Form 8-K QUANTUM CORP /DE/ For: Oct 29

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Washington, D.C. 20549

_______________

FORM 8-K
_______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):�October 29, 2014

_______________

Quantum Corporation

(Exact name of registrant as specified in its charter)

_______________

Delaware
(State or other jurisdiction of incorporation)

1-13449	94-2665054
(Commission File No.)	(IRS Employer Identification No.)

224 Airport Parkway, San Jose, CA 95110

(Address of principal executive offices and zip code)

Registrant�s telephone number, including area code: (408) 944-4000
_______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

c	�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Financial Operations and Financial Condition

On October 29, 2014, Quantum Corporation issued a press release announcing earnings for its second quarter and first six months of fiscal 2015, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference.

This information shall not be deemed �filed� for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated October 29, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2014

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EXHIBIT INDEX

Exhibit		Description
99.1	�����	Press Release, dated October 29, 2014.

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Exhibit 99.1

Contact: Brad Cohen Public Relations Quantum Corp. (408) 944-4044 [email protected]	For Release: Oct. 29, 2014 1:05 p.m. PDT
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Monica Gould or Allise Furlani Investor Relations The Blueshirt Group (212) 871-3927 or (212) 331-8433 [email protected] or [email protected]

QUANTUM CORPORATION REPORTS FISCAL SECOND QUARTER 2015 RESULTS

• Delivered Total Revenue of $135.1 Million, a 3% Increase Year-over-Year
• Grew Scale-out Storage Revenue 58% Year-over-Year to $25.5 Million
• Increased DXi Deduplication Revenue 11% Year-over-Year
• Generated GAAP and Non-GAAP Operating Income of $3.8 Million and $9.4 Million, Respectively
• Produced GAAP and Non-GAAP Net Income of $1.2 Million and $6.8 Million, Respectively
• Raises Fiscal Year Net Income Guidance

SAN JOSE, Calif., Oct. 29, 2014 � Quantum Corp. (NYSE: QTM) today reported results for the fiscal second quarter 2015 ended Sept. 30, 2014.

Fiscal Second Quarter 2015 Results

(Unless otherwise noted, all comparisons are relative to the fiscal second quarter 2014.)

• Total revenue was $135.1 million, an increase of 3 percent.
• Total branded revenue grew to $107.5 million, a 7 percent increase.
• Scale-out storage and related service revenue grew 58 percent to a record $25.5 million, reflecting increasing demand for StorNext^� 5 high-performance shared storage and Lattus extended online storage solutions.
• DXi^� backup and deduplication appliance revenue increased 11 percent, driven by the strong performance of Quantum�s new DXi6900 and DXi4700 platforms.
• GAAP operating income was $3.8 million, up from a GAAP operating loss of $5.0 million.
• GAAP net income was $1.2 million, or less than $0.01 per diluted share, up from a GAAP net loss of $7.9 million, or $0.03 per diluted share.
• Non-GAAP operating income increased to $9.4 million, from $1.0 million.
• Non-GAAP net income improved to $6.8 million, or $0.03 per diluted share, up from a non-GAAP net loss of $1.9 million, or $0.01 per diluted share.
• Cash generated from operations was $2.3 million, and Quantum ended the quarter with nearly $110 million in total cash and cash equivalents.

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�Our positive second quarter results reflect the improvements we�ve made in our financial model and the increased leverage it provides as we capitalize on the market momentum we�re seeing across our business,� said Jon Gacek, President and CEO of Quantum. �In scale-out storage, we are driving significant growth through our unique combination of industry-leading performance and policy-driven tiering software, which is ideally suited to meeting customers� evolving workflow needs. In data protection, we are taking advantage of growth and profit opportunities with a more efficient, integrated solutions approach that leverages our best-in-class disk and tape technologies to help organizations meet new backup and archive requirements.

�As we begin the second half of the fiscal year, we are well-positioned to build on this market momentum and the power of our scale-out storage and data protection portfolios to deliver greater growth, profit and shareholder value.�

Fiscal 2015 Updated Outlook

Reflecting its strong performance over the last two quarters and increasing market momentum, Quantum has raised the lower end of its revenue guidance for the full fiscal year and increased its net income and earnings per share guidance. The company now expects:

• Revenue of approximately $545 million to $550 million.
• GAAP net income of $8.9 million to $9.9 million, or $0.03-$0.04 per diluted share.
• Non-GAAP net income of $24 million to $25 million, or $0.08-$0.09 per diluted share.

Fiscal Third Quarter 2015 Outlook

For the fiscal third quarter, Quantum expects:

• Revenue of approximately $145 million to $150 million.
• GAAP net income of $7.9 million to $8.9 million, or $0.03 per diluted share.
• Non-GAAP net income of $11 million to $12 million, or $0.04 per diluted share.

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Fiscal Second Quarter 2015 Business Highlights

• Quantum acquired Symform's cloud storage services platform and development team, gaining well-proven technology and expertise that the company plans to leverage in both scale-out storage and data protection. Used by 45,000 individuals and small businesses in 170 countries, Symform's extensible cloud service has petabytes of storage and billions of data objects under management in a broad range of use cases. It offers a wide variety of options for integrating customer data into the cloud � including file sync and share, file backup and archive and system replication � with a well-known focus on extremely simple deployment and ease of use.
• Quantum announced StorNext Pro� Workgroup, a new easy-to-deploy, high-performance and high-capacity content workflow solution for postproduction and broadcast professionals. This integrated solution supports ingest, production, review and delivery, along with different options for petascale content storage and access at any stage of the workflow � all in one system. By choosing StorNext Pro Workgroup with Quantum's Lattus� object storage-based system, users can extend their online collaboration by seamlessly shifting non-real-time workflow operations to Lattus � a fully protected, infinitely scalable storage infrastructure � with no negative impact on performance.
• Quantum�s new DXi6900 enterprise backup and deduplication appliance, which became generally available during the quarter, quickly gained market traction, with wins of more than $200,000 each at a range of customers, including a multinational biopharmaceutical company, a major insurance provider in Asia and a large county health network. In addition, Quantum continued to see strong adoption of its DXi4700 appliance, which was introduced earlier this year. DXi4700 revenue increased nearly 60 percent sequentially, and approximately 45 percent of sales were to new Quantum customers.
• TVBEurope honored Quantum�s StorNext Pro Solutions with StorNext Connect� as a Best of Show Award winner at IBC2014. The awards recognize the best technology, equipment and companies serving the broadcast industry. In the case of Quantum, the award reflects the many benefits of easy-to-deploy, high-performance StorNext Pro� storage systems for today�s complex workflow environments.

Conference Call and Audio Webcast Notification

Quantum will hold a conference call today, Oct. 29, 2014, at 2:00 p.m. PDT to discuss its fiscal second quarter results. Press and industry analysts are invited to attend in listen-only mode. Dial-in number: 719-457-2085, conference ID: 5622078. Quantum will provide a live audio webcast of the conference call beginning today, Oct. 29, 2014, at 2:00 p.m. PDT. Site for the webcast and related information: www.quantum.com/investors.

Following completion of the call, a recorded replay of the webcast will be available at www.quantum.com/investors. For those without access to the Internet, a replay of the call will be available beginning at 5:00 p.m. PDT on Oct. 29, 2014 through Nov. 3, 2014 at 5:00 p.m. PDT. To listen to the telephonic replay, call 719-457-0820, replay passcode: 5622078.

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About Quantum

Quantum is a leading expert in scale-out storage, archive and data protection, providing solutions for capturing, sharing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. With Quantum, customers can Be Certain� they have the end-to-end storage foundation to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. See how at www.quantum.com/customerstories.

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Quantum, the Quantum logo, Be Certain, DXi, StorNext StorNext Pro, StorNext Connect and Lattus are either registered trademarks or 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.

�Safe Harbor� Statement under the U.S. Private Securities Litigation Reform Act of 1995: This press release contains �forward-looking� statements within the meaning of the Private Securities Litigation Reform Act of 1995. Specifically, without limitation, our statements regarding delivering greater growth, profit and shareholder value in the second half of the fiscal year, and all of our statements under the sections titled Fiscal 2015 Updated Outlook and Fiscal Third Quarter 2015 Outlook are forward-looking statements within the meaning of the Safe Harbor. All forward-looking statements in this press release are based on information available to Quantum on the date hereof. These statements involve known and unknown risks, uncertainties and other factors that may cause Quantum�s actual results to differ materially from those implied by the forward-looking statement. More detailed information about these risk factors, and additional risk factors are set forth in Quantum�s periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled �Risk Factors� in Quantum�s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 6, 2014 and in Quantum�s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2014. Quantum expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

Quantum believes that the non-GAAP financial measures disclosed above provide useful and supplemental information to investors regarding its quarterly financial performance. Quantum management and Board of Directors use these non-GAAP financial measures internally to understand, manage and evaluate the company�s business results and make operating decisions. For instance, Quantum management often makes decisions regarding staffing, future management priorities and how the company will direct future operating expenses on the basis of non-GAAP financial measures. In addition, compensation of our employees is based in part on the performance of our business based on non-GAAP operating income.

The non-GAAP financial measures used in this press release exclude the impact of amortization of intangible assets, share-based compensation expense, restructuring charges, outsourcing transition costs, proxy contest and related costs, Crossroads patent litigation costs, acquisition expenses and net Symform expenses for the following reasons:

Amortization of Intangible Assets
This includes acquired intangibles such as purchased technology and customer relationships in connection with prior acquisitions. These expenses are not factored into management�s evaluation of potential acquisitions or Quantum�s performance after completion of the acquisitions because they are not related to Quantum�s core operating performance. In addition, the frequency and amount of such charges can vary significantly based on the size and timing of acquisitions and the maturities of the businesses being acquired. Excluding acquisition-related charges from non-GAAP measures provides investors with a basis to compare Quantum against the performance of other companies without the variability caused by purchase accounting.

Share-Based Compensation Expense
Share-based compensation expense relates primarily to equity awards such as stock options and restricted stock units. Share-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Quantum�s control. Management believes that non-GAAP measures adjusted for share-based compensation provide investors with a basis to measure Quantum�s core performance against the performance of other companies without the variability created by share-based compensation as a result of the variety of equity awards used by other companies and the varying methodologies and assumptions used.

Restructuring Charges
Restructuring charges primarily relate to expenses associated with changes to Quantum�s operating structure. Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities. Although Quantum has engaged in various restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. Management believes that it is appropriate to exclude restructuring charges from Quantum�s non-GAAP financial measures, as it enhances the ability of investors to compare Quantum�s period-over-period operating results from continuing operations.

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Outsourcing Transition Costs
Outsourcing transition costs are expenses attributable to transitioning our manufacturing to an outsourced model. These costs are excluded from non-GAAP financial measures because they are not considered core operating activities, and management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum�s period-over-period operating results from continuing operations.

Proxy Contest and Related Costs
Proxy contest and related costs are expenses incurred to respond to activities and inquiries of Starboard Value LP, including their proxy solicitation. The Company has not incurred significant expenses in connection with such matters in historical periods and these costs are not considered core operating activities. Management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum�s period-over-period operating results from continuing operations.

Crossroads Patent Litigation Costs
Crossroads patent litigation costs are expenses incurred to defend ourselves and perform other activities related to a patent infringement lawsuit filed by Crossroads Systems, Inc. These costs are excluded from non-GAAP financial measures because they are not considered core operating activities, and management believes that it is appropriate to exclude these costs in order to provide investors the ability to compare Quantum�s period-over-period operating results from continuing operations.

Acquisition Expenses
The acquisition expenses were those expenses incurred to acquire Symform, Inc. and are not part of Quantum�s future core operations.

Symform Expenses, Net
Quantum acquired a cloud storage services platform from Symform, Inc. (�Symform�) in July 2014. Symform revenue comprises revenue generated from the Symform cloud storage services platform. Symform expenses consist of costs related to running, maintaining and further developing the Symform cloud storage services platform as well as the costs of integrating Symform into Quantum�s business. Net Symform expenses represent Symform expenses less Symform revenue, and non-GAAP gross margin excludes both Symform revenue and cost of revenue. Management believes that it is appropriate to exclude these amounts in order to provide investors with a view of Quantum�s results consistent with how management views and is running the business.

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material impact on the company�s reported financial results and, therefore, should not be relied upon as the sole financial measures to evaluate the company. The non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

Note 1
In the fourth quarter of fiscal year 2014, Quantum identified errors related to the accounting for rent expense and certain allowances for estimated future price adjustments to customers which impacted prior reporting periods. As a result, the company's financial statements for the second quarter of fiscal 2014 have been revised. Revenue for the second quarter of fiscal 2014 has been increased less than $0.1 million and general and administrative expense has been reduced by less than $0.1 million. For additional information, refer to our Form 10-K filed with the Securities and Exchange Commission on June 6, 2014.

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QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

		Three Months Ended								Six Months Ended
	�����	September 30, 2014			�����	September 30, 2013			�����	September 30, 2014			�����	September 30, 2013
						(Revised) Note 1								(Revised) Note 1
Revenue:
������ Product		$����������������	85,216			$����������������	84,756			$����������������	165,410			$����������������	170,605
������ Service			39,157				36,194				77,657				72,686
������ Royalty			10,733				10,529				20,167				36,037
������������� Total revenue			135,106				131,479				263,234				279,328
Cost of revenue:
������ Product			55,593				57,882				110,501				116,665
������ Service			17,584				17,116				35,278				36,347
������ Restructuring charges related to cost of revenue			-				89				-				89
������������� Total cost of revenue			73,177				75,087				145,779				153,101
�������������������� Gross margin			61,929				56,392				117,455				126,227
�
�������Operating expenses:
������������� Research and development			15,157				16,359				29,711				33,053
������������� Sales and marketing			28,218				29,995				55,923				60,153
������������� General and administrative			14,085				14,795				28,456				29,484
������������� Restructuring charges			624				208				1,489				2,767
�������Total operating expenses			58,084				61,357				115,579				125,457
�������Gain on sale of assets			-				-				462				-
��������������������������� Income (loss) from operations			3,845				(4,965	)			2,338				770
�
�������Other income and expense			215				46				90				421
�������Interest expense			(2,456	)			(2,440	)			(4,900	)			(4,879	)
��������������������������� Income (loss) before income taxes			1,604				(7,359	)			(2,472	)			(3,688	)
�������Income tax provision			356				534				604				924
��������������������������� Net income (loss)		$	1,248			$	(7,893	)		$	(3,076	)		$	(4,612	)
�
�������Basic and diluted net income (loss) per share		$	0.00			$	(0.03	)		$	(0.01	)		$	(0.02	)
�
�������Weighted average shares:
��������������������������� Basic			254,760				247,074				252,724				246,569
��������������������������� Diluted			257,579				247,074				252,724				246,569
�	�	�	�	�	�	�	�	�	�	�	�	�	�	�	�	�
�
�������Included in the above Statements of Operations:
�
�������Amortization of intangibles:
�������������������� Cost of revenue		$	215			$	368			$	593			$	736
�������������������� Sales and marketing			928				1,857				2,784				3,713
			1,143				2,225				3,377				4,449
�������Share-based compensation:
�������������������� Cost of revenue			333				523				747				1,051
�������������������� Research and development			603				908				1,383				1,776
�������������������� Sales and marketing			887				1,080				1,797				2,154
�������������������� General and administrative			846				980				1,810				1,866
			2,669				3,491				5,737				6,847
�������Outsourcing transition costs:
�������������������� Cost of revenue			-				-				126				-
			-				-				126				-
�������Proxy contest and related costs:
�������������������� General and administrative			659				-				847				-
			659				-				847				-
�������Crossroads patent litigation costs:
�������������������� General and administrative			197				-				419				-
			197				-				419				-
�������Acquisition expenses:
�������������������� General and administrative			4				-				4				-
			4				-				4				-
�������Symform expenses, net:
�������������������� Gross margin			20				-				20				-
�������������������� Research and development			110				-				110				-
�������������������� Sales and marketing			91				-				91				-
			221				-				221				-

Note 1 is presented above, before the Condensed Consolidated Statements of Operations.

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QUANTUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	September 30, 2014			�����	March 31, 2014*
Assets
Current assets:
������ Cash and cash equivalents	$	105,031			$	99,125
������ Restricted cash		2,685				2,760
������ Accounts receivable		92,882				101,605
������ Manufacturing inventories		36,200				34,815
������ Service parts inventories		24,627				25,629
������ Other current assets		10,382				10,161
������������� Total current assets		271,807				274,095
�
Long-term assets:
������ Property and equipment		16,261				17,574
������ Intangible assets		1,051				3,911
������ Goodwill		55,613				55,613
������ Other long-term assets		9,451				10,605
������������� Total long-term assets		82,376				87,703
�
	$	���������������� 354,183			$	361,798
�
Liabilities and Stockholders' Deficit
Current liabilities:
������ Accounts payable	$	42,157			$	41,792
������ Accrued warranty		5,290				6,116
������ Deferred revenue, current		88,088				98,098
������ Accrued restructuring charges, current		3,424				4,345
������ Accrued compensation		26,873				25,036
������ Other accrued liabilities		18,941				15,168
������������� Total current liabilities		184,773				190,555
�
Long-term liabilities:
������ Deferred revenue, long-term		38,197				40,054
������ Accrued restructuring charges, long-term		3,577	�		�	4,023
������ Convertible subordinated debt		203,735				203,735	�
������ Other long-term liabilities	�	10,103				10,831
������������� Total long-term liabilities		255,612				258,643
�
������ Stockholders' deficit		(86,202	)			(87,400	)
�
	$	354,183			$	����������� 361,798

* Derived from the March 31, 2014 audited Consolidated Financial Statements.

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QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Six Months Ended
	September 30, 2014			�����	September 30, 2013
					(Revised) Note 1
Cash flows from operating activities:
������ Net loss	$	(3,076	)		$	������������������� (4,612	)
������ Adjustments to reconcile net loss to net cash provided by operating
������ activities:
������������� Depreciation		4,272				5,671
������������� Amortization of intangible assets		3,377				4,449
������������� Amortization of debt issuance costs		829				816
������������� Service parts lower of cost or market adjustment		2,007				6,659
������������� Gain on sale of assets		(462	)			-
������������� Deferred income taxes		(50	)			59
������������� Share-based compensation		5,737				6,847
������������� Other non-cash		(302	)			-
������������� Changes in assets and liabilities, net of effect of acquisition:
�������������������� Accounts receivable		8,723				10,520
�������������������� Manufacturing inventories		(3,213	)			185
�������������������� Service parts inventories		(687	)			1,688
�������������������� Accounts payable		390				(14,245	)
�������������������� Accrued warranty		(826	)			(1,031	)
�������������������� Deferred revenue		(11,867	)			(6,449	)
�������������������� Accrued restructuring charges		(1,393	)			359
�������������������� Accrued compensation		2,151				(5,195	)
�������������������� Other assets and liabilities		2,941				2,507
Net cash provided by operating activities		8,551				8,228
�
Cash flows from investing activities:
� ���� Purchases of property and equipment		(1,912	)			(3,226	)
������ Proceeds from sale of assets		462				-
������ Increase in restricted cash		(69	)			(117	)
������ Purchases of other investments		-				(534	)
������ Return of principal from other investments		104				-
������ Payment for business acquisition, net of cash acquired		(517	)			-
Net cash used in investing activities		(1,932	)			(3,877	)
�
Cash flows from financing activities:
������ Payment of taxes due upon vesting of restricted stock		(2,187	)			(1,770	)
������ Proceeds from issuance of common stock		1,533				2,247
Net cash provided by (used in) financing activities		(654	)			477
�
Effect of exchange rate changes on cash and cash equivalents		(59	)			25
�
Net increase in cash and cash equivalents		5,906		�		4,853
Cash and cash equivalents at beginning of period	�	99,125	�		�	68,976
Cash and cash equivalents at end of period	$	����������������� 105,031			$	73,829

Note 1 is presented above, before the Condensed Consolidated Statements of Operations.

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QUANTUM CORPORATION
GAAP TO NON-GAAP RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)

		Three Months Ended September 30, 2014
		Gross			Gross		Income From			Operating		Net Income			Per Share Net			Per Share Net
	���	Margin		���	Margin Rate	���	Operations		���	Margin	���			���	Income, Basic		���	Income, Diluted
GAAP		$	���� 61,929		45.8%		$	3,845		2.8%		$	���� 1,248		$	0.00		$	0.00
Non-GAAP Reconciling Items:
������ Amortization of intangibles			215					1,143					1,143
������ Share-based compensation			333					2,669					2,669
������ Restructuring charges			-					624					624
������ Proxy contest and related costs			-					659					659
������ Crossroads patent litigation costs			-					197					197
������ Acquisition expenses			-					4					4
������ Symform expenses, net			20					221					221
Non-GAAP		$	62,497		46.3%		$	���� 9,362		6.9%		$	6,765		$	0.03		$	0.03
�
�
�������������������� Computation of basic and diluted net income per share:															GAAP			Non-GAAP
��������������������������� Net income															$	1,248		$	6,765
���������������������������������� Interest on dilutive convertible notes																-			788
��������������������������� Income for purposes of computing income per diluted share															$	1,248		$	7,553
�
�������������������� Weighted average shares:		�									�
��������������������������� Basic			�		�			�					�	�		254,760			254,760
���������������������������������� Dilutive shares from stock plans				�		�	�			�					�	2,819	�	�	2,819
���������������������������������� Dilutive shares from convertible notes									�							-			42,502
��������������������������� Diluted												�				���� 257,579			���� 300,081

		Six Months Ended September 30, 2014
																Per Share Net				Per Share Net
	���	Gross		��	Gross	���	Income From		���	Operating	��	Net Income			��	Income (Loss),			���	Income (Loss),
	�	Margin			Margin Rate		Operations			Margin		(Loss)				Basic				Diluted
GAAP		$	117,455		44.6%		$	2,338		0.9%		$	(3,076	)		$	(0.01	)		$	(0.01	)
Non-GAAP Reconciling Items:
������ Amortization of intangibles			593					3,377					3,377
������ Share-based compensation			747		�			5,737		�			5,737
������ Restructuring charges			-	�				1,489					1,489
������ Outsourcing transition costs		�	126					126					126
������ Proxy contest and related costs			-					847			�		847
������ Crossroads patent litigation costs			-			�		419					419
������ Acquisition expenses			-					4				�	4
������ Symform expenses, net			20					221					221
Non-GAAP		$	���� 118,941		45.2%		$	���� 14,558		5.5%		$	���������� 9,144			$	0.04			$	0.04
�
������������� Computation of basic and diluted net income (loss) per share:																GAAP				Non-GAAP
�������������������� Net income (loss)																$	(3,076	)		$	9,144
�
������������� Weighted average shares:							�		�
�������������������� Basic																	�������� 252,724	�			�������� 252,724
��������������������������� Dilutive shares from stock plans														�	�	�	-		�		2,878
�������������������� Diluted																	252,724				255,602

The non-GAAP financial information set forth in this table is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

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QUANTUM CORPORATION
GAAP TO NON-GAAP RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)

		Three Months Ended September 30, 2013
		(Revised) Note 1
							Income (Loss)
		Gross			Gross		From				Operating							Per Share Net				Per Share Net
	����	Margin		����	Margin Rate	����	Operations			����	Margin		����	Net Loss			����	Loss, Basic			����	Loss, Diluted
GAAP		$����	56,392		42.9%		$������������	(4,965	)		����� (3.8	)%		$���	(7,893	)		$��������	(0.03	)		$���������	(0.03	)
Non-GAAP Reconciling Items:																							�
������ Amortization of intangibles			368					2,225							2,225
������ Share-based compensation			523					3,491							3,491				�
������ Restructuring charges			89		�			297			�				297				�
Non-GAAP		$	57,372		43.6%		$	1,048			0.8	%		$	(1,880	)		$	(0.01	)		$	(0.01	)
��
������������� Computation of basic and diluted net loss per share:																		GAAP				Non-GAAP
�������������������� Net loss																		$	(7,893	)		$	(1,880	)
�
������������� Weighted average shares:
�������������������� Basic and diluted																			247,074				247,074

		Six Months Ended September 30, 2013
		(Revised) Note 1
																Per Share Net				Per Share Net
		Gross			Gross		Income From			Operating		Net Income				Income (Loss),				Income (Loss),
	����	Margin		����	Margin Rate	����	Operations		����	Margin	����	(Loss)			����	Basic			����	Diluted
GAAP		$���	126,227		45.2%		$	770		0.3%		$������	(4,612	)		$���������������	(0.02	)		$���������������	(0.02	)
Non-GAAP Reconciling Items:			�
������ Amortization of intangibles			736					4,449					4,449
������ Share-based compensation			1,051		�			6,847		�			6,847								�
������ Restructuring charges			89					2,856					2,856				�
Non-GAAP		$	128,103		45.9%		$	14,922		5.3%		$	9,540			$	0.04			$	0.04

������������� Computation of basic and diluted net income (loss) per share:	����	GAAP			����	Non-GAAP
�������������������� Net income (loss)		$����	(4,612	)	�	$����	9,540
��������������������������� Interest on dilutive convertible notes		�	-	�		�	1,575
�������������������� Income (loss) for purposes of computing income (loss) per diluted share		$	(4,612	)		$	11,115
�
������������� Weighted average shares:
�������������������� Basic	�		246,569				246,569
��������������������������� Dilutive shares from stock plans			-				2,851
��������������������������� Dilutive shares from convertible notes			-				42,502
�������������������� Diluted			246,569				291,922

Note 1 is presented above, before the Condensed Consolidated Statements of Operations.

The non-GAAP financial information set forth in this table is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

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QUANTUM CORPORATION
FORECAST THIRD QUARTER AND FISCAL 2015
GAAP TO NON-GAAP RECONCILIATION
(Dollars in millions)

FORECAST THIRD QUARTER FISCAL 2015
	��
�	Dollar Range
Forecast net income on a GAAP basis*	$��� ��	7.9	��-��	$������	8.9
Forecast amortization of intangibles	0.2
Forecast share-based compensation	2.9
Forecast net income on a non-GAAP basis	$	11.0	-	$	12.0
	�
	Dollars per Share
Forecast diluted earnings per share on a GAAP basis*	$0.03
Forecast amortization of intangibles	0.00
Forecast share-based compensation	0.01
Forecast diluted earnings per share on a non-GAAP basis	$0.04
�
FORECAST FULL YEAR FISCAL 2015
	�
	Dollar Range
Forecast net income on a GAAP basis*	$	8.9	-	$	9.9
Forecast amortization of intangibles	3.7
Forecast share-based compensation	11.4
Forecast net income on a non-GAAP basis	$	24.0	-	$	25.0
	�
	Dollars per Share
Forecast diluted earnings per share on a GAAP basis*	$	0.03	-	$	0.04
Forecast amortization of intangibles	0.01
Forecast share-based compensation	0.04
Forecast diluted earnings per share on a non-GAAP basis	$	0.08	-	$	0.09

* Forecast third quarter and fiscal 2015 GAAP net income and diluted earnings per share do not reflect facility restructuring charges, outsourcing transition costs, proxy contest and related costs, Crossroads patent litigation costs, acquisition expenses or Symform expenses (net). The facility restructuring charges will be recognized when we vacate the various locations, which may occur in the third quarter of fiscal 2015 or a later period in fiscal 2015.

Estimates based on current (October 29, 2014) projections.

The projected GAAP and non-GAAP financial information set forth in this table represent forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For risk factors that could impact these projections, see our Annual Report on Form 10-K as filed with the SEC on June 6, 2014. We disclaim any obligation to update information in any forward-looking statement.

The non-GAAP financial information set forth in this table is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial information used by other companies.

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