auvil moved to dismiss the amended complaint in California on grounds of forum non conveniens and the mandatory Delaware forum selection clauses set forth in the contracts between Starboard and Quantum. On March 11, 2021, the California Superior Court stayed the California action. A further status conference in that action is set for March 10, 2022.

On April 14, 2021, Starboard filed a new action in the Delaware Court of Chancery, naming as defendants Messrs. Gacek and Auvil and Quantum. The new action largely repeats the allegations of the California action, alleging claims for fraud against all defendants, fraudulent concealment against all defendants, negligent misrepresentation against all defendants, breach of contract against Quantum, breach of the implied covenant of good faith and fair dealing against Quantum, and breach of fiduciary duty against Messrs. Gacek and Auvil. The complaint prays for unspecified damages in an amount to be determined at trial, costs and attorneys’ fees, and any other relief deemed just or appropriate by the court. On May 10, 2021, Quantum filed a motion to dismiss this Delaware action, as did Messrs. Gacek and Auvil. Briefing on the motions ended July 26, 2021. The Court held oral argument on the motions on November 1, 2021 and on January 28, 2022, the Court granted the motions to dismiss the breach of fiduciary duty claims against Messrs. Gacek and Auvil and denied the motions to dismiss the remaining claims. At this time, Quantum is unable to estimate the range of possible outcomes with respect to this matter.

Other Commitments
Additionally, from time to time, the Company is a party to various legal proceedings and claims arising from the normal course of business activities. Based on current available information, the Company does not expect that the ultimate outcome of any of these other currently pending unresolved matters, individually or in the aggregate, will have a material adverse effect on the Company’s results of operations, cash flows or financial position.



NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s assets, measured and recorded at fair value on a recurring basis, may consist of money market funds which are included in cash and cash equivalents in the Condensed Consolidated Balance Sheets and are valued using quoted market prices (level 1 fair value measurements) at the respective balance sheet dates.

No impairment charges were recognized for non-financial assets in the nine months ended December 31, 2021 and 2020. The Company has no non-financial liabilities measured and recorded at fair value on a non-recurring basis.


Long-term Debt

The table below represents the carrying value and total estimated fair value of long-term debt as of December 31, 2021 and 2020. The fair value has been classified as Level 2 within the fair value hierarchy.

December 31,
20212020
Carrying ValueFair ValueCarrying ValueFair Value
Term Loan$98,750 $98,750 $185,208 $188,471 
PNC Credit Facility7,556 7,556 5,960 5,289 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements, the accompanying notes, and other information included in this Quarterly Report and our Annual Report on Form 10-K for the year ended March 31, 2021. In particular, the disclosure contained in Part I, Item 1A in our Annual Report on form 10-K, as updated by Part II, Item 1A in this Quarterly Report, may reflect trends, demands, commitments, events, or uncertainties that could materially impact our results of operations and liquidity and capital resources.
The following discussion contains forward-looking statements, such as statements regarding COVID-19's anticipated impacts on our business, our future operating results and financial position, our business strategy and plans, and our objectives for future operations. Please see "Note Regarding Forward-Looking Statements" for more information about relying on these forward-looking statements.

OVERVIEW
We are a technology company whose mission is to deliver innovative solutions to organizations across the world. We design, manufacture and sell technology and services that help customers capture, create and share digital content, and protect it for decades. We emphasize innovative technology in the design and manufacture of our products to help our customers unlock the value in their video and unstructured data in new ways to solve their most pressing business challenges.

We generate revenue by designing, manufacturing, and selling technology and services. Our most significant expenses are related to compensating employees; designing, manufacturing, marketing, and selling our products and services; data center costs in support of our cloud-based services; interest associated with our long term debt and income taxes.

Highlights from third quarter of fiscal year 2022 included:

Revenue increased 2% sequentially to $95.3 million and 8% year to date compared to the prior year to $277.6 million.
We completed the EnCloudEn assets acquisition which will enable us to expand the addressable market for our video surveillance portfolio, offering customers a solution using their server hardware of choice with a flexible subscription-based software model.
We announced a new collaboration and Remote Editing Solution for Adobe Premiere Pro Users.
We announced a partnership with IBM on the next generation of LTO technology in which we will collaborate with IBM in its development of LTO-10 tape drives and media in order to accelerate time-to-market, capacity, and performance.
We were awarded one Platinum and one Gold 'ASTORS' Homeland Security Award from American Security Today. The Annual 'ASTORS' Awards Program, is specifically designed to honor distinguished government and vendor solutions that deliver enhanced value, benefit, and intelligence to end-users in a variety of government, homeland security, enterprise, and public safety vertical markets.


COVID-19 IMPACT AND ASSOCIATED ACTIONS

Since the beginning of March 2020, COVID-19 has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to reduce its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business limitations and closures (subject to exceptions for essential operations and businesses), quarantines and shelter-in-place orders. These measures may remain in place for a significant period of time.
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In light of these events, we have taken actions to protect the health and safety of our employees while continuing to serve our global customers as an essential business. We have implemented more thorough sanitation practices as outlined by health organizations and instituted mitigation practices at our locations around the world, including working from home, limiting the number of employees attending meetings, reducing the number of people in our sites at any one time, and decreasing employee travel.

We have seen a gradual stabilization in our business during the second half of fiscal 2021 and into fiscal 2022 as customers increasingly adapted to the COVID-19 environment. However, COVID-19 has caused a significant disruption to the global supply chain, which continues to have a negative impact on our business. Before the current disruptions in the global supply chain our historical backlog was very limited and typically represented less than 5% of quarterly revenues. During our third fiscal quarter our backlog grew to $62 million from $50 million at the end of the prior quarter and $30 million as of June 30, 2021. Approximately $50 million of the ending backlog represented tape products a majority of which is for orders from our hyperscale customers. This unprecedented backlog is a result of the strong demand we have been seeing across our business but limited by the ongoing supply constraints. We anticipate that supply chain constraints will remain challenging, limiting our ability to ship against all customer demand and recognize a meaningful portion of the current backlog.

We will continue to actively monitor the impact of COVID-19 and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. See “The recent COVID-19 pandemic could adversely affect our business, results of operations and financial condition” in Part II, Item 1A, Risk Factors, of our most recent Annual Report on Form 10-K for more information regarding the risks we face as a result of the COVID-19 pandemic.



RESULTS OF OPERATIONS
Three Months Ended December 31,Nine Months Ended December 31,
(in thousands)2021202020212020
Total revenue$95,344 $98,023 $277,623 $257,149 
Total cost of revenue (1)
60,134 55,744 166,746 145,284 
Gross profit35,210 42,279 110,877 111,865 
Operating expenses
Research and development (1)
14,607 9,589 38,287 29,983 
Sales and marketing (1)
16,714 15,294 46,128 40,019 
General and administrative (1)
10,538 11,103 33,830 32,928 
Restructuring charges576 200 850 2,837 
Total operating expenses42,435 36,186 119,095 105,767 
Income (loss) from operations(7,225)6,093 (8,218)6,098 
Other expense, net(150)(698)(223)(1,395)
Interest expense(2,431)(7,808)(9,387)(21,823)
Loss on debt extinguishment, net— — (4,960)— 
Net loss before income taxes(9,806)(2,413)(22,788)(17,120)
Income tax provision1,254 256 1,678 877 
Net loss$(11,060)$(2,669)$(24,466)$(17,997)
(1) Includes stock-based compensation as follows:
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Three Months Ended December 31,Nine Months Ended December 31,
(in thousands)2021202020212020
Cost of revenue$208 $172 $799 $569 
Research and development1,935 186 4,798 1,249 
Sales and marketing655 474 1,768 1,306 
General and administrative1,509 1,046 3,215 3,304 
   Total$4,307 $1,878 $10,580 $6,428 

Comparison of the Three Months Ended December 31, 2021 and 2020

Revenue
Three Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Product revenue
   Primary storage systems$13,791 14 $23,654 24 $(9,863)(42)
   Secondary storage systems30,630 32 25,311 26 5,319 21 
   Devices and media14,101 15 14,056 14 45 — 
      Total product revenue58,522 61 63,021 64 (4,499)(7)
Service revenue33,162 35 31,169 32 1,993 
Royalty revenue3,660 3,833 (173)(5)
Total revenue$95,344 100 $98,023 100 $(2,679)(3)


Product revenue
In the three months ended December 31, 2021, product revenue decreased $4.5 million, or 7%, as compared to the same period in 2020. Primary storage systems decreased $9.9 million, or 42%, primarily as a result of delayed purchase cycles with some government customers in addition to our transition to a recurring software subscription licensing model which results in a shift from product to services revenue. Secondary storage systems increased $5.3 million, or 21%, driven by higher demand in our hyperscale, backup and archive use cases.
Service revenue
We offer a broad range of services including product maintenance, implementation, and training as well as software subscriptions. Service revenue is primarily comprised of customer field support contracts which provide standard support services for our hardware. Standard service contracts may be extended or include enhanced service, such as faster service response times.
Service revenue increased 6% in the three months ended December 31, 2021 compared to the same period in 2020 driven partially by growing sales of our recurring software subscription offerings as well as service revenue associated with newly acquired businesses.
Royalty revenue
We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue decreased $0.2 million, or 5%, in the three months ended December 31, 2021 compared to the same period in 2020 due to decreased market volume of older generation LTO media.
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Gross Profit and Margin
Three Months Ended December 31,
(dollars in thousands)2021Gross
margin %
2020Gross
margin %
$ ChangeBasis point change
Product gross profit$13,404 22.9 $19,710 31.3 $(6,306)(840)
Service gross profit18,146 54.7 18,736 60.1 (590)(540)
Royalty gross profit3,660 100.0 3,833 100.0 (173)— 
Gross profit$35,210 36.9 $42,279 43.1 $(7,069)(620)

Product Gross Margin
Product gross margin decreased 840 basis points for the three months ended December 31, 2021, as compared with the same period in 2020. This decrease was due primarily to recent cost surges in materials across our global supply chain. We expect these cost increases to continue for the foreseeable future and are taking proactive measures to address the impact these cost increases could have on our business in the future.
Service Gross Margin
Service gross margins decreased 540 basis points for the three months ended December 31, 2021, as compared with the same period in 2020. This was partially driven by cost pressures as a result of certain constraints in the global supply chain.
Royalty Gross Margin
Royalties do not have significant related cost of sales.

Operating expenses
Three Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Research and development$14,607 15.3 $9,589 9.8 $5,018 52 
Sales and marketing16,714 17.5 15,294 15.6 1,420 
General and administrative10,538 11.1 11,103 11.3 (565)(5)
Restructuring charges576 0.6 200 0.2 376 188 
   Total operating expenses$42,435 44.5 $36,186 36.9 $6,249 17 

In the three months ended December 31, 2021, research and development expense increased $5.0 million, or 52%, as compared with the same period in 2020. This increase was primarily driven by an increase in personnel costs due to increased headcount due to acquisitions occurring during the current fiscal year.
In the three months ended December 31, 2021, sales and marketing expenses increased $1.4 million, or 9%, as compared with the same period in 2020. This increase was driven by increased headcount as we invest in strategic areas to accelerate growth. This increase in headcount includes those employees added through acquisitions over the year. Both marketing expense and travel expense have also increased over the prior year as COVID-19 restrictions ease.
In the three months ended December 31, 2021, general and administrative expenses decreased $0.6 million, or 5%, as compared with the same period in 2020. This decrease was driven by offsets between reduced IT liabilities and increased intangible amortization from recent acquisitions. The decrease was also partially driven by reduced facilities expenses as we continue to optimize our physical footprint.
In the three months ended December 31, 2021, restructuring expenses increased $0.4 million, or 188%, as compared with the same period in 2020. The increase was the result of certain strategic restructuring activities.
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Other Income (Expense)
Three Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Other income (expense)$(150)$(698)(1)$548 79 
Interest expense(2,431)(7,808)5,377 69 

The decrease in other income (expense), net during the three months ended December 31, 2021 compared with the same period in 2020 was related primarily to fluctuations in foreign currency exchange rates.
In the three months ended December 31, 2021, interest expense decreased $5.4 million, or 69%, as compared with the same period in 2020 due to a lower principal balance and a lower effective interest rate on our Term Loan.

Income Taxes
Three Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Income tax provision$1,254 $256 $998 390 

The income tax provision for the three months ended December 31, 2021 and 2020is primarily influenced by foreign and state income taxes. Due to our history of net losses in the United States, the protracted period for utilizing tax attributes in certain foreign jurisdictions, and the difficulty in predicting future results, we believe that we cannot rely on projections of future taxable income to realize most of our deferred tax assets. Accordingly, we have established a full valuation allowance against our U.S. and certain foreign net deferred tax assets. Significant management judgement is required in 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 its reversal. Our income tax expense recorded in the future will be reduced to the extent that sufficient positive evidence materializes to support a reversal of, or decrease in, our valuation allowance.

Comparison of the Nine Months Ended December 31, 2021 and 2020
Revenue
Nine Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Product revenue
   Primary storage systems41,787 15 %$54,478 21 %$(12,691)(23)%
   Secondary storage systems85,093 31 62,705 24 22,388 36 
   Devices and media38,428 14 36,374 14 2,054 
      Total product revenue$165,308 60 %$153,557 60 %$11,751 
Service revenue100,352 36 93,049 36 7,303 
Royalty revenue11,963 10,543 1,420 13 
Total revenue$277,623 100 %$257,149 100 %$20,474 


Product revenue
In the nine months ended December 31, 2021, product revenue increased $11.8 million, or 8%, as compared to the same period in 2020. Secondary storage systems represented $22.4 million of the increase, driven primarily by a growing customer base in the hyperscale segment. Devices and media represented $2.1 million of the increase, driven by higher volume of LTO media sold through our high-volume channel partners. Primary storage systems
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decreased $12.7 million driven primarily by delayed purchase cycles with some government customers in addition to our transition to a recurring software subscription licensing model which results in a shift from product to services revenue.
Service revenue
We offer a broad range of services including product maintenance, implementation, and training as well as software subscriptions. Service revenue is primarily comprised of customer field support contracts which provide standard support services for our hardware. Standard service contracts may be extended or include enhanced service, such as faster service response times.
Service revenue increased $7.3 million, or 8%, in the nine months ended December 31, 2021 compared to the same period in 2020, driven partially by the increase in recurring software subscription revenue. Growth is also driven by a higher level of installation and professional services attached to our product sales.
Royalty revenue
We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue increased $1.4 million, or 13%, in the nine months ended December 31, 2021 compared to the same period in 2020 due to higher overall market volume of LTO media.

Gross Profit and Margin
Nine Months Ended December 31,
(dollars in thousands)2021Gross
margin %
2020Gross
margin %
$ ChangeBasis point change
Product gross profit$40,326 24.4 %$44,866 29.2 %$(4,540)(480)
Service gross profit58,588 58.4 56,456 60.7 2,132 (230)
Royalty gross profit11,963 100.0 10,543 100.0 1,420 — 
Gross profit$110,877 39.9 %$111,865 43.5 %$(988)(360)

Product Gross Margin
Product gross margin decreased 480 basis points for the nine months ended December 31, 2021, as compared with the same period in 2020. This decrease was due primarily to recent cost surges in materials across our global supply chain.
Service Gross Margin
Service gross margin decreased 230 basis points for the nine months ended December 31, 2021, as compared with the same period in 2020. This decrease was primarily due to cost pressures as a result of constraints in the global supply chain.
Royalty Gross Margin
Royalties do not have significant related cost of sales.

Operating expenses
Nine Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Research and development$38,287 13.7 %$29,983 11.7 %$8,304 28 %
Sales and marketing46,128 16.6 40,019 15.6 6,109 15 
General and administrative33,830 12.2 32,928 12.8 902 
Restructuring charges850 0.3 2,837 1.1 (1,987)(70)
   Total operating expenses$119,095 42.9 %$105,767 41.1 %$13,328 13 

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In the nine months ended December 31, 2021, research and development expense increased $8.3 million, or 28%, as compared with the same period in 2020. This increase was primarily driven by an increase in personnel costs due to increased headcount due to acquisitions occurring during the current fiscal year.
In the nine months ended December 31, 2021, sales and marketing expenses increased $6.1 million, or 15%, as compared with the same period in 2020. This increase was driven by increased headcount as we invest in strategic areas to accelerate growth. This increase in headcount includes those employees added through acquisitions over the year. Both marketing expense and travel expense have also increased over the prior year as COVID-19 restrictions ease.
In the nine months ended December 31, 2021, general and administrative expenses increased $0.9 million, or 3%, as compared with the same period in 2020. This increase was due primarily to increased legal and other expenses related to our long-term debt amendments and business acquisition related activities.

In the nine months ended December 31, 2021, restructuring expenses decreased $2.0 million, or 70%, as compared with the same period in 2020. The decrease was the result of a reduction in workforce to improve operational efficiency and rationalize our cost structure in the prior year.

Other Income (Expense)
Nine Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Other income (expense)$(223)$(1,395)(1)%$1,172 84 %
Interest expense(9,387)(3)(21,823)(8)12,436 (57)
Loss on debt extinguishment, net(4,960)(2)— — (4,960)n/a

The change in other income (expense), net during the nine months ended December 31, 2021 and 2020 was related primarily to fluctuations in foreign currency exchange rates.

In the nine months ended December 31, 2021, interest expense decreased $12.4 million, or 57%, as compared with the same period in 2020 due primarily to a lower principal balance and a lower effective interest rate on our Term Loan.

Loss on debt extinguishment, net during the nine months ended December 31, 2021 was related to prepayment of our Senior Secured Term Loan that occurred during the period offset by the $10.0 million gain on the forgiveness of the Paycheck Protection Program loan.

Income Taxes
Nine Months Ended December 31,
(dollars in thousands)2021% of
revenue
2020% of
revenue
$ Change% Change
Income tax provision$1,678 %$877 — %$801 91 %

The income tax provision for the nine months ended December 31, 2021 and 2020 is primarily influenced by foreign and state income taxes. Due to our history of net losses in the United States, the protracted period for utilizing tax attributes in certain foreign jurisdictions, and the difficulty in predicting future results, we believe that we cannot rely on projections of future taxable income to realize most of our deferred tax assets. Accordingly, we have established a full valuation allowance against our U.S. and certain foreign net deferred tax assets. Significant management judgement is required in 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 its reversal. Our income tax expense recorded in the future will be reduced to the extent that sufficient positive evidence materializes to support a reversal of, or decrease in, our valuation allowance.


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LIQUIDITY AND CAPITAL RESOURCES
We had cash and cash equivalents of $4.0 million as of December 31, 2021, which consisted primarily of bank deposits and money market accounts.
We consider liquidity in terms of the sufficiency of internal and external cash resources to fund our operating, investing and financing activities. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents on our balance sheet and amounts available under our PNC Credit Facility. We require significant cash resources to meet obligations to pay principal and interest on our outstanding debt, provide for our research and development activities, fund our working capital needs, and make capital expenditures. Our future liquidity requirements will depend on multiple factors, including our research and development plans and capital asset needs. We are subject to the risks arising from COVID-19 which have caused substantial financial market volatility and have adversely affected both the U.S. and the global economy. We believe that these social and economic impacts have had a negative effect on sales due to disruptions in our supply chain and a decline in our customers' ability or willingness to purchase our products and services. We have also been impacted by significant increases in the procurement cost of certain materials which has negatively impacted our margins. The extent of the impact will depend, in part, on how long the negative trends in customer demand and supply chain levels will continue. We expect the impact of COVID-19 to continue to have a significant impact on our liquidity and capital resources.
We are subject to various debt covenants under our Credit Agreements. Our failure to comply with our debt covenants could materially and adversely affect our financial condition and ability to service our obligations. As of December 31, 2021, we were in compliance with our debt covenants. However, we believe the challenges that we have experienced in recent periods with our supply chain, including challenges sourcing components for our products and increased costs, will continue to negatively impact our results of operations and liquidity for the foreseeable future. As a result, we are working with our lenders to address any potential future covenant compliance issues as well as any potential need for additional liquidity. We believe this is the prudent course to take at this time to address any potential issues as we attempt to work through and address the temporary headwinds from supply chain. For additional information about our debt, see the sections entitled “Risk Factors—Risks Related to Our Business Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Term Loan
On August 5, 2021, we entered into a senior secured term loan to borrow an aggregate of $100.0 million, (the “Term Loan”). A portion of the proceeds were used to repay in full all outstanding borrowings under the Senior Secured Term Loan. Borrowings under the Term Loan mature on August 5, 2026. Principal is payable at a rate per annum equal to (a) 2.5% of the original principal balance thereof during the first year following the closing date of the Term Loan and (b) 5% of the original principal balance thereof thereafter. Principal and interest payments are payable on a quarterly basis.

Revolving Credit Facility
On September 30, 2021, we amended the PNC Credit Facility. The amendment, among other things (a) extended the maturity date to August 5, 2026; (b) reduced the principal amount of the revolving commitments to a maximum amount equal to the lesser of: (i) $30.0 million or (ii) the amount of the borrowing base, as defined in the PNC Credit agreement;(c) replaced existing debt covenants with net leverage ratio, minimum liquidity and fixed charges coverage ratio covenants; and, (d) removed the requirement to maintain a $5.0 million restricted cash reserve with PNC.

Paycheck Protection Program Loan
In July 2021, we received notice from PNC that the Paycheck Protection Program Loan and related accrued interest was approved for forgiveness in full by the U.S. Small Business Administration. We recorded the amount forgiven as gain on debt extinguishment of $10.0 million in the nine months ended December 31, 2021.

Cash Flows

The following table summarizes our consolidated cash flows for the periods indicated.
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 Nine Months Ended December 31,
(in thousands)20212020
Cash provided by (used in):
   Operating activities$(26,681)$(20,264)
   Investing activities(11,779)(7,301)
   Financing activities9,646 32,755 
   Effect of exchange rate changes12 (62)
Net increase (decrease) in cash and cash equivalents and restricted cash$(28,802)$5,128 

Cash Used In Operating Activities

Net cash used in operating activities was $26.7 million for the nine months ended December 31, 2021. This use of cash was primarily attributable to changes in working capital of $24.3 million driven by increases in manufacturing and service part inventories of $13.0 million, a decrease in deferred revenue of $8.6 million and a net change in other assets and liabilities of $12.2 million which includes an increase in prepaid inventory of approximately $5.5 million in order to secure manufacturing materials. These were partially offset by a decrease in accounts receivable of $7.0 million and a $5.4 million increase in accounts payable. The decrease in deferred revenue reflects the seasonal nature of service contract renewals.

Net cash used in operating activities was $20.3 million for the nine months ended December 31, 2020. This use of cash is primarily attributable to changes in working capital of $24.5 million driven by an increase in manufacturing and service inventory of $12.3 million, a decrease in deferred revenue of $9.7 million, and a decrease in accounts payable of $7.0 million. The decrease in deferred revenue reflects the seasonal nature of service contract renewals which peak in the fourth fiscal quarter.

Cash Used in Investing Activities

Net cash used in investing activities was $11.8 million in the nine months ended December 31, 2021, which was primarily attributable to cash paid for our acquisition of Pivot3 of $5.0 million and capital expenditures of $2.8 million.

Net cash used in investing activities was $7.3 million in the nine months ended December 31, 2020, which included approximately $2.6 million related to the Square Box Systems acquisition and capital expenditures.

Cash Provided by Financing Activities

Net cash provided by financing activities was $9.6 million in the nine months ended December 31, 2021, which was related primarily to borrowings under our credit facility, and proceeds from the new Term Loan offset by the repayment in full of the Senior Secured Term Loan.

Net cash provided by financing activities was $32.8 million in the nine months ended December 31, 2020 which included Senior Secured Term Loan borrowings of $19.4 million (net of lender fees of $0.6 million), $10.0 million in borrowings under the Paycheck Protection Program and the net pay-down of our PNC Credit Facility.

Commitments and Contingencies

Our contingent liabilities consist primarily of certain financial guarantees, both express and implied, related to product liability and potential infringement of intellectual property. We have little history of costs associated with such indemnification requirements and contingent liabilities associated with product liability may be mitigated by our insurance coverage. In the normal course of business to facilitate transactions of our services and products, we indemnify certain parties with respect to certain matters, such as intellectual property infringement or other claims. We also have indemnification agreements with our current and former officers and directors. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of our indemnification claims, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our operating results, financial position or cash flows.
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We are also subject to ordinary course litigation and potential costs related to our financial statement restatement activities and related legal costs.

Off Balance Sheet Arrangements

Except for the indemnification commitments described under “—Commitments and Contingencies” above, we do not currently have any other off-balance sheet arrangements and do not have any holdings in variable interest entities.

Contractual Obligations

We have contractual obligations and commercial commitments, some of which, such as purchase obligations, are not recognized as liabilities in our financial statements. There have not been any other material changes to the contractual obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Critical Accounting Estimates and Policies
The preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. On an ongoing basis, we evaluate estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We consider certain accounting policies to be critical to understanding our financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on our financial statements if actual performance should differ from historical experience or if our assumptions were to change. Our accounting policies that include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain are summarized in our most recently filed Annual Report on Form 10-K for the fiscal year ended March 31, 2021 under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Critical Accounting Estimates and Policies.” For additional information on our significant accounting policies, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recently Issued and Adopted Accounting Pronouncements

See Note 1 to the notes to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and in our most recently filed Annual Report on Form 10-K.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our quantitative and qualitative disclosures about market risk from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K, which such section is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report. Based on such evaluation, our principal executive and principal financial officers have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level described below.

Changes in Internal Control

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In connection with the evaluation required by Rule 13a-15(d) under the Securities Exchange Act of 1934, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 10, Commitments and Contingencies, of the notes to the unaudited consolidated financial statements for a discussion of our legal matters.



ITEM 1A. RISK FACTORS
There have been no material changes to the previously disclosed risk factors discussed in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2021. You should consider carefully these factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, before making an investment decision.
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ITEM 6. EXHIBITS

The exhibits required to be filed or furnished as part of this Quarterly Report are listed below. Notwithstanding any language to the contrary, exhibits 32.1 and 32.2 shall not be deemed to be filed as part of this Quarterly Report for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except to the extent that The Company specifically incorporates it by reference.
Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFiling DateExhibitFiled or Furnished Herewith
10.18-K10/06/2110.1
10.28-K10/6/2110.2
31.1X
31.2X
32.1X
32.2X
101Interactive data filesX
104Cover page interactive data file, submitted using inline XBRL (contained in Exhibit 101)X

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SIGNATURES
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
(Registrant)
 
February 9, 2022/s/ James J. Lerner
(Date)James J. Lerner
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
February 9, 2022/s/ J. Michael Dodson
(Date)J. Michael Dodson
Chief Financial Officer
(Principal Financial Officer)
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