Rambus Inc (RMBS) 2011 Q4 法說會逐字稿

Good day ladies and gentlemen and welcome to Rambus Incorporated Fourth-Quarter 2011 Earnings Conference Call. At this time all participants are in a listen-only mode. Later we'll conduct a question-and-answer session and instructions will be given at that time. (Operator Instructions) As a reminder this conference call may be recorded. I would now like to turn the conference over to Mr. Satish Rishi. Sir, you may begin.

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 Council; and Sharon Holt, Senior VP and General Manager of the Semiconductor Business Group. The press release with the results that will be discussed here today have been filed with the SEC on form 8K. 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 web casting this call and, along with the audio, will be web casting slides. So 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 pm Pacific time.

In an effort to provide great clarity in our financials, we are using both GAAP and non-GAAP pro forma financial formats in our press release on 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 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 8Ks, 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.

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 business is certainly growing as we ended the year -- as we ended 2011 at a higher run rate than one at which we started the year.

From a licensing perspective, we signed or resigned 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, since they settled 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 another 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; semi-conductors, 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 also will 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 focussed on the development of interconnected 3D packaging technologies and, as part of this agreement, we have joined the Advanced Stack System Technology and Applications Consortium. This is a multi-national research association led by ITRI.

During the course of 2011, we continued to execute on our diversification strategy with -- in both our lighting and display technology group, as well as by our acquisition of cryptographic research. Both of these groups have had a lot of activity in their respective areas, and I would 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 our innovations. Our lighting innovations allow designers to truly harness all of the advantages of LEDs.

With our solutions, our licensees can create a highly efficient edge 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 partner -- 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, the higher resolution and have an increasing on the bill of materials and power budgets in products from TVs and tablets, back-light efficiency is the first order of 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 cryptographic research, or CRI technology. CRI achieved success on the DPA counter-measures front with a license to a major cell phone and tablet manufacturer.

During 2011, our CRI team signed license agreements with CPU Tech and Micron and partnership agreements with INVIA and [Tyrex]. In addition to what we're doing on he DPA counter-measures 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, Instar, Veramatrix, and Visics. And our CRI team continues to highlight the importance of securing devices through various speaking engagements. One of which 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 and 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 and I'm 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.

Thanks, Harold. As a reminder we use non-GAAP or pro forma 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 licenses is different than the brand you recognized.

We ended a 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 pretax income was $15.1 million, and pro forma net income was $9.7 million.

As Harold mentioned, during the year we resigned patent license agreements with Toshiba and Panasonic and signed new licensees -- signed new licenses with Freescale, a SmartPhone manufacturer and Broadcom. The new agreements have payments for back dues and in aggregate for the year these backdated 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 have 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. And 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 percent 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 a $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 pretax income. For the year, pro forma net income was $46.3 million.

Overall cash, defined as cash, cash equivalents and [market] 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 in capital, and $100 million for Samsung exercise of its [book]. Now I'll give you some thoughts regarding the first quarter. This guidance reflects 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, CRI retention cost and amortization to between $57 million and $61 million. These amounts include an estimate for 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 White in which he released Hynix from the bond that was put in place following the 2006 verdict in which the 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 would like to head straight into Q&A.

(Operator Instructions)

Paul Coster from JP Morgan.

Yes, hello, it's Mark Strauss 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?

Hello, 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 the 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.

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 time lines? And then a follow-up to that would be if there's been anything new with the Antitrust Case with Hynix and Micron, if there is anything new to the potential appeal, or what your thoughts are there.

Mark, this is Tom Lavelle, thanks for the question. With respect to any changes in the timelines, generally speaking, no, there haven't been any changes. I think you're talking about the federal circuit case involving NVIDIA. I'm guessing you're talking about what 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 seemed 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 in -- to Micron as a result of the finding that spoliation occurred. It's an interesting question and we argued again today, as we have all along, that there has to be a finding that 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 that seems to be made is that we spoliated that information, but I just point out that, how can you spoliate 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 Control Cases. That probably will occur around March 2, and I think that's pretty much -- and Judge White, we're still waiting for a ruling from Judge White. We had a hearing in December in front of Judge White. 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 is going to rule necessarily with respect to the substantive issue of whether he re-imposes 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.

Right. Okay. Thank you very much. That's it for us.

Michael Cohen from MDC Financial Research.

Yes, hello, 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 is a stipulation for the last day you could file a motion for a new trial I guess would be January 31.

That is correct.

I was wondering, why would you not choose to file that motion?

Well, there are different standards for a 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.

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

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.

Okay. So, other than the motion for new trial you don't anticipate filing any other post-trial motions with Judge McBride?

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

Okay. Excellent. Thank you very much.

Hamed Khorsand from BWS Financial.

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

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

Yes, well, I'm trying to figure out, is there any form of lumpiness associated with revenue that you guys could generate from your smartphone customer?

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 -- for over the five-year term, from the inception of the license.

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?

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.

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

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

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

We are expecting that GE will have started shipping or will start shipping some of their 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 or the contract revenue, we do have some revenue from GE already in our books. But, in terms of getting revenue from a fixture that starts shipping, we expect them to start shipping fixtures this quarter; we should start collecting some revenue starting next quarter.

Okay. Great. Thank you.

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

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

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.