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Rambus Inc. (NASDAQ:RMBS)

Q1 2011 Earnings Call

April 21, 2011 5:00 PM ET

Executives

Satish Rishi – SVP and CFO

Harold Hughes – President and CEO

Thomas Lavelle – SVP and General Counsel

Sharon Holt – SVP and General Manager, Semiconductor Business Group

Analysts

Jeff Schreiner – Capstone Investments

Michael Cohen – MDC Financial Research

Hamed Khorsand – BWS Financial

Operator

Good day, ladies and gentlemen. And welcome to the Rambus Inc., First Quarter 2011 Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions) As a reminder, this conference call is being recorded.

I would now like to turn the call over to your host, Satish Rishi. Please go ahead.

Satish Rishi

Thank you, Operator. And welcome to the Rambus first quarter 2011 conference call. I’m Satish Rishi, CFO and on the call today are Harold Hughes, our President and CEO, Tom Lavelle, Senior VP and General Counsel; and Sharon Holt, Senior VP and GM of the Semiconductor Business Group.

The press release for the results that will be discussed here today have been filed with the SEC on Form 8-K. A replay of this conference call will be available for the next week at 800-642-1687. You can hear the replay by dialing the toll-free number and then entering ID number 58589190 when you hear the prompt. In addition, we are simultaneously webcasting this call and a replay can be accessed on our website beginning today at 5:00 PM Pacific Time.

In an effort to help provide greater clarity in our financials we have modified the format for reporting the numbers to align with the way we run the business. We are using a non-GAAP pro forma format in our press release beginning with Q1 report, and we will use the same format in the future.

With that said, let me advise you that the discussion today will contain forward-looking statements regarding our financial prospects, pending litigation and demand for our technologies among other things. These statements are subject to risks and uncertainties which are more fully described in the documents we filed with the SEC including our 8-Ks, 10-Q’s and 10-K’s. These forward-looking statements may differ materially from our actual results and we are under no obligation to update these statements.

Further, as mentioned, we will discuss non-GAAP financial results today and we have posted on our website. Reconciliations of these non-GAAP financials to the most directly comparable GAAP measures. You can find a copy of earnings release and the reconciliation on our website at www.Rambus.com on the Investor Relations page under Financial Releases.

Now I’ll turn the call over to Harold.

Harold Hughes

Thanks, Satish, and good afternoon, everyone. In the first quarter, we signed two more patent license renewals with the announcement of new agreements with Panasonic and Toshiba. With these agreements we’ve now successfully renewed all the patent licenses signed in 2005.

Achieving this result has been a major focus of the licensing team and reflects great credit on their efforts in reaching this milestone. All told, we have now signed a total of eight new all renewed license agreements in 2010 and in the first quarter of 2011. Our ability to sustain and renew relationships with companies like Panasonic and Toshiba is the result of our continued commitment to innovation.

Innovation is at the heart of this company’s ventures. Through our commitment to innovation, we’ve enabled to continue to develop technology, which helps our customers achieve breakthrough performance, performance levels in their products. Thanks to the work of Rambus engineers and scientist, we ended the first quarter with over 1,200 issued patents and another 900 pending applications. And our engineers and scientists are constantly pushing the envelope of performance.

At the end of January, we announced the latest development in our Terabyte Bandwidth initiative. These include setting new records and memorial signal signaling performance. We demonstrated techniques that advanced differential signaling for SoC to memory interfaces to a ground breaking 20-gigabits per second.

Also as a part of this initiative we showcased innovation that can extend single ended memory signaling to an unprecedented 12.8 gigabits per second. These data rates are two to three times faster than anything that’s available in the fastest memory devices commercially available today.

This breakthrough level performance has been achieved at unmatched power efficiency and implemented in silicon that we demonstrated at DesignCon. Risk mitigation and backwards compatibility are big issues for the implementation of any new memory technology. As part of the terabyte bandwidth initiative, we developed a key new innovation called FlexMode interface technology to address these needs. FlexMode technology allows both differential and single ended memory interfaces to be implemented in a single SOC package with no extra pins. Normally our multi-mode memory controller interface would come with a big penalty in extra pins and extra area and higher cost.

FlexMode technology eliminates this overhead penalty by dynamically reassigning six signal pins to either data or command and address depending upon the type of memory used. This enables a seamless transition from today’s single ended memories like DDR3 or GDDR5 to advance differential memories of the future.

For more information, we have a new video about the terabyte bandwidth initiative and innovation like FlexMode technology available on Rambus.com. The demand for higher memory performances is constant regardless of the application space. But that demand is particularly veracious in the mobile market with the rapid growth of smartphones and tablets. And it’s a challenging extra constraints that must be met for the mobile platform.

Memory solutions must have a very low active power, ability to transition quickly, between power states and a small physical footprint and low height to support – slim ultra slim form factors. Industry is grappling with ways to deliver the higher levels of performance needed by working within these constraints and as always there is a desire to use existing technology and manufacturing of the structure to mitigate risk and support low cost and high volume manufacturing.

Sharon recently spoke at a global semiconductor alliance event where she discussed how the industry could deliver the performance needed by next generation Smartphones and tablets. She described how this could be achieved within the constraints of mobile systems and in a low risk manor using Rambus innovations as we have demonstrated in our Mobile XDR memory architecture.

Continuing in this vein of industry leadership, last week Rambus engineering director Dr. Chuck Yuan presented at the Intel developer form in Beijing. Chuck discussed broad and increasingly complex set of design considerations that must be optimized for memory systems operating above a gigabit per second. Sharon’s and Chuck’s presentation as well as the silicon demonstration of our Terabyte Bandwidth Initiative Innovations are all examples of our ongoing drive adoption efforts.

It is through these efforts we show the industry how Rambus innovations can advance the performance of the next generation of electronic products and promote the adoption of these innovations by our licensees. We are moving forward with drive adoption efforts by the lighting and display business as well.

In February, Rambus’ Dr. Kieran Drain spoke at the Department of Energy followed the state lighting R&D workshop about innovative approaches to smart slighting systems that integrate electronics and controls for maximum performance and energy savings.

Our lighting and display business is making good progress on developing solutions that will make a new generation of led-based lighting and display products possible. We further strengthened the world class team of engineers and scientists in this business with the hiring of renounced inventor Brian Richardson from Imagine Designs. And in May we will be making some specific announcements about our suite of lighting innovations and solutions. But stay – so stay tuned for news of that – coming up next month.

And with that I’ll turn the call over to Tom to discuss the latest legal developments.

Thomas Lavelle

Thanks, Harold. And good afternoon, everyone. I’ll start my comments with a quick update on where we are in our litigation beginning with the DDR2 case in the northern district of California. Had a recent hearing for the trial, which was scheduled to begin in early May. Judge White vacated the start of the trial until the Federal Circuit issues hits decisions in the cases with Hynix and Micron.

While we are disappointed that the trial will not begin next month, we understand the decision. Judge White had stated that he will hold a case management conference in the DDR2 matter on the second Friday following the decisions from the Federal Circuit. We have no further updates with respect to the timing of the federal circuit decisions themselves. We are waiting for the court to issue its decisions, but we don’t have any insight into when that will occur.

Moving now to the price fixing case in San Francisco. Last week we had a conference with the presiding judge, the honorable Judge McBride, who indicated that he is planning for the trial to begin on June 7 of this year. There have been some initial discussions about how long the trial is expected to last, but the exact length is still being looked out. We are back in front of Judge McBride, the week of May 9th to finalize the schedule.

As Harold has mentioned, we are a company of inventors and one of the critical elements of our business is protecting our patented inventions. To that end, I am pleased to announce that we recently hired Wayne Sobon as our new VP and Chief IP Counsel. Wayne has extensive experience in the field of IP law, having recently served as a Director of IP at Accenture for the past 11 years. Wayne also served as an Executive to the American Intellectual Property Law Association or AIPLA as a committee member on the public patent advisory committee of the USPTO. We are happy to have Wayne part of our IP team.

With that I will turn the call back to Satish.

Satish Rishi

Thanks, Tom. As I mentioned at the beginning of the call, we will be using pro forma numbers which we believe are indicative of company performance as they exclude the financial impact of certain non-cash and discrete events not indicative of the long-term performance of the company.

Customer licensing income, a non-GAAP measure that includes revenue recognized plus any other royalty payments that we receive under a signed license agreement, was 68.7 million, a decrease of 32% from the previous quarter and a decrease of 73% from the quarter a year ago. Last quarter included one-time catch up payments from Elpida and the year ago quarter included payments from Samsung among which also related to last year.

Pro forma expenses exclude gain from settlement, stock based compensation, cost of restatement, amortization and non-cash interest and convertible notes. We also make an adjustment for income taxes based on the pro forma pre-tax income.

Pro forma operating expenses were 49.9 million up 2% from the previous quarter driven by high litigation expenses which grew about $3.3 million sequentially offset by lower compensation and lower facilities expenses compared with the quarter a year ago pro forma operating expenses were up 8% due to our investment in the lighting division and also higher litigation.

Pro forma interest and other expense is at 2.8 million, up 20% from the previous quarter and up 62% from the quarter a year ago exclude non-cash interest on convertible notes. For pro forma tax expenses, we are using a flat rate of 36% on pro forma pre-tax income. Pro forma net income this quarter was 10.2 million or $0.09 per diluted share, representing a 68% decrease and a 92% decrease from the previous quarter and prior year, respectively, driven primary by the catch up payment in customer licensing income that I described earlier.

Overall cash defined as cash, cash equivalents in market securities was at 509 million, a decrease of 3 million from the previous quarter and a decrease of 160 million year-over-year. The decrease from a year ago was driven by the 169 million. We spent on stock buy backs in the last nine months of 2010. We did not buy back any shares in Q1 of this year.

Now I will give you some thoughts regarding the second quarter. This guidance affects our reasonable estimate and our actual results could differ materially from what I’m about to review.

For the second quarter, we expect customer license income and revenue, which will be the same to be between $62 million and $66 million. We expect pro forma operating expenses, which excludes stock-based comp, cost of restatement and amortization to be between 54 million and 58 million. These numbers include an estimate for litigation expenses of 14 million to 17 million. Pro forma net income is expected to be between $1 million and $5 million.

Before we open the call for questions, I’d like to address a few inquiries we received from stockholders via email or through our website. The first question posed an inquiry from our last conference call regarding market sizing, specifically how much of the memory controller market remains to be signed, and how much of that is represented in the current ITC action? Sharon, could you provide more information in that regard?

Sharon Holt

Yes, I can, Satish and good afternoon, everyone. Let me start by saying that I am purposely going to keep my response at a high level in light of our ongoing litigation with certain DRAM and SoC companies. That said here is our view of the two market segments. On the DRAM side, having just signed Samsung and Elpida, we have just over half the market signed and half to go.

For the full year 2010, Samsung and Elpida accounted for 54% of the $39 billion DRAM market according to iSuppli. That means the opportunity is to sign the remaining 46% of the market.

On the SoC side the analysis is more complex. The product mix of SoC’s incorporating DRAM memory controllers and/or serial links ranges from high end graphic processors and CPUs, products with prices in the hundreds of dollars range to low end DTV image processors, products that sell for less than $10.

By our estimates, in 2010 the global market for SoC with relevant DRAM memory controllers and/or serial links was $78 billion. There was a high degree of overlap in SoCs with both memory controllers and serial links. So approximately $50 billion of that $78 billion represents SoCs with both DRAM controller and serial links.

We have made significant progress in our DRAM controller licensing efforts with 75% of that $67 billion relevant market now licensed if we include Intel. So the market opportunity is to find the remaining 25% of Dram controllers and on top of that to find the relevant serial links. The ITC action involves companies whose products represent a meaningful portion of that unlicensed market. Keep in mind that we typically apply ASP caps to our SoC licenses. Also keep in mind that this analysis is based on going revenues and royalties. One-time events like back damages even though they are potentially substantial are not included in any of these percentages.

Satish Rishi

Thanks, Sharon. And can you address the next question too? What impact did the disaster in Japan have on our revenues?

Sharon Holt

I am happy to provide our view. First of all I would like to say our concerns are still with the victims of the tragedy and our customers, partners and colleagues in the region. As we have all seen in the news reports, the impact is expected in future quarters. As most companies had both raw materials and finished products in their supply chain. We are monitoring the situation and are in regular dialogue with our licensees. At this point we are forecasting modest impact. We will continue to update this view in the coming quarters.

Satish Rishi

Thanks, Sharon. And the last question pertains to Samsung’s news last month on the development of wide I/O. The question that came is was is Rambus working on wide I/O?

Sharon Holt

Thanks, Satish. As Herald outlined, there is clearly a need for industry solutions with high band width and low active power that fits into a small foot print. We believe there is great value for wide I/O with through silicon via or TSV down the road. The long-term promise of wide I/O with TSV interconnect technology is high bandwidth at very low power in a compact footprint. The first wide I/O products and the future wide I/O products with TSV will address major shortcomings of the current LPDDR roadmap, but will introduce other issues. Significant changes to supply chains and business models will be needed for broad adoption, particularly in mixed IC, SoC plus memory implementation.

In the meantime, we believe the solution like Mobile XDR can offer the increased performance the industry needs with very low power and an attractive footprint using the existing supply chain infrastructure.

We’ve been studying wide I/O with TSV technology for a number of years and have developed innovations, which we believe will ultimately enable access to the benefits of the technology while minimizing the downside. But we have been saying publicly that solutions like Mobile XDR can meet the power, performance and footprint needs in the near to intermediate term, giving the industry more time to work through the infrastructure and supply chain issues associated with wide I/O TSV solutions.

Satish Rishi

Thanks, Sharon. On behalf of the management people I’d like to thank those who submitted questions to us during the course of the quarter. We plan to continue addressing questions from stockholders on a periodic basis at this forum.

I have one quick announcement before we open the call for questions. We will be holding our annual stockholders meeting, next Thursday, April 28th at 9:00 AM at the Sheraton Hotel in Sunnyvale, California. We look forward to seeing many of you over there. And operator, we are in our way to open the call for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from Jeff Schreiner with Capstone Investments.

Jeff Schreiner – Capstone Investments

Yeah, thank you very much for taking my questions today. Tom, just starting out with you, don’t want to ask too many questions here on the litigation side I know there is a lot of uncertainty. But has the company done any research about timeframes and how many decisions have maybe gone as far as nine months or longer because it seems as if for our own research there are that many cases left around the whole argument timeframe for Rambus, I’m just kind of wondering what the typical exceptions are in terms of the timeframe of this decision?

Thomas Lavelle

Hi, Jeff, and thanks for the question. Let me remind everybody there is no news on the federal circuit which is what Jeff is referring to, that of decisions over looking forward to. And I also remind you, Jeff, and everybody else, this was an unusual case in two very important ways.

This five-judge panel was assigned, which is very unusual. Normally it’s a three-judge panel. But five judges were assigned to this second time we went through the hearings. And second it’s also two related – very closely related cases together. So you’ve got two complicating factors that could very well account for why it’s taking so long. And have we done research looking at dual cases with five judge panels? There aren’t enough for there to be any important data to give you to tell you what’s a normal expected date would be. This is just a different kind of case and that’s we can surmise.

Jeff Schreiner – Capstone Investments

Okay. Thank you very much, Tom. Satish, I was just wondering if there was any catch up from Panasonic or Toshiba in the quarter.

Satish Rishi

Yes, there was a catch up from Toshiba, but none from Panasonic.

Jeff Schreiner – Capstone Investments

Okay. And the next question, I really want to talk about was maybe with Sharon, and just I’m going to leave some of my write in questions I guess for maybe the May timeframe. We hope to learn a little bit more there. But just trying to understand given that there isn’t maybe at least we haven’t heard about it yet, kind of the stand-offish attitude towards Rambus with some of the LED technology. As we saw, the company license GE kind of ran out the gate. But kind of wondering why maybe the licensing has stalled out somewhat since GE, and if you could give us some help on where that licensing opportunity stands right now?

Harold Hughes

Let me take that question, Jeff. The licensing activity has gone forward a pace and we’ve had many very good discussions. The main focus that we have been addressing and the main need to allow us to scale has been the creation of facility in which we can build the masters, which masters within the use by manufacturing partners to satisfy the demand of licensees. That’s been the focus of what we’ve done. We’ve also worked a lot on the patent portfolios as you probably recall when we made the acquisition it came with significant patents. And that’s been an analyzed obviously as we are quite capable of analyzing.

So the second, the third step I would say we’ve been working on is signing agreements and enabling the manufacturing chain, which will become an important part of the process. I would say the licensing has gone as well as we could have hoped. We will have a lot more to say about it May where we can actually see some things.

Jeff Schreiner – Capstone Investments

Okay. Great. Thank you, Harold.

Harold Hughes

Welcome. I think you will, we will be talking a lot more specific when you actually look at things.

Jeff Schreiner – Capstone Investments

You and hold and feel, exactly. And (inaudible) just one or two more here and get off. Tom just, you are going finish up with you I guess as always the man of the hour here, but what authority does a judge have in the county of San Francisco here where the antitrust case is being heard to remand a jury award lower from the awarded amount?

Harold Hughes

That’s a hypothetical question, Jeff. We haven’t got a trial started. We haven’t got a liability determination, and we don’t have damages, but generally speaking judges in the Superior Court – remember this is a California Superior Court case, not a federal district court case, will have effectively the same power as we have seen used in other cases where he could remand it for a lower amount. And let’s hope it is a big enough amount that he thinks that might be something he wants to think about and then reject it. So he could do that theoretically, but I have got a few other things in front of that, that I am more concerned about before I get to that issue.

Jeff Schreiner – Capstone Investments

Fair enough. A last one here to wrap it up. Where do the ITC proceedings currently stands with some of the other companies that Rambus is currently litigating with?

Harold Hughes

The ITC case I think you are referring to, Jeff, is the other set of memory control companies that we filed late last year, that I think that’s what you are referring to. We have an oral hearing scheduled in the ITC in October of this year. And as you can imagine there is lots of activity going on in discovery and moving toward motions and getting ready for that oral hearing which will take place in October. It is on schedule and we expect it will continue to stay on schedule.

Jeff Schreiner – Capstone Investments

Okay. Everyone, thank you very much for taking my questions.

Satish Rishi

Thanks, Jeff.

Operator

Thank you. Our next question comes from Michael Cohen from MDC Financial Research.

Michael Cohen – MDC Financial Research

Thanks for taking my questions. I just have two questions for Tom. The first question is do you have the antitrust trial scheduled for June 7th, and when Judge Kramer did his track one and track two roll, it was at a time when he thought that the trial would likely go forward before the CFC rules. So my question is what would happen to the CFC rules between now and June 7th? Do you think that would for sure cause a delay in the trial? How do you think Judge Kramer might deal with that?

Thomas Lavelle

Thanks, Michael for the question. I think we would have to know what the ruling from the federal circuit was before we could even begin to answer the question. Of course, we don’t know that.

And rather than going into a scenario of multiple possible outcomes, we have to wait and see, one, when the decision comes out, and two what it is before we could make a determination as to what the likely outcome or consequence would be in the trial starting on June 7th in San Francisco. So I really can’t answer that. We’ve obviously given it a lot of thought and have a lot of thoughts about it. But there is too many possible outcomes for me to walk through them all.

Michael Cohen – MDC Financial Research

Okay. And my second question is regarding – for the CFC, we have both my both in Micron case and the Hynix case, do you have any thoughts on the likelihood of both those decisions coming on the same day, or do you think that there is a good chance that they might actually come on different days.

Thomas Lavelle

Frankly, I have been expecting them on the same day. And it’s I suppose it’s possible in any number of worlds whether to come out on different days and that’s possible, but I don’t expect that. I expect them to come out on the same day.

Michael Cohen – MDC Financial Research

Okay, great. Thank you very much for taking the questions.

Operator

Thank you. Our next question comes from Hamed Khorsand with BWS Financial.

Hamed Khorsand – BWS Financial

Hi, guys. Just two questions from me as well. The first one just a follow-up from the comments you made earlier. The Samsung relationship is about a year old now. And I just want to see if there has been any advancement in your relationship as far as a new product introductions go and any broader implications from the partnership with Samsung?

Sharon Holt

Hi, Hamed. This is Sharon. I’ll take that one. Well, definitely if we had any major new things to announce, we would do so, so you can certainly expect us to do that when there is something to announce.

But I can certainly comment that the relationship is very positive. We have regular meetings with several different product groups within Samsung in pursuit of opportunities to work together on new technology and also to move some of our products forward.

So I continue to feel very strongly that the relationship is moving forward in a positive direction, and certainly when we have something to announce we’ll do so.

Hamed Khorsand – BWS Financial

Okay. And I guess my second question is for you as well. Any reason for the delay in seeing an uptick in the Mobile XDR technology?

Sharon Holt

Well, I talked a little bit in my comments about some of the competing technologies. Frankly, I think the mobile market is evolving very rapidly, and in particular of late, I think the performance demands on the new smartphones and the introduction of numerous tablet platforms also with very new and demanding applications is driving some real trends in the market that I think is causing people to take a look at multiple alternatives.

Certainly we saw this when we first introduced the Mobile XDR technology, but the market is moving very quickly. As I said in my remarks, I think there are some major technology changes long-term that the industry is taking a look at. But in the meantime, there continue to be rising demands from the platforms and Mobile XDR certainly is a great solution I believe over the next few years, and we are also working on a longer term roadmap. I think there are other alternatives that are being considered.

I have mentioned before, not in this call, but in previous calls Rambus is in a pretty strong position. We have up on our website and we’ve talked previously about our innovations being used in some of the existing industry standards. We are going to continue to push Mobile XDR very hard that to the extent other solutions are adopted, we fully expect to monetize through our patent licensing efforts. So I think Rambus sits in a very good position either way, but we are still out aggressively talking to prospects about Mobile XDR and hope to get it adopted.

Hamed Khorsand – BWS Financial

Are you in the reference design stage yet?

Sharon Holt

I can’t comment as to the stage of any particular engagement.

Hamed Khorsand – BWS Financial

Okay. Thank you.

Operator

Thank you. I’m showing no further questions in the queue. I would now like to turn the call back over to Harold Hughes.

Harold Hughes

Again, as always, thank you for your continued interest and support. As Satish announced we have a shareholder meeting coming up shortly. We’d love to see many of you there. And with that, I’ll say goodbye until next quarter. Thank you.

Operator

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the conference and you may now disconnect. Everyone have a wonderful day.

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