SNDK Sandisk Corp.

Delivers Record Second Quarter Revenue, Gross Margin and Net Income

SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, today announced results for the second quarter ended June 29, 2014. Second quarter revenue of $1.63 billion increased 11 percent on a year-over-year basis and increased 8 percent sequentially.

On a GAAP(1) basis, second quarter net income was $274 million, or $1.14 per share, compared to net income of $262 million, or $1.06 per share, in the second quarter of fiscal 2013 and $269 million, or $1.14 per share, in the first quarter of fiscal 2014.

On a non-GAAP(2)(3) basis, second quarter net income was $329 million, or $1.41 per share, compared to net income of $299 million, or $1.22 per share, in the second quarter of fiscal 2013 and net income of $330 million, or $1.44 per share, in the first quarter of fiscal 2014. For reconciliation of non-GAAP to GAAP results, see accompanying financial tables and footnotes.

“We are pleased to deliver record second quarter revenue in both enterprise and client SSDs, as well as retail products,” said Sanjay Mehrotra, president and chief executive officer of SanDisk. “SSD solutions comprised 29 percent of our second quarter revenue, compared to 16 percent in the year ago quarter, demonstrating strong progress in driving our strategic priorities. Our results position us well to deliver another record year in 2014.”

KEY FINANCIAL METRICS

Metric   GAAP(1)   Non-GAAP(2) in millions, except percentages and per share amounts   Q2’14   Q2’13   Q1’14   Q2’14   Q2’13   Q1’14 Revenue   $1,634   $1,476   $1,512   $1,634   $1,476   $1,512 Gross profit   $760   $677   $751   $783   $689   $774 percent of revenue   46%   46%   50%   48%   47%   51% Operating income   $417   $393   $425   $472   $429   $476 percent of revenue   25%   27%   28%   29%   29%   32% EPS(3)   $1.14   $1.06   $1.14   $1.41   $1.22   $1.44

OTHER HIGHLIGHTS

• In June, SanDisk announced the planned acquisition of Fusion-io (NYSE: FIO), a leading developer of flash-based PCIe hardware and software solutions for approximately $1.1 billion, net of cash assumed.
• During the second quarter, SanDisk introduced innovative products in three product categories:
  • Within enterprise SSDs, SanDisk introduced the following new products:
    • Optimus MAX™ SAS SSD, the industry’s first 4-terabyte SAS SSD
    • Lightning Ultra™ Gen. II 12Gb/s SAS high-endurance SSD capable of up to 25 full drive writes per day (DWPD), along with Lightning Ascend™ Gen. II and Lightning Eco™ Gen. II, designed for mixed-use and read-intensive applications
  • In client SSDs, SanDisk Extreme PRO®, a high-performance client SSD with up to 1-terabyte of capacity and the industry’s first 10-year warranty
  • In mobile, iNAND™ Standard™, an embedded flash drive solution for entry-level tablets and smartphones in China and other high-growth markets
• In April, SanDisk announced 15-nanometer 1Z technology, the most advanced NAND flash process node in the world on both two bits-per-cell (X2) and three bits-per-cell (X3) NAND flash memory architectures, with production planned to ramp in the second half of 2014.
• SanDisk announced today its third quarter 2014 dividend of $0.30 per share of common stock, payable on August 25, 2014 to shareholders of record as of the close of business on August 4, 2014.

CONFERENCE CALL

SanDisk’s second quarter of fiscal 2014 conference call is scheduled for 2:00 P.M., Pacific Daylight Time, Wednesday, July 16, 2014. 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 913-312-1514 and the dial-in password is 9530920. 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), 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.

© 2014 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 news release contains certain forward-looking statements, including those regarding our business prospects, market growth, our intended financial and strategic plans, our continued focus on our strategic priorities and our ability to execute on those priorities, our anticipated momentum for a record year in 2014, technology and product introductions and wafer production, 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:

• competitive pricing pressures or product mix changes, resulting in lower average selling prices, lower revenues and reduced gross margins;
• excess or mismatched captive memory output or capacity, resulting in lower average selling prices, financial charges and impairments, lower gross margin or other consequences, or insufficient or mismatched captive memory output or capacity, resulting in lost revenue and growth opportunities;
• 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;
• 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;
• 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;
• our 1Z nanometer process technology, our X2 and X3 NAND memory architectures or our solutions utilizing these new technologies may not be available when we expect; 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 March 30, 2014.

(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, non-cash economic interest expense associated with our convertible debt and related tax adjustments.

(3) Non-GAAP shares include the impact of offsetting shares from the call option related to the 1.5% Sr. Convertible Notes due 2017 and the impact of share-based compensation.

SanDisk Corporation Preliminary Condensed Consolidated Statements of Operations (in thousands, except per share amounts, unaudited)           Three months ended Six months ended June 29, 2014 June 30, 2013 June 29, 2014 June 30, 2013   Revenue $ 1,634,011 $ 1,476,263 $ 3,145,956 $ 2,816,992   Cost of revenue 854,640 789,614 1,595,679 1,588,997 Amortization of acquisition-related intangible assets   19,721     9,830     39,337     19,660   Total cost of revenue 874,361 799,444 1,635,016 1,608,657         Gross profit 759,650 676,819 1,510,940 1,208,335   Operating expenses: Research and development 204,030 172,041 402,859 343,166 Sales and marketing 83,398 63,601 160,370 122,728 General and administrative 54,085 46,877 102,754 91,981 Amortization of acquisition-related intangible assets   1,481     1,742     3,127     4,111   Total operating expenses   342,994     284,261     669,110     561,986     Operating income 416,656 392,558 841,830 646,349   Other income (expense), net   (13,579 )   (9,101 )   (29,214 )   (28,998 )   Income before income taxes 403,077 383,457 812,616 617,351   Provision for income taxes 129,131 121,668 269,722 189,333         Net income $ 273,946   $ 261,789  

 

$ 542,894   $ 428,018     Net income per share: Basic $ 1.21 $ 1.08 $ 2.41 $ 1.77 Diluted $ 1.14 $ 1.06 $ 2.28 $ 1.74   Shares used in computing net income per share: Basic 225,544 241,519 225,694 242,019 Diluted 240,756 245,815 238,463 245,569   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 June 29, 2014 June 30, 2013 June 29, 2014 June 30, 2013   SUMMARY RECONCILIATION OF NET INCOME: GAAP NET INCOME $ 273,946 $ 261,789 $ 542,894 $ 428,018 Share-based compensation (a) 34,449 24,661 64,479 46,395 Amortization of acquisition-related intangible assets (b) 21,202 11,572 42,464 23,771 Convertible debt interest (c) 21,125 16,766 42,089 40,343 Income tax adjustments (d)   (22,023 )   (15,816 )   (33,197 )   (32,658 ) NON-GAAP NET INCOME $ 328,699   $ 298,972   $ 658,729   $ 505,869       GAAP COST OF REVENUE $ 874,361 $ 799,444 $ 1,635,016 $ 1,608,657 Share-based compensation (a) (3,507 ) (2,447 ) (6,117 ) (4,164 ) Amortization of acquisition-related intangible assets (b)   (19,721 )   (9,830 )   (39,337 )   (19,660 ) NON-GAAP COST OF REVENUE $ 851,133   $ 787,167   $ 1,589,562   $ 1,584,833     GAAP GROSS PROFIT $ 759,650 $ 676,819 $ 1,510,940 $ 1,208,335 Share-based compensation (a) 3,507 2,447 6,117 4,164 Amortization of acquisition-related intangible assets (b)   19,721     9,830     39,337     19,660   NON-GAAP GROSS PROFIT $ 782,878   $ 689,096   $ 1,556,394   $ 1,232,159     GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 204,030 $ 172,041 $ 402,859 $ 343,166 Share-based compensation (a)   (17,500 )   (12,704 )   (33,175 )   (24,344 ) NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 186,530   $ 159,337   $ 369,684   $ 318,822     GAAP SALES AND MARKETING EXPENSES $ 83,398 $ 63,601 $ 160,370 $ 122,728 Share-based compensation (a)   (7,204 )   (4,701 )   (13,461 )   (8,572 ) NON-GAAP SALES AND MARKETING EXPENSES $ 76,194   $ 58,900   $ 146,909   $ 114,156     GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 54,085 $ 46,877 $ 102,754 $ 91,981 Share-based compensation (a)   (6,238 )   (4,809 )   (11,726 )   (9,315 ) NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 47,847   $ 42,068   $ 91,028   $ 82,666     GAAP TOTAL OPERATING EXPENSES $ 342,994 $ 284,261 $ 669,110 $ 561,986 Share-based compensation (a) (30,942 ) (22,214 ) (58,362 ) (42,231 ) Amortization of acquisition-related intangible assets (b)   (1,481 )   (1,742 )   (3,127 )   (4,111 ) NON-GAAP TOTAL OPERATING EXPENSES $ 310,571   $ 260,305   $ 607,621   $ 515,644     GAAP OPERATING INCOME $ 416,656 $ 392,558 $ 841,830 $ 646,349 Cost of revenue adjustments (a) (b) 23,228 12,277 45,454 23,824 Operating expense adjustments (a) (b)   32,423     23,956     61,489     46,342   NON-GAAP OPERATING INCOME $ 472,307   $ 428,791   $ 948,773   $ 716,515     GAAP OTHER INCOME (EXPENSE), NET $ (13,579 ) $ (9,101 ) $ (29,214 ) $ (28,998 ) Convertible debt interest (c)   21,125     16,766     42,089     40,343   NON-GAAP OTHER INCOME (EXPENSE), NET $ 7,546   $ 7,665   $ 12,875   $ 11,345     GAAP NET INCOME $ 273,946 $ 261,789 $ 542,894 $ 428,018 Cost of revenue adjustments (a) (b) 23,228 12,277 45,454 23,824 Operating expense adjustments (a) (b) 32,423 23,956 61,489 46,342 Other income (expense) adjustments (c) 21,125 16,766 42,089 40,343 Income tax adjustments (d)   (22,023 )   (15,816 )   (33,197 )   (32,658 ) NON-GAAP NET INCOME $ 328,699   $ 298,972   $ 658,729   $ 505,869     Diluted net income per share: GAAP $ 1.14 $ 1.06 $ 2.28 $ 1.74 Non-GAAP $ 1.41 $ 1.22 $ 2.84 $ 2.06   Shares used in computing diluted net income per share: GAAP 240,756 245,815 238,463 245,569 Non-GAAP (e) 232,808 244,586 231,570 245,300   SanDisk Corporation Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1) (in thousands, unaudited)         Three months ended Six months ended June 29, 2014 June 30, 2013 June 29, 2014 June 30, 2013   SUMMARY RECONCILIATION OF DILUTED SHARES   GAAP 240,756 245,815 238,463 245,569 Adjustments for share-based compensation 336 334 266 198 Offsetting shares from call option (8,284 ) (1,563 ) (7,159 ) (467 ) Non-GAAP (e) 232,808   244,586   231,570   245,300                               (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 and SMART Storage Systems in August 2013, 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. In addition, our non-GAAP diluted shares include the impact of the call option which, when exercised, will offset the issuance of dilutive shares from the 1.5% Sr. Convertible Notes due 2017, while the GAAP diluted shares exclude the anti-dilutive impact of this call option. 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 acquisition-related 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 developed technology, customer relationships and trademarks related to the acquisitions of Pliant Technology, Inc. (May 2011), FlashSoft Corporation (February 2012), Schooner Information Technology, Inc. (June 2012) and SMART Storage Systems (August 2013).   (c) Incremental interest expense relating to the non-cash economic interest expense associated with the 1% Sr. Convertible Notes due 2013, 1.5% Sr. Convertible Notes due 2017, and 0.5% Sr. Convertible Notes due 2020.   (d) 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.   (e) Non-GAAP diluted shares include the impact of offsetting shares from the call option related to the 1.5% Sr. Convertible Notes due 2017 and the impact of share-based compensation.   SanDisk Corporation Preliminary Condensed Consolidated Balance Sheets (in thousands, unaudited)           June 29, 2014 December 29, 2013     ASSETS Current assets: Cash and cash equivalents $ 885,115 $ 986,246 Short-term marketable securities 1,794,356 1,919,611 Accounts receivable, net 759,967 682,809 Inventory 751,683 756,975 Deferred taxes 145,640 138,192 Other current assets   277,951     166,885   Total current assets 4,614,712 4,650,718   Long-term marketable securities 3,569,453 3,179,471 Property and equipment, net 650,223 655,794 Notes receivable and investments in Flash Ventures 1,174,998 1,134,620 Deferred taxes 112,366 134,669 Goodwill 317,930 318,111 Intangible assets, net 194,543 247,904 Other non-current assets   95,474     167,430   Total assets $ 10,729,699   $ 10,488,717     LIABILITIES, CONVERTIBLE SHORT-TERM DEBT CONVERSION OBLIGATION AND EQUITY Current liabilities: Accounts payable trade $ 329,899 $ 282,582 Accounts payable to related parties 151,244 146,964 Convertible short-term debt (1) 850,874 ― Other current accrued liabilities 354,657 509,732 Deferred income on shipments to distributors and retailers and deferred revenue   270,109     291,302   Total current liabilities 1,956,783 1,230,580   Convertible long-term debt 1,177,273 1,985,363 Non-current liabilities   295,737     307,083   Total liabilities   3,429,793     3,523,026     Convertible short-term debt conversion obligation (1) 149,126 ―   Stockholders' equity: Common stock 5,189,183 5,040,242 Retained earnings 1,971,784 2,004,089 Accumulated other comprehensive loss   (7,992 )   (76,459 ) Total stockholders' equity 7,152,975 6,967,872 Non-controlling interests   (2,195 )   (2,181 ) Total equity   7,150,780     6,965,691   Total liabilities, convertible short-term debt conversion obligation and equity $ 10,729,699   $ 10,488,717       (1)   The 1.5% Sr. Convertible Notes due 2017 are convertible through September 30, 2014 as a result of the Company’s common stock price exceeding the trigger price set forth in the indenture for at least 20 trading days during the 30 consecutive trading days ended June 30, 2014. Accordingly, the carrying value of the notes is reported as short-term debt as of June 29, 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 Six months ended June 29, 2014 June 30, 2013 June 29, 2014 June 30, 2013 Cash flows from operating activities: Net income $ 273,946 $ 261,789 $ 542,894 $ 428,018 Adjustments to reconcile net income to net cash provided by operating activities: Deferred taxes 641 12,343 7,592 65,494 Depreciation 61,364 55,195 121,453 108,212 Amortization 72,996 56,095 145,594 121,246 Provision for doubtful accounts 388 1,339 (159 ) 1,142 Share-based compensation expense 34,449 24,661 64,479 46,395 Excess tax benefit from share-based plans (10,552 ) (7,211 ) (28,012 ) (15,661 ) Impairment and other ― (2,343 ) ― (5,516 ) Other non-operating (312 ) (496 ) 708 (360 ) Changes in operating assets and liabilities: Accounts receivable, net (163,687 ) (197,936 ) (76,998 ) (11,210 ) Inventory 48,562 10,731 6,445 27,507 Other assets (55,066 ) 41,729 (519 ) 21,573 Accounts payable trade 49,795 12,472 13,249 15,370 Accounts payable to related parties (9,292 ) (8,886 ) 4,280 (46,787 ) Other liabilities   (62,372 )   131,311     (178,067 )   109,021   Total adjustments   (33,086 )   129,004     80,045     436,426     Net cash provided by operating activities   240,860     390,793     622,939     864,444     Cash flows from investing activities: Purchases of short and long-term marketable securities (1,511,635 ) (846,740 ) (2,778,534 ) (1,997,087 ) Proceeds from sales of short and long-term marketable securities 1,078,061 1,334,305 2,093,666 1,847,659 Proceeds from maturities of short and long-term marketable securities 249,875 213,700 379,495 506,905 Acquisition of property and equipment, net (44,149 ) (71,497 ) (78,666 ) (119,849 ) Investment in Flash Ventures (24,296 ) ― (24,296 ) ― Notes receivable issuances to Flash Ventures (63,607 ) ― (87,959 ) ― Notes receivable proceeds from Flash Ventures 87,952 19,802 112,304 73,388 Purchased technology and other assets (684 ) (3,671 ) (1,553 ) (3,908 ) Acquisitions, net of cash acquired ― ―   2,368     (142 ) Net cash provided by (used in) investing activities   (228,483 )   645,899     (383,175 )   306,966     Cash flows from financing activities: Repayment of debt financing ― (928,061 ) ― (928,061 ) Distribution to non-controlling interests ― ― ― (87 ) Proceeds from employee stock programs 51,682 69,941 103,564 163,016 Excess tax benefit from share-based plans 10,552 7,211 28,012 15,661 Dividends paid (50,838 ) ― (102,398 ) ― Share repurchases (1)   (256,996 )   (280,373 )   (371,448 )   (369,994 ) Net cash used in financing activities   (245,600 )   (1,131,282 )   (342,270 )   (1,119,465 )   Effect of changes in foreign currency exchange rates on cash   1,400     611     1,375     6,716     Net increase (decrease) in cash and cash equivalents (231,823 ) (93,979 ) (101,131 ) 58,661   Cash and cash equivalents at beginning of period 1,116,938 1,148,110 986,246 995,470         Cash and cash equivalents at end of period $ 885,115   $ 1,054,131   $ 885,115   $ 1,054,131     (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.

SanDisk CorporationInvestor Contacts:Jay Iyer, 408-801-2067jay.iyer@sandisk.comBrendan Lahiff, 408-801-1732brendan.lahiff@sandisk.comMedia Contact:Michael Diamond, 408-801-1108michael.diamond@sandisk.com