EX-99.1 2 f29551exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
(SANDISK LOGO)
SanDisk Corporation
601 McCarthy Boulevard
Milpitas, CA 95035-7932
Phone: 408-801-1000
Fax: 408-801-8657
         
CONTACT:
  Investor Contacts:   Media Contact:
 
  Lori Barker Padon   Mike Wong
 
  (408) 801-1384   (408) 801-1240
 
       
 
  Jay Iyer    
 
  (408) 801-2067    
SANDISK ANNOUNCES FIRST QUARTER RESULTS
Revenue Increases 26% Year-Over-Year
Milpitas, CA, April 26, 2007 — SanDisk® Corporation (NASDAQ:SNDK), the world’s largest supplier of flash storage card products, today announced results for the first quarter ended April 1, 2007. First quarter revenue increased 26% on a year-over-year basis to $786 million and the net loss in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $0.6 million, or $0.00 per share, compared to GAAP net income of $35 million, or $0.17 per share, in the first quarter of 2006.
Excluding the impact of acquisition related charges, stock compensation expense and the related tax effect, first quarter non-GAAP net income was $45 million, or $0.19 per share, compared to first quarter 2006 non-GAAP net income of $90 million, or $0.44 per share.
“First quarter results reflected the current difficult market conditions,” said Eli Harari, Chairman and CEO. “In the first quarter our industry experienced excess supply, sharp price declines, and depressed margins. These market conditions were exacerbated by weak seasonal consumer demand in retail. One highlight for the quarter was that the mobile market became our largest revenue generator with 27 million units sold in the quarter. Another highlight was the signing of an important licensing agreement with Hynix, which again validates our strong intellectual property portfolio. In another important milestone for our flash technology, this week Dell announced the launch of notebook PCs that incorporate our 32-gigabyte Solid State Drive (SSD).”
“Looking forward, we project a pick-up in demand during the seasonally strong back half of the second quarter. However, excess supply and depressed pricing is expected to continue through the second quarter, possibly extending through the summer months, putting pressure on our margins. Our outlook is optimistic for renewed growth heading into the fourth quarter of 2007

 


 

and forward to 2008. This optimism is based on our expectation of continuing penetration into multimedia handsets, the steady stream of exciting new consumer product introductions such as the Sansa® Connect, and the exceptionally attractive price points for our products now available to consumers.”
Key Metrics and Highlights
  Product revenue was $689 million in the first quarter, up 28% year-over-year.
 
  License and royalty revenue for the first quarter was $97 million, up 13% year-over-year.
 
  SanDisk and Hynix announced a patent cross license and product supply agreement and also signed a memorandum of understanding that outlines the planned formation of a memory manufacturing joint venture.
 
  Total megabytes sold in the first quarter increased 209% on a year-over-year basis and decreased 22% from the record fourth quarter of 2006.
 
  Average price per megabyte sold declined 62% on a year-over-year basis and 23% sequentially.
 
  Average retail card capacity in the first quarter was 1231 megabytes, up 87% from the first quarter of 2006 and up 11% sequentially.
 
  GAAP product gross margin in the first quarter was 14.2%, compared to 28.4% in the first quarter of 2006. First quarter fiscal 2007 non-GAAP product gross margin was 18.5% compared to 28.4% in the first quarter of 2006.
 
  Cost cutting measures taken in the first quarter included a reduction in workforce, executive salary reductions and a salary freeze for all other employees.
 
  msystems™ and SanDisk completed substantial integration activities.
 
  Operating loss on a GAAP basis was $20 million compared to GAAP operating income of $58 million in Q1 of 2006. Non-GAAP operating income was $47 million, or 6% of revenue, compared to non-GAAP operating income of $120 million or 19% of revenue in the first quarter of 2006.
 
  Cash flow from operations was $255 million for Q1 2007 and total cash, short-term and long-term investments increased sequentially by $217 million to $3.5 billion.
 
  Retail presence was more than 210,000 storefronts, including 67,000 in the mobile channel at the end of the quarter.
 
  SanDisk launched 32-gigabyte (GB) SSDs as drop-in replacements for hard disk drives in notebook PCs.
 
  The Sansa Connect wireless internet MP3 player received excellent reviews. SanDisk also launched the new Shaker MP3 player designed for kids and families.
 
  SanDisk and Sony Corporation agreed to develop the SxS (S by S) memory card specification for high-speed in professional camcorders.
 
  SanDisk introduced the industry’s highest density 8 GB SD high capacity (SDHC™) and 4 GB microSDHC cards.
Scheduled Interviews
SanDisk Corporation Chairman and Chief Executive Officer, Eli Harari, is scheduled to appear on CNBC’s “Closing Bell with Maria Bartiromo,” on April 26, 2006 at approximately 1:20 p.m. PDT. Judy Bruner, SanDisk’s Executive Vice President, Administration and CFO, is scheduled to appear on Bloomberg TV’s “Bloomberg On The Markets”, April 27, 2007 beginning at approximately 8:39 a.m. PDT.

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Conference Call
SanDisk’s first quarter 2007 conference call is scheduled for 2:00 p.m. PDT, Thursday, April 26, 2007. The conference call will be webcast by CCBN and can be accessed live, and throughout the quarter, at SanDisk’s website at www.sandisk.com/IR and at www.streetevents.com for registered streetevents.com users. To participate in the call via telephone, the dial-in number is (800) 238-9007. The dial-in password is 4311569. A copy of this press release will be furnished with 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.
A complete reconciliation between GAAP and non-GAAP information referred to in this release is provided in the attached tables.
Forward-Looking Statements
This news release contains certain forward-looking statements, including statements about our business prospects and outlook, anticipated increased demand for our mobile OEM products, anticipated design-in for products, demand for certain new products in new markets, seasonally lower retail sales, a decline in margins due to prevailing challenging market pricing for flash memory, market supply and demand, cost reductions, expected technology transitions and the timing and cost benefits thereof, our planned investments in advanced technologies, products, markets and our brand, and scheduled appearances by our Chairman and CEO and our CFO that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly and adversely affect our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others:
    slower than expected growth in market demand for our products including, for example, the solid state drive or a slower adoption rate for these products in current and new markets that we are targeting,
 
    future average selling price erosion that may be more severe than our expectations due to decreased demand or excess industry capacity of flash memory from ourselves as well as from existing suppliers or from new competitors,
 
    any interruption of or delay in supply from any of the semiconductor manufacturing or subcontracting facilities, including test and assembly facilities that supply products to us,
 
    slower than expected expansion of our global sales channels,
 
    fluctuations in operating results, unexpected yield variances and delays related to our conversion to 56-nanometer NAND flash technology or the ramp-up of the 300mm flash fabrication facility,
 
    our inability to make additional planned smaller geometry conversions in a timely manner,
 
    our ability to agree on the definitive terms of a joint venture with Hynix,
 
    less than expected growth in the average megabyte capacity per card,
 
    higher than expected operating expenses,
 
    higher than anticipated capital equipment expenditures,
 
    adverse global economic and geo-political conditions, including adverse currency exchange rates and acts of terror and war,
 
    fluctuations in license and royalty revenues,
 
    business interruption due to earthquakes, hurricanes or other natural disasters, particularly in areas in the Pacific Rim and Japan where we manufacture and assemble products,

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    risks related to our acquisition of msystems, including that we may not realize the expected benefits of the acquisition due to integration challenges or that we may incur substantial costs or other damages associated with pending or future litigation related to the merger or costs or damages related to msystems’ prior stock option grant practices,
 
    the risk that scheduled appearances by our executives could be cancelled or delayed by us or the network, and
 
    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 Form 10-K for the fiscal year ended December 31, 2006.
Future results may differ materially from those previously reported. We do not intend to update the information contained in this release.
About SanDisk
SanDisk is the original inventor of flash storage cards and is the world’s largest supplier of flash data storage card products using its patented, high-density flash memory and controller technology. SanDisk is headquartered in Milpitas, CA and has operations worldwide with more than half its sales outside the U.S.
www.sandisk.com
SanDisk, the SanDisk logo, and Sansa are trademarks of SanDisk Corporation, registered in the United States and other countries. msystems is a trademark of msystems Ltd. Sansa Connect and Shaker are trademarks of SanDisk Corporation. SD, microSD and SDHC are trademarks. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).

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SanDisk Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data, unaudited)
                 
    Three months ended  
    April 1, 2007     April 2, 2006  
Revenues:
               
Product
  $ 689,357     $ 537,728  
License and royalty
    96,729       85,532  
 
           
Total revenues
    786,086       623,260  
 
               
Cost of product revenues
    570,088       384,867  
Amortization of acquisition-related intangible assets
    21,062        
 
           
Total cost of revenues
    591,150       384,867  
 
               
 
           
Gross profits
    194,936       238,393  
 
               
Operating expenses:
               
Research and development
    95,640       63,762  
Sales and marketing
    56,206       43,375  
General and administrative
    46,991       30,016  
Restructuring
    6,516        
Write-off of acquired in-process technology
          39,600  
Amortization of acquisition-related intangible assets
    9,100       3,715  
 
           
Total operating expenses
    214,453       180,468  
 
           
Operating income (loss)
    (19,517 )     57,925  
 
               
Total other income
    36,259       18,464  
 
           
Income before taxes
    16,742       76,389  
 
               
Provision for income taxes
    12,157       41,274  
 
           
Income after taxes
    4,585       35,115  
 
               
Minority interest
    5,160        
 
           
Net income (loss)
  $ (575 )   $ 35,115  
 
           
 
               
Net income (loss) per share:
               
Basic
  $ (0.00 )   $ 0.18  
Diluted
  $ (0.00 )   $ 0.17  
 
               
Shares used in computing net income (loss) per share:
               
Basic
    227,455       193,077  
Diluted
    227,455       201,892  

 


 

SanDisk Corporation
Reconciliation of GAAP to Non-GAAP Operating Results (*)
(In thousands, except per share data, unaudited)
                 
    Three months ended  
    April 1, 2007     April 2, 2006  
 
               
SUMMARY RECONCILIATION OF NET INCOME
               
GAAP NET INCOME (LOSS)
  $ (575 )   $ 35,115  
Adjustments:
               
Share-based compensation (a)
    31,219       18,786  
Amortization of acquisition-related intangible assets (c)
    30,162       3,715  
Inventory step-up expense related to msystems acquisition (d)
    4,947        
Write-off of acquired in-process technology (b)
          39,600  
Income tax adjustments (e)
    (20,918 )     (7,198 )
 
           
NON-GAAP NET INCOME
  $ 44,835     $ 90,018  
 
           
 
               
GAAP COST OF PRODUCT REVENUES
  $ 591,150     $ 384,867  
Share-based compensation (a)
    (3,214 )      
Amortization of acquisition-related intangible assets (c)
    (21,062 )      
Inventory step-up expense related to msystems acquisition (d)
    (4,947 )      
 
           
NON-GAAP COST OF PRODUCT REVENUES
  $ 561,927     $ 384,867  
 
           
 
               
GAAP GROSS PROFIT
  $ 194,936     $ 238,393  
Share-based compensation (a)
    3,214        
Amortization of acquisition-related intangible assets (c)
    21,062        
Inventory step-up expense related to msystems acquisition (d)
    4,947        
 
           
NON-GAAP GROSS PROFIT
  $ 224,159     $ 238,393  
 
           
 
               
GAAP RESEARCH AND DEVELOPMENT EXPENSES
  $ 95,640     $ 63,762  
Share-based compensation (a)
    (12,687 )     (8,786 )
 
           
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES
  $ 82,953     $ 54,976  
 
           
 
               
GAAP SALES AND MARKETING EXPENSES
  $ 56,206     $ 43,375  
Share-based compensation (a)
    (6,923 )     (4,039 )
 
           
NON-GAAP SALES AND MARKETING EXPENSES
  $ 49,283     $ 39,336  
 
           
 
               
GAAP GENERAL AND ADMINISTRATIVE EXPENSES
  $ 46,991     $ 30,016  
Share-based compensation (a)
    (8,395 )     (5,961 )
 
           
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES
  $ 38,596     $ 24,055  
 
           
 
               
GAAP TOTAL OPERATING EXPENSES
  $ 214,453     $ 180,468  
Share-based compensation (a)
    (28,005 )     (18,786 )
Write-off of acquired in-process technology (b)
          (39,600 )
Amortization of acquisition-related intangible assets (c)
    (9,100 )     (3,715 )
 
           
NON-GAAP TOTAL OPERATING EXPENSES
  $ 177,348     $ 118,367  
 
           
 
               
GAAP OPERATING INCOME (LOSS)
  $ (19,517 )   $ 57,925  
Cost of goods sold adjustments (a) (c) (d)
    29,223        
Operating expense adjustments (a) (b) (c)
    37,105       62,101  
 
           
NON-GAAP OPERATING INCOME
  $ 46,811     $ 120,026  
 
           
 
               
GAAP NET INCOME (LOSS)
  $ (575 )   $ 35,115  
Cost of goods sold adjustments (a) (c) (d)
    29,223        
Operating expense adjustments (a) (b) (c)
    37,105       62,101  
Income tax adjustments (e)
    (20,918 )     (7,198 )
 
           
NON-GAAP NET INCOME
  $ 44,835     $ 90,018  
 
           
 
               
Diluted net income (loss) per share:
               
GAAP
  $ (0.00 )   $ 0.17  
Non-GAAP
  $ 0.19     $ 0.44  
 
               
Shares used in computing diluted net income (loss) per share:
               
GAAP
    227,455       201,892  
Non-GAAP
    236,426       203,302  

 


 

SanDisk Corporation
Reconciliation of GAAP to Non-GAAP Operating Results (*)
 
(*)   To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), we use non-GAAP measures of operating results, net income and earnings 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 in accordance with SFAS 123(R) effective January 2, 2006 and the acquisition of Matrix Semiconductor, Inc. in January 2006 and msystems Ltd. in November 2006, we believe the inclusion of non-GAAP financial measures provide consistency in our financial reporting. These non-GAAP results are one of the primary indicators management uses for assessing our performance, allocating resources and planning and forecasting future periods. Further, management uses non-GAAP information as certain non-cash charges such as amortization of purchased intangibles and share-based compensation do not reflect the cash operating results of the business and certain one-time expenses such as write-off of acquired in-process technology that do not reflect 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)   Write-off of acquired in-process technology associated with the Matrix acquisition (January 2006) and msystems acquisition (November 2006).
 
(c)   Amortization of acquisition-related intangible assets, primarily core and developed technology, related to the acquisition of Matrix and msystems.
 
(d)   Inventory step-up expense related to msystems acquisition.
 
(e)   Income taxes associated with certain non-GAAP adjustments.

 


 

SanDisk Corporation
Preliminary Condensed Consolidated Balance Sheets
(In thousands)
                 
    April 1, 2007     December 31, 2006  
    (unaudited)          
ASSETS
               
 
               
Current Assets:
               
Cash and cash equivalents
  $ 1,811,109     $ 1,580,700  
Short-term investments
    1,144,838       1,228,773  
Accounts receivable from product revenues, net
    144,228       611,740  
Inventory
    594,156       495,984  
Deferred taxes
    175,770       176,007  
Other current assets
    187,379       148,657  
 
           
Total current assets
    4,057,480       4,241,861  
 
               
Long-term investments
    527,363       457,184  
Property and equipment, net
    328,645       317,965  
Notes receivable and investments in flash ventures
    442,884       462,307  
Deferred taxes
    95,366       102,100  
Goodwill
    852,862       910,254  
Intangibles, net
    376,827       389,078  
Other non-current assets
    68,783       87,034  
 
           
Total Assets
  $ 6,750,210     $ 6,967,783  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable
  $ 205,824     $ 261,870  
Accounts payable to related parties
    142,566       139,627  
Other current accrued liabilities
    162,687       311,000  
Deferred income on shipments to distributors and retailers and deferred revenue
    99,273       183,950  
 
           
Total current liabilities
    610,350       896,447  
 
               
Convertible long-term debt
    1,225,000       1,225,000  
Non-current liabilities and deferred revenue
    115,269       72,226  
 
           
Total Liabilities
    1,950,619       2,193,673  
 
               
Minority interest
    3,651       5,976  
 
               
Commitments and contingencies
               
 
               
Stockholders’ Equity:
               
Common stock
    3,686,562       3,657,121  
Retained earnings
    1,099,580       1,105,520  
Accumulated other comprehensive income
    9,798       5,493  
Deferred compensation
           
 
           
Total Stockholders’ Equity
    4,795,940       4,768,134  
 
           
Total Liabilities and Stockholders’ Equity
  $ 6,750,210     $ 6,967,783  
 
           

 


 

SanDisk Corporation
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited)
                 
    Three months ended  
    April 1, 2007     April 2, 2006  
Cash flows from operating activities:
               
Net income (loss)
  $ (575 )   $ 35,115  
Adjustments to reconcile net income (loss) to net cash
               
provided by operating activities:
               
Deferred taxes
    11,431       (13,456 )
Gain on investment in foundries
    (2,204 )     (593 )
Depreciation and amortization
    65,096       26,397  
Provision for doubtful accounts
    913       (526 )
Share-based compensation expense
    31,219       18,785  
Tax benefit from share-based compensation
    (6,261 )     (41,909 )
Write-off of acquired in-process technology
          39,600  
Other non-cash income (charges)
    4,749       (1,208 )
Changes in operating assets and liabilities:
               
Accounts receivable
    467,030       90,546  
Inventory
    (98,109 )     (75,484 )
Other assets
    63,426       59,581  
Accounts payable trade
    (47,776 )     (58,135 )
Accounts payable to related parties
    (2,911 )     6,208  
Other liabilities
    (230,779 )     (32,472 )
 
           
Total adjustments
    255,824       17,334  
 
           
 
               
Net cash provided by operating activities
    255,249       52,449  
 
           
 
               
Cash flows from investing activities:
               
Purchases of short and long-term investments
    (537,162 )     (119,769 )
Proceeds from sale and maturities of short and long-term investments
    549,146       154,664  
Investment in Flash Partners and Flash Alliance
          (43,581 )
Acquisition of capital equipment, net
    (43,799 )     (52,597 )
Notes receivable from FlashVision
    24,777        
Purchased technology and other assets
    (13,240 )      
Cash acquired in business combination, net of acquisition costs
          9,432  
 
           
Net cash used in investing activities
    (20,278 )     (51,851 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from employee stock programs
    38,370       46,061  
Distribution to minority interest
    (7,485 )      
Tax benefit from share-based compensation
    6,261       41,909  
Share repurchase programs
    (42,096 )      
 
           
Net cash provided by (used in) financing activities
    (4,950 )     87,970  
 
           
 
               
Effect of changes in foreign currency exchange rates on cash
    388       (61 )
 
           
 
               
Net increase in cash and cash equivalents
    230,409       88,507  
 
               
Cash and cash equivalents at beginning of period
    1,580,700       762,058  
 
               
 
           
Cash and cash equivalents at end of period
  $ 1,811,109     $ 850,565