Ronald Black - President and CEO
Jae Kim - SVP and General Counsel
Satish Rishi - CFO and Senior Vice President - Finance
Rambus (RMBS) Annual Shareholders Meeting Call April 25, 2013 12:00 PM ET
…welcome you to our Annual Meeting of Stockholders. Before proceeding further let me introduce the Directors and Director Nominees of the company who are present today. Mr. Eric Stang our Chairman of the Board and Chair of the Nomination and Governments Committee; Tom Bentley, Chair of the Audit Committee; Penny Herscher, Chair of the Compensation Committee; Chuck Kissner and Davis Shrigley. I would also like to introduce the corporate officers who are in attendance, Satish Rishi our CFO and Jae Kim our General Counsel and Corporate Secretary. Also with us today are Sameer (inaudible) representing PricewaterhouseCoopers. I will act chairperson of this meeting and have asked Jae Kim to facilitate and record the minutes of the meeting.
Thank you Ron. This annual meeting is being held in accordance with the company’s bylaws and Delaware Law. We will first address the matters described in the company’s proxy statement dated March 15, 2013 we will then complete the balloting process. An announcement will be made regarding the voting results and then the official portion of the meeting will be adjourned. After that there will be company presentation by Ron and Satish. You have the ability to submit questions throughout the meeting and we will address questions time permitting at the end of the company presentation.
Notice of the meeting, I have proof by affidavit that notice of this meeting has been duly given and that the notice proxy statement and proxy were mailed on or about March 15, 2013 to all stockholders of record at the close of business on February 25, 2013 which was the record date for the meeting. we have at this meeting a record of stockholders as of that date. The affidavit together with copies of the notice proxy statement and proxy will be filed with the minutes of this meeting.
Inspector of elections, we have appointed Trisha Chan Senior Corporate Counsel of Rambus to act as the inspector of election for this annual meeting. The inspector of election has signed an oath of losses which will also be filed with the minutes of this meeting.
Quorum, based on the review of the proxy cards submitted prior to this meeting the inspector of election has determined that out of an aggregate of 111,635,003 shares issues in outstanding as of the record date, the holders have at least 97,150,961 shares of common stock are present are represented at the meeting which represents approximately 87% of all outstanding shares. This constitutes a majority of the votes eligible to be cast by holders of shares issued in outstanding. Therefore a quorum is present, the meeting is duly constituted and the business of the meeting may now proceed.
Now I am going to talk about voting procedures. You may vote by proxy or by written ballot. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote please vote online now.
I will announce the preliminary results of voting at the end of the meeting. We will now open the polls. It is now 9:03 on April 25, 2013 and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of Directors. The company’s Board of Directors presently have six members and is divided into two classes, each with an overlapping two-year term.
There are two class one Directors and four class two Directors, subject to is re-election to the Board of Directors in today’s meeting David Shrigley will be re-designated as a class one Director effective as of the completion of the annual meeting so that the two classes will consist of an equal number of directors, three directors in class one and three directors in class two.
The class two directors will be elected at today’s meeting. As indicated in the company’s proxy statement, the following four individuals are nominated to the Board of Directors to serve as class two Directors. Dr. Ronald Black, Penny Herscher, David Shrigley, and Eric Stang. All the nominees are currently serving as directors of the company. Directors elected at today’s meeting will hold office until to the 2015 annual meeting of stockholders, except for Mr. Shrigley as noted above.
Soon to the notice of this annual meeting and the proxy statement dated to March 15, 2013; the proxies solicited by the Board of Directors will be voted in favor of the nominees. The company's bylaws require that each Director be elected by a majority of the votes cast with respect to such Director in uncontested elections.
The Board of Directors after taking into consideration, the recommendation of the corporate governance in nominating committee of the board will determine whether or not to accept a pre-tendered resignation of any nominee for Director in an uncontested election who receives a greater number of votes against his or her election than votes for such election.
There are no cumulative voting rights in the election of Directors. Stockholders as of the record date may vote their shares for or against some, all or none of the class two nominees. This item regarding the election of Directors is discussed on pages seven through 19 in the proxy statement.
Advisory Board to approve the named executive officer compensation. This is the next item of business and this vote relates to the non-binding advisory vote to approve named executive officer compensation. This proposal seek the approval of the compensation of our named executive officers as disclosed in our proxy statement and specifically in the compensation discussion and analysis section.
The Board has recommended a vote in favor of the compensation of our named executive officers as described in our proxy statement. Approval requires the affirmative vote of the holders of the majority of the votes cast excluding extensions at this meeting.
Procure non-votes are not considered to be votes cast.
Item three is the ratification of appointment of independent registered public accounting firm. And it is to ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2013.
The audit committee of the Board recommended as a Board that PricewaterhouseCoopers be appointed as independent registered public accounting firm. As they are registered public accounting firm, PricewaterhouseCoopers would audit or consolidate financial statements for the fiscal year ending December 31, 2013 and perform other audit related and non-audit services as more fully described in our proxy statement.
The Board approved the selection of PricewaterhouseCoopers for the fiscal year ending December 31 2013 and is now asking stockholders for ratification of this selection. If the stockholders do not approve this selection, the Board and the audit committee will reconsider the appointment.
The Board of Directors recommends its stockholders vote in favor of this proposal and the proxy solicited by the Board will be voted in favor of this proposal. (Inaudible) is present from PricewaterhouseCoopers and is available to answer questions that we receive.
Now we will collect the proxy cards and ballots. If you have not voted and intend to vote please do so now. You must submit your vote in order for them to be counted as we will close the polls momentarily. The Inspector of election will not accept ballots, proxies or votes or any changes or relegations submitted after we close the polls.
It is now 9:08 on February 25th, 2013 and the polls for each matter to be voted on at this meeting are now closed. Additional ballots, proxies or votes and no changes or relegations will be accepted. We will now tally and give preliminary results of voting. The proxies and ballots have been tabulated by the inspector of election. The inspector of election has provided me with a preliminary report on voting results. With regard to proposal one, the four nominees, Dr. Ronald Black, Penny Herscher, David Shrigley and Eric Stang were each elected with the majority of the votes cast and will hold office until 2015 annual meeting of stockholder with the exception of Mr. Shrigley as previously noted and each director will hold their office until their successor is duly elected and qualified.
With regard to proposal 2, the majority of the vote cast have voted in favor of the advisory, vote on executive compensation. With regard to proposal three, the appointment of PricewaterhouseCoopers to act as a company’s independent registered public accounting firm for the fiscal year ending December 31st, 2013, that proposal has now been ratified.
The final results of voting including any ballets and proxies recorded during this meeting will set forth in the report of the inspection of election and will be included in the minutes of the meetings and will also be filed on a report on Form AK with the SEC.
The former portion of this annual meeting is adjourned and we thank you for your attendance. We will now proceed with the company presentation and address stockholder questions. Please note that we may not be able to address all questions given time constraints and that questions that are either repetitive or inappropriate may also not be addressed.
Before we go any further, I would also like to note that during the course of the presentation and the question and answer period, we may make forward looking statements regarding future events, the future financial performance of the company. These statements involved risks and uncertainties. such statements are only predictions or projections and the actual events or results could differ materially from those predictions or projections due to a number of risks and uncertainties. I would refer you to the documents we filed with the SEC, specifically our Form 10-K which was filed on February 22, 2013, these documents contain an identifying important factors that could cause actual results to differ materially and those contained in our projections and forward looking statements.
Now, I'll turn the meeting back over to Ron and Satish.
Thank you, Jae. I may turn everyone’s attention to the webcast that which Satish and I will walk through. On slide number two that you see there, titled the solid history of technology leadership, I think most of you that have followed the company over these past 23 years have known Rambus is having an incredible depth of technology. I am pleased to report that the company is still in such a shape and I think that the acquisitions that the company has done over the last several years have positioned us exceedingly well for few future growth.
We are evolving this strategy, however, as we’ve been articulated in several of the earnings calls and we’ve adopted a new tagline and the new tagline is that we’re a company that is bringing invention to market. We used to call ourselves a company of inventors and we still are but we’re focusing far more on bringing invention to market believing that’s an important step for creating shareholder value.
While we’re very proud of our technology and accomplishments, we do acknowledge however that the previous strategy and tactics have not delivered the value that we expected to shareholders and we have consequently taken action. In particular we have reshaped the company and by that I mean that we made substantial changes in the senior management and leadership.
We have also changed the Board. We made it more streamlined with a very committed set of individuals and we’ve taken a lot of steps to align the compensation especially of the Senior Executives with those of shareholders. We continue to develop new products and solutions in fact I think we’re building and creating even more strength but as I mentioned, the focus is just on invention but in bringing that invention to market which aligns us with customers and therefore aligns us with shareholders.
The bulk of our revenue continues to reach our patent licenses and that often leads to litigation of some sort. While the company continues to in the foreseeable future believe that patent licenses will be incredibly important, we are however attempting to augment the strategy and focus less on litigation unless it’s really the only course that we have available to us.
Consequently, we’re collaborating much more with the industry. I have a slide later in the deck that I will point out some of that collaboration and we hope that as we go forward and we’re engaging with customers showing them the fantastic technology that we have that we’ll be able to close very significant deals in the future while minimizing the required litigation.
In terms of shareholders, if there is one thing that I think the entire Senior Executive team understands completely it is that value creation for shareholders is our singular focus, that is what we’re aligned to, that is what we talk about every day, we speak about that at the Board as well and consequently we are doing things differently than we have in the past including monetization models that are very different from the patent licensing and in addition to the patent licensing. So from my perspective the company is on a successful track, we’ll show you some of the proof points in the subsequent slides and quite candidly the company is going back to its routes as a fantastic technology company in serving customers.
So, with the focus strategy let me talk about four specific areas. When I first came to the company in the late summer of last year, Satish and I sat down with the senior management team and we concluded that we were – our cost structure was too high. We focus primarily on G&A and we took steps to reduce the cost structure substantially which has allowed us to become pro forma operating income a positive, pro forma net income positive and even last quarter on a GAAP basis the operating income was positive.
In the second quarter of 2012, our pro forma expenses were 56 million and the average for the last three quarters was 46 million, meaning that we’ve had quarterly run rate reduction of 10 million. Satish in pervious earnings calls has said that we’re on an expected 30 million to 35 million reduction and that’s because we took out an additional amount because we’re investing in some of the selective areas like photography and LED lighting which we have believe that that’s going grow.
Turning to litigation, as I mentioned previously, we are going to vigorously defender IP and that requires us from time to time to file lawsuits against some of the infringers on it. However that is not the primary focus for the company, the primary focus is really collaborating with the industry and specific customers to deliver it. As a consequence, we expect the litigation expenses to be down. As an example in 2012, the expenses were 13 million while the previous year 2011, they were 61 million. So, we've seen a substantial reduction in spend.
We continue despite the reduced expenses to invest in high growth areas and when we’re looking constantly for opportunity momentum. The area such as the security space in our cryptography business and LED lighting are two of these, the binary pixel is the third, multimedia software platform is fourth. So, we really feel like we are streamlining the company but also investing in high growth areas which continue to deliver improved financial results.
And most importantly the box on the upper right, the customer focus we are maniacally focused on serving to customers because by doing so, we also serve the shareholders. Some of the examples we'll cover later on are relationships with companies such as Global Foundries, Marvel, and Broadcom, well-known companies in the industry.
As we look at developing our inventions we're really expanding those in market scope and service potential, we tend to still focus very maniacally on what we call the micro ingredient which happens to usually be a patent but could also be some other intellectual property and know how, but we're extending up the stack as we refer to it, by producing more cores, so these are licensable designs that we transfer that can be integrated into other people's semiconductor products such as our crypto firewall security core and even complete systems like our (inaudible) multimedia platform. We're going to continue to look at driving new products in different areas in expanding this space so it’s an area to watch as a leading indicator on the success of the company, with the expansion of our invention there's also the extension of our business model and what we specifically mean when we talk about bringing invention to market is of course our core patent licensing but building on top of that where we transfer other knowhow to customers in the form of technology licensing and a lot of consulting work as well as products and services as I mentioned previously, the cores and the software platforms. I think this breadth of product is going to create very sticky relationships with customers and that's going to allow us to have very predictable and long term revenue and growth.
The way we look at our business is these six groups on the left are traditional memory and interface business, the cryptography research business, the Immerse multimedia platform, our lighting and display business, our imaging business and Rambus labs which is a core place where we do a lot of strategic investment for long term products. At the core of each of these and I'm not going to go through them in detail in this meeting is outstanding engineering which we still believe is best in category in each of these areas.
We focus on creating unique intellectual property, much as we’ve done over the past but as I mentioned expanding it beyond just the patent level and focusing on other knowhow, products and services that we bring to customers. We're going to continue to invest in these areas and we're very optimistic as we've reflected in previous earnings calls on our ability to show a substantially higher growth starting in the second half of this year.
I spoke repeatedly about collaboration and on this slide there is just a few of the companies that we are collaborating with. When we mean collaborating, we mean joint development in cases like Global Foundries, joint marketing relationships, commercial relationships where we provide IP products and services. and one of the nice things about this slide is when you have customers of this quality showing that they are adopting our technology we don’t have to say that we are good they are saying that we are good so we are very proud of these relationships and we look forward to creating many more in the future.
Now let me just reflect on a few recent highlights of the business the first on the list is that we have unveiled our R+ enhanced industry standard memory and interface solutions and we partnered with Global Foundries to develop a portfolio of complex IP using some of this is our traditional business it remains the bulk of the revenue and profit we are very proud of it and we believe that some of the dynamics in the industry are showing that we are more relevant than ever. And we believe it’s going to grow over the coming years. In the next three areas the license agreements the deployment of DPA countermeasures with Broadcom and the selection of our CryptoFirewall anti-counterfeiting technology by Marvel shows that we are closing new business both in terms of patent licensing the technology licensing and the products so we are as a kind of an indicator but in evidence that we are actually doing what we say is all of these areas of additional business in the subsequent three bullets are new products some of them are very revolutionary they are really different like the MERS multimedia platform, others are the LED light bulb that we were taking through a commercial partner something that's very new and different for us. we are very proud to report in our last earnings call that we received the first orders from a large DIY chain in the U.S. and we have also unveiled at the Mobile World Congress our breakthrough binary pixel technology that when implemented in standard CCD camera devices would allow consumers to take really outstanding pictures in low light and with ultra-high dynamic range something that is very visceral and end users see as something that could be a breakthrough in the industry.
The last bullet is that we have transferred that's the technical term for selling our display patents that were associated with the LED lighting business to Acacia Research a well-known company that licensed technology. This is very different from us and it reflects on some of the differences in business model that we had not previously done. The reason we did this is that we really have selected to focus in areas beyond the display patents in our LED lighting business but being mindful of creating shareholder value with all of our assets, we thought this was a perfect partnership to allow Acacia to monetize the patents that we had while we focused our resources otherwise. So all in all I think very good results house the second half of last year into this year.
We are also very proud that the industry pundits have been identifying with our messaging. We have had as I mentioned outstanding coverage on the binary pixel, like as quoted here by semi accurate B. Riley, they had noted the changes we put as we had on the title of one of our previous slides.
Our new model is being recognized by the likes of E-times. And that’s really pointed to us being in a very favorable position to capitalize on the LED light bulb market, a very different business than we have done before. So it’s very nice only to deliver these results in relationships but to have well known firms recognizing that we are doing so.
With that backdrop, I would like to now turn the slide deck over to Satish who will give you a financial overview.
Thank you Ron. And I will briefly go over some of the financial update in conjunction with the earnings call that we just had last week.
The first slide just shows the snapshot of a five quarter trend that we have. as you can see that we hit a low point in Q2 of 2012 and since then on a top line we have been flat to up over the last couple of quarters and that’s really a good trend.
In the last quarter we signed Elsa Logic and as Ron just mentioned, we also entered into partnership with Acacia and we expect to see future revenue coming in from that partnership and other deals and negotiations that we are working on.
Next slide please. This slide just shows what the composition of our royalties are for last year as well as for Q1, was made up of. As you can see our patent license royalties makes up about 85% of our revenue, and that definitely is the bread and butter of the company. The patent licensing, or the solution licensing royalty is about 10% and that is an area that we are going to focus on as we collaborate more with our customers and get additional solution license royalties as well as get additional contract revenue as we partner with them on engineering projects and get some NRE, deploy our engineers and we will increase that source of revenue overtime as we collaborate more with our customers.
Next slide please. Now this slide shows our pro forma operating expenses and here too we can see that we have; we promised in Q2 that we will reduce our expenses by 30 to 35 with another run-rate starting from the run rate that we had in Q2 and over the last couple of quarters, we have averaged about 46 million and we have reduced our expenses as Ron mentioned, we have reduction in SG&A; but we also had a reduction in many of the program. so many of the expenses were not just headcount expenses but they were many programs that we felt were not retuning; we do not get the desired return, so we cut down many of the programs and we are better off without some of those programs. And we are on track to achieve the 30 to 35 savings that we have as compared to the Q2 ’12 run rate.
We have been positive from pro forma net income perspective for the last three quarters. We also have been cast for positive from operations and we ended Q1 with cash off 215 million and we continued to manage our expenses and liquidity with a very keen eye.
With that, I will return that back to Ron.
Just a few closing thoughts; I am very proud to have joined this company in the summer of last year. I think we are making substantial progress; I hope you appreciate the transparency with which the management is conducting itself. We understand that the company has not performed to its optimal position in the past. But we also believe that with the steps that we will have taken we will have a very-very positive future. As we reflect on it, we are really looking at the industry and challenging ourselves and the Board is challenging us as we develop our strategy. To look at how we can be relevant in the new IP ecosystem. We hold up companies like ARM and Imagination is having be able to create very unique relationships with customers, being able to deliver tremendous shareholder value and also be able to generate multiples under businesses that are far in excess of the rest of the industry. That's the type of company that we aspire to be like. We think we have relevant technologies as relevant as anybody else and we look forward to being able to deliver these to customers and as we do, improve our shareholder value. Thank you very much.
So, we will now address some of the questions that we have received either through the shareholders forum or during the course of this meeting and one of the questions that we have received with respect to legal proceedings and you can imagine, we will not speculate on the outcomes of any pending legal proceedings that’s just I think too speculative and given sort of outcomes I think our stockholders can understand that. That said, we don’t take protecting our legal rights lightly, we will obviously take all actions available to enforce our rights and will vigorously do so. If there are any other follow up questions in this regard, we want to address the specifics of those, I will say that to the extent that we are filing briefs those will at some point be publically available so you can see the details on the positions that we are taking with respect to any of our pending legal matters.
Thank you, Jae. Now, just a few of the questions that have been submitted through the shareholder form. The first question is Samsung still a Rambus shareholder, even though Samsung exercise their put auction for half of those shares. The answer to that question is yes. They have just shy of 5%, partly its 5% of the outstanding shares. They are an important shareholder then clearly and also a very important customer.
The second question is given the stock price; it does not appear Wall Street is assigning much value to Rambus' LED opportunities. Shareholders have been told that Rambus’ LED bulb has heat benefits versus competition but what about other competitive variables like manufacturing cost, power efficiency etc.
Indeed there is a temperature advantage that leads to improved life time, we also have because of our unique design which allows for more uniform airflow and that heat reduction and some of the unique properties that we have with respect to how we couple LEDs to the light guides and ability to get more lumens or more light out of the devices which allows us to use fewer LEDs. So we believe that we have both a cost advantage and a reliability advantage.
We also have some very unique aspects of the products that have not been announced, (inaudible) subsequent designs that we'll be talking about in the second half of this year and so we believe that we can compete vigorously with anybody in this industry. Of course, the industry itself is competitive, we recognize that and we'll have to see where the results are but we are very proud that we created the right commercial relationships and we have the started the process of receiving orders.
The next question is, was the option exchange program successful? In other words, do the option exchange program accomplished the intended objective to motivate and retain employees.
Yes, it absolutely did from my perspective. Satish you were here when it was implemented, do you want to comment?
Oh sure, yes, it was very successful. About 90% of the employees participated in the program and 87% of them tendered the shares, about 6 million shares were tendered and that has really helped in retaining our employees and getting them to a lower option price, so we thank the shareholders for approving it last year and it has been very successful.
The next question is, when will the company return to profitability? Satish we are pro forma operating income profitable but maybe a few more words?
We continue managing expenses and we were GAAP operating income positive last quarter. We do have below the line interest income and expense. We do have noncash expenses that we have. We also have the expense with a covert. In addition from a tax perspective even though we are in a last position when the pre-tax basis for last year but we still do pay withholding taxes less than expense. So we’re a little further away to get. We have a bit of way to go to GAAP profitability but definitely we will try and make sure that we get back to GAAP operating income profitability and try and stay there.
Thank you, Satish. The next question is, past big deal was made of memorandums of understanding, what about Intel and Samsung, I imagine these are long debt issue but is there any lingering working relation with either of these companies that might have flowed from these agreements.
The answer is yes, the company as I said several time during the presentation is taking a very collaborative view with the industry both of these are obviously key companies in the industry and we have a variety of different engagements with them and hope that they turn into things that create shareholder value in the future.
The next question is a technical one so it’s clear that we have some interesting shareholders and maybe they would like join Rambus. could Micro Lamps, this is the technology that’s core to our LED lighting business, be used in reverse to concentrate sunlight and to concentrate our solar cells placed around the edges of the Micro Lamp sheet? This could be the basis for lowering system cost by substituting less expensive Micro Lamp sheet area for more expensive solar area. with the proper design it might also improve performance under non-direct sunlight conditions.
The answer is yes and in fact we have a prototype of this and we’ve investigated it. One of the benefits and detriments of Rambus is that we have so many of these unique opportunities that we have to priorities them. This is one that we continue to investigate but it’s more strategically aligned and we’re focusing today on the general lighting industry and also the LED light bulbs but indeed our technology can be used in this way very interesting that the investors have thought of that.
The next question is since the loss of the highly anticipated micron pattern suit, Rambus shares have languished in the $4 to $5 range, what is the steps that management has taken to increase shareholder value and bring the stock price up?
We’re hopeful it is a little bit higher than 5 we had at improvement and then retractions as everybody knows the winds of the stock market. As reflected in the slide deck, we are very conscious of creating shareholder value and the focus on the economics of the business. Satish and I and the senior management team have taken and continue to have tight cost controls, we have changed the leadership very directly, we’ve changed the composition of the board. we have focused on customers and delivering value to customers which ultimately delivers value to shareholders and we have evolved the strategy quite candidly back to the core as we look at taking these technologies and bringing them to market with our customers.
So, we hope that as we produce and improve financial results over the coming quarters that you’ll see the stock price improving.
I think that’s it for the questions that have been submitted. I want to thank all of you for attending today’s meeting and for the interest you’ve shown in the affairs of the company. We very much appreciate your attendance and as always thank you for your support. Have a nice day.
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