[October 16, 2014] |
|
SanDisk Announces Third Quarter 2014 Results
MILPITAS, Calif. --(Business Wire)--
SanDisk
Corporation (NASDAQ: SNDK),
a global leader in flash storage solutions, today announced results for
the third quarter ended September 28, 2014. Third quarter revenue of
$1.75 billion increased 7 percent on a year-over-year basis and
increased 7 percent sequentially.
On a GAAP(1) basis, third quarter net income was
$263 million, or $1.09 per share, compared to net income of
$277 million, or $1.18 per share, in the third quarter of fiscal 2013
and $274 million, or $1.14 per share, in the second quarter of fiscal
2014.
On a non-GAAP(2)(3) basis, third quarter net income was
$336 million, or $1.45 per share, compared to net income of
$371 million, or $1.59 per share, in the third quarter of fiscal 2013
and net income of $329 million, or $1.41 per share, in the second
quarter of fiscal 2014. For reconciliation of non-GAAP to GAAP results,
see accompanying financial tables and footnotes.
"Third quarter results reflect the strength of our diversified product
portfolio, broad customer engagements and solid execution," said Sanjay
Mehrotra, president and chief executive officer. "Demand for NAND flash
continues to be strong across mobile, client and enterprise, where
SanDisk's innovations are creating significant opportunities. As we
focus on closing a record 2014, we also look forward to building upon
our success in 2015."
KEY FINANCIAL METRICS
Metrics
|
|
GAAP(1)
|
|
Non-GAAP(2)
|
(in millions, except percentages and per share amounts)
|
|
Q3'14
|
|
Q3'13
|
|
Q2'14
|
|
Q3'14
|
|
Q3'13
|
|
Q2'14
|
Revenue
|
|
$1,746
|
|
$1,625
|
|
$1,634
|
|
$1,746
|
|
$1,625
|
|
$1,634
|
Gross profit
|
|
$817
|
|
$802
|
|
$760
|
|
$855
|
|
$815
|
|
$783
|
percent of revenue
|
|
47%
|
|
49%
|
|
46%
|
|
49%
|
|
50%
|
|
48%
|
Operating income
|
|
$388
|
|
$408
|
|
$417
|
|
$481
|
|
$533
|
|
$472
|
percent of revenue
|
|
22%
|
|
25%
|
|
25%
|
|
28%
|
|
33%
|
|
29%
|
EPS(3)
|
|
$1.09
|
|
$1.18
|
|
$1.14
|
|
$1.45
|
|
$1.59
|
|
$1.41
|
OTHER HIGHLIGHTS
-
SanDisk completed the acquisition of Fusion-io, a leading developer of
flash-based PCIe hardware and software solutions, for approximately
$1.1 billion, net of cash assumed.
-
SanDisk commemorated the opening of Phase 2 of Fab 5 and began
construction of the New Fab 2 in Yokkaichi, Japan.
-
SanDisk announced design wins for its high-performance, low-latency
ULLtraDIMM™ SSDs with Super Micro Computer and Huawei.
-
SanDisk introduced innovative products in several product categories:
-
In enterprise solutions, Dell launched SanDisk DAS Cache
server-side caching software, allowing customers to benefit from
SSDs, while maintaining data on direct-attached, disk-based
storage.
-
In client solutions, SanDisk launched the SanDisk Ultra®
II SSD, utilizing X3 technology to deliver a high-performance,
cost-effective storage upgrade for PCs.
-
SanDisk launched the industry's highest-capacity SD™ card with the
512GB SanDisk Extreme PRO® SDXC™ UHS-I card and the
industry's fastest microSD™ UHS-I card with the 64GB SanDisk
Extreme PRO microSDXC™ UHS-I card, both enabling 4K Ultra HD video
capture.
-
SanDisk announced today a fourth quarter 2014 dividend of $0.30 per
share of common stock, payable on November 24, 2014 to shareholders of
record as of the close of business on November 3, 2014.
CONFERENCE CALL
SanDisk's third quarter of fiscal 2014 conference call is scheduled for
2:00 P.M., Pacific Daylight Time, Thursday, October 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
719-325-4758 and the dial-in password is 9292176. 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.
© 2014 SanDisk Corporation. All rights reserved. SanDisk, SanDisk Ultra
and SanDisk Extreme PRO are trademarks of SanDisk Corporation,
registered in the United States and other countries. ULLtraDIMM is a
trademark of SanDisk Enterprise IP LLC. The SD, microSD, microSDXC and
SDXC marks are trademarks of SD-3C, LLC.
This news release contains certain forward-looking statements, including
those regarding our business prospects and opportunities, market growth,
demand for our products, our innovations, and our performance for the
remainder of 2014 and in 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:
-
competitive pricing pressures or product mix changes, resulting in
lower average selling prices, lower revenues and reduced gross margins;
-
insufficient or mismatched captive memory output, capacity, or
inventory, 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;
-
excess or mismatched captive memory output or capacity, resulting in
lower average selling prices, financial charges and impairments, lower
gross margin or other consequences;
-
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 June 29, 2014.
(1) GAAP represents U.S. Generally Accepted Accounting
Principles.
(2) Non-GAAP represents GAAP excluding the impact of
share-based compensation, inventory step-up expense, 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 options related to the 1.5% Sr. Convertible Notes due 2017
and 0.5% Sr. Convertible Notes due 2020, 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
|
|
Nine months ended
|
|
|
September 28, 2014
|
|
September 29, 2013
|
|
September 28, 2014
|
|
September 29, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
1,746,491
|
|
|
$
|
1,625,153
|
|
|
$
|
4,892,447
|
|
|
$
|
4,442,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
900,830
|
|
|
|
812,904
|
|
|
|
2,496,509
|
|
|
|
2,401,901
|
|
Amortization of acquisition-related intangible assets
|
|
|
28,523
|
|
|
|
10,256
|
|
|
|
67,860
|
|
|
|
29,916
|
|
Total cost of revenue
|
|
|
929,353
|
|
|
|
823,160
|
|
|
|
2,564,369
|
|
|
|
2,431,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
817,138
|
|
|
|
801,993
|
|
|
|
2,328,078
|
|
|
|
2,010,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
223,309
|
|
|
|
183,821
|
|
|
|
626,168
|
|
|
|
526,987
|
|
Sales and marketing
|
|
|
111,392
|
|
|
|
72,237
|
|
|
|
271,762
|
|
|
|
194,965
|
|
General and administrative
|
|
|
60,044
|
|
|
|
49,171
|
|
|
|
162,798
|
|
|
|
141,152
|
|
Amortization of acquisition-related intangible assets
|
|
|
9,615
|
|
|
|
5,088
|
|
|
|
12,742
|
|
|
|
9,199
|
|
Impairment of acquisition-related intangible assets
|
|
?
|
|
|
|
83,228
|
|
|
?
|
|
|
|
83,228
|
|
Restructuring and other
|
|
|
24,984
|
|
|
?
|
|
|
|
24,984
|
|
|
?
|
|
Total operating expenses
|
|
|
429,344
|
|
|
|
393,545
|
|
|
|
1,098,454
|
|
|
|
955,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
387,794
|
|
|
|
408,448
|
|
|
|
1,229,624
|
|
|
|
1,054,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
|
(14,875
|
)
|
|
|
(4,892
|
)
|
|
|
(44,089
|
)
|
|
|
(33,890
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
372,919
|
|
|
|
403,556
|
|
|
|
1,185,535
|
|
|
|
1,020,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
110,258
|
|
|
|
126,697
|
|
|
|
379,980
|
|
|
|
316,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
262,661
|
|
|
$
|
276,859
|
|
|
$
|
805,555
|
|
|
$
|
704,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.18
|
|
|
$
|
1.20
|
|
|
$
|
3.59
|
|
|
$
|
2.96
|
|
Diluted
|
|
$
|
1.09
|
|
|
$
|
1.18
|
|
|
$
|
3.37
|
|
|
$
|
2.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
222,201
|
|
|
|
230,253
|
|
|
|
224,530
|
|
|
|
238,097
|
|
Diluted
|
|
|
240,685
|
|
|
|
235,032
|
|
|
|
239,275
|
|
|
|
242,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
|
(in thousands, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
|
September 28, 2014
|
|
September 29, 2013
|
|
September 28, 2014
|
|
September 29, 2013
|
|
|
|
|
|
|
|
|
|
SUMMARY RECONCILIATION OF NET INCOME:
|
|
|
|
|
|
|
|
|
GAAP NET INCOME
|
|
$
|
262,661
|
|
|
$
|
276,859
|
|
|
$
|
805,555
|
|
|
$
|
704,877
|
|
Share-based compensation (a)
|
|
|
50,195
|
|
|
|
25,930
|
|
|
|
114,674
|
|
|
|
72,325
|
|
Amortization of acquisition-related intangible assets (b)
|
|
|
38,138
|
|
|
|
15,344
|
|
|
|
80,602
|
|
|
|
39,115
|
|
Inventory step-up expense (c)
|
|
|
4,903
|
|
|
|
-
|
|
|
|
4,903
|
|
|
|
-
|
|
Impairment of acquisition-related intangible assets (d)
|
|
|
-
|
|
|
|
83,228
|
|
|
|
-
|
|
|
|
83,228
|
|
Convertible debt interest (e)
|
|
|
21,493
|
|
|
|
9,859
|
|
|
|
63,582
|
|
|
|
50,202
|
|
Income tax adjustments (f)
|
|
|
(41,888
|
)
|
|
|
(40,473
|
)
|
|
|
(75,085
|
)
|
|
|
(73,131
|
)
|
NON-GAAP NET INCOME
|
|
$
|
335,502
|
|
|
$
|
370,747
|
|
|
$
|
994,231
|
|
|
$
|
876,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP COST OF REVENUE
|
|
$
|
929,353
|
|
|
$
|
823,160
|
|
|
$
|
2,564,369
|
|
|
$
|
2,431,817
|
|
Share-based compensation (a)
|
|
|
(4,001
|
)
|
|
|
(2,716
|
)
|
|
|
(10,118
|
)
|
|
|
(6,880
|
)
|
Amortization of acquisition-related intangible assets (b)
|
|
|
(28,523
|
)
|
|
|
(10,256
|
)
|
|
|
(67,860
|
)
|
|
|
(29,916
|
)
|
Inventory step-up expense (c)
|
|
|
(4,903
|
)
|
|
|
-
|
|
|
|
(4,903
|
)
|
|
|
-
|
|
NON-GAAP COST OF REVENUE
|
|
$
|
891,926
|
|
|
$
|
810,188
|
|
|
$
|
2,481,488
|
|
|
$
|
2,395,021
|
|
|
|
|
|
|
|
|
|
|
GAAP GROSS PROFIT
|
|
$
|
817,138
|
|
|
$
|
801,993
|
|
|
$
|
2,328,078
|
|
|
$
|
2,010,328
|
|
Share-based compensation (a)
|
|
|
4,001
|
|
|
|
2,716
|
|
|
|
10,118
|
|
|
|
6,880
|
|
Amortization of acquisition-related intangible assets (b)
|
|
|
28,523
|
|
|
|
10,256
|
|
|
|
67,860
|
|
|
|
29,916
|
|
Inventory step-up expense (c)
|
|
|
4,903
|
|
|
|
-
|
|
|
|
4,903
|
|
|
|
-
|
|
NON-GAAP GROSS PROFIT
|
|
$
|
854,565
|
|
|
$
|
814,965
|
|
|
$
|
2,410,959
|
|
|
$
|
2,047,124
|
|
|
|
|
|
|
|
|
|
|
GAAP RESEARCH AND DEVELOPMENT EXPENSES
|
|
$
|
223,309
|
|
|
$
|
183,821
|
|
|
$
|
626,168
|
|
|
$
|
526,987
|
|
Share-based compensation (a)
|
|
|
(21,469
|
)
|
|
|
(13,142
|
)
|
|
|
(54,644
|
)
|
|
|
(37,486
|
)
|
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
|
|
$
|
201,840
|
|
|
$
|
170,679
|
|
|
$
|
571,524
|
|
|
$
|
489,501
|
|
|
|
|
|
|
|
|
|
|
GAAP SALES AND MARKETING EXPENSES
|
|
$
|
111,392
|
|
|
$
|
72,237
|
|
|
$
|
271,762
|
|
|
$
|
194,965
|
|
Share-based compensation (a)
|
|
|
(13,800
|
)
|
|
|
(5,241
|
)
|
|
|
(27,261
|
)
|
|
|
(13,813
|
)
|
NON-GAAP SALES AND MARKETING EXPENSES
|
|
$
|
97,592
|
|
|
$
|
66,996
|
|
|
$
|
244,501
|
|
|
$
|
181,152
|
|
|
|
|
|
|
|
|
|
|
GAAP GENERAL AND ADMINISTRATIVE EXPENSES
|
|
$
|
60,044
|
|
|
$
|
49,171
|
|
|
$
|
162,798
|
|
|
$
|
141,152
|
|
Share-based compensation (a)
|
|
|
(10,925
|
)
|
|
|
(4,831
|
)
|
|
|
(22,651
|
)
|
|
|
(14,146
|
)
|
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES
|
|
$
|
49,119
|
|
|
$
|
44,340
|
|
|
$
|
140,147
|
|
|
$
|
127,006
|
|
|
|
|
|
|
|
|
|
|
GAAP TOTAL OPERATING EXPENSES
|
|
$
|
429,344
|
|
|
$
|
393,545
|
|
|
$
|
1,098,454
|
|
|
$
|
955,531
|
|
Share-based compensation (a)
|
|
|
(46,194
|
)
|
|
|
(23,214
|
)
|
|
|
(104,556
|
)
|
|
|
(65,445
|
)
|
Amortization of acquisition-related intangible assets (b)
|
|
|
(9,615
|
)
|
|
|
(5,088
|
)
|
|
|
(12,742
|
)
|
|
|
(9,199
|
)
|
Impairment of acquisition-related intangible assets (d)
|
|
|
-
|
|
|
|
(83,228
|
)
|
|
|
-
|
|
|
|
(83,228
|
)
|
NON-GAAP TOTAL OPERATING EXPENSES
|
|
$
|
373,535
|
|
|
$
|
282,015
|
|
|
$
|
981,156
|
|
|
$
|
797,659
|
|
|
|
|
|
|
|
|
|
|
GAAP OPERATING INCOME
|
|
$
|
387,794
|
|
|
$
|
408,448
|
|
|
$
|
1,229,624
|
|
|
$
|
1,054,797
|
|
Cost of revenue adjustments (a) (b) (c)
|
|
|
37,427
|
|
|
|
12,972
|
|
|
|
82,881
|
|
|
|
36,796
|
|
Operating expense adjustments (a) (b) (d)
|
|
|
55,809
|
|
|
|
111,530
|
|
|
|
117,298
|
|
|
|
157,872
|
|
NON-GAAP OPERATING INCOME
|
|
$
|
481,030
|
|
|
$
|
532,950
|
|
|
$
|
1,429,803
|
|
|
$
|
1,249,465
|
|
|
|
|
|
|
|
|
|
|
GAAP OTHER INCOME (EXPENSE), NET
|
|
$
|
(14,875
|
)
|
|
$
|
(4,892
|
)
|
|
$
|
(44,089
|
)
|
|
$
|
(33,890
|
)
|
Convertible debt interest (e)
|
|
|
21,493
|
|
|
|
9,859
|
|
|
|
63,582
|
|
|
|
50,202
|
|
NON-GAAP OTHER INCOME (EXPENSE), NET
|
|
$
|
6,618
|
|
|
$
|
4,967
|
|
|
$
|
19,493
|
|
|
$
|
16,312
|
|
|
|
|
|
|
|
|
|
|
GAAP NET INCOME
|
|
$
|
262,661
|
|
|
$
|
276,859
|
|
|
$
|
805,555
|
|
|
$
|
704,877
|
|
Cost of revenue adjustments (a) (b) (c)
|
|
|
37,427
|
|
|
|
12,972
|
|
|
|
82,881
|
|
|
|
36,796
|
|
Operating expense adjustments (a) (b) (d)
|
|
|
55,809
|
|
|
|
111,530
|
|
|
|
117,298
|
|
|
|
157,872
|
|
Other income (expense) adjustments (e)
|
|
|
21,493
|
|
|
|
9,859
|
|
|
|
63,582
|
|
|
|
50,202
|
|
Income tax adjustments (f)
|
|
|
(41,888
|
)
|
|
|
(40,473
|
)
|
|
|
(75,085
|
)
|
|
|
(73,131
|
)
|
NON-GAAP NET INCOME
|
|
$
|
335,502
|
|
|
$
|
370,747
|
|
|
$
|
994,231
|
|
|
$
|
876,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
GAAP
|
|
$
|
1.09
|
|
|
$
|
1.18
|
|
|
$
|
3.37
|
|
|
$
|
2.91
|
|
Non-GAAP
|
|
$
|
1.45
|
|
|
$
|
1.59
|
|
|
$
|
4.29
|
|
|
$
|
3.63
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net income per share:
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
240,685
|
|
|
|
235,032
|
|
|
|
239,275
|
|
|
|
242,270
|
|
Non-GAAP (g)
|
|
|
230,863
|
|
|
|
233,256
|
|
|
|
231,567
|
|
|
|
241,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1)
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
|
|
|
September 28, 2014
|
|
September 29, 2013
|
|
September 28, 2014
|
|
September 29, 2013
|
|
|
|
|
|
|
|
|
|
|
|
SUMMARY RECONCILIATION OF DILUTED SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
240,685
|
|
|
235,032
|
|
|
239,275
|
|
|
242,270
|
|
Adjustments for share-based compensation
|
|
333
|
|
|
363
|
|
|
253
|
|
|
248
|
|
Offsetting shares from call option
|
|
(10,155
|
)
|
|
(2,139
|
)
|
|
(7,961
|
)
|
|
(1,110
|
)
|
Non-GAAP (g)
|
|
230,863
|
|
|
233,256
|
|
|
231,567
|
|
|
241,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, inventory step-up expense, 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, 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 options which, when exercised, will
offset the issuance of dilutive shares from the 1.5% Sr. Convertible
Notes due 2017 and 0.5% Sr. Convertible 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 amortization of acquisition-related intangible assets,
inventory step-up expense, 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 and
trade names related to the acquisitions of Pliant Technology, Inc.
(May 2011), FlashSoft Corporation (February 2012), Schooner
Information Technology, Inc. (June 2012), SMART Storage Systems
(August 2013) and Fusion-io, Inc. (July 2014).
|
(c)
|
|
|
|
Inventory step-up expense related to acquisition of Fusion-io, Inc.
(July 2014).
|
(d)
|
|
|
|
Impairment of acquisition-related intangible assets and in-process
research and development related to the Schooner Information
Technology, Inc. (June 2012) and Pliant Technology, Inc. (May 2011)
acquisitions.
|
(e)
|
|
|
|
Incremental interest expense related 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.
|
(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.
|
(g)
|
|
|
|
Non-GAAP diluted shares include the impact of offsetting shares from
the call options related to the 1.5% Sr. Convertible Notes due 2017
and 0.5% Sr. Convertible Notes due 2020, and the impact of
share-based compensation.
|
|
|
|
|
|
|
|
SanDisk Corporation
|
Preliminary Condensed Consolidated Balance Sheets
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2014
|
|
December 29, 2013
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
930,835
|
|
|
$
|
986,246
|
|
Short-term marketable securities
|
|
|
1,370,257
|
|
|
|
1,919,611
|
|
Accounts receivable, net
|
|
|
870,552
|
|
|
|
682,809
|
|
Inventory
|
|
|
782,128
|
|
|
|
756,975
|
|
Deferred taxes
|
|
|
169,548
|
|
|
|
138,192
|
|
Other current assets
|
|
|
230,814
|
|
|
|
166,885
|
|
Total current assets
|
|
|
4,354,134
|
|
|
|
4,650,718
|
|
|
|
|
|
|
|
Long-term marketable securities
|
|
|
2,843,933
|
|
|
|
3,179,471
|
|
Property and equipment, net
|
|
|
692,362
|
|
|
|
655,794
|
|
Notes receivable and investments in Flash Ventures
|
|
|
1,119,669
|
|
|
|
1,134,620
|
|
Deferred taxes
|
|
|
147,690
|
|
|
|
134,669
|
|
Goodwill
|
|
|
860,620
|
|
|
|
318,111
|
|
Intangible assets, net
|
|
|
594,239
|
|
|
|
247,904
|
|
Other non-current assets
|
|
|
95,614
|
|
|
|
167,430
|
|
Total assets
|
|
$
|
10,708,261
|
|
|
$
|
10,488,717
|
|
|
|
|
|
|
|
LIABILITIES, CONVERTIBLE SHORT-TERM DEBT CONVERSION OBLIGATION
AND EQUITY
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable trade
|
|
$
|
412,328
|
|
|
$
|
282,582
|
|
Accounts payable to related parties
|
|
|
134,817
|
|
|
|
146,964
|
|
Convertible short-term debt (1)
|
|
|
861,628
|
|
|
?
|
|
Other current accrued liabilities
|
|
|
480,188
|
|
|
|
509,732
|
|
Deferred income on shipments to distributors and retailers and
deferred revenue
|
|
|
325,985
|
|
|
|
291,302
|
|
Total current liabilities
|
|
|
2,214,946
|
|
|
|
1,230,580
|
|
|
|
|
|
|
|
Convertible long-term debt
|
|
|
1,188,356
|
|
|
|
1,985,363
|
|
Non-current liabilities
|
|
|
242,491
|
|
|
|
307,083
|
|
Total liabilities
|
|
|
3,645,793
|
|
|
|
3,523,026
|
|
|
|
|
|
|
|
Convertible short-term debt conversion obligation (1)
|
|
|
138,372
|
|
|
?
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
Common stock
|
|
|
5,243,119
|
|
|
|
5,040,242
|
|
Retained earnings
|
|
|
1,780,420
|
|
|
|
2,004,089
|
|
Accumulated other comprehensive loss
|
|
|
(97,205
|
)
|
|
|
(76,459
|
)
|
Total stockholders' equity
|
|
|
6,926,334
|
|
|
|
6,967,872
|
|
Non-controlling interests
|
|
|
(2,238
|
)
|
|
|
(2,181
|
)
|
Total equity
|
|
|
6,924,096
|
|
|
|
6,965,691
|
|
Total liabilities, convertible short-term debt conversion obligation
and equity
|
|
$
|
10,708,261
|
|
|
$
|
10,488,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
The 1.5% Sr. Convertible Notes due 2017 are convertible through
December 31, 2014 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
September 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
|
|
|
Nine months ended
|
|
|
|
September 28, 2014
|
|
September 29, 2013
|
|
September 28, 2014
|
|
September 29, 2013
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
262,661
|
|
|
$
|
276,859
|
|
|
$
|
805,555
|
|
|
$
|
704,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes
|
|
|
(808
|
)
|
|
|
(12,240
|
)
|
|
|
6,784
|
|
|
|
53,254
|
|
Depreciation
|
|
|
66,198
|
|
|
|
57,650
|
|
|
|
187,651
|
|
|
|
165,862
|
|
Amortization
|
|
|
85,393
|
|
|
|
50,710
|
|
|
|
230,987
|
|
|
|
171,956
|
|
Provision for doubtful accounts
|
|
|
836
|
|
|
|
(644
|
)
|
|
|
677
|
|
|
|
498
|
|
Share-based compensation expense
|
|
|
50,195
|
|
|
|
25,930
|
|
|
|
114,674
|
|
|
|
72,325
|
|
Excess tax benefit from share-based plans
|
|
|
(10,764
|
)
|
|
|
(4,238
|
)
|
|
|
(38,776
|
)
|
|
|
(19,899
|
)
|
Impairment and other
|
|
|
520
|
|
|
|
81,774
|
|
|
|
520
|
|
|
|
76,258
|
|
Other non-operating
|
|
|
(365
|
)
|
|
|
1,134
|
|
|
|
343
|
|
|
|
774
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(68,999
|
)
|
|
|
(40,539
|
)
|
|
|
(145,997
|
)
|
|
|
(51,749
|
)
|
Inventory
|
|
|
46,111
|
|
|
|
(23,411
|
)
|
|
|
52,556
|
|
|
|
4,096
|
|
Other assets
|
|
|
10,900
|
|
|
|
(44,666
|
)
|
|
|
10,381
|
|
|
|
(23,093
|
)
|
Accounts payable trade
|
|
|
48,869
|
|
|
|
66,824
|
|
|
|
62,118
|
|
|
|
82,194
|
|
Accounts payable to related parties
|
|
|
(16,427
|
)
|
|
|
(4,188
|
)
|
|
|
(12,147
|
)
|
|
|
(50,975
|
)
|
Other liabilities
|
|
|
113,376
|
|
|
|
(48,542
|
)
|
|
|
(64,691
|
)
|
|
|
60,479
|
|
Total adjustments
|
|
|
325,035
|
|
|
|
105,554
|
|
|
|
405,080
|
|
|
|
541,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
587,696
|
|
|
|
382,413
|
|
|
|
1,210,635
|
|
|
|
1,246,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short and long-term marketable securities
|
|
|
(597,716
|
)
|
|
|
(507,392
|
)
|
|
|
(3,376,250
|
)
|
|
|
(2,504,479
|
)
|
Proceeds from sales of short and long-term marketable securities
|
|
|
1,527,752
|
|
|
|
1,277,691
|
|
|
|
3,621,418
|
|
|
|
3,125,350
|
|
Proceeds from maturities of short and long-term marketable securities
|
|
|
184,395
|
|
|
|
127,695
|
|
|
|
563,890
|
|
|
|
634,600
|
|
Acquisition of property and equipment, net
|
|
|
(86,975
|
)
|
|
|
(50,866
|
)
|
|
|
(165,641
|
)
|
|
|
(170,715
|
)
|
Investment in Flash Ventures
|
|
?
|
|
|
?
|
|
|
|
(24,296
|
)
|
|
?
|
|
Notes receivable issuances to Flash Ventures
|
|
|
(43,733
|
)
|
|
?
|
|
|
|
(131,692
|
)
|
|
?
|
|
Notes receivable proceeds from Flash Ventures
|
|
|
14,451
|
|
|
?
|
|
|
|
126,755
|
|
|
|
73,388
|
|
Purchased technology and other assets
|
|
|
(3,036
|
)
|
|
|
(5,353
|
)
|
|
|
(4,589
|
)
|
|
|
(9,261
|
)
|
Acquisitions, net of cash acquired
|
|
|
(1,066,166
|
)
|
|
|
(304,178
|
)
|
|
|
(1,063,798
|
)
|
|
|
(304,320
|
)
|
Net cash provided by (used in) investing activities
|
|
|
(71,028
|
)
|
|
|
537,597
|
|
|
|
(454,203
|
)
|
|
|
844,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of debt financing
|
|
?
|
|
|
?
|
|
|
?
|
|
|
|
(928,061
|
)
|
Distribution to non-controlling interests
|
|
?
|
|
|
?
|
|
|
?
|
|
|
|
(87
|
)
|
Proceeds from employee stock programs
|
|
|
55,480
|
|
|
|
43,036
|
|
|
|
159,044
|
|
|
|
206,052
|
|
Excess tax benefit from share-based plans
|
|
|
10,764
|
|
|
|
4,238
|
|
|
|
38,776
|
|
|
|
19,899
|
|
Dividends paid
|
|
|
(67,045
|
)
|
|
|
(50,638
|
)
|
|
|
(169,443
|
)
|
|
|
(50,638
|
)
|
Share repurchases (1)
|
|
|
(466,622
|
)
|
|
|
(1,069,545
|
)
|
|
|
(838,070
|
)
|
|
|
(1,439,539
|
)
|
Net cash used in financing activities
|
|
|
(467,423
|
)
|
|
|
(1,072,909
|
)
|
|
|
(809,693
|
)
|
|
|
(2,192,374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in foreign currency exchange rates on cash
|
|
|
(3,525
|
)
|
|
|
1,533
|
|
|
|
(2,150
|
)
|
|
|
8,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
45,720
|
|
|
|
(151,366
|
)
|
|
|
(55,411
|
)
|
|
|
(92,705
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
885,115
|
|
|
|
1,054,131
|
|
|
|
986,246
|
|
|
|
995,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
930,835
|
|
|
$
|
902,765
|
|
|
$
|
930,835
|
|
|
$
|
902,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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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