Micron Technology (NASDAQ:MU) Discussion on Acquisition of Intel's Interest in IM Flash Technologies LLC Broker Conference Call October 18, 2018 5:00 PM ET
Farhan Ahmad - Senior Director, IR
Manish Bhatia - EVP, Global Operations
David Zinsner - SVP & CFO
Amit Daryanani - RBC Capital Markets
John Pitzer - Crédit Suisse AG
Romit Shah - Nomura Securities
Aaron Rakers - Wells Fargo Securities
Blayne Curtis - Barclays Bank
Weston Twigg - KeyBanc Capital Markets
Kevin Cassidy - Stifel, Nicolaus & Company
Good afternoon. My name is Latif, and I will be your conference facilitator today. At this time, I would like to welcome everyone to Micron Technology's update call. [Operator Instructions]. Thank you. It is now my pleasure to turn the floor over to your host, Farhan Ahmad, Head of Investor Relations. You may begin your conference.
Thank you, Latif. Good afternoon, and thank you for joining our call regarding Micron's intent to acquire Intel's interest in our IM Flash Technology joint venture. On the call with me today are Manish Bhatia, Executive Vice President and Global Head of Operations; and Dave Zinsner, Chief Financial Officer. Our CEO, Sanjay Mehrotra, is unable to join the call today due to prior commitments related to the events planned to mark our 40th anniversary.
Today's call will be approximately 20 minutes in length. Our call today will be focused on discussion regarding our intent to acquire IM Flash Technology, and we will not be answering any questions that are unrelated to today's announcement. This call is also being webcast from our Investor Relations website at investors.micron.com. A webcast replay of this call will be available on our website later today.
As a reminder, the matters we will be discussing today include forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from statements made today. We refer to you documents we filed with the SEC, specifically, our most recent Form 10-K, for a discussion of risks that may affect our future results. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after today's date to conform these statements to actual results.
I'll now turn the call over to Manish.
Thank you, Farhan, and thank you to everyone who's joining us today on short notice. I'm pleased to share with you our decision to exercise our call option to acquire Intel's interest in the IM Flash joint venture, which includes the manufacturing facility in Lehi, Utah. We believe that this acquisition will accelerate our commercialization of 3D XPoint and future emerging memory technologies, which will benefit our customers and provide an attractive return on investment to our shareholders. This acquisition provides Micron with a well-established development and manufacturing facility that is equipped to produce 3D XPoint memory and a highly skilled workforce with a proven track record of strong innovation and execution capabilities. This transaction demonstrates Micron's commitment to 3D XPoint solutions and confidence in our emerging memory technology road map, which will enable our customers to create significant value in a broad range of markets, particularly artificial intelligence and big data analytics applications.
IM Flash Technologies, also referred to IMFT, is a joint venture that Micron established with Intel in 2006 to manufacture NAND flash memory. IMFT today exclusively manufacturers 3D XPoint products, and our agreements with Intel allow IMFT to only manufacture products that are based on jointly developed technology.
Earlier this year, Intel and Micron announced that we have decided to end our joint development of 3D XPoint after the completion of our second-generation node, which is expected to occur in the second half of fiscal 2019. Following the end of joint development with Intel, Micron will continue to pursue our own road map of emerging memory products, and we plan to introduce new products that we based on our independently developed technology.
Through this transaction, Micron will secure capacity for 3D XPoint production and will gain the flexibility to develop and manufacture other technologies at this facility. Keep in mind, the Lehi facility is the only fab in the world that currently manufacturers storage-class memory in volume. After closing, employees of IMFT will become part of Micron and will help us accelerate our technology road map on 3D XPoint and other emerging memories.
Following the close of the transaction, there are certain supply agreements that come in effect and will extend for a period of one year. We will also continue to have the opportunity to sell 3D XPoint wafers to Intel on a foundry basis. Consistent with our prior commentary, we expect to introduce 3D XPoint products in late calendar 2019 with revenue ramp starting in calendar 2020. The expected closing of this transaction lines up well with the start of our production ramp as well as the timing of pilot capacity requirements of our next-generation emerging memory products.
With that, I will pass it over to Dave to go over the financial considerations of this intended transaction.
Thanks, Manish. Turning to financial implications. Given that we already consolidate IMFT in our financial statements, we don't expect a meaningful impact to our profitability in the near term. We expect to continue to have the underutilization charges consistent with current levels through the end of fiscal 2019. Having said that, ownership of the Lehi fab gives us greater operational flexibility to better manage our utilization after the close of the transaction.
We can exercise the call option starting January 1, 2019, and the time line to close the transaction is between 6 and 12 months after the date Micron exercises the call. Intel will choose the exact closing date within that 6 to 12 month window.
At the time of the acquisition, we expect to pay approximately $1.5 billion for Intel's noncontrolling interest in IM Flash and the elimination of IM Flash member debt. While this debt at the time of closing might change, IM Flash member debt was $1 billion at the end of fiscal 2018. We expect to use cash on our balance sheet for the transaction and plan to continue with our previously announced stock buybacks, which we continue to fund through our free cash flow. Additionally, we continue to expect capital expenditures to be $10.5 billion, plus or minus 5% in fiscal 2019, and our long-term CapEx model should remain unchanged in the low 30s as a percent of revenue.
To summarize, for our $1.5 billion investment at the close of this transaction, we're getting full ownership of a fab in which Intel and Micron have jointly invested over $6 billion since its inception and are reducing member debt to zero on our balance sheet. In addition, we're bringing on board a highly skilled team of IMFT employees who will help us accelerate technology development and commercialization of our emerging memories.
This investment also secures 3D XPoint capacity, while increasing our operational flexibility. We believe this investment will allow us to enable exciting technologies for our customers while providing an extremely compelling return on investment to our shareholders.
Latif, with that, we'll open it up for questions.
[Operator Instructions]. Our first question comes from the line of Amit Daryanani of RBC Capital Markets.
Just a question for me. So Dave, I think in the past, you guys have talked about a 100 basis point headwind from the model from underutilization of these assets, and I think you and Manish both talked about operational flexibility that's enhanced once you are done with this transaction. So is the sense that the 100 basis points margin headwind could abate a lot sooner than calendar '20, I guess, perhaps when you start to get some revenues over there? Or how do I think about that margin headwind? And what is the operational flexibility will it provide you guys from here?
That's a good question. So obviously, from here until whenever the close occurs, we would expect to continue to have roughly that 100 basis point or so headwind from the underutilization of our capacity at the IMFT fab. And then really, like I said, we do get some flexibility, which we'll try to manage. I think it's a little early to tell exactly what sort of benefit we might get. Clearly, the most impact we can have is when our products get introduced and we start to ramp those. And as Manish mentioned, we expect to introduce products in late 2019 and start to see those ramp in 2020. And I'd say that's probably the bigger factor in terms of seeing those underutilization charges go away.
Our next question comes from the line of John Pitzer of Crédit Suisse.
Congratulations on the transaction. Manish, I'm just kind of curious. Relative to supply agreement, that 12-month agreement, I'm assuming, kicks off when the deal closes. One, is that correct? And two, just relative to your own progress of controller technology on 3D XPoint, how do we think about kind of the time line for you to have product in the market and qualification? And kind of where are you on the controller technology, especially for using 3Ds in a DIM format - 3D XPoint on a DIM format?
So thanks for joining, John. Yes, that's correct that the supply agreement that we referred to would begin at the closing of the transaction and will continue for 12 months, and there are certain terms around how that supply from us to Intel would work. And with regard to our progress, as we've mentioned, we're making good progress on developing our system-level products, which includes the capability for a controller to be working with our memory to be able to be used in different types of system applications. And we feel like we're on track to be able to have introduction of those in - at the end of calendar 2019.
Our next question comes from the line of Romit Shah of Nomura.
So Dave, you mentioned that you're paying about $1.5 billion for the asset and then you're also taking on an incremental $1 billion of debt. Can you just talk about valuation and why it made sense from that perspective? And then as a follow-up, you alluded to the fact you're going to be selling wafers to Intel for up to a year. Can you quantify for us how much you think you'll be able to recover by supplying wafers to Intel?
Okay. So let me go back and clarify a little bit what I said. So as far as the actual purchase price, it's $1.5 billion. That would include the reduction of any IMFT debt that's outstanding at the time of the transaction. We don't know exactly what the amount will be at the end of the transaction, but what we can tell you is that, at the end of the fiscal year that we just ended, it was $1 billion on the balance sheet. The valuation is mechanical in that it's determined based on the agreement. What we'd call it for, it was - it represents the - Intel's portion of the contribution into that - into the IMFT fab, and so we repay that. But what we did do is we ran the calculus on whether we thought that felt like a good deal for us. And as I mentioned, we're going to get a fab that $6 billion has been invested in.
We think the ROI on this is going to be very good based on our projections. And we get essentially 100% ownership of the only 3D XPoint fab right now in the world in a location that's perfect for us proximity wise to our Boise location where a lot of the tech development is being done. And then on top of that, we have a very skilled workforce there that has been doing this for a decade that I think really makes this attractive for us. So in any event, that's kind of the puts and takes of it. As Manish mentioned, we do have the supply agreement. I think it's early to tell exactly how much supply. There are some mechanics within the agreement, but they can have slight modifications to it based on how things go. So we'll kind of see how it goes. Like I said, I think, for us financially, this is probably relatively neutral to us initially, and then, of course, as we ramp up our products, it's going to be very positive for us and a very good return ultimately.
Our next question comes from the line of Aaron Rakers of Wells Fargo.
I think in your recent 10-K filing, there's a disclosure that the IMFT sales to Intel were about $500 million for this past fiscal year. As we look out and think about the supply agreement beyond the 12 months, am I to assume that those sales come into the model at a healthier margin relative to what that $500 million would come into the model today? Any kind of color on how we should think about that framework?
So again, some of it is dependent on what the partner decides ultimately in terms of the supply. So I don't know whether it will end up being different than the $500 million, but our best read on it is that there won't be a material change as we transition from a joint venture relationship to a supply relationship. Obviously, when you have a supply, you get some cost plus opportunity there, but we haven't disclosed those details and don't intend to.
And as a quick follow-up, could you give any metrics of the Lehi, Utah facility? How - any kind of wafer starts per month? Or any kind of framework of what the capacity looks like in that fab?
So thanks, Aaron. As you know, this was a fully populated 2D NAND fab for us for a better part of the last decade, and then now we've transitioned it fully over to 3D XPoint technology. We won't get into the kind of the specifics on the capacity, but I will tell you that we feel very good about the potential for us, both the timing of when we're acquiring this capacity or expected to acquire the capacity kind of lining up with the time that we're starting the revenue ramp of our products and that we feel between that capacity and available additional space within the facility, we can support growth requirements of those products as they become adopted after - in 2020 and beyond.
Our next question comes from Blayne Curtis, Barclays.
I was just kind of curious on future road maps, gen 3 and beyond. I know you won't comment on what Intel plans to do. I'm just kind of curious what the status of the IP that was developed within this flash entity for the first few generations and what access Intel may have to that.
So thanks, Blayne. So certainly, both parties have developed this technology together and will have access rights to the jointly developed technologies. So Intel and we would share that. Keep in mind that the technology and the process manufacturing has all been done exclusively in the Lehi facility and in our Boise technology development facility in terms of the core process modules and integrated - integration and then volume production. So significant part of that would come with the IMFT transaction.
Our next question comes from Weston Twigg of KeyBanc.
Just as a follow-up to that, I'm curious, you said second-gen JV will be completed by second half 2019, and then you move to Micron's own road map. When you do the ramp in Lehi for your own production ramp, do you expect that to be on that second-gen technology? Or would you be on, potentially, your own technology and maybe having to produce the second gen for Intel and your own version of the product simultaneously in the same fab?
Yes. So we actually intend to be ramping our - those initial products we've been referring to in - introduction in 2019 and ramp in 2020 on the second generation that's jointly developed with Intel. So that - this capacity that we're acquiring actually fits very nicely with that production requirement. And then beyond that, we will be introducing our own sort of independently developed emerging memory technology as a follow-on, and that would be the - for follow-on products after those initial ones that are ramping in 2020.
Got it. That's helpful. Just real quickly, the follow-up. Can you help us understand how much you need to invest in the fab during the ramp to support that 2020 ramp just in terms of maybe a dollar amount or wafer amount?
I don't think we're going to give specific details on that. It's far enough there, but I think that the - we feel good that the $1.5 billion relative to the assets that we're acquiring and the capacity that would come along with that for the existing 3D XPoint technology will be able to provide us with a good baseline to be able to begin our production ramp.
And when we built our model of kind of low 30% CapEx, this - all these kind of things were contemplated in it, and so it's not additive for sure.
We have time for one more question.
Our final question comes from the line of Kevin Cassidy of Stifel.
Can you give us any more details about the other emerging technology? I think you said it was going to be internally developed? Or will you acquire outside of Micron? And is it persistent memory, nonvolatile memory or somewhere in between?
We're not going to give - Kevin, we're not going to give a lot - obviously that is going to be confidential, but what we announced earlier this year is that we would be - each party would be independently developing the follow-on generation to the second generation of 3D XPoint. And so that follow-on generation will be independently developed by Micron, and then we would look to introduce it. And we believe that the timing - the expected timing of the close of this transaction will give us - the Lehi facility will be a terrific choice for us to put pilot production of that next-generation technology with it being close proximity to our Boise development fab where our technology is developed.
Ladies and gentlemen, this concludes today's conference. Thank you for your participation, and have a wonderful day. You may disconnect at this time.