Press Release

SanDisk Corporation, the world's largest supplier of flash data storage card products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high-density flash memory and controller technology. SanDisk is based in Milpitas, California.

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SanDisk Reports Q3 Revenue of $751 Million; Up 27% Year-over-Year

-- Megabytes Sold Increased 217% from Q3 2005

Business Editors/High-Tech Writers

MILPITAS, Calif.--(BUSINESS WIRE)--Oct. 19, 2006--SanDisk(R) Corporation (NASDAQ:SNDK), the world's largest supplier of flash storage card products, today announced results for the third quarter ended October 1, 2006. Total third quarter revenue increased 27% on a year-over-year basis to a record $751 million. Third quarter net income as reported in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $103 million, or $0.51 per diluted share.

Excluding the impact of stock compensation expense and amortization of acquisition related intangible assets and the related tax effects, third quarter non-GAAP net income grew 15% to $124 million, or $0.61 per diluted share, which compares to the third quarter 2005 GAAP net income of $107 million, or $0.55 per diluted share.

"We are very pleased with our third quarter results," said Eli Harari, chairman and chief executive officer of SanDisk Corporation. "Demand for our mobile products continued to be strong in the fast growing mobile phone market and we are pleased with our flash audio player U.S. retail market share gains in the third quarter. Despite a challenging pricing environment in the third quarter we delivered non-GAAP operating margin of 21%, primarily due to our highly competitive product cost structure from our captive Flash business ventures in Japan. We expect to benefit in the fourth quarter from projected seasonally strong holiday sales of digital cameras, handsets, flash audio players, USB flash drives and gaming consoles and we now believe growth in our megabytes sold will be approximately 200% for 2006."

Metrics and Highlights

  • Product revenue grew 27% and license and royalty revenue grew 31% year-over-year.
  • Megabytes sold in the third quarter increased 217% year-over-year and 40% from the second quarter of 2006.
  • Average capacity per card sold in retail grew 16% sequentially to 882 megabytes.
  • Average price per megabyte sold declined 25% sequentially and 60% from the third quarter of 2005.
  • GAAP product gross margin for the third quarter of 2006 was 32% of product revenue similar to 32% in the second quarter of 2006 and compared to 37% in the third quarter of 2005.
  • GAAP operating income for the third quarter of 2006 was $128 million or 17% of revenues. Non-GAAP operating income was $158 million or 21% of revenue compared to GAAP operating income of $159 million or 27% of revenue in the third quarter of 2005.
  • Cash flow from operations was $291 million compared to $209 million in the third quarter of 2005, and total cash and investments increased sequentially by $286 million to $3.0 billion.
  • SanDisk entered into a definitive agreement to acquire msystems(TM) Ltd. in an all stock transaction expected to close around the end of the calendar year.
  • SanDisk introduced high capacity new products including the 4-gigabyte (GB) SD Ultra II High Capacity (HC) card, the 4-GB miniSDHC, the 2-GB microSD(TM) and the 16-GB Extreme III Compact Flash.
  • Retail presence grew to more than 196,000 storefronts including 62,000 in the mobile channel.
  • SanDisk and Toshiba began construction on a new 300-millimeter NAND wafer fabrication facility in Yokkaichi, Japan, with initial production expected to begin in the fourth quarter of 2007.
Scheduled Interviews

SanDisk Corporation Chairman and Chief Executive Officer, Eli Harari, is scheduled to appear on CNBC's "Closing Bell with Maria Bartiromo," on October 19, 2006 at approximately 1:10 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" and Bloomberg Radio's "Bloomberg on the Radio," October 20, 2006 beginning at approximately 7:40 a.m. PDT.

Conference Call

SanDisk's third quarter 2006 conference call is scheduled for 2:00 p.m. PDT, Thursday, October 19, 2006. 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 913-981-5523. A copy of this press release will be filed 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.

Forward-Looking Statements

This news release contains certain forward-looking statements, including statements about our business prospects and outlook for the fourth quarter of 2006, including anticipated increased demand for our products, market supply and demand, expected fabrication production schedules and scheduled appearances by our CEO and 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 or a slower adoption rate for these products in current and new markets that we are targeting, 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 related to our conversion to 70-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, future average selling price erosion that may be more severe than our expectations due to decreased demand or possible excess industry capacity of flash memory from ourselves as well as from existing suppliers or from new competitors, less than expected growth in the average megabyte capacity per card, price increases from non-captive flash memory sources and third-party subcontractors, 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, the timely development, internal qualification and customer acceptance of new products that are based on 70-nanometer NAND technology, fluctuations in license and royalty revenues, business interruption due to earthquakes, hurricanes, pandemics, power outages or other natural disasters, particularly in areas in the Pacific Rim and Japan where we manufacture and assemble products, potential impact of high energy prices and other global events outside of our control which could adversely impact consumer confidence and hence reduce demand for our products, risks related to our potential acquisition of msystems, including that the acquisition may not be consummated in a timely manner or at all, that we may not realize the expected benefits of the acquisition due to integration challenges, the loss of customers, suppliers, distributors or other third parties or other issues, 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 and that we may incur charges or other accounting changes as a result of the merger, the risk that scheduled appearances by our executives could be cancelled or delayed by us or the network, 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 Form 10-K for the fiscal year ended January 1, 2006 and our quarterly reports on Form 10-Q. 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 is a trademark of SanDisk Corporation, registered in the United States and other countries. msystems is a trademark of msystems Ltd.

                         SanDisk Corporation
             Condensed Consolidated Statements of Income
           (In thousands, except per share data, unaudited)

                         Three months ended       Nine months ended
                       ----------------------- -----------------------
                       October 1,  October 2,  October 1,  October 2,
                           2006        2005        2006        2005
                       ----------------------------------- -----------
Revenues:
   Product               $673,189    $529,735  $1,847,592  $1,383,176
   License and royalty     78,196      59,896     246,238     172,326
                       ----------- ----------- ----------- -----------
Total revenues            751,385     589,631   2,093,830   1,555,502

Cost of product
 revenues                 455,345     332,847   1,270,389     884,832
                       ----------- ----------- ----------- -----------
Gross profits             296,040     256,784     823,441     670,670

Operating expenses:
  Research and
   development             78,073      43,420     215,620     150,771
  Sales and marketing      44,961      31,610     133,403      83,241
  General and
   administrative          40,247      23,186     107,445      58,527
  Write-off of acquired
   in-process
   technology                   -           -      39,600           -
  Amortization of
   acquisition related
   intangible assets        4,432           -      12,579           -
                       ----------- ----------- ----------- -----------
Total operating
 expenses                 167,713      98,216     508,647     292,539
                       ----------- ----------- ----------- -----------

Operating income          128,327     158,568     314,794     378,131

Total other income         32,223      11,999      72,700      22,614
                       ----------- ----------- ----------- -----------

Income before taxes       160,550     170,567     387,494     400,745

Provision for income
 taxes                     57,269      63,109     153,457     148,275
                       ----------- ----------- ----------- -----------
Net income               $103,281    $107,458    $234,037    $252,470
                       =========== =========== =========== ===========

Net income per share:
      Basic                 $0.53       $0.59       $1.20       $1.39
      Diluted               $0.51       $0.55       $1.15       $1.32

Shares used in
 computing net income
 per share:
      Basic               196,317     183,047     194,974     181,716
      Diluted             202,747     194,321     202,660     191,527
                         SanDisk Corporation
       Reconciliation of GAAP to Non-GAAP Operating Results (1)
           (In thousands, except per share data, unaudited)

                         Three months ended       Nine months ended
                       ----------------------- -----------------------
                       October 1,  October 2,  October 1,  October 2,
                           2006        2005        2006        2005
                       ----------------------------------- -----------

GAAP gross profit        $296,040    $256,784    $823,441    $670,670
  Equity-based
   compensation (a)         2,621           -       5,099           -
                       ----------- ----------- ----------- -----------
Non-GAAP gross profit    $298,661    $256,784    $828,540    $670,670
                       =========== =========== =========== ===========

GAAP total operating
 expenses                $167,713     $98,216    $508,647    $292,539
  Equity-based
   compensation (a)       (22,572)          -     (64,750)          -
  Write-off of acquired
   in-process
   technology (b)               -           -     (39,600)          -
  Amortization of
   acquisition-related
   intangible assets
   (c)                     (4,432)          -     (12,579)          -
                       ----------- ----------- ----------- -----------
Non-GAAP total
 operating expenses      $140,709     $98,216    $391,718    $292,539
                       =========== =========== =========== ===========

GAAP operating income    $128,327    $158,568    $314,794    $378,131
  Cost of goods sold
   adjustments (a)          2,621           -       5,099           -
  Operating expense
   adjustments (a-c)       27,004           -     116,929           -
                       ----------- ----------- ----------- -----------
Non-GAAP operating
 income                  $157,952    $158,568    $436,822    $378,131
                       =========== =========== =========== ===========

GAAP net income          $103,281    $107,458    $234,037    $252,470
  Cost of goods sold
   adjustments (a)          2,621           -       5,099           -
  Operating expense
   adjustments (a-c)       27,004           -     116,929           -
  Income tax
   adjustments (d)         (9,292)          -     (24,875)          -
                       ----------- ----------- ----------- -----------
Non-GAAP net income      $123,614    $107,458    $331,190    $252,470
                       =========== =========== =========== ===========

Basic net income per
 share:
  GAAP                      $0.53       $0.59       $1.20       $1.39
  Non-GAAP                  $0.63       $0.59       $1.70       $1.39

Diluted net income per
 share:
  GAAP                      $0.51       $0.55       $1.15       $1.32
  Non-GAAP                  $0.61       $0.55       $1.63       $1.32

Shares used in
 computing basic net
 income per share:
  GAAP                    196,317     183,047     194,974     181,716
  Non-GAAP                196,317     183,047     194,974     181,716

Shares used in
 computing diluted net
 income per share:
  GAAP                    202,747     194,321     202,660     191,527
  Non-GAAP                203,757     194,321     203,744     191,527

(1) 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 stock compensation in
 accordance with SFAS 123R effective January 2, 2006 and the
 acquisition of Matrix Semiconductor, Inc. in January 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 stock 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) Equity based compensation expense.
(b) Write-off of acquired in-process technology associated with the
 Matrix acquisition (January 2006).
(c) Amortization of acquisition-related intangible assets, primarily
 core and developed technology, related to the acquisition of Matrix.
(d) Income taxes associated with certain non-GAAP adjustments.
                         SanDisk Corporation
                Condensed Consolidated Balance Sheets
                            (In thousands)


                                            October 1,    January 1,
                                                2006        2006(1)
                  ASSETS                    (unaudited)
                                           ------------- -------------

Current Assets:
 Cash and cash equivalents                   $1,474,155      $762,058
 Short-term investments                       1,077,257       935,639
 Accounts receivable, net                       304,934       329,014
 Inventories                                    396,220       331,584
 Deferred taxes                                  99,610        95,518
 Other current assets                            80,814       121,922
                                           ------------- -------------
    Total current assets                      3,432,990     2,575,735

 Long-term investments                          419,916             -
 Property and equipment, net                    256,437       211,092
 Notes receivable and investments in flash
  ventures                                      480,868       265,074
 Deferred taxes                                 150,114             -
 Goodwill                                       160,681         5,415
 Intangibles, net                                92,299         4,608
 Other non-current assets                        57,450        58,263
                                           ------------- -------------

        Total Assets                         $5,050,755    $3,120,187
                                           ============= =============

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable                              $147,009      $231,208
 Accounts payable to related parties            100,852        74,121
 Other current accrued liabilities              169,714       115,525
 Deferred income on shipments to
  distributors and retailers and deferred
  revenue                                       133,079       150,283
                                           ------------- -------------
    Total current liabilities                   550,654       571,137

 Convertible senior notes                     1,150,000             -
 Deferred revenue and non-current
  liabilities                                    36,729        25,259
                                           ------------- -------------
    Total Liabilities                         1,737,383       596,396

 Commitments and contingencies

Stockholders' Equity:
 Common stock                                 2,166,506     1,622,007
 Retained earnings                            1,140,661       906,624
 Accumulated other comprehensive income           6,205         2,635
 Deferred compensation                                -        (7,475)
                                           ------------- -------------
    Total stockholders' equity                3,313,372     2,523,791
                                           ------------- -------------

         Total Liabilities and
          Stockholders' Equity               $5,050,755    $3,120,187
                                           ============= =============

(1) Information derived from the audited Condensed Consolidated
 Financial Statements.
                         SanDisk Corporation
            Condensed Consolidated Statement of Cash Flows
                      (In thousands, unaudited)

                         Three months ended       Nine months ended
                       ----------------------- -----------------------
                       October 1,  October 2,  October 1,  October 2,
                           2006        2005        2006        2005
                       ----------- ----------- ----------- -----------
Cash flows from
 operating activities:
Net income               $103,281    $107,458    $234,037    $252,470
Adjustments to
 reconcile net income
 to net cash provided
 by operating
 activities:
  Deferred taxes           (6,626)     (1,270)    (24,021)       (194)
  Loss (gain) on
   investments               (169)       (501)     (1,364)      8,752
  Depreciation and
   amortization            32,043      17,493      89,709      46,906
  Provision for
   doubtful accounts        1,759          52       2,760        (111)
  Stock-based
   compensation expense    25,193         522      69,881       1,591
  Tax benefit from
   share-based
   compensation            (3,057)          -     (64,080)          -
  Write-off of acquired
   in-process
   technology                   -           -      39,600           -
  Other non-cash
   charges                  7,946       7,194       3,201       9,468
  Changes in operating
   assets and
   liabilities:
    Accounts receivable     5,228      31,227      28,276     (16,573)
    Inventories           (17,789)    (57,285)    (57,765)    (90,456)
    Other assets           55,851      47,978      47,108      32,737
    Accounts payable
     trade                 35,395      31,210     (88,363)     61,342
    Accounts payable,
     related party         15,314         408      28,380      16,355
    Other liabilities      37,006      24,021      95,804      79,697
                       ----------- ----------- ----------- -----------
  Total adjustments       188,094     101,049     169,126     149,514
                       ----------- ----------- ----------- -----------

Net cash provided by
 operating activities     291,375     208,507     403,163     401,984
                       ----------- ----------- ----------- -----------

Cash flows from
 investing activities:
    Purchases of short
     and long term
     investments         (632,895)   (195,700) (1,438,195)   (491,282)
    Proceeds from sale
     and maturities of
     short and long-
     term investments     506,326     174,150     881,772     455,758
    Investment in Flash
     Partners and Flash
     Alliance              (4,290)          -    (132,209)          -
    Acquisition of
     capital equipment,
     net                  (33,721)    (24,282)   (123,443)    (80,500)
    Notes receivable
     from Flash Vision      8,524     (12,027)      8,524     (34,249)
    Notes receivable
     from Flash
     Partners                   -           -     (95,445)          -
    Cash acquired in
     business
     combination with
     Matrix, net of
     acquisition costs          -           -       9,432           -
                       ----------- ----------- ----------- -----------
  Net cash used in
   investing activities  (156,056)    (57,859)   (889,564)   (150,273)
                       ----------- ----------- ----------- -----------

Cash flows from
 financing activities:
    Proceeds from
     issuance of
     convertible notes,
     net of issuance
     costs                      -           -   1,125,500           -
    Purchase of
     convertible bond
     hedge                      -           -    (386,090)          -
    Proceeds from
     issuance of
     warrants                   -           -     308,672           -
    Proceeds from
     employee stock
     programs              17,258      32,390      86,108      48,243
    Tax benefit from
     share-based
     compensation           3,057           -      64,080           -
                       ----------- ----------- ----------- -----------
  Net cash provided by
   financing activities    20,315      32,390   1,198,270      48,243
                       ----------- ----------- ----------- -----------

Effect of changes in
 foreign currency
 exchange rates on cash        42         485         228         863
                       ----------- ----------- ----------- -----------

Net increase in cash
 and cash equivalents     155,676     183,523     712,097     300,817

Cash and cash
 equivalents at
 beginning of period    1,318,479     581,089     762,058     463,795

                       ----------- ----------- ----------- -----------
Cash and cash
 equivalents at end of
 period                $1,474,155    $764,612  $1,474,155    $764,612
                       =========== =========== =========== ===========

CONTACT: SanDisk Corporation
Investor Contacts:
Lori Barker Padon, 408-801-1384
Jay Iyer, 408-801-2067
Media Contact:
Mike Wong, 408-801-1240

SOURCE: SanDisk Corporation



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