Operator
Operator
Good day, ladies and gentlemen, and welcome to your Q2 2011 Rambus Incorporated Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions on how to participate will be given at that time. (Operator Instructions) As a reminder, today’s conference call is being recorded. Now, I would like to turn the program over to Chief Financial Officer, Satish Rishi. Satish Rishi – Chief Financial Officer: Thank you, operator, and welcome to the Rambus second quarter 2011 conference call. I am Satish Rishi, Chief Financial Officer. 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 conference 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 83829526 when you hear the prompt. In addition, we are also simultaneously webcasting this call and along with the audio we’ll be webcasting slides. So even if you’re joining 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 at 5:00 PM Pacific Time. In an effort to provide greater clarity in our financials, as we began last quarter we are using we are using non-GAAP pro forma format in our press release. We will continue this same format for reporting. 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-Q 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 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 – President and Chief Executive Officer: Thanks, Satish, and good afternoon, everyone. Q2 was a great quarter we made a lot of progress executing on our strategic objectives. We delivered strong revenue results at the high end of our guidance. Q3 should be even better as Satish will talk about later in the call. Major highlight in Q2 was signing a patent license with Freescale Semiconductor. The Freescale agreement demonstrates our continued licensing momentum. We have now signed a total of nine new or renewed patent license agreements in 2010 and the first half of 2011. Freescale agreement provides another validation of the value of our innovation efforts. It’s also another strong statement of the importance of our innovations to the market. Further demonstration is the continued growth of our portfolio of patented innovations. We ended Q2 with 1283 issued patents and another 964 pending applications. Great credit goes to the hard work of our engineers and scientists and our patent development team. In Q2, we announced and completed our acquisition of Cryptography Research or CRI. This acquisition is another bold step in realizing our vision of becoming the leader in intellectual property licensing for the electronics market. Complementary to technologies developed in our semiconductor and lighting and display businesses, the addition of CRI contributes to the strength for the Rambus growth story. We have made good progress bringing the benefits of Rambus’s infrastructure to our new CRI business. Our goal is to give Paul Kocher and his team more bandwidth to focus on innovation, more time to develop compelling solutions for securing electronic systems. This is an area of critical importance in an increasingly connected world for every PC, mobile phone, game console or TV is a portal for financial transactions and content that needs protecting. At the same time benefiting from Rambus’s infrastructure, our CRI business will have scale to address more customers and accelerate the adoption of this important technology. Meanwhile in our semiconductor business in Q2, we showcased the development of a breakthrough new clocking technology that offers the potential for tremendous power reduction in high-speed interfaces. One of our inventors Jared Zerbe presented these findings at the prestigious VLSI Symposium in Japan last month. Jared discussed how our innovations made possible ultra-fast power-on capabilities that can significantly reduce memory system power in both mobile and computer applications. Increasingly, the power consumed by electronics, while the system or certain sub-systems are in the standby mode in rival to power consumed in an active operation. The need for standby operation is to deal with the latency of powering up and this latency leads to an acceptable performance. The technology that Jared unveiled where circuits can be powered up in about five nano seconds means that you can eliminate the need for standby modes and dramatically decrease power consumed. This has big implications for battery powered devices like mobile phones as well as power hungry computing applications like server farms. This new ultra-fast power-on technology comes out of our Rambus labs organization, which focuses on innovations for the market a five plus year is down the road. We also had an exciting quarter in our Lighting and Display Technology businesses. At LightFair in May we formally unveiled our Pentelic lighting solutions with over 30 lighting demos on display. We showed the flexibility and broad capabilities of our lighting technology. Our Pentelic lighting solutions allow designers to truly harness all the advantages of LEDs. With our solutions our licensees can create the highest efficiency edge-lit LED light fixtures that provide precise control of the light distribution and unparalleled freedom of design. Because our Pentelic lightning solutions address optical design, design thermal management and power delivery, customers can achieve rapid time to market an unprecedented price performance characteristics for their lighting products. Pentelic solutions achieved all this with a 92% to 95% optical efficiency, a level unmatched in the industry. Since our announcement of LightFair our lighting and display team has been very busy with business development activities with a number of perspective licensees. Also at LightFair, General Electric our first licensee showed off a number of light fixtures hanging pendants, ceiling troffers, and linear arrays. They are targeted for market introduction later this year and early 2012. Our ambition is to redefine lighting to make it highly efficient, but also compelling and beautiful in ways that were never before possible. If you go to our Pentelic website at rambus.com/lighting, you will see some of the possibilities. These first products from GE are taste of what’s to come. So, it was an eventful quarter for our business and that’s also true for legal developments. Decision of the appellate court in the Micron and Hynix cases regarding spoliation is one we respectfully disagree with and certainly one we didn’t want. But on the positive side, the CSE affirmed a number of positions in our favor. This was particularly true in respect to the validation of our patents and overturning dismissal sanctions imposed by the Delaware court. However, we are disappointed with the overall decision and we’ll continue to fight to be fairly compensated for the use of our patented innovations. With that, I’ll turn the call over to Tom, who will walk you through the latest legal development. Tom Lavelle – Senior Vice President and General Counsel: Thanks, Harold, and good afternoon, everyone. Let me begin with a price-fixing trial, that’s now ongoing in California States Superior Court in San Francisco. This is our case against memory manufacturers Micron, and Hynix. This matter deals with our antitrust claims against these two companies. At issue are our allegations that the defendants engaged in a consorted and unlawful conspiracy to kill our product, our DRAM and thus to eliminate competition and start renovation in the market for memory technology and memory chips. This case was originally filed in 2004 and we are pleased to finally be given the opportunity to present our case to a jury. The Jury was ceded in the middle of June with opening arguments beginning on June 20. The honorable Judge McBride is presiding in this trial. We expect this trial to last to several more months. While the trial is progressing, we will not be able to provide detailed commentary, nor to speculate on how things are going or when certain witnesses will be called to testify. We appreciate your understanding in this regard, it has taken us a very long time to get this case to trial and we do not want to do anything to jeopardize the process of the trial. I’d also like to further echo Harold’s comments about the result we received in the Federal Circuit in the patent cases with Hynix and Micron. As a reminder, the Fed Circuit affirmed the spoliation ruling in the Micron case, but vacated much of the rest of the ruling and remanded the case back to Delaware for reconsideration to deal with a number of issues including the sanctions imposed by Judge Robinson. In the Hynix matter the Federal Circuit vacated the spoliation ruling along with a final judgment, but affirmed the findings regarding JEDEC, patent validity and infringement. The Hynix case was also remanded back to the District Court for reconsideration in light of the Federal Circuit ruling. In our special conference call on May 13th, we characterized these decisions as very disappointing and that remains our position on the overall result. We have filed with the court a petition for rehearing in that case as well. We have not heard from the court at this point. Either of the District Court cases we will move forward until the Federal Circuit has issued its mandate, which will not happen until after the petitions or rehearing are resolved. Following the decisions from the Federal Circuit Judge White in the Northern district California held a Case Management Conference in the DDR2 case. Judge White has indicated that he will hold off unscheduling anything in this matter until the issue is raised by the Federal Circuit are resolved. We can understand the position that Judge is in and fully respect his continued thoughtfulness. With regards to our actions at the ITC the license agreement with Freescale settles all outstanding litigations between the two party namely us and Freescale. So, there are no longer party to that complaint. Licensing is our goal first and foremost, so we are very pleased to have signed the agreement with Freescale. As we said before, litigation is our last resort. The ITC action against Broadcom, LSI, MediaTech and STMicro alleging infringement of certain Rambus patents in both the memory controller space and for serial link functions and against in video regarding serial link functions continues to move forward. The discovery face for this action is now completed. The oral hearing before Judge Essex, the Presiding Administrative Law Judge is scheduled for October 12th through October 20, 2011. With that, I will turn the call back to Satish. Satish Rishi – Chief Financial Officer: Thank Tom. As a reminder, we use non-GAAP or pro forma numbers, which would believe are indicative our 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. Let me start with the brief explanation of CLI or customer licensing income, occasionally we receive royalties from customers pursuant to a patent license agreement, which we are unable to recognize as revenue under GAAP. An example of this is the royalties received from Samsung for the past 18 months, which we bifurcated between revenue and gain from settlements. In Q2, we have cash received from a new licensee, but we cannot recognize that as revenue, because the actual release for the past infringement was not fully effective until July. Starting in Q3, we will have royalties being paid to CRI from their existing customers, but because of purchase accounting rules, we are required to book these contracts to a balance sheet as an intangible asset and reduce the SaaS by the amount of cash collected in the period with no additional revenue. In this case we would include that royalty receipt and customer licensing income because it is a royalty being paid for an existing patent licensing agreement. So, to summarize, CLI is a non-GAAP measure that includes royalty related payments that we have received under a signed agreement. It is how we measure the top line performance of our business and it maybe different than revenue within a particular period, when the amount of cash received from patent licenses is different than the revenue recognized. For this quarter, as compared to our guidance, we had a very good quarter with higher customer licensing income and lower manageable expenses. CLI was $73 million as compared to our guidance of $62 million to $66 million. Pro forma expenses came in at about $50.6 million below our guidance of $54 million to $58 million and as a consequence pre-tax income was $12.4 million as compared to our guidance of between $1 million and $5 million. CLI for the quarter at $73 million was an increase of 6% from the previous quarter and 48% from the quarter a year ago. This quarter included royalty payments received from a new licensee that is included in CLI, but will be recognized in revenue next quarter, when the revenue recognition criteria as per GAAP are met. In Q2 there was no revenue or CLI recognized from our acquisition of Cryptography Research or CRI. Pro forma operating expenses were $50.6 million relatively flat with the previous quarter. Litigation expenses during the quarter were $11.5 million, up 25% quarter-over-quarter driven by the expenses related to the commencement of the Price Fixing Trial in San Francisco as well as some of the other cases that Tom discussed. Compared with the quarter a year ago, pro forma engineering expenses were high by 4% due to our continued investment in our Lighting Division. MG&A was higher by 19% due to high litigation expenses. Pro forma interest and expenses were up $2.9 million up – were $2.9 million, up 4% from the previous quarter and up 61% from a quarter year ago. Our pro forma tax expenses, we are using a flat rate of 36% on a pro forma pre-tax income. Pro forma net income this quarter was $12.4 million, an increase of 21% quarter-over-quarter. Overall cash, defined as cash, cash equivalents and marketable securities was at $359 million, a decrease of $149 million from the previous quarter and a decrease of $238 million year-over-year. The decrease from the previous quarter was associated with the acquisition of CRI. The decrease from a year ago includes about $100 million in stock buybacks. We generated approximately $20 million in cash from operations during this quarter and expect to be cash positive from operations in the next quarter or Q3 also. As we filed in our 8-K on July 20 we received notice from Samsung exercising their rights to put back 4.8 million shares to us for an aggregate amount of $100 million. One of the questions I was asked earlier was how this would be accounted for? There is no P&L impact from this transaction. On the balance sheet, we will reduce our cash by $100 million, increase our (AP) by $13.5 million and eliminate the category of CRCS or contingently redeemable common stock of $113.5 million in a temporary equity and we will reduce outstanding shares by $4.79 million. After this transaction, we expect to end Q3 with a comfortable cash position of approximately $280 million. Now, let me give you some thoughts regarding the third quarter. This guidance reflects our reasonable estimates and actual results could differ materially from what I am about to review. For the third quarter, we expect customer licensing income or CLI to be between $85 million and $90 million and revenue to be between $91 million and $96 million. We expect pro forma operating expenses, which exclude stock-based comp, cost of restatement, the CRI retention costs and amortization to be between $61 million and $65 million. These amounts include an estimate for litigation expenses of $15 million to $18 million and a full quarter of CRI operating expenses. Pro forma net income is expected to be between $11 million and $16 million. Before we open the call for questions, we’d like to address a few additional inquiries we received from stockholders via e-mail or through our website. The first question relates to why Bruce Dunlevie resigned from the Rambus Board? As we stated in our June 10 press release, Bruce had informed us that his responsibility to benchmark capital are increasing in the demands and his time mean could no longer fulfill his responsibilities on the Rambus Board. Bruce served for 21 years in the Rambus Board and we are extremely grateful for his long commitment with the company. We are very pleased to have Tom Bentley step up for the Chairman role formerly held by Bruce. Now, the next question that was asked was how do CRI and the lighting solutions fit into the Rambus strategy of being an interface company? We don’t look at ourselves exclusively as an interface company. All three of the individual parts that we have looked at discretely address very large markets. Each has strong technology, which we found to be an easier way to complete licenses, but behind that they have equally strong patents if patent licensing is the way we go. So, individually these are all good markets. But also important and probably growing in importance is the fact that these individual technologies tend to appear in the key devices that all of this buy and are very familiar with cell phones, tablets, laptops, printers all have memory interfaces obviously, they have screens and many of them want to become, if they are not already secure devices. Now, we can’t say with the 100% certainty how the licensing approach will go, but we are pretty optimistic that having technology at this level will increase our ability to license and license more quickly.