Schedule of Adjustment For Correction to Previous Periods |
QUANTUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As restated |
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
25,963 |
|
|
$ |
— |
|
|
|
|
$ |
25,963 |
|
Restricted cash |
212 |
|
|
— |
|
|
|
|
212 |
|
Accounts receivable, net of allowance for credit losses of $201 |
72,464 |
|
|
— |
|
|
|
|
72,464 |
|
Manufacturing inventories |
19,441 |
|
|
— |
|
|
|
|
19,441 |
|
Service parts inventories |
25,304 |
|
|
— |
|
|
|
|
25,304 |
|
Prepaid expenses |
4,158 |
|
|
— |
|
|
|
|
4,158 |
|
Other current assets |
5,513 |
|
|
— |
|
|
|
|
5,513 |
|
Total current assets |
153,055 |
|
|
— |
|
|
|
|
153,055 |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
16,555 |
|
|
— |
|
|
|
|
16,555 |
|
Intangible assets, net |
4,941 |
|
|
— |
|
|
|
|
4,941 |
|
Goodwill |
12,969 |
|
|
— |
|
|
|
|
12,969 |
|
|
|
|
|
|
|
|
|
Right-of-use assets, net |
10,291 |
|
|
— |
|
|
|
|
10,291 |
|
Other long-term assets |
15,846 |
|
|
— |
|
|
|
|
15,846 |
|
Total assets |
$ |
213,657 |
|
|
$ |
— |
|
|
|
|
$ |
213,657 |
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
$ |
35,716 |
|
|
$ |
— |
|
|
|
|
35,716 |
|
Accrued compensation |
15,710 |
|
|
— |
|
|
|
|
15,710 |
|
Deferred revenue, current portion |
82,504 |
|
|
(2,697) |
|
|
(a) |
|
79,807 |
|
Term debt, current portion |
5,000 |
|
|
— |
|
|
|
|
5,000 |
|
Warrant liabilities |
— |
|
|
7,989 |
|
|
(b) |
|
7,989 |
|
Other accrued liabilities |
13,666 |
|
|
— |
|
|
|
|
13,666 |
|
Total current liabilities |
152,596 |
|
|
5,292 |
|
|
|
|
157,888 |
|
Deferred revenue, net of current portion |
43,306 |
|
|
(7,811) |
|
|
|
|
35,495 |
|
Revolving credit facility |
16,750 |
|
|
— |
|
|
|
|
16,750 |
|
Term debt, net of current portion |
66,354 |
|
|
— |
|
|
|
|
66,354 |
|
Operating lease liabilities |
10,169 |
|
|
— |
|
|
|
|
10,169 |
|
Other long-term liabilities |
11,370 |
|
|
— |
|
|
|
|
11,370 |
|
Total liabilities |
300,545 |
|
|
(2,519) |
|
|
|
|
298,026 |
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
|
|
Preferred stock, 20,000 shares authorized; no shares issued |
— |
|
|
— |
|
|
|
|
— |
|
Common stock: |
|
|
|
|
|
|
|
Common stock, $0.01 par value; 225,000 shares authorized; 93,574 shares issued and outstanding |
936 |
|
|
— |
|
|
|
|
936 |
|
Additional paid-in capital |
722,603 |
|
|
(20,233) |
|
|
(b) |
|
702,370 |
|
Accumulated deficit |
(808,846) |
|
|
22,752 |
|
|
(a) (b) |
|
(786,094) |
|
Accumulated other comprehensive loss |
(1,581) |
|
|
— |
|
|
|
|
(1,581) |
|
Total stockholders' deficit |
(86,888) |
|
|
2,519 |
|
|
|
|
(84,369) |
|
Total liabilities and stockholders' deficit |
$ |
213,657 |
|
|
$ |
— |
|
|
|
|
$ |
213,657 |
|
QUANTUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As restated |
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
5,210 |
|
|
$ |
— |
|
|
|
|
$ |
5,210 |
|
Restricted cash |
283 |
|
|
— |
|
|
|
|
283 |
|
Accounts receivable, net of allowance for credit losses of $422, respectively |
69,354 |
|
|
— |
|
|
|
|
69,354 |
|
Manufacturing inventories |
33,546 |
|
|
— |
|
|
|
|
33,546 |
|
Service parts inventories |
24,254 |
|
|
— |
|
|
|
|
24,254 |
|
Prepaid expenses |
7,853 |
|
|
— |
|
|
|
|
7,853 |
|
Other current assets |
4,697 |
|
|
— |
|
|
|
|
4,697 |
|
Total current assets |
145,197 |
|
|
— |
|
|
|
|
145,197 |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
12,853 |
|
|
— |
|
|
|
|
12,853 |
|
Intangible assets, net |
9,584 |
|
|
— |
|
|
|
|
9,584 |
|
Goodwill |
12,969 |
|
|
— |
|
|
|
|
12,969 |
|
|
|
|
|
|
|
|
|
Right-of-use assets, net |
11,107 |
|
|
— |
|
|
|
|
11,107 |
|
Other long-term assets |
9,925 |
|
|
— |
|
|
|
|
9,925 |
|
Total assets |
$ |
201,635 |
|
|
$ |
— |
|
|
|
|
$ |
201,635 |
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
$ |
34,220 |
|
|
$ |
— |
|
|
|
|
34,220 |
|
Accrued compensation |
16,141 |
|
|
— |
|
|
|
|
16,141 |
|
Deferred revenue, current portion |
86,517 |
|
|
611 |
|
|
(a) |
|
87,128 |
|
|
|
|
|
|
|
|
|
Term debt, current portion |
4,375 |
|
|
— |
|
|
|
|
4,375 |
|
|
|
|
|
|
|
|
|
Warrant liabilities |
— |
|
|
18,237 |
|
|
(b) |
|
18,237 |
|
Other accrued liabilities |
16,562 |
|
|
— |
|
|
|
|
16,562 |
|
Total current liabilities |
157,815 |
|
|
18,848 |
|
|
|
|
176,663 |
|
Deferred revenue, net of current portion |
41,580 |
|
|
(1,792) |
|
|
|
|
39,788 |
|
Revolving credit facility |
17,735 |
|
|
— |
|
|
|
|
17,735 |
|
Term debt, net of current portion |
89,448 |
|
|
— |
|
|
|
|
89,448 |
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
9,891 |
|
|
— |
|
|
|
|
9,891 |
|
Other long-term liabilities |
11,849 |
|
|
— |
|
|
|
|
11,849 |
|
Total liabilities |
328,318 |
|
|
17,056 |
|
|
|
|
345,374 |
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
|
|
Preferred stock, 20,000 shares authorized; no shares issued |
— |
|
|
— |
|
|
|
|
— |
|
Common stock: |
|
|
|
|
|
|
|
Common stock, $0.01 par value; 225,000 shares authorized; 60,433 shares issued and outstanding |
605 |
|
|
— |
|
|
|
|
605 |
|
Additional paid-in capital |
645,038 |
|
|
(20,233) |
|
|
(b) |
|
624,805 |
|
Accumulated deficit |
(770,903) |
|
|
3,177 |
|
|
(a) (b) |
|
(767,726) |
|
Accumulated other comprehensive loss |
(1,423) |
|
|
— |
|
|
|
|
(1,423) |
|
Total stockholders' deficit |
(126,683) |
|
|
(17,056) |
|
|
|
|
(143,739) |
|
Total liabilities and stockholders' deficit |
$ |
201,635 |
|
|
$ |
— |
|
|
|
|
$ |
201,635 |
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2023 |
|
|
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As restated |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
Product |
$ |
266,537 |
|
|
$ |
8,317 |
|
|
(a) |
|
$ |
274,854 |
|
|
|
Service and subscription |
132,510 |
|
1,008 |
|
|
(a) |
|
133,518 |
|
|
|
Royalty |
13,705 |
|
— |
|
|
|
|
13,705 |
|
|
|
Total revenue |
412,752 |
|
|
9,325 |
|
|
|
|
422,077 |
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
Product |
220,031 |
|
— |
|
|
|
|
220,031 |
|
|
|
Service and subscription |
58,782 |
|
— |
|
|
|
|
58,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
278,813 |
|
|
— |
|
|
|
|
278,813 |
|
|
|
Gross profit |
133,939 |
|
|
9,325 |
|
|
|
|
143,264 |
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Sales and marketing |
66,034 |
|
— |
|
|
|
|
66,034 |
|
|
|
General and administrative |
47,752 |
|
— |
|
|
|
|
47,752 |
|
|
|
Research and development |
44,555 |
|
— |
|
|
|
|
44,555 |
|
|
|
Restructuring charges |
1,605 |
|
— |
|
|
|
|
1,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
159,946 |
|
|
— |
|
|
|
|
159,946 |
|
|
|
Income (loss) from operations |
(26,007) |
|
|
9,325 |
|
|
|
|
(16,682) |
|
|
|
Other income, net |
1,956 |
|
|
— |
|
|
|
|
1,956 |
|
|
|
Interest expense |
(10,560) |
|
|
— |
|
|
|
|
(10,560) |
|
|
|
Change in fair value of warrant liability |
— |
|
|
10,250 |
|
|
(b) |
|
10,250 |
|
|
|
Loss on debt extinguishment, net |
(1,392) |
|
|
— |
|
|
|
|
(1,392) |
|
|
|
Net income (loss) before income taxes |
(36,003) |
|
|
19,575 |
|
|
|
|
(16,428) |
|
|
|
Income tax provision |
1,940 |
|
— |
|
|
|
|
1,940 |
|
|
|
Net income (loss) |
$ |
(37,943) |
|
|
$ |
19,575 |
|
|
|
|
$ |
(18,368) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend on warrants |
(389) |
|
|
389 |
|
|
(b) |
|
— |
|
|
|
Net income (loss) attributable to common stockholders |
$ |
(38,332) |
|
|
$ |
19,964 |
|
|
|
|
$ |
(18,368) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to common stockholders- basic |
$ |
(0.42) |
|
|
$ |
0.22 |
|
|
|
|
$ |
(0.20) |
|
|
|
Net income (loss) per share attributable to common stockholders - diluted |
$ |
(0.42) |
|
|
$ |
0.14 |
|
|
|
|
$ |
(0.28) |
|
|
|
Weighted average shares - basic |
90,348 |
|
90,348 |
|
|
|
90,348 |
|
|
Weighted average shares - basic and diluted |
90,348 |
|
91,188 |
|
|
|
91,188 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
(37,943) |
|
|
$ |
19,575 |
|
|
|
|
$ |
(18,368) |
|
|
|
Foreign currency translation adjustments, net |
(158) |
|
|
— |
|
|
|
|
(158) |
|
|
|
Total comprehensive income (loss) |
$ |
(38,101) |
|
|
$ |
19,575 |
|
|
|
|
$ |
(18,526) |
|
|
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2022 |
|
|
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As restated |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
Product |
$ |
223,761 |
|
|
$ |
7,053 |
|
|
(a) |
|
$ |
230,814 |
|
|
|
Service and subscription |
133,689 |
|
|
3,552 |
|
|
(a) |
|
137,241 |
|
|
|
Royalty |
15,377 |
|
|
— |
|
|
|
|
15,377 |
|
|
|
Total revenue |
372,827 |
|
|
10,605 |
|
|
|
|
383,432 |
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
Product |
169,780 |
|
|
— |
|
|
|
|
169,780 |
|
|
|
Service and subscription |
56,012 |
|
|
— |
|
|
|
|
56,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
225,792 |
|
|
— |
|
|
|
|
225,792 |
|
|
|
Gross profit |
147,035 |
|
|
10,605 |
|
|
|
|
157,640 |
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Research and development |
51,812 |
|
|
— |
|
|
|
|
51,812 |
|
|
|
Sales and marketing |
62,957 |
|
|
— |
|
|
|
|
62,957 |
|
|
|
General and administrative |
45,256 |
|
|
— |
|
|
|
|
45,256 |
|
|
|
Restructuring charges |
850 |
|
|
— |
|
|
|
|
850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
160,875 |
|
|
— |
|
|
|
|
160,875 |
|
|
|
Income (loss) from operations |
(13,840) |
|
|
10,605 |
|
|
|
|
(3,235) |
|
|
|
Other expense, net |
(251) |
|
|
— |
|
|
|
|
(251) |
|
|
|
Interest expense |
(11,888) |
|
|
— |
|
|
|
|
(11,888) |
|
|
|
Change in fair value of warrant liabilities |
— |
|
|
60,030 |
|
|
(b) |
|
60,030 |
|
|
|
Loss on debt extinguishment, net |
(4,960) |
|
|
— |
|
|
|
|
(4,960) |
|
|
|
Net income (loss) before income taxes |
(30,939) |
|
|
70,635 |
|
|
|
|
39,696 |
|
|
|
Income tax provision |
1,341 |
|
|
— |
|
|
|
|
1,341 |
|
|
|
Net income (loss) |
$ |
(32,280) |
|
|
$ |
70,635 |
|
|
|
|
$ |
38,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share - basic |
$ |
(0.55) |
|
|
$ |
1.20 |
|
|
|
|
$ |
0.65 |
|
|
|
Net income (loss) per share - diluted |
$ |
(0.55) |
|
|
$ |
0.23 |
|
|
|
|
$ |
(0.32) |
|
|
|
Weighted average shares - basic |
58,871 |
|
58,871 |
|
|
|
58,871 |
|
|
|
Weighted average shares - diluted |
58,871 |
|
66,017 |
|
|
|
66,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
(32,280) |
|
|
$ |
70,635 |
|
|
|
|
$ |
38,355 |
|
|
|
Foreign currency translation adjustments, net |
(567) |
|
|
— |
|
|
|
|
(567) |
|
|
|
Total comprehensive income (loss) |
$ |
(32,847) |
|
|
$ |
70,635 |
|
|
|
|
$ |
37,788 |
|
|
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2023 |
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As restated |
Operating activities |
|
|
|
|
|
|
|
Net income (loss) |
$ |
(37,943) |
|
|
$ |
19,575 |
|
|
(a) (b) |
|
$ |
(18,368) |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
10,118 |
|
|
— |
|
|
|
|
10,118 |
|
Amortization of debt issuance costs |
1,624 |
|
|
— |
|
|
|
|
1,624 |
|
Long-term debt related costs |
992 |
|
|
— |
|
|
|
|
992 |
|
|
|
|
|
|
|
|
|
Provision for manufacturing and service inventories |
18,052 |
|
|
— |
|
|
|
|
18,052 |
|
|
|
|
|
|
|
|
|
Stock-based compensation |
10,750 |
|
|
— |
|
|
|
|
10,750 |
|
Change in fair value of warrant liabilities |
— |
|
|
(10,250) |
|
|
(b) |
|
(10,250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-cash |
(2,067) |
|
|
— |
|
|
|
|
(2,067) |
|
Changes in assets and liabilities, net of effect of acquisitions: |
|
|
|
|
|
|
|
Accounts receivable |
(2,966) |
|
|
— |
|
|
|
|
(2,966) |
|
Manufacturing inventories |
(1,839) |
|
|
— |
|
|
|
|
(1,839) |
|
Service parts inventories |
(3,503) |
|
|
— |
|
|
|
|
(3,503) |
|
Accounts payable |
1,158 |
|
|
— |
|
|
|
|
1,158 |
|
Prepaid expenses |
3,695 |
|
|
— |
|
|
|
|
3,695 |
|
Deferred revenue |
(2,286) |
|
|
(9,325) |
|
|
(a) |
|
(11,611) |
|
Accrued compensation |
(431) |
|
|
— |
|
|
|
|
(431) |
|
Other assets |
(1,270) |
|
|
— |
|
|
|
|
(1,270) |
|
Other liabilities |
1,022 |
|
|
— |
|
|
|
|
1,022 |
|
Net cash used in operating activities |
(4,894) |
|
|
— |
|
|
|
|
(4,894) |
|
Investing activities |
|
|
|
|
|
|
|
Purchases of property and equipment |
(12,581) |
|
|
— |
|
|
|
|
(12,581) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisitions |
(3,020) |
|
|
— |
|
|
|
|
(3,020) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
(15,601) |
|
|
— |
|
|
|
|
(15,601) |
|
Financing activities |
|
|
|
|
|
|
|
Borrowings of long-term debt, net of debt issuance costs |
— |
|
|
— |
|
|
|
|
— |
|
Repayments of long-term debt |
(24,596) |
|
|
— |
|
|
|
|
(24,596) |
|
Borrowings of credit facility |
497,280 |
|
|
— |
|
|
|
|
497,280 |
|
Repayments of credit facility |
(498,665) |
|
|
— |
|
|
|
|
(498,665) |
|
Borrowings of paycheck protection program |
— |
|
|
— |
|
|
|
|
— |
|
Proceeds from secondary offering, net |
— |
|
|
— |
|
|
|
|
— |
|
Payment of taxes due upon vesting of restricted stock |
— |
|
|
— |
|
|
|
|
— |
|
Proceeds from issuance of common stock |
67,146 |
|
|
— |
|
|
|
|
67,146 |
|
Net cash provided by financing activities |
41,165 |
|
|
— |
|
|
|
|
41,165 |
|
Effect of exchange rate changes on cash and cash equivalents |
12 |
|
|
— |
|
|
|
|
12 |
|
Net change in cash, cash equivalents, and restricted cash |
20,682 |
|
|
— |
|
|
|
|
20,682 |
|
Cash, cash equivalents, and restricted cash at beginning of period |
5,493 |
|
|
— |
|
|
|
|
5,493 |
|
Cash, cash equivalents, and restricted cash at end of period |
$ |
26,175 |
|
|
$ |
— |
|
|
|
|
$ |
26,175 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
Cash paid for interest |
$ |
8,701 |
|
|
$ |
— |
|
|
|
|
$ |
8,701 |
|
Cash paid for income taxes, net of refunds |
$ |
1,418 |
|
|
$ |
— |
|
|
|
|
$ |
1,418 |
|
Non-cash transactions |
|
|
|
|
|
|
|
Purchases of property and equipment included in accounts payable |
$ |
1,049 |
|
|
$ |
— |
|
|
|
|
$ |
1,049 |
|
Transfer of manufacturing inventory to services inventory |
$ |
4,045 |
|
|
$ |
— |
|
|
|
|
$ |
4,045 |
|
Transfer of manufacturing inventory to property and equipment |
$ |
343 |
|
|
$ |
— |
|
|
|
|
$ |
343 |
|
Payment of litigation settlements with insurance proceeds |
$ |
— |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
Paid-in-kind interest |
$ |
319 |
|
|
$ |
— |
|
|
|
|
$ |
319 |
|
Deemed dividend |
$ |
389 |
|
|
$ |
(389) |
|
|
(b) |
|
$ |
— |
|
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows: |
Cash and cash equivalents |
$ |
25,963 |
|
|
$ |
— |
|
|
|
|
$ |
25,963 |
|
Restricted cash, current |
212 |
|
|
— |
|
|
|
|
212 |
|
Total cash, cash equivalents and restricted cash at the end of period |
$ |
26,175 |
|
|
$ |
— |
|
|
|
|
$ |
26,175 |
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2022 |
|
As previously reported |
|
Restatement adjustments |
|
Reference |
|
As adjusted |
Operating activities |
|
|
|
|
|
|
|
Net income (loss) |
$ |
(32,280) |
|
|
$ |
70,635 |
|
|
(a) (b) |
|
$ |
38,355 |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
9,418 |
|
|
— |
|
|
|
|
9,418 |
|
Amortization of debt issuance costs |
2,414 |
|
|
— |
|
|
|
|
2,414 |
|
Long-term debt related costs |
8,471 |
|
|
— |
|
|
|
|
8,471 |
|
|
|
|
|
|
|
|
|
Provision for manufacturing and service inventories |
5,740 |
|
|
— |
|
|
|
|
5,740 |
|
Gain on PPP loan extinguishment |
(10,000) |
|
|
— |
|
|
|
|
(10,000) |
|
Stock-based compensation |
13,829 |
|
|
|
|
|
|
13,829 |
|
Change in fair value of warrant liabilities |
— |
|
|
(60,030) |
|
|
(b) |
|
(60,030) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-cash |
(832) |
|
|
— |
|
|
|
|
(832) |
|
Changes in assets and liabilities, net of effect of acquisitions: |
|
|
|
|
|
|
|
Accounts receivable |
3,651 |
|
|
— |
|
|
|
|
3,651 |
|
Manufacturing inventories |
(12,069) |
|
|
— |
|
|
|
|
(12,069) |
|
Service parts inventories |
(4,400) |
|
|
— |
|
|
|
|
(4,400) |
|
Accounts payable |
(1,939) |
|
|
— |
|
|
|
|
(1,939) |
|
Prepaid expenses |
(3,959) |
|
|
— |
|
|
|
|
(3,959) |
|
Deferred revenue |
(2,514) |
|
|
(10,605) |
|
|
(a) |
|
(13,119) |
|
Accrued restructuring charges |
(580) |
|
|
— |
|
|
|
|
(580) |
|
Accrued compensation |
(3,073) |
|
|
— |
|
|
|
|
(3,073) |
|
Other assets |
(2,602) |
|
|
— |
|
|
|
|
(2,602) |
|
Other liabilities |
(3,003) |
|
|
— |
|
|
|
|
(3,003) |
|
Net cash used in operating activities |
(33,728) |
|
|
— |
|
|
|
|
(33,728) |
|
Investing activities |
|
|
|
|
|
|
|
Purchases of property and equipment |
(6,316) |
|
|
— |
|
|
|
|
(6,316) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisitions |
(7,808) |
|
|
— |
|
|
|
|
(7,808) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
(14,124) |
|
|
— |
|
|
|
|
(14,124) |
|
Financing activities |
|
|
|
|
|
|
|
Borrowings of long-term debt, net of debt issuance costs |
94,961 |
|
|
— |
|
|
|
|
94,961 |
|
Repayments of long-term debt |
(94,301) |
|
|
— |
|
|
|
|
(94,301) |
|
Borrowings of credit facility |
309,000 |
|
|
— |
|
|
|
|
309,000 |
|
Repayments of credit facility |
(291,265) |
|
|
— |
|
|
|
|
(291,265) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
1,762 |
|
|
|
|
|
|
1,762 |
|
Net cash provided by financing activities |
20,157 |
|
|
— |
|
|
|
|
20,157 |
|
Effect of exchange rate changes on cash and cash equivalents |
51 |
|
|
— |
|
|
|
|
51 |
|
Net change in cash, cash equivalents, and restricted cash |
(27,644) |
|
|
— |
|
|
|
|
(27,644) |
|
Cash, cash equivalents, and restricted cash at beginning of period |
33,137 |
|
|
— |
|
|
|
|
33,137 |
|
Cash, cash equivalents, and restricted cash at end of period |
$ |
5,493 |
|
|
$ |
— |
|
|
|
|
$ |
5,493 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
Cash paid for interest |
$ |
9,140 |
|
|
$ |
— |
|
|
|
|
$ |
9,140 |
|
Cash paid for income taxes, net of refunds |
$ |
944 |
|
|
$ |
— |
|
|
|
|
$ |
944 |
|
Non-cash transactions |
|
|
|
|
|
|
|
Purchases of property and equipment included in accounts payable |
$ |
147 |
|
|
$ |
— |
|
|
|
|
$ |
147 |
|
Transfer of manufacturing inventory to services inventory |
$ |
211 |
|
|
$ |
— |
|
|
|
|
$ |
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows: |
Cash and cash equivalents |
$ |
5,210 |
|
|
$ |
— |
|
|
|
|
$ |
5,210 |
|
Restricted cash, current |
283 |
|
|
— |
|
|
|
|
283 |
|
Total cash, cash equivalents and restricted cash at the end of period |
$ |
5,493 |
|
|
$ |
— |
|
|
|
|
$ |
5,493 |
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Loss |
|
Total Stockholders' Deficit |
|
|
Reference |
|
Shares |
|
Amount |
|
|
|
|
As previously reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
|
|
|
60,433 |
|
|
$ |
605 |
|
|
$ |
645,038 |
|
|
$ |
(770,903) |
|
|
$ |
(1,423) |
|
|
$ |
(126,683) |
|
Net loss |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(37,943) |
|
|
— |
|
|
(37,943) |
|
Foreign currency translation adjustments, net |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(158) |
|
|
(158) |
|
Shares issued under employee stock purchase plan |
|
|
|
600 |
|
|
6 |
|
|
891 |
|
|
— |
|
|
— |
|
|
897 |
|
Shares issued under employee incentive plans, net |
|
|
|
2,180 |
|
|
21 |
|
|
(21) |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued in connection with rights offering, net |
|
|
|
30,000 |
|
|
300 |
|
|
65,949 |
|
|
— |
|
|
— |
|
|
66,249 |
|
Shares issued in connection with business acquisition |
|
|
|
361 |
|
|
4 |
|
|
(4) |
|
|
— |
|
|
— |
|
|
— |
|
Settlement of warrant down round provision |
|
|
|
— |
|
|
— |
|
|
389 |
|
|
— |
|
|
— |
|
|
389 |
|
Deemed dividend on warrants |
|
|
|
— |
|
|
— |
|
|
(389) |
|
|
— |
|
|
— |
|
|
(389) |
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
10,750 |
|
|
— |
|
|
— |
|
|
10,750 |
|
Balance, March 31, 2023 |
|
|
|
93,574 |
|
|
$ |
936 |
|
|
$ |
722,603 |
|
|
$ |
(808,846) |
|
|
$ |
(1,581) |
|
|
$ |
(86,888) |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
(a) (b) |
|
— |
|
|
— |
|
|
(20,233) |
|
|
3,177 |
|
|
— |
|
|
(17,056) |
|
Net loss |
|
(a) (b) |
|
— |
|
|
— |
|
|
— |
|
|
19,575 |
|
|
— |
|
|
19,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
(20,233) |
|
|
$ |
22,752 |
|
|
$ |
— |
|
|
$ |
2,519 |
|
As restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
|
60,433 |
|
|
$ |
605 |
|
|
$ |
624,805 |
|
|
$ |
(767,726) |
|
|
$ |
(1,423) |
|
|
$ |
(143,739) |
|
Net loss |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(18,368) |
|
|
— |
|
|
(18,368) |
|
Foreign currency translation adjustments, net |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(158) |
|
|
(158) |
|
Shares issued under employee stock purchase plan |
|
|
|
600 |
|
|
6 |
|
|
891 |
|
|
— |
|
|
— |
|
|
897 |
|
Shares issued under employee incentive plans, net |
|
|
|
2,180 |
|
|
21 |
|
|
(21) |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued in connection with rights offering, net |
|
|
|
30,000 |
|
|
300 |
|
|
65,949 |
|
|
— |
|
|
— |
|
|
66,249 |
|
Shares issued in connection with business acquisition |
|
|
|
361 |
|
|
4 |
|
|
(4) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
10,750 |
|
|
— |
|
|
— |
|
|
10,750 |
|
March 31, 2023 |
|
|
|
93,574 |
|
|
$ |
936 |
|
|
$ |
702,370 |
|
|
$ |
(786,094) |
|
|
$ |
(1,581) |
|
|
$ |
(84,369) |
|
QUANTUM CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Loss |
|
Total Stockholders' Deficit |
|
|
Reference |
|
Shares |
|
Amount |
|
|
|
|
As previously reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021 |
|
|
|
56,915 |
|
|
$ |
570 |
|
|
$ |
626,664 |
|
|
$ |
(738,623) |
|
|
$ |
(856) |
|
|
$ |
(112,245) |
|
Net loss |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(32,280) |
|
|
— |
|
|
(32,280) |
|
Foreign currency translation adjustments, net |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(567) |
|
|
(567) |
|
Shares issued under employee stock purchase plan |
|
|
|
389 |
|
|
4 |
|
|
1,758 |
|
|
— |
|
|
— |
|
|
1,762 |
|
Shares issued under employee incentive plans, net |
|
|
|
2,308 |
|
|
23 |
|
|
(23) |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued in connection with business acquisition |
|
|
|
821 |
|
|
8 |
|
|
2,810 |
|
|
— |
|
|
— |
|
|
2,818 |
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
13,829 |
|
|
— |
|
|
— |
|
|
13,829 |
|
Balance, March 31, 2022 |
|
|
|
60,433 |
|
|
$ |
605 |
|
|
$ |
645,038 |
|
|
$ |
(770,903) |
|
|
$ |
(1,423) |
|
|
$ |
(126,683) |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021 |
|
(a) (b) |
|
— |
|
|
— |
|
|
(20,233) |
|
|
(67,458) |
|
|
— |
|
|
(87,691) |
|
Net loss |
|
(a) (b) |
|
— |
|
|
— |
|
|
— |
|
|
70,635 |
|
|
— |
|
|
70,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
(20,233) |
|
|
$ |
3,177 |
|
|
$ |
— |
|
|
$ |
(17,056) |
|
As restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021 |
|
|
|
56,915 |
|
|
$ |
570 |
|
|
$ |
606,431 |
|
|
$ |
(806,081) |
|
|
$ |
(856) |
|
|
$ |
(199,936) |
|
Net loss |
|
|
|
— |
|
|
— |
|
|
— |
|
|
38,355 |
|
|
— |
|
|
38,355 |
|
Foreign currency translation adjustments, net |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(567) |
|
|
(567) |
|
Shares issued under employee stock purchase plan |
|
|
|
389 |
|
|
4 |
|
|
1,758 |
|
|
— |
|
|
— |
|
|
1,762 |
|
Shares issued under employee incentive plans, net |
|
|
|
2,308 |
|
|
23 |
|
|
(23) |
|
|
— |
|
|
— |
|
|
— |
|
Shares issued in connection with business acquisition |
|
|
|
821 |
|
|
8 |
|
|
2,810 |
|
|
— |
|
|
— |
|
|
2,818 |
|
Stock-based compensation |
|
|
|
— |
|
|
— |
|
|
13,829 |
|
|
— |
|
|
— |
|
|
13,829 |
|
March 31, 2022 |
|
|
|
60,433 |
|
|
$ |
605 |
|
|
$ |
624,805 |
|
|
$ |
(767,726) |
|
|
$ |
(1,423) |
|
|
$ |
(143,739) |
|
The following table sets forth financial information summarizing the effects of the restatement and other immaterial error correction on our previously reported Statements of Operations for the quarters ended June 30, 2023, December 31, 2022, September 30, 2022, and June 30, 2022. It also includes summarized information for each of the quarters ended December 31, 2023 and September 30, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data) |
FY 2024 |
|
|
March 31 |
|
December 31 |
|
September 30 |
|
June 30 |
|
|
|
|
|
|
|
|
As restated |
Total revenue |
|
$ |
71,500 |
|
|
$ |
71,926 |
|
|
$ |
75,680 |
|
|
$ |
92,495 |
|
Gross profit |
|
27,332 |
|
|
29,181 |
|
|
32,736 |
|
|
35,641 |
|
Income (loss) from operations |
|
(13,808) |
|
|
(6,216) |
|
|
(3,712) |
|
|
(5,139) |
|
Change in fair value of warrants |
|
(2,203) |
|
|
2,213 |
|
|
4,402 |
|
|
726 |
|
Income (loss) before income taxes |
|
(19,805) |
|
|
(9,359) |
|
|
(2,798) |
|
|
(8,612) |
|
Net income (loss) |
|
(18,943) |
|
|
(9,869) |
|
|
(3,331) |
|
|
(9,142) |
|
Income (loss) per share - basic |
|
$ |
(0.20) |
|
|
$ |
(0.10) |
|
|
$ |
(0.04) |
|
|
$ |
(0.10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data) |
|
FY 2023 |
|
|
March 31 |
|
December 31 |
|
September 30 |
|
June 30 |
|
|
As restated |
|
As restated |
|
As restated |
|
As restated |
Total revenue |
|
$ |
109,203 |
|
|
$ |
113,475 |
|
|
$ |
100,565 |
|
|
$ |
98,833 |
|
Gross profit |
|
35,642 |
|
|
42,568 |
|
|
29,259 |
|
|
35,807 |
|
Income (loss) from operations |
|
(5,666) |
|
|
4,047 |
|
|
(9,741) |
|
|
(5,319) |
|
Change in fair value of warrants |
|
(430) |
|
|
4 |
|
|
3,092 |
|
|
7,582 |
|
Income (loss) before income taxes |
|
(9,800) |
|
|
806 |
|
|
(6,963) |
|
|
(469) |
|
Net income (loss) |
|
(10,176) |
|
|
113 |
|
|
(7,424) |
|
|
(879) |
|
Income (loss) per share - basic |
|
$ |
(0.11) |
|
|
$ |
— |
|
|
$ |
(0.08) |
|
|
$ |
(0.01) |
|
Income (loss) per share - diluted |
|
$ |
(0.11) |
|
|
$ |
— |
|
|
$ |
(0.10) |
|
|
$ |
(0.07) |
|
Quarterly Financial Summary
The net impact of the restatement on our quarterly and year-to-date unaudited condensed financial statements is as follows:
|