SiRF Technology Holdings Inc. Q4 2008 Earnings Call Transcript

Feb.11.09 | About: SiRF Technology (SIRF)

SiRF Technology Holdings Inc. (SIRF) Q4 2008 Earnings Call February 10, 2008 9:00 AM ET

Executives

Dennis Bencala - CFO

Dado Banatao - Executive Chairman and Acting CEO

Kanwar Chadha - Founder and VP of Marketing

Analysts

Adam Benjamin - Jefferies & Company

Nick Gaudois - UBS

Jeff Rath - Canaccord Adams

Operator

Good day and welcome to the SiRF Technology's Conference Call to discuss the Q4 2008 financial results and its merger announcement. At this time, all participants are in a listen-only mode. Later you will have the opportunity to ask questions during our Q&A session. (Operator Instructions.) Please note that this call may be recorded.

I would now like to turn the call over to Mr. Dennis Bencala. Please go ahead, Sir.

Dennis Bencala

Good morning. This is Dennis Bencala, Chief Financial Officer at SiRF Technology. Welcome to our fourth quarter 2008 Earnings Call and merger announcement. Please see our Q4 earnings release and the merger announcement that were issued earlier today and are also available on SiRF's website. Participating on the call today with me will be Dado Banatao, SiRF's Executive Chairman and acting Chief Executive Officer, who is joining us internationally; John Quigley and Rob Baxter, Vice Presidents of Engineering; and Kanwar Chadha, our Founder and Vice President of Marketing.

First, Dado will provide an overview of the merger transaction we announced today. Then I will take you to the numbers and guidance for our fourth quarter; finally, Kanwar will provide further details on the strategic benefits of our planned combination with CSR.

Before I begin, I must mention that this call will contain certain forward-looking statements that represent the current expectations and beliefs of management of SiRF concerning our financial results and the outlook in the proposed merger of SiRF with CSR. These include statements relating to anticipated financial and operating results, cost savings and other statements, and words such as anticipate, believe, plan, estimate, expect, intend, will, should, may, and other similar expressions.

The forward-looking statements we make in this call, including our projections for Q1 2009, are based on our current expectation, including changes in our organization and strategic product development and planning and benefits related to these changes, and assessment related to revenue, gross margin, operating expenses, litigation expenses, DSO, tax rate, earnings per share, our product portfolio, and the strength of our company among others. These statements are not guarantees of future results and are subject to a significant number of risks and uncertainties.

These risks and uncertainties include:

the ability to obtain approval of the transaction by SiRF's stockholders and CSR's shareholders;

the ability to obtain governmental approvals of the transaction, or satisfy other conditions of the transaction;

the ability to realize the expected synergies from the transaction in the amount or in the timeframe anticipated;

the ability to integrate SiRF's business into those of CSR's in a timely and cost-effective manner;

the combined company's ability to develop and market a multifunction radio product;

weak current economic conditions and

the difficulty in predicting sales, even in the short-term.

Factors affecting the quarterly results of each company are our sales cycles, price reductions, dependence on and qualification of foundries, production capacity, uncertainty of demand, customer relationships, our product warranties, the impact of legal proceedings, and the impact of litigation. We ask that you keep these in mind in relying on any such statements of expectations. Information provided here speaks only as of this date, and SiRF disclaims any duties to update the information herein.

For a more thorough discussion of the risks to which these forward-looking statements are subject, please refer to our press release from earlier today and our periodic reports filed with the SEC including our current reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Report on Form 10-K. In particular, we refer you to "Item 1A, RISK FACTORS", of our Quarterly Report on Form 10-Q for the quarter ended September 27, 2008. In addition, on this call and in our press release from earlier today, we discuss our financials on both the GAAP and non-GAAP basis.

The non-GAAP financial measures included in our press release today and discussed on this call are included with the intention of providing investors with a more complete understanding of our operational results and trends which should only be used in conjunction with results reported in accordance with GAAP numbers. The non-GAAP financial measures should enable investors to analyze our base financial and operating performance and to facilitate period-to-period comparisons and analysis of operating trends.

Non-GAAP measures presented and discussed today in our release, presentations, and similar documents issued by us, exclude such charges as stock compensation, amortization of acquisition related intangible assets and certain non-recurring non-cash impairment charges. A detailed reconciliation of the adjustments between results calculated using GAAP and non-GAAP has been included in our press release.

Before I get into the details on the quarter, I would like to introduce Dado, who will share his perspectives on our announced merger with CSR. Dado?

Dado Banatao

Thanks, Dennis. This is Dado. Thank you all for joining us on this momentous day for SiRF. I am pleased to announce that SiRF will be merging with CSR in a stock-for-stock deal valued at $2.06 per share for SiRF stockholders. For those of you who are unfamiliar with CSR, CSR is a leading global provider of connectivity solutions, including Bluetooth, FM and WiFi technologies. [Technical difficulties]

Dennis Bencala

Hello. This is Dennis Bencala. It appears that Dado is having connectivity problems with his call. Kanwar will continue with the information.

Kanwar Chadha

Yeah. Just a brief introduction to CSR for those of you who are not familiar with it. It is a leading global provider of connectivity solutions, including BlueTooth, FM, and WiFi, some of the most important connectivity technologies. CSR silicon and software solutions incorporate fully integrated radio, baseband, and microcontroller elements.

CSR's customers include industry leaders such as Nokia, Samsung, LG, Apple, RIM, Sony, Garmin and Fujitsu, among others. Our transaction unites two market and technology leaders in their respective fields, who together will be able to deliver a broad portfolio of innovative products that are critical to the rapid evolution of consumer electronics, mobile phones, mobile computers, and automotive devices.

We are excited about the market opportunity, which is being driven by growing consumer demand for greater functionality in mobile products. Now I would like to turn the discussion over to Dennis to summarize our Q4 financials.

Dennis Bencala

Thank you, Kanwar. Now let me briefly summarize our quarterly results. SiRF recorded revenues for the fourth quarter 2008 of $47.3 million. The fourth quarter 2008 sales breakdown by product platform was slightly less than 60% in automotive, approximately 35% in wireless, and approximately 10% in consumer platforms.

Q4 revenue was comprised of $44.1 million of product sales and approximately $3.2 million of license, royalty, and service fees.

SiRF's GAAP gross profit for the fourth quarter 2008 was $19.2 million, or 40.6% of net revenue. Q4 GAAP profit includes stock compensation charges of $0.3 million and amortization of acquisition-related intangible assets of $2.3 million.

SiRF's non-GAAP gross profit for the fourth quarter 2008 was $21.8 million, or 46.1% of revenue. Q4 non-GAAP gross profit excludes stock compensation charges of $0.3 million and amortization of acquisition-related intangible assets of $2.3 million. However, the non-GAAP gross margin does include the write-off of excess and obsolete inventory.

SiRF's GAAP net loss for the fourth quarter 2008 was $17.4 million, or a loss of $0.28 per share on 62.6 million diluted weighted average shares outstanding.

The fourth quarter 2008 net loss includes $9.1 million of stock compensation expense, $3.3 million in amortization of the acquisition-related intangible assets, $2.1 million of restructuring charges, a $0.9 million gain on the spinoff of SiRF Sweden, and $6 million for the release of funds held in escrow in connection with a previous acquisition.

We recorded a non-GAAP net loss for the fourth quarter 2008 of $9.8 million, or a loss of $0.16 per diluted share. Non-GAAP net loss for the third quarter of fiscal 2008 excludes $9.1 million of stock compensation expense, $3.3 million in amortization of acquisition-related intangible assets, $2.1 million of restructuring charges, a $9 million gain on the spinoff of SiRF Sweden, and $6 million for the release of funds held in escrow in connection with a previous acquisition.

Our GAAP operating expenses were at $43.6 million, down from $46.9 million in Q3 2008, a decrease of $3.3 million.

SiRF had two 10% or greater customers, a direct customer in Promate, our Taiwanese distributor, which supplies several of our PND customers, as well as other Taiwanese OEMs.

Headcount at the end of the fourth quarter was 571, versus 652 at the end of Q3 2008. The reduction in headcount is a result of the additional reduction in force announced in December, and to a lesser extent, some employee attrition.

Q4 DSO was 32 days, compared to 55 days in Q3. The decrease in DSO is primarily due to robust collections as well as higher sales volume in the beginning of the quarter. Inventory turns in Q4 were at 6.3, down from 6.7 in Q3 as the company continues to manage its inventory. However, due to sales – lower sales volumes, the inventory turns are slightly lower.

SiRF had cash, cash equivalents, and short-term investments of approximately $116 million, as of December 27, 2008, compared to approximately a $100 million at September 27, 2008.

The geographic revenue for the quarter by region was Asia-Pacific at 61%, U.S. and the Americas at 20%, Europe at 12%, and the rest of the world at 6%.

Now I'll turn to our Q1 2009 outlook. Although we have been seeing increasing traction from our newer products, we remain cautious in our outlook due to the prevailing macroeconomic uncertainties.

As a result, we are guiding Q1 revenues in the range of $30 million to $35 million, and non-GAAP EPS from a loss of $0.18 to a loss of $0.23, which incorporates the quarter – these figures incorporate the quarterly benefits of our previously announced annualized restructuring operating expense reductions of approximately $34 million to 60 – $36 million.

This also assumes an 11% pro forma tax rate for the year. Although we do not provide specific gross margin guidance, we expect our Q1 non-GAAP gross margins to be flat to slightly higher than our Q4 2008 non-GAAP gross margins.

Now I will turn it over to Kanwar to talk about the planned strategic merger with CSR.

Kanwar Chadha

Thank you, Dennis. I’d like to give you some more details on our merger announcement with CSR. As we said previously, we are bringing together two innovative market leaders: SiRF in the GPS location market, and CSR in the BlueTooth connectivity market, to create a global leader in both connectivity and location platforms.

First, let me describe the terms. Our two companies will merge in a stock-for-stock transaction, in which SiRF shareholders will receive 0.741 of CSR shares for each share of SiRF common stock they own.

Based on the closing stock price of CSR on February 9, 2009, this consideration would be equivalent to $2.06 a share of CSR stock for each SiRF share. This represents a premium to SiRF stockholders of approximately 91% over SiRF's closing stock price on February 9, 2009.

Upon closing of the transaction, SiRF stockholders are expected to own approximately 27% and CSR shareholders are expected to own approximately 73% of the combined Company. The transaction is expected to be tax-free for SiRF's stockholders.

The Board of Directors of both companies have unanimously approved the transaction, which is expected to close in the second quarter of 2009. We are very excited about this transaction, which we see as an opportunity to win first-mover status and build a franchise in wireless connectivity and location in the consumer devices.

At the heart of this transaction is a shared strategic vision for how to deliver what customers are asking for in a cost-effective manner. We expect to grow revenues through a broader product portfolio, cross selling, and the management of our R&D product roadmaps. And we expect to improve margins by eliminating redundancies and realizing economies of scale.

Combining SiRF and CSR's technologies will enable us to provide one-stop shopping for customers who want world-class multiple connectivity and location technologies on a mobile handset, mobile navigation device, mobile Internet device, automotive system, and a broad range of new and exciting consumer electronics products, such as digital cameras and mobile gaming devices.

Together, we can accelerate our strategic plans designed to realize growth opportunities faster than either of us could do on its own, diversify our revenue base, and capitalize on market opportunities to enhance shareholder value.

As you know, SiRF is a world leader in creating technologies that confer location awareness or location intelligence to a wide range of consumer products. We are a leader in the GPS location business with core expertise in GNSS and multifunction system-on-chip location platforms.

CSR is a leading global provider of connectivity solutions, such as BlueTooth, FM, and WiFi. Their BlueCore integrated circuits are used in a broad range of applications, just like ours, including mobile phones, wireless handsets, mobile computers, in-car communication systems, and many consumer electronic devices.

CSR has launched a range of new and innovative products, such as BlueCore7, that combines BlueTooth with FM transmit and receive, amongst other technologies, BlueTooth low energy, and is generating good excitement in their customer base.

MusiCore is CSR's innovative and unique BlueTooth-enabled audio system on a chip that enables music phones with 100 hours of high-quality music playback, plus providing BlueTooth functionality.

UniFi is their embedded WiFi technology with extremely low power consumption and industry-leading coexistence, which is generating good customer momentum. They have just launched the next-generation product in that line.

Both SiRF and CSR serve large and growing markets. Each company is seeing growing demand in the market for combination of mobile connectivity and location technologies. In fact, one of the largest mobile phone providers is saying that in next three to five years, every phone they sell will carry location applications.

In the automotive space, adding hands-free connectivity to BlueTooth and WiFi type of technologies will be increasingly valuable. Laptops, notebooks, mobile gaming, mobile Internet devices are increasingly carrying location technology as well as short-range connectivity capabilities.

And in consumer electronics, more and more devices are adding connectivity as well as location to enhance the user experience. For example, in digital cameras, user experience is significantly enhanced by tagging the location of where the photo was taken, in addition to the time stamp, and then wirelessly transmitting it to computer when you get home, creating a richer album experience.

We serve common markets, but with complementary strengths; this merger anticipates the direction in which our customers and our markets are moving in.

This combination of market leaders will create a global company with significant commercial, operational and technical scale. We would be uniquely positioned to capitalize on the large and growing multifunction consumer electronics market opportunity, an opportunity that will create a single largest pure-play provider of integrated connectivity and location platforms, and combined, the combination will be one of the top 10 fabless semiconductor companies in the world.

Combining CSR's impressive product suite and roadmap with SiRF's leading GPS location products and core expertise in GNSS, as well as our multifunctional SoC location platform, will create a compelling stable of technologies to address our customer needs. As such, we believe that this transaction will significantly enhance competition in the marketplace.

The combined company will have significant R&D resources to deliver a broader portfolio of innovative location and connectivity solutions to our customers. SiRF's and CSR's respective teams of industry-leading experts will drive innovation, including the ability to meet significant customer demand for high-performance location and connectivity features on smaller, lower-power chips.

Differentiation and multifunctionality are the key trends in consumer electronics. The trade-off that every customer must make today is the device size and battery life. Location and connectivity are now an integral part of devices rather than an afterthought. By merging with CSR, we will be able to pool our efforts to design chips that combine these two functions seamlessly, taking up less space and using less power.

Our technology experts are world class and will be a formidable team. They will continue to support each company's existing product line, but will also focus on delivery of additional multifunctional radio chips that combine CSR's BlueTooth and other connectivity capabilities with SiRF’s GPS and GNSS technologies.

Through this transaction, we will become the first pure-play provider of market-leading location and connectivity solutions. And the market opportunity is huge. At the moment, we estimate that somewhere between 1.5 billion to 2 billion consumer devices per year could benefit by carrying location and connectivity features.

The companies expect that the combination of CSR and SiRF will deliver significant cost savings from gross margin improvement, more efficient R&D, reduced expenses on sales, marketing and overhead cost. The companies expect that annual cost synergies of at least $35 million can be achieved through steps that can be implemented within 60 days post-completion of this transaction.

The combined company is expected to have a strong balance sheet and cash position. At the end of fiscal year 2008, on a pro forma basis, the combined company had $378 million in cash and no bank debt.

Finally, a word about the next steps. The transaction requires the approval of SiRF’s and CSR stockholders, SEC registration of CSR's shares, and other customary regulatory approvals. As I said, we expect to close the transaction in second quarter of 2009.

In summary, bringing SiRF and CSR together creates a global leader in connectivity and location platform, a company with significant economies of scale to capitalize on large, growing multifunction consumer electronics market opportunities.

Culturally, our companies are similar. We have both successfully competed against much larger companies in our respective fields through innovative technologies. We intend to take advantage of strengths inherent in our combination to take our business to next level and create a more competitive environment in the marketplace.

Our combined roadmap will offer next-generation solutions. The combined company will have the ability to meet significant customer demand for high-performance location and connectivity features on a smaller, lower-power, multifunction chip. While creating the single largest provider of integrated connectivity and location platforms, the transaction is expected to provide substantial synergy opportunities and be significantly accretive.

At this time, we will open it up to questions from callers. We ask you, please, to focus your questions on the transaction. As always, if you have any questions regarding earnings, please follow up with Dennis.

Question-and-Answer Session

Operator

(Operator Instructions.) And it looks like our first question comes from Adam Benjamin of Jefferies. Your line is open.

Adam Benjamin - Jefferies & Company

Hey, thanks, guys, and congrats on the deal. I'm just curious, as you look at this – you look at CSR, and they bought NordNav and CSP a while back. They tried to go a soft GPS route. I know they've introduced the BlueCore7. I've talked to many industry folks who have indicated that that's probably not meeting the specs of the Tier 1s as it relates to GPS.

And so, going forward, they were clearly in search of a hardware solution, and you made sense. But I'm just curious as to how you see that moving forward, specifically, Kanwar, how you integrate the products, how you put them together, how long that takes until you can really bring a product to market and start thinking about getting design wins from there?

Kanwar Chadha

Hi, Adam. Thanks for the question. And as we said, our customers are really looking for market-proven leading-edge solutions as they move towards these multifunction radio environments. These are very important developments in the marketplace. By combining the best-in-class GPS with best-in-class BlueTooth, FM, and other connectivity elements, we believe the combination can deliver much stronger product lines than either of us could have delivered individually.

So we think the combination creates a more powerful platform for our customers.

The integration itself will obviously happen in two to three phases. Phase one would be looking at an architectural level and trying to combine – with the existing products, a more complete solution for our customers. In phase two, we could take advantage of some interesting packaging technologies. Obviously, in phase three, you could deliver more integrated single-die type of products.

So we would have parallel efforts to make sure that we can deliver what the market needs in a timely manner. And we expect to start generating revenue synergies even before a fully-developed combo product is delivered.

Adam Benjamin - Jefferies & Company

But, Kanwar, just to get more specific, given the design cycles for the Tier 1s in terms of handsets, the ones – the timing there will be quite some time. I'm just trying to get a better understanding. Are you missing the window here for connectivity, and giving the leaders, say, Broadcom, NTI, a big opportunity and creating a lag time for you that doesn't play out for a couple years from now?

Kanwar Chadha

We do not believe so. I think what our customers are looking for is really the best-in-class functions. And whether you package them together in whatever fashion, as long as you deliver the performance they need at the price point they expect this technology to be delivered, we believe we are going to be very competitive in the marketplace.

The important thing is really to having the best-in-class elements and how you integrate them together. Customers have to see the roadmap. Once they see the roadmap, and once they see that you have the best-in-class functions, there are many interesting ways of delivering it to them, rather than just putting everything in single die. Keep in mind, single die solutions are, in many cases, compromising one function over another. And our strategy is to deliver solutions which are multifunction, but don't compromise on performance of any of the functions involved.

Adam Benjamin - Jefferies & Company

Got you. And then just one last question. Obviously, the elephant in the room is the litigation that's been ongoing with Broadcom. Any update there? Was any settlement reached ahead of this acquisition?

Kanwar Chadha

No.

Adam Benjamin - Jefferies & Company

So is there any more color to give in terms of what your approach is going forward, and whether there are any negotiations ongoing with Broadcom, and how that’ll impact the combined entity?

Kanwar Chadha

Our approach has always been to address the issue to make sure that our customers are taken care of, and that approach really does not change. If anything, the combination will make sure that we deliver to the customer in a more efficient manner.

Adam Benjamin - Jefferies & Company

Okay, guys. That’s all I have. Good luck.

Dado Banatao

Thank you.

Kanwar Chadha

Thank you very much.

Operator

(Operator Instructions.) Next, we’ll go to Nick Gaudois of UBS. Your line is open.

Nick Gaudois - UBS

Yes. Hi, everybody. Good morning. Just a clarification. Did you provide Q1 '09 guidance? If you did, I apologize. I entered the call a bit late.

Dennis Bencala

Yes. This is Dennis. Our guidance for Q1 on the revenue side was $30 million to $35 million.

Nick Gaudois - UBS

Excellent. And gross margins, flat to slightly up, basically?

Dennis Bencala

Correct. Yes. Right.

Nick Gaudois - UBS

Okay. Got it. Okay. Thanks very much for that. Just a similar question on the cost reductions. $35 million SiRF specific prior to M&A cost synergies?

Dennis Bencala

Yes.

Nick Gaudois - UBS

Could you give us a little bit more detail on where this is coming from, please?

Dennis Bencala

Yes. As you know, in the last two quarters, we've announced several cost-reduction programs. We did have a reduction in force. We have closed a couple of offices. So SiRF has been working on operating expense reduction plan for the entire 2009. The reductions in expenses come across the board from all of the areas. As I also mentioned, our current headcount is at 571, and we're right on plan in terms of our headcount reductions that also result in operating expense reduction.

Nick Gaudois - UBS

Okay. Great. And last question, if you could, in the framework of a merger, if you could share with us a little of the feedback you may have received from your key customers. I'm assuming you reached out to them in this process.

Kanwar Chadha

While we can't really comment on any specific customers, in general, this transaction, to a certain extent, is driven by what we see as our customers' anticipated needs. We expect that the customers are going to look at it quite favorably. It gives them a world-class supplier of multifunction technologies they need, and also enhances the competitive environment in the marketplace.

Nick Gaudois - UBS

Okay. Thank you.

Operator

(Operator Instructions) Our next question comes from Jeff Rath of Canaccord Adams.

Jeff Rath - Canaccord Adams

Hi, guys. Congrats. I’m going to ask the question; I don't know if you care to comment. Can you give us any details around the transaction, the process? Were there other parties involved? Is there any kind of a break fee or shareholder lockup at this point? Any color that you can provide to the transaction? Thank you.

Kanwar Chadha

Thanks, Jeff. The merger agreement follows the customary conditions, so there is really nothing extraordinary about that. We will be filing it, and the details of the process and everything will be made available in the proxy statement.

Jeff Rath - Canaccord Adams

And when do you expect that proxy statement to be filed?

Kanwar Chadha

It's probably take four to five weeks.

Dennis Bencala

Four to five weeks, yes.

Jeff Rath - Canaccord Adams

Okay. So can you give us any color at this point, was there a more comprehensive sort of merger process, or was this just a negotiation between two companies?

Kanwar Chadha

This deal was really driven by what we consider the strategic needs of the marketplace. We have been looking at the marketplace, both companies, and as you know, SiRF has talked about the need to have standalone location platform, multifunction SoC location platform, and multifunction radio platform, and so has the CSR. They've talked a lot about their Connectivity Centre.

So the approach is complementary, the customer base is common, and market growth opportunities are really large. By combining these two companies, we believe that our shareholders on both sides will actually – their – the value will be enhanced for both of them. As far as the details of the process and everything, those will come with the proper filing with SEC.

Jeff Rath - Canaccord Adams

Thank you. That's it.

Operator

And it appears that we have no further questions at this time. I'll turn the call over to Mr. Bencala once more.

Kanwar Chadha

Actually, this is Kanwar. I am very excited about this transaction, and the huge opportunities it makes possible. The combination of SiRF and CSR unites two companies with a shared market vision that share a strong commitment to innovation, to our customers, shareholders, and employees.

I would like to express my thanks to SiRF employees for all the hard work they have done up to this point. This transaction is a testament to them.

CSR is the right partner to create additional growth opportunities for our combined company, and we believe that both our companies will benefit significantly by being part of a larger, dynamic, and growing organization. We look forward to working with the CSR team to ensure an effective and seamless transition.

Dennis Bencala

That concludes today's call. Thank you for participating.

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