Rahul Mathur
Analyst · Gary Mobley
Thanks, Luc. I'd like to begin with our financial results for the second 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 in line with our revenue and our earnings expectations. As you know, we've chosen to adopt ASC 606 using the modified retrospective method, which does not restate prior periods but rather runs the cumulative effect of the adoption through retained earnings as the beginning balance sheet adjustment. Our reported revenue amounts discussed herein are reflected under ASC 606. As a result, any comparison between second quarter 2019 results under ASC 606 and prior results under ASC 605 is not the best way to track our company's progress. Now that we're through our transition period, we will no longer be presenting results as if we continue to recognize revenue under the old standard. However, we will continue to provide additional operational metrics, such as licensing billings to give our investors better insight into our operational performance. We delivered revenue of $58.3 million and licensing billings of $64.9 million, in line with our expectations. We ended the quarter with cash, cash equivalents and marketable securities of $337.7 million, up $31.8 million from the previous quarter due primarily to cash from operations of $38.7 million. We delivered solid financial 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 memory and security. Now let me talk you through some revenue details on Slide 7. Revenue for the second quarter was $58.3 million, in line with our expected range of $57 million to $63 million, driven by execution in our product businesses. As we've mentioned previously, ASC 606 has material difference from the timing of revenue recognition for our fixed fee licensing arrangements. Our licensing business continues to perform well. It's the foundation of our success and remains core to our initiatives in both our Memory and Interface and Security businesses and will continue to generate cash in years to come. Royalty revenue for the second quarter was $27.1 million, while licensing billings was $64.9 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 Memory and Interface revenue was $45.5 million and our Security business revenue was $12.8 million. For our Payments and Ticketing business, we expect to close our transaction with Visa in the coming months as we complete regulatory approvals and other customary closing conditions. While this business is currently reflected in our operating results, to help minimize any confusion about the performance of our remaining businesses, we've removed approximately $11 million of revenue from Payments and Ticketing from the quarterly guidance we issued today. For Q2, revenue for Payments and Ticketing was roughly $6 million for the quarter. This was approximately $2 million lower than our initial expectations for the quarter as certain partners paused at the end of the quarter to digest the news that Visa will be acquiring this business. We continue to expect this business to grow to $35 million to $40 million in 2019 and be roughly breakeven. Let me walk you through our non-GAAP income statement on Slide 8. Along with our solid revenue performance in Q2, we met our profitability targets on a non-GAAP basis. Cost of revenue plus operating expenses, or what we referred to as total operating expenses, for the quarter came in at $64.1 million, below our expectations due to our cost containment actions and because certain expenses related to the sale of our Payments and Ticketing business will be accounted for as part of the transaction. We ended the quarter with a headcount of 772, down slightly from 785 in the previous quarter. We recorded $5.3 million of interest income related to the significant financing component from our fixed fee patent and technology licensing arrangements from which we have not yet received payment but recognize revenue under the new accounting standard. 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 noncash interest expense on our convertible notes, this resulted in non-GAAP interest and other income for the second quarter of $6.1 million. Excluding the interest income related to the significant financing component related to ASC 606, this would have been $0.8 million. Using an assumed flat rate of 24% for non-GAAP pretax income, non-GAAP net income for the quarter was $0.2 million or a diluted net income of $0.00 a share. Now let me turn to the balance sheet details on Slide 9. We are very pleased with the strength of our balance sheet. Cash, cash equivalents and marketable securities totaled $337.7 million, up $31.8 million from the previous quarter due primarily to cash from operations of $38.7 million. We expect to maintain our ability to generate substantial cash from operations in 2019 and beyond. This will be an important metric to monitor under ASC 606. Given our strong performance in the first half of the year, we expect over $100 million of cash from operations this year, while continuing to invest strategically in our patent portfolio and our growing [indiscernible]. We also expect to collect roughly $70 million from the sale of our Payments and Ticketing business in the coming months, net of expenses. Our cash balance positions us very nicely to take advantage of the current opportunities in our industry. Let me spend a few minutes to discuss our capital allocation strategy. As we've discussed previously, our capital allocation priorities are organic growth, inorganic growth and return of capital to shareholders. First, in terms of organic growth, our primary focus is to invest in our patent portfolio and our product programs. Rambus has a long legacy investing in R&D throughout our history, and our patents are foundational to our industry. As part of our strategic planning cycle, we have renewed our focus and investment on patent generation with an emphasis on key technology challenges facing the industry in the years to come. Our patents provide a strong platform for our investment in product development and innovation, and we believe that investing strategically in this area positions us to deliver long-term profitable growth. As we look ahead to our significant patent renewals in the future, we should note that while our typical licensing agreements last 5 to 10 years, our patents are valid for 20 years. Based on our strong track record, we remain confident in our ability to continue to renew with our partners at favorable economic terms in the future. Our organic product programs also continue to grow nicely. Our buffer chip revenue of $60 million was a quarterly record, as was our IP Cores revenue for the quarter. We've been disappointed with the performance of our Security business over the past year, nevertheless, based on our current customer engagements, we continue to believe in the market for embedded silicon and are confident our investments in an area more central to our core strength will pay off in our future. Second, in terms of inorganic growth, we were pleased to announce the acquisition of Northwest Logic. Our purchase price, including retention agreement, is approximately $30 million. This is highly synergistic and will integrate seamlessly into our existing IP Cores business; though this transaction will not materially impact 2019 results due to the expected timing of close and acquisition accounting, we do expect this acquisition to add roughly $10 million of accretive revenue in 2020. We continue to be very active in evaluating the M&A opportunities in our focus areas of high-speed interface, IP in chips and embedded security solutions. We will target complementary businesses that meet our strategic, financial and operational targets. Third, we've been very active in returning capital to our stockholders. Since 2015, we've driven $200 million to our stockholders through accelerated share repurchase programs. While we are currently exploring several exciting M&A opportunities to drive long-term growth, we will continue to consider share repurchase at the appropriate times. Let me now provide additional details about our balance sheet. At the end of Q2, we had contract assets worth $597.4 million, which reflects the net present value of unbilled AR related to licensing arrangements for 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 metric doesn't represent the entire value of our existing licensing agreements as several customers have royalty-based agreements that allow us to recognize revenue each quarter under ASC 606. As I mentioned previously, we entered into a share purchase agreement with Visa last month to acquire our Payments and Ticketing business for $75 million in cash. We expect to close in the coming months, pending regulatory approvals and other customary closing conditions. We classify the assets and liabilities for our Payments and Ticketing business as held for sale until the transaction is completed. The net carrying amount of this business as of the second quarter was $88.5 million, considering assets and liabilities. After considering the $75 million purchase price and approximately $3.5 million in transaction cost, we recorded an impairment charge of $17 million in our GAAP results in Q2. Of course, these numbers are subject to final working capital amounts once the transaction closes. Second quarter CapEx was $3.3 million and depreciation was $3.1 million. Looking forward, I expect roughly $3 million of CapEx for the third quarter and roughly $11 million for the full year of 2019. I also expect depreciation of roughly $3 million for the third quarter and roughly $12 million for the 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 third quarter on Slide 10. As a reminder, our forward-looking guidance reflects our current best estimates, and our actual results could differ materially from what I'm about to review. Going forward, we will only provide financial outlook under ASC 606. Future revenue under ASC 606 will be volatile from financial period-to-period due to the timing and structure of our licensing arrangements. We will continue to focus on leveraging our vast patent portfolio to maximize the value for our business as well as to provide the best economic structure. To offer additional transparency, we've also been providing information on licensing billings, which is an operational metric that reflects amounts invoiced to our licensing customers during the period, adjusted for certain differences. As you see in the supplemental information we provided on Slide 17 of our earnings deck, licensing billings closely correlates with what we've historically reported as royalty revenue under ASC 605. We'll continue to provide licensing billings as another operational metric to help our investors understand the underlying performance of our company. As I mentioned previously, because we expect to close the sale of our Payments and Ticketing business in the coming months, we've excluded that business in the guidance we have provided today. Similarly, due to purchase accounting and the timing of close, I do not expect Northwest Logic to have a material impact on our guidance for the third quarter. With that said, under ASC 606, we expect revenue in the third quarter between $41 million and $47 million. We expect royalty revenue between $13 million and $19 million. We also expect licensing billings between $58 million and $64 million. Excluding the Payments and Ticketing business, we expect Q3 non-GAAP total operating expenses, which includes COGS, to be between $54 million and $58 million. Over the remainder of 2019, we expect to keep operating expenses roughly flat and provide leverage to our financial model. We continue to expect that our buffer chip business will grow nicely in 2019 as we're executing at the run rate required for the $50 million to $70 million range we've discussed previously. While we cannot control the macroeconomic environment, we remain focused on our execution and are very pleased with our continued market share gain in our buffer chip business. Under ASC 606, non-GAAP operating results for the third quarter is expected to be between a loss of $16 million and $6 million. For non-GAAP interest and other income and expense, which excludes interest income related to ASC 606, we would have expected $0.8 million in income, which includes $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 the pro forma tax rate in 2019 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 taxes in our foreign jurisdictions. As a reminder, we pay roughly $20 million of cash taxes each year, driven primarily by our licensing arrangements with our partners in Korea. We expect non-GAAP taxes to be between a benefit of $4 million and $1 million in Q3. We expect our Q3 share count to be roughly 113 million basic and diluted shares outstanding. This leads you to between a non-GAAP loss per share of $0.11 and $0.04 for the quarter. While we do not issue annual guidance, as we have discussed previously, this year we have structural stepdowns in several of our long-term licensing agreements that impact our 2019 revenue. In balance, we've executed on growth and our product programs to offset these structural stepdowns. Therefore, we remain comfortable with current consensus analyst expectations on the bottom line for the fourth quarter of 2019. We will provide more detail about our business outlook at our Analyst Day on September 17 at NASDAQ in New York. We hope to see you there. Let me finish with a summary on Slide 11. We're 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're very pleased with the announcement of the sale of our Payments and Ticketing business with Visa and our pending acquisition of Northwest Logic. While we understand that ASC 606 added a 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 refocused our product portfolio around Rambus' core strength in the semiconductor industry, improved our operational efficiency and profitability, generated solid cash from operations and leveraged our strong balance sheet to support our strategic initiatives. We continue to focus on our growth drivers and are well-positioned for long-term profitable growth. With that, I'll turn the call back to Philip to begin Q&A. Could we have our first question?