EXHIBIT 99.1
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035-7932
Phone: 408-801-1000
Fax: 408-801-8657
SANDISK ANNOUNCES SECOND QUARTER 2012 FINANCIAL RESULTS
Milpitas, CA, July 19, 2012 - SanDisk Corporation (NASDAQ:SNDK), a global leader in flash memory storage solutions, announced today results for the second quarter ended July 1, 2012. Total second quarter revenue of $1.03 billion declined 25% on a year-over-year basis and declined 14% on a sequential basis.
On a GAAP(1) basis, second quarter net income was $13 million, or $0.05 per diluted share, compared to net income of $248 million, or $1.02 per diluted share, in the second quarter of fiscal 2011 and $114 million, or $0.46 per diluted share, in the first quarter of fiscal 2012.
On a non-GAAP(2) basis, second quarter net income was $51 million, or $0.21 per diluted share, compared to net income of $278 million, or $1.14 per diluted share, in the second quarter of fiscal 2011 and net income of $156 million, or $0.63 per diluted share, in the first quarter of fiscal 2012. For reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.
“We delivered second quarter results in line with our forecast, reflecting short-term weakness in our mobile OEM sales, strength in retail, especially in international markets, and growth in our enterprise and client SSD products,” said Sanjay Mehrotra, president and chief executive officer of SanDisk. “I am pleased to report that our SSD revenues achieved 10% of second quarter sales with growing adoption of our solutions by major OEMs. We also made good progress on our embedded product roadmap for mobile customers. We believe that strengthening industry fundamentals and our expanding portfolio of solutions will contribute to improving financial results in the second half of 2012.”
SECOND QUARTER 2012 KEY FINANCIAL METRICS
Metric in millions of US$, except % | GAAP | Non-GAAP | ||||||||||||||||
Q212 | Q211 | Q112 | Q212 | Q211 | Q112 | |||||||||||||
Revenue | $1,032 | $1,375 | $1,206 | $1,032 | $1,375 | $1,206 | ||||||||||||
Gross Profit % of revenue | $281 27.2% | $613 44.6% | $417 34.5% | $292 28.3% | $623 45.3% | $432 35.8% | ||||||||||||
Operating Income % of revenue | $36 3.5% | $379 27.6% | $192 15.9% | $68 6.6% | $402 29.3% | $227 18.8% |
CONFERENCE CALL
SanDisk’s second quarter of fiscal 2012 conference call is scheduled for 2:00 P.M., Pacific Time, Thursday, July 19, 2012. The conference call will be webcast and can be accessed live, and throughout the quarter, at SanDisk’s website at http://www.sandisk.com/IR. To participate in the call via telephone, the dial-in number is 647-438-1131 and the dial-in password is 1091224. A copy of this press release will be furnished to the Securities and Exchange Commission on a current report on Form 8-K and will be posted to our website prior to the conference call.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including statements about our business prospects and our expectations regarding our business, our belief that our OEM sales will improve and our industry will strengthen in the second half of 2012, our belief that industry supply/demand fundamentals are improving, our expanded product portfolio, expected financial results, and pricing and demand trends that are based on our current expectations and are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly harm our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others:
• | competitive pricing pressures, resulting in lower average selling prices and lower or negative product gross margins; |
• | potential delays in product development or lack of customer acceptance of our solutions, particularly OEM products such as our embedded flash storage solutions, and client and enterprise SSD solutions; |
• | unpredictable or changing demand for our products, including form factors, capacities and underlying memory technologies; |
• | excess captive memory output or capacity, which could result in write-downs for excess inventory, lower of cost or market charges, lower average selling prices, fixed costs associated with under-utilized capacity or other consequences; |
• | inability to maintain or gain market share in client and enterprise SSD markets; 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2012. |
(1) | GAAP represents U.S. Generally Accepted Accounting Principles. |
(2) | Non-GAAP represents GAAP excluding the impact of share-based compensation expense, amortization of acquisition-related intangible assets, non-cash economic interest expense associated with the Company’s convertible debt and related tax adjustments. |
ABOUT SANDISK
SanDisk Corporation is a global leader in flash memory storage solutions, from research and development, product design and manufacturing to branding and distribution for OEM and retail channels. Since 1988, SanDisk’s innovations in flash memory and storage system technologies have provided customers with new and transformational digital experiences. SanDisk’s diverse product portfolio includes flash memory cards and embedded solutions used in smart phones, tablets, digital cameras, camcorders, digital media players and other consumer electronic devices, as well as USB flash drives and solid-state drives (SSD) for the computing and enterprise markets. SanDisk’s products are used by consumers and enterprise customers around the world.
SanDisk is a Silicon Valley-based S&P 500 and Fortune 500 company, with more than half its sales outside the United States. For more information, visit www.sandisk.com.
SanDisk and the SanDisk logo are trademarks of SanDisk Corporation, registered in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).
CONTACT: | Investor Contact: | Media Contact: |
Jay Iyer | Lee Flanagin | |
(408) 801-2067 | (408) 801-2463 |
SanDisk Corporation |
Preliminary Condensed Consolidated Statements of Operations |
(in thousands, except per share amounts, unaudited) |
Three months ended | Six months ended | |||||||||||||||
July 1, 2012 | July 3, 2011 | July 1, 2012 | July 3, 2011 | |||||||||||||
Revenues: | ||||||||||||||||
Product | $ | 945,204 | $ | 1,281,960 | $ | 2,051,626 | $ | 2,492,207 | ||||||||
License and royalty | 87,051 | 93,033 | 186,190 | 176,986 | ||||||||||||
Total revenues | 1,032,255 | 1,374,993 | 2,237,816 | 2,669,193 | ||||||||||||
Cost of product revenues | 742,297 | 753,307 | 1,517,617 | 1,490,799 | ||||||||||||
Amortization of acquisition-related intangible assets | 9,181 | 8,254 | 22,912 | 13,370 | ||||||||||||
Total cost of product revenues | 751,478 | 761,561 | 1,540,529 | 1,504,169 | ||||||||||||
Gross profit | 280,777 | 613,432 | 697,287 | 1,165,024 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 152,397 | 145,332 | 293,354 | 264,874 | ||||||||||||
Sales and marketing | 52,261 | 48,200 | 101,296 | 95,657 | ||||||||||||
General and administrative | 37,692 | 40,154 | 70,283 | 75,453 | ||||||||||||
Amortization of acquisition-related intangible assets | 2,244 | 730 | 4,307 | 730 | ||||||||||||
Total operating expenses | 244,594 | 234,416 | 469,240 | 436,714 | ||||||||||||
Operating income | 36,183 | 379,016 | 228,047 | 728,310 | ||||||||||||
Other income (expense), net | (17,197 | ) | (14,273 | ) | (42,513 | ) | (32,639 | ) | ||||||||
Income before income taxes | 18,986 | 364,743 | 185,534 | 695,671 | ||||||||||||
Provision for income taxes | 6,017 | 116,353 | 58,180 | 223,157 | ||||||||||||
Net income | $ | 12,969 | $ | 248,390 | $ | 127,354 | $ | 472,514 | ||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.05 | $ | 1.04 | $ | 0.53 | $ | 1.98 | ||||||||
Diluted | $ | 0.05 | $ | 1.02 | $ | 0.52 | $ | 1.94 | ||||||||
Shares used in computing net income per share: | ||||||||||||||||
Basic | 242,276 | 238,851 | 242,579 | 238,162 | ||||||||||||
Diluted | 244,570 | 243,862 | 246,026 | 243,718 |
SanDisk Corporation | |||||||
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1) | |||||||
(in thousands, except per share data, unaudited) |
Three months ended | Six months ended | ||||||||||||||
July 1, 2012 | July 3, 2011 | July 1, 2012 | July 3, 2011 | ||||||||||||
SUMMARY RECONCILIATION OF NET INCOME | |||||||||||||||
GAAP NET INCOME | $ | 12,969 | $ | 248,390 | $ | 127,354 | $ | 472,514 | |||||||
Share-based compensation (a) | 20,253 | 14,358 | 39,333 | 28,949 | |||||||||||
Amortization of acquisition-related intangible assets (b) | 11,425 | 8,984 | 27,219 | 14,100 | |||||||||||
Convertible debt interest (c) | 22,355 | 23,833 | 44,242 | 47,198 | |||||||||||
Income tax adjustments (d) | (15,889 | ) | (17,520 | ) | (30,719 | ) | (34,136 | ) | |||||||
NON-GAAP NET INCOME | $ | 51,113 | $ | 278,045 | $ | 207,429 | $ | 528,625 | |||||||
GAAP COST OF PRODUCT REVENUES | $ | 751,478 | $ | 761,561 | $ | 1,540,529 | $ | 1,504,169 | |||||||
Share-based compensation (a) | (1,923 | ) | (1,089 | ) | (3,460 | ) | (2,032 | ) | |||||||
Amortization of acquisition-related intangible assets (b) | (9,181 | ) | (8,254 | ) | (22,912 | ) | (13,370 | ) | |||||||
NON-GAAP COST OF PRODUCT REVENUES | $ | 740,374 | $ | 752,218 | $ | 1,514,157 | $ | 1,488,767 | |||||||
GAAP GROSS PROFIT | $ | 280,777 | $ | 613,432 | $ | 697,287 | $ | 1,165,024 | |||||||
Share-based compensation (a) | 1,923 | 1,089 | 3,460 | 2,032 | |||||||||||
Amortization of acquisition-related intangible assets (b) | 9,181 | 8,254 | 22,912 | 13,370 | |||||||||||
NON-GAAP GROSS PROFIT | $ | 291,881 | $ | 622,775 | $ | 723,659 | $ | 1,180,426 | |||||||
GAAP RESEARCH AND DEVELOPMENT EXPENSES | $ | 152,397 | $ | 145,332 | $ | 293,354 | $ | 264,874 | |||||||
Share-based compensation (a) | (10,623 | ) | (7,684 | ) | (20,650 | ) | (14,928 | ) | |||||||
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES | $ | 141,774 | $ | 137,648 | $ | 272,704 | $ | 249,946 | |||||||
GAAP SALES AND MARKETING EXPENSES | $ | 52,261 | $ | 48,200 | $ | 101,296 | $ | 95,657 | |||||||
Share-based compensation (a) | (3,634 | ) | (2,868 | ) | (7,263 | ) | (5,042 | ) | |||||||
NON-GAAP SALES AND MARKETING EXPENSES | $ | 48,627 | $ | 45,332 | $ | 94,033 | $ | 90,615 | |||||||
GAAP GENERAL AND ADMINISTRATIVE EXPENSES | $ | 37,692 | $ | 40,154 | $ | 70,283 | $ | 75,453 | |||||||
Share-based compensation (a) | (4,073 | ) | (2,717 | ) | (7,960 | ) | (6,947 | ) | |||||||
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES | $ | 33,619 | $ | 37,437 | $ | 62,323 | $ | 68,506 | |||||||
GAAP TOTAL OPERATING EXPENSES | $ | 244,594 | $ | 234,416 | $ | 469,240 | $ | 436,714 | |||||||
Share-based compensation (a) | (18,330 | ) | (13,269 | ) | (35,873 | ) | (26,917 | ) | |||||||
Amortization of acquisition-related intangible assets (b) | (2,244 | ) | (730 | ) | (4,307 | ) | (730 | ) | |||||||
NON-GAAP TOTAL OPERATING EXPENSES | $ | 224,020 | $ | 220,417 | $ | 429,060 | $ | 409,067 | |||||||
GAAP OPERATING INCOME | $ | 36,183 | $ | 379,016 | $ | 228,047 | $ | 728,310 | |||||||
Cost of product revenues adjustments (a) (b) | 11,104 | 9,343 | 26,372 | 15,402 | |||||||||||
Operating expense adjustments (a) (b) | 20,574 | 13,999 | 40,180 | 27,647 | |||||||||||
NON-GAAP OPERATING INCOME | $ | 67,861 | $ | 402,358 | $ | 294,599 | $ | 771,359 | |||||||
GAAP OTHER INCOME (EXPENSE), NET | $ | (17,197 | ) | $ | (14,273 | ) | $ | (42,513 | ) | $ | (32,639 | ) | |||
Convertible debt interest (c) | 22,355 | 23,833 | 44,242 | 47,198 | |||||||||||
NON-GAAP OTHER INCOME (EXPENSE), NET | $ | 5,158 | $ | 9,560 | $ | 1,729 | $ | 14,559 | |||||||
GAAP NET INCOME | $ | 12,969 | $ | 248,390 | $ | 127,354 | $ | 472,514 | |||||||
Cost of product revenues adjustments (a) (b) | 11,104 | 9,343 | 26,372 | 15,402 | |||||||||||
Operating expense adjustments (a) (b) | 20,574 | 13,999 | 40,180 | 27,647 | |||||||||||
Convertible debt interest (c) | 22,355 | 23,833 | 44,242 | 47,198 | |||||||||||
Income tax adjustments (d) | (15,889 | ) | (17,520 | ) | (30,719 | ) | (34,136 | ) | |||||||
NON-GAAP NET INCOME | $ | 51,113 | $ | 278,045 | $ | 207,429 | $ | 528,625 | |||||||
Diluted net income per share: | |||||||||||||||
GAAP | $ | 0.05 | $ | 1.02 | $ | 0.52 | $ | 1.94 | |||||||
Non-GAAP | $ | 0.21 | $ | 1.14 | $ | 0.84 | $ | 2.17 | |||||||
Shares used in computing diluted net income per share: | |||||||||||||||
GAAP | 244,570 | 243,862 | 246,026 | 243,718 | |||||||||||
Non-GAAP | 244,701 | 243,889 | 246,026 | 243,727 |
SanDisk Corporation
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
(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 it is consistent with the financial models and estimates published by many analysts who follow the Company. 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 Matrix Semiconductor, Inc. in January 2006, Pliant Technology, Inc. in May 2011, FlashSoft Corporation in February 2012 and Schooner Information Technology, Inc. in June 2012, non-cash economic interest expense associated with the convertible debt and related tax adjustments, we believe the inclusion of non-GAAP financial measures provides consistency in our financial reporting. 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 non-cash charges, such as amortization of purchased intangible assets, share-based compensation, non-cash economic interest expense associated with the convertible debt 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 core technology, developed technology, customer relationships and trademarks related to the acquisitions of Matrix Semiconductor, Inc. (January 2006), Pliant Technology, Inc. (May 2011), FlashSoft Corporation (February 2012) and Schooner Information Technology, Inc. (June 2012). |
(c) | Incremental interest expense relating to the non-cash economic interest expense associated with the Company’s 1% Sr. Convertible Notes due 2013 and 1.5% Sr. Convertible Notes due 2017. |
(d) | Income taxes associated with certain non-GAAP to GAAP adjustments. |
SanDisk Corporation |
Preliminary Condensed Consolidated Balance Sheets |
(in thousands, unaudited) |
July 1, 2012 | January 1, 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,070,454 | $ | 1,167,496 | |||
Short-term marketable securities | 1,468,206 | 1,681,492 | |||||
Accounts receivable from product revenues, net | 281,822 | 521,763 | |||||
Inventory | 862,518 | 678,382 | |||||
Deferred taxes | 97,733 | 100,409 | |||||
Other current assets | 356,146 | 206,419 | |||||
Total current assets | 4,136,879 | 4,355,961 | |||||
Long-term marketable securities | 2,724,382 | 2,766,263 | |||||
Property, land and equipment, net | 512,734 | 344,897 | |||||
Notes receivable and investments in Flash Ventures | 1,871,148 | 1,943,295 | |||||
Deferred taxes | 186,925 | 199,027 | |||||
Goodwill | 197,878 | 154,899 | |||||
Intangible assets, net | 284,181 | 287,691 | |||||
Other non-current assets | 161,622 | 122,615 | |||||
Total assets | $ | 10,075,749 | $ | 10,174,648 | |||
LIABILITIES | |||||||
Current liabilities: | |||||||
Accounts payable trade | $ | 255,173 | $ | 258,583 | |||
Accounts payable to related parties | 234,843 | 276,275 | |||||
Convertible short-term debt | 878,929 | — | |||||
Other current accrued liabilities | 237,237 | 337,517 | |||||
Deferred income on shipments to distributors and retailers and deferred revenue | 218,213 | 220,999 | |||||
Total current liabilities | 1,824,395 | 1,093,374 | |||||
Convertible long-term debt | 771,098 | 1,604,911 | |||||
Non-current liabilities | 442,375 | 415,524 | |||||
Total liabilities | 3,037,868 | 3,113,809 | |||||
EQUITY | |||||||
Stockholders’ equity: | |||||||
Common stock | 4,956,959 | 4,934,808 | |||||
Retained earnings | 1,829,364 | 1,796,849 | |||||
Accumulated other comprehensive income | 255,521 | 332,701 | |||||
Total stockholders’ equity | 7,041,844 | 7,064,358 | |||||
Non-controlling interests | (3,963 | ) | (3,519 | ) | |||
Total equity | 7,037,881 | 7,060,839 | |||||
Total liabilities and equity | $ | 10,075,749 | $ | 10,174,648 |
SanDisk Corporation |
Preliminary Condensed Consolidated Statements of Cash Flows |
(in thousands, unaudited) |
Three months ended | Six months ended | ||||||||||||||
July 1, 2012 | July 3, 2011 | July 1, 2012 | July 3, 2011 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Net income | $ | 12,969 | $ | 248,390 | $ | 127,354 | $ | 472,514 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||
Deferred taxes | 460 | (13,398 | ) | 5,963 | (7,224 | ) | |||||||||
Depreciation | 36,525 | 27,862 | 69,703 | 57,637 | |||||||||||
Amortization | 41,303 | 40,511 | 86,449 | 73,350 | |||||||||||
Provision for doubtful accounts | (439 | ) | (209 | ) | (1,724 | ) | (2,954 | ) | |||||||
Share-based compensation expense | 20,253 | 14,358 | 39,333 | 28,949 | |||||||||||
Excess tax benefit from share-based compensation | (2,424 | ) | (5,399 | ) | (11,021 | ) | (11,811 | ) | |||||||
Impairment, restructuring and other | (1,333 | ) | (6,268 | ) | (6,787 | ) | (19,445 | ) | |||||||
Other non-operating | 22,525 | 21,235 | 52,187 | 41,683 | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable from product revenues, net | 81,197 | (132,051 | ) | 241,671 | (587 | ) | |||||||||
Inventory | (98,503 | ) | (50,380 | ) | (183,715 | ) | (34,001 | ) | |||||||
Other assets | (52,594 | ) | (47,620 | ) | 13,112 | (71,369 | ) | ||||||||
Accounts payable trade | 30,883 | 32,852 | (3,410 | ) | (3,457 | ) | |||||||||
Accounts payable to related parties | 33,771 | 64,363 | (41,432 | ) | 33,867 | ||||||||||
Other liabilities | (105,478 | ) | 75,000 | (301,394 | ) | 110,733 | |||||||||
Total adjustments | 6,146 | 20,856 | (41,065 | ) | 195,371 | ||||||||||
Net cash provided by operating activities | 19,115 | 269,246 | 86,289 | 667,885 | |||||||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of short and long-term marketable securities | (605,709 | ) | (972,067 | ) | (1,362,066 | ) | (1,609,568 | ) | |||||||
Proceeds from sale of short and long-term marketable securities | 547,444 | 974,177 | 1,173,180 | 1,471,780 | |||||||||||
Proceeds from maturities of short and long-term marketable securities | 214,588 | 206,570 | 407,430 | 323,810 | |||||||||||
Acquisition of property, land and equipment | (96,076 | ) | (27,608 | ) | (240,294 | ) | (61,353 | ) | |||||||
Investment in Flash Ventures | (37,913 | ) | (18,272 | ) | (50,439 | ) | (18,333 | ) | |||||||
Notes receivable issuances to Flash Ventures | (91,186 | ) | (152,811 | ) | (142,316 | ) | (366,762 | ) | |||||||
Notes receivable proceeds from Flash Ventures | 147,953 | — | 211,786 | 85,096 | |||||||||||
Purchased technology and other assets | (194 | ) | — | (222 | ) | (100,000 | ) | ||||||||
Acquisitions, net of cash acquired | (14,666 | ) | (302,649 | ) | (69,204 | ) | (317,649 | ) | |||||||
Net cash provided by (used in) investing activities | 64,241 | (292,660 | ) | (72,145 | ) | (592,979 | ) | ||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from employee stock programs | 5,354 | 16,458 | 50,672 | 58,606 | |||||||||||
Excess tax benefit from share-based compensation | 2,424 | 5,399 | 11,021 | 11,811 | |||||||||||
Share repurchase program | (93,164 | ) | — | (154,075 | ) | — | |||||||||
Net cash received (paid) for share repurchase contracts | (20,000 | ) | — | (18,858 | ) | — | |||||||||
Net cash provided by (used in) financing activities | (105,386 | ) | 21,857 | (111,240 | ) | 70,417 | |||||||||
Effect of changes in foreign currency exchange rates on cash | (779 | ) | 1,961 | 54 | 382 | ||||||||||
Net increase (decrease) in cash and cash equivalents | (22,809 | ) | 404 | (97,042 | ) | 145,705 | |||||||||
Cash and cash equivalents at beginning of period | 1,093,263 | 974,450 | 1,167,496 | 829,149 | |||||||||||
Cash and cash equivalents at end of period | $ | 1,070,454 | $ | 974,854 | $ | 1,070,454 | $ | 974,854 |