Quantum Corporation【QMCO】株式ニュース

Quantum Announces Equity Financing to Strengthen Balance Sheet and Support GrowthJune 2, 2026 8:22 AM
Business Wire Quantum to Eliminate All Debt with Combination of Debt Payoff and Conversion Three concurrent transactions improve liquidity, significantly strengthening the Company’s balance sheet and providing capital to invest in growth Quantum Corporation (Nasdaq: QMCO) today announced three concurrent transactions that together are expected to significantly strengthen the Company’s balance sheet and provide capital for growth. First, the Company has entered into securities purchase agreements to sell shares of common stock in a private placement, which was led by funds managed by Two Seas Capital LP and Oaktree Capital Management, L.P., with participation from several other institutional investors, generating gross proceeds of $100.0 million. Second, the Company intends to repay all of its outstanding term debt with a portion of the proceeds of the private placement. Third, Dialectic Technology SPV LLC, as sole beneficial owner of the Company’s Senior Secured Convertible Notes, has agreed to voluntarily convert the entire outstanding principal amount of those Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock. Together, these transactions are expected to significantly strengthen the Company’s balance sheet, eliminate its debt obligations, and provide growth capital to capitalize on increasing demand for cost-efficient, long-term data storage in AI and enterprise environments. With respect to the private placement, the Company entered into securities purchase agreements dated June 1, 2026 to sell an aggregate of 10,615,712 shares of common stock at a price of $9.42 per share. The Company intends to use approximately $94.7 million of the net proceeds from the private placement to repay all of its existing term debt, and for working capital and general corporate purposes. The private placement provides Quantum with greater financial flexibility to support ongoing operations and invest in growth initiatives. The Company also plans to commission a report by a third party technology consulting firm on the importance of magnetic tape to HPC data centers. “This transaction represents a significant step forward for Quantum," said Hugues Meyrath, CEO of Quantum Corporation. "We have meaningfully strengthened our balance sheet, eliminated our debt position, and brought in new capital to support the business. Following these actions and debt paydown, we expect to emerge with a positive net cash position and a sustainable capital structure. These transactions signal strong support and credible backing from institutional partners and provide a stronger financial foundation. With improved flexibility, we are better positioned to support our customers, invest in growth, and execute our strategy with a clearer path to long-term value creation, including profitable growth over time.” “These transactions address historical balance sheet constraints and provide the flexibility needed to execute on the company's growth opportunities,” said John Fichthorn, co-founder and managing partner of Dialectic Capital Management. “Given the significant de-risking these transactions represent and the substantial growth opportunities we see for Quantum, Dialectic has agreed to an early conversion of our Convertible Notes to equity. We believe Quantum is now much better positioned for the broader and growing market opportunity in data storage. With AI, the nature of data storage is changing and data storage requirements are evolving toward long-term, cost-efficient, and energy-aware solutions. Tape and complementary platforms have an increasing role to play. Quantum is well positioned to benefit from that shift.” In order to facilitate the equity financing transaction, Dialectic, as sole beneficial owner of the Convertible Notes issued under the Indenture dated December 18, 2025, agreed to voluntarily convert the Convertible Notes into common stock of the Company. Pursuant to a conversion agreement dated June 1, 2026, Dialectic will convert the entire principal amount of the Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock concurrently with the closing of the equity financing transaction. As consideration for Dialectic’s agreement to voluntarily convert its Convertible Notes, the Company agreed to issue additional shares of common stock by converting an amount equal to the present value of nominal PIK interest that would accrue on the Convertible Notes from the closing date of the proposed transactions to the maturity date of the Convertible Notes, assuming the Convertible Notes had remained outstanding until the end of the stated term, discounted at a rate of 11%, plus the amount of deferred cash interest owed to Dialectic, applying the same conversion price under the Convertible Notes of $5.194 per share. It is anticipated that an aggregate of 14,104,620 shares of common stock will be issued to Dialectic as a result of the conversion of the Convertible Notes and the agreed upon consideration described above. As additional consideration for Dialectic’s agreement to convert the Convertible Notes, the Company will issue to Dialectic at closing a warrant to purchase up to 105,911 shares of common stock at an exercise price of $5.194 per share (which is equal to the conversion price of the Convertible Notes in effect following the reset period ended March 31, 2026). In connection with the transactions, certain investors in the private placement and Dialectic entered into a right of first refusal agreement with the Company which provides such investors and Dialectic with a right of first refusal with respect to new issuance and sales of the Company’s equity securities until the earlier of six months from the date of the right of first refusal agreement and completion of the Company’s next equity financing transaction. The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from such registration requirements. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission (the SEC) covering the resale of the shares of common stock sold in the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common stock, nor shall there be any sale of these common stock in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the common stock under the resale registration statement will only be by means of a prospectus. Transaction Advisors Cantor acted as lead placement agent and Lake Street Capital Markets, LLC acted as placement agent for the Company in connection with the private placement. DLA Piper LLP (US) is serving as legal advisor to the placement agents. Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor to the Company. Willkie Farr & Gallagher LLP is serving as legal advisor to Dialectic. Hogan Lovells US LLP is serving as legal advisor to the lenders under the Company’s existing term debt. About Quantum Quantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers the most comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset - their data. Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners. Forward-Looking Information The information provided in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, but are not limited to: expected benefits of the transactions, including to the Company’s liquidity, financial position and future opportunities; the anticipated use of proceeds from the private placement; expectations with respect to the Company’s debt position following the paydown and Convertible Notes conversion; expectations with respect to the market in which the Company operates; expectations with respect to the number of shares that will be issued in connection with the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion; the Company’s plans to commission a report regarding the importance of magnetic tape to HPC data centers; the terms and conditions related to the proposed transactions; and expectations with respect to the resale registration statement covering the shares of common stock sold in the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: estimates and assumptions related to the private placement and the Convertible Notes conversion, including anticipated benefits thereof; the risk that the conditions to the closing of the proposed transactions are not satisfied; the ability of each party to consummate the proposed transactions on a timely basis, or at all, or the failure of any of the proposed transactions to close for any reason; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent filings with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation. View source version on businesswire.com: https://www.businesswire.com/news/home/20260601477581/en/ Investor Relations Contact:
Shelton Group
Leanne K. Sievers | Brett L. Perry
E: sheltonir@sheltongroup.com Original: Quantum Announces Equity Financing to Strengthen Balance Sheet and Support Growth

Quantum Reports Fiscal Third Quarter 2026 Financial ResultsFebruary 17, 2026 4:05 PM
Business Wire
Quantum Corporation (Nasdaq: QMCO) ("Quantum" or the "Company"), today announced financial results for its fiscal third quarter of 2026 ended December 31, 2025.

Fiscal Third Quarter 2026 Financial Summary

Revenue was $74.6 million, exceeding the preliminary revenue results of $72.7 million and the original guidance range of $67 million, plus or minus $2.0 million

Higher than expected revenue was primarily driven by strong shipments into quarter-end, and to a lesser extent, conservative assumptions related to deferred revenue contracts

GAAP operating expenses were $30.1 million; non-GAAP adjusted operating expenses were $26.9 million, reflecting a year-over-year reduction of over $1 million

GAAP net loss was $27.8 million, or ($2.03) per share

Non-GAAP adjusted net loss was $4.9 million, or ($0.36) per share

Non-GAAP adjusted EBITDA was $2.9 million

“Third quarter revenue and non-GAAP adjusted EBITDA exceeded the high end of our forecasted range, reflecting the increasing benefits we are seeing from our revitalized sales organization and restructuring initiatives,” commented Hugues Meyrath, CEO of Quantum. “Also contributing to our solid results was the significant reduction in our operating costs and increased operational efficiencies realized over the past year. As part of our go-to-market strategy, we have been working closely with customers and strategic partners to address the growing market demand for AI-ready infrastructure leveraging Quantum’s integrated platform solutions spanning the full data lifecycle. These efforts have resulted in meaningful increases in both our pipeline and backlog over the past two quarters.

“Lastly, following our recently completed exchange of term debt for convertible notes, we have significantly improved our balance sheet and also continue to evaluate viable options for the Company’s remaining term debt toward our goal of further strengthening our balance sheet. Our demonstrated progress to-date is only the beginning of what we aim to achieve over the coming quarters as we further sharpen our execution and performance across the organization.”

Fiscal Third Quarter 2026 vs. Prior Fiscal Quarter

Revenue for the fiscal third quarter of 2026 was $74.6 million, compared to $62.7 million in the fiscal second quarter of 2026. GAAP gross profit in the fiscal third quarter of 2026 was $28.9 million, or 38.8% of revenue, compared to $23.6 million, or 37.6% of revenue, in the prior fiscal quarter. Non-GAAP gross profit in the fiscal third quarter of 2026 was $28.9 million, or 38.7% of revenue, compared to $24.2 million, or 38.6% of revenue, in the prior fiscal quarter.

Total GAAP operating expenses in the fiscal third quarter of 2026 were $30.1 million, or 40.4% of revenue, compared to $31.7 million, or 50.6% of revenue, in the fiscal second quarter of 2026. Total operating expenses on a non-GAAP basis for the fiscal third quarter of 2026 were $26.9 million, or 36.1% of revenue, compared to $24.8 million, or 39.5% of revenue, in the fiscal second quarter of 2026.

GAAP net loss in the fiscal third quarter of 2026 was $27.8 million, or ($2.03) per share, compared to a GAAP net loss of $46.5 million, or ($3.49) per share, in the prior fiscal quarter. Excluding stock compensation, a non-cash loss related to debt extinguishment, restructuring charges and other non-recurring costs, non-GAAP adjusted net loss in the fiscal third quarter of 2026 was $4.9 million, or ($0.36) per share, compared to a non-GAAP adjusted net loss of $7.1 million, or ($0.54) per share, in the fiscal second quarter of 2026.

Non-GAAP adjusted EBITDA in the fiscal third quarter of 2026 was positive $2.9 million, compared to a positive $0.5 million in the fiscal second quarter of 2026.

For a reconciliation of GAAP to non-GAAP financial results, please see the financial reconciliation tables below.

Liquidity and Debt (as of December 31, 2025)

Cash, cash equivalents and restricted cash were $13.8 million, compared to $20.6 million as of December 31, 2024.

Total interest expense for the quarter was $5.9 million, compared to $6.8 million in the same period a year ago.

Outstanding term loan debt, excluding debt issuance costs, was $54.6 million, compared to $105.9 million as of December 31, 2024.

The new convertible note was fair valued at $75.9 million.

Business Outlook

Fiscal fourth quarter 2026 guidance is as follows:

Revenue of $68 million, plus or minus $2 million

Non-GAAP adjusted operating expenses of $27 million, plus or minus $2 million

Non-GAAP adjusted basic net loss per share of ($0.33), plus or minus $0.10

Non-GAAP adjusted EBITDA at breakeven, plus or minus $2 million

This assumes an effective annual tax rate of 3%; non-GAAP adjusted net loss per share assumes an average basic share count of approximately 15 million in the fiscal fourth quarter of 2026.

Conference Call and Webcast

Management will host an earnings and business update conference call today at 5:00 p.m. ET (2:00 p.m. PT). The live conference call will be accessible by dialing 866-424-3436 (U.S. Toll-Free) or +1-201-689-8058 (International) and entering conference ID 13758121. This conference call will be broadcast live over the Internet and can be accessed by all interested parties on the investor relations section of the Company's website at www.investors.quantum.com under the events and presentations tab.

A telephone replay of the conference call will be available approximately two hours after the conference call and will be available through February 19, 2026. To access the replay dial 1-877-660-6853 and enter the conference ID 13758121 at the prompt. International callers should dial +1-201-612-7415 and enter the same conference ID. Following the conclusion of the live call, a replay of the webcast will be available on the Company's website at www.quantum.com for at least 90 days.

About Quantum

Quantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers the most comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset – their data. For more information, visit www.quantum.com.

Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.

Forward-Looking Information

The information provided in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, in particular, statements related to future projections of our financial results, including for the fourth fiscal quarter of 2026; expectations related to the continued benefits of our revitalized sales organization and restructuring initiatives; expectations regarding our pipeline and backlog; expectations regarding market demand for AI-ready infrastructure leveraging our integrated platform solutions; the evaluation of options with respect to our remaining term debt in furtherance of our goal of further strengthening our balance sheet; and our focus, goals, opportunities and strategy.

These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: risks related to the need to address the many challenges facing our business; the impact macroeconomic and inflationary conditions on our business, including potential disruptions to our supply chain, employees, operations, sales and overall market conditions; the competitive pressures we face; risks associated with executing our strategy; the timing, execution and realization of anticipated benefits from our sales organization revitalization and restructuring initiatives; the distribution of our products and the delivery of our services effectively; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the outcome of any legal proceedings, claims and disputes; the ability to meet stock exchange continued listing standards; risks related to our ability to implement and maintain effective internal control over financial reporting in the future; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent reports filed with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

QUANTUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts, unaudited)

December 31, 2025

March 31, 2025

Assets

Current assets:

Cash and cash equivalents

$

13,180

$

16,464

Restricted cash

661

139

Accounts receivable, net of allowance for credit losses of $2,730 and $99, respectively

59,429

52,502

Inventories

17,629

22,434

Prepaid expenses

3,744

2,738

Other current assets

8,976

8,529

Total current assets

103,619

102,806

Property and equipment, net

9,952

11,378

Goodwill

12,969

12,969

Intangible assets, net

—

281

Right-of-use assets

7,755

8,580

Other long-term assets

14,977

19,388

Total assets

$

149,272

$

155,402

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

$

29,953

$

31,463

Accrued compensation

9,669

9,214

Deferred revenue, current portion

74,917

75,076

Accrued restructuring

905

786

Term debt

52,758

96,486

Revolving credit facility

—

26,600

Warrant liabilities

16,335

—

Other accrued liabilities

18,639

17,982

Total current liabilities

203,176

257,607

Deferred revenue, net of current portion

33,409

38,847

Convertible Note

75,873

—

Operating lease liabilities

8,406

8,934

Other long-term liabilities

12,637

14,380

Total liabilities

333,501

319,768

Stockholders' deficit

Preferred stock, 20,000 shares authorized; no shares issued and outstanding

—

—

Common stock, $0.01 par value; 225,000 shares authorized; 14,135 and 6,962 shares issued and outstanding

141

70

Additional paid-in capital

850,512

779,645

Accumulated deficit

(1,033,976

)

(942,471

)

Accumulated other comprehensive loss

(906

)

(1,610

)

Total stockholders’ deficit

(184,229

)

(164,366

)

Total liabilities and stockholders’ deficit

$

149,272

$

155,402

QUANTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts, unaudited)

Three Months Ended December 31,

Nine Months Ended December 31,

2025

2024

2025

2024

Revenue:

Product

$

46,471

$

38,634

$

119,375

$

120,565

Service and subscription

26,520

27,724

77,082

84,640

Royalty

1,595

2,326

5,130

7,592

Total revenue

74,586

68,684

201,587

212,797

Cost of revenue:

Product

35,611

30,922

95,104

93,251

Service and subscription

10,043

9,874

31,287

33,954

Total cost of revenue

45,654

40,796

126,391

127,205

Gross profit

28,932

27,888

75,196

85,592

Operating expenses:

Sales and marketing

12,977

12,448

37,451

39,321

General and administrative

10,045

14,142

34,621

49,186

Research and development

5,573

7,683

17,926

24,255

Restructuring charges

1,525

1,342

7,141

2,916

Total operating expenses

30,120

35,615

97,139

115,678

Income (loss) from operations

(1,188

)

(7,727

)

(21,943

)

(30,086

)

Other income (expense), net

(387

)

960

(1,261

)

(429

)

Interest income

42

7

301

21

Interest expense

(5,933

)

(6,840

)

(18,675

)

(16,761

)

Change in fair value of warrant liabilities

7,560

(61,630

)

9,085

(56,414

)

Change in fair value of Convertible Note

1,599

—

1,599

—

Loss on debt extinguishment

(28,946

)

—

(59,641

)

(3,003

)

Loss before income taxes

(27,253

)

(75,230

)

(90,535

)

(106,672

)

Income tax provision

590

70

970

675

Net loss

$

(27,843

)

$

(75,300

)

$

(91,505

)

$

(107,347

)

Net loss per share - basic and diluted

$

(2.03

)

$

(15.35

)

$

(7.58

)

$

(22.22

)

Weighted average shares - basic and diluted

13,689

4,907

12,077

4,831

Net loss

$

(27,843

)

$

(75,300

)

$

(91,505

)

$

(107,347

)

Foreign currency translation adjustments, net

44

(1,077

)

704

(276

)

Total comprehensive loss

$

(27,799

)

$

(76,377

)

$

(90,801

)

$

(107,623

)

QUANTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

Nine Months Ended December 31,

2025

2024

Operating activities

Net loss

$

(91,505

)

$

(107,347

)

Adjustments to reconcile net loss to net cash provided by used in operating activities

Depreciation and amortization

2,656

4,440

Amortization of debt issuance costs

5,830

3,704

Non-cash lease expense

976

1,342

Loss on debt extinguishment

34,221

3,003

Provision for product and manufacturing inventories

4,579

1,165

Stock-based compensation

(1,174

)

2,376

Paid-in-kind interest

5,328

3,515

Warrants issued in connection with debt amendments

25,420

—

Change in fair value of warrant liabilities

(9,085

)

56,408

Change in fair value of Convertible Note

(1,599

)

—

Other non-cash

2,710

(281

)

Changes in assets and liabilities:

Accounts receivable, net

(7,446

)

6,337

Inventories

(580

)

5,625

Prepaid expenses

(1,006

)

9,406

Operating lease liabilities

(857

)

(813

)

Accounts payable

(2,290

)

(382

)

Accrued compensation

454

(6,512

)

Accrued restructuring charges

119

—

Deferred revenue

(5,597

)

(9,854

)

Other current assets

(478

)

(124

)

Other non-current assets

1,967

1,367

Other current liabilities

1,163

4,839

Other non-current liabilities

(1,244

)

1,441

Net cash used in operating activities

(37,438

)

(20,345

)

Investing activities

Purchases of property and equipment

(925

)

(4,324

)

Net cash used in investing activities

(925

)

(4,324

)

Financing activities

Borrowings of long-term debt, net of debt issuance costs

45,046

25,000

Borrowing of Convertible Note

54,718

—

Repayments of long-term debt on Assignment, net

(52,271

)

(14,092

)

Repayments of long term debt on Exchange, net

(56,979

)

—

Borrowings of credit facility

71,625

311,135

Repayments of credit facility

(98,682

)

(302,628

)

Proceeds from shares issued related to the SEPA, net

72,031

—

Proceeds from the issuance of common stock, net

81

—

Net cash provided by financing activities

35,569

19,415

Effect of exchange rate changes on cash, cash equivalents and restricted cash

32

(3

)

Net change in cash, cash equivalents and restricted cash

(2,762

)

(5,257

)

Cash, cash equivalents and restricted cash at beginning of period

16,603

25,860

Cash, cash equivalents and restricted cash at end of period

$

13,841

$

20,603

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:

Cash and cash equivalents

$

13,180

$

20,381

Restricted cash

661

222

Cash, cash equivalents and restricted cash at the end of period

$

13,841

$

20,603

Supplemental disclosure of cash flow information

Cash paid for interest

$

4,270

$

8,841

Cash paid for income taxes, net

$

556

$

1,798

Non-cash transactions

Purchases of property and equipment included in accounts payable

$

67

$

88

Right-of-use assets obtained in exchange for new lease liabilities

$

61

$

538

Paid-in-kind interest

$

5,328

$

3,515

Exchange of Term Loan for Convertible Note

$

77,472

$

—

NON-GAAP FINANCIAL MEASURES

To provide investors with additional information regarding our financial results, we have presented certain non-GAAP financial measures in this press release, including non-GAAP gross margin, non-GAAP gross profit, non-GAAP adjusted EBITDA, and non-GAAP adjusted net loss.

Non-GAAP gross margin is a non-GAAP financial measure defined by us as non-GAAP gross profit divided by GAAP revenue, where non-GAAP gross profit excludes stock-based compensation, restructuring charges, and non-recurring costs recorded in cost of revenue.

Non-GAAP adjusted EBITDA is a non-GAAP financial measure defined by us as net loss before interest expense, net, provision for income taxes, depreciation expense, stock-based compensation expense, restructuring charges, amortization of acquisition-related intangible assets, loss on debt extinguishment, non-recurring project costs, including restatement and debt-related matters, and fair value of warrants adjustments.

Non-GAAP adjusted net loss is a non-GAAP financial measure defined by us as net loss before restructuring charges, stock-based compensation expense, amortization of acquisition-related intangible assets, loss on debt extinguishment, non-recurring project costs, including restatement and debt-related matters, non-recurring interest expense, and fair value of warrants adjustments. We calculate non-GAAP adjusted net loss per basic and diluted share using the above-referenced definition of non-GAAP adjusted net loss.

We have provided below reconciliations of non-GAAP gross margin, non-GAAP gross profit, non-GAAP adjusted EBITDA and non-GAAP adjusted net loss to the most directly comparable U.S. GAAP financial measures. We have presented non-GAAP adjusted EBITDA because it is a key measure used by our management and the board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating non-GAAP adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business performance. For example, in the quarter ended June 30, 2024, we excluded the costs associated with the restatement of financial statements for fiscal year 2022, fiscal year 2023 and associated quarters, and the first fiscal quarter of 2024. We do not believe it is indicative of our ongoing operations; accordingly, we have excluded the impact from our non-GAAP results. We believe non-GAAP adjusted net loss and non-GAAP adjusted net loss per basic and diluted share serve as appropriate measures to be used in evaluating the performance of our business and help our investors better compare our operating performance over multiple periods. Accordingly, we believe that the use of non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and our board of directors.

Our use of non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are as follows:

Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and non-GAAP adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.

Non-GAAP adjusted EBITDA does not reflect: (1) interest and tax payments that may represent a reduction in cash available to us; (2) capital expenditures, future requirements for capital expenditures or contractual commitments; (3) changes in, or cash requirements for, working capital needs; (4) the potentially dilutive impact of stock-based compensation expense; (5) potential future costs related to our long-term debt; (6) potential future restructuring expenses; (7) potential future costs related to business acquisitions; (8) gain (loss) on debt extinguishment, (9) and acquisition-related amortization of intangibles assets from business combinations, or (10) fair market adjustments related to the Company’s warrants.

Non-GAAP adjusted net loss does not reflect: (1) potential future restructuring activities; (2) the potentially dilutive impact of stock-based compensation expense; (3) potential future costs related to our long-term debt; (4) potential future costs related to business acquisitions; (5) gain (loss) on debt extinguishment; (6) acquisition-related amortization of intangibles assets from business combinations; or (7) fair market adjustments related to the Company’s warrants.

Other companies, including companies in our industry, may calculate non-GAAP financial measures differently, which reduces its usefulness as a comparative measure. Because of these and other limitations, you should consider non-GAAP adjusted EBITDA and non-GAAP adjusted net loss along with other U.S. GAAP-based financial performance measures, including various cash flow metrics and our U.S. GAAP financial results.

In addition, this press release includes forward-looking non-GAAP adjusted operating expenses, non-GAAP adjusted basic net loss per share, and non-GAAP adjusted EBITDA, each a non-GAAP measure used to describe our expected performance. We have not presented a reconciliation of these anticipated non-GAAP measures to our most comparable GAAP financial measures, because the reconciliation could not be prepared without unreasonable effort. The information necessary to prepare the reconciliations is not available on a forward-looking basis and cannot be accurately predicted. The unavailable information could have a significant impact on the calculation of the comparable GAAP financial measure.

The tables below reconcile the non-GAAP financial measures of non-GAAP gross margin, non-GAAP gross profit, non-GAAP adjusted EBITDA, non-GAAP adjusted net loss and diluted EPS with the most directly comparable GAAP financial measures (in thousands, unaudited).

Non-GAAP adjusted EBITDA

Three Months Ended December 31,

(in thousands)

2025

2024

GAAP net loss

$

(27,843

)

$

(75,300

)

Interest expense, net?

5,933

6,984

Provision for income taxes?

590

70

Depreciation expense?

1,270

1,737

Stock-based compensation expense?

(969

)

735

Restructuring charges?

1,668

1,845

Loss on debt extinguishment

28,946

—

Amortization of acquisition-related intangible assets?

—

233

Non-recurring project costs?

534

2,914

Loss on termination of a distribution arrangement

1,900

—

Fair value of warrants adjustments?

(7,560

)

61,630

Fair value of Convertible Note adjustments

(1,599

)

—

Adjusted EBITDA

$

2,870

$

848

Non-GAAP adjusted net loss and net loss per share

Three Months Ended December 31,

(in thousands)

2025

2024

GAAP net loss

$

(27,843

)

$

(75,300

)

Stock-based compensation expense?

(969

)

735

Restructuring charges?

1,668

1,845

Amortization of acquisition-related intangible assets?

—

233

Non-recurring project costs?

534

2,914

Non-recurring interest expense

—

116

Loss on debt extinguishment

28,946

0

Loss on termination of a distribution arrangement

1,900

0

Fair value of warrants adjustments?

(7,560

)

61,630

Fair value of Convertible Note adjustments

(1,599

)

—

Non-GAAP adjusted net loss

$

(4,923

)

$

(7,827

)

??Non-GAAP adjusted net loss per share – basic and diluted

$

(0.36

)

$

(1.60

)

Weighted average shares – basic and diluted

13,689

4,907

Non-GAAP Costs of Good Sold

Three Months Ended December 31,

(in thousands)

2025

2024

GAAP Cost of revenue

$

45,654

$

40,796

Less: non-GAAP cost of revenue

Stock-based compensation expense?

(58

)

95

Restructuring charges?

—

136

Non-GAAP cost of revenue

$

45,712

$

40,565

Non-GAAP Gross Profit and Gross Margin

Three Months Ended December 31,

(in thousands)

2025

2024

GAAP Revenue

$

74,586

$

68,684

Less: Non-GAAP cost of revenue

45,712

40,565

Non-GAAP gross profit

$

28,874

$

28,119

Non-GAAP gross margin

38.7

%

40.9

%

Non-GAAP Operating Expenses

Three Months Ended December 31,

(in thousands)

2025

2024

GAAP operating expenses

$

30,120

$

35,615

Less: Non-GAAP operating expenses

Stock-based compensation expense?

(911

)

640

Restructuring charges?

1,668

1,709

Amortization of acquisition-related intangible assets?

—

233

Loss on termination of a distribution arrangement

1,900

—

Non-recurring project costs?

534

2,914

Non-GAAP operating expenses

$

26,929

$

30,119

View source version on businesswire.com: https://www.businesswire.com/news/home/20260217379832/en/
Investor Relations Contacts:

Shelton Group

Leanne K. Sievers | Brett L. Perry

P: 214-272-0070

E: sheltonir@sheltongroup.com

Original: Quantum Reports Fiscal Third Quarter 2026 Financial Results