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8-K - FORM 8-K Q4 '11 EARNINGS RELEASE - SANDISK CORPform8-kq411earningsrelease.htm
EXHIBIT 99.1

    
    
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035-7932
Phone: 408-801-1000
Fax: 408-801-8657



SANDISK ANNOUNCES FOURTH QUARTER
AND FULL YEAR 2011 FINANCIAL RESULTS

Reports Record Quarterly & Annual Revenues

Milpitas, CA, January 25, 2012 - SanDisk Corporation (NASDAQ:SNDK), a global leader in flash memory storage solutions, today announced results for the fourth quarter and fiscal year ended January 1, 2012. Total fourth quarter revenue of $1.58 billion increased 19% on a year-over-year basis and increased 11% on a sequential basis. Total revenue for fiscal 2011 of $5.66 billion increased 17% from $4.83 billion in fiscal 2010.
On a GAAP(1) basis, fourth quarter net income was $281 million, or $1.14 per diluted share, compared to net income of $485 million, or $2.01, per diluted share in the fourth quarter of fiscal 2010 and $233 million, or $0.96 per diluted share, in the third quarter of fiscal 2011. Net income for fiscal 2011 was $987 million, or $4.04 per diluted share.
On a non-GAAP(2) basis, fourth-quarter net income was $317 million, or $1.29 per diluted share, compared to net income of $307 million, or $1.27 per diluted share, in the fourth quarter of fiscal 2010 and net income of $292 million, or $1.20 per diluted share, in the third quarter of fiscal 2011. Net income for fiscal 2011 was $1.14 billion, or $4.65 per diluted share. For reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.

“We are pleased to deliver record quarterly and annual revenues with robust profitability,” said Sanjay Mehrotra, President and CEO. “The secular demand trends for NAND flash remain vibrant and we are particularly excited about the new growth opportunities for our business in the Enterprise and Client Computing markets.”

FOURTH QUARTER 2011 KEY FINANCIAL METRICS
Metric
in millions of US$, except %
GAAP
Non-GAAP
Q411
Q410
Q311
Q411
Q410
Q311
Revenue
$1,577
$1,327
$1,416
$1,577
$1,327
$1,416
Gross Profit
% of revenue
$662
42.0% 
$576
43.4%
$612
43.2%
$676
42.9% 
$580
43.7% 
$627
44.3%
Operating Income
% of revenue
$416
26.4%
$357
26.9%
$386
27.3%
$449
28.5%
$385
29.0%
$417
29.4%

Cash flow from operations in the fourth quarter of fiscal 2011 was $210 million and free cash flow(3) was $299 million.
Total cash and cash equivalents and short and long-term marketable securities at the end of the fourth quarter of fiscal 2011 were $5.62 billion compared to $5.34 billion at the end of the fourth quarter of



fiscal 2010 and $5.27 billion at the end of the third quarter of fiscal 2011.

FISCAL 2011 KEY FINANCIAL METRICS
Metric
in millions of US$, except %
GAAP
 Non-GAAP
2011
2010
2011
2010
Revenue
$5,662
$4,827
$5,662
$4,827
Gross Profit
% of revenue
$2,439
43.1%
$2,262
46.9%
$2,484
43.9%
$2,280
47.2%
Operating Income
% of revenue
$1,530
27.0%
$1,462
30.3%
$1,637
28.9%
$1,553
32.2%

Cash flow from operations in fiscal 2011 was $1.05 billion and free cash flow(3) was $377 million.

CONFERENCE CALL
SanDisk’s fourth quarter of fiscal 2011 conference call is scheduled for 2:00 P.M., Pacific Time, Wednesday, January 25, 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 719-457-1036 and the dial-in password is 5300014. 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, demand trends and expected growth, including in the Enterprise and Client Computing markets, 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;
unpredictable or changing demand for our products, particularly for certain form factors, such as embedded flash memory, or capacities, or the mix of X2 and X3 technologies;
excess captive memory output or capacity which could result in write-downs for excess inventory, lower of cost or market charges, fixed costs associated with under-utilized capacity, or other consequences;
increased memory component and other costs as a result of currency exchange rate fluctuations to the U.S. dollar, particularly with respect to the Japanese yen;
lower than anticipated demand, including due to general economic weakness in our markets;
expansion of industry supply, including low-grade supply useable in limited markets, creating excess supply, causing our average selling prices to decline faster than our costs;
insufficient supply from captive flash memory sources, inability to obtain non-captive flash memory supply of the right product mix and quality in the time frame necessary to meet demand, or inability to realize a positive margin on non-captive purchases; 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 October 2, 2011.


(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 convertible debts, non-cash change in fair value of the liability component of the repurchased portion of the convertible debt, and related tax adjustments.



(3) Free cash flow represents net cash provided by operating activities plus net cash used in investing activities excluding net purchases, sales and maturities of short and long-term marketable securities.

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 market. 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
 
Twelve months ended
 
January 1, 2012
 
January 2, 2011
 
January 1, 2012
 
January 2, 2011
Revenues:
 
 
 
 
 
 
 
   Product
$
1,473,444

 
$
1,240,827

 
$
5,287,555

 
$
4,462,930

   License and royalty
103,476

 
86,576

 
374,590

 
363,877

Total revenues
1,576,920

 
1,327,403

 
5,662,145

 
4,826,807

 
 
 
 
 
 
 
 
Cost of product revenues
901,993

 
747,985

 
3,183,257

 
2,552,188

Amortization of acquisition-related intangible assets
13,186

 
3,133

 
39,742

 
12,529

Total cost of product revenues
915,179

 
751,118

 
3,222,999

 
2,564,717

Gross profit
661,741

 
576,285

 
2,439,146

 
2,262,090

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
   Research and development
147,228

 
112,592

 
547,373

 
422,562

   Sales and marketing
55,227

 
58,812

 
199,422

 
209,797

   General and administrative
41,746

 
47,838

 
157,766

 
166,485

   Amortization of acquisition-related intangible assets
1,877

 

 
4,485

 
1,672

Total operating expenses
246,078

 
219,242

 
909,046

 
800,516

Operating income
415,663

 
357,043

 
1,530,100

 
1,461,574

Other income (expense)
2,871

 
(9,935
)
 
(53,346
)
 
(4,141
)
Income before income taxes
418,534

 
347,108

 
1,476,754

 
1,457,433

Provision for (benefit from) income taxes
137,311

 
(138,357
)
 
489,764

 
157,291

Net income
$
281,223

 
$
485,465

 
$
986,990

 
$
1,300,142

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
   Basic
$
1.16

 
$
2.06

 
$
4.12

 
$
5.59

   Diluted
$
1.14

 
$
2.01

 
$
4.04

 
$
5.44

 
 
 
 
 
 
 
 
Shares used in computing net income per share:
 
 
 
 
 
 
 
   Basic
241,775

 
235,231

 
239,484

 
232,531

   Diluted
246,543

 
241,034

 
244,553

 
238,901







SanDisk Corporation
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
(in thousands, except per share data, unaudited)
 
Three months ended
 
Twelve months ended
 
January 1, 2012
 
January 2, 2011
 
January 1, 2012
 
January 2, 2011
SUMMARY RECONCILIATION OF NET INCOME
 
 
 
 
 
 
 
GAAP NET INCOME
$
281,223

 
$
485,465

 
$
986,990

 
$
1,300,142

    Share-based compensation (a)
18,432

 
24,799

 
63,110

 
77,590

    Amortization of acquisition-related intangible assets (b)
15,063

 
3,133

 
44,227

 
14,201

    Convertible debt interest (c) (d)
21,316

 
22,786

 
111,354

 
68,898

    Income tax adjustments (e)
(18,893
)
 
(229,555
)
 
(67,673
)
 
(360,508
)
NON-GAAP NET INCOME
$
317,141

 
$
306,628

 
$
1,138,008

 
$
1,100,323

 
 
 
 
 
 
 
 
GAAP COST OF PRODUCT REVENUES
$
915,179

 
$
751,118

 
$
3,222,999

 
$
2,564,717

   Share-based compensation (a)
(1,358
)
 
(849
)
 
(4,674
)
 
(5,821
)
   Amortization of acquisition-related intangible assets (b)
(13,186
)
 
(3,133
)
 
(39,742
)
 
(12,529
)
NON-GAAP COST OF PRODUCT REVENUES
$
900,635

 
$
747,136

 
$
3,178,583

 
$
2,546,367

 
 
 
 
 
 
 
 
GAAP GROSS PROFIT
$
661,741

 
$
576,285

 
$
2,439,146

 
$
2,262,090

  Share-based compensation (a)
1,358

 
849

 
4,674

 
5,821

  Amortization of acquisition-related intangible assets (b)
13,186

 
3,133

 
39,742

 
12,529

NON-GAAP GROSS PROFIT
$
676,285

 
$
580,267

 
$
2,483,562

 
$
2,280,440

 
 
 
 
 
 
 
 
GAAP RESEARCH AND DEVELOPMENT EXPENSES
$
147,228

 
$
112,592

 
$
547,373

 
$
422,562

  Share-based compensation (a)
(10,929
)
 
(6,317
)
 
(34,177
)
 
(26,292
)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
$
136,299

 
$
106,275

 
$
513,196

 
$
396,270

 
 
 
 
 
 
 
 
GAAP SALES AND MARKETING EXPENSES
$
55,227

 
$
58,812

 
$
199,422

 
$
209,797

  Share-based compensation (a)
(2,847
)
 
(2,634
)
 
(10,593
)
 
(10,934
)
NON-GAAP SALES AND MARKETING EXPENSES
$
52,380

 
$
56,178

 
$
188,829

 
$
198,863

 
 
 
 
 
 
 
 
GAAP GENERAL AND ADMINISTRATIVE EXPENSES
$
41,746

 
$
47,838

 
$
157,766

 
$
166,485

  Share-based compensation (a)
(3,298
)
 
(14,999
)
 
(13,666
)
 
(34,543
)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES
$
38,448

 
$
32,839

 
$
144,100

 
$
131,942

 
 
 
 
 
 
 
 
GAAP TOTAL OPERATING EXPENSES
$
246,078

 
$
219,242

 
$
909,046

 
$
800,516

  Share-based compensation (a)
(17,074
)
 
(23,950
)
 
(58,436
)
 
(71,769
)
  Amortization of acquisition-related intangible assets (b)
(1,877
)
 

 
(4,485
)
 
(1,672
)
NON-GAAP TOTAL OPERATING EXPENSES
$
227,127

 
$
195,292

 
$
846,125

 
$
727,075

 
 
 
 
 
 
 
 
GAAP OPERATING INCOME
$
415,663

 
$
357,043

 
$
1,530,100

 
$
1,461,574

  Cost of product revenues adjustments (a) (b)
14,544

 
3,982

 
44,416

 
18,350

  Operating expense adjustments (a) (b)
18,951

 
23,950

 
62,921

 
73,441

NON-GAAP OPERATING INCOME
$
449,158

 
$
384,975

 
$
1,637,437

 
$
1,553,365

 
 
 
 
 
 
 
 
GAAP OTHER INCOME (EXPENSE)
$
2,871

 
$
(9,935
)
 
$
(53,346
)
 
$
(4,141
)
    Convertible debt interest (c) (d)
21,316

 
22,786

 
111,354

 
68,898

NON-GAAP OTHER INCOME (EXPENSE)
$
24,187

 
$
12,851

 
$
58,008

 
$
64,757

 
 
 
 
 
 
 
 
GAAP NET INCOME
$
281,223

 
$
485,465

 
$
986,990

 
$
1,300,142

  Cost of product revenues adjustments (a) (b)
14,544

 
3,982

 
44,416

 
18,350

  Operating expense adjustments (a) (b)
18,951

 
23,950

 
62,921

 
73,441

  Convertible debt interest (c) (d)
21,316

 
22,786

 
111,354

 
68,898

  Income tax adjustments (e)
(18,893
)
 
(229,555
)
 
(67,673
)
 
(360,508
)
NON-GAAP NET INCOME
$
317,141

 
$
306,628

 
$
1,138,008

 
$
1,100,323

 
 
 
 
 
 
 
 
Diluted net income per share:
 
 
 
 
 
 
 
  GAAP
$
1.14

 
$
2.01

 
$
4.04

 
$
5.44

  Non-GAAP
$
1.29

 
$
1.27

 
$
4.65

 
$
4.60

 
 
 
 
 
 
 
 
Shares used in computing diluted net income per share:
 
 
 
 
 
 
 
  GAAP
246,543

 
241,034

 
244,553

 
238,901

  Non-GAAP
246,595

 
241,059

 
244,568

 
239,042





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, MusicGremlin, Inc. in June 2008 and Pliant Technology, Inc. in May 2011, non-cash economic interest expense associated with the convertible debt, non-cash change in fair value of the liability component of the repurchased portion of the convertible debt, and tax valuation allowances, we believe the inclusion of non-GAAP financial measures provide 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 our convertible debt, non-cash change in fair value of the liability component of the repurchased portion of the convertible debt, and tax valuation allowances, 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), MusicGremlin, Inc. (June 2008) and Pliant Technology, Inc. (May 2011).
(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)
Year-to-date fiscal 2011 convertible debt interest includes the non-cash change in fair value of the liability component of the repurchased portion of the 1% Sr. Convertible Notes due 2013.
(e)
Income taxes associated with certain non-GAAP to GAAP adjustments and valuation allowances on deferred taxes.




SanDisk Corporation
Preliminary Condensed Consolidated Balance Sheets
(in thousands, unaudited)

 
 
January 1, 2012
 
January 2, 2011
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
1,167,496

 
$
829,149

Short-term marketable securities
 
1,681,492

 
2,018,565

Accounts receivable from product revenues, net
 
521,763

 
367,784

Inventory
 
678,382

 
509,585

Deferred taxes
 
100,409

 
104,582

Other current assets
 
206,419

 
203,027

Total current assets
 
4,355,961

 
4,032,692

 
 
 
 
 
Long-term marketable securities
 
2,766,263

 
2,494,972

Property and equipment, net
 
344,897

 
266,721

Notes receivable and investments in flash ventures with Toshiba
 
1,943,295

 
1,733,491

Deferred taxes
 
199,027

 
149,486

Goodwill
 
154,899

 

Intangible assets, net
 
287,691

 
37,404

Other non-current assets
 
122,615

 
61,944

Total assets
 
$
10,174,648

 
$
8,776,710

 
 
 
 
 
LIABILITIES
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable trade
 
$
258,583

 
$
173,259

Accounts payable to related parties
 
276,275

 
241,744

Other current accrued liabilities
 
337,517

 
284,709

Deferred income on shipments to distributors and retailers and deferred revenue
 
220,999

 
260,395

Total current liabilities
 
1,093,374

 
960,107

 
 
 
 
 
Convertible long-term debt
 
1,604,911

 
1,711,032

Non-current liabilities
 
415,524

 
326,176

Total liabilities
 
3,113,809

 
2,997,315

 
 
 
 
 
EQUITY
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock
 
4,934,808

 
4,709,743

Retained earnings
 
1,796,849

 
812,653

Accumulated other comprehensive income
 
332,701

 
260,228

Total stockholders’ equity
 
7,064,358

 
5,782,624

Non-controlling interests
 
(3,519
)
 
(3,229
)
Total equity
 
7,060,839

 
5,779,395

Total liabilities and equity
 
$
10,174,648

 
$
8,776,710




SanDisk Corporation
Preliminary Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
 
Three months ended
 
Twelve months ended
 
January 1, 2012
 
January 2, 2011
 
January 1, 2012
 
January 2, 2011
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
281,223

 
$
485,465

 
$
986,990

 
$
1,300,142

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Deferred taxes
3,013

 
(76,478
)
 
(74,829
)
 
(172,327
)
Depreciation
30,025

 
30,743

 
114,984

 
132,818

Amortization
43,895

 
28,612

 
161,930

 
93,961

Provision for doubtful accounts
453

 
229

 
(1,476
)
 
(2,575
)
Share-based compensation expense
18,432

 
24,799

 
63,110

 
77,590

Excess tax benefit from share-based compensation
(9,075
)
 
(9,666
)
 
(24,895
)
 
(29,626
)
Impairments, restructuring and other
(24,320
)
 
(13,918
)
 
(49,438
)
 
(41,505
)
Other non-operating
22,889

 
15,346

 
86,660

 
41,054

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable from product revenues
(57,569
)
 
(28,207
)
 
(146,726
)
 
(132,479
)
Inventory
6,264

 
17,340

 
(158,534
)
 
84,314

Other assets
(43,134
)
 
(129,278
)
 
(112,577
)
 
(127,629
)
Accounts payable trade
35,343

 
21,598

 
73,711

 
38,957

Accounts payable to related parties
17,454

 
77,837

 
34,531

 
59,653

Other liabilities
(115,341
)
 
(85,025
)
 
100,331

 
129,544

Total adjustments
(71,671
)
 
(126,068
)
 
66,782

 
151,750

Net cash provided by operating activities
209,552

 
359,397

 
1,053,772

 
1,451,892

 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Purchases of short and long-term marketable securities
(973,002
)
 
(1,571,485
)
 
(3,473,915
)
 
(5,803,438
)
Proceeds from sale of short and long-term marketable securities
572,876

 
1,135,291

 
2,849,232

 
2,771,840

Proceeds from maturities of short and long-term marketable securities
128,470

 
89,196

 
634,390

 
407,001

Acquisition of property and equipment
(78,609
)
 
(48,414
)
 
(192,876
)
 
(108,142
)
Investment in Flash Ventures

 

 
(83,316
)
 

Distribution from FlashVision Ltd.

 

 

 
122

Notes receivable issuance to Flash Ventures

 
(59,880
)
 
(399,281
)
 
(59,880
)
Notes receivable proceeds from Flash Ventures
167,872

 

 
416,388

 
59,664

Proceeds from sale of assets

 

 

 
17,767

Purchased technology and other assets

 
2,455

 
(100,000
)
 
473

Acquisition of Pliant Technology, Inc., net of cash acquired

 

 
(317,649
)
 

Net cash used in investing activities
(182,393
)
 
(452,837
)
 
(667,027
)
 
(2,714,593
)
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from issuance of convertible senior notes, net of issuance costs

 

 

 
982,500

Proceeds from sale (purchase) of convertible bond hedge

 

 
1,494

 
(292,900
)
Proceeds from sale (purchase) of warrants

 

 
(1,158
)
 
188,100

Repayment of debt financing

 

 
(211,441
)
 
(75,000
)
Proceeds from employee stock programs
61,349

 
44,872

 
143,140

 
152,843

Excess tax benefit from share-based compensation
9,075

 
9,666

 
24,895

 
29,626

Share repurchase program
(4,039
)
 

 
(4,039
)
 

Net cash provided by (used in) financing activities
66,385

 
54,538

 
(47,109
)
 
985,169

Effect of changes in foreign currency exchange rates on cash
(898
)
 
2,663

 
(1,289
)
 
6,317

Net increase (decrease) in cash and cash equivalents
92,646

 
(36,239
)
 
338,347

 
(271,215
)
Cash and cash equivalents at beginning of period
1,074,850

 
865,388

 
829,149

 
1,100,364

Cash and cash equivalents at end of period
$
1,167,496

 
$
829,149

 
$
1,167,496

 
$
829,149