SanDisk Announces Fourth Quarter and 2012 Year-End Results
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SanDisk Announces Fourth Quarter and 2012 Year-End Results

MILPITAS, Calif. — (BUSINESS WIRE) — January 23, 2013 — SanDisk Corporation (NASDAQ: SNDK), a global leader in flash memory storage solutions, announced today results for the fourth quarter and fiscal year ended December 30, 2012. Total fourth quarter revenue of $1.54 billion decreased 2% on a year-over-year basis and increased 21% on a sequential basis. Total revenue for fiscal 2012 of $5.05 billion decreased 11% from $5.66 billion in fiscal 2011.

On a GAAP(1) basis, fourth quarter net income was $214 million, or $0.87 per diluted share, compared to net income of $281 million, or $1.14 per diluted share, in the fourth quarter of fiscal 2011 and $77 million, or $0.31 per diluted share, in the third quarter of fiscal 2012. Net income for fiscal 2012 was $417 million, or $1.70 per diluted share compared to $987 million, or $4.04 per diluted share in fiscal 2011.

On a non-GAAP(2) basis, fourth quarter net income was $257 million, or $1.05 per diluted share, compared to net income of $317 million, or $1.29 per diluted share, in the fourth quarter of fiscal 2011 and net income of $118 million, or $0.48 per diluted share, in the third quarter of fiscal 2012. Net income for fiscal 2012 was $582 million, or $2.38 per diluted share compared to $1.14 billion, or $4.65 per diluted share in fiscal 2011. For reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.

“SanDisk ended 2012 with strong momentum in our SSD business, which contributed 10% of our Q4 revenue. We are now supplying client SSDs to ten leading PC OEMs and our enterprise SSDs are qualified at a fourth storage OEM,” said Sanjay Mehrotra, president and chief executive officer of SanDisk. “We drove solid sequential growth in our embedded mobile products and continued to execute well in our retail business. We believe that our broadening customer engagements and expanding product portfolio position us well for strong profitability in 2013.”

FOURTH QUARTER 2012 KEY FINANCIAL METRICS

Metric   GAAP   Non-GAAP
in millions of US$, except %   Q412   Q411   Q312 Q412   Q411   Q312
Revenue   $1,542   $1,577   $1,273 $1,542   $1,577   $1,273
Gross Profit $603   $662   $383 $615   $676   $395
% of revenue   39.1%   42.0%   30.1% 39.9%   42.9%   31.0%
Operating Income $336 $416 $132 $368 $449 $164
% of revenue   21.8%   26.4%   10.4% 23.9%   28.5%   12.9%

At the end of the fourth quarter, SanDisk’s cash and short and long-term marketable investments totaled $5.71 billion.

CONFERENCE CALL

SanDisk’s fourth quarter of fiscal 2012 conference call is scheduled for 2:00 P.M., Pacific Time, Wednesday, January 23, 2013. The conference call will be webcast and can be accessed live, and throughout the quarter, at SanDisk’s website at www.sandisk.com/IR. To participate in the call via telephone, the dial-in number is 719-457-2679 and the dial-in password is 5242141. 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.

ABOUT SANDISK

SanDisk Corporation (NASDAQ: SNDK) 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.

© 2013 SanDisk Corporation. All rights reserved. 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).

This press release contains certain forward-looking statements, including statements about our business prospects, including our expectations regarding strong profitability in 2013, continued growth of our SSD business as a result of increased customer engagements, our expanding product portfolio, our business and expected financial performance in fiscal 2013, 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. We undertake no obligation to update the information contained in this press release. Risks that may cause these forward-looking statements to be inaccurate include among others:

(1)   GAAP represents U.S. Generally Accepted Accounting Principles.
(2) Non-GAAP represents GAAP excluding the impact of share-based compensation expense, amortization and write-off of acquisition-related intangible assets, non-cash economic interest expense associated with the Company’s convertible debt, the non-cash change in fair value of the liability component associated with the repurchased portion of SanDisk’s convertible debt and related tax adjustments.
 
SanDisk Corporation
Preliminary Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
       
 
Three months ended Twelve months ended
December 30, 2012 January 1, 2012 December 30, 2012 January 1, 2012
Revenues:
Product $ 1,444,719 $ 1,473,444 $ 4,678,504 $ 5,287,555
License and royalty   96,784     103,476   374,005     374,590  
Total revenues 1,541,503 1,576,920 5,052,509 5,662,145
 
Cost of product revenues 928,661 901,993 3,326,747 3,183,257
Amortization of acquisition-related intangible assets   9,830     13,186   42,542     39,742  
Total cost of product revenues 938,491 915,179 3,369,289 3,222,999
       
Gross profit 603,012 661,741 1,683,220 2,439,146
 
Operating expenses:
Research and development 159,075 147,228 602,765 547,373
Sales and marketing 64,820 55,227 224,054 199,422
General and administrative 39,913 41,746 150,401 157,766
Amortization and write-off of acquisition-related intangible assets   3,229     1,877   9,905     4,485  
Total operating expenses   267,037     246,078   987,125     909,046  
 
Operating income 335,975 415,663 696,095 1,530,100
 
Other income (expense), net   (12,971 )   2,871   (69,179 )   (53,346 )
 
Income before income taxes 323,004 418,534 626,916 1,476,754
 
Provision for income taxes 109,461 137,311 209,512 489,764
       
Net income $ 213,543   $ 281,223 $ 417,404   $ 986,990  
 
Net income per share:
Basic $ 0.88 $ 1.16 $ 1.72 $ 4.12
Diluted $ 0.87 $ 1.14 $ 1.70 $ 4.04
 
Shares used in computing net income per share:
Basic 241,451 241,775 242,076 239,484
Diluted 244,161 246,543 245,253 244,553
 
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
December 30, 2012 January 1, 2012 December 30, 2012 January 1, 2012
 
SUMMARY RECONCILIATION OF NET INCOME
GAAP NET INCOME $ 213,543 $ 281,223 $ 417,404 $ 986,990
Share-based compensation (a) 19,160 18,432 78,443 63,110
Amortization and write-off of acquisition-related intangible assets (b) 13,059 15,063 52,447 44,227
Convertible debt interest (c) 23,036 21,316 89,963 111,354
Income tax adjustments (d)   (11,582 )   (18,893 )   (55,848 )   (67,673 )
NON-GAAP NET INCOME $ 257,216   $ 317,141   $ 582,409   $ 1,138,008  
 
 
GAAP COST OF PRODUCT REVENUES $ 938,491 $ 915,179 $ 3,369,289 $ 3,222,999
Share-based compensation (a) (2,070 ) (1,358 ) (7,459 ) (4,674 )
Amortization of acquisition-related intangible assets (b)   (9,830 )   (13,186 )   (42,542 )   (39,742 )
NON-GAAP COST OF PRODUCT REVENUES $ 926,591   $ 900,635   $ 3,319,288   $ 3,178,583  
 
GAAP GROSS PROFIT $ 603,012 $ 661,741 $ 1,683,220 $ 2,439,146
Share-based compensation (a) 2,070 1,358 7,459 4,674
Amortization of acquisition-related intangible assets (b)   9,830     13,186     42,542     39,742  
NON-GAAP GROSS PROFIT $ 614,912   $ 676,285   $ 1,733,221   $ 2,483,562  
 
GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 159,075 $ 147,228 $ 602,765 $ 547,373
Share-based compensation (a)   (9,981 )   (10,929 )   (41,010 )   (34,177 )
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 149,094   $ 136,299   $ 561,755   $ 513,196  
 
GAAP SALES AND MARKETING EXPENSES $ 64,820 $ 55,227 $ 224,054 $ 199,422
Share-based compensation (a)   (3,528 )   (2,847 )   (14,585 )   (10,593 )
NON-GAAP SALES AND MARKETING EXPENSES $ 61,292   $ 52,380   $ 209,469   $ 188,829  
 
GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 39,913 $ 41,746 $ 150,401 $ 157,766
Share-based compensation (a)   (3,581 )   (3,298 )   (15,389 )   (13,666 )
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 36,332   $ 38,448   $ 135,012   $ 144,100  
 
GAAP TOTAL OPERATING EXPENSES $ 267,037 $ 246,078 $ 987,125 $ 909,046
Share-based compensation (a) (17,090 ) (17,074 ) (70,984 ) (58,436 )
Amortization and write-off of acquisition-related intangible assets (b)   (3,229 )   (1,877 )   (9,905 )   (4,485 )
NON-GAAP TOTAL OPERATING EXPENSES $ 246,718   $ 227,127   $ 906,236   $ 846,125  
 
GAAP OPERATING INCOME $ 335,975 $ 415,663 $ 696,095 $ 1,530,100
Cost of product revenues adjustments (a) (b) 11,900 14,544 50,001 44,416
Operating expense adjustments (a) (b)   20,319     18,951     80,889     62,921  
NON-GAAP OPERATING INCOME $ 368,194   $ 449,158   $ 826,985   $ 1,637,437  
 
GAAP OTHER INCOME (EXPENSE), NET $ (12,971 ) $ 2,871 $ (69,179 ) $ (53,346 )
Convertible debt interest (c)   23,036     21,316     89,963     111,354  
NON-GAAP OTHER INCOME (EXPENSE), NET $ 10,065   $ 24,187   $ 20,784   $ 58,008  
 
GAAP NET INCOME $ 213,543 $ 281,223 $ 417,404 $ 986,990
Cost of product revenues adjustments (a) (b) 11,900 14,544 50,001 44,416
Operating expense adjustments (a) (b) 20,319 18,951 80,889 62,921
Convertible debt interest (c) 23,036 21,316 89,963 111,354
Income tax adjustments (d)   (11,582 )   (18,893 )   (55,848 )   (67,673 )
NON-GAAP NET INCOME $ 257,216   $ 317,141   $ 582,409   $ 1,138,008  
 
Diluted net income per share:
GAAP $ 0.87 $ 1.14 $ 1.70 $ 4.04
Non-GAAP $ 1.05 $ 1.29 $ 2.38 $ 4.65
 
Shares used in computing diluted net income per share:
GAAP 244,161 246,543 245,253 244,553
Non-GAAP 244,081 246,595 245,199 244,568
 
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 and write-off 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, non-cash change in fair value of the liability component of the repurchased portion of 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 and write-off of acquisition-related intangible assets, share-based compensation, 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 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 and write-off 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 and the non-cash change in fair value of the liability component of the repurchased portion of the 1% Sr. Convertible Notes due 2013.
 
(d) Income taxes associated with certain non-GAAP to GAAP adjustments.
 
SanDisk Corporation
Preliminary Condensed Consolidated Balance Sheets
(in thousands, unaudited)
   
 
December 30, 2012 January 1, 2012
 
ASSETS
Current assets:
Cash and cash equivalents $ 995,470 $ 1,167,496
Short-term marketable securities 1,880,034 1,681,492
Accounts receivable from product revenues, net 588,387 521,763
Inventory 750,075 678,382
Deferred taxes 93,877 100,409
Other current assets   298,517     206,419  
Total current assets 4,606,360 4,355,961
 
Long-term marketable securities 2,835,931 2,766,263
Property and equipment, net 665,542 344,897
Notes receivable and investments in Flash Ventures 1,460,112 1,943,295
Deferred taxes 168,718 199,027
Goodwill 201,735 154,899
Intangible assets, net 246,919 287,691
Other non-current assets   153,810     122,615  
 
Total assets $ 10,339,127   $ 10,174,648  
 
LIABILITIES
Current liabilities:
Accounts payable trade $ 254,459 $ 258,583
Accounts payable to related parties 214,806 276,275
Convertible short-term debt 906,708

―

Other current accrued liabilities 257,539 337,517
Deferred income on shipments to distributors and retailers and deferred revenue   248,155     220,999  
Total current liabilities 1,881,667 1,093,374
 
Convertible long-term debt 789,913 1,604,911
Non-current liabilities   407,947     415,524  
Total liabilities   3,079,527     3,113,809  
 
EQUITY
Stockholders' equity:
Common stock 5,027,512 4,934,808
Retained earnings 2,071,268 1,796,849
Accumulated other comprehensive income   165,121     332,701  

Total stockholders' equity

7,263,901 7,064,358
Non-controlling interests   (4,301 )   (3,519 )
Total equity   7,259,600     7,060,839  
 
Total liabilities and equity $ 10,339,127   $ 10,174,648  
 
SanDisk Corporation
Preliminary Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
       
 
Three months ended Twelve months ended
December 30, 2012 January 1, 2012 December 30, 2012 January 1, 2012
Cash flows from operating activities:
Net income $ 213,543 $ 281,223 $ 417,404 $ 986,990
Adjustments to reconcile net income to net cash provided by operating activities:
 
Deferred taxes 24,814 3,013 34,368 (74,829 )
Depreciation 49,478 30,025 161,949 114,984
Amortization 43,924 43,895 172,749 161,930
Provision for doubtful accounts 1,382 453 1,452 (1,476 )
Share-based compensation expense 19,160 18,432 78,443 63,110
Excess tax benefit from share-based compensation (1,899 ) (9,075 ) (16,015 ) (24,895 )
Impairment, restructuring and other (3,954 ) (24,320 ) (18,366 ) (49,438 )
Other non-operating 21,737 22,889 92,043 86,660
Changes in operating assets and liabilities:
Accounts receivable from product revenues, net (124,151 ) (57,569 ) (68,070 ) (146,726 )
Inventory 102,534 6,264 (71,260 ) (158,534 )
Other assets (30,069 ) (43,134 ) 5,318 (112,577 )
Accounts payable trade (63,888 ) 35,343 (4,124 ) 73,711
Accounts payable to related parties (11,330 ) 17,454 (61,469 ) 34,531
Other liabilities   74,345     (115,341 )   (194,568 )   100,331  
Total adjustments   102,083     (71,671 )   112,450     66,782  
 
Net cash provided by operating activities   315,626     209,552     529,854     1,053,772  
 
Cash flows from investing activities:
Purchases of short and long-term marketable securities (1,228,496 ) (973,002 ) (3,178,660 ) (3,473,915 )
Proceeds from sales of short and long-term marketable securities 613,799 572,876 2,197,302 2,849,232
Proceeds from maturities of short and long-term marketable securities 171,585 128,470 650,060 634,390
Acquisition of property and equipment, net (105,341 ) (78,609 ) (487,973 ) (192,876 )
Investment in Flash Ventures ― ― (50,439 ) (83,316 )
Notes receivable issuances to Flash Ventures ― ― (142,316 ) (399,281 )
Notes receivable proceeds from Flash Ventures 153,413 167,872 511,289 416,388
Purchased technology and other assets (3,755 ) ― (4,000 ) (100,000 )
Acquisitions, net of cash acquired   (212 ) ―     (69,629 )   (317,649 )
Net cash used in investing activities   (399,007 )   (182,393 )   (574,366 )   (667,027 )
 
Cash flows from financing activities:
Proceeds from sale of convertible bond hedge ― ― ― 1,494
Purchase of warrants ― ― ― (1,158 )
Repayment of debt financing ― ― ― (211,441 )
Proceeds from employee stock programs 8,532 61,349 86,302 143,140
Excess tax benefit from share-based compensation 1,899 9,075 16,015 24,895
Share repurchase program (38,577 ) (4,039 ) (230,081 ) (4,039 )
Net cash received for share repurchase contracts ―   ―     2,675   ―  
Net cash provided by (used in) financing activities   (28,146 )   66,385     (125,089 )   (47,109 )
 
Effect of changes in foreign currency exchange rates on cash   (3,488 )   (898 )   (2,425 )   (1,289 )
 
Net increase (decrease) in cash and cash equivalents (115,015 ) 92,646 (172,026 ) 338,347
 
Cash and cash equivalents at beginning of period 1,110,485 1,074,850 1,167,496 829,149
               
Cash and cash equivalents at end of period $ 995,470   $ 1,167,496   $ 995,470   $ 1,167,496  


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