Exhibit 99.1
VIOLIN MEMORY, INC.
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
| | | | | | | | |
| | October 31, 2016 | | | January 31, 2016 | |
| | (Unaudited) | |
Assets | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 9,305 | | | $ | 23,921 | |
Restricted cash | | | — | | | | 10,000 | |
Short-term investments | | | 2,452 | | | | 42,058 | |
Accounts receivable, net | | | 3,669 | | | | 5,308 | |
Inventory | | | 9,749 | | | | 12,001 | |
Other current assets | | | 1,642 | | | | 4,170 | |
| | | | | | | | |
Total current assets | | | 26,817 | | | | 97,458 | |
Property and equipment, net | | | 6,873 | | | | 9,322 | |
Other assets | | | 5,151 | | | | 6,067 | |
| | | | | | | | |
| | $ | 38,841 | | | $ | 112,847 | |
| | | | | | | | |
Liabilities and Stockholders’ Deficit | | | | | | | | |
Current liabilities: | | | | | | | | |
Line of credit | | $ | — | | | $ | 13,398 | |
Accounts payable | | | 3,418 | | | | 3,747 | |
Accrued liabilities | | | 8,374 | | | | 13,570 | |
Deferred revenue | | | 9,938 | | | | 13,006 | |
| | | | | | | | |
Total current liabilities | | | 21,730 | | | | 43,721 | |
Convertible senior notes, net | | | 118,369 | | | | 117,464 | |
Deferred revenue | | | 4,368 | | | | 6,239 | |
Long-term liabilities | | | — | | | | 275 | |
| | | | | | | | |
Total liabilities | | | 144,467 | | | | 167,699 | |
| | | | | | | | |
Stockholders’ deficit: | | | | | | | | |
Preferred stock, $0.0001 par value, 10,000 shares authorized as of October 31, 2016; no shares issued and outstanding as of October 31, 2016 and January 31, 2016 | | | — | | | | — | |
Common stock, $0.001 par value, 250,000 shares authorized as of October 31, 2016; 25,258 and 24,660 shares issued and outstanding as of October 31, 2016 and January 31, 2016, respectively | | | 2 | | | | 10 | |
Additional paid-in capital | | | 514,742 | | | | 505,274 | |
Accumulated other comprehensive income | | | 563 | | | | 456 | |
Accumulated deficit | | | (620,933 | ) | | | (560,592 | ) |
| | | | | | | | |
Total stockholders’ deficit | | | (105,626 | ) | | | (54,852 | ) |
| | | | | | | | |
| | $ | 38,841 | | | $ | 112,847 | |
| | | | | | | | |
VIOLIN MEMORY, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three Months Ended October 31, | | | Nine Months Ended October 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | |
Revenue: | | | | | | | | | | | | | | | | |
Product revenue | | $ | 1,597 | | | $ | 6,326 | | | $ | 7,817 | | | $ | 22,996 | |
Service revenue | | | 5,425 | �� | | | 6,213 | | | | 16,421 | | | | 16,947 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 7,022 | | | | 12,539 | | | | 24,238 | | | | 39,943 | |
| | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | |
Cost of product revenue (1) | | | 2,957 | | | | 3,383 | | | | 10,843 | | | | 13,485 | |
Cost of service revenue (1) | | | 2,344 | | | | 2,785 | | | | 7,591 | | | | 8,337 | |
| | | | | | | | | | | | | | | | |
Total cost of revenue | | | 5,301 | | | | 6,168 | | | | 18,434 | | | | 21,822 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 1,721 | | | | 6,371 | | | | 5,804 | | | | 18,121 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Sales and marketing (1) | | | 6,173 | | | | 14,049 | | | | 22,721 | | | | 41,144 | |
Research and development (1) | | | 7,863 | | | | 10,110 | | | | 26,694 | | | | 32,216 | |
General and administrative (1) | | | 2,645 | | | | 3,456 | | | | 9,293 | | | | 13,315 | |
Restructuring charges | | | 980 | | | | — | | | | 2,450 | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 17,661 | | | | 27,615 | | | | 61,158 | | | | 86,675 | |
| | | | | | | | | | | | | | | | |
Loss from operations | | | (15,940 | ) | | | (21,244 | ) | | | (55,354 | ) | | | (68,554 | ) |
Other income (expense), net | | | (56 | ) | | | 126 | | | | (364 | ) | | | 79 | |
Interest and other financing expense | | | (1,596 | ) | | | (1,649 | ) | | | (4,569 | ) | | | (5,093 | ) |
| | | | | | | | | | | | | | | | |
Loss before income taxes | | | (17,592 | ) | | | (22,767 | ) | | | (60,287 | ) | | | (73,568 | ) |
Income taxes | | | 14 | | | | (98 | ) | | | 54 | | | | (15 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (17,606 | ) | | $ | (22,669 | ) | | $ | (60,341 | ) | | $ | (73,553 | ) |
| | | | | | | | | | | | | | | | |
Net loss per share of common stock, basic and diluted | | $ | (0.70 | ) | | $ | (0.93 | ) | | $ | (2.41 | ) | | $ | (3.05 | ) |
| | | | | | | | | | | | | | | | |
Shares used in computing net loss per share of common stock, basic and diluted | | | 25,207 | | | | 24,389 | | | | 25,015 | | | | 24,138 | |
| | | | | | | | | | | | | | | | |
(1) Includes stock-based compensation expense as follows: | | | | | | | | | | | | | | | | |
Cost of product revenue | | $ | 22 | | | $ | 233 | | | $ | 56 | | | $ | 753 | |
Cost of service revenue | | | 112 | | | | 383 | | | | 466 | | | | 1,052 | |
Sales and marketing | | | 363 | | | | 785 | | | | 1,673 | | | | 3,066 | |
Research and development | | | 904 | | | | 1,582 | | | | 4,245 | | | | 5,537 | |
General and administrative | | | 808 | | | | 1,052 | | | | 2,938 | | | | 4,846 | |
VIOLIN MEMORY, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
| | | | | | | | |
| | Nine Months Ended October 31, | |
| | 2016 | | | 2015 | |
| | (Unaudited) | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (60,341 | ) | | $ | (73,553 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 6,076 | | | | 6,655 | |
Accretion of debt issuance costs to interest expense | | | 1,013 | | | | 1,287 | |
Loss on disposal of property and equipment | | | 99 | | | | — | |
Provision for excess and obsolete inventory | | | 2,940 | | | | — | |
Stock-based compensation | | | 9,373 | | | | 15,254 | |
Changes in operating assets and liabilities, net: | | | | | | | | |
Accounts receivable | | | 1,639 | | | | 5,568 | |
Inventory | | | (2,670 | ) | | | (1,800 | ) |
Other assets | | | 2,519 | | | | 911 | |
Accounts payable | | | 126 | | | | (5,313 | ) |
Accrued liabilities | | | (5,471 | ) | | | (5,131 | ) |
Deferred revenue | | | (4,939 | ) | | | (3,818 | ) |
| | | | | | | | |
Net cash used in operating activities | | | (49,636 | ) | | | (59,940 | ) |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of property and equipment | | | (1,382 | ) | | | (5,451 | ) |
Decrease (increase) in restricted cash | | | 10,000 | | | | (7,700 | ) |
Purchase of investments | | | — | | | | (49,913 | ) |
Sale of investments | | | — | | | | 1,500 | |
Proceeds from maturity of investments | | | 39,615 | | | | 52,607 | |
| | | | | | | | |
Net cash provided by (used in) investing activities | | | 48,233 | | | | (8,957 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from line of credit | | | 12,847 | | | | 31,617 | |
Repayment of line of credit | | | (26,245 | ) | | | (27,723 | ) |
Proceeds from issuance of common stock, net of issuance costs | | | 87 | | | | 962 | |
| | | | | | | | |
Net cash used in financing activities | | | (13,311 | ) | | | 4,856 | |
| | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | | 98 | | | | 222 | |
| | | | | | | | |
Net increase in cash and cash equivalents | | | (14,616 | ) | | | (63,819 | ) |
Cash and cash equivalents at beginning of year | | | 23,921 | | | | 93,432 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 9,305 | | | $ | 29,613 | |
| | | | | | | | |
Supplemental disclosure of other cash flow information: | | | | | | | | |
Taxes paid | | $ | 36 | | | $ | 271 | |
Interest paid | | | 5,164 | | | | 5,225 | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | |
Transfer/exchange of inventory to/for property and equipment | | | 1,982 | | | | 136 | |
Payables outstanding related to purchases of long-term assets | | | — | | | | 609 | |