SanDisk
Corporation (NASDAQ:SNDK),
a global leader in flash storage solutions, today announced results for
the first quarter ended April 3, 2016. First quarter revenue of
$1.37 billion increased 3 percent on a year-over-year basis and
decreased 11 percent sequentially.
On a GAAP(1) basis, first quarter net income was $78 million,
or $0.37 per share, compared to net income of $39 million, or $0.17 per
share, in the first quarter of 2015 and net income of $135 million, or
$0.65 per share, in the fourth quarter of 2015.
On a non-GAAP(2)(3) basis, first quarter net income was
$167 million, or $0.82 per share, compared to net income of
$134 million, or $0.62 per share, in the first quarter of 2015 and net
income of $257 million, or $1.26 per share, in the fourth quarter of
2015. For a reconciliation of non-GAAP to GAAP results, see accompanying
financial tables and footnotes.
“Our first quarter results mark a solid start to 2016,” said Sanjay
Mehrotra, president and chief executive officer of SanDisk. “We
delivered year-over-year growth in revenue, earnings and cash flow, and
are pleased with the strength of our Q1 revenue in enterprise solutions,
client SSDs and removable products. We are excited about the
opportunities ahead as the combination of SanDisk and Western Digital
will provide our customers with a tremendous breadth of solutions and
deep expertise in storage across a range of applications.”
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KEY FINANCIAL RESULTS
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(in millions, except percentages and per share
amounts)
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GAAP (1)
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Non-GAAP (2)
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Q1’16
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Q1’15
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Q4’15
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Q1’16
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Q1’15
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Q4’15
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Revenue
|
|
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$1,366
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|
$1,332
|
|
$1,543
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$1,366
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$1,332
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$1,543
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Gross profit percent of revenue
|
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$543 40%
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$545 41%
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$625 41%
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$577 42%
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$574 43%
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$658 43%
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Operating income percent of revenue
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$137 10%
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$57 4%
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$218 14%
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$234 17%
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$198 15%
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$333 22%
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EPS (3)
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$0.37
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$0.17
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$0.65
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$0.82
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$0.62
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$1.26
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OTHER FINANCIAL INFORMATION
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(in millions)
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Q1’16
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Q1’15
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Q4’15
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Cash, cash equivalents, short and long-term marketable securities
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$
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4,633
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$
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4,394
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$
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4,123
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Less: aggregate principal amount of convertible senior notes
outstanding
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(2,497
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)
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|
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(2,497
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)
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(2,497
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)
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Net cash (4)
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$
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2,137
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$
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1,898
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$
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1,627
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Net cash provided by operating activities
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$
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355
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$
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309
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$
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434
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Less acquisition of property and equipment, net
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(59
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)
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(98
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)
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(131
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)
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Change in investment and notes receivable activity with Flash
Ventures
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189
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(11
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)
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(27
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)
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Free cash flow (5)
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$
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484
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$
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200
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$
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276
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NEWS HIGHLIGHTS
-
SanDisk and IBM announced a collaboration to bring out a unique class
of next-generation, software-defined, all-flash storage solutions for
the data center utilizing SanDisk’s InfiniFlash™ System and software
defined storage featuring IBM Spectrum Scale™ filesystem from IBM. The
joint solution addresses the escalating datacenter challenges of
scale, performance, agility and break-through economics.
-
SanDisk expanded its automotive solutions with an automotive grade SD™
card featuring a new suite of smart features including enhanced power
failure protection, and a memory health status monitor. SanDisk also
extended these new smart features to its SanDisk Industrial and
SanDisk Industrial XT SD cards.
-
SanDisk introduced new retail removable products, including
introducing the world’s fastest microSD™ card, featuring transfer
speeds of up to 275MB/s*, and the SanDisk Ultra® USB
Type-C™ Flash Drive designed specifically for next-generation devices
with USB Type-C connectors.
In light of the pending acquisition of SanDisk by Western Digital
Corporation (“Western Digital”), SanDisk will not hold a conference call
to discuss its financial results. Concurrent with this press release,
SanDisk has published business and financial commentary along with
earnings presentation materials on its website at www.sandisk.com/ir.
ABOUT SANDISK
SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P 500 company,
is a global leader in flash storage solutions. For more than 25 years,
SanDisk has expanded the possibilities of storage, providing trusted and
innovative products that have transformed the electronics industry.
Today, SanDisk’s quality, state-of-the-art solutions are at the heart of
many of the world's largest data centers, and embedded in advanced
smartphones, tablets and PCs. SanDisk’s consumer products are available
at hundreds of thousands of retail stores worldwide. For more
information, visit www.sandisk.com.
©2016 SanDisk Corporation. All rights reserved. SanDisk and SanDisk
Ultra are trademarks of SanDisk Corporation, registered in the United
States and other countries. InfiniFlash is a trademark of SanDisk
Corporation. SD is a trademark of SD-3C, LLC. USB Type-C is a trademark
of USB Implementers Forum. Other brand names mentioned herein are for
identification purposes only and may be the trademarks of their
respective holder(s).
* Up to 275 MB/s read; up to 100 MB/s write. Based on internal testing;
performance may be lower depending upon host device, interface, usage
conditions and other factors. 1 MB = 1,000,000 bytes
(1)
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GAAP represents U.S. Generally Accepted Accounting Principles.
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(2)
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Non-GAAP represents GAAP excluding the impact of share-based
compensation, inventory step-up expense, amortization and impairment
of acquisition-related intangible assets, Western Digital
acquisition-related expenses, gains and losses related to the
shortened duration and expected liquidation prior to their effective
maturity of marketable securities due to the pending acquisition of
SanDisk by Western Digital, gains and losses due to the
modifications and terminations of warrants, non-cash economic
interest expense associated with the convertible senior notes,
non-cash change in fair value of the liability component of the
convertible senior notes due to the conversion of a portion of the
1.5% Convertible Senior Notes due 2017 and related tax adjustments.
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(3)
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Non-GAAP diluted shares are adjusted for the impact of expensing
share-based compensation and include the impact of offsetting shares
from the call options related to the convertible senior notes.
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(4)
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Net cash is defined as cash, cash equivalents, short and long-term
marketable securities, minus the aggregate principal amount of the
outstanding convertible senior notes.
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(5)
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Free cash flow is defined as net cash provided by operating
activities less (a) acquisition of property and equipment, net, and
(b) net investment and notes receivables activity with Flash
Ventures. Calculation of free cash flow may not agree to the sum of
the components presented due to rounding.
|
This news release contains certain forward-looking statements, including
those regarding our pending acquisition by Western Digital, industry
environment, our business prospects, our intended financial, operational
and strategic plans and priorities, our future financial performance and
market share, our customer base, customer qualifications and product
mix, technology trends and adoption, strategic relationships, and new
products and technologies, that are based on our current expectations
and involve numerous risks and uncertainties that may cause these
forward-looking statements to be inaccurate.
Risks that may cause these forward-looking statements to be inaccurate
include, among others:
-
the announcement and pendency of our agreement to be acquired by
Western Digital or the failure of our pending acquisition by Western
Digital to be completed on a timely basis, or at all, or any
materially burdensome conditions that may be imposed, or inability to
achieve the expected benefits from the acquisition;
-
failure to effectively or efficiently execute on our financial,
operational or strategic plans or priorities, which may change, may
not have the effects that we anticipate or otherwise be successful on
the timeline that we expect or at all or may have unanticipated
consequences;
-
changes in industry supply and demand environment, and production and
pricing levels being different than what we anticipate;
-
competitive pricing pressures or product mix changes, resulting in
lower average selling prices, lower revenues and reduced margins;
-
excess or mismatched captive memory output, capacity or inventory,
resulting in lower average selling prices, financial charges and
impairments, lower gross margin or other consequences, or insufficient
or mismatched captive memory output, capacity or inventory, resulting
in lost revenue and growth opportunities;
-
inability to develop, or unexpected difficulties or delays in
developing or ramping with acceptable yields, new technologies, such
as 3D NAND technology, 3D ReRAM, or the failure of new technologies to
effectively compete with those of our competitors;
-
inability to reduce product costs to keep pace with reductions in
average selling prices, resulting in lower or negative product gross
margin;
-
potential delays in product development or lack of customer acceptance
and qualification of our solutions, including on new technologies,
particularly our 3D NAND technology, enterprise solutions, client SSDs
and embedded flash storage solutions;
-
slower than anticipated growth, lower than anticipated demand or
weakness in demand in one or more of our product categories, such as
enterprise, embedded products or SSDs, or adverse changes in our
product or customer mix;
-
failure to successfully sell enterprise solutions on the timelines or
in the quantities we expect or transition our enterprise customers to
our leading edge solutions;
-
failure or delays in making new products or technologies available in
the manner and capacities we anticipate, whether due to technology or
supply chain difficulties or other factors;
-
our 15-nanometer process technology, our X3 NAND memory architecture,
our 3D NAND technology or our solutions utilizing these new
technologies may not be available when we expect, in the capacities
that we expect or perform as expected;
-
failure to continue to expand or manage the risks associated with our
ventures, strategic partnerships and commercial relationships, such as
with Toshiba, including the risk of early termination;
-
inability to achieve the expected benefits from acquisitions and
strategic relationships in a timely manner, or at all;
-
industry and technology trends not occurring in the timeline we
anticipate or at all;
-
capital investments requiring additional cash or the unavailability of
lease financing on terms acceptable to us;
-
the failure of all-flash storage systems to achieve the various
functionality, performance and cost benefits currently anticipated,
potential delays in product development or lack of customer acceptance
of all-flash storage systems, and failure to manage and continue the
collaboration with IBM; and
-
the other risks detailed from time-to-time under the caption “Risk
Factors” and elsewhere in our Securities and Exchange Commission
filings and reports, including, but not limited to, our Annual Report
on Form 10-K for the year ended January 3, 2016.
All statements made in this news release are made only as of the date of
this release. We undertake no obligation to update the information in
this release in the event facts or circumstances change after the date
of this release.
All references to annual and quarterly periods refer to our fiscal year
and fiscal quarters.
Forward-Looking Statements
All statements included or incorporated by reference in this document,
other than statements or characterizations of historical fact, are
forward-looking statements within the meaning of the federal securities
laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements are based on SanDisk Corporation’s
(“SanDisk”) current expectations, estimates and projections about the
proposed merger, its business and industry, management’s beliefs, and
certain assumptions made by SanDisk and Western Digital, all of which
are subject to change. Forward-looking statements can often be
identified by words such as “anticipates,” “expects,” “intends,”
“plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,”
“should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar
expressions, and variations or negatives of these words. Examples of
such forward-looking statements include, but are not limited to,
references to the anticipated benefits of the proposed merger and the
expected date of closing of the merger with Western Digital’s
wholly-owned subsidiary, Schrader Acquisition Corporation. These
forward-looking statements are not guarantees of future results and are
subject to risks, uncertainties and assumptions that could cause actual
results to differ materially and adversely from those expressed in any
forward-looking statement.
Important risk factors that may cause such a difference in connection
with the proposed merger include, but are not limited to, the following
factors: (1) the failure to satisfy conditions to completion of the
merger, including the receipt of all regulatory approvals related to the
merger; (2) uncertainties as to the timing of the consummation of the
merger and the ability of each party to consummate the merger; (3) risks
that the proposed merger disrupts the current plans and operations of
Western Digital or SanDisk; (4) the ability of Western Digital and
SanDisk to retain and hire key personnel; (5) competitive responses to
the proposed merger; (6) unexpected costs, charges or expenses resulting
from the merger; (7) the outcome of any legal proceedings that could be
instituted against Western Digital, SanDisk or their respective
directors related to the merger agreement; (8) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the merger; (9) the inability to obtain,
or delays in obtaining, cost savings and synergies from the merger; (10)
delays, challenges and expenses associated with integrating the combined
companies’ existing businesses and the indebtedness planned to be
incurred in connection with the merger; and (11) legislative, regulatory
and economic developments. These risks, as well as other risks
associated with the proposed merger, are more fully discussed in the
joint proxy statement/prospectus that is included in the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission
(“SEC”) in connection with the proposed merger. The forward-looking
statements in this document speak only as of the date of the particular
statement. Neither SanDisk nor Western Digital undertakes any obligation
to revise or update publicly any forward-looking statement to reflect
future events or circumstances.
In addition, actual results are subject to other risks and uncertainties
that relate more broadly to SanDisk’s overall business, including those
more fully described in SanDisk’s filings with the SEC including its
annual report on Form 10-K for the fiscal year ended January 3, 2016,
and its quarterly reports filed on Form 10-Q for fiscal year 2015, and
Western Digital’s overall business and financial condition, including
those more fully described in Western Digital’s filings with the SEC
including its annual report on Form 10-K for the fiscal year ended July
3, 2015 and its quarterly reports filed on Form 10-Q for the current
fiscal year.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. Western Digital filed with the SEC a Registration
Statement on Form S-4 which includes a joint proxy statement/prospectus
of SanDisk and Western Digital. The Registration Statement on Form S-4
was declared effective on February 5, 2016. Each of SanDisk and Western
Digital are providing the joint proxy statement/prospectus to their
respective stockholders. SanDisk and Western Digital also plan to file
other documents with the SEC regarding the proposed merger. This
document is not a substitute for the joint proxy statement/prospectus or
registration statement or any other document which SanDisk or Western
Digital may file with the SEC in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS OF SANDISK AND WESTERN DIGITAL ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. You may obtain copies of all
documents filed with the SEC regarding this merger, free of charge, at
the SEC’s website (www.sec.gov).
In addition, copies of the documents filed with the SEC by SanDisk will
be available free of charge on SanDisk’s website at http://www.sandisk.com.
Copies of the documents filed with the SEC by Western Digital will be
available free of charge on Western Digital’s website at http://www.westerndigital.com.
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SanDisk Corporation
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Preliminary Condensed Consolidated Statements of Operations
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(in thousands, except per share amounts, unaudited)
|
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Three months ended
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April 3, 2016
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March 29, 2015
|
|
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|
|
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Revenue
|
|
|
$
|
1,365,736
|
|
|
$
|
1,332,241
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
|
794,135
|
|
|
|
762,483
|
|
Amortization of acquisition-related intangible assets
|
|
|
|
28,276
|
|
|
|
24,756
|
|
Total cost of revenue
|
|
|
|
822,411
|
|
|
|
787,239
|
|
Gross profit
|
|
|
|
543,325
|
|
|
|
545,002
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Research and development
|
|
|
|
244,187
|
|
|
|
222,726
|
|
Sales and marketing
|
|
|
|
96,030
|
|
|
|
101,820
|
|
General and administrative
|
|
|
|
40,590
|
|
|
|
48,047
|
|
Amortization of acquisition-related intangible assets
|
|
|
|
6,397
|
|
|
|
13,681
|
|
Impairment of acquisition-related intangible assets
|
|
|
―
|
|
|
|
61,000
|
|
Restructuring and other
|
|
|
|
47
|
|
|
|
40,541
|
|
Western Digital acquisition-related expenses
|
|
|
|
18,963
|
|
|
―
|
|
Total operating expenses
|
|
|
|
406,214
|
|
|
|
487,815
|
|
Operating income
|
|
|
|
137,111
|
|
|
|
57,187
|
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
|
|
(15,350
|
)
|
|
|
(23,570
|
)
|
Income before income taxes
|
|
|
|
121,761
|
|
|
|
33,617
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes
|
|
|
|
43,408
|
|
|
|
(5,408
|
)
|
Net income
|
|
|
$
|
78,353
|
|
|
$
|
39,025
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
Basic
|
|
|
$
|
0.39
|
|
|
$
|
0.18
|
|
Diluted
|
|
|
$
|
0.37
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
Basic
|
|
|
|
201,928
|
|
|
|
211,428
|
|
Diluted
|
|
|
|
209,923
|
|
|
|
224,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
|
(in thousands, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
April 3, 2016
|
|
March 29, 2015
|
|
|
|
|
|
|
|
|
SUMMARY RECONCILIATION OF NET INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP NET INCOME
|
|
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Share-based compensation (a)
|
|
|
|
43,699
|
|
|
|
41,410
|
|
Amortization of acquisition-related intangible assets (b)
|
|
|
|
34,673
|
|
|
|
38,437
|
|
Impairment of acquisition-related intangible assets (c)
|
|
|
―
|
|
|
|
61,000
|
|
Western Digital acquisition-related expenses (d)
|
|
|
|
18,987
|
|
|
―
|
|
Convertible debt interest (e)
|
|
|
|
23,333
|
|
|
|
22,134
|
|
Income tax adjustments (f)
|
|
|
|
(31,753
|
)
|
|
|
(68,319
|
)
|
NON-GAAP NET INCOME
|
|
|
$
|
167,292
|
|
|
$
|
133,687
|
|
|
|
|
|
|
|
|
|
GAAP COST OF REVENUE
|
|
|
$
|
822,411
|
|
|
$
|
787,239
|
|
Share-based compensation (a)
|
|
|
|
(5,376
|
)
|
|
|
(4,062
|
)
|
Amortization of acquisition-related intangible assets (b)
|
|
|
|
(28,276
|
)
|
|
|
(24,756
|
)
|
NON-GAAP COST OF REVENUE
|
|
|
$
|
788,759
|
|
|
$
|
758,421
|
|
|
|
|
|
|
|
|
|
GAAP GROSS PROFIT
|
|
|
$
|
543,325
|
|
|
$
|
545,002
|
|
Share-based compensation (a)
|
|
|
|
5,376
|
|
|
|
4,062
|
|
Amortization of acquisition-related intangible assets (b)
|
|
|
|
28,276
|
|
|
|
24,756
|
|
NON-GAAP GROSS PROFIT
|
|
|
$
|
576,977
|
|
|
$
|
573,820
|
|
|
|
|
|
|
|
|
|
GAAP RESEARCH AND DEVELOPMENT EXPENSES
|
|
|
$
|
244,187
|
|
|
$
|
222,726
|
|
Share-based compensation (a)
|
|
|
|
(21,960
|
)
|
|
|
(21,043
|
)
|
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
|
|
|
$
|
222,227
|
|
|
$
|
201,683
|
|
|
|
|
|
|
|
|
|
GAAP SALES AND MARKETING EXPENSES
|
|
|
$
|
96,030
|
|
|
$
|
101,820
|
|
Share-based compensation (a)
|
|
|
|
(9,355
|
)
|
|
|
(9,535
|
)
|
NON-GAAP SALES AND MARKETING EXPENSES
|
|
|
$
|
86,675
|
|
|
$
|
92,285
|
|
|
|
|
|
|
|
|
|
GAAP GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
$
|
40,590
|
|
|
$
|
48,047
|
|
Share-based compensation (a)
|
|
|
|
(7,008
|
)
|
|
|
(6,770
|
)
|
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
$
|
33,582
|
|
|
$
|
41,277
|
|
|
|
|
|
|
|
|
|
GAAP TOTAL OPERATING EXPENSES
|
|
|
$
|
406,214
|
|
|
$
|
487,815
|
|
Share-based compensation (a)
|
|
|
|
(38,323
|
)
|
|
|
(37,348
|
)
|
Amortization of acquisition-related intangible assets (b)
|
|
|
|
(6,397
|
)
|
|
|
(13,681
|
)
|
Impairment of acquisition-related intangible assets (c)
|
|
|
―
|
|
|
|
(61,000
|
)
|
Western Digital acquisition-related expenses (d)
|
|
|
|
(18,963
|
)
|
|
―
|
|
NON-GAAP TOTAL OPERATING EXPENSES
|
|
|
$
|
342,531
|
|
|
$
|
375,786
|
|
|
|
|
|
|
|
|
|
GAAP OPERATING INCOME
|
|
|
$
|
137,111
|
|
|
$
|
57,187
|
|
Cost of revenue adjustments (a) (b)
|
|
|
|
33,652
|
|
|
|
28,818
|
|
Operating expense adjustments (a) (b) (c) (d)
|
|
|
|
63,683
|
|
|
|
112,029
|
|
NON-GAAP OPERATING INCOME
|
|
|
$
|
234,446
|
|
|
$
|
198,034
|
|
|
|
|
|
|
|
|
|
GAAP OTHER INCOME (EXPENSE), NET
|
|
|
$
|
(15,350
|
)
|
|
$
|
(23,570
|
)
|
Western Digital acquisition-related expenses (d)
|
|
|
|
24
|
|
|
―
|
|
Convertible debt interest (e)
|
|
|
|
23,333
|
|
|
|
22,134
|
|
NON-GAAP OTHER INCOME (EXPENSE), NET
|
|
|
$
|
8,007
|
|
|
$
|
(1,436
|
)
|
|
|
|
|
|
|
|
|
GAAP NET INCOME
|
|
|
$
|
78,353
|
|
|
$
|
39,025
|
|
Cost of revenue adjustments (a) (b)
|
|
|
|
33,652
|
|
|
|
28,818
|
|
Operating expense adjustments (a) (b) (c) (d)
|
|
|
|
63,683
|
|
|
|
112,029
|
|
Other income (expense) adjustments (d) (e)
|
|
|
|
23,357
|
|
|
|
22,134
|
|
Income tax adjustments (f)
|
|
|
|
(31,753
|
)
|
|
|
(68,319
|
)
|
NON-GAAP NET INCOME
|
|
|
$
|
167,292
|
|
|
$
|
133,687
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
GAAP
|
|
|
$
|
0.37
|
|
|
$
|
0.17
|
|
Non-GAAP
|
|
|
$
|
0.82
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net income per share:
|
|
|
|
|
|
|
|
GAAP
|
|
|
|
209,923
|
|
|
|
224,049
|
|
Non-GAAP (g)
|
|
|
|
204,001
|
|
|
|
216,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
April 3, 2016
|
|
March 29, 2015
|
|
|
|
|
|
|
|
|
|
|
SUMMARY RECONCILIATION OF DILUTED SHARES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
209,923
|
|
|
224,049
|
|
Adjustments for share-based compensation
|
|
|
(64
|
)
|
|
220
|
|
Offsetting shares from call options
|
|
|
(5,858
|
)
|
|
(7,427
|
)
|
Non-GAAP (g)
|
|
|
204,001
|
|
|
216,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
To supplement our condensed consolidated financial statements
presented in accordance with generally accepted accounting
principles (GAAP), we use non-GAAP measures of operating results,
net income and net income per share, which are adjusted from results
based on GAAP to exclude certain expenses, gains and losses. These
non-GAAP financial measures are provided to enhance the user's
overall understanding of our current financial performance and our
prospects for the future. Specifically, we believe the non-GAAP
results provide useful information to both management and investors
as these non-GAAP results exclude certain expenses, gains and losses
that we believe are not indicative of our core operating results and
because they are consistent with the financial models and estimates
published by many analysts who follow us. For example, because the
non-GAAP results exclude the expenses we recorded for share-based
compensation, amortization of acquisition-related intangible assets
related to acquisitions of FlashSoft Corporation in February 2012,
Schooner Information Technology, Inc. in June 2012, SMART Storage
Systems in August 2013 and Fusion-io, Inc. in July 2014, inventory
step-up expense, impairment of acquisition-related in-process
research and development intangible assets, Western Digital
Corporation acquisition-related expenses, gains and losses related
to the shortened duration or liquidation prior to their effective
maturity of marketable securities due to the pending acquisition of
SanDisk by Western Digital, non-cash economic interest expense
associated with the convertible senior notes, non-cash change in
fair value of the liability component of the convertible senior
notes due to the conversion of a portion of the 1.5% Convertible
Senior Notes due 2017, gains and losses related to modifications and
terminations of warrants and related tax adjustments, we believe the
inclusion of non-GAAP financial measures provides consistency in our
financial reporting. In addition, our non-GAAP diluted shares are
adjusted for the impact of expensing share-based compensation and
include the impact of the call options which, when exercised, will
offset the issuance of dilutive shares from the convertible senior
notes, while our GAAP diluted shares exclude the anti-dilutive
impact of these call options. These non-GAAP results are some of the
primary indicators management uses for assessing our performance,
allocating resources, and planning and forecasting future periods.
Further, management uses non-GAAP information that excludes certain
charges, such as share-based compensation, amortization of
acquisition-related intangible assets, inventory step-up expense,
impairment of acquisition-related in-process research and
development intangible assets, Western Digital acquisition-related
expenses, gains and losses related to the shortened duration or
liquidation prior to their effective maturity of marketable
securities due to the pending acquisition of SanDisk by Western
Digital, non-cash economic interest expense associated with the
convertible senior notes, non-cash change in fair value of the
liability component of the convertible senior notes due to the
conversion of a portion of the 1.5% Convertible Senior Notes due
2017, gains and losses related to modifications and terminations of
warrants and related tax adjustments, as these non-GAAP charges do
not reflect the cash operating results of the business or the
ongoing results. These measures should be considered in addition to
results prepared in accordance with GAAP, but should not be
considered a substitute for, or superior to, GAAP results. These
non-GAAP measures may be different than the non-GAAP measures used
by other companies.
|
|
|
|
(a)
|
|
Share-based compensation expense.
|
|
|
|
(b)
|
|
Amortization of acquisition-related intangible assets, primarily
developed technology, customer relationships, and trademarks and
trade names related to the acquisitions of FlashSoft Corporation,
Schooner Information Technology, Inc., SMART Storage Systems and
Fusion-io, Inc.
|
|
|
|
(c)
|
|
Impairment of acquisition-related in-process research and
development intangible assets related to the acquisition of
Fusion-io, Inc.
|
|
|
|
(d)
|
|
Incremental expense related to the pending acquisition of SanDisk
by Western Digital, primarily for transaction, legal,
employee-related and other costs, gains and losses related to the
shortened duration and expected liquidation prior to their
effective maturity date of marketable securities, and gains and
losses related to modifications and terminations of warrants.
|
|
|
|
(e)
|
|
Incremental interest expense related to the non-cash economic
interest expense associated with the convertible senior notes and
the non-cash change in fair value of the liability component of
the convertible senior notes due to the conversion of a portion of
the 1.5% Convertible Senior Notes due 2017.
|
|
|
|
(f)
|
|
Income taxes associated with certain non-GAAP to GAAP adjustments
and the effects of one-time income tax adjustments recorded in a
specific quarter for GAAP purposes are reflected on a forecast
basis in the non-GAAP tax rate but not in the forecasted GAAP tax
rate.
|
|
|
|
(g)
|
|
Non-GAAP diluted shares are adjusted for the impact of expensing
share-based compensation and include the impact of offsetting
shares from the call options related to the convertible senior
notes.
|
|
|
|
SanDisk Corporation
|
Preliminary Condensed Consolidated Balance Sheets
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2016
|
|
January 3, 2016
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
3,271,927
|
|
|
$
|
1,478,948
|
|
Short-term marketable securities
|
|
|
|
1,249,367
|
|
|
|
2,527,245
|
|
Accounts receivable, net
|
|
|
|
497,183
|
|
|
|
618,191
|
|
Inventory
|
|
|
|
881,056
|
|
|
|
809,395
|
|
Other current assets
|
|
|
|
253,847
|
|
|
|
226,007
|
|
Total current assets
|
|
|
|
6,153,380
|
|
|
|
5,659,786
|
|
|
|
|
|
|
|
|
|
Long-term marketable securities
|
|
|
|
112,195
|
|
|
|
117,142
|
|
Property and equipment, net
|
|
|
|
790,402
|
|
|
|
817,130
|
|
Notes receivable and investments in Flash Ventures
|
|
|
|
899,419
|
|
|
|
1,009,989
|
|
Deferred taxes
|
|
|
|
310,724
|
|
|
|
325,033
|
|
Goodwill
|
|
|
|
831,328
|
|
|
|
831,328
|
|
Intangible assets, net
|
|
|
|
266,644
|
|
|
|
296,726
|
|
Other non-current assets
|
|
|
|
147,764
|
|
|
|
173,627
|
|
Total assets
|
|
|
$
|
9,511,856
|
|
|
$
|
9,230,761
|
|
|
|
|
|
|
|
|
|
LIABILITIES, CONVERTIBLE SHORT-TERM DEBT CONVERSION OBLIGATION
AND STOCKHOLDERS' EQUITY
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable trade
|
|
|
$
|
292,797
|
|
|
$
|
323,280
|
|
Accounts payable to related parties
|
|
|
|
194,580
|
|
|
|
177,510
|
|
Convertible short-term debt (1)
|
|
|
|
2,175,578
|
|
|
|
913,178
|
|
Terminated warrant liability
|
|
|
|
417,934
|
|
|
―
|
|
Other current accrued liabilities
|
|
|
|
405,922
|
|
|
|
353,940
|
|
Deferred income on shipments to distributors and retailers and
deferred revenue
|
|
|
|
205,798
|
|
|
|
235,572
|
|
Total current liabilities
|
|
|
|
3,692,609
|
|
|
|
2,003,480
|
|
|
|
|
|
|
|
|
|
Convertible long-term debt (1)
|
|
|
―
|
|
|
|
1,237,776
|
|
Non-current liabilities
|
|
|
|
179,419
|
|
|
|
170,093
|
|
Total liabilities
|
|
|
|
3,872,028
|
|
|
|
3,411,349
|
|
|
|
|
|
|
|
|
|
Convertible short-term debt conversion obligation (1)
|
|
|
|
309,753
|
|
|
|
80,488
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
4,612,183
|
|
|
|
5,203,926
|
|
Retained earnings
|
|
|
|
812,225
|
|
|
|
733,937
|
|
Accumulated other comprehensive loss
|
|
|
|
(94,333
|
)
|
|
|
(198,939
|
)
|
Total stockholders' equity
|
|
|
|
5,330,075
|
|
|
|
5,738,924
|
|
Total liabilities, convertible short-term debt conversion obligation
and stockholders' equity
|
|
|
$
|
9,511,856
|
|
|
$
|
9,230,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As of April 3, 2016, the convertible debt is convertible due to
the pending acquisition of SanDisk by Western Digital Corporation
and as a result is classified as short term. The convertible
short-term debt conversion obligation represents the difference
between the carrying values prior to debt issuance costs and the
principal amounts of the convertible debt due in cash upon
conversion.
|
|
|
SanDisk Corporation
|
Preliminary Condensed Consolidated Statements of Cash Flows
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
April 3, 2016
|
|
|
March 29, 2015
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income
|
|
|
$
|
78,353
|
|
|
$
|
39,025
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
Deferred taxes
|
|
|
|
14,553
|
|
|
|
(965
|
)
|
Depreciation
|
|
|
|
68,356
|
|
|
|
69,081
|
|
Amortization
|
|
|
|
70,991
|
|
|
|
83,374
|
|
Provision for doubtful accounts
|
|
|
|
(443
|
)
|
|
|
330
|
|
Share-based compensation expense
|
|
|
|
43,699
|
|
|
|
41,410
|
|
Excess tax benefit from share-based plans
|
|
|
|
(5,743
|
)
|
|
|
(8,865
|
)
|
Impairment and other
|
|
|
|
641
|
|
|
|
63,709
|
|
Other non-operating
|
|
|
|
(23,733
|
)
|
|
|
(4,187
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
|
121,451
|
|
|
|
252,899
|
|
Inventory
|
|
|
|
(71,799
|
)
|
|
|
(13,945
|
)
|
Other assets
|
|
|
|
(5,294
|
)
|
|
|
(94,673
|
)
|
Accounts payable trade
|
|
|
|
(16,209
|
)
|
|
|
(26,090
|
)
|
Accounts payable to related parties
|
|
|
|
17,070
|
|
|
|
11,819
|
|
Other liabilities
|
|
|
|
63,250
|
|
|
|
(104,057
|
)
|
Total adjustments
|
|
|
|
276,790
|
|
|
|
269,840
|
|
Net cash provided by operating activities
|
|
|
|
355,143
|
|
|
|
308,865
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Purchases of short and long-term marketable securities
|
|
|
|
(299,154
|
)
|
|
|
(692,656
|
)
|
Proceeds from sales of short and long-term marketable securities
|
|
|
|
1,361,719
|
|
|
|
1,045,097
|
|
Proceeds from maturities of short and long-term marketable securities
|
|
|
|
207,896
|
|
|
|
99,881
|
|
Acquisition of property and equipment, net
|
|
|
|
(59,458
|
)
|
|
|
(98,287
|
)
|
Notes receivable issuances to Flash Ventures
|
|
|
|
(45,723
|
)
|
|
|
(100,499
|
)
|
Notes receivable proceeds from Flash Ventures
|
|
|
|
234,524
|
|
|
|
89,693
|
|
Purchased technology and other assets
|
|
|
|
16,628
|
|
|
|
(1,500
|
)
|
Net cash provided by investing activities
|
|
|
|
1,416,432
|
|
|
|
341,729
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Repayment of debt financing
|
|
|
―
|
|
|
|
(68
|
)
|
Proceeds from employee stock programs
|
|
|
|
39,344
|
|
|
|
30,844
|
|
Excess tax benefit from share-based plans
|
|
|
|
5,743
|
|
|
|
8,865
|
|
Dividends paid
|
|
|
|
(2,574
|
)
|
|
|
(64,503
|
)
|
Repurchase of common stock
|
|
|
―
|
|
|
|
(750,140
|
)
|
Taxes paid related to net share settlement of equity awards
|
|
|
|
(30,525
|
)
|
|
|
(33,759
|
)
|
Net cash provided by (used in) financing activities
|
|
|
|
11,988
|
|
|
|
(808,761
|
)
|
|
|
|
|
|
|
|
Effect of changes in foreign currency exchange rates on cash
|
|
|
|
9,416
|
|
|
|
(896
|
)
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
1,792,979
|
|
|
|
(159,063
|
)
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
1,478,948
|
|
|
|
809,003
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
$
|
3,271,927
|
|
|
$
|
649,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Preliminary Quarterly Metrics
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue Mix by Category (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentages may not add to 100% due to rounding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1'14
|
|
Q2'14
|
|
Q3'14
|
|
Q4'14
|
|
Q1'15
|
|
Q2'15
|
|
Q3'15
|
|
Q4'15
|
|
Q1'16
|
Removable (2)
|
|
|
40
|
%
|
|
40
|
%
|
|
38
|
%
|
|
33
|
%
|
|
38
|
%
|
|
44
|
%
|
|
37
|
%
|
|
41
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded (3)
|
|
|
20
|
%
|
|
19
|
%
|
|
24
|
%
|
|
26
|
%
|
|
25
|
%
|
|
20
|
%
|
|
27
|
%
|
|
22
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Solutions (4)
|
|
|
6
|
%
|
|
8
|
%
|
|
10
|
%
|
|
15
|
%
|
|
14
|
%
|
|
14
|
%
|
|
11
|
%
|
|
13
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Client SSD Solutions (5)
|
|
|
22
|
%
|
|
21
|
%
|
|
17
|
%
|
|
16
|
%
|
|
13
|
%
|
|
10
|
%
|
|
10
|
%
|
|
12
|
%
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (6)
|
|
|
11
|
%
|
|
12
|
%
|
|
11
|
%
|
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
15
|
%
|
|
12
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Revenue is estimated based on analysis of the information the
company collects in its sales reporting processes.
|
(2) Removable includes products such as cards, USB flash drives
and audio/video players.
|
(3) Embedded includes products that attach to a host system board.
|
(4) Enterprise Solutions includes SSDs, system solutions and
software used in data center applications.
|
(5) Client SSD Solutions includes SSDs used in client devices and
associated software.
|
(6) Other includes wafers, components, accessories, and license
and royalties.
|
|
|
|
|
|
|
|
|
|
|
|
Revenue Mix by Channel (1)
|
% of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1'14
|
|
Q2'14
|
|
Q3'14
|
|
Q4'14
|
|
Q1'15
|
|
Q2'15
|
|
Q3'15
|
|
Q4'15
|
|
Q1'16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial (2)
|
|
|
65
|
%
|
|
67
|
%
|
|
68
|
%
|
|
69
|
%
|
|
65
|
%
|
|
61
|
%
|
|
67
|
%
|
|
61
|
%
|
|
64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
|
|
|
35
|
%
|
|
33
|
%
|
|
32
|
%
|
|
31
|
%
|
|
35
|
%
|
|
39
|
%
|
|
33
|
%
|
|
39
|
%
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Revenue is estimated based on analysis of the information the
company collects in its sales reporting processes.
|
(2) Commercial includes revenue from OEMs, system integrators,
value-added resellers, direct sales, and license and royalties.
|
|
|
|
SanDisk Corporation
|
Preliminary Quarterly and Annual Metrics
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1'14
|
|
Q2'14
|
|
Q3'14
|
|
Q4'14
|
|
Q1'15
|
|
Q2'15
|
|
Q3'15
|
|
Q4'15
|
|
Q1'16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q/Q Change in Gigabytes Sold
|
|
|
-10
|
%
|
|
+31
|
%
|
|
+9
|
%
|
|
+4
|
%
|
|
-15
|
%
|
|
-1
|
%
|
|
+49
|
%
|
|
+23
|
%
|
|
-6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y Change in Gigabytes Sold
|
|
|
+20
|
%
|
|
+51
|
%
|
|
+43
|
%
|
|
+32
|
%
|
|
+24
|
%
|
|
-6
|
%
|
|
+30
|
%
|
|
+53
|
%
|
|
+71
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q/Q Change in ASP/Gigabyte
|
|
|
-3
|
%
|
|
-16
|
%
|
|
-3
|
%
|
|
-4
|
%
|
|
-10
|
%
|
|
-6
|
%
|
|
-22
|
%
|
|
-10
|
%
|
|
-8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y Change in ASP/Gigabyte
|
|
|
-7
|
%
|
|
-26
|
%
|
|
-26
|
%
|
|
-24
|
%
|
|
-29
|
%
|
|
-21
|
%
|
|
-37
|
%
|
|
-41
|
%
|
|
-40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q/Q Change in Cost/Gigabyte(1)
|
|
|
-3
|
%
|
|
-12
|
%
|
|
-3
|
%
|
|
+3
|
%
|
|
-6
|
%
|
|
-4
|
%
|
|
-24
|
%
|
|
-12
|
%
|
|
-6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y Change in Cost/Gigabyte(1)
|
|
|
-23
|
%
|
|
-28
|
%
|
|
-23
|
%
|
|
-15
|
%
|
|
-17
|
%
|
|
-10
|
%
|
|
-29
|
%
|
|
-40
|
%
|
|
-39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Gigabyte/Unit Capacity
|
|
|
13.9
|
|
|
14.1
|
|
|
16.5
|
|
|
22.3
|
|
|
20.8
|
|
|
19.2
|
|
|
23.5
|
|
|
23.9
|
|
|
25.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of end of period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factory Headcount(2)(3)
|
|
|
1,366
|
|
|
2,874
|
|
|
3,276
|
|
|
3,284
|
|
|
3,149
|
|
|
3,149
|
|
|
3,322
|
|
|
3,456
|
|
|
3,536
|
|
Non-Factory Headcount(4)
|
|
|
4,490
|
|
|
4,664
|
|
|
5,461
|
|
|
5,412
|
|
|
5,490
|
|
|
5,371
|
|
|
5,292
|
|
|
5,334
|
|
|
5,333
|
|
Total Headcount
|
|
|
5,856
|
|
|
7,538
|
|
|
8,737
|
|
|
8,696
|
|
|
8,639
|
|
|
8,520
|
|
|
8,614
|
|
|
8,790
|
|
|
8,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Cost per gigabyte and cost reduction are non-GAAP and are
computed from non-GAAP cost of revenue.
|
|
|
(2) Reflects SanDisk China and Malaysia factory employees,
excluding temporary and contract workers.
|
|
|
(3) During 2014, 1,505 employees were converted from contractor to
employee status in SanDisk's assembly and test facility in China.
|
(4) Reflects SanDisk non-factory employees, excluding temporary
and contract workers.
|
|
|
|
|
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160427006591/en/
Copyright Business Wire 2016