What changed in this filing

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Item 9A. Controls and Procedures

2021-05-26 compared with 2020-06-24 · 85 added, 42 removed, 109 unchanged (54% of the section changed)

2 unchanged sentences

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

In addition, the design of disclosure controls and procedures must reflect the fact that

there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act,") as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.

Remediation of Material Weakness

Throughout the year ended March 31, 2020, the Company undertook remediation measures related to the previously reported material weaknesses in internal control over financial reporting.

We completed these remediation measures in the quarter ended March 31, 2020, including testing of the design, and concluding on the operating effectiveness of the related controls.

Specifically, we undertook the following remediation measures:

We enhanced the controls over revenue recognition and the preparation, analysis, and review of significant account reconciliations and closing adjustments required to assess the appropriateness of revenue recognition and certain other account balances at period end.

The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.

We assessed our accounting resource requirements across the Company and as a result have hired additional experienced accounting personnel and have taken steps to improve the overall control effectiveness and efficiency of our accounting and reporting processes.

Our assessment was performed in the prior fiscal year, continuing into the current fiscal year, which has allowed for the hiring of additional personnel to have a sufficient period of time to operate relevant controls.

In addition to these resources, we have enhanced the design of our existing controls and implemented certain new controls over the following areas:

(1) our global risk assessment process, evaluation, and mitigation strategies;

(2) updated our internal audit plan to include internal audit monitoring activities responsive to the issues identified in the independent investigation and review of our financial records;

and (3) implemented new procedures and enhanced controls governing our internal management-led Disclosure Committee and strengthened our sub-certification and external reporting processes associated with the review and approval of the content of our SEC filings and other public disclosures.

The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.

We have designed and where appropriate enhanced controls over the preparation, analysis and review of revenue recognition and significant account reconciliations.

In addition, we have reinforced existing policies

and procedures and enacted policy and procedures changes, where necessary, to better define requirements for effective and timely reconciliations of balance sheet and significant accounts, including independent review.

Based on these procedures, we believe that the previously reported material weaknesses have been remediated.

However, completion of remediation procedures for these material weaknesses does not provide assurance that our modified controls will continue to operate properly or that our financial statements will be free from error.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.

Our management, with the participation of our principal executive and principal financial officers, evaluated the effectiveness of our internal control over financial reporting using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

3 unchanged sentences

Changes in Internal Controls over Financial Reporting

Other than described above in this Item 9A, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended March 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

15 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed or Furnished Herewith

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

2.1 S tock Purchase Agreement between Quantum Co rporation and the securityholders of Square Box System s Limited, a company incorporated in England and Wales, date d December 12, 2020.

8-K 12/14/20 2.1

3.1 Amended and Restated Certificate Of Incorporation Of Quantum

8-K 8/16/07 3.1

3.2 Amended and Restated By-Laws Of Quantum, As Amended

8-K 12/5/08 3.1

3.3 Certification Of Amendment To The Bylaws Of Quantum Corporation, As Adopted On January 20, 2010

8-K 1/26/10 3.1

3.4 Certification Of Amendment To The Bylaws Of Quantum Corporation, As Adopted On February 3, 2016

8-K 2/8/16 3.5

3.5 Certificate Of Amendment To The Amended Articles Of Incorporation Of Quantum Corporation

10-Q 11/9/17 3.1

4.1 Certificate Of Designation Of Rights, Preferences and Privileges Of Series B Junior Participating Preferred Stock.

S-3 10/9/03 4.7

4.2 Warrant to Purchase Common Stock dated December 27, 2018 issued to OC II FIE V LP

8-K 12/28/18 4.1

4.3 Warrant to Purchase Common Stock dated December 27, 2018 issued to BTC Holdings Fund I, LLC

8-K 12/28/18 4.2

4.4 Registration Rights Agreement, dated December 27, 2018 between the Company, OC II FIE V LP and BTC Holdings Fund I, LLC

8-K 12/28/18 4.3

4.5 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No.

8-K 6/17/20 4.1

4.6 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No.

8-K 6/17/20 4.2

4.7 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No.

8-K 6/17/20 4.3

4.8 Warrant Agreement, dated June 16, 2020

8-K 6/17/20 4.4

4.9 Amended and Restated Registration Rights Agreement, dated June 16, 2020, between the Company, OC II FIE V LP, Blue Torch Credit Opportunities Fund I LP and BTC Holdings SC Fund LLC

8-K 6/17/20 4.5

4.10 Description of Common Stock

10-K 6/24/20 4.1

4.11 Registration Rights Agreement between the Company and the securityholders of Square Box Systems Limited, a company incorporated in England and Wales, dated December 12, 2020.

8-K 12/14/20 4.1

10.1 Lease Agreement, Dated February 6, 2006, between the Company and CS/Federal Drive AB LLC (For Building A)

8-K 2/10/06 10.2

10.2 Lease Agreement, Dated February 6, 2006, between the Company and Cs/Federal Drive AB LLC (For Building B)

8-K 2/10/06 10.3

10.3 Form Of Indemnification Agreement between the Company and The Named Executive Officers and Directors

Form Of Amended and Restated Director Change Of Control Agreement between the Company and the Directors (other than the Executive Chairman and the CEO)

8-K 4/4/07 10.4

10.4 Form Of Amended and Restated Director Change Of Control Agreement between the Company and the Directors (other than the CEO)

8-K 5/10/11 10.3

10.5 Form Of Agreement To Advance Legal Fees between the Company and Certain Of Its Executive Officers

10-K 6/12/15 10.25

10.6 Form Of Amended and Restated Change Of Control Agreement between the Company and Each Of Registrant’s Executive Officers

10-Q 11/6/15 10.2

10.7 Revolving Credit and Security Agreement, Dated October 21, 2016, among Quantum Corporation, PNC Bank, National Association, As Agent, and The Lender Party Thereto

8-K 10/21/16 10.2

10.8 Offer Letter, Dated May 1, 2017, between the Company and Marc Rothman

8-K 5/4/17 10.1

10.9 Quantum Corporation Executive Officer Incentive Plan, Restated As Of August 23, 2017

8-K 8/24/17 10.2

10.10 Offer Letter with Raghu Rau, Dated August 31, 2017

8-K 9/5/17 10.1

10.11 Second Amendment To Revolving Loan Credit and Security Agreement, Dated November 6, 2017, by and among the Company, PNC Bank, National Association, As Agent, and The Lender Parties Thereto

8-K 11/9/17 10.2

10.12 Third Amendment To Revolving Credit and Security Agreement, Dated As Of February 14, 2018, between the Company and PNC Bank, National Association, As Agent

8-K 2/20/18 10.1

10.13 Offer Letter between the Company and J.

Michael Dodson, Dated May 29, 2018

8-K 5/30/18 10.1

10.14 Change Of Control Agreement between the Company and J.

Michael Dodson, Dated May 29, 2018

8-K 5/30/18 10.2

10.15 Offer Letter between the Company and James J.

Lerner, Dated June 22, 2018

8-K 6/27/18 10.1

10.16 Change Of Control Agreement between the Company and James J.

Lerner, Dated June 22, 2018

8-K 6/27/18 10.2

10.17 Term Loan Credit and Security Agreement, dated December 27, 2018, between the Company, Quantum LTO, the lenders party thereto, and U.S.

Bank, National Association

8-K 12/28/18 10.1

10.18 Amended and Restated Revolving Credit and Security Agreement, dated December 27, 2018, between the Company, Quantum LTO, the lenders party thereto, and PNC Bank, National Association

8-K 12/28/18 10.2

10.19 Stipulation and Agreement Of Settlement Entered Into April 11, 2019

8-K 5/31/19 99.2

10.20 Joinder and Fourth Amendment To Term Loan Credit and Security Agreement Dated August 23, 2018

10-K 8/6/19 10.68

10.21 Offer Letter between the Company and Lewis W.

Moorehead, Dated October 3, 2018

10-K 8/6/19 10.75

10.22 Offer Letter between the Company and John Fichthorn, Dated April 4, 2019

Offer letter between the Company and Regan MacPherson, dated September10,2019

10-K 8/6/19 10.76

10.23 Amended and Restated Long-term Incentive Plan Agreement (As amended and restated through November 13, 2019)

8-K 11/13/2019 10.1

10.24 Amended and Restated Employee Stock Purchase Plan Agreement (As amended and restated through November 13, 2019)

8-K 11/13/2019 10.2

10.25 Offer letter between the Company and Rebecca Jacoby, dated December 16, 2019

10-Q 1/29/2020 10.1

10.26 Amendment Number 2 to Term Loan Credit and Security Agreement, dated as of December 27, 2018, as amended on March 31, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and U.S.

Bank National Association

8-K 4/6/20 10.1

10.27 First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018, as amended on April 3, 2020 among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent for such lenders

8-K 4/6/20 10.2

10.28 Payment Protection Program Term Note, effective as of April 11, 2020, in favor of PNC Bank, National Association

8-K 4/16/20 10.1

10.29 Amendment Number 3 to the Term Loan Credit and Security Agreement, dated as of December 27, 2018, as amended on April 13, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and U.S.

Bank National Association, as disbursing and collateral agent for such lenders

8-K 4/16/20 10.2

10.30 Second Amendment to the Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018, amended as of April 11, 2020 among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent for such lenders

8-K 4/16/20 10.3

10.31 Amendment No.

1 unchanged sentence

Bank National Association, as disbursing and collateral agent

8-K 6/17/20 10.1

10.32 Amendment No.

5 to Term Loan Credit and Security Agreement, dated as of December 10, 2020, among the Company, Quantum LTO Holdings, LLC, and the lenders party thereto,

8-K 12/14/20 10.1

10.33 Third Amendment to Amended and Restated Revolving Credit and Security Agreement, Dated June 16, 2020, between the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association, as administrative agent

8-K 6/17/20 10.2

10.34 Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of December 10, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association, as administrative agent for such lenders.

8-K 12/14/20 10.2

10.35 Offer letter between the Company and Elizabeth King, dated January 14, 2019

10-K 6/24/20 10.1

10.36 Form of Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan

10-K 6/24/20 10.2

10.37 Form of Market-Based Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan

10-K 6/24/20 10.3

10.38 Form of Restricted Stock Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan

10-K 6/24/20 10.4

10.39 Form of Restricted Stock (PSU) Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan

10-K 6/24/20 10.5

10.40 Form of Restricted Stock Unit Agreement (Directors) under the Quantum Corporation 2012 Long Term Incentive Plan

Pricewaterhousecoopers LLP Letter Dated January 25, 2019 Acknowledging the Company’s Change In Accounting Firm.

10-K 6/24/20 10.6

21.1 List of Subsidiaries

10-K 6/24/20 21.1

23.1 Consent of Armanino, LLP

6 unchanged sentences

section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002

Interactive Data Files

Cover page interactive data file, submitted using XBRL (contained in Exhibit 101)

101 Interactive Data Files X

104 Cover page interactive data file, submitted using XBRL (contained in Exhibit 101) X

FORM 10-K SUMMARY

1 unchanged sentence

Quantum Corporation

June 24, 2020

May 26, 2021 /s/ J.

Michael Dodson

3 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Lerner and Michael Dodson, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities on June 24, 2020 .

President, Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

Michael Dodson

Chief Financial Officer

Michael Dodson

(Principal Financial Officer)

/s/ Lewis Moorehead

Chief Accounting Officer

Lewis Moorehead

(Principal Accounting Officer)

/s/ Raghavendra Rau

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities on May 26, 2021.

Signature Title

Lerner President, Chief Executive Officer and Chairman of the Board

Lerner (Principal Executive Officer)

Michael Dodson Chief Financial Officer

Michael Dodson (Principal Financial Officer)

/s/ Lewis Moorehead Chief Accounting Officer

Lewis Moorehead (Principal Accounting Officer)

/s/ Raghavendra Rau Director

Raghavendra Rau

Rothman Director

Fichthorn Director

/s/ Rebecca J.

Jacoby Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures