Rahul Mathur
Analyst · Paul Coster with JP Morgan. Please go ahead
Thanks Ron. And thank you all for having me at Rambus. Over the past several weeks since joining, my enthusiasm for our Company and the opportunities we have ahead of us had simply grown each day. I generally believe we have a unique opportunity to leverage our decades for technology leadership as we take advantage of the trends we’re all seeing in cloud infrastructure, particularly the data center and mobile edge. I’m delighted to be part of such a vibrant focused and confident management team as we execute on our strategy. And with that, I’d like to turn to our financial results for the quarter. I’d like to remind everyone that for this call and for internal assessment, we use non-GAAP or pro forma numbers to discuss our operating results, as well as forward projections. We believe these numbers are more indicative of our performance since they exclude certain discrete items such as stock-based compensation, amortization, impairment and restructuring charges, as we believe these expenses or charges are non-cash or not indicative of long-term performance. As noted earlier, we have provided a reconciliation to the most comparable GAAP measures on our website in the press release and presentation. Our numbers for this quarter reflect the mid-quarter close of the Snowbush and Inphi Memory Interconnect Business transactions. Let me start with some highlights on slide five. Our revenue shows execution on our key initiatives and we see growth occurring through both, acquisitions and new product development. We closed the acquisitions of the Inphi Memory Interconnect Business and Snowbush IP assets, and these obviously had an impact on our quarterly financials. We also see many opportunities ahead of us. There is significant demand for our products and we’re well-positioned to take advantage of industry mega trends towards cloud computing, particularly in data center and mobile edge, as Ron mentioned. Now, let me take you through some revenue details on slide six. Revenue for the third quarter was $89.9 million, above the high-end of the updated guidance we gave at our Analyst Day of $84 million to $89 million, a 17% increase over the second quarter and up 21% from a year ago. The key reasons we’re above our guided revenue range is incremental license agreement signed at the end of the quarter, execution by our new businesses, and an element of conservatism. The growth from Q2 is driven by incremental licensing and from the acquisitions we closed midway through the quarter. Year-over-year growth was driven by memory products and security technology development products as well. Going into additional detail for the third quarter, our memory and interface revenue was $63.1 million, security was $22.5 million, and our lighting and display technology revenue was $4.2 million. Quarter-over-quarter, these numbers represent an increase of 16% for MID, 37% for our security division and a decline of 25% for LDT. Year-over-year MID revenue increased by 14%; our security division increased by 84%; and lighting business declined by 32%. Given the orders and backlog we have, we expect LDT to bounce back to Q4 levels -- bounce back in Q4 to Q2 levels. The increase in revenue from our memory and security divisions was driven by additional contract and other revenue and our acquisitions. As we look ahead, we’re on track to meet our internal revenue targets for each of our acquisitions in 2016. Now, let me walk you through our pro forma income statement on slide seven. As a reminder, the reconciliation to our GAAP financials is available in our press release and the earnings presentation. In addition to delivering solid revenue growth, we also kept our expenses lower than anticipated through efficient integration management. Cost of revenue plus operating expenses were what we refer to as total operating expenses, for the quarter came in at $60.8 million, at the lower end of our guided range of $62 million to $65 million, $10.3 million or 20% above the previous quarter, reflecting our acquisition. In terms of headcount, we ended the quarter with headcount of 773 as compared to 622 in the previous quarter and 527 a year ago. Again, the increase in headcount is related to the new employees we welcomed to Rambus through our acquisition to support our growth. Higher revenue and lower operating expenses led to operating income of $29 million, above the high end of the guidance $19 million to $27 million and an increase of 11.7% quarter-over-quarter and 5.7% from a year ago. We’re pleased with our execution on integration. After adjusting for non-cash interest expenses on the convert, pro forma interest and other expenses for the third quarter were $1.4 million as compared to $0.4 million in Q2 of 2016. Q2 included an FX gain related to the acquisition of Bell ID and Ecebs. Using the flat rate of 35% for pro forma pretax income, net income for the quarter was $18 million or $0.16 a share compared to $16.7 million last quarter and $17 million a quarter ago. We are proud of the solid execution from our team. Now, let me turn to the balance sheet details on slide eight. Overall cash defined as cash, cash equivalents and marketable securities were a $150.8 million, a decrease of $108.5 million from the previous quarter, largely related to a $122 million used for our acquisitions. During the quarter, we generated approximately $11 million in cash from operations. Excluding the impact of the acquisitions, our cash flow from operations was approximately $20 million for Q3 2016. We also saw accounts receivable increase $15 million to 26.4 million, this increase was again primarily related to higher revenue as a result of our recent acquisition and timing of payments in the quarter. In the first three weeks of the fourth quarter, we’ve already received $14 million in cash and expect strong operating cash flow in the fourth quarter. We also had $7 million of inventory exiting the third quarter most, of which is buffer chip inventory. While this isn’t large enough to be called out separately in our financial statement, it is the use of cash in the quarter and something we will manage going forward. Let me give you some additional details regarding the purchase accounting for our acquisitions. We completed the purchase accounting for Inphi and Snowbush during Q3 2016 and accordingly recorded the assets and assumed liabilities of these companies within our balance sheet at the respective fair market value as of the acquisition dates. The difference between the purchase price and the net assets acquired is attributed to goodwill. Intangible assets of a $165 million increased by $64 million quarter-over-quarter including roughly $50 million from Inphi and roughly $25 million from Snowbush, net of roughly $10 million of amortization. Goodwill of $208 million increased $45 million quarter-over-quarter including roughly $33 million from Inphi and $14 million from Snowbush. Overall, we believe we have a strong balance sheet with limited debt, and we expect to continue to generate consistent cash from operations. Now, let me turn to our guidance for the fourth quarter on slide nine. Our forward-looking guidance reflects our best estimates at this point of time and our actual results could differ materially from what I’m about to review. We expect revenue in the fourth quarter between $94 million and $98 million reflecting a full quarter of contribution from our acquisitions as well as the linearity of our base business. Now, given that a substantial portion of our revenue is related to licensing agreements, we don’t exhibit the same seasonality as other semiconductor businesses that have a larger mix of product revenue. Nevertheless, we looked over the past several years and did identify some high level trends that help explain our linearity over the course of the year. On average, we find Q4 up 2% over Q3, Q1 down 2% from Q4, Q2 down another 5% from Q1, and then Q3 up 5% on Q2. Of course, this would indicate no growth or decline, it does not reflect the impact of any acquisitions, but it is the rule of thumb to use as we try to model our quarters. Looking ahead to Q1, revenue therefore, while the base business may see a seasonal decline, this could be offset by growth from our acquisitions. Obviously, we’ll know more as we progress through the quarter. Now back to Q4, we expect Q4 non-GAAP total operating expenses, which again include COGS, to be between $65 million and $68 million. These expenses again reflect a full quarter from our acquired business and 1 million to 2 million of integration related expenses which will continue through Q4. Looking forward to Q1, we typically see almost $3 million of additional expenses related to payroll taxes and other expenses that impact most companies in the first quarter. Non-GAAP operating income for the fourth quarter is expected to be between 26 million and 33 million. We expect roughly a $1 million in non-GAAP interest and other income and based on the 35% pro forma tax rate we expect between $9 million and $11 million in taxes. We expect our share count in Q4 to be roughly 114 million fully diluted shares outstanding, which leads you to between $0.14 and $0.18 of non-GAAP earnings per share for the quarter. Looking ahead to 2017, our new acquisitions are ramping to our expectations and we’ll maintain our long term focus on profitable growth. Due to the changing dynamics of our businesses, we will no longer be issuing annual guidance but we’ll continue to provide quarterly guidance going forward. With that said, as we look at forecast from our sell side analysts that have included the revenue contributions from our recent acquisitions, we’re comfortable with their revenue estimates for 2017. Now, let me finish with the summary on slide 10. I’m pleased that we continue to make progress on our strategic initiatives. We’re focused on key technology megatrends, driving opportunities in the data center and mobile edge. We have executed well and are growing profitably through strategic acquisition and execution on key programs. We have a large, predictable, high margin revenue base and we have a strong balance sheet to support our strategic initiative. You can see demand for our product portfolio and we’re ready to execute. Now with that, I’ll turn the call back over to Candan, to begin Q&A. Candan, could we please have our first question?