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Rambus Inc. (NASDAQ:RMBS)

Q2 2012 Earnings Call

July 19, 2012 05:00 p.m. ET

Executives

Ron Black – President and CEO

Satish Rishi – CFO

Thomas Lavelle – General Counsel

Sharon Holt – General Manager, Semiconductor Business Group

Martin Scott – General Manager, New Business Group

Analysts

Paul Coster – JP Morgan

Matthew Galinko – Sidoti & Company

Michael Cohen – MDC Financial Research

Hamed Khorsand – BWS Financial

Operator

Good day ladies and gentlemen and welcome to the Rambus Q2 2012 conference call. At this time all participants are in a listen-only mode. Later we will conduct the question-and-answer session and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to introduce your host for today’s conference, Satish Rishi. Please go ahead.

Satish Rishi

Thank you Patrick. Welcome to the Rambus second quarter 2012 conference call. I'm Satish Rishi, CFO and on the call today are Ron Black, President and CEO, Thomas Lavelle our General Counsel, Sharon Holt, General Manager of Semiconductor Business Group and Martin Scott, General Manager, New Business Group.

Before we begin, I need to inform you that 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 10812253 when you hear the prompt. In addition, we are simultaneously webcasting this call, along with the audio we'll be webcasting slides too. So even if you're joining us via conference call, you may want to access the webcast for the 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 formats in our press release and in the earnings call. I also 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 that are discussed during this call, and which may be more fully described in the documents we file 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 reconciliation on our website at www.rambus.com on the Investor Relations page.

Now I will turn the call over to Ron to review the business, Ron.

Ron Black

Thanks Satish and good afternoon to everyone. Over the last months since becoming CEO, I have had the opportunity to meet with a number of people both internally and externally and I can tell you that I'm even more excited and impressed with the technical prowess that exists here at Rambus. This is a company that is [indiscernible] (02:47) with enormous technical strength in a multitude of fields. Nevertheless, as I mentioned on the call the day I joined the company, I'm very aware that our current stock price is not reflecting the overall value the company can provide. To that end I have been reviewing all of our businesses in depth and while I'm not prepared to make any changes immediately, I will say that we will be making decisions that optimize our business.

One of the biggest issues we face as a company is that our engagement model for patent licensing has affected our image in the market and created trust problems with the customers and partners we serve. Interestingly, this is not the universal position and there are many customers and partners that have excellent relationships with Rambus. It is such positive engagements that we must and will model to continuously grow the business. Now, just to be clear, it maybe necessary for us to from time to time take actions to protect our intellectual property. That happens in every industry. However, our primary strategy is to provide outstanding products and services to customers and partners that we serve and by doing so make their products better.

Turning to the industry at large and some of the key business drivers for Rambus, we are carefully monitoring and evaluating Micron’s offer to purchase Elpida. In general, we are in favor of the combination as consolidation tends to stabilize every industry, which in turn is ultimately good for all participants, Rambus included in this case. Simply put, if our customers are making money, it is easier for us to do so as well. With respect to Rambus’ collaboration with Micron and Elpida we remain confident that the combined entity that would result from this merger will want to take a license to our portfolio, which is obviously our goal. However, as Satish will outline in our guidance for the next quarter, we are taking the Elpida payments out until the situation is resolved. We think this is the prudent thing to do given the bankruptcy proceedings and the time it takes for deals to be finalized.

Moving now to our new business group, I have spent time with both our lighting and display team as well as our cryptography research tem and I see enormous opportunities for both of these businesses. On the lighting front, the deal we signed with Cooper Lighting is important as it allows us to interact with a leading lighting company and help them bring advanced LED lighting solutions to market. And there is a lot of activity taking place with Cooper. At LightFair, Rambus provided over 40 lighting pictures based on our novel MicroLens LED technology that puts light precisely where it wanted. I know this sounds obvious, but technically it is not very easy to do with LEDs. While I wasn’t personally at LightFair, the videos I saw and the discussions I had with external folks from the industry clearly indicated how impressive the Cooper booth was. And I can tell you our team is not only proud that the booth was essentially dedicated to Rambus based products, but also excited about the F&B from the enormous number of people that lined up to see it. Our collaborative relationship with Cooper is exactly the type of customer engagement model that will exist across the board in Rambus.

With our cryptography business, we similarly continue to gain traction and build up the importance of having secure devices. The customers we already have are those who understand the risks associated with systems and devices that remain unsecured. We recently announced that Discretix, which is a leading global provider of field proven content protection solutions has joined our growing list of partners who are incorporating our DPA countermeasures into their devices. This notion of proving superior technologies that actually help the customer deliver value to the end user is again exactly the type of model that will exist across the board at Rambus. I look forward to reporting on more partners and customers that adopt the CRI technology over the coming months. With that, I will turn the call back to Satish to review the financials, Satish.

Satish Rishi

Thanks Ron. As a reminder we include certain cash events and exclude certain non-cash events and this statement is non-indicative of our long-term performance. Customer licensing income is a non-GAAP measure that includes cash payments that we receive under a signed patent license agreement. It is how we measure the top line of our business and it maybe different in the revenue within a particular period when the amount of cash received from our customers is different than the revenue that we recognized.

Customer licensing income for the quarter was $57.4 million, within our guidance of $54 to $60 million. Pro forma expenses came in at about $56 million, slightly below our guidance of $57 to $61 million. Pro forma pre-tax income was a loss of $1.7 million and pro forma net income was a loss of $1.1 million as compared to our guidance of the loss between $6 million and breakeven.

Customers licensing income for the quarter at $57.4 million was a decrease of 12% from the previous quarter and a decrease of 21% from the quarter a year ago. The sequential decline was primarily due to one-time payments from MediaTek and [indiscernible] (08:03) in the first quarter and a lower royalty payment from Nvidia. The year-over-year decline was due to lower variable payments received from [indiscernible] (08:14) customers namely Samsung and Elpida who have seen their revenue decline as well as lower royalty payments from Nvidia. These declines were offset by royalties from our new customers, MediaTek, Broadcom and others who signed with us in the past year.

The current quarter included royalty payments received from Broadcom, a new licensee that we signed in Q4 of last year. Recurring CLI for the quarter was $57 million. Pro forma operating expenses were $56 million, essentially flat for the previous quarter. These pro forma expenses include litigation expenses of $4.5 million, up 9% quarter over quarter.

Compared with the prior quarter and prior year our PRO forma and MG&A expenses were higher by 2% and 35% respectively due to our continued investments in CRI, our lighting division and the recent acquisition of Unity Semiconductor. MG&A expenses for the same periods were lower by 4% and 8% respectively. Excluding litigation expenses, MG&A was higher by $4.7 million as compared to the prior year due to continued investment acquisitions as mentioned, higher operating expenses for recruiting services, the recently completed exchange offer and organic headcount growth. Excluding litigation expenses MG&A was lower by $1.2 million as compared to the prior quarter driven primarily by lower marketing activities.

Pro forma interest and other expenses were $3 million, flat for the previous quarter and flat from the quarter a year ago. For pro forma tax expenses we are using a flat rate of 36% on pro forma

Pre-tax income. [Indiscernible] (09:57) Pro forma net income this quarter was a loss of $1.1 million as compared to a gain of $3.6 million a quarter ago and $12.4 million a year ago. Overall cash, defined as cash, cash equivalents and market securities was at $203 million, a decrease of $30 million from the previous quarter and a decrease of $156 million year-over-year.

During the year we paid out the first $17 million for retention bonus associated with the CRI acquisition from last year. It also included approximately $10 million on CapEx and a deferred payment for the Unity Semiconductor acquisition from the previous quarter.

Cash flow from operations, which included the retention bonus payout was a negative $20 million. The decreased from a year ago includes our acquisition of Unity Semiconductor, additional CapEx, additional acquisitions as well as the payments we made to Samsung for their exercise of the $100 million put option offset in part by the cash we generated from operations over the year.

Now I want to give you some thoughts regarding the third quarter. This guidance reflects our reasonable estimates and our actual results could differ materially from what I am about to review. For the third quarter we expect customer licensing income to be between $55 and $61 million and revenue to be $54 and $60 million. As Ron mentioned, we are not including payments from Elpida in our guidance. Elpida is in bankruptcy proceeding in Japan and they are expected to submit a plan of reorganization in late August. At this time we are not sure whether Elpida will continue to pay us under the license agreement or start paying when they submit the reorganization plan. Given that uncertainty we have excluded the receipt of royalty payment from Elpida from our guidance.

We expect pro forma operating expenses which excludes stock based comp, cost of restatements, retention costs, amortization and acquisition expenses should be between $58 and $63 million. These amounts include an estimate for litigation expenses of between $4 million and $7 million. Pro forma net income is expected to be between a loss of $7 million and a loss of $1 million.

Before we open the call up for questions, I want to remind you that in the Rambus’ action against LSI Logic, ST Microelectronics and other respondents for the ITC, the targeted day for completion of its investigation was extended to July 25, 2012. We are now ready to open the lines for Q&A. Operator, please open the lines.

Question-and-Answer Session

Operator

[Operator Instructions]. Please hold for our first question. Our first question comes from Paul Coster from JP Morgan. Your line is open.

Paul Coster – JP Morgan

Yes, thank you. A little bit late, so I may have missed this but can you talk about the proportion of revenues coming from the new business group and or the growth rate that you’re experiencing in that group and where specifically you are seeing most of the growth? Is it in CRI or in the lighting applications?

Satish Rishi

Yeah, hi Paul. As we have said in the last call we had spending towards 15% mix, 15% NBG as a total percent of revenue. So we are on track for that. I think there might be some variations quarter-over-quarter but that’s what our end goal is. That a lot of the growth within the NBG group is coming – most of the revenue in the NBG group is coming from CRI. And as we’ve said before that we expect 2013 is when LBT will start becoming material.

Paul Coster – JP Morgan

Okay, got it. You mentioned Elpida from third quarter guidance. Without that what would the for year-on-year growth decline or growth actually or sequential kind of growth rate have been?

Satish Rishi

Well I think the best way to look at it would be that quarter-over-quarter we are guiding towards flat top line if we are excluding Elpida. So organically we are expecting additional growth coming in from other licensees and other business which we have included. So we don’t break out what the Elpida portion is but we’ve publicly said that [indiscernible] (14:37) we have got about $25 million approximately with some variability in the revenue. So you can do that math to get to what proportion Elpida might be paying. So without Elpida we are forecasting for some growth quarter-over-quarter.

Paul Coster – JP Morgan

My last question is it must be tempting to just slash the OpEx and drive this company into profitability and you could do that, why don’t you consider that? Why don’t you do it?

Satish Rishi

There is no reason not to do it. I think that is something which as we’ve looked at the business with some of the outcomes we had earlier in the year, some of our license have been pushed out. So I think our expectation is that we will continue to monitor the situation and if there is a need to look at other options, we will look at them. They are not off the table.

Ron Black

Paul, this is Ron.

Paul Coster – JP Morgan

Yes, I am sorry.

Ron Black

Paul, this is Ron Black. Just one more thing to add and I think its probably because you came in a little bit late to the call. In the beginning I explained that I am in fact with the team going through a deep dive in all of the businesses. So you just need to give us a little bit more time to be more explicit about what we’re going to do with respect to expenses.

Paul Coster – JP Morgan

Okay, thanks very much. I appreciate that.

Operator

Our next question comes from Matthew Galinko from Sidoti & Company. Your line is open.

Matthew Galinko - Sidoti & Company

Hi thanks guys. My first question is do you have any different expectations now following the acquisition of Cooper?

Satish Rishi

Hi Matt, different expectations in what sense?

Matthew Galinko - Sidoti & Company

In terms of how that business ramps within Cooper or any sense that priority that LED light is going to play within the consolidated company?

Satish Rishi

Are you talking about the acquisition from [indiscernible] (16:36) or are you talking about just general.

Matthew Galinko - Sidoti & Company

Right, the acquisition from (inaudible).

Martin Scott

This is Martin. We haven't seen any indication other than continued robust support of all of our products with Cooper that we have a long deep dive with them in the next week on and increasing product portfolio that they are very anxious to get to market. So we’re actually quite bullish about the partnership so far.

Matthew Galinko - Sidoti & Company

Okay, great. And anything you could talk about in terms of additional partners in the LED lighting space?

Martin Scott

Nothing to announce today but please stay tuned.

Matthew Galinko - Sidoti & Company

Okay, great. And then could you just – I know you have talked on this in the past but what are your expectations for contract revenue for the next few quarters?

Satish Rishi

Matt most of our contract revenue is from – we have three royalties so there is some seasonality, not most of it, still fair part of that comes from revenues. There is some seasonality built in the first half, typically is lower in the second half end up being higher. So I think my expectation would be that no different from the previous years, we would expect to see a slight pickup in Q3 and then Q1 next year would be much lower than what we see in Q3 on the contract revenue. In the meantime we are talking to other partners to engage in other customer relationships and customer contracts and as and when we sign something that is significant we will announce that but we continue signing smaller contracts which we typically don’t announce because they are not significant and the customers don’t want us to go and announcing it, that’s the project we are working for them and they are paying us for it. So it is a part of our revenue that has been fairly stable over the past couple of quarters.

Matthew Galinko - Sidoti & Company

Okay. Can I ask a couple of more or should I jump back in the queue?

Satish Rishi

No, please go ahead.

Matthew Galinko - Sidoti & Company

Okay. Curious if there is anything that we can or should read into ITC delaying its decision?

Thomas Lavelle

Hi Matthew, this is Tom. No, I don’t think the delay is anything special to Rambus or any of the respondents in that case. The ITC has pushed out a number of its cases that are pretty heavy on backlog right now. So I don’t read anything special into that at all.

Matthew Galinko - Sidoti & Company

Okay. Also sort of a clean-up question here but turning from the press release there were no onetime payments from any licensee this quarter including Broadcom, is that right?

Satish Rishi

Yes. Excluding Broadcom, there were no other onetime and its not onetime anymore, Broadcom is recovering strong in this quarter. The first time we received their payment was this quarter.

Matthew Galinko - Sidoti & Company

Okay. So there is nothing unusual about their payment this quarter in terms of the size?

Satish Rishi

No, there is not.

Matthew Galinko - Sidoti & Company

Okay.

Satish Rishi

That’s why we set our recovery revenue – we set $57 million which is very close to our total revenue.

Matthew Galinko - Sidoti & Company

Okay. Yeah, last question for Ron, just wanted to sort of just wanted to post this one to you again over the – kind of few weeks but in terms of the new business group is there any one in particular that most encouraged about and, you know, after talking to both groups?

Ron Black

Kind of a question which of your children is most attractive.

Matthew Galinko - Sidoti & Company

Sure, yeah no of course.

Ron Black

No, I look at the businesses independently and I find them both to have a lot of attractiveness in different ways. What I am very impressed with both of them about my try to mold that into the scrip is that they have very tight customer relations and they have a true collaborative approach which you can see as enormous advantages in terms of really anticipating where the future is going and working to a common end. And obviously when we get into partner negation that’s a little tougher road to go down with the customers.

What I keep telling all of the teams is revenue is very good, so to the extent that we said LBT the lighting group is revenue next year, right, I would say if there is anything that could drive a figure this is ahead and the attractiveness category today but we’ll hopefully catch up on LBT.

Matthew Galinko - Sidoti & Company

Good, thanks. That’s all I’ve got for questions.

Operator

Our next question comes from Michael Cohen from MDC Financial Research. Your line is open.

Michael Cohen – MDC Financial Research

Hi this question is for Tom. Tom its been a while since we’ve heard an update on what’s going on in Europe. I was wondering if you could just kind of remind us of the landscape of cases that are there and quick summary of what the current status of any that are over there.

Thomas Lavelle

Thanks Michael. Yes, basically high level summary is the main and probably the only really important case right now in Europe is the settlement that we reached with Digicomp few years ago that was appealed by Hynix to the court of appeal in Europe. That case has not been scheduled and we’re hearing at this point and that’s still somewhere up in the future. Hynix is attempting to overturn the agreement that we made with the European Union to offer licenses to both memory control companies and DRAM manufacturers and trying to get out a return. And there is no news that that agreement remains in place while that appeal goes forward.

Michael Cohen – MDC Financial Research

Can you give a little bit of comment in terms of why Hynix would still want that a return, it almost seems like in many respects if that agreement was undone that might actually be good for you?

Thomas Lavelle

I think you probably ought to ask Hynix why they would have done that rather than me.

Michael Cohen – MDC Financial Research

Okay.

Thomas Lavelle

We think it’s a pretty good agreement.

Michael Cohen – MDC Financial Research

In terms of the question from you how would you feel if your let's say that agreement was undone?

Thomas Lavelle

Well I think if the agreement were undone it would call into question what the purpose of Digicomp is in Europe entering into settlement agreements with companies. We made a settlement agreement and I think that would undermine the role of Digicomp doing its job in Europe. What it would do to Rambus as you indicated Michael, it would allow us to enter into agreements as we chose to rather than as we agreed to do with the commission. I don’t know that it would have a huge difference in overall impact because our business is licensing people anyway. So we agreed to do what we do for living as part of the settlement agreement.

Michael Cohen – MDC Financial Research

Okay. Thank you, I appreciate it.

Operator

Our next question comes from Hamed Khorsand from BWS Financial. Your line is open.

Hamed Khorsand - BWS Financial

Hi guys, just a question I have here is given the commentary that you said during the regular comments was that you are looking at different aspects of the business but are you looking at ways to leverage the current patents at all or are you really just looking at some operationally breaking up the company in the manner. I am just trying to get a little bit granular detail as to what you’re looking at here?

Ron Black

This is Ron. There is really nothing off the table obviously as a new leader of the company you have to take input and look at all possibilities. I tried to again read into the script that I am very sensitive to value creation for shareholders, so that is our top priority but in terms of the patents, I see them as an incredibly valuable asset. It’s something very important to this company. And of course we will always look to try to monetize that value in the most expedient way that gives us a long term value creation.

Hamed Khorsand - BWS Financial

Okay. And then your R&D expense just overall – I mean how would you describe that because it almost sounds like your valuing what to do with it but you’re also continuing to spend in R&D. So is it going into an abyss or are we going to see more products or patents from this – can you just explain that a little bit more?

Satish Rishi

Sure Hamed, this is Satish. If you look at what a lot of R&D generates technology which publicly is shown as patents and patent finding and you can see that our patent findings continue to increase overtime. We’ve had patents start expiring in starting 2010 but our rate of growth for the actual outstanding patents continue to increase. So lot of the technology we are focused on in R&D that we are working and developing is for the future and no its not going into an abyss. There are a lot of technical innovations and if you look at the number of papers that an entity represented and been awarded best paper in the last couple of years, you will find that for a company our size the amount of respect we get and the recognition we get is off the charts.

Hamed Khorsand - BWS Financial

I mean I understand you guys are being granted patents but then I look at the revenue line, the revenue line hasn’t grown over the last five, six years, so I mean that has to look good from that standpoint too though, right?

Satish Rishi

Sure. And so there is the technology development, there is the patent development and then there is a monetization. And I think we had this discussion last time as we talked about I think your question that we had signed new license fees, yet our overall revenue was going down. And we tried to explained that was seasonality, part of this part was because our – the overall DRAM market was down and Samsung and Elpida, they are on variable royalties at this point in time. And given that the second half of last year the DRAM market was down that affects us two quarters in arrears and that’s part of the reason why Q1 and Q2 for us were lower in DRAM revenue.

We also explained that the NVIDIA license that we had. once we settle with them, we reduced our payments so that also caused for a lower run rate going forward. So those are some of the reasons why our revenue is down. In the meantime we are continuing to try to monetize with other controller companies and also with the DRAM companies.

Hamed Khorsand - BWS Financial

Okay, thank you.

Satish Rishi

Thank you, Hamed.

Operator

This does our Q&A session. I will turn it back to Ron Black.

Ron Black

Thank you all for your continued interest and support. I look forward to speaking with you again soon. Good day.

Operator

Ladies and gentlemen, thanks for participating in today’s program. This concludes the program. You may all disconnect.

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