QUANTUM CORP /DE/ - Quarter Report: 2022 September (Form 10-Q)

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 September 30, 2022


☐			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


Quantum Corporation
(Exact name of registrant as specified in its charter)

Delaware

94-2665054

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

224 Airport Parkway

Suite 550

San Jose

95110

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

QMCO

Nasdaq 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.

Yes

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).

Yes

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

As of the close of business on October 30, 2022, there were 103,840,002 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 September 30, 2022

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		Page

PART I
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Index to Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	27
Item 6.	Exhibits	28

Signatures		29

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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)


	September 30, 2022		March 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	25,698	$	5,210
Restricted cash	223		283

Accounts receivable, net of allowance for doubtful accounts of $195 and $422	61,309		69,354
Manufacturing inventories	23,671		33,546
Service parts inventories	25,458		24,254
Prepaid expenses	9,241		7,853
Other current assets	4,839		4,697
Total current assets	150,439		145,197
Property and equipment, net	15,973		12,853
Intangible assets, net	7,245		9,584
Goodwill	12,969		12,969

Right-of-use assets, net	10,579		11,107
Other long-term assets	12,477		9,925
Total assets	$	209,682	$	201,635
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	34,263	$	34,220

Deferred revenue	70,184		86,517

Long-term debt, current portion	5,000		4,375


Accrued compensation	13,192		16,141
Other accrued liabilities	14,502		16,562
Total current liabilities	137,141		157,815
Deferred revenue	40,165		41,580

Revolving credit facility	21,500		17,735
Long-term debt, net of current portion	68,250		89,448

Operating lease liabilities	10,315		9,891
Other long-term liabilities	11,653		11,849
Total liabilities	289,024		328,318
Commitments and contingencies (Note 9)
Stockholders' deficit
Preferred stock, 20,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $0.01 par value; 225,000 shares authorized; 92,158 and 60,433 shares issued and outstanding	922		605
Additional paid-in capital	716,800		645,038
Accumulated deficit	(793,067)		(770,903)
Accumulated other comprehensive loss	(3,997)		(1,423)
Total stockholders’ deficit	(79,342)		(126,683)
Total liabilities and stockholders’ deficit	$	209,682	$	201,635

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 September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Revenue:
Product	$	62,967	$	54,655	$	123,178	$	106,786
Service and subscription	32,692		34,359		66,116		67,189
Royalty	3,478		4,166		6,918		8,303
Total revenue	99,137		93,180		196,212		182,278
Cost of revenue:
Product	56,561		41,124		104,482		79,864
Service and subscription	14,745		13,669		29,850		26,748
Total cost of revenue	71,306		54,793		134,332		106,612
Gross profit	27,831		38,387		61,880		75,666
Operating expenses:
Research and development	10,546		12,389		22,671		23,680
Sales and marketing	15,593		15,462		31,555		29,414
General and administrative	11,940		11,466		24,254		23,293
Restructuring charges	921		8		1,646		274
Total operating expenses	39,000		39,325		80,126		76,661
Loss from operations	(11,169)		(938)		(18,246)		(995)
Other income (expense), net	2,431		126		3,182		(71)
Interest expense	(2,745)		(3,070)		(4,836)		(6,956)
Loss on debt extinguishment	—		(4,960)		(1,392)		(4,960)
Net loss before income taxes	(11,483)		(8,842)		(21,292)		(12,982)
Income tax provision	461		411		872		424
Net loss	$	(11,944)	$	(9,253)	$	(22,164)	$	(13,406)
Deemed dividend on warrants	—		—		(389)		—
Net loss attributable to common stockholders	$	(11,944)	$	(9,253)	$	(22,553)	$	(13,406)



Net loss per share attributable to common stockholders	$	(0.13)	$	(0.16)	$	(0.26)	$	(0.23)
Weighted average shares - basic and diluted	91,550		58,567		87,617		57,852


Net loss	$	(11,944)	$	(9,253)	$	(22,164)	$	(13,406)
Foreign currency translation adjustments, net	(1,298)		(506)		(2,574)		(239)
Total comprehensive loss	$	(13,242)	$	(9,759)	$	(24,738)	$	(13,645)

See accompanying Notes to Condensed Consolidated Financial Statements.

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QUANTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


	Six Months Ended September 30,
	2022		2021
Operating activities
Net loss	$	(22,164)	$	(13,406)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	5,133		3,967
Amortization of debt issuance costs	768		1,629
Loss on debt extinguishment	992		—
Provision for product and service inventories	9,946		2,418
Stock-based compensation	5,357		6,273
Paycheck Protection Program loan forgiveness	—		(10,000)

Non-cash loss on debt extinguishment	—		8,471
Other	(152)		41




Unrealized foreign exchange loss	(2,766)		(61)


Changes in assets and liabilities:
Accounts receivable, net	8,264		10,024
Manufacturing inventories	416		(5,199)
Service parts inventories	(1,971)		(1,818)
Prepaid expenses	(1,208)		(3,224)
Accounts payable	293		1,559

Accrued restructuring charges	115		(560)
Accrued compensation	(2,949)		(3,779)
Deferred revenue	(17,747)		(9,032)
Other current assets	(486)		(962)
Other non-current assets	(349)		(1,266)
Other current liabilities	769		(353)
Other non-current liabilities	(196)		16
Net cash used in operating activities	(17,935)		(15,262)
Investing activities


Purchases of property and equipment	(7,795)		(2,396)
Business acquisition payments	(2,000)		(5,000)


Net cash used in investing activities	(9,795)		(7,396)
Financing activities
Borrowings of long-term debt, net of debt issuance costs	—		94,961
Repayments of long-term debt and payment of amendment fees	(22,096)		(93,051)
Borrowings of credit facility	229,605		126,084
Repayments of credit facility and payment of amendment fees	(226,240)		(116,084)


Proceeds from issuance of common stock, net	66,723		806

Net cash provided by financing activities	47,992		12,716
Effect of exchange rate changes on cash, cash equivalents and restricted cash	166		12
Net change in cash, cash equivalents and restricted cash	20,428		(9,930)
Cash, cash equivalents, and restricted cash at beginning of period	5,493		33,137
Cash, cash equivalents, and restricted cash at end of period	$	25,921	$	23,207
Cash, Cash Equivalents and Restricted Cash at end of period
Cash and cash equivalents	$	25,698	$	22,757
Restricted cash, current	223		450

Cash and cash equivalents at the end of period	$	25,921	$	23,207
Supplemental disclosure of cash flow information
Cash paid for interest	$	4,114	$	5,198
Cash paid for income taxes, net	$	465	$	480
Non-cash transactions
Purchases of property and equipment included in accounts payable	$	548	$	309

Transfer of manufacturing inventory to services inventory	$	1,905	$	—
Transfer of manufacturing inventory to property and equipment	$	279	$	76
Paid-in-kind interest	$	319	$	—
Deemed dividend on warrants	$	389	$	—

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 Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income Loss		Total Stockholders' Deficit
	Shares	Amount
Balance, June 30, 2021	57,280	$	573	$	629,862	$	(742,776)	$	(589)	$	(112,930)
Net loss	—	—		—		(9,253)		—		(9,253)
Foreign currency translation adjustments, net	—	—		—		—		(506)		(506)
Shares issued under employee stock purchase plan	145	1		805		—		—		806
Shares issued under employee incentive plans, net	1,387	14		(14)		—		—		—
Shares issued in connection with business acquisition	460	5		2,813		—		—		2,818

Stock-based compensation	—	—		3,072		—		—		3,072
Balance, September 30, 2021	59,272	$	593	$	636,538	$	(752,029)	$	(1,095)	$	(115,993)

Balance, June 30, 2022	90,606	$	907	$	714,128	$	(781,123)	$	(2,699)	$	(68,787)
Net loss	—	—		—		(11,944)		—		(11,944)
Foreign currency translation adjustments, net	—	—		—		—		(1,298)		(1,298)
Shares issued under employee stock purchase plan	300	2		469		—		—		471
Shares issued under employee incentive plans, net	1,252	13		(13)		—		—		—



Rights offering expenses	—	—		(71)		—		—		(71)
Stock-based compensation	—	—		2,287		—		—		2,287


Balance, September 30, 2022	92,158	$	922	$	716,800	$	(793,067)	$	(3,997)	$	(79,342)

See accompanying Notes to Condensed Consolidated Financial Statements.

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	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Deficit
	Shares	Amount
Balance, March 31, 2021	56,915	$	570	$	626,664	$	(738,623)	$	(856)	$	(112,245)
Net loss	—	—		—		(13,406)		—		(13,406)
Foreign currency translation adjustments, net	—	—		—		—		(239)		(239)
Shares issued under employee stock purchase plan	145	1		805		—		—		806
Shares issued under employee incentive plans, net	1,752	17		(17)		—		—		—


Shares issued in connection with business acquisition	460	5		2,813		—		—		2,818
Stock-based compensation	—	—		6,273		—		—		6,273
Balance, September 30, 2021	59,272	$	593	$	636,538	$	(752,029)	$	(1,095)	$	(115,993)

Balance, March 31, 2022	60,433	$	605	$	645,038	$	(770,903)	$	(1,423)	$	(126,683)
Net loss	—	—		—		(22,164)		—		(22,164)
Foreign currency translation adjustments, net	—	—		—		—		(2,574)		(2,574)
Shares issued under employee stock purchase plan	300	3		469		—		—		472
Shares issued under employee incentive plans, net	1,425	14		(14)		—		—		—



Shares issued in connection with rights offering, net	30,000	300		65,950		—		—		66,250
Settlement of warrant down round provision	—	—		389		—		—		389
Deemed dividend on warrants	—	—		(389)		—		—		(389)
Stock-based compensation	—	—		5,357		—		—		5,357
Balance, September 30, 2022	92,158	$	922	$	716,800	$	(793,067)	$	(3,997)	$	(79,342)

See accompanying Notes to Condensed Consolidated Financial Statements.

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INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


		Page
Note 1:	Description of Business and Summary of Significant Accounting Policies	7
Note 2:	Revenue	8
Note 3:	Balance Sheet Information	9
Note 4:	Long-Term Debt	10
Note 5:	Leases	11
Note 6:	Common Stock	12
Note 7:	Net Loss Per Share	13
Note 8:	Income Taxes	13
Note 9:	Commitments and Contingencies	13
Note 10:	Fair Value of Financial Instruments	15

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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 leader in storing and managing digital video and other forms of unstructured data, delivering top streaming performance for video and rich media applications, along with low-cost, long-term storage systems for data protection and archiving. The Company helps customers around the world capture, create and share digital data and preserve and protect it for decades. The Company’s software-defined, hyperconverged storage solutions span from non-violate memory express (“NVMe”), to solid state drives (“SSD”) hard disk drives (“HDD”) tape, the cloud, and video surveillance and are tied together leveraging a single namespace view of the entire data environment. The Company works closely with a broad network of distributors, value-added resellers (“VARs”), direct marketing resellers (“DMRs”), original equipment manufacturers (“OEMs”) and other suppliers to meet customers’ evolving needs.

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 September 30, 2022, the results of operations and comprehensive loss, statements of cash flows, and changes in stockholder's deficit for the three and six months ended September 30, 2022 and 2021. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment from the ongoing COVID-19 pandemic. Such estimates include, but are not limited to, the determination of standalone selling price for revenue arrangements with multiple performance obligations, useful lives of intangible assets and property and equipment, stock-based compensation and provision for income taxes including related reserves. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Recently Issued but not Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs. The amendments in this update require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

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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 offerings and geographies (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Americas1
Primary storage systems	$	6,839	$	11,264	$	18,253	$	18,458
Secondary storage systems	31,019		12,174		53,738		28,886
Device and media	4,694		5,269		9,666		11,791
Service and subscription	19,417		21,341		39,563		41,534
Total revenue	61,969		50,048		121,220		100,669

EMEA
Primary storage systems	1,901		4,244		4,747		7,020
Secondary storage systems	7,440		9,720		15,283		17,479
Device and media	3,702		4,513		8,765		9,894
Service and subscription	10,742		11,035		21,759		21,847
Total revenue	23,785		29,512		50,554		56,240

APAC
Primary storage systems	1,104		1,175		2,402		2,516
Secondary storage systems	5,634		4,365		8,109		8,098
Device and media	634		1,931		2,215		2,644
Service and subscription	2,533		1,983		4,794		3,808
Total revenue	9,905		9,454		17,520		17,066

Consolidated
Primary storage systems	9,844		16,683		25,402		27,994
Secondary storage systems	44,093		26,259		77,130		54,463
Device and media	9,030		11,713		20,646		24,329
Service and subscription	32,692		34,359		66,116		67,189
Royalty2	3,478		4,166		6,918		8,303
Total revenue	$	99,137	$	93,180	$	196,212	$	182,278

1 Revenue for Americas geographic region outside of the United States is not significant.

2 Royalty revenue is not allocatable 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 six months ended September 30, 2022 (in thousands):

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	September 30, 2022
Contract liabilities (deferred revenue)	$	110,349
Revenue recognized in the period from amounts included in contract liabilities at the beginning of the period	54,329

Remaining Performance Obligations

Remaining performance obligations consisted of the following (in thousands):


	Current		Non-Current		Total
As of September 30, 2022	$	120,040	$	42,104	$	162,144

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

NOTE 3: BALANCE SHEET INFORMATION

Certain significant amounts included in the Company's condensed consolidated balance sheets consist of the following (in thousands):

Manufacturing inventories


	September 30, 2022		March 31, 2022



Finished goods	$	11,443	$	14,607
Work in progress	1,618		2,546
Raw materials	10,610		16,393
Total manufacturing inventories	$	23,671	$	33,546

Service parts inventories


	September 30, 2022		March 31, 2022
Finished goods	$	20,435	$	19,234
Component parts	5,023		5,020
Total service parts inventories	$	25,458	$	24,254

Intangibles, net


	September 30, 2022						March 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net

Developed technology	$	9,208	$	(4,796)	$	4,412	$	9,208	$	(3,121)	$	6,087
Customer lists	4,600		(1,767)		2,833		4,600		(1,103)		3,497

Intangible assets, net	$	13,808	$	(6,563)	$	7,245	$	13,808	$	(4,224)	$	9,584

Intangible assets amortization expense was $1.2 million and $0.8 for the three months ended September 30, 2022 and 2021, respectively and $2.3 million and $1.3 million for the six months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the remaining weighted-average amortization period for definite-lived intangible assets was approximately 1.9 years.

As of September 30, 2022, the future expected amortization expense for intangible assets is as follows (in thousands):

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Fiscal year ending	Estimated future amortization expense
Remainder of 2023	$	2,229
2024	3,417
2025	1,599


Thereafter	—
Total	$	7,245

Goodwill

As of September 30, 2022 and March 31, 2022, goodwill was $13.0 million. There were no impairments to goodwill during the quarters ended September 30, 2022 and 2021.

NOTE 4: LONG-TERM DEBT

The Company’s long-term debt consisted of the following (in thousands):


	September 30, 2022		March 31, 2022
Term Loan	$	77,167	$	98,723

PNC Credit Facility	21,500		17,735
Less: current portion	(5,000)		(4,375)
Less: unamortized debt issuance costs (1)	(3,917)		(4,899)
Long-term debt, net	$	89,750	$	107,184

(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 (the "Senior Secured Term Loan”) and amended its existing PNC Bank Credit Facility Agreement (the "PNC Credit Facility"). On February 11, 2021, the Company prepaid $92.3 million of its outstanding Senior Secured Term Loan.

On August 5, 2021, the Company entered into a new 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.

On April 25, 2022, the Company entered into amendments to the Term Loan and the PNC Credit Facility. The Term Loan amendment, among other things, (a) amended the total net leverage ratio financial covenant and the minimum liquidity financial covenant commencing with the fiscal quarter ended June 30, 2022; and; (b) replaced the benchmark rate for LIBOR Rate Loans with a rate based on the Secured Overnight Financing Rate ("SOFR"). The amendment to the Term Loan was accounted for as a modification. The Company incurred $0.4 million in costs related to the modification which are reflected as a reduction to the carrying amount of the Term Loan and amortized to interest expense over the remaining loan term.

Loans under the Term Loan designated as ABR Loans 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 SOFR 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 SOFR Rate Loans bear interest at a rate per annum equal to the SOFR Rate plus an applicable margin of 6.00%. The SOFR Rate is subject to a floor of 0.75%. The Company can designate a loan as an ABR Rate Loan or SOFR Rate Loan in its discretion.

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The PNC Credit Facility amendment, among other things, (a) increased the principal amount of revolving commitments from $30.0 million to $40.0 million; (b) waived compliance with the fixed charge coverage ratio financial covenant until the fiscal quarter ended March 31, 2025; (c) amended the total net leverage ratio financial covenant and the minimum liquidity financial covenant commencing with the fiscal quarter ended June 30, 2022; and (d) replaced the benchmark rate for PNC LIBOR Rate Loans with a rate based on SOFR. The amendment to the PNC Credit Facility was accounted for as a modification. The Company incurred $0.4 million in costs which were recorded to other assets and amortized to interest expense over the remaining term of the agreement.

Loans designated as PNC SOFR Loans bear interest at a rate per annum equal to the SOFR Rate plus 2.75% until December 31, 2023 and thereafter between 2.25% and 2.75% determined based on the Company’s Total Net Leverage Ratio, (as defined in the PNC Credit Facility Agreement) for the most recently completed fiscal quarter (the "PNC SOFR Loan Interest Rate"). Loans under the PNC Credit Facility designated as PNC Domestic Rate Loans and Swing Loans bear interest at a rate per annum equal to the greatest of (i) the base commercial lending rate of PNC Bank; (ii) the Overnight Bank Funding Rate plus 0.5%; and (iii) the daily SOFR Rate plus 1.0%, plus 1.75% until December 31, 2023 and thereafter between 1.25% and 1.75% determined based on the Company’s Total Net Leverage Ratio (the “PNC Domestic Loan Interest Rate”).

With respect to any PNC SOFR 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) 6.50%, minus (y) the PNC SOFR Loan Interest Rate, plus (z) if the SOFR Rate applicable to such interest payment is less than 0.75%, (i) 0.75% minus (ii) such SOFR Rate. With respect to any Domestic Rate Loan or Swing Loan, the Company has agreed to pay an affiliate of certain Term Loan lenders a fee equal to a percentage per annum equal to the sum of (x) 5.50%, minus (y) the PNC Domestic Loan 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.

During the three months ended June 30, 2022, the Company recorded a loss on debt extinguishment of $1.4 million related to a $20.0 million prepayment of the Term Loan which was comprised of a $0.4 million prepayment penalty and the write-off of unamortized debt issuance costs of $1.0 million.

As of September 30, 2022, the interest rate on the Term Loan was 8.32% and the interest rate on the PNC Credit Facility for Domestic Rate Loans and Swing Loans was 8.00%. As of September 30, 2022, the PNC Credit Facility had an available borrowing base of $30.6 million, of which $9.1 million was available to borrow at that date.

NOTE 5: LEASES

Supplemental balance sheet information related to leases is as follows (in thousands):


Operating leases	September 30, 2022		March 31, 2022
Operating lease right-of-use asset	$	10,579	$	11,107

Other accrued liabilities	1,293		1,727
Operating lease liability	10,315		9,891
Total operating lease liabilities	$	11,608	$	11,618

Components of lease cost were as follows (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
Lease Cost	2022		2021		2022		2021
Operating lease cost	$	1,003	$	994	$	2,029	$	2,129
Variable lease cost	179		177		337		351
Short-term lease cost	—		4		—		4
Total lease cost	$	1,182	$	1,175	$	2,366	$	2,484

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Maturity of Lease Liabilities	Operating Leases
Remainder of 2023	$	1,495
2024	2,305
2025	2,062
2026	1,644
2027	1,542
Thereafter	14,670
Total lease payments	$	23,718
Less: imputed interest	(12,110)
Present value of lease liabilities	$	11,608


Lease Term and Discount Rate	September 30, 2022		March 31, 2022
Weighted average remaining operating lease term (years)	11.20		10.88
Weighted average discount rate for operating leases	12.8	%	12.9	%

Operating cash outflows related to operating leases totaled $2.2 million and $1.0 million for the six months ended September 30, 2022 and 2021, respectively.

NOTE 6: COMMON STOCK

In the quarter ended September 30, 2022, the Company’s shareholders approved an increase in its authorized shares of common stock from 125 million to 225 million.

Common Stock Rights Offering

On April 22, 2022, the Company completed a rights offering of 30 million shares of its common stock for $2.25 per share (the “Rights Offering”). The proceeds net of offering expenses was $66.0 million. A portion of the proceeds from the Rights Offering was used to prepay $20.0 million of the Company’s Term Loan.

Warrants

As of the date of the Rights Offering, the Company had outstanding warrants to purchase 7,110,616 shares of the Company’s common stock at an exercise price of $1.33 per share and outstanding warrants to purchase 3,400,000 shares of the Company's common stock at an exercise price of $3.00 per share (the “$3.00 Warrants"). The exercise price and the number of shares underlying these 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 “Down Round Feature”).

On April 22, 2022, the Down Round Feature was triggered for the $3.00 Warrants due to the price per share received in the Rights Offering. The exercise price for the $3.00 Warrants was adjusted to $2.79 per share and an additional 256,113 warrants were subsequently issued with an exercise price of $2.79. The Company calculated the difference between the $3.00 Warrants’ fair value before and after the Down Round Feature was triggered using the original exercise price and the new exercise price in addition to the value of the newly issued warrants. The difference in fair value of the effect of the Down Round Feature of $0.4 million was reflected as a deemed dividend and a reduction to income available to common stockholders in the basic earnings per share calculation. The Company used the Black-Scholes-Merton option-pricing model to determine the fair value of the deemed dividend.

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The assumptions used in the model are as follows: dividend rate of 0%; expected term of 8 years; volatility of 56%; and a risk-free rate 2.85%.

NOTE 7: 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 September 30,		Six Months Ended September 30,
2022	2021	2022	2021
2,110	9,195	2,480	10,315

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.

NOTE 8: INCOME TAXES

The effective tax rate for the three and six months ended September 30, 2022 was (11.6)% and (6.5)%, respectively, as compared to (4.6)% and (3.2)%, respectively, for the three and six months ended September 30, 2021. 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.

As of September 30, 2022, including interest and penalties, the Company had $102.3 million of unrecognized tax benefits, $83.6 million of which, if recognized, would favorably affect the effective tax rate without consideration of the valuation allowance. As of September 30, 2022, the Company had accrued interest and penalties related to these unrecognized tax benefits of $1.3 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 September 30, 2022, $94.5 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 $7.7 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 $10.8 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. Upon recognition of the tax benefit related to the expiring statutes of limitation, $10.1 million will be offset by the establishment of a related valuation allowance. The net tax benefit recognized in the statements of operation is estimated to be $0.7 million.

NOTE 9: 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

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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 September 30, 2022, the Company had issued non-cancelable commitments for $42.6 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 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. On September 7, 2021, the case against Quantum in the Northern District of California was stayed pending the outcome of Realtime Data™ appeal in the Delaware Action. The Federal Circuit Court has not yet heard oral arguments. 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 Corporation, 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 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 March 11, 2021, after several rounds of motion practice, the California Superior Court stayed the California action. On March 4, 2022, Starboard filed a request for dismissal without prejudice of the California action because the matter is proceeding in Delaware (as described below). On March 10, 2022, the California Superior Court entered a minute order dismissing the action without prejudice.

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

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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. On January 28, 2022, via a bench ruling, 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. On March 28, 2022, Quantum filed an answer and affirmative defenses to the complaint, as did Messrs. Gacek and Auvil. On May 3, 2022, the Court filed a stipulated order governing case schedule, setting trial for June 6-9, 2023, and also setting a number of pretrial deadlines. The parties have begun the discovery phase in the case. 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 currently pending unresolved matters, individually or in the aggregate, will have a material adverse effect on its results of operations, cash flows or financial position.

NOTE 10: 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 six months ended September 30, 2022 and 2021. 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 September 30, 2022 and 2021. The fair value has been classified as Level 2 within the fair value hierarchy.


	September 30,
	2022				2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Term Loan	$	77,167	$	77,167	$	99,375	$	99,375
PNC Credit Facility	21,500		21,500		10,000		10,000

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, 2022. 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.

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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; and interest associated with our long-term debt and income taxes.

COVID-19 and Macroeconomic Conditions

The COVID-19 pandemic has caused a significant disruption to the global supply chain, which to a certain extent continues to have a negative impact on our business. Before the pandemic and disruptions in the global supply chain, our historical backlog was limited and typically represented less than 5% of quarterly revenues. However, beginning in fiscal 2022 the backlog grew significantly, which was driven primarily by our receipt of large purchase orders and our inability to satisfy those orders within our typical shipping timeline due to supply chain constraints. However, the significant increase in the backlog of $49.3 million to $96.1 million for the three months ended September 30, 2022 compared to $46.8 million at June 30, 2022 represented future orders placed by our customers to ensure continuity of supply and this increase was not driven by current unfulfilled orders due to supply chain constraints. We anticipate that supply chain constraints will remain challenging, but will not significantly limit our ability to ship against customer demand and we expect to work down the current backlog over the next three to four quarters to historical pre-COVID levels.

In addition, the instability of global economic conditions, inflationary risks, rising interest rates, military actions and armed conflicts and associated increased international trade regulations are adding to the uncertainty of our business. These adverse conditions could result in reductions in sales of our products and subscriptions for our services, longer sales cycles, increased costs to manufacture our products and increased price competition. Also, certain of our customers and partners have been and others may become credit or cash constrained, making it difficult for them to fulfill their payment obligations to us or require us to extend their payment terms. Given the dynamic nature of these macroeconomic conditions, we cannot reasonably estimate their full impact on our ongoing business, results of operations and overall financial performance.

We will continue to actively monitor the impact of COVID-19 and global economic conditions 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. Global supply chain disruptions and the higher inflationary and interest rate environment remain unpredictable and our past results may not be indicative of future performance. See Part II, Item 1A, Risk Factors, of our most recent Annual Report on Form 10-K for information regarding the risks we face as a result of the COVID-19 pandemic and an uncertain global economy.

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RESULTS OF OPERATIONS


	Three Months Ended September 30,				Six Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Total revenue	$	99,137	$	93,180	$	196,212	$	182,278
Total cost of revenue (1)	71,306		54,793		134,332		106,612
Gross profit	27,831		38,387		61,880		75,666
Operating expenses
Research and development (1)	10,546		12,389		22,671		23,680
Sales and marketing (1)	15,593		15,462		31,555		29,414
General and administrative (1)	11,940		11,466		24,254		23,293
Restructuring charges	921		8		1,646		274
Total operating expenses	39,000		39,325		80,126		76,661
Loss from operations	(11,169)		(938)		(18,246)		(995)
Other income (expense), net	2,431		126		3,182		(71)
Interest expense	(2,745)		(3,070)		(4,836)		(6,956)
Loss on debt extinguishment	—		(4,960)		(1,392)		(4,960)
Net loss before income taxes	(11,483)		(8,842)		(21,292)		(12,982)
Income tax provision	461		411		872		424
Net loss	$	(11,944)	$	(9,253)	$	(22,164)	$	(13,406)

(1) Includes stock-based compensation as follows:


	Three Months Ended September 30,				Six Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of revenue	$	322	$	298	$	632	$	591
Research and development	98		1,331		1,257		2,863
Sales and marketing	770		613		1,221		1,113
General and administrative	1,098		830		2,247		1,706
Total	$	2,288	$	3,072	$	5,357	$	6,273

Comparison of the Three Months Ended September 30, 2022 and 2021

Revenue


	Three Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Product revenue
Primary storage systems	$	9,844	10	$	16,683	18	$	(6,839)	(41)
Secondary storage systems	44,093		44	26,259		28	17,834		68
Devices and media	9,030		9	11,713		13	(2,683)		(23)
Total product revenue	62,967		63	54,655		59	8,312		15
Service and subscription	32,692		33	34,359		37	(1,667)		(5)
Royalty	3,478		4	4,166		4	(688)		(17)
Total revenue	$	99,137	100	$	93,180	100	$	5,957	6

Product revenue

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In the three months ended September 30, 2022, product revenue increased $8.3 million, or 15%, as compared to the same period in 2021. Primary storage systems decreased $6.8 million, or 41%, primarily driven from a reduced number of large purchases from install base customers. Secondary storage systems increased $17.8 million, or 68%, driven by higher demand in hyperscale 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 and subscription revenue decreased 5% in the three months ended September 30, 2022 compared to the same period in 2021, partially driven by lower overall legacy service revenues offset by higher subscription revenue.

Royalty revenue

We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue decreased $0.7 million, or 17%, in the three months ended September 30, 2022 compared to the same period in 2021 due to decreased market volume of older generation LTO media.

Gross Profit and Margin



	Three Months Ended September 30,
(dollars in thousands)	2022		Gross margin %	2021		Gross margin %	$ Change		Basis point change
Product	$	6,406	10.2	$	13,531	24.8	$	(7,125)	(1,460)
Service and subscription	17,947		54.9	20,690		60.2	(2,743)		(530)
Royalty	3,478		100.0	4,166		100.0	(688)		—
Gross profit	$	27,831	28.1	$	38,387	41.2	$	(10,556)	(1,310)

Product Gross Margin

Product gross margin decreased to 10.2% or by 14.6 percentage points for the three months ended September 30, 2022, as compared with the same period in 2021. This decrease was due primarily to a $6.9 million extraordinary inventory reserve provision recorded during the three months ended September 30, 2022. Due to longer purchasing lead times and other factors caused by the global supply chain disruptions occurring since the beginning of the COVID-19 pandemic, certain inventory has become obsolete due to next generation products being released and legacy products being discontinued. In addition, following our integration of several past acquisitions, certain legacy products were discontinued and replaced with updated product offerings rendering the related inventory obsolete. We do not believe that the magnitude of this inventory provision is indicative of our performance and is not expected to be repeated in the near term. Excluding this extraordanary adjustment, gross margins have declined approximately 3.8 percentage points for the three months ended September 30, 2022, as compared to the same period in 2021 primarily due to a less favorable mix of revenues weighted towards our lower margin product lines of business partially offset by improvements in pricing and lower supply chain costs.

Service and Subscription Gross Margin

Service and subscription gross margins decreased 530 basis points for the three months ended September 30, 2022, as compared with the same period in 2021. This was partially driven by lower overall service revenues, and 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.

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Operating expenses



	Three Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Research and development	$	10,546	10.6	$	12,389	13.3	$	(1,843)	(15)
Sales and marketing	15,593		15.7	15,462		16.6	131		1
General and administrative	11,940		12.0	11,466		12.3	474		4
Restructuring charges	921		0.9	8		—	913		11,413
Total operating expenses	$	39,000	39.3	$	39,325	42.2	$	(325)	(1)

In the three months ended September 30, 2022, research and development expense decreased $1.8 million, or 15%, as compared with the same period in 2021. This decrease was primarily driven by cost reduction measures to consolidate acquired businesses.

In the three months ended September 30, 2022, sales and marketing expenses increased $0.1 million, or 1%, as compared with the same period in 2021. Both marketing expense and travel expense have increased over the prior year as COVID-19 restrictions ease.

In the three months ended September 30, 2022, general and administrative expenses increased $0.5 million, or 4%, as compared with the same period in 2021. This increase was largely driven by increased intangible amortization from recent acquisitions.

In the three months ended September 30, 2022, restructuring expenses increased $0.9 million as compared with the same period in 2021. The increase was the result of cost reduction initiatives.

Other Income (Expense)



	Three Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Other income (expense)	$	2,431	2	$	126	—	$	2,305	(1,829)

The change in other income (expense), net during the three months ended September 30, 2022 compared with the same period in 2021 was related primarily to fluctuations in foreign currency exchange rates and the sale of certain intangible assets during the three months ended September 30, 2022.

Interest expense



	Three Months Ended September 30,
(dollars in thousands)	2022	% of revenue	2021	% of revenue	$ Change	% Change

Interest expense	(2,745)	3	(3,070)	3	325	11

In the three months ended September 30, 2022, interest expense decreased $0.3 million, or 11%, as compared with the same period in 2021 due to a lower principal balance and a lower effective interest rate on our Term Loan.

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Loss on debt extinguishment



	Three Months Ended September 30,
(dollars in thousands)	2022	% of revenue	2021	% of revenue	$ Change	% Change


Loss on debt extinguishment	—	—	(4,960)	(5)	4,960	n/a

In the three months ended September 30, 2022, the change in loss on debt extinguishment of $5.0 million was related to prepayment of our Senior Secured Term Loan in the prior year.

Income Taxes



	Three Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Income tax provision	$	461	—	$	411	—	$	50	12

The income tax provision for the three months ended September 30, 2022 and 2021 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.

Comparison of the Six Months Ended September 30, 2022 and 2021

Revenue


	Six Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Product revenue
Primary storage systems	$	25,402	13	$	27,994	15	$	(2,592)	(9)
Secondary storage systems	77,130		39	54,463		30	22,667		42
Devices and media	20,646		10	24,329		13	(3,683)		(15)
Total product revenue	123,178		62	106,786		58	16,392		15
Service and subscription	66,116		34	67,189		37	(1,073)		(2)
Royalty	6,918		4	8,303		5	(1,385)		(17)
Total revenue	$	196,212	100	$	182,278	100	$	13,934	8

Product revenue

In the six months ended September 30, 2022, product revenue increased $16.4 million, or 15%, as compared to the same period in 2021. Primary storage systems decreased $2.6 million, or 9%, primarily driven from a reduced number of large purchases from install base customers. Secondary storage systems increased $22.7 million, or 42%, driven by higher demand in hyperscale use cases.

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Service revenue

Service and subscription revenue decreased 2% in the six months ended September 30, 2022 compared to the same period in 2021 partially driven by lower overall legacy service revenues offset by higher subscription revenue.

Royalty revenue

We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue decreased $1.4 million, or 17%, in the six months ended September 30, 2022 compared to the same period in 2021 due to decreased market volume of older generation LTO media.

Gross Profit and Margin



	Six Months Ended September 30,
(dollars in thousands)	2022		Gross margin %	2021		Gross margin %	$ Change		Basis point change
Product	$	18,696	15.2	$	26,922	25.2	$	(8,226)	(1,000)
Service and subscription	36,266		54.9	40,441		60.2	(4,175)		(530)
Royalty	6,918		100.0	8,303		100.0	(1,385)		—
Gross profit	$	61,880	31.5	$	75,666	41.5	$	(13,786)	(1,000)

Product Gross Margin

Product gross margin decreased to 15.2% or by 10.0 percentage points for the six months ended September 30, 2022, as compared with the same period in 2021. This decrease was due primarily to a $6.9 million extraordinary inventory reserve provision recorded during the six months ended September 30, 2022. Due to longer purchasing lead times and other factors caused by the global supply chain disruptions occurring since the beginning of the COVID-19 pandemic, certain inventory has become obsolete due to next generation products being released and legacy products being discontinued. In addition, following our integration of several past acquisitions, certain legacy products were discontinued and replaced with updated product offerings rendering the related inventory obsolete. We do not believe that the magnitude of this inventory provision is indicative of our ongoing operations and is not expected to be repeated in the near term. Excluding this non-recurring adjustment, gross margins have declined approximately 4.5 percentage points for the six months ended September 30, 2022, as compared to the same period in 2021 primarily due to a less favorable mix of revenues weighted towards our lower margin product lines of business partially offset by improvements in pricing and lower supply chain costs.

Service and Subscription Gross Margin

Service and subscription gross margins decreased 530 basis points for the six months ended September 30, 2022, as compared with the same period in 2021. This was partially driven by lower overall service revenues, and 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.

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Operating expenses



	Six Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Research and development	$	22,671	11.6	$	23,680	13.0	$	(1,009)	(4)
Sales and marketing	31,555		16.1	29,414		16.1	2,141		7
General and administrative	24,254		12.4	23,293		12.8	961		4
Restructuring charges	1,646		0.8	274		0.2	1,372		501
Total operating expenses	$	80,126	40.8	$	76,661	42.1	$	3,465	5

In the six months ended September 30, 2022, research and development expense decreased $1.0 million, or 4%, as compared with the same period in 2021. This decrease was primarily driven by cost reduction measures to consolidate acquired businesses.

In the six months ended September 30, 2022, sales and marketing expenses increased $2.1 million, or 7%, as compared with the same period in 2021. Both marketing expense and travel expense have increased over the prior year as COVID-19 restrictions ease.

In the six months ended September 30, 2022, general and administrative expenses increased $1.0 million, or 4%, as compared with the same period in 2021. This increase was largely driven by increased intangible amortization from recent acquisitions.

In the six months ended September 30, 2022, restructuring expenses increased $1.4 million, or 501%, as compared with the same period in 2021. The increase was the result of cost reduction initiatives.

Other Income (Expense)



	Six Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Other income (expense)	$	3,182	2	$	(71)	—	$	3,253	4,582

The change in other income (expense), net during the six months ended September 30, 2022 compared with the same period in 2021 was related primarily to fluctuations in foreign currency exchange rates and the sale of certain intangible assets during the six months ended September 30, 2022.

Interest expense



	Six Months Ended September 30,
(dollars in thousands)	2022	% of revenue	2021	% of revenue	$ Change	% Change

Interest expense	(4,836)	2	(6,956)	4	2,120	30

In the six months ended September 30, 2022, interest expense decreased $2.1 million, or 30%, as compared with the same period in 2021 due to a lower principal balance and a lower effective interest rate on our Term Loan.

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Loss on debt extinguishment



	Six Months Ended September 30,
(dollars in thousands)	2022	% of revenue	2021	% of revenue	$ Change	% Change


Loss on debt extinguishment	(1,392)	1	(4,960)	3	3,568	n/a

In the six months ended September 30, 2022, the change in loss on debt extinguishment of $3.6 million was related to prepayments of our term debt.

Income Taxes



	Six Months Ended September 30,
(dollars in thousands)	2022		% of revenue	2021		% of revenue	$ Change		% Change
Income tax provision	$	872	—	$	424	—	$	448	106

The income tax provision for the six months ended September 30, 2022 and 2021 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 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 and substantial financial market volatility which have adversely affected both the U.S. and the global economy. We have experienced negative impacts on sales due to global supply chain constraints, inflationary concerns and overall uncertainty in the macroeconomic environment which has resulted in a significant increase in our sales backlog compared to our historical levels. The extent of the impacts depends, in part, on how long the negative trends in customer demand and supply chain levels continue. We expect the impact of COVID-19 and market instability to continue to have a significant impact on our liquidity and capital resources.

We had cash and cash equivalents of $25.7 million as of September 30, 2022, which consisted primarily of bank deposits and money market accounts. As of September 30, 2022 we had $9.1 million available to borrow under the PNC Credit Facility.

We are subject to various debt covenants under our debt agreements including a net leverage covenant and a minimum liquidity covenant. Our failure to comply with our debt covenants could materially and adversely affect our financial condition and ability to service our obligations. On April 25, 2022, we amended the covenant levels for our financial covenants under our term debt and PNC Credit Facility. We believe we were in compliance with all covenants under our debt agreements as of the date of filing of this Quarterly Report on Form 10-Q. 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, 2022.

Cash Flows

The following table summarizes our consolidated cash flows for the periods indicated.


	Six Months Ended September 30,
(in thousands)	2022		2021
Cash provided by (used in):
Operating activities	$	(17,935)	$	(15,262)
Investing activities	(9,795)		(7,396)
Financing activities	47,992		12,716
Effect of exchange rate changes	166		12
Net increase (decrease) in cash and cash equivalents and restricted cash	$	20,428	$	(9,930)

Cash Used In Operating Activities

Net cash used in operating activities was $17.9 million for the six months ended September 30, 2022. This use of cash was primarily attributable to a decrease in deferred revenue of $17.7 million. Net cash used in operating activities in the first fiscal quarter of 2022 was $18.3 million compared to $0.4 million net cash provided by operating activities in the second fiscal quarter of 2022.

Net cash used in operating activities was $15.3 million for the six months ended September 30, 2021. This use of cash was primarily attributable to changes in working capital of $14.6 million driven by increases in manufacturing and service part inventories of $7.0 million, a decrease in deferred revenue of $9.0 million and a net change in other assets and liabilities of $5.8 million. These were partially offset by cash generated by a $10.0 million decrease in accounts receivables.

Cash Used in Investing Activities

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Net cash used in investing activities was $9.8 million in the six months ended September 30, 2022, which was primarily attributable to capital expenditures of $7.4 million and a $2.0 million deferred business acquisition payment.

Net cash used in investing activities was $7.4 million for the six months ended September 30, 2021, which was primarily attributable to cash paid for our acquisition of Pivot3 of $5.0 million and capital expenditures of $2.4 million.

Cash Provided by Financing Activities

Net cash provided by financing activities was $48.0 million for the six months ended September 30, 2022, which was related primarily to $66.0 million of cash received from the Rights Offering of 30 million shares of our common stock offset by a $20.0 million prepayment of our term debt and a term debt principal amortization payment of $1.9 million

Net cash provided by financing activities was $12.7 million for the six months ended September 30, 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.

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.

We are also subject to ordinary course litigation.

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, 2022.

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-

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K for the fiscal year ended March 31, 2022 under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—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

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 September 30, 2022 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 9, Commitments and Contingencies, of the notes to the unaudited condensed consolidated financial statements for a discussion of our legal matters.

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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, 2022. 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 Description

Form

Filing Date

Exhibit

Filed or Furnished Herewith

10.1#

Director Offer Letter between Quantum Corporation and Don Jaworski, dated September 16, 2022

8-K

9/28/22

10.1

10.2#

Director Offer Letter between Quantum Corporation and Hugues Meyrath, dated September 16, 2022

8-K

9/28/22

10.2

10.3#

Form of Indemnification Agreement between Quantum Corporation and its Named Executive Officers and Directors

8-K

9/28/22

10.3

10.4

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

31.1

Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1

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

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover page interactive data file, submitted using inline XBRL (contained in Exhibit 101)

# Indicates management contract or compensatory plan or arrangement.

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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)

November 2, 2022

/s/ James J. Lerner

(Date)

James J. Lerner

President, Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

November 2, 2022

/s/ J. Michael Dodson

(Date)

J. Michael Dodson

Chief Financial Officer

(Principal Financial Officer)