US Market News
2週前
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
US Market News
4月前
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
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