Welcome to the Rambus Third Quarter and FY '19 Earnings Conference Call. At this time all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to Rahul Mathur, Chief Financial Officer. You may begin your conference..

Thank you, Benita, and welcome to the Rambus third quarter 2019 results conference call. I am Rahul Mathur, CFO; and on the call with me today is Luc Seraphin, our CEO. The press release for the results that we will be discussing today have been furnished to the SEC on Form 8-K. A replay of this call will be available for the next week at 855-859-2056.

You can hear the replay by dialing the toll-free number and then entering ID number 7170477 when you hear the prompt. In addition, we are simultaneously webcasting this call, and along with the audio, we're webcasting slides that we will reference during portions of today's call.

So even if you're joining us via conference call, you may want to access the webcast with the slide presentation. A replay of this call can be accessed on our Web site beginning today at 5:00 p.m. Pacific Time.

Our discussion today will contain forward-looking statements including our financial guidance for future periods, products and investment strategies, timing of expected product launches, demand for existing and newly acquired technologies, the growth opportunities of the various markets we serve, the expected benefits of our merger, acquisition and divestiture activity, including the expected timing of transaction completions, and the success of our integration effects.

In the effects of ASC 606 on reported revenue amongst other things. These statements are subject to risks and uncertainties that are discussed during this call and may be more fully described in the documents we file with the SEC, including our 8-Ks, 10-Qs and 10-Ks.

These forward-looking statements may differ materially from our actual results and we're under no obligation to update these statements. In an effort to provide greater clarity in our financials, we're using both GAAP and non-GAAP financial presentations in both our press release and also on this call.

A reconciliation of these non-GAAP financials to the most directly comparable GAAP measures as included in our press release and our slide presentation and on our Web site at rambus.com on the Investor Relations page under Financial Releases.

The order of our call today will be as follows; Luc will start with an overview of the business; I will discuss our financial results, including our guidance for future periods; and then we'll end with Q&A. I'll now turn the call over to Luc to provide an overview of the quarter.

Luc?.

Thanks, Rahul, and good afternoon everyone. Over the past year we have consistently demonstrated strong execution and product revenue growth, while meeting or exceeding the expectations in the market. This quarter was no exception with revenue above the high-end of guidance at $57.4 million.

We've strengthened our balance sheet by generating $25.6 million in cash from operations taking the year-to-date total to $93.1 million which already exceeds the cash generated for all of 2018. The company has made tremendous progress to all the strategic objectives set out at the beginning of the year that are critical to our company's success.

Our efforts continue to be driven by refocusing our product portfolio and research and our core strength in semiconductor, optimizing the company for operational efficiency and leveraging our strong cash generation to reinvest for growth.

In Q3, we had significant M&A activity in line with our areas of focus and mission to deliver data faster and safer. We announced two exciting silicon IT acquisitions that will enhance our offerings and expand our market position in interfaces and security. We began with the acquisition of digital controller company, Northwest Logic.

As a market leader in memory, PCIE, EP digital controllers, Northwest Logic expands our interface solutions for data center, AI communications and automotive. Every SoC design that uses ASIC also needs an associated controller.

With a combination of complimentary digital and physical IP portfolios from Northwest Logic and Rambus, we can offer fully integrated PCI and memory interface subsystems for our customers.

As we mentioned in last quarter score, this transaction will not materially impact 2019 results having just closed in August, but we expected to have an immediate positive impact on the business and be accretive to revenue and earnings in 2020.

We also announced an agreement to acquire the secure silicon IP and protocols businesses of Verimatrix formerly Inside Secure. Much like the purchase of Northwest Logic, the anticipated acquisition of the Insight Secure teams and offerings, we augment our portfolio of offerings for data center, AI, networking and automotive.

This will bring more mission critical embedded security products, expanding our global reach and creating the industry's most comprehensive portfolio of silicon proven security IP and chip provisioning solutions. We expect the acquisition to close before the end of the year subject to customary regulatory approvals.

Finally, two weeks ago, we closed the sale of our payments and ticketing business to Visa, marking a very important milestone for the company. This deal was a critical step for Rambus and redefined our perimeter in the semiconductor markets.

While the Rambus team has worked very hard on successfully closing and integrating our acquisitions, our business units continue to execute on existing programs. We continue to drive sustained revenue growth in Silicon IP with key design wins for both our interface and security IP solutions.

We closed four tier-1 SoC design wins across the portfolio for data center, edge, IOT and government. We also announced a combined interface and security IP win at SEAKR for aerospace and satellite communications.

The team expanded our portfolio with leading edge interface solutions through GDDR6, HBM2 and 112 gig on TSMCs leading edge seven nanometer process. These are critical building blocks for AI data center 5G and automotive.

And finally, we announced the industry's fastest complete memory subsystem solution for GDDR6 including the PHY and controller capable of running at 18 gigabit per second. Turning now to chips, Q3 was the second consecutive quarter of record revenue for our memory interface chip business, which we now expect to almost double year-over-year.

This is driven by increased OEM and data center qualifications leading to steady gains in our DDR4 memory interface chip market share. The industry is also starting to recover from the softness earlier this year in the memory markets.

In closing, Rambus has made tremendous progress to have the strategic objectives critical to our future and have successfully realigned the company around our core strength in the semiconductors.

With record revenue from our chip business and continued Silicon IP design wins at tier-1 SoC customers, we exceeded our commitments to the market and delivered a great third quarter. With that, I will turn the call to Rahul to discuss the quarterly financial results.

Rahul?.

Thanks, Luc. I'd like to begin with our financial results for the third quarter. Let me start with some highlights on Slide 6. As Luc mentioned, we continue to execute on our product businesses and delivered solid financial results above our revenue and earnings expectations.

We've adopted ASC 606 using the modified retrospective method, which is [Technical Difficulty] that rather runs a cumulative effect of the adoption through retained earnings as a beginning balance sheet adjustment. Any comparison between our results under ASC 606 and prior results under ASC 605 is not an accurate way to track our company's progress.

We'll continue to provide operational metrics such as licensing billings to give our investors better insight into our operational performance. We delivered revenue of $57.4 million and licensing billings of $63.1 million, revenue was higher than our expectations due to strong buffet chip sales.

We have a very strong balance sheet and ended the quarter with a cash, cash equivalence and marketable securities of 338 million flat from the previous quarter as cash from operations of $25.6 million was offset by cash used for the acquisition of Northwest Logic.

We delivered solid results while continuing to leverage our high margin historic businesses to fuel growth in adjacent areas where we have strong technical and market expertise with a focus on chips and Silicon IP. Now let me talk you through some revenue details on Slide 7.

Revenue for the third quarter was $57.4 million above our expected range due to market share gains in our buffer chip business. Royalty revenue for the third quarter was $19.4 million, while licensing billings was $63.1 million.

The difference between licensing billings and royalty revenue primarily relates to timing as we don't always recognize revenue the same quarter we bill our customers. Going into additional detail, our product revenue was $21.4 million consisting primarily of our buffer chip business.

Our contract and other revenue was $16.6 million consisting primarily of our Silicon IP business. As we expected, due to the timing of the close, our acquisition of Northwest Logic did not have a material impact on the third quarter.

We recorded 5.1 million of revenue and 6.8 million in operating costs and expenses associated with our payments and ticketing business in Q3. Let me walk you through our non-GAAP income statement on Slide 8. Along with our solid revenue performance in Q3, we met our profitability on an non-GAAP basis.

Cost of revenue plus operating expenses for what we refer to as total operating expenses for the quarter came in at $67.1 million. This was above our expectations due to higher COGS related to record buffer chip revenue, excluding payments and ticketing, our profit was nicely above our expectations.

We ended the quarter with headcount of 840 up from 772 in the previous quarter as we welcome employees from Northwest Logic and converted several long-term contractors to employees in Bangalore.

Under ASC 606 we recorded $4.9 million of interest income related to the financing component of our fixed fee licensing arrangements for which we've recognized revenue but not yet received payment. We incurred 0.6 million of interest expense related to the convertible notes we issued in Q4 2017.

This was offset by incremental interest income related to the return on our cash portfolio.

After adjusting for non-cash interest expense on our convertible notes, this resulted in non-GAAP interest and other income for the quarter of $6 million, excluding the interest income related to the significant financing component related to ASC 606, this would've been $1 million assuming a flat rate of 24% for non-GAAP pretax loss.

Non-GAAP net loss for the quarter was $2.9 million or diluted net loss of $0.03 cents per share. Now let me turn to the balance sheet details on Slide 9, we are very pleased with the strength of the balance sheet.

Cash, cash equivalents and marketable securities totaled $338 million flat from the previous quarter as cash from operations of $25.6 million was offset by a purchase of Northwest Logic.

Our Q3 ending cash balance doesn't reflect the cash we received for our payments and ticketing business, nor does it reflect what we expected to take for the Secure Silicon IP and protocols businesses of Verimatrix.

Given $93.1 million of cash from operations through our first three quarters, we expect over a $100 million of cash from operations this year. Our strong balance sheet allows us the flexibility to invest strategically in our patent portfolio and in our growing product programs.

At the end of Q3, we had contract assets worth $560 million which reflects the net present value of unbilled AR related to licensing arrangements, which the company has no future performance obligations. I expect this number to continue to trend down as we bill and collect for these contracts.

It's important to note that this metrics doesn't represent the entire value of our existing license in agreements, as several customers have royalty-based agreements that allow us to recognize revenue each quarter under ASC 606.

As a sale of our payments and ticketing business do not close until October 21, at the end of Q3, we classified the assets and liabilities for this business as held for sale. The net carrying amount of this business as of the third quarter was $74 million considering assets and liabilities.

After considering the 75 million purchase price and transaction costs, we recorded the recovery of $1.9 million in Q3 that offset the impairment charge in our Q2 GAAP results. We will make another adjustment to reflect final working capital in our Q4 results. Third quarter CapEx was $3.2 million, and depreciation was $4.4 million.

Looking forward, I expect roughly $3 million of CapEx for the fourth quarter and that makes roughly $9 million for the full year of 2019 I also expect appreciation of roughly $4 million for the fourth quarter and roughly $14 million for this full year of 2019.

Overall, we have a strong balance sheet with limited debt and expect to continue to generate strong cash from operations in the future.

Now let me turn to our guidance for the fourth quarter on Slide 10, as reminder, our forward-looking guidance reflects our current best estimates and our actual results could differ materially from what I'm about to review.

In addition to financial outlook under ASC 606, we've also been providing information on license and billings, which is an operational metric that reflects amount invoice to our licensing customers during the period adjusted for certain differences.

As you see in the supplemental information we provided on Slide 16 of our earnings deck, licensing billings closely correlates with what we had historically reported as royalty revenue under ASC 605. We expect to close our transactions with Verimatrix in Q4, as we complete regulatory approvals and other customary closing conditions.

Until we close those financial results will not be included in our guidance. With that said, under ASC 606, we expect revenue in the fourth quarter between $50 million and $56 million. We expect royalty revenue between $15 million and 21 million. We also expect licensing billings between $60 million and $66 million.

Excluding the payments and ticketing business, we expect Q4 four non-GAAP total operating expenses, which includes COGS to be between $59 million and $63 million. We remain focused on our execution and are very pleased with our continued market share gains in our buffer chip business.

We now expect that business to do yearly double year over year ending near the high end of the $50 million to 70 million range we'd anticipated previously. Under ASC 606 non-GAAP operating results for the fourth quarter is expected to be between a loss of $12 and $2 million.

The non-GAAP interest in other income and expense, which excludes interest income related to ASC 606, we would have expected $1 million in income, which include $0.6 million of interest expense related to the notes due in 2023.

Based on the new tax legislation passed at the end of 2017, we expect our pro forma tax rate in 2019 and 2020 to remain consistent with our 2018 pro forma tax rate of roughly 24%. The 24% is higher than the new statutory rate of 21% primarily due to higher tax rates in our foreign jurisdictions.

As a reminder, we pay roughly $20 million of cash taxes each year driven primarily by our licensing agreements with our partners in Korea. We expect non-GAAP taxes to be between a benefit of $3 million and $0 million in Q4. We expect our Q4 share count to be roughly $115 million basic and diluted shares outstanding.

This leads you to between a non-GAAP loss per share of $0.08 and $0.01 for the quarter. Looking ahead to 2020, we remain comfortable with the business outlook, we provided at our Analysts Day in September.

I expect our revenue trends by quarter to be similar to 2019 with Q1 down seasonally slight improvement in Q2 and then growth in Q3 and again in Q4. I expect our total expense trends including COGS will be more linear through the year with small increases in Q3 and Q4 for higher product shipments.

I also expect CapEx of $26 million for 2020 roughly half of which is related to our headquarter move in the first half of the year and depreciation of $20 million.

Let me finish with a summary on Slide 11, we are proud of the solid performance by our team and the progress we continue to make against our strategic initiatives to drive long-term profitable growth. We've had a significant amount of M&A activity as we refocus our company and are very pleased with our execution on organic and inorganic growth.

While we understand that ASC 606 and the level of complexity to our financial reporting, it's important to reiterate that the underlying financial strength of our business remains strong, reflected in our demonstrated ability to generate cash.

In closing, we have refocused our product portfolio around brand versus core strengths in the semiconductor industry, improved our operational efficiency and possibility generated solid cash from operations and leverage our strong balance sheet to support our strategic initiatives.

We continue to focus on our core markets and are very well positioned for long-term profitable growth. With that, I'll turn the call back over to Benito to begin Q&A.

Could we please have our first question?.

Thank you, Mr. Mathur. [Operator Instructions] Your first question comes from the line of Suji Desilva with ROTH Capital..

Hi, Luc. Hi, Rahul. Congratulations on the strong cash generation here. So, every quarter I try and go through these numbers to make sure I get the kind of ASC 605 pro forma, correct, if I did the math correctly? So, Rahul, 3Q'19, I get revenue of $101 million would've been reported and EPS is $0.23. So, those numbers sound reasonable..

So, Suji, we can't report the 605 numbers anymore as you know. But if I were to do that math, but I think you're doing, I'd get the same numbers..

Okay. Good to know. And then, 4Q'19, couple of moving parts here, but it seems like if I put it together, I can get to something like $98 million midpoint revenue guidance and $0.25. And if you back out the payment and ticketing from 3Q, the revenue isn't sequential growth.

Does that sound right as well?.

Yes. Again, I understand the math you are doing, and I would get the same results, but that's not math that we can do as a company..

Understood. That's fair enough. Okay. And then for the business for '20, you reiterated the guidance from the Analyst Day, can you give us, maybe some more color or detail on what Northwest Logic or Verimatrix contribute to the '20 run rates, so we have some idea, the inorganic versus organic year-over-year..

Yes, absolutely. So, what we expected, and we said at our Analyst Day in September in New York, as we expected Northwest Logic to generate roughly $10 million of revenue for us in 2020. And we expect the businesses from Verimatrix or formerly Inside Secure to generate roughly $20 million of revenue for us in 2020.

And both of these should be minimally accretive to our EPS. Now as a remainder, we have a significant portion of 2019. So, when you take those numbers out of 2019, you see very nice growth across the board in our product businesses.

You see product revenue, I think what we said is, we not expect to be at the high-end of our range for 2019 of almost $70 million. And again, that's almost entirely our buffer chip business. And I think what we said in September is that our range for that product revenue in 2020 is between $75 million and $95 million.

So that's a business that's growing very nicely. What you also see is growth in our Silicon IP business and that's really reported as contract and other. As a reminder, there's about $20 million of billings that we have in licensing billings that we think are really directly related to that Silicon IP business.

So, if you had, I think what we said in September between $70 million and $90 million or $80 million as a midpoint, yes, that '20 and I think in 2020, that's almost $100 million of billings associated with our Silicon IP business, which is really nice growth over '19, both organic and inorganic. But, we're certainly pleased with our execution.

As we talked about repeatedly Suji and what we see is structural -- in our structural patent licensing agreements we see step downs in certain agreements that we have. And what you see is then that product growth is offsetting any step downs we have. And we're also growing from a bottom-line and from a cash from operations perspective as well.

So, we're very pleased with our performance and the guidance..

Okay. That's a lot of helpful color Rahul appreciate that. And then a couple more questions before I pass it off, the DDR4 memory, you had kind of upside versus your expectations.

Was this driven potentially by perhaps the hyperscale or data center recovery that Intel called out or are there competitive factors versus [IDT assessment] [ph] and thoughts that might be also in the mix here?.

Hi, Suji. It's actually both. We do see some recovery in the market. We see the inventory levels normalize in the market and demand is up from a data center and the resume purchase to our customers. So that's one factor.

The other factor is that we are starting to see the results or continue to see the results of our design win activity on the cascade Lake platform where our footprints of design wins was twice what it was on the Skylake, platform.

So, the combination of our increase of footprint in the design wins with the recovery of the memory market explains these results for the buffer chip..

Okay. My last question is, you talked about closing a set of deals here in the quarter. I was curious what the numbers were relative to that, the number you reported in the most recent quarters, whether that's a typical level of number of deals you'll see, or if there's more or less than a typical quarter historically..

Yes. I think Q3 was very active for us because we were able to announce the divestiture of our payment and ticketing. Then, we also announced the closure of Northwest Logic and our intent to acquire the business from Verimatrix.

I think we have an opportunity, we have a very strong balance sheet, we definitely have an opportunity to continue to drive more inorganic growth. But, it's really driven by what the opportunities are and how they align from a timing perspective. I think we will continue to be judicious.

What I'm very pleased with is that certainly the execution on the divestiture of payments and ticketing help refined our focus back to our sending better business and certainly the acquisitions in Northwest Logic back to acquire from Inside Secure very nicely bolster both our memory and security portions of that Silicon IP business.

I think we certainly will expect to continue to look forward to other inorganic opportunities..

Okay. Thank you very much guys..

Your next question comes from the line of Gary Mobley with Wells Fargo Securities. Mr. Mobley, your line is open for your question. There is no response from that line. We will go to the line of Sidney Ho with Deutsche Bank..

Great. Thank you. Just want to follow-up the previous question. At the Analyst Day, you gave a full year guidance for next years, architectural license billings of 220 to 240, which is down about 10% from this year just taking the midpoint of the guidance.

So, one, is that still a valid assumption and if so, can you help us understand the moving pieces how much of that decline is related to sale of the ticketing business? How much related to any schedule step-down like we've seen this year and what kind of growth does it mean for the rest of the businesses?.

Yes. It's a great question, Sidney. And what I will tell you is that there's really not that much of that that's related to the payments and ticketing business. Most of the revenue and the payments and ticketing business was more in the contract and other segments. We did have a little bit in that licensing billings.

But most of the revenue that we recognized particularly was under contract and other. It really is almost entirely related to just the structure of our licensing agreements. What we did is, we signed a long-term licensing agreement in 2014, '16, '17.

And those have very defined structures in terms of how much we are able to collect from our partners each quarter. There are of those agreements which are loyalty-based and so you will see some variability in terms of what will come in. But really, it's almost entirely related to just the structure of those agreements.

What we found is that those years were very strong for many of our partners and our partners took that as an opportunity when they were having strong years to up front some of the payments that they had in those agreements. What we looked at is, what's the total value and we're very comfortable with that total value.

But again, to answer your question, it's almost entirely related to the structure. Looking forward beyond 2020, I'd expect it to be roughly flat with what we show here. There are upsides. I think one thing that's we've talked about that's very difficult for us to predict is, is really what happens with China.

And again, how that happens and how those agreements are structured are going to be something that we'll work through. But hopefully that helps answer your question..

That's helpful. Thanks. Maybe a follow-up question is on the CryptoManager business. You announced the design with Micron at the end of last year and I think Micron just announced their product and services as a matter of fact just a couple of weeks ago.

Can you help us understand your revenue opportunity there? How do you think about the ramp? How would it look like and maybe compare and contrast with some of the -- well, I guess the other customer that you have announced in the past?.

Yes. Thanks Sidney. Just to clarify things, so our CryptoManager device key management system is the software foundation that Micron is using for the authentic key management services and for the IoT application.

So, it's nice to see that the product is being commercialized as every one of our CryptoManager deals, it's a combination of license to that customer. That sometimes is linked to volume tiers. And that's the kind of business model that we have. We cannot give more details than that. But it's a great opportunity for us.

The software foundation for the IoT services based on that memory, they just announced..

Okay. Maybe one quick question for me. In terms of the 5G side of things, we've been hearing, there's a lot of acceleration of 5G infrastructure build out and the expectations for 5G handsets has a quite high, maybe 200 million, 250 million units next year.

Can you help us understand how and when you will start benefiting from that kind of rollout?.

Yes, sure. That's a great question. We actually start to benefit from the deployment of 5G. One of the key interfaces being used in 5G systems is PCIe Gen 5 interface using 32 gig per second. So, a lot of the design wins that we have announced over the course of the past quarters actually used in SoC that are being used in 5G infrastructure.

So, the way we benefit from 5G is actually people designing SoCs with that type of interfaces that are required for 5G. In the call today, we mentioned several types of applications that are using our IP course. I would just add to this that these are with very large cap customers, trendsetters and one of them is actually addressing the 5G market..

Great. Thank you very much..

Thank you, Sidney..

[Operator Instructions] At this time, there are no further questions. I will now like to turn the conference back over to Luc..

Thank you, everyone, for your continued interest and time and have a good day. Thank you..

Thank you. This now concludes today's conference call. You may now disconnect..