JDS Uniphase's CEO Hosts Annual Meeting of Stockholders (Transcript)

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JDS Uniphase Corporation (JDSU)

November 14, 2012 12:00 pm ET


Martin A. Kaplan - Chairman, Member of Compensation Committee, Member of Corporate Development Committee and Member of Corporate Governance Committee

Andrew Pollack - Senior Vice President, General Counsel and Secretary

Thomas H. Waechter - Chief Executive Officer, President and Director

Martin A. Kaplan

Good morning. It is now exactly 9 a.m., and this annual meeting will please come to order. Welcome to the 2012 Annual Meeting of Stockholders of JDSU Uniphase Corporation, which is being held here at 690 North McCarthy, Milpitas, California. We're pleased that you're with us. I am Marty Kaplan, Chairman of the Board of Directors of the company, and I will presiding as Chairman at this annual meeting.

Let me move on to introduce the other directors and officers of the company, who are here today. Hal Covert, Rick Belluzzo, Keith Barnes, Penny Herscher. And Masood Jabbar is missing, he had a personal emergency that did not allow him to attend. We also have many of the company's senior officers here. I won't introduce them all, but you might just raise your hands, so our guests know where you are, right here in front.

Okay. Now that we've completed the introductions, let me proceed with the official business of the annual meeting. The agenda for this annual meeting is to vote on the matters presented to the stockholders of the company. After we adjourn the annual meeting, we will make a presentation. Tom will do that, and you will have an opportunity to answer -- ask and have questions answered. The audio portion of this annual meeting, as well as the presentation and the question-and-answer period after the annual meeting are being broadcast live on our website, and a recording of these proceedings will be available to listeners after the annual meeting has concluded.

Let me begin. It is now approximately 9:02 a.m. and the polls are open. I will now ask Andrew Pollack, our General Counsel, who will also be acting as the Secretary and Inspector of Elections for this meeting, to present the matters to the stockholders for the vote. As the Inspector of Elections, Mr. Pollock, will you proceed?

Andrew Pollack

Thank you, Mr. Chairman. There are 5 proposals to be voted upon.

First, the election of 2 Class II directors to serve until the 2015 Annual Meeting. The Board of Directors nominees are Richard Belluzzo and Harold Covert; second, to ratify the appointment of PriceWaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 29, 2013; third, to approve on the nonbinding advisory basis the company's compensation of its [indiscernible] executive officers; fourth, to approve an amendment for the company's Certificate of Incorporation to eliminate the classified structure of the Board of Directors; and finally, fifth, to approve amendments to the company's amended and restated 2003 Equity Incentive Plan to, among other things, increase the number of shares available under the plan by an additional 10 million shares and extend the term of the plan for an additional 10 years. The shareholders are entitled to vote at this annual meeting consist of the outstanding shares of our common stock on the record date for this annual meeting, which was September 17, 2012 and through the JDSU Uniphase special voting share indiscernible].

We will now proceed with the voting on these matters. Before we close the polls, if you did not turn in a proxy and would like to change your previous vote on any matters to be voted upon today, please raise your hand and a ballot will be a distributed to you. By completing the ballot, clearly mark your vote on the ballot, sign your name in the way your shares are registered. Put your name below your signature, and indicate the number of shares you own.

[indiscernible] proxy cards or ballots have been collected, [indiscernible] our secretary of the annual meeting. I'm pleased to report that the Notice of the Annual Meeting and the proxy statement for this annual meeting will now be available on October 2, 2012 all stockholders of record at the close of business on September 17, 2012. A copy of the latest [ph] annual meeting and an affidavit [indiscernible] will be filed with the minutes of meetings of the annual meeting, along with the list of stockholders and the minutes of the annual meeting. We will [indiscernible] on the record date first holding a duly executed proxy and such stockholders will vote on matters presented at this annual meeting.

[indiscernible] present at this annual meeting in person or by proxy, holders of common stock of the company and [indiscernible] Canada that are entitled to cast a majority of the 233,744,060 votes entitled to be cast at this annual meeting. A quorum is present. Since notice was duly given and a quorum is present, I announce that the polls are now closed.

I will now report the results. The votes cast for the election of the Class II directors show not less than 145 million votes for the election of Richard. Belluzzo and not less than 145 million votes for the election of Hal Covert, which represents in each case a majority of the holders of the company's common stock and exchange of shares entitled to vote at this annual meeting that are present in person or by proxy. Mr. Belluzzo and Mr. Covert have therefore been elected Class II directors to serve a 3-year term until the Annual Meeting of Stockholders in 2015.

Second, the votes cast in favor of proposal #2, ratifying the appointment of PriceWaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 29, 2013, are not less than 203 million votes, which represents the majority of the holders of the company's common stock and shares entitled to vote at this annual meeting that are present in person or by proxy. Accordingly, the appointment of PriceWaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 29, 2013, is hereby ratified.

Third, the votes cast in favor of proposal #3, the approval on a nonbinding advisory basis of the company's compensation of [indiscernible] executive officers, are not less than 119 million votes, which represents the majority of the holders of the company's common stock. [indiscernible] entitled to vote at this annual meeting that are present in person or by proxy. Accordingly, the compensation of the company's named executive officers is hereby approved.

Fourth, the votes cast with respect to proposal #4, approval of an amendment of the company Certificate of Incorporation to eliminate the classified structure of the Board of Directors, are not less than 159 million votes, which represent the majority of the holders of the company's common stock and shares outstanding as of the record date. Accordingly, the amendment of the company's Certificate Of Incorporation is approved.

Finally, the votes cast with respect to proposal #5, the approval of amendments for the company's Amended and Restated 2003 Equity Incentive Plan to, among other things, increase the number of shares available under the plan by an additional 10 million shares and extend the term of the plan by 10 years, are not less than 136 million votes, which represents the majority of the holders of the company's common stock and exchangeable shares outstanding as of the record date; accordingly, the amendments of the company's Amended and Restated 2003 Equity Incentive Plan capital are approved.

Chairman Kaplan, that concludes the report of the voting.

Martin A. Kaplan

Thank you, Mr. Pollock. The report of the Inspector of Election will be filed as part of the minutes of this annual meeting. We are now ready to adjourn the annual meeting. I will therefore entertain a motion for adjournment.

Is there a second? It is moved and seconded that the meeting be adjourned. All those in favor, say aye. All those opposed? I hereby declare that 2012 Annual Meeting of Stockholders adjourned.

At this point and before I turn the meeting over to Tom, I'd like to mention that this will be the last annual meeting that I will chair. I've had the opportunity to serve as Chairperson of the Board of Directors for 12 years. And effective tomorrow, Rick Belluzzo -- Rick, raise your hand again, will assume the position of chairperson as a natural rotation of the chairperson role. I will continue to serve as a Director of the company. On behalf of the board, I would like to congratulate Rick on his new role. The rotation of the chairperson position is another step in our continued focus on good corporate governance, which this year, also has included our transition to majority voting and the ballot measure, which we just reported on to declassify the board.

Tom Waechter, the President and CEO of the company, will now address you with a brief presentation. And again at the end, he'll entertain questions, which he will answer. Right, Tom? Okay, it's all yours.

Thomas H. Waechter

Thanks, Marty. And again, thanks for your many years of service as the Chairperson, very much appreciated.

So I'm just going to go through a quick overview for all those in the room. Again, welcome to our Annual Shareholders Meeting and for those that are on webcast this morning. So I'm going to start out with a video that I think really gives a good overview of what JDSU is all about. So let's -- it takes us a couple of minutes of video. I think it will be worth watching.


Thomas H. Waechter

I hope you enjoyed that video. It gives a better overview of what JDSU is all about. It really is an exciting place to work on a daily basis. The most rewarding part is [indiscernible] very rewarding for myself and all the employees.

I wanted to start out because it is all about people and leadership, and I believe we have a very strong leadership team here at JDSU. So I did want to take a minute because most of the leaders are here with us today, as just introduced, at least, those that are here with us. So let me start with Judy Kay. Judy, if you can stand up for a second. So Judy is in charge of Executive Operations and Corporate Strategy, and she's also in the last 4 years has headed our Innovation Council, which has contributed significantly to all the innovation that you saw in that video.

Brett Hooper, who's in charge, leader of our HR group, driving our employee engagement programs across the company; Rex Jackson, our CFO, in charge of Business Development; Andy Pollack, you heard from up front here, in charge of our legal group; Luke Scrivanich, who's here as well, in charge of our OS&P group based out of Santa Rosa; Alan Lowe, who leads our CCOP team; and David Heard, who's in charge of our CommTest group.

[indiscernible] Looking back at the end of our fiscal year '12, which ended in June, these were the main financial numbers or results. So we were at about $1.7 billion in revenue, down a bit from FY '11, which was really a strong year for us and most of the industry. So if you look at the 3-year trends, we were up about 31% over that 3-year period So some very healthy growth, and some of the technology you saw in the video is really driving that. We really come out with innovative technology and very differentiated technology that's solving some very complex problems for our customer base. And that's helped us to, not only grow our top line, but the next thing you'll see is the gross margin, seeing a very significant increase in our gross margins over the last 3 years that the number on the right, the 42% is gross profit, so it's in dollars, but a very significant increase in the profitability at the gross margin line over the 3-year period. Again, the result of a really good mix of new products.

We've been running well over 50% of our revenue from new products, which is really again contributed to this improvement. Our profitability -- and then I think, very importantly, at the operating margin line, we'll go back 3 years ago, we were about 3% operating income. Move that up to 9% last year, and it was over 300% increase in the operating in the profit dollars over that 3-year period. So I think [indiscernible] was introduced, combination of their leadership, the new products, the motivation of our entire company to keep moving the business forward and keep improving has resulted in some very nice trends there from a financial perspective.

We continue to have a very strong balance sheet. These are the numbers at the end of the fiscal year, so at the end of June. So I ended up with $752 million plus of gross dollars cash on our balance sheet. After you take out the short-term debt, we're over $441 million of net cash. We continue to increase that cash level. Last quarter, reported quarter, September quarter, we had over $43 million of operating cash flow, so we continue have very healthy cash flow from the business. And for the year at fiscal '12, we were over $119 million of operating cash flow from the business, so again, very strong performance. And I think very well positioned with our balance sheet to give us flexibility were we can reinvest into the business, whether it's that innovation you saw that's really driving us ahead of our competitors where we're taking market share, reinvestment in our people, training and development. And we have been doing acquisitions primarily for cash if you look at the [indiscernible] acquisition.

So if you look at our business, we're -- our core markets, we're in 3 major areas. And the first 2 on the left in the middle column, all about networks and especially broadband. So we do building blocks that help build out the networks and some very sophisticated technologies today, where we're adding agility and mobility, flexibility into those networks and then test equipment that helps enable those networks. The deployment of the network, helping to improve the quality of service on that network during a whole lifetime of the network and bringing down the operating costs for our customers' network operators. And then on the right-hand side, the anti-counterfeiting, which is mostly focused on bank notes and pharmaceuticals, 2 critical areas where we've seen a real increase in the amount of counterfeiting.

So if you look at detail across, mostly core businesses is well above $20 billion, so very healthy [indiscernible] and an area of strong growth for the company. We also take our technologies, and we tend to take our core technologies and move those into some adjacent and new markets where we can reuse that technology that are in new applications. Significant areas are high-power fiber lasers, so the fiber laser technology came out of the optical components business. And now we've developed a commercial laser product that runs as high as 4 kilowatts. So it can cut through very thick metals, very exotic types of metals at very high speed and lower power consumption.

That's about $1 billion TAM for that market. And then I think most of you know, we've been involved in gesture recognition now for a couple years, and we see the applications growing in that area. We now have 3 customers that we're working with in the area and gesture[ph] recognition on gaming, home entertainment, interface with things like computer system, laptops. That adds another $250 million of TAM.

So this is our time at JDSU. We have some market uncertainties out there. We're all familiar with what's going on in Europe and some of the sovereign banking problems, debt problems. Some of the issues we're working through there. China has been a little bit slow. We're all concerned about the fiscal cliff here in North America. But we remain bullish on the business. And I think again, you can see that in the growth we're seeing in the profitability in the company. The growth drivers are very strong in both the broadband area and as well as the anti-counterfeiting on the bank notes and pharmaceuticals, so very encouraging. And if you look at the projections for the growth in those areas, it's very strong.

We're very well positioned in those markets. We're typically #1, or a close #2 in our core markets that we play in, so very well positioned with our customer base there. And we have a scalable operating model. We work very diligently over the last 4, 5 years to really get to a more flexible and variable costs model, eliminating quite a bit of an overhead, more outsourcing of or manufacturing some of our repair services, et cetera. So we've been able to flex through the ups and downs in the market. I think that's showing up nicely in the cash flow. And then again, we have very strong balance sheet that gives us that flexibility. And we actually see it as a competitive advantage. You look around, a lot of our competitors, and you look at the state of their balance sheet, we think we're in much better position because there's a lot of flexibility going forward. Just a comment on a couple of those drivers. This is what gets us really excited on the networking and broadband side. Projection is that there will be 50 billion smart devices connected to the network by 2020. I have actually seen numbers that are 3x that. I think this is on the low end of it, and it's pretty amazing. I know David Heard has about 12 of them, he carries around at one time, so bringing that average up. And then video, it's going to be 60% of the traffic over the network by 2015. If you understand video, it really takes up a lot of capacity on these networks. So we're really encouraged because that's our sweet spot, and the demand drivers just keep growing, even if it's very explosive in the network area.

Then again the anti-counterfeiting side of things. We have tremendous technology. There's more and more counterfeiting going on in the currencies around the world. We're at about 120 different currencies around the world, and we continue to push new technology. This photo[ph] here is a piece of equipment that we installed in the July timeframe in our Beijing operation, and it's doubled our capacity to develop and manufacture these pigments that go into inks [ph], that go in to the bank notes. So we're seeing increased demand and we have increased our capacity to meet that demand today and for the future.

We really expanded our global footprint, and I think this -- map particularly highlights our R&D centers around the world. You can see we have a very good presence in most parts of the world, especially with our customers, our base. And specifically in the Asia region, we really beefed that up over the last 3 years as we do a lot of business, especially in China, Japan, India, et cetera. So I think we really positioned ourselves well to be close to our key customers in the main areas of the world.

I talked about innovation and the fact that we're running well over 50% of our revenue from new products each quarter in the areas associated with the network. On the left-hand side of the slide here are some of the innovative products from our CCOP group, and specifically, the optical components products. And again, a big focus is for us to compete or move up the food chain, get our products more integrated and really eliminate some of the competition. So as we go up that food chain and the products get more complex from a technology standpoint, they're able to bring more agility and flexibility into the network. There's less competition, so that's worked very well for us. The middle represents our PacketPortal products. It's one of the newest products that we've come out with on the CommTest side. And what it actually does, it's software product that can reside in any part of the network, and it brings visibility to the network operators today. A lot of the problems are out of the edge where these devices are connecting. And with the traditional large hardware probe systems, they're too expensive and they really can't physically fit out to the edge. Now we have a pure software product that can run on a small ASIC device throughout all parts of network. And we can actually give our customers' network operators' visibility in what's happening in their networks. So they know where they need to spend and how they can improve the performance of the network. It reduces their operating expenses because they have less truck roles going out to fix these problems. They can be retroactive from that perspective. And it reduces churn, which is very costly to the operators.

And then on the right-hand side, on the top is just an example of a kilowatt fiber laser that we talked about. And I get exposure to that pretty frequently, and you're just mesmerized. When you stand in front of the system, and we look at the speed, the cutting ability and the fact that it consumes 70% less power than the traditional method of cutting or welding, so has a really big market opportunity out there.

Just a sampling of our customers. Again, we don't have an over-dependency on any one customer that's good. And now customers, all those Tier 1 world-class customers, and they're spread around the world. They're telecom related customers or dataCom related customers, some commercial customers out there, customers in the enterprise space. So I think a really nice broad spread of customers based around the world.

We continue to get awards from our customer base, this one particularly is from Cisco. It's the support we gave them after the disastrous floods in Thailand a little over a year ago. How we responded, kept their business going, and they're able to continue to support their customer base. So we get, I would say, on a quarterly basis, we do get regular recognition from our customers. This is one example of that.

So if we just quickly summarize. We've seen a very improving financial performance trends from the company over the last 36 months, and we -- our plans are to continue that level of improvement as we look out into the future. Very well positioned in our core markets, and we see those as high-growth markets with very strong drivers. And I think we have a very good strategy, a winning strategy and a very focused team on what it takes to continue to gain market share and continue to improve and grow the business going forward.

So hopefully, that gives you an update on the business and a good snapshot of the business. And with that, we've got a few minutes here. We'll open it up. If there's any questions, we have a microphone, we'll pass it around. And I'll be happy to answer.

Question-and-Answer Session

Unknown Shareholder

You have this great company here, you're very innovative. Why doesn't Wall Street reward you for it?

Thomas H. Waechter

Yes, I won't get in to the, I guess a mode of speculating on stock price. But I think if we look at what Wall Street typically looks at, they're looking at growth, cash flow, how the company's performing and the trend. I do think we're seeing improving trends in all those areas. I think the market, the technology market itself, has been -- had some downward pressure. As I look out over the last 2, 3 quarters, we've seen some positive news recently out of AT&T, which tended to have some up in the market. They said over the next 3 years, they're going to spend $14 billion on investments in areas where we're focusing like wireless, deployment, things like LTE, backhaul for the networks. And then I think Cisco's earnings last night seemed to have a nice uplift in the market. So I think it's individual company performance, and I think it's also what's happening in the -- larger markets around us. So when we look at both of those aspects, I think that's what the Street is looking at. And looking forward, I think the markets themselves will improve. There needs to be spending in these areas. We're positive from that perspective. Yes?

Unknown Attendee

Tom, can you help us understand what you're looking for on R&D ROI? What kind of return? When I ask this question of the venture-capital community, a typical answer would be 3x to 5x in 4 years. And I actually track this number, R&D as a percent of revenue versus the shareholders' equity. And please keep in mind, your equity was about $25 billion in fiscal year 2000, and it's running around $1 billion now.

Thomas H. Waechter

Yes. Well, I -- fiscal year 2000, that's an unusual year for most companies, especially in the tax base. I think we are really in the a bubble period, So I wouldn't particularly go back and try to compare it to that period. But we do invest heavily in R&D and each one of our businesses is a little bit different because the product life cycles are different. If I take the OS&P group, they typically have longer product life cycles on the anti-counterfeiting technologies that typically run 10 to -- even 12 years in some cases. In an area like optical components, we are turning the technology every 1 to 2 to 3 years. As you can see, we're generating over 50% of our revenue from new products. So it -- the R&D spend is a little bit heavier in that area. We're running as a company approximately 15% of revenue on R&D, and we think that's about the right blend. If we look across our businesses, some are a little bit higher, some are less. And that's how we typically look at it. But we're really looking more primarily at what are those opportunities out there in front of us as far as the market, the market drivers, what our customers need to do in making sure we have the right technology for them. We do that both kind of on the shorter term. And as I mentioned earlier, we have this innovation council that looks out more in the 3 to 5-year periods. So we try to get a blend of those technologies that are needed immediately if we look out, and then also what's going to be needed in the next 3 to 5 years. And all that blend and like I said, typically runs about, I think, 15% of our revenue. So I think, for us, the important -- we call it, collaborative innovation is to really spend time with our customers, understand what their needs are, where they're going with their technology and how we can provide solutions to that. Again, we've done a great job with that, if you look at the growth of the new product in the areas where we've had clearly differentiated products where we've been to market. And in some cases, in Alan's team, we've had cases where we've had number of product out on the market 24 months plus, without any volume coming out of our competitors for those type of product. So we continue to drive through that differentiation and look for the right blend of investment and supporting our customers.

Unknown Attendee

How much pricing power do you have with your products? Can you price them liberally, or are you being pressed on by your customers?

Thomas H. Waechter

Yes, it's a really good question. Again, it varies by the product groupings. But I would say in the optical components business, as we have said publicly, we typically see about 10% to 12% ASP erosion on an annual basis. So there's quite a bit of pricing pressure in that part of the market. I think in the past, there's been a lot of competitors. The competitors have consolidated slower than actually the customer base. We're seeing that now accelerate, and we're -- the last quarter, we reported in September, we said that price erosion was right in the middle of the range at about 3.2%, so the normal quarterly is 2% to 4%. So there is pricing pressure in various parts of our business. Probably the more severe part is the optical components. We get into the anti-counterfeiting, there's probably less of that type of pricing pressure. But if you're asking me, can we go out and raise our prices tomorrow? It's very difficult in most of our product lines where I think we see the more flexibility as introducing these new differentiated products. That's where we see the pickup and the ability to price out in the market to get a decent return. And it brings our gross margins up. That's why we're constantly pushing the envelope on bringing these new products to market, so we can get reasonable price for it and get good gross margins, generate the cash so we can continue reinvesting for the business. So it varies. But typically across the businesses, we see reasonable pricing pressure. It's not easy to out and raise prices. Better way is really bringing out the new differentiated product that allow us to get a good return on our investment.

Unknown Attendee

What's the timeframe between an innovation and product introduction in the market?

Thomas H. Waechter

Yes, it does vary. But I'd say it's typically 18 to 24 months when we start. We conceptualize the design and the time we actually bring it to market is about 18 to 24 months would be the average. Some of the designs, were a little bit longer, some were a little bit shorter. The kilowatt fiber laser we talked about, we work with our partner, Amada, [ph] for about a 4-year [ph] period before that came to market. But that was something completely new. We used some existing technology but it's completely new platform. So that was probably on the long end of it. Some of the other products we can get out in the 12 to 18-month period.

Unknown Attendee

When you speak to the financial community, I'm curious about what metrics they indicate you need to improve in order to get higher valuation. And a question for you or any member of the Board of Directors or officers of the company. Can you tell me how many years in the last 15 years the company's been profitable?

Thomas H. Waechter

Sure, I'll be happy to do that. So I think as far as the metrics -- we talk to investors and analysts, we are looking at top line growth. We're looking at gross margin profitability for the cash flow or typically I think there's a very positive note on the improvement in gross margins and overall profitability of the company. I think the area of cash flow -- I think the main area is how the top line is growing even faster, and what we try to do a company is I mentioned, in right areas where there are strong drivers. We've also been pruning some of the older products out that we have a lot of competition on, and they typically have a pretty low gross margin. So we typically again look at the growth of the new products and profitable growth of the business, not just the absolute number in revenue. So you really have to look at the blend of that. And that's part of the discussions we have. I think the answer to your -- with your specific question is the value creation, I think, continue doing what we're doing on improvement in gross margin and profitability and the good cash flow, if we can accelerate the top line growth and that's profitable growth. I think that will bring some additional value. That's an area we're obviously focusing on in the company. From a profitably standpoint, as we track non-GAAP profit, I think we have been profitable for the last 5 years, at least 4 out of the last 5. In FY '11, we were profitable both GAAP and non-GAAP. But we have not, other than FY '11 from a GAAP standpoint -- I don't think has had a profitable GAAP year. Most of the analysts, most of the coverage because we're a technology company with quite a few acquisitions, it typically [indiscernible] on the non-GAAP. As you so when you look at the Street consensus, what the analysts are putting out there it is almost all non-GAAP numbers. We've had the last 3 years, from a non-GAAP standpoint, has been the most profitable in the last decade of the company for sure. So we've seen that nice improvement. If it's just the 1 year, if you're looking at GAAP, it's FY '11. Anyone else? I'll give you the microphone.

Unknown Attendee

You mentioned the total available market. And I believe you said it was an excess of 20 billion for about 3 of the core and then 2 new emerging. I'm curious, you didn't mention the other half of the total serviceable available market. Can you talk about what you can actually service?

Thomas H. Waechter

Yes. The SAM is about half of that, I would say, in total, approximately, that we're able to service. It's a rough number, about half of that.

Unknown Executive

Just wanted to offer, for those interested, we've actually set up a small innovation [indiscernible] straight after this. So if you want to just join me after meeting, I can take you around in our main building where the product we have on show in some innovation engines that we're kind of demonstrating. So more than welcome to join us [indiscernible]. 5 to 10-minute walk, just a couple blocks down with our main headquarter around building.

Thomas H. Waechter

Okay. Anything else? Very good questions. I appreciate your attendance today, and thanks for your attendance in JDSU.

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