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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): August 13, 2024
Q logo.jpg
Quantum Corporation
(Exact name of registrant as specified in its charter)
Delaware001-1344994-2665054
(State or other jurisdiction of incorporation or organization)(Commission File No.)(I.R.S. Employer Identification No.)
224 Airport ParkwaySuite 550
San JoseCA95110
(Address of Principal Executive Offices)(Zip Code)

(408)944-4000
Registrant's telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareQMCONasdaq Global Market


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:

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



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







































Item 2.02. Results of Financial Operations and Financial Condition.

On August 13, 2024, Quantum Corporation (the “Company”) reported its financial results for the quarter ended June 30, 2024. A copy of the Company’s earnings release is furnished as Exhibit 99.1 to this report.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Furthermore, the information in this Current Report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES

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 thereunto duly authorized.

Quantum Corporation
(Registrant)
 
August 13, 2024/s/ Kenneth P. Gianella
(Date)Kenneth P. Gianella
Chief Accounting Officer
 
    
    
    


Exhibit 99.1
earningsrelease8k_imagea10a.gif

Quantum Reports Fiscal First Quarter 2025 Financial Results

SAN JOSE, Calif. — August 13, 2024 — Quantum Corporation (Nasdaq: QMCO) ("Quantum" or the "Company"), a leader in solutions for AI and unstructured data, announced today financial results for its fiscal first quarter 2025 ended June 30, 2024.

Fiscal First Quarter 2025 Financial Summary

Revenue was $71.3 million
GAAP gross profit was $26.1 million, or 36.6% of revenue
GAAP net loss was $20.8 million, or ($0.22) per share
Subscription ARR was up 29% year-over-year at $18.8 million
Adjusted non-GAAP net loss was $8.4 million, or ($0.09) per share
Adjusted EBITDA was ($3.1) million

“Results for the quarter were largely in-line with our expectations, reflecting further rotation of our business toward our long-term initiatives,” stated Jamie Lerner, Chairman and CEO of Quantum. “We are also seeing improving traction for Myriad and ActiveScale products. However, during the quarter we experienced a temporary headwind to gross margin caused by product mix and supply constraints of certain hardware that prevented us from shipping a portion of our higher margin deals. This also resulted in an increase to our current order backlog to above normal levels.”

“As part of our ongoing strategic and financial initiatives, we have reached an agreement with our current lenders that significantly improves our liquidity, allows us to take action on improving our operational initiatives and focus on driving Myriad, ActiveScale and the rest of our businesses to the next level. With this newly restructured financing in place, we have improved our overall capital structure and balance sheet. Additionally, we continue to maintain strong cost and discretionary spending controls as we execute toward profitable growth.”

“We are fully dedicated to executing on our business initiatives toward achieving sustainable operating performance that is driven by tangible proof points, including accelerated growth of new products, divestment of non-core products and assets, and restructuring our organization to become a more focused and operationally efficient business.”

Fiscal First Quarter 2025 vs. Prior Year Quarter

Revenue for the fiscal first quarter of 2025 was $71.3 million, compared to $92.5 million in the fiscal first quarter of 2024, primarily reflecting lower revenue contribution from hyperscale customers combined with lower tape media and royalty business. GAAP gross profit in the first quarter of 2025 was $26.1 million, or 36.6% of revenue, compared to $35.6 million, or 38.5% of revenue, in the prior fiscal year quarter. Non-GAAP gross profit in the first quarter 2025 was $26.3 million, or 36.9% of revenue, compared to $35.9 million, or 38.8% of revenue, in the first quarter of fiscal 2024.

Total GAAP operating expenses in the fiscal first quarter of 2025 were $43.9 million, or 61.5% of revenue, compared to $40.8 million, or 44.1% of revenue, in the fiscal first quarter of 2024. Selling, general and administrative expenses were $34.4 million, compared to $28.5 million in the prior fiscal year. Research and development expenses in the fiscal first quarter of 2025 were $8.3 million, compared to $10.9 million in the prior fiscal year quarter. Non-GAAP operating expenses in the first quarter of 2025 were $30.8 million, compared to $35.5 million in the fiscal first quarter of 2024.

GAAP net loss in the first quarter of fiscal 2025 was $20.8 million, or ($0.22) per share, compared to a net loss of $9.1 million, or ($0.10) per share in the prior fiscal year quarter. Excluding the income statement impact of the warrants, stock compensation, restructuring charges, and other non-recurring costs, non-GAAP adjusted net loss in the quarter was $8.4 million, or ($0.09) per share, compared to an adjusted net loss of $4.1 million, or ($0.04) per share in the fiscal first quarter of 2024.




Adjusted EBITDA in fiscal first quarter 2025 was ($3.1) million, compared to $1.5 million in the first quarter of fiscal year 2024.

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

Liquidity and Debt (as of June 30, 2024)

Cash, cash equivalents and restricted cash were $17.5 million, compared to $25.7 million as of June 30, 2023.
Total interest expense for the first quarter was $3.8 million, compared to $3.2 million for the same period a year ago.
Outstanding term loan debt, excluding debt issuance costs, was $75.8 million, compared to $88.6 million as of June 30, 2023. Outstanding borrowings on revolving credit facility was $35.8 million, compared to $17.8 million as of June 30, 2023.
During the quarter, the Company paid down $12.3 million of term loan debt through improved working capital by outsourcing service inventory logistics and management.

Guidance

For the fiscal second quarter of 2025, the Company expects the following guidance:
Revenues of $73.0 million, plus or minus $2.0 million
Non-GAAP adjusted basic net loss per share of ($0.06), plus or minus $0.02
Adjusted EBITDA of approximately breakeven

This assumes an effective annual tax rate of negative 14%; non-GAAP adjusted net loss per share assumes an average basic share count of approximately 96 million in the fiscal second quarter of 2025.

Conference Call and Webcast

Management will host a live conference call today, August 13, 2024, at 5:00 p.m. ET (2:00 p.m. PT) to discuss these results. The conference call will be accessible by dialing 866-424-3436 (U.S. Toll-Free) or +1-201-689-8058 (International) and entering conference ID 13748092. This conference call will be broadcast live over the Internet with a slide presentation and can be accessed by all interested parties on the investor relations section of the Company's website at 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 June 24, 2024. To access the replay dial 1-877-660-6853 and enter the conference ID 13747008 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. Quantum is listed on Nasdaq (QMCO). For more information visit www.quantum.com.

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 results reported in this press release are preliminary and unaudited, and are subject to change. As the Company completes its financial close process and finalizes its financial statements for the fiscal 2025 first quarter, and as its independent auditors complete their review of the Company’s financial statements for the



fiscal 2025 first quarter, it is possible the Company may identify items that require adjustments to the preliminary financial information set forth in this earnings report, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Quarterly Report on Form 10-Q with the Securities and Exchange Commission for the fiscal 2025 first quarter, except as otherwise required by law.

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 (“Exchange Act”). 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 second fiscal quarter of 2025; improving traction on securing new deals for Myriad and ActiveScale products; the anticipated benefits of our restructured financing and our restructuring plans; and our focus and our 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 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; estimates and assumptions related to the cost (including any possible disruption of our business) and the anticipated benefits of the transformation and restructuring plans; the outcome of any claims and disputes; the ability to meet stock exchange continued listing standards; the possibility that the Nasdaq may delist our common stock; 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 Securities and Exchange Committee on June 28, 2024, 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.

Investor Relations Contacts:
Shelton Group
Leanne K. Sievers | Brett L. Perry
P: 214-272-0070
E: sheltonir@sheltongroup.com



QUANTUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts, unaudited)
June 30, 2024March 31, 2024
Assets
Current assets:
Cash and cash equivalents$17,287 $25,692 
Restricted cash256 168 
Accounts receivable, net of allowance for credit losses of $99 and $22, respectively
61,364 67,788 
Manufacturing inventories18,467 17,753 
Service parts inventories8,513 9,783 
Prepaid expenses3,880 2,186 
Other current assets8,965 8,414 
Total current assets118,732 131,784 
Property and equipment, net 10,988 12,028 
Intangible assets, net 1,207 1,669 
Goodwill 12,969 12,969 
Right-of-use assets, net9,344 9,425 
Other long-term assets19,849 19,740 
Total assets$173,089 $187,615 
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable$31,509 $26,087 
Accrued compensation16,091 18,214 
Deferred revenue, current portion74,802 78,511 
Term debt, current portion5,000 82,496 
Revolving credit facility— 26,604 
Other accrued liabilities25,043 13,986 
Total current liabilities152,445 245,898 
Deferred revenue, net of current portion36,759 38,176 
Revolving credit facility35,800 — 
Long-term debt, net of current portion65,132 — 
Warrant liabilities3,163 4,046 
Operating lease liabilities9,464 9,621 
Other long-term liabilities11,577 11,372 
Total liabilities314,340 309,113 
Stockholders' deficit
Preferred stock, 20,000 shares authorized; no shares issued and outstanding
— — 
Common stock, $0.01 par value; 225,000 shares authorized; 95,850 and 95,850 shares issued and outstanding
959 959 
Additional paid-in capital708,041 707,116 
Accumulated deficit(848,200)(827,380)
Accumulated other comprehensive loss(2,051)(2,193)
Total stockholders’ deficit(141,251)(121,498)
Total liabilities and stockholders’ deficit$173,089 $187,615 





QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts, unaudited)


Three Months Ended June 30,
20242023
Restated
Revenue:
   Product$40,994 $58,577 
   Service and subscription27,447 30,953 
   Royalty2,902 2,965 
      Total revenue71,343 92,495 
Cost of revenue:
   Product32,555 44,451 
   Service and subscription12,653 12,403 
      Total cost of revenue45,208 56,854 
Gross profit26,135 35,641 
Operating expenses:
   Sales and marketing13,295 15,839 
   General and administrative21,065 12,699 
   Research and development8,308 10,913 
   Restructuring charges1,192 1,329 
      Total operating expenses43,860 40,780 
Loss from operations(17,725)(5,139)
Other expense(41)(998)
Interest expense(3,790)(3,201)
Change in fair value of warrant liabilities1,666 726 
Loss on debt extinguishment, net(695)— 
Net loss before income taxes(20,585)(8,612)
Income tax provision235 530 
Net loss$(20,820)$(9,142)
Net loss per share - basic$(0.22)$(0.10)
Net loss per share - diluted$(0.22)$(0.10)
Weighted average shares - basic95,850 93,673 
Weighted average shares - diluted95,850 93,711 
Net loss$(20,820)$(9,142)
Foreign currency translation adjustments, net142 249 
Total comprehensive loss$(20,678)$(8,893)









QUANTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

Three Months Ended June 30,
20242023
Restated
Operating activities
Net loss$(20,820)$(9,142)
  Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization1,780 2,752 
Amortization of debt issuance costs804 520 
Loss on debt extinguishment695 — 
Provision for product and service inventories407 516 
Stock-based compensation925 1,901 
Change in fair value of warrant liabilities(1,666)469 
Other275 750 
Changes in assets and liabilities:
Accounts receivable, net6,346 6,255 
Manufacturing inventories(1,325)(692)
Service parts inventories1,475 (516)
Prepaid expenses(1,694)(2,287)
Accounts payable 6,828 (5,421)
Accrued restructuring charges— 110 
Accrued compensation(2,123)(816)
Deferred revenue(5,126)(2,929)
Other current assets(551)(487)
Other non-current assets192 (935)
Other current liabilities11,017 (954)
Other non-current liabilities208 1,462 
Net cash used in operating activities(2,353)(9,444)
Investing activities
Purchases of property and equipment(1,620)(2,299)
Net cash used in investing activities(1,620)(2,299)
Financing activities
Borrowings of long-term debt, net of debt issuance costs— 12,889 
Repayments of long-term debt and payment of amendment fees(13,537)(1,997)
Borrowings of credit facility105,568 108,186 
Repayments of credit facility and payment of amendment fees(96,372)(107,834)
Proceeds from issuance of common stock, net— (9)
Net cash provided by financing activities(4,341)11,235 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3)(2)
Net change in cash, cash equivalents and restricted cash (8,317)(510)
Cash, cash equivalents, and restricted cash at beginning of period25,860 26,175 
Cash, cash equivalents, and restricted cash at end of period $17,543 $25,665 
Cash and cash equivalents$17,287 $25,465 
Restricted cash, current256 200 
Cash and cash equivalents at the end of period$17,543 $25,665 





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 adjusted net loss, adjusted EBITDA, non-GAAP gross profit and non-GAAP operational expenses.

Adjusted EBITDA is a non-GAAP financial measure defined by us as net loss before interest expense, net, provision for income taxes, depreciation and amortization 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.

“GAAP net loss” as referred to in this press release represents “Net loss attributable to common stockholders”. Non-GAAP adjusted net income (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 and fair value of warrants adjustments. We calculate adjusted net income (loss) per basic and diluted share using the above-referenced definition of adjusted net income (loss).

We have provided below reconciliations of adjusted EBITDA to adjusted net income (loss), non-GAAP gross profit and non-GAAP operational expenses, to the most directly comparable U.S. GAAP financial measures. We have presented 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 adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business performance. For example, in the quarter ended September 30, 2022, we have excluded a large inventory reserve provision caused by global supply chain disruptions since the start of the pandemic and the longer associated lead times that resulted in older generation products being displaced by next-generation solutions. We do not believe an inventory adjustment of this magnitude is reasonably likely to reoccur in the foreseeable future and do not believe it is indicative of our ongoing operations; accordingly, we have excluded its impact from our non-GAAP results. We believe adjusted net income (loss) and adjusted net income (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 adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
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.
Adjusted net income (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 adjusted EBITDA and adjusted net income (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 earnings or net loss per share and 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 adjusted EBITDA, net income, diluted EPS, operating expenses and gross margin with the most directly comparable GAAP financial measures (in thousands, unaudited).

Adjusted EBITDA
Three Months Ended June 30,
(in thousands)20242023
Restated
Net loss$(20,820)$(9,142)
Interest expense, net3,905 3,201 
Provision for income taxes235 530 
Depreciation expense1,318 1,612 
Stock-based compensation expense925 1,901 
Restructuring charges1,192 1,329 
Loss on debt extinguishment695 — 
Amortization of acquisition-related intangible assets462 1,140 
Non-recurring project costs, including restatement and debt-related matters10,650 1,634 
Fair value of warrants adjustments(1,666)(726)
Adjusted EBITDA$(3,104)$1,479 

Non-GAAP adjusted net loss and net loss per share
Three Months Ended June 30,
(in thousands)20242023
Restated
Net loss$(20,820)$(9,142)
Stock-based compensation expense925 1,901 
Restructuring charges1,192 1,329 
Amortization of acquisition-related intangible assets462 1,140 
Loss on debt extinguishment695 — 
Non-recurring interest expense116 — 
Non-recurring project costs, including restatement and debt-related matters10,650 1,405 
Fair value of warrants adjustments(1,666)(726)
Adjusted net loss$(8,446)$(4,093)
Adjusted net loss per share – basic$(0.09)$(0.04)
Adjusted net loss per share - diluted$(0.09)$(0.04)
Weighted average shares – basic95,850 93,673 
Weighted average shares - diluted95,850 93,711 

v3.24.2.u1
Cover Page
Aug. 13, 2024
Jun. 17, 2024
Cover [Abstract]    
Document Type 8-K  
Document Period End Date Aug. 13, 2024  
Entity Registrant Name Quantum Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 94-2665054  
Entity Address, Address Line One 224 Airport Parkway  
Entity Address, Address Line Two Suite 550  
Entity Address, City or Town San Jose  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 95110  
City Area Code   (408)
Local Phone Number 944-4000  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol QMCO  
Security Exchange Name NASDAQ  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Entity Emerging Growth Company false  
Entity Central Index Key 0000709283  
Amendment Flag false  
Entity File Number 001-13449  

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