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Executives

Harold Hughes – President and Chief Executive Officer

Satish Rishi – Senior Vice President and Chief Financial Officer

Thomas Lavelle – Senior Vice President and General Counsel

Sharon Holt – Senior Vice President and General Manager, Semiconductor Business Group

Analysts

Mark Strouse – JPMorgan Securities, LLC

Michael D. Cohen – MDC Financial Research, LLC

Hamed Khorsand – BWS Financial, Inc.

Rambus, Inc. (RMBS) Q4 2011 Earnings Call January 26, 2012 5:00 PM ET

Operator

Good day, ladies and gentlemen and welcome to Rambus Incorporated fourth quarter 2011 earnings conference call. (Operator Instructions) As a reminder, this conference call may be recorded.

I would now like to hand the conference over to Mr. Satish Rishi. Sir, you may begin.

Satish Rishi

Thank you, operator and welcome to Rambus fourth quarter and 2011 year-end 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 General Manager 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 call will be available for the next week at 855-859-2056. You can hear the replay by dialing the toll-free number and then entering ID number 44751731 when you hear the prompt.

In addition, we are simultaneously webcasting this call, and along with the audio we'll be webcasting slides. So if you're joining us via conference call, you may want to access the webcast with a slide presentation. A replay of this call can be accessed on our website beginning today at 5:00 p.m. Pacific Time.

In an effort to provide greater clarity in our financials, we are using both GAAP and non-GAAP pro forma financial formats in our press release and our conference call. I need to advise you that the discussion today will contain forward-looking statements regarding our financial prospects, pending and current 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-Qs and 10-Ks. 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 have posted on our website reconciliations of these non-GAAP financials to the most directly comparable GAAP measures. You can find a copy of our earnings release and the recon 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.

Overall, 2011 was a mixed year for Rambus. While we had some disappointing court results, particularly the CSC decisions with Hynix and Micron cases, as well as the price-fixing case in San Francisco. We ended the year on a very positive note with $83.4 million in Q4 revenue. This brought our annual revenue to $312.4 million, beating our plan. The run rate for our bus is certainly growing as we ended the year -- as we ended 2011 at a higher run rate than at one which we started the year.

From a licensing perspective, we signed or re-signed a number of key patent license agreements during the year, including Toshiba, Panasonic, Freescale, Broadcom, as well as an important smartphone and tablet manufacturer. The agreement with both Freescale and Broadcom are important as they settle the outstanding claims with these companies, in both the ITC matter as well as the individual district court cases, including the resolution of the past use of patented innovations.

In addition, we have signed a forward-looking license agreement with both Freescale and Broadcom which underscores the value of our patents for the future. At our core, we are a company of inventors and we finished 2011 with 1.386 patents and other 1,059 pending applications. This is roughly a 20% increase over the previous year. Throughout 2011, we continued to innovate in all our key areas, semiconductors, lighting and display, as well as our newly acquired security business.

On the semiconductor side, we introduced a revolutionary new clocking, using fast power-on technology. We'll be showing a silicon-based demonstration of this technology next week at DesignCon. We will also be continuing the showcase of our technology leadership position by presenting a remarkable 10 papers at DesignCon on a variety of topics, including power management, single-ended high-speed signaling, and securing mobile devices through cryptographic techniques.

In addition, we are engaging with the Industrial Technology Research Institute (ITRI) in Taiwan, which is one of the world's leading research institutes. This engagement will be focused on the development of interconnected 3D packaging technologies. And, as part of this agreement, we have joined the Advanced Stacked-System Technology and Application Consortium. This is a multinational research association led by ITRI.

During the course of 2011, we continued to execute on our diversification strategy within both our Lighting and Display Technology group, as well as by our acquisition of Cryptography Research. Both of these groups have had a lot of activity in their respective areas, and I'd like to take a few moments to recap some of their highlights.

In May, our Lighting and Display division was proud to highlight the GE Lighting -- that GE Lighting demonstrated a new line of energy-efficient fixtures based on innovations. Our lighting innovations allowed designers to truly harness all of the advantages of LEDs.

With our solutions, our licensees can create a highly-efficient edge-lit LED light fixture that provides precise control of the lighting distribution and unparalleled freedom of design. Because our lighting solutions address optical design, thermal management and power delivery, customers can achieve rapid time-to-market and unprecedented price performance characteristics in their lighting products.

Our lighting solutions achieve all this with an extremely high optical efficiency. And by leveraging the capabilities of a world-class supply chain partners, we are able to help our licensees create reliable products at low cost. This is a very exciting time to be in the lighting business, and we look forward to sharing more of our plans in this space throughout the year.

Many of the same innovations that enable our lighting solutions also enable highly-efficient back-lit solutions for LCD displays. As displays go to higher resolution and have an increasing impact on the bill of materials and power budgets in products from TVs to tablets, backlight efficiency is a first order concern. There are significant licensing opportunities for our innovations and solutions that enable thinner, more cost-effective and low-cost displays.

On the security side, we had a number of opportunities in 2011 to showcase our newly acquired Cryptography Research or CRI technology. CRI achieved success on the DPA countermeasures front with a license to a major cellphone and tablet manufacturer. During 2011, our CRI team signed license agreements with CPU Tech and Nikon, and partnership agreements with NVIDIA and Kyrex.

In addition to what we're doing on the DPA countermeasures side, we are building a strong ecosystem within the pay TV space. We have new cryptographic firewall engagements with some of the key players, such as Trident, MStar, Verimatrix and [PhysX] [ph]. And our CRA team continues to highlight the importance of securing devices through various speaking engagements. One of it featured Paul Kocher giving a talk at the Intel Developer Forum this past September.

As a company, we have a number of important programs in place across all our visions, and we continue to be recognized in various fields. Just this week, our very own Dr. David Stork was named a fellow of the International Society of Optics and Photonics. All of our businesses are driving rapid innovation and change, whether it's in high-performance, low-power memory systems, highly-efficient and cost-effective lighting and display solutions, or across a broad spectrum of electronics that all need to be secure.

Innovation remains at the core of our company. I am more excited than ever for Rambus and its prospects in 2012. Now I'll turn the call over to Satish to walk us through our financials.

Satish Rishi

Thanks Harold. As a reminder, we use non-GAAP or pro forma met numbers, which we believe are indicative of company performance as they include the impact of certain cash events and exclude certain non-cash and discrete events, not indicative of a long-term performance.

Customer licensing income is a non-GAAP measure that includes royalty-related payments that we receive under a signed patent license agreement. It is how we measure the top line performance of a business, and it may be different than revenue within a particular period when the amounts of cash received from patent licensees is different than the revenue recognized.

We had another great quarter and finished with another strong year. I will cover the quarter briefly and then the year. As per the updated guidance we provided at the beginning of this month, revenue was $83.4 million. Customer licensing income was $84.5 million.

Pro forma expenses came in at $66.4 million, above our guidance of between $58 million and $62 million, driven primarily by higher litigation expenses as we accrued the Hynix bond expenses of $8.3 million in the quarter. Pro forma pre-tax income was $15.1 million and pro forma net income was $9.7 million.

As Harold mentioned, during the year we re-signed patent license agreements with Toshiba and Panasonic, and signed new licensees -- signed new licenses with Freescale, a smartphone manufacturer, and Broadcom. The new agreements had payments for back dues, and in aggregate for the year these back due royalty payments amounted to about $41.7 million. In 2010, the one-time back due payments amounted to $222 million.

Put another way, recurring CLI in 2011 was $276.2 million, an increase of 21% for the prior year. Total CLI was $317.8 million, a decrease of 29% from the prior-year, primarily due to higher back dues from payments in 2010. If you do the math, you can conclude that the run rate for the business has improved and we are exiting 2011 at a much higher run rate than what we started the year with.

As we continue to invest in both semiconductor business and the new business groups, we've been asked to provide some additional information on the size of our businesses. In 2011, approximately $261 million or 94% of our recurring CLI was generated from a traditional semiconductor business. This was a growth of 14% year-over-year.

CLI for the NBG group, which included only seven months of CRI and a full year of Lighting and Display technologies, represented 6% of the recurring CLI for the company. We are clearly making progress with the diversification strategy. As our new businesses continue to scale, we expect they could represent a mid-teen percentage of the top line in 2012.

For the full year, pro forma operating expenses were $233.8 million, up 27% from the previous year. This change was driven by $38 million increase in litigation expenses year-over-year and the continued investment in our lighting and cryptography businesses. For the year, pro forma interest and other expenses were $11.6 million, up 50% due primarily to the accounting for our Sunnyvale lease for the full year in 2011.

For pro forma tax expenses we are using a flat rate of 36% on pro forma pre-tax income. For the year, pro forma net income was $46.3 million. Overall cash defined as cash, cash equivalents and marketable securities was $289 million at the end of the year. Despite a sizeable litigation expense, during the year, we generated $55 million in cash from operations. During the year, we also spent $169 million on acquisitions, $21 million on capital, and $100 million for Samsung's exercise of its book.

Now, I'll give you some thoughts regarding the first quarter. This guidance looks like our reasonable estimates and our actual results could differ materially from what I'm about to review. For the first quarter, we expect customer licensing income to be between $61 million and $66 million, and revenue to be between $59 million and $64 million.

We expect pro forma operating expenses, which exclude stock-based comp, cost of restatement, TRI retention cost and amortization to be between $57 million and $61 million. These amounts include an estimate of litigation expenses of $7 million to $10 million. Pro forma net income is expected to be between a loss of $2 million and an income of $4 million.

Before we open the lines for Q&A, we want to provide a quick update on certain litigation matters. As I mentioned earlier, we accrued $8.3 million for the Hynix bond following an order by Judge Whyte, in which he released Hynix from the bond. That has put in place only the 2006 verdict in which jury found in our favor and awarded us $397 million. According to the order, Rambus is required to pay the bond premiums of $8.3 million, but the escrow of royalties paid still remains in place.

With that, we'd like to head straight into Q&A. Operator, please open the call for questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) Our first question comes from Paul Coster from JPMorgan.

Mark Strouse – JPMorgan Securities, LLC

Hey, hi, it's Mark Strouse on behalf of Paul. I guess starting off, can you just give us an indication just how we should think about Broadcom going forward? I think you kind of gave an indication of what the one-time payment was, but how should we think about that on a quarterly run rate going forward for these five years?

Satish Rishi

Hey, Mark. We are limited in what we can say for some of the contracts that we sign because our customers, they don't want to disclose what the total amount is. So, I am not at liberty to give any more information at this point in time. We have tried to provide additional granularity on our businesses, recurring and non-recurring revenues. But beyond that, I can't comment on any specific customer. I can give you numbers in aggregate, which I have provided this time around.

Mark Strouse – JPMorgan Securities, LLC

Okay, understood. And then, I guess can you give any updates on the pending large litigation cases that are out there, as far as anything changes with the timeline? And then, the follow-up to that would be if there's been anything new with the antitrust case with Hynix Semiconductor, if there is anything new to the potential appeal or what your thoughts are there?

Thomas Lavelle

Mark, this is Tom Lavelle. Thanks for the question. With respect to any changes in the timeline, generally speaking, no, there haven't been any changes. I think you're talking about the federal circuit case involving NVIDIA. I am guessing you're talking about what the appellate procedures, if any, we will be taking in the San Francisco price-fixing case. And let me assure people that we do have every intention of attempting to reverse that decision.

Whether we do it in the form of a motion for a new trial or do it in the form of an appeal, we do not have to decide that until the middle of next week. And we are taking our time, doing the best we can to do the best for the company in getting that case reversed. Update in the Micron Delaware case, there was a hearing today in Wilmington, Delaware.

Judge Robinson following up on the remand order from the Fed circuit had a hearing today and, frankly, indicated she doesn't intend to change her factual findings that were originally issued by her in 2009, is considering how to deal with the question of the terminating sanctions that she originally imposed and were reversed by the Fed circuit. Our impression is that she seems somewhat troubled by the language of the Fed circuit and how she's going to move forward.

She will make a decision on that based on the briefings that were submitted and the arguments that were made today. One of the key issues there, of course, is going to be whether, in fact, prejudice occurred to Micron as a result of the finding that exfoliation occurred. It's an interesting question and we argued again today, as we have all along, that there has to be a finding the prior art was somehow withheld.

There has never been, in the years that we have been involved in this case, any indication of any prior art that was not presented to the patent office. There has been a lot of years, a lot of people looking at this, and nobody has come up with such prior art. The argument seems to be made that we exfoliated that information. But I just pointed out that how can you exfoliate publicly available information. And I think that's kind of where it stands now.

We're waiting for a decision from Judge Robinson after today's arguments. We still are waiting for ruling in the ITC memory controller cases. That probably will occur around March 2nd, and I think that's pretty much -- and Judge Whyte, we're still waiting for a ruling from Judge Whyte. We had a hearing in December in front of Judge Whyte. He subsequently issued, as Satish pointed out, the ruling on the bond, which was a direct result of having been reversed by the federal circuit.

He indicated that's not an indication of how he's going to rule necessarily with respect to the substantive issue of whether he reimposes the judgment that he originally imposed in the first place. And as Satish also noted, the escrow amounts for the temporary license that was put in place, remain in effect. And so, I think that pretty much covers all the big cases.

Mark Strouse – JPMorgan Securities, LLC

Right, okay, thank you very much. That's it for us.

Operator

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

Michael D. Cohen – MDC Financial Research, LLC

Yeah, hi, Tom. Thank you for that update of the litigation. I'm currently actually in Delaware where I watched the oral arguments with Judge Robinson this morning. I'm looking for a little bit more granularity, though, in terms of the post-trial activities in the antitrust case. So it appears that there's a stipulation to where the last day you could file a motion for a new trial, I guess, would be January 31st. And then, I was wondering why would you not choose to file that motion?

Thomas Lavelle

Well, there are different standards for motion for a new trial versus an appeal, and we are still examining which is the optimal way for Rambus to go as between the motion for a new trial, which would go to Judge McBride, or going directly to the appellate court, which would be an appeal from the verdict. And the legal rulings that were made during the trial that we believe led to a verdict that we think was incorrectly come to because of the failure of certain evidence to come into the case.

Michael D. Cohen – MDC Financial Research, LLC

Okay. And what other types of post-trial motions could there be other than a motion for a new trial that would be with Judge McBride before you then go to the appeals court?

Thomas Lavelle

Well, those are the two -- the two that I just identified are the ones we're looking at, namely, a motion for a new trial or an appeal.

Michael D. Cohen – MDC Financial Research, LLC

Okay. So other than the motion for a new trial, you would only anticipate filing any other post-trial motions with Judge McBride?

Thomas Lavelle

Not at the -- no, we're not -- we will make a decision next week on which direction we go.

Michael D. Cohen – MDC Financial Research, LLC

Okay, excellent. Thank you very much.

Operator

Thank you. Now, our next question comes from Hamed Khorsand from BWS Financial.

Hamed Khorsand – BWS Financial, Inc.

Hi, just a couple of questions here. I just want to understand what kind of impact do you have if there's any timing issues as far as the revenue you would recognize from your -- from the mobile customer that you guys haven't named yet?

Satish Rishi

Sorry, Hamed, could you repeat that question? It wasn't very clear.

Hamed Khorsand – BWS Financial, Inc.

Yeah. Well, I'm trying to figure out, is there any form of lumpiness associated with revenue that you guys would generate from your smartphone customer?

Satish Rishi

With the one we already signed, we had some lumpiness in Q2. And after that, we've been getting fixed payments, which will continue for the next -- over a five-year term from the inception of the license.

Hamed Khorsand – BWS Financial, Inc.

Okay. And I don't know if you're able to answer this, but did you guys provide any kind of special terms to Broadcom as far as signing the settlement?

Sharon Holt

So this is Sharon. We -- as Satish mentioned previously, the terms of the agreement are confidential, most of the terms of the agreement. So what we revealed in the press release is all we're at liberty to say.

Hamed Khorsand – BWS Financial, Inc.

Okay. I'm just trying to figure out was there any preferential compared to what you already have on your website, as far as a template agreement?

Sharon Holt

I can't give you any more color than what's in the press release, Hamed.

Hamed Khorsand – BWS Financial, Inc.

Okay, all right. And will you start generating revenue from the GE agreement this quarter?

Satish Rishi

We are expecting that GE will have started shipping or will start shipping some other fixtures this quarter. So we have generated some revenue from GE in the prior year also as we worked on some projects with them. So based on the technology of the contract revenue, we do have some revenue from GE already on our books. But in terms of getting revenue from fixture that's not shipping, we expect them to start shipping fixtures this quarter. We should start collecting some revenue starting next quarter.

Hamed Khorsand – BWS Financial, Inc.

Okay, great. Thank you.

Operator

Thank you. This concludes our question-and-answer session. I will now like to hand the conference over to Mr. Harold Hughes, CEO.

Harold Hughes

Again, thanks everyone for your continued interest and support, and we look forward to speaking to you soon. Thank you.

Operator

Ladies and gentlemen, thank you for participating in today's conference. This concludes our program for today. You may all disconnect and have a wonderful day.

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