UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2015
SANDISK CORPORATION
(Exact name of registrant as specified in its charter)
|
| | |
Delaware | 000-26734 | 77-0191793 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
951 SanDisk Drive, Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 801-1000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
Item 2.02 Results of Operations and Financial Condition
On January 21, 2015, SanDisk Corporation (the “Registrant”) issued a press release to report its financial results for its fourth quarter and fiscal year ended December 28, 2014.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. In addition to the preliminary condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the attached press release contains 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 the Registrant’s current financial performance and its prospects for the future. Specifically, the Registrant believes the non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude certain expenses, gains and losses that it believes are not indicative of its core operating results and because they are consistent with the financial models and estimates published by many analysts who follow the Registrant. For example, because the non-GAAP results exclude the expenses the Registrant recorded for share-based compensation, amortization of acquisition-related intangible assets related to acquisitions of Pliant Technology, Inc. in May 2011, 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, non-cash economic interest expense associated with the Registrant’s convertible debt, non-cash change in fair value of the liability component of the convertible debt due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017 and related tax adjustments, the Registrant believes the inclusion of non-GAAP financial measures provides consistency in its financial reporting. In addition, the Registrant’s non-GAAP diluted shares include the impact of the Registrant’s call options which, when exercised, will offset the issuance of dilutive shares from the Registrant’s 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, while the Registrant’s 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 the Registrant’s performance, allocating resources, and planning and forecasting future periods. Further, management uses non-GAAP information that excludes certain non-cash charges, such as share-based compensation, amortization of acquisition-related intangible assets, inventory step-up expense, non-cash economic interest expense associated with the convertible debt, non-cash change in fair value of the liability component of the convertible debt due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017 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.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this or such filing. The information in this report, including the exhibit hereto, shall be deemed to be “furnished” and therefore shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| |
Exhibit Number | Description of Document |
99.1 | Press release of SanDisk Corporation dated January 21, 2015 to report its financial results for its fourth quarter and fiscal year ended December 28, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | |
| | SANDISK CORPORATION |
| | | |
Date: | January 21, 2015 | By: | /s/ Judy Bruner |
| | | Judy Bruner |
| | | Executive Vice President, Administration and
Chief Financial Officer
(Principal Financial Officer) |
EXHIBIT INDEX
|
| |
Exhibit Number | Description of Document |
99.1 | Press release of SanDisk Corporation dated January 21, 2015 to report its financial results for its fourth quarter and fiscal year ended December 28, 2014. |
EXHIBIT 99.1
NEWS RELEASE
SanDisk Corporation
951 SanDisk Drive
Milpitas, CA 95035-7932
Phone: 408-801-1000
SanDisk Announces Fourth Quarter and Fiscal 2014 Results
MILPITAS, Calif., Jan 21, 2015 - SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, today announced results for the fourth quarter and fiscal year ended December 28, 2014. Fourth quarter revenue of $1.74 billion was slightly higher on a year-over-year basis and decreased 1 percent sequentially. Total revenue for fiscal 2014 was a record $6.63 billion, a 7 percent increase from $6.17 billion in fiscal 2013.
On a GAAP(1) basis, fourth quarter net income was $202 million, or $0.86 per share, compared to net income of $338 million, or $1.45 per share, in the fourth quarter of fiscal 2013 and $263 million, or $1.09 per share, in the third quarter of fiscal 2014. Net income for fiscal 2014 was $1.01 billion, or $4.23 per share, compared to $1.04 billion, or $4.34 per share, in fiscal 2013.
On a non-GAAP(2)(3) basis, fourth quarter net income was $294 million, or $1.30 per share, compared to net income of $390 million, or $1.71 per share, in the fourth quarter of fiscal 2013 and net income of $336 million, or $1.45 per share, in the third quarter of fiscal 2014. Net income for fiscal 2014 was $1.29 billion, or $5.60 per share, compared to $1.27 billion, or $5.31 per share, in fiscal 2013. For a reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.
“We delivered record revenue in 2014 with continued progress in shifting our portfolio towards high value solutions,” said Sanjay Mehrotra, president and chief executive officer of SanDisk. “Our SSD solutions reached 29 percent of revenue in 2014, with strong growth from both client and enterprise SSDs. We are disappointed with our fourth quarter results, which were impacted primarily by supply constraints. We believe that NAND flash industry fundamentals are healthy, and we expect our financial results to improve as we move through 2015.”
FOURTH QUARTER KEY FINANCIAL METRICS
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| | | | | | | | | | | | | |
Metrics | GAAP (1) | | Non-GAAP (2) |
(in millions, except percentages and per share amounts) | Q4’14 | Q4’13 | Q3’14 | | Q4’14 | Q4’13 | Q3’14 |
Revenue | $1,735 | $1,728 | $1,746 | | $1,735 | $1,728 | $1,746 |
Gross profit | $740 | $857 | $817 | | $780 | $880 | $855 |
percent of revenue | 43 | % | 50 | % | 47 | % | | 45 | % | 51 | % | 49 | % |
Operating income | $328 | $507 | $388 | | $419 | $556 | $481 |
percent of revenue | 19 | % | 29 | % | 22 | % | | 24 | % | 32 | % | 28 | % |
EPS (3) | $0.86 | $1.45 | $1.09 | | $1.30 | $1.71 | $1.45 |
FISCAL 2014 KEY FINANCIAL METRICS
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| | | | | | | | | |
Metrics | GAAP (1) | | Non-GAAP (2) |
(in millions, except percentages and per share amounts) | FY’14 | FY’13 | | FY’14 | FY’13 |
Revenue | $6,628 | $6,170 | | $6,628 | $6,170 |
Gross profit | $3,068 | $2,867 | | $3,191 | $2,927 |
percent of revenue | 46 | % | 46 | % | | 48 | % | 47 | % |
Operating income | $1,558 | $1,562 | | $1,848 | $1,806 |
percent of revenue | 24 | % | 25 | % | | 28 | % | 29 | % |
EPS (3) | $4.23 | $4.34 | | $5.60 | $5.31 |
OTHER HIGHLIGHTS
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• | SanDisk announced today that its Board of Directors has authorized a $2.5 billion increase in the company’s existing share repurchase program. With the additional authorization, the company has approximately $3.0 billion remaining available for stock repurchases under the program. |
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• | SanDisk announced today a first quarter 2015 dividend of $0.30 per share of common stock, payable on March 23, 2015 to shareholders of record as of the close of business on March 2, 2015. |
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• | SanDisk celebrated the receipt of its 5,000th patent and was named a Thomson Reuters 2014 Top 100 Global Innovator for the fourth consecutive year. |
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• | SanDisk introduced the iXpand™ Flash Drive, the company’s first USB Flash Drive designed specifically for iPhone and iPad, allowing quick photo and video transfers from an iPhone or iPad to a Mac or PC. |
CONFERENCE CALL
SanDisk’s fourth quarter of fiscal 2014 conference call is scheduled for 2:00 P.M., Pacific Standard Time, Wednesday, January 21, 2015. 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 785-830-7989 and the password is 9225981. Participants are encouraged to dial in at least 10 minutes before the call commences. 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 SanDisk’s website prior to the conference call.
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.
© 2015 SanDisk Corporation. All rights reserved. SanDisk is a trademark of SanDisk Corporation, registered in the United States and other countries. iXpand is a trademark of SanDisk Corporation. iPhone, iPad and Mac are trademarks of Apple Inc., registered in the US and other countries.
This news release contains certain forward-looking statements, including those regarding our business prospects, continued favorable portfolio mix shift, market growth, industry supply-demand environment, product introductions, our intended financial plans and our performance for 2015, 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:
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• | competitive pricing pressures or product mix changes, resulting in lower average selling prices, lower revenues and reduced gross margins; |
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• | insufficient or mismatched captive memory output, capacity, or inventory, resulting in lost revenue and growth opportunities, or excess or mismatched captive memory output or capacity, resulting in lower average selling prices, financial charges and impairments, lower gross margin or other consequences; |
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• | weakness in demand in one or more of our product categories, such as embedded products or SSDs, or adverse changes in our product or customer mix; |
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• | potential delays in product development or lack of customer acceptance and qualification of our solutions, including on new technology nodes, particularly OEM products such as our embedded flash storage and SSD solutions; |
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• | inability to develop, or unexpected difficulties or delays in developing or ramping with acceptable yields, new technologies or the failure of new technologies to effectively compete with those of our competitors; |
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• | our 1Z-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; |
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• | delays in the successful integration of Fusion-io or our inability to achieve the expected benefits from the acquisition in a timely manner, or at all; and |
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• | 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 September 28, 2014. |
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(1) | GAAP represents U.S. Generally Accepted Accounting Principles. |
| |
(2) | Non-GAAP represents GAAP excluding the impact of share-based compensation, amortization of acquisition-related intangible assets, inventory step-up expense, non-cash economic interest expense associated with our convertible debt, non-cash change in fair value of the liability component of the convertible debt 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) | Non-GAAP shares include the impact of offsetting shares from the call options related to the 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, and the impact of share-based compensation. |
Investor Contacts:
Jay Iyer
408-801-2067
jay.iyer@sandisk.com
Brendan Lahiff
408-801-1732
brendan.lahiff@sandisk.com
or
Media Contact:
Michael Diamond
408-801-1108
michael.diamond@sandisk.com
# # # # #
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|
SanDisk Corporation |
Preliminary Condensed Consolidated Statements of Operations |
(in thousands, except per share amounts, unaudited) |
|
| | | | | | | | | | | | | | | |
| Three months ended | | Twelve months ended |
| December 28, 2014 | | December 29, 2013 | | December 28, 2014 | | December 29, 2013 |
Revenue | $ | 1,735,254 |
| | $ | 1,727,858 |
| | $ | 6,627,701 |
| | $ | 6,170,003 |
|
| | | | | | | |
Cost of revenue | 962,445 |
| | 851,087 |
| | 3,458,954 |
| | 3,252,988 |
|
Amortization of acquisition-related intangible assets | 33,039 |
| | 19,616 |
| | 100,899 |
| | 49,532 |
|
Total cost of revenue | 995,484 |
| | 870,703 |
| | 3,559,853 |
| | 3,302,520 |
|
Gross profit | 739,770 |
| | 857,155 |
| | 3,067,848 |
| | 2,867,483 |
|
Operating expenses: | | | | | | | |
Research and development | 226,142 |
| | 215,281 |
| | 852,310 |
| | 742,268 |
|
Sales and marketing | 111,526 |
| | 81,347 |
| | 383,288 |
| | 276,312 |
|
General and administrative | 52,104 |
| | 51,158 |
| | 214,902 |
| | 192,310 |
|
Amortization of acquisition-related intangible assets | 13,681 |
| | 1,956 |
| | 26,423 |
| | 11,155 |
|
Impairment of acquisition-related intangible assets | — |
| | — |
| | — |
| | 83,228 |
|
Restructuring and other | 8,007 |
| | — |
| | 32,991 |
| | — |
|
Total operating expenses | 411,460 |
| | 349,742 |
| | 1,509,914 |
| | 1,305,273 |
|
Operating income | 328,310 |
| | 507,413 |
| | 1,557,934 |
| | 1,562,210 |
|
Other income (expense), net | (24,815 | ) | | (12,171 | ) | | (68,904 | ) | | (46,061 | ) |
Income before income taxes | 303,495 |
| | 495,242 |
| | 1,489,030 |
| | 1,516,149 |
|
Provision for income taxes | 101,604 |
| | 157,462 |
| | 481,584 |
| | 473,492 |
|
Net income | $ | 201,891 |
| | $ | 337,780 |
| | $ | 1,007,446 |
| | $ | 1,042,657 |
|
Net income per share: | | | | | | | |
Basic | $ | 0.93 |
| | $ | 1.50 |
| | $ | 4.52 |
| | $ | 4.44 |
|
Diluted | $ | 0.86 |
| | $ | 1.45 |
| | $ | 4.23 |
| | $ | 4.34 |
|
Shares used in computing net income per share: | | | | | | | |
Basic | 217,264 |
| | 225,252 |
| | 222,714 |
| | 234,886 |
|
Diluted | 234,794 |
| | 232,812 |
| | 238,209 |
| | 240,236 |
|
|
|
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 28, 2014 | | December 29, 2013 | | December 28, 2014 | | December 29, 2013 |
SUMMARY RECONCILIATION OF NET INCOME: | | | | | | | |
| | | | | | | |
GAAP NET INCOME | $ | 201,891 |
| | $ | 337,780 |
| | $ | 1,007,446 |
| | $ | 1,042,657 |
|
Share-based compensation (a) | 40,639 |
| | 27,431 |
| | 155,313 |
| | 99,756 |
|
Amortization of acquisition-related intangible assets (b) | 46,720 |
| | 21,572 |
| | 127,322 |
| | 60,687 |
|
Inventory step-up expense (c) | 2,931 |
| | — |
| | 7,834 |
| | — |
|
Impairment of acquisition-related intangible assets (d) | — |
| | — |
| | — |
| | 83,228 |
|
Convertible debt interest (e) | 22,152 |
| | 17,402 |
| | 85,734 |
| | 67,604 |
|
Income tax adjustments (f) | (20,388 | ) | | (13,840 | ) | | (95,474 | ) | | (86,971 | ) |
NON-GAAP NET INCOME | $ | 293,945 |
| | $ | 390,345 |
| | $ | 1,288,175 |
| | $ | 1,266,961 |
|
| | | | | | | |
GAAP COST OF REVENUE | $ | 995,484 |
| | $ | 870,703 |
| | $ | 3,559,853 |
| | $ | 3,302,520 |
|
Share-based compensation (a) | (4,601 | ) | | (2,940 | ) | | (14,719 | ) | | (9,820 | ) |
Amortization of acquisition-related intangible assets (b) | (33,039 | ) | | (19,616 | ) | | (100,899 | ) | | (49,532 | ) |
Inventory step-up expense (c) | (2,931 | ) | | — |
| | (7,834 | ) | | — |
|
NON-GAAP COST OF REVENUE | $ | 954,913 |
| | $ | 848,147 |
| | $ | 3,436,401 |
| | $ | 3,243,168 |
|
| | | | | | | |
GAAP GROSS PROFIT | $ | 739,770 |
| | $ | 857,155 |
| | $ | 3,067,848 |
| | $ | 2,867,483 |
|
Share-based compensation (a) | 4,601 |
| | 2,940 |
| | 14,719 |
| | 9,820 |
|
Amortization of acquisition-related intangible assets (b) | 33,039 |
| | 19,616 |
| | 100,899 |
| | 49,532 |
|
Inventory step-up expense (c) | 2,931 |
| | — |
| | 7,834 |
| | — |
|
NON-GAAP GROSS PROFIT | $ | 780,341 |
| | $ | 879,711 |
| | $ | 3,191,300 |
| | $ | 2,926,835 |
|
| | | | | | | |
GAAP RESEARCH AND DEVELOPMENT EXPENSES | $ | 226,142 |
| | $ | 215,281 |
| | $ | 852,310 |
| | $ | 742,268 |
|
Share-based compensation (a) | (20,198 | ) | | (14,035 | ) | | (74,842 | ) | | (51,521 | ) |
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES | $ | 205,944 |
| | $ | 201,246 |
| | $ | 777,468 |
| | $ | 690,747 |
|
| | | | | | | |
GAAP SALES AND MARKETING EXPENSES | $ | 111,526 |
| | $ | 81,347 |
| | $ | 383,288 |
| | $ | 276,312 |
|
Share-based compensation (a) | (8,953 | ) | | (5,380 | ) | | (36,214 | ) | | (19,193 | ) |
NON-GAAP SALES AND MARKETING EXPENSES | $ | 102,573 |
| | $ | 75,967 |
| | $ | 347,074 |
| | $ | 257,119 |
|
| | | | | | | |
GAAP GENERAL AND ADMINISTRATIVE EXPENSES | $ | 52,104 |
| | $ | 51,158 |
| | $ | 214,902 |
| | $ | 192,310 |
|
Share-based compensation (a) | (6,887 | ) | | (5,076 | ) | | (29,538 | ) | | (19,222 | ) |
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES | $ | 45,217 |
| | $ | 46,082 |
| | $ | 185,364 |
| | $ | 173,088 |
|
| | | | | | |
|
|
GAAP TOTAL OPERATING EXPENSES | $ | 411,460 |
| | $ | 349,742 |
| | $ | 1,509,914 |
| | $ | 1,305,273 |
|
Share-based compensation (a) | (36,038 | ) | | (24,491 | ) | | (140,594 | ) | | (89,936 | ) |
Amortization of acquisition-related intangible assets (b) | (13,681 | ) | | (1,956 | ) | | (26,423 | ) | | (11,155 | ) |
Impairment of acquisition-related intangible assets (d) | — |
| | — |
| | — |
| | (83,228 | ) |
NON-GAAP TOTAL OPERATING EXPENSES | $ | 361,741 |
| | $ | 323,295 |
| | $ | 1,342,897 |
| | $ | 1,120,954 |
|
| | | | | | | |
GAAP OPERATING INCOME | $ | 328,310 |
| | $ | 507,413 |
| | $ | 1,557,934 |
| | $ | 1,562,210 |
|
Cost of revenue adjustments (a) (b) (c) | 40,571 |
| | 22,556 |
| | 123,452 |
| | 59,352 |
|
Operating expense adjustments (a) (b) (d) | 49,719 |
| | 26,447 |
| | 167,017 |
| | 184,319 |
|
NON-GAAP OPERATING INCOME | $ | 418,600 |
| | $ | 556,416 |
| | $ | 1,848,403 |
| | $ | 1,805,881 |
|
| | | | | | | |
GAAP OTHER INCOME (EXPENSE), NET | $ | (24,815 | ) | | $ | (12,171 | ) | | $ | (68,904 | ) | | $ | (46,061 | ) |
Convertible debt interest (e) | 22,152 |
| | 17,402 |
| | 85,734 |
| | 67,604 |
|
NON-GAAP OTHER INCOME (EXPENSE), NET | $ | (2,663 | ) | | $ | 5,231 |
| | $ | 16,830 |
| | $ | 21,543 |
|
| | | | | | | |
GAAP NET INCOME | $ | 201,891 |
| | $ | 337,780 |
| | $ | 1,007,446 |
| | $ | 1,042,657 |
|
Cost of revenue adjustments (a) (b) (c) | 40,571 |
| | 22,556 |
| | 123,452 |
| | 59,352 |
|
Operating expense adjustments (a) (b) (d) | 49,719 |
| | 26,447 |
| | 167,017 |
| | 184,319 |
|
Other income (expense) adjustments (e) | 22,152 |
| | 17,402 |
| | 85,734 |
| | 67,604 |
|
Income tax adjustments (f) | (20,388 | ) | | (13,840 | ) | | (95,474 | ) | | (86,971 | ) |
NON-GAAP NET INCOME | $ | 293,945 |
| | $ | 390,345 |
| | $ | 1,288,175 |
| | $ | 1,266,961 |
|
| | | | | | | |
Diluted net income per share: | | | | | | | |
GAAP | $ | 0.86 |
| | $ | 1.45 |
| | $ | 4.23 |
| | $ | 4.34 |
|
Non-GAAP | $ | 1.30 |
| | $ | 1.71 |
| | $ | 5.60 |
| | $ | 5.31 |
|
| | | | | | | |
Shares used in computing diluted net income per share: | | | | | | | |
GAAP | 234,794 |
| | 232,812 |
| | 238,209 |
| | 240,236 |
|
Non-GAAP (g) | 225,482 |
| | 228,829 |
| | 230,194 |
| | 238,419 |
|
|
|
SanDisk Corporation |
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1) |
(in thousands, unaudited) |
|
| | | | | | | | | | | |
| Three months ended | | Twelve months ended |
| December 28, 2014 | | December 29, 2013 | | December 28, 2014 | | December 29, 2013 |
SUMMARY RECONCILIATION OF DILUTED SHARES: | | | | | | | |
| | | | | | | |
GAAP | 234,794 |
| | 232,812 |
| | 238,209 |
| | 240,236 |
|
Adjustments for share-based compensation | 260 |
| | 358 |
| | 246 |
| | 271 |
|
Offsetting shares from call options | (9,572 | ) | | (4,341 | ) | | (8,261 | ) | | (2,088 | ) |
Non-GAAP (g) | 225,482 |
| | 228,829 |
| | 230,194 |
| | 238,419 |
|
| |
(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 Pliant Technology, Inc. in May 2011, 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, non-cash economic interest expense associated with the convertible debt, non-cash change in fair value of the liability component of the convertible debt due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017 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 include the impact of the call options which, when exercised, will offset the issuance of dilutive shares from the 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, while the 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 non-cash charges, such as share-based compensation, amortization of acquisition-related intangible assets, inventory step-up expense, non-cash economic interest expense associated with the convertible debt, non-cash change in fair value of the liability component of the convertible debt due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017 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. |
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(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 Pliant Technology, Inc., FlashSoft Corporation, Schooner Information Technology, Inc., SMART Storage Systems and Fusion-io, Inc. |
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(c) | Inventory step-up expense related to the acquisition of Fusion-io, Inc. |
| |
(d) | Impairment of acquisition-related intangible assets and in-process research and development related to the acquisitions of Schooner Information Technology, Inc. and Pliant Technology, Inc. |
| |
(e) | Incremental interest expense related to the non-cash economic interest expense associated with the 1% Convertible Senior Notes due 2013, 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, and the non-cash change in fair value of the liability component of the convertible debt due to the conversion of a portion of the 1.5% Convertible Senior Notes due 2017. |
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(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 our non-GAAP tax rate but not in our forecasted GAAP tax rate. |
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(g) | Non-GAAP diluted shares include the impact of offsetting shares from the call options related to the 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, and the impact of share-based compensation. |
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|
SanDisk Corporation |
Preliminary Condensed Consolidated Balance Sheets |
(in thousands, unaudited) |
|
| | | | | | | |
| December 28, 2014 | | December 29, 2013 |
ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 809,003 |
| | $ | 986,246 |
|
Short-term marketable securities | 1,455,509 |
| | 1,919,611 |
|
Accounts receivable, net | 842,476 |
| | 682,809 |
|
Inventory | 698,011 |
| | 756,975 |
|
Deferred taxes | 180,134 |
| | 138,192 |
|
Other current assets | 214,992 |
| | 166,885 |
|
Total current assets | 4,200,125 |
| | 4,650,718 |
|
Long-term marketable securities | 2,758,475 |
| | 3,179,471 |
|
Property and equipment, net | 724,357 |
| | 655,794 |
|
Notes receivable and investments in Flash Ventures | 962,817 |
| | 1,134,620 |
|
Deferred taxes | 161,827 |
| | 134,669 |
|
Goodwill | 831,328 |
| | 318,111 |
|
Intangible assets, net | 542,351 |
| | 247,904 |
|
Other non-current assets | 108,677 |
| | 167,430 |
|
Total assets | $ | 10,289,957 |
| | $ | 10,488,717 |
|
| | | |
LIABILITIES, CONVERTIBLE SHORT-TERM DEBT CONVERSION OBLIGATION AND EQUITY |
Current liabilities: | | | |
Accounts payable trade | $ | 404,237 |
| | $ | 282,582 |
|
Accounts payable to related parties | 136,051 |
| | 146,964 |
|
Convertible short-term debt (1) | 869,645 |
| | — |
|
Other current accrued liabilities | 506,293 |
| | 509,732 |
|
Deferred income on shipments to distributors and retailers and deferred revenue | 274,657 |
| | 291,302 |
|
Total current liabilities | 2,190,883 |
| | 1,230,580 |
|
Convertible long-term debt | 1,199,696 |
| | 1,985,363 |
|
Non-current liabilities | 245,554 |
| | 307,083 |
|
Total liabilities | 3,636,133 |
| | 3,523,026 |
|
| | | |
Convertible short-term debt conversion obligation (1) | 127,143 |
| | — |
|
| | | |
Stockholders’ equity: | | | |
Common stock | 5,236,982 |
| | 5,040,242 |
|
Retained earnings | 1,499,149 |
| | 2,004,089 |
|
Accumulated other comprehensive loss | (208,072 | ) | | (76,459 | ) |
Total stockholders’ equity | 6,528,059 |
| | 6,967,872 |
|
Non-controlling interests | (1,378 | ) | | (2,181 | ) |
Total equity | 6,526,681 |
| | 6,965,691 |
|
Total liabilities, convertible short-term debt conversion obligation and equity | $ | 10,289,957 |
| | $ | 10,488,717 |
|
| |
(1) | The 1.5% Convertible Senior Notes due 2017 are convertible through March 31, 2015 as a result of the Company’s common stock price exceeding the trigger price set forth in the indenture. Accordingly, the carrying value of the notes is reported as short-term debt as of December 28, 2014 and will remain so while the notes are convertible. The Convertible short-term debt conversion obligation represents the difference between the carrying value of the convertible debt and the principal amount due in cash upon conversion. |
|
|
SanDisk Corporation |
Preliminary Condensed Consolidated Statements of Cash Flows |
(in thousands, unaudited) |
|
| | | | | | | | | | | | | | | |
| Three months ended | | Twelve months ended |
| December 28, 2014 | | December 29, 2013 | | December 28, 2014 | | December 29, 2013 |
Cash flows from operating activities: | | | | | | | |
Net income | $ | 201,891 |
| | $ | 337,780 |
| | $ | 1,007,446 |
| | $ | 1,042,657 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
Deferred taxes | (14,699 | ) | | (52,727 | ) | | (7,915 | ) | | 527 |
|
Depreciation | 66,620 |
| | 60,472 |
| | 254,271 |
| | 226,334 |
|
Amortization | 93,244 |
| | 65,775 |
| | 324,231 |
| | 237,731 |
|
Provision for doubtful accounts | 180 |
| | 1,669 |
| | 857 |
| | 2,167 |
|
Share‑based compensation expense | 40,639 |
| | 27,431 |
| | 155,313 |
| | 99,756 |
|
Excess tax benefit from share-based plans | (6,143 | ) | | (7,299 | ) | | (44,919 | ) | | (27,198 | ) |
Impairment and other | 6,270 |
| | (697 | ) | | 6,790 |
| | 75,561 |
|
Other non-operating | 293 |
| | (1,566 | ) | | 636 |
| | (792 | ) |
Changes in operating assets and liabilities: | | | | | | | |
Accounts receivable, net | 27,391 |
| | 624 |
| | (118,606 | ) | | (51,125 | ) |
Inventory | 83,886 |
| | 19,214 |
| | 136,442 |
| | 23,310 |
|
Other assets | 27,357 |
| | 170,806 |
| | 37,738 |
| | 147,713 |
|
Accounts payable trade | (24,738 | ) | | (65,817 | ) | | 37,380 |
| | 16,377 |
|
Accounts payable to related parties | 1,234 |
| | (16,867 | ) | | (10,913 | ) | | (67,842 | ) |
Other liabilities | (15,612 | ) | | 78,017 |
| | (80,303 | ) | | 138,496 |
|
Total adjustments | 285,922 |
| | 279,035 |
| | 691,002 |
| | 821,015 |
|
Net cash provided by operating activities | 487,813 |
| | 616,815 |
| | 1,698,448 |
| | 1,863,672 |
|
Cash flows from investing activities: | | | | | | | |
Purchases of short and long-term marketable securities | (730,244 | ) | | (2,421,041 | ) | | (4,106,494 | ) | | (4,925,520 | ) |
Proceeds from sales of short and long-term marketable securities | 493,294 |
| | 576,178 |
| | 4,114,712 |
| | 3,701,528 |
|
Proceeds from maturities of short and long-term marketable securities | 208,992 |
| | 117,300 |
| | 772,882 |
| | 751,900 |
|
Acquisition of property and equipment, net | (67,145 | ) | | (42,700 | ) | | (232,786 | ) | | (213,415 | ) |
Investment in Flash Ventures | — |
| | (12,342 | ) | | (24,296 | ) | | (12,342 | ) |
Notes receivable issuances to Flash Ventures | (49,789 | ) | | (37,099 | ) | | (181,481 | ) | | (37,099 | ) |
Notes receivable proceeds from Flash Ventures | 104,654 |
| | 51,377 |
| | 231,409 |
| | 124,765 |
|
Purchased technology and other assets | (20,248 | ) | | 884 |
| | (24,837 | ) | | (8,377 | ) |
Acquisitions, net of cash acquired | — |
| | — |
| | (1,063,798 | ) | | (304,320 | ) |
Net cash used in investing activities | (60,486 | ) | | (1,767,443 | ) | | (514,689 | ) | | (922,880 | ) |
Cash flows from financing activities: | | | | | | | |
Proceeds from issuance of convertible senior notes, net of issuance costs | — |
| | 1,483,125 |
| | — |
| | 1,483,125 |
|
Purchase of convertible bond hedge | — |
| | (331,650 | ) | | — |
| | (331,650 | ) |
Proceeds from sale of warrants | — |
| | 217,800 |
| | — |
| | 217,800 |
|
Repayment of debt financing | (3,212 | ) | | — |
| | (3,212 | ) | | (928,061 | ) |
Distribution to non-controlling interests | — |
| | — |
| | — |
| | (87 | ) |
Proceeds from employee stock programs | 22,442 |
| | 59,992 |
| | 181,486 |
| | 266,044 |
|
Excess tax benefit from share-based plans | 6,143 |
| | 7,299 |
| | 44,919 |
| | 27,198 |
|
Dividends paid | (65,122 | ) | | (50,553 | ) | | (234,565 | ) | | (101,191 | ) |
Share repurchases (1) | (503,406 | ) | | (150,000 | ) | | (1,341,476 | ) | | (1,589,539 | ) |
Net cash provided by (used in) financing activities | (543,155 | ) | | 1,236,013 |
| | (1,352,848 | ) | | (956,361 | ) |
Effect of changes in foreign currency exchange rates on cash | (6,004 | ) | | (1,904 | ) | | (8,154 | ) | | 6,345 |
|
Net increase (decrease) in cash and cash equivalents | (121,832 | ) | | 83,481 |
| | (177,243 | ) | | (9,224 | ) |
Cash and cash equivalents at beginning of period | 930,835 |
| | 902,765 |
| | 986,246 |
| | 995,470 |
|
Cash and cash equivalents at end of period | $ | 809,003 |
| | $ | 986,246 |
| | $ | 809,003 |
| | $ | 986,246 |
|
| |
(1) | Share repurchases include cash used to repurchase common stock and cash used to settle employee tax withholding obligations due upon the vesting of restricted stock units. |
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