Quantum Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

QUARTERLY FINANCIAL DATA (UNAUDITED)

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Mar. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

UNAUDITED QUARTERLY FINANCIAL DATA

NOTE 13:

QUARTERLY FINANCIAL DATA (UNAUDITED)

As further described in Note 2:

Restatement

, in lieu of filing quarterly reports on Form

10-Q

for the three months ended June 30, 2018 and 2017 (restated), the three and six months ended September 30, 2018 and 2017 (restated) and the three and nine months ended December 31, 2018 and 2017, quarterly financial data for these periods is included in this Annual Report on Form

10-K

in the tables that follow. Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.

QUANTUM CORPORATION

QUARTERLY CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	June 30, 2017									September 30, 2017
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
ASSETS
Current assets
Cash and cash equivalents	$	8,661		$	—		$	8,661		$	9,504		$	4,479		$	13,983
Accounts receivable, net of allowance for doubtful accounts of $29 and $317 as of June 30, 2017 and September 30, 2017		109,418			(11,910	)		97,508			105,771			(6,545	)		99,226
Manufacturing inventories		27,821			8,865			36,686			29,119			5,593			34,712
Service part inventories		19,788			—			19,788			19,915			—			19,915
Other current assets		10,005			(245	)		9,760			8,795			786			9,581
Restricted cash		1,891			1,111			3,002			1,969			1,094			3,063

Total Current Assets		177,584			(2,179	)		175,405			175,073			5,407			180,480
Property and equipment, less accumulated depreciation		10,455			(318	)		10,137			10,745			(325	)		10,420
Intangible assets, less accumulated amortization		240			—			240			204			—			204
Restricted cash, long-term		20,000			—			20,000			20,000			—			20,000
Other long-term assets		4,753			1,552			6,305			5,127			1,419			6,546

Total Assets	$	213,032		$	(945	)	$	212,087		$	211,149		$	6,501		$	217,650

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accounts payable	$	45,007		$	(513	)	$	44,494		$	48,488		$	—		$	48,488
Accrued warranty		3,161			(3,161	)		—			2,950			(2,950	)		—
Deferred revenue, current		79,996			10,460			90,456			77,090			11,415			88,505
Accrued restructuring charges, current		2,249			629			2,878			1,743			627			2,370
Convertible subordinated debt, current		62,926			—			62,926			57,034			—			57,034
Accrued compensation		22,186			(968	)		21,218			23,179			(924	)		22,255
Other accrued liabilities		13,309			4,035			17,344			12,927			3,634			16,561

Total current liabilities		228,834			10,482			239,316			223,411			11,802			235,213
Deferred revenue, long-term		36,697			1,452			38,149			35,906			868			36,774
Accrued restructuring charges, long-term		544			3,501			4,045			423			3,192			3,615
Long-term debt, net of current portion		60,219			1,515			61,734			70,631			5,860			76,491
Other long-term liabilities		4,736			5,666			10,402			5,112			5,924			11,036

Total liabilities		331,030			22,616			353,646			335,483			27,646			363,129
Commitment and contingencies (Note 11)
Stockholders’ deficit
Preferred stock 20,000 shares authorized; no shares issued as of June 30, 2017 and September 30, 2017		—			—			—			—			—			—
Common stock, $0.01 par value; 1,000,000 shares authorized; 34,101 and 34,663 shares issued and outstanding at June 30, 2017 and September 30, 2017, respectively		341			—			341			347			—			347
Additional paid-in capital		475,357			—			475,357			476,409			(316	)		476,093
Accumulated deficit		(596,969	)		(18,961	)		(615,930	)		(604,832	)		(16,196	)		(621,028	)
Accumulated other comprehensive income (loss)		3,273			(4,600	)		(1,327	)		3,742			(4,633	)		(891	)

Total stockholders’ deficit		(117,998	)		(23,561	)		(141,559	)		(124,334	)		(21,145	)		(145,479	)

Total liabilities and stockholders’ deficit	$	213,032		$	(945	)	$	212,087		$	211,149		$	6,501		$	217,650

QUANTUM CORPORATION

QUARTERLY CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	As Restated
	June 30, 2017			September 30, 2017			December 31, 2017			June 30, 2018			September 30, 2018			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	8,661		$	13,983		$	10,309		$	10,227		$	5,704		$	10,926
Accounts receivable, net of allowance for doubtful accounts of $29, $317, $314, $1, $518 and $1,068; as of June 30, 2017, September 30, 2017, December 31, 2017, June 30, 2018, September 30, 2018, and December 31, 2018		97,508			99,226			96,156			81,427			76,304			79,571
Manufacturing inventories		36,686			34,712			35,461			30,666			21,084			15,563
Service part inventories		19,788			19,915			19,061			19,397			18,642			18,551
Other current assets		9,760			9,581			8,335			11,348			11,291			7,877
Restricted cash		3,002			3,063			3,054			1,220			6,124			1,098

Total Current Assets		175,405			180,480			172,376			154,285			139,149			133,586
Property and equipment, less accumulated depreciation		10,137			10,420			10,226			9,361			8,925			8,773
Intangible assets, less accumulated amortization		240			204			164			112			86			60
Restricted cash, long-term		20,000			20,000			12,000			5,000			—			5,000
Other long term-assets		6,305			6,546			8,663			8,500			6,034			7,572

Total Assets	$	212,087		$	217,650		$	203,429		$	177,258		$	154,194		$	154,991

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	44,494		$	48,488		$	57,142		$	51,601		$	45,021		$	38,774
Deferred revenue, current		90,456			88,505			87,388			94,063			89,020			84,879
Accrued restructuring charges, current		2,878			2,370			5,086			2,681			4,437			3,947
Long-term debt current portion		—			—			—			9,000			127,514			1,500
Convertible subordinated debt, current		62,926			57,034			—			—			—			—
Accrued compensation		21,218			22,255			20,144			15,182			15,559			14,705
Other accrued liabilities		17,344			16,561			19,024			23,114			29,150			25,295

Total current liabilities		239,316			235,213			188,784			195,641			310,701			169,100
Deferred revenue, long-term		38,149			36,774			35,824			36,520			34,577			34,361
Accrued restructuring charges, long-term		4,045			3,615			3,098			2,432			—			—
Long-term debt, net of current portion		61,734			76,491			117,301			112,255			—			137,073
Other long-term liabilities		10,402			11,036			11,126			11,823			10,564			10,695

Total liabilities		353,646			363,129			356,133			358,671			355,842			351,229
Commitment and contingencies (Note 11)
Stockholders’ Deficit
Preferred stock:
Preferred stock 20,000 shares authorized; no shares issued as of June 30, 2017, September 30, 2017, December 31, 2017, June 30, 2018, September 30, 2018, and December 31, 2018		—			—			—			—			—			—
Common stock:
Common stock, $0.01 par value; 1,000,000 shares authorized; 34,101, 34,663, 35,077, 35,443, 35,556, and 35,553 shares issued and outstanding at June 30, 2017, September 30, 2017, December 31, 2017, June 30, 2018, September 30, 2018, and December 31, 2018, respectively		341			347			351			356			358			358
Additional paid-in capital		475,357			476,093			479,289			482,028			483,494			493,347
Accumulated deficit		(615,930	)		(621,028	)		(631,224	)		(662,640	)		(684,257	)		(688,543	)
Accumulated other comprehensive loss		(1,327	)		(891	)		(1,120	)		(1,157	)		(1,243	)		(1,400	)

Total stockholders’ deficit		(141,559	)		(145,479	)		(152,704	)		(181,413	)		(201,648	)		(196,238	)

Total liabilities and stockholders’ deficit	$	212,087		$	217,650		$	203,429		$	177,258		$	154,194		$	154,991

QUANTUM CORPORATION

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	As Restated
	Three Months Ended June 30, 2017			Three Months Ended September 30, 2017			Six Months Ended June 30, 2017			Three Months Ended December 31, 2017			Nine Months Ended December 31, 2017			Three Months Ended March 31, 2018
Revenue
Product revenue	$	69,483		$	67,596		$	137,079		$	75,343		$	212,422		$	56,160
Service revenue		35,117			34,910			70,027			34,875			104,902			31,621
Royalty revenue		9,995			9,280			19,275			5,776			25,051			7,528

Total revenue		114,595			111,786			226,381			115,994			342,375			95,309

Costs and expenses:
Product cost of revenue		50,680			51,602			102,282			58,119			160,401			45,710
Service cost of revenue		15,077			14,865			29,942			14,915			44,857			13,932

Total cost of revenue		65,757			66,467			132,224			73,034			205,258			59,642

Gross profit		48,838			45,319			94,157			42,960			137,117			35,667

Operating expenses:
Research and development		10,605			10,190			20,795			9,162			29,957			8,605
Sales and marketing		27,078			25,824			52,902			26,711			79,613			22,629
General and administrative		12,424			11,506			23,930			12,416			36,346			15,782
Restructuring charges		1,631			70			1,701			4,239			5,940			2,534

Total operating expenses		51,738			47,590			99,328			52,528			151,856			49,550

Income (loss) from operations		(2,900	)		(2,271	)		(5,171	)		(9,568	)		(14,739	)		(13,883	)
Other (income) expense, net:
Interest expense, net		2,579			2,638			5,217			2,968			8,185			3,485
Loss on debt extinguishment		-			39			39			-			39			6,895
Other (income) expenses		(98	)		(77	)		(175	)		(210	)		(385	)		(382	)

Loss before income taxes		(5,381	)		(4,871	)		(10,252	)		(12,326	)		(22,578	)		(23,881	)
Income tax expense (benefit)		(1,262	)		228			(1,034	)		(2,127	)		(3,161	)		48

Net loss	$	(4,119	)	$	(5,099	)	$	(9,218	)	$	(10,199	)	$	(19,417	)	$	(23,929	)

Net loss per share
Basic	$	(0.12	)	$	(0.15	)	$	(0.27	)	$	(0.29	)		(0.56	)	$	(0.68	)
Diluted	$	(0.12	)	$	(0.15	)	$	(0.27	)	$	(0.29	)		(0.56	)	$	(0.68	)
Weighted average number of common shares
Basic		34,093			34,580			34,338			34,820			34,499			35,263
Diluted		34,093			34,580			34,338			34,820			34,499			35,263


	Three Months Ended June 30, 2018			Three Months Ended September 30, 2018			Six Months Ended September 30, 2018			Three Months Ended December 31, 2018			Nine Months Ended December 31, 2018			Three Months Ended March 31, 2019
Revenue
Product revenue	$	66,869		$	51,622		$	118,491		$	62,986		$	181,477		$	63,177
Service revenue		33,564			33,352			66,916			34,097			101,013			33,683
Royalty revenue		7,079			4,938			12,017			4,896			16,913			6,417

Total revenue		107,512			89,912			197,424			101,979			299,403			103,277
Costs and expenses:
Product cost of revenue		45,438			41,319			86,757			45,819			132,576			47,270
Service cost of revenue		15,735			13,066			28,801			13,078			41,879			13,341
Total cost of revenue		61,173			54,385			115,558			58,897			174,455			60,611

Gross profit		46,339			35,527			81,866			43,082			124,948			42,666
Operating expense
Research and development		8,261			7,862			16,123			7,907			24,030			8,083
Sales and marketing		19,125			16,682			35,807			16,990			52,797			16,603
General and administrative		19,391			14,072			33,463			13,481			46,944			18,333
Restructuring charges		3,907			294			4,201			1,227			5,428			142

Total operating expenses		50,684			38,910			89,594			39,605			129,199			43,161
Total costs and expenses		111,857			93,295			205,152			98,502			303,654			103,772

Gain (loss) from operations		(4,345	)		(3,383	)		(7,728	)		3,477			(4,251	)		(495	)
Other expenses and losses, net:
Interest expense, net		3,935			4,636			8,571			6,238			14,809			6,286
Loss on debt extinguishment		—			12,425			12,425			5,033			17,458			—
Other expenses (income)		(220	)		196			(24	)		(3,846	)		(3,870	)		992

Net loss before income taxes		(8,060	)		(20,640	)		(28,700	)		(3,948	)		(32,648	)		(7,773	)
Income tax expense		(575	)		977			402			337			739			1,637

Net Loss	$	(7,485	)	$	(21,617	)	$	(29,103	)	$	(4,285	)	$	(33,387	)	$	(9,410	)

Net Loss Per Share
Basic	$	(0.21	)	$	(0.61	)	$	(0.82	)	$	(0.12	)	$	(0.94	)	$	(0.26	)
Diluted	$	(0.21	)	$	(0.61	)	$	(0.82	)	$	(0.12	)	$	(0.94	)	$	(0.26	)
Weighted average number of common shares
Basic		35,444			35,502			35,473			35,552			35,500			35,710
Diluted		35,444			35,502			35,473			35,552			35,500			35,710

QUANTUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended June 30, 2017 (as Restated)			Six Months Ended September 30, 2017 (as Restated)			Nine Months Ended December 31, 2017
Cash flows from operating activities:
Net loss	$	(4,119	)	$	(9,218	)	$	(19,417	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,313			2,610			3,822
Amortization of debt issuance costs		427			855			1,263
Provision for product and service parts inventories		2,221			4,163			7,073
Stock based compensation		1,613			3,013			4,583
Non-cash loss on debt extinguishment		—			39			121
Non-cash restructuring charges		—			—			598
Pension Expense		393			733			1,075
Bad Debt Expense		11			292			290
Deferred Income Taxes, net		98			(319	)		(2,700	)
Loss on Asset Disposal		—			2			20
Unrealized Foreign Exchange (Gain) loss		1,679			1,019			963
Change in fair value of warrants		—			—			33
(Gain) loss on investment		35			72			113
Changes in assets and liabilities:
Accounts receivable		4,595			3,065			5,846
Manufacturing inventories		(1,781	)		(1,199	)		(2,976	)
Service parts inventories		(1,195	)		(2,384	)		(3,426	)
Accounts payable		3,650			7,375			16,229
Accrued restructuring charges		641			(297	)		1,902
Accrued compensation		(2,964	)		(2,267	)		(4,720	)
Deferred revenue		(2,621	)		(5,947	)		(8,015	)
Other assets and liabilities		(3,227	)		(2,913	)		552

Net cash provided by (used in) operating activities		769			(1,306	)		3,229
Cash flows from investing activities:
Purchases of property and equipment		(178	)		(1,151	)		(2,060	)
Proceeds from sale of assets		65			275			4
Cash distributions from investments		278			278			278

Net cash provided by (used in) investing activities		165			(598	)		(1,778	)
Cash flows from financing activities:
Borrowings of long-term debt and convertible debt, net		72,077			165,270			290,404
Repayments on debt		(77,175	)		(155,766	)		(239,109	)
Repayment of convertible subordinated debt		—			(6,030	)		(62,836	)
Payment of taxes due upon vesting of restricted stock		(107	)		(1,777	)		(1,807	)
Proceeds from issuance of common stock, net		1			1,012			1,012

Net cash provided by (used in) financing activities		(5,204	)		2,709			(12,336	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		21			329			336
Net increase (decrease) in cash, cash equivalents and restricted cash		(4,249	)		1,134			(10,549	)

Cash, cash equivalents and restricted cash at the beginning of period		35,912			35,912			35,912

Cash, cash equivalents and restricted cash at the end of period	$	31,663		$	37,046		$	25,363

Supplemental disclosure of cash flow information
Purchases of property and equipment included in accounts payable	$	17		$	287		$	88
Transfer of inventory to property and equipment	$	407		$	919		$	934
Cash Paid For
Interest	$	1,561		$	4,515		$	7,118
Taxes, net of refund	$	508		$	914		$	1,179

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
Cash and cash equivalents	$	8,661		$	13,983		$	10,309
Restricted cash		3,002			3,063			3,054
Restricted cash, long-term		20,000			20,000			12,000

Total cash, cash equivalents and restricted cash at the end of period	$	31,663		$	37,046		$	25,363

QUANTUM CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	Three Months Ended June 30, 2018			Six Months Ended September 30, 2018			Nine Months Ended December 31, 2018
Cash flows from operating activities:
Net loss	$	(7,485	)	$	(29,102	)	$	(33,387	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		1,105			2,129			3,150
Amortization of intangible assets		26			52			78
Amortization of debt issuance costs		171			842			2,211
Provision for product and service parts		3,871			5,859			7,385
Stock based compensation		427			1,718			2,818
Non-cash interest expense, net		632			1,103			1,670
Non-cash loss on debt extinguishment		—			12,425			17,459
Pension expense		287			514			787
Bad debt expense		(895	)		(383	)		167
Deferred income taxes, net		(376	)		603			903
Loss on asset disposal		1			3			31
Unrealized foreign exchange (gain) loss		(238	)		(286	)		(382	)
Change in fair value of warrants		(108	)		164			(942	)
(Gain) loss on investment		(16	)		(43	)		(2,861	)
Changes in assets and liabilities:
Accounts receivable		15,017			19,434			15,677
Manufacturing inventories		3,170			11,677			16,475
Service parts inventories		(860	)		(1,122	)		(2,050	)
Accounts payable		(11,048	)		(17,520	)		(24,031	)
Accrued warranty
Accrued restructuring charges		(706	)		(1,382	)		(1,872	)
Accrued compensation		(4,564	)		(4,415	)		(5,542	)
Deferred revenue		(4,433	)		(11,426	)		(15,783	)
Other assets and liabilities		8,576			11,826			7,744

Net cash provided by (used in) operating activities		2,554			2,670			(10,295	)
Cash flows from investing activities:
Purchases of property and equipment		(695	)		(1,331	)		(1,755	)
Proceeds from sale of assets		—			—			50
Cash distributions from investments		322			41			2,892

Net cash provided by (used in) investing activities		(373	)		(1,290	)		1,187
Cash flows from financing activities:
Borrowings of long-term debt and convertible debt, net		77,806			164,968			397,088
Repayments on debt		(80,674	)		(171,584	)		(388,074	)
Proceeds from issuance of common stock, net		(6	)		(6	)		(6	)

Net cash provided by (used in) financing activities		(2,874	)		(6,622	)		9,008
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(67	)		(137	)		(84	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(760	)		(5,379	)		(184	)

Cash, cash equivalents and restricted cash at the beginning of period		17,207			17,207			17,207

Cash, cash equivalents and restricted cash at the end of period	$	16,447		$	11,828		$	17,023

Supplemental disclosure of cash flow information
Purchases of Property and Equipment included in Accounts Payable	$	2		$	104		$	159
Transfer of Inventory to Property and Equipment	$	72		$	176		$	393

Cash Paid For
Interest	$	4,399		$	9,938		$	12,140
Taxes, net of refund	$	(58	)	$	4,458		$	64

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
Cash and cash equivalents	$	10,227		$	5,704		$	10,927
Restricted cash		1,220			6,124			1,096
Restricted cash, long-term		5,000			—			5,000

Total cash, cash equivalents and restricted cash at the end of period	$	16,447		$	11,828		$	17,023

Consolidated Financial Statement Adjustments Tables

The following tables present the restatement adjustments to previously issued consolidated financial statements, including the previously reported consolidated balance sheet as of June 30, 2017 and September 30, 2017 and the consolidated statements of operations, comprehensive loss and cash flows for the three month periods ended June 30, 2017 and September 30, 2017 and the six month period ended September 30, 2017.

The categories of restatement adjustments are described below:

(a)

Investigation Related Revenue –

As disclosed in Note 2

– Restatement, the Company prematurely recognized product revenue sold to certain distributors, resellers and end-user customers. The associated product cost of revenue for each product revenue sales order was also recognized in the incorrect period. Additionally, for all transactions where product revenue was recognized prematurely, a reclassification is recorded at sell-in to reflect the movement of inventory at Quantum’s warehouse to inventory at its distributor’s warehouse. For the transactions where revenue was recognized prematurely, the Company restated the consolidated financial statements to reflect the revenue in the period in which the criteria for revenue recognition under U.S. GAAP have been satisfied. For revenue transactions where the criteria for revenue recognition under U.S. GAAP have not yet been satisfied, we deferred revenue recognition until all criteria are satisfied.

(b)

Service Revenue Amortization Convention

– The Company inappropriately recognized service revenue on a monthly convention at the beginning of the initial month of service regardless of the service period start date resulting in an acceleration of revenue recognition. Additionally, certain annual service contracts were inappropriately recognized over a 13-month period resulting in a deceleration of revenue recognition.

(c)

Cash Consideration Paid to Customers –

The Company inappropriately recorded cash consideration paid to customers as expenses rather than as a reduction of revenue as such payments did not meet the identifiable benefit criteria within the Accounting Standards Codification (“ASC”) 605,

Revenue Recognition

(“Topic 605”) guidance. We have reclassified these expenses from sales and marketing expense to product revenue.

(d)	Accrued Warranty – The Company reviewed its warranty accrual methodology and determined that previous estimates did not appropriately reflect the Company’s historical experience. The Company changed its method in calculating the warranty accrual and applied the adjustments retroactively.

(e)	Commissions Accrual – Relating to misstatement (a), when the Company prematurely recognized revenue, the associated commission expense was also prematurely recognized. The Company restated commission expense to match the timing of associated revenue recognition

(f)	Short Term Disability Plan – The Company inappropriately accounted for its employee funded disability plan and did not reflect employee contributions within restricted cash and did not recognize the obligation to fund disability claims as incurred.

(g)	Third Party Maintenance Contracts – The Company changed its method to appropriately accounting for capitalized third party maintenance contracts.

(h)	Debt Issuance Costs – The Company reclassified capitalized debt issuance costs on its revolver loan from long term debt to a current asset. There was no cumulative impact to pre-tax earnings for the fiscal year ended March 31, 2017.

(i)	Restructuring – The Company did not properly calculate expenses related to its restructuring activities, including failure to apply appropriate discount rates and omitting certain facilities in calculating the restructuring liabilities.

(j)

Performance Based Stock Units –

The Company previously accrued stock-based compensation expense on performance based stock units (“PSUs”) assuming the shares would be earned. The Company determined the likelihood of meeting the required conditions at the time was remote and therefore should not have recognized stock-based compensation expense for the related PSUs.

(k)	Debt – The Company incorrectly accounted for multiple amendments to the term loan and revolving credit agreements described in Note 5: Long-Term Debt, resulting in errors in the treatment of debt extinguishment and issuance costs.

(I)	Certain activities in the statement of cash flows and consolidated balance sheets have been reclassified to conform with current fiscal year’s presentation.

(m)	Australian Deferred Tax Assets and Valuation Allowance – The Company failed to record deferred tax assets for certain book-tax differences at an Australian affiliate and to further establish a valuation allowance against certain of the tax assets.

(n)	Deferred Tax Liability Related to Unrealized Swiss Currency Gains – The Company misclassified and under accrued Swiss income tax on unrealized currency gains attributable to a dollar-denominated intercompany note receivable.

(o)	Reserves for Uncertain Tax Positions on Transfer Pricing – The Company did not accrue a reserve for foreign taxes payable due to uncertain tax positions relating to its transfer pricing for services and interest income on intercompany notes and payables.

(p)

Valuation Allowance for State Net Operating Losses

– The Company failed to analyze all evidence, both positive and negative, when considering the future realization of its Texas state net operating loss carryforward and inappropriately established a 100% valuation allowance against the related deferred tax asset. The Company reevaluated the evidence and partially removed this valuation allowance.

(q)

Tax Accounting

– The Company recalculated its income tax expense on an annual and quarterly basis to account for certain errors in the previous calculations of its federal income tax receivable and state income tax payable. Restatements impacting book income and various asset and liability accounts had no net effect on deferred taxes or tax expense due to the Company’s position of losses and a full valuation allowance.

(r)

Other Adjustments – There are other restatement matters otherwise not described in items (a) through (m) of this Note. The related adjustments are individually insignificant in the fiscal year ended March 31, 2017 but in aggregate are material to the consolidated financial statements. These misstatements include:

•

Unrecognized gain (loss) of cumulative translation adjustments upon the liquidation of certain foreign entities

•

Unrecognized asset retirement obligations

•

Incorrect accounting for a cost method investment

•

Accruals recorded in the incorrect accounting period


	Three Months Ended June 30, 2017
	As Previously Reported			Restatement Adjustments			Restatement Reference	As Restated
Revenue
Product Revenue	$	71,618		$	(2,135	)	a, c	$	69,483
Service Revenue		35,246			(129	)	b		35,117
Royalty revenue		9,995			—				9,995

Total Revenue		116,859			(2,264	)			114,595
Costs and expenses:
Product cost of revenue		50,949			(269	)	a		50,680
Service cost of revenue		15,090			(13	)	d		15,077

Total cost of revenue		66,039			(282	)			65,757

Gross profit		50,820			(1,982	)			48,838
Operating expense
Research and development		10,605			—				10,605
Sales and marketing		27,824			(746	)	c, e		27,078
General and administrative		12,509			(85	)	r		12,424
Restructuring charges		2,335			(704	)	i		1,631

Total operating expenses		53,273			(1,535	)			51,738

Loss from operations		(2,453	)		(447	)			(2,900	)
Other expenses and losses, net:
Interest (income) expense		2,558			21		r		2,579
Other income		(98	)		—				(98	)
Loss before income taxes		(4,913	)		(468	)			(5,381	)
Income tax benefit		(1,240	)		(22	)	m, o-q		(1,262	)

Net loss	$	(3,673	)	$	(446	)		$	(4,119	)

Loss per share:
Basic	$	(0.11	)					$	(0.12	)
Diluted	$	(0.11	)					$	(0.12	)
Weighted average common shares outstanding - basic		34,093							34,093
Weighted average common shares outstanding - diluted		34,093							34,093

QUANTUM CORPORATION

CONSOLIDATED BALANCE SHEET

(in thousands, except per share amounts)


	June 30, 2017
	As Previously Reported			Restatement Adjustments			Restatement Reference	As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	8,661		$	—			$	8,661
Accounts receivable, net of allowance for doubtful accounts of $5,145 as of		109,418			(11,910	)	a		97,508
June 30, 2017		—							—
Manufacturing inventories		27,821			8,865		a		36,686
Service part inventories		19,788			—				19,788
Other current assets		10,005			(245	)	g, q		9,760
Restricted cash		1,891			1,111		f		3,002

Total current assets		177,584			(2,179	)			175,405
Property and equipment, less accumulated depreciation		10,455			(318	)	r		10,137
Intangible assets, less accumulated amortization		240			—				240
Restricted cash, long-term		20,000			—				20,000
Other long term assets		4,753			1,552		h, m, p, r		6,305

Total Assets	$	213,032		$	(945	)		$	212,087

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities
Accounts payable	$	45,007		$	(513	)	g	$	44,494
Accrued warranty		3,161			(3,161	)	l		—
Deferred revenue, current		79,996			10,460		a, b		90,456
Accrued restructuring charges, current		2,249			629		i		2,878
Convertible subordinated debt, current		62,926			—				62,926
Accrued compensation		22,186			(968	)	e, f		21,218
Other accrued liabilities		13,309			4,035		a, d, l, n, q, r		17,344

Total current liabilities		228,834			10,482				239,316
Deferred revenue, long-term		36,697			1,452		b		38,149
Accrued restructuring charges, long-term		544			3,501		i		4,045
Long-term debt, net of current portion		60,219			1,515		h		61,734
Other long-term liabilities		4,736			5,666		n, p, q		10,402

Total liabilities		331,030			22,616				353,646

Commitment and contingencies (Note 11)
Stockholders’ deficit
Preferred stock:
Preferred stock 20,000 shares authorized; no shares issued as of June 30, 2017		—			—				—
Common stock:
Common stock, $0.01 par value; 1,000,000 shares authorized; 34,101		341			—				341
shares issued and outstanding at June 30, 2017
Additional paid-in capital		475,357			—				475,357
Accumulated deficit		(596,969	)		(18,961	)	a-b, d-e, m, o-q, r		(615,930	)
Accumulated other comprehensive income		3,273			(4,600	)	n, r		(1,327	)

Total Stockholders’ deficit		(117,998	)		(23,561	)			(141,559	)

Total liabilities and stockholders’ deficit	$	213,032		$	(945	)		$	212,087

QUANTUM CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands except per share amounts)


	Three Months Ended September 30, 2017
	As Previously Reported			Restatement Adjustments			Restatement Reference		As Restated
Revenue:
Product revenue	$	63,606		$	3,990			a, c	$	67,596
Service revenue		34,165			745			b		34,910
Royalty revenue		9,280			—					9,280

Total revenue		107,051			4,735					111,786

Costs and expenses:
Product cost of revenue		48,561			3,041			a		51,602
Service cost of revenue		14,717			148			d		14,865
Total cost of revenue		63,278			3,189					66,467

Gross profit		43,773			1,546					45,319

Operating expense
Research and development		10,190			—					10,190
Sales and marketing		26,179			(355	)		c, e		25,824
General and administrative		12,158			(652	)		j, r		11,506
Restructuring charges		31			39			i		70

Total operating expenses		48,558			(968	)				47,590

Total costs and expenses		111,836			2,221					114,057

Income (loss) from operations		(4,785	)		2,514					(2,271	)
Other (income) expenses:
Interest expense, net		2,617			21			r		2,638
Loss on debt extinguishment		39			—					39
Other income		(77	)		—					(77	)

Net income loss before income taxes		(7,364	)		2,493					(4,871	)

Income tax expense (benefit)		499			(271	)		m, o-q		228

Net income (loss)	$	(7,863	)	$	2,764				$	(5,099	)

Loss per share:
Basic	$	(0.23	)						$	(0.15	)
Diluted	$	(0.23	)						$	(0.15	)
Weighted average common shares outstanding - basic		34,580								34,580
Weighted average common shares outstanding - diluted		34,580								34,580


	Six Months Ended September 30, 2017
	As Previously Reported			Restatement Adjustments			Restatement Reference		As Restated
Revenue
Product revenue	$	135,224		$	1,855			a, c	$	137,079
Service revenue		69,410			617			b		70,027
Royalty revenue		19,275			—					19,275

Total Revenue		223,909			2,472					226,381
Costs and expenses:
Product cost of revenue		99,510			2,772			a		102,282
Service cost of revenue		29,807			135			d		29,942

Total cost of revenue		129,317			2,907					132,224

Gross profit		94,592			(435	)				94,157
Operating expense
Research and development		20,795			—					20,795
Sales and marketing		54,003			(1,101	)		c, e		52,902
General and administrative		24,667			(737	)		j, r		23,930
Restructuring charges		2,366			(665	)		i		1,701
Goodwill impairment		—			—					—

Total operating expenses		101,831			(2,503	)				99,328

Loss from operations		(7,239	)		2,068					(5,171	)
Other (income) expense, net:
Interest expense, net		5,175			42			r		5,217
(Gain) loss on debt extinguishment		39			—					39
Other expenses (income)		(175	)		—					(175	)

Net loss before income taxes		(12,278	)		2,026					(10,252	)
Income tax benefit		(741	)		(293	)		m, o-q		(1,034	)

Net income (net loss)	$	(11,537	)	$	2,319				$	(9,218	)

Net loss per share:
Basic	$	(0.34	)						$	(0.27	)
Diluted	$	(0.34	)						$	(0.27	)
Weighted average common shares outstanding - basic		34,338								34,338
Weighted average common shares outstanding - diluted		34,338								34,338