Rambus Inc.

Rambus Inc.

$57.12
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NASDAQ Global Select
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Semiconductors

Rambus Inc. (RMBS) Q2 2009 Earnings Call Transcript

Published at 2009-07-24 00:42:19
Executives
Satish Rishi - Senior Vice President and Chief Financial Officer Harold Hughes - President and Chief Executive Officer Thomas Lavelle - Senior Vice President and General Counsel Sharon Holt - Senior Vice President, Licensing and Marketing
Analysts
Jeff Schreiner - Capstone Investments Michael Cohen - NBC Financial Research Robert Scott - Axicon Partners Hamed Khorsan - BWS Financial Philip Zera - Algorithm Capital
Operator
Good day, everyone, and welcome to the Rambus Second Quarter Conference Call. Today's conference is being recorded. At this time, I would like to turn the call over to Mr. Satish Rishi. Please go ahead, sir.
Satish Rishi
Thank you, operator, and welcome to the Rambus second quarter 2009 conference call. I am Satish Rishi, CFO, and on the call today are Harold Hughes, our President and CEO, Tom Lavelle, Senior VP and General Counsel and also Sharon Holt, Senior VP of Licensing and Marketing. The press release for results that would be discussed here today have been filed with the SEC on Form 8-K. If you want a copy of the release, please visit our website at www.rambus.com on the Investor Relations page under Financial Releases. A replay of this conference call will be available for the next week at 888-203-1112. You can also hear the replay by dialing the toll free number and then entering ID number 9541599 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. Before I begin, I need to advise you that the discussion today will contain forward-looking statements regarding our financial prospects, pending litigation and demand for our technologies amongst 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. Now, I will turn the call over to Harold. Harold?
Harold Hughes
Thank you Satish and good afternoon, everyone. As we finish up the first half of 2009, I am increasingly convinced that we have the Company on the right track. Our engineers and scientists continue to develop breakthrough innovations that advance performance and power efficiency in computing and consumer electronic products. We have demonstrated the benefits of our innovations and we continue the momentum of our leadership products into our market focused initiatives. In the down market we have the financial strength to take advantage of some of the very attractive acquisition opportunities. Acquisitions that can both complement our strong patent portfolio and add to our team of world class innovators. We had a successful bond offering during the quarter which raised capital to retire maturing debt, fund our continued innovations efforts, and to pursue strategic acquisitions as I just described. This funding also strengthens our ability to protect our intellectual property and further ensures our staying power to pursue our legal cases to conclusion. In addition, we successfully put aside the costly distraction of the FTC and have agreed to a preliminary settlement with the EC and have overcome innumerable delaying tactics on the part of DRAM manufacturers and an outset to start the price fixing case trials this fall. There is much to do in the weeks and months ahead but I am very optimistic given the progress we have made on so many fronts so far. Nevertheless the current business climate is obviously very challenging. We are in the midst of the worldwide dislocation that has touched every sector of the economy. In electronics, consumer centric markets, which are the focus of Rambus has fared better than business oriented ones but even here our customers are seeing a pretty dramatic fall off in demand. The client we see in our volume based royalty revenues this quarter reflected this market conditions. Moving on to some of the key highlights during the past quarter. We introduced a set of innovations that can advance dramatically the performance of computing main memory beyond the capabilities of DDR3. Using Rambus’ innovations such as FlexPhase and [Flex Cloaking] technology, we showed our future main memory can advance and achieve 3.2 Gigabytes per second, twice the top speed of DDR3. We also showed innovations that could cut power usage by 40%, provide 50% higher memory throughput and enable 2 to 4 times greater memory capacity. All these factors: speed. Power, throughput, and capacity have to be addressed in the next generation of main memory and are a tribute to the work of Rambus engineers that have developed innovations to tackle all these issues. We have a white paper on www.rambus.com entitled challenges and solutions to future main memory which provides further details of our innovations. Also this quarter we demonstrated the growing performance and power efficiency leadership of the XDR memory architecture. At MemCon, we showcased the silicon demonstration of our complete XDR memory system running at data rates of up to 7.2 gigabits per second with superior power efficiency. The silicon demo consisted of Elpida’s 1 Gigabytes XDR DRAM device and XIO controller. The XIO controller uses less than a third of the power of a GER5 memory controller for an equivalent level of performance. For a given power budget the XDR memory system can provide up to twice the bandwidth of the GDR5 base system. This demo offer showcased how XIO memory controller can support both XDR and XDR2DRAM offering customers a seamless path for future upgrades. Our architects and engineers have created the world’s fastest and most power efficient memory platform in the XDR architecture. Our XDR licensees have now shipped over a 100 million XDR devices. Its leading application is the one in Playstation 3 with XDR DRAM is also used in DLP Projectors, image processing solutions, and [9:33] PC over IP products. Our focus on trading innovations which enabled world leading memory performance and power efficiency has resulted in 814 issued patents and another 567 applications pending as of the end of June of this year. In addition to the technical accomplishments I have just spoken about, we have made a great deal of progress on the legal front. Tom will give you the details in a moment but I want to say a few words regarding recent legal events. First the FTC, after seven years of having to defend the Company against the FTC’s now dismissed allegation at the cost of many millions of dollars in unconceivable delay in our licensing effort, we can say that this case is finally behind us. The FTC which took “an aggressive interpretation of rather weak evidence” announced in May that it will no longer pursue claims against Rambus. Also during the quarter we reached a tentative settlement with the European Commission. We passed the 30-day mark for comments by third parties and we are working with the Commission staff looking forward to brining this matter to a close. And with that I will turn the call over to Tom.
Thomas Lavelle
Thanks Harold, and good afternoon, everyone. As Harold mentioned, we have made much progress in the legal front. As we announced in June we reached a tentative settlement with the European Commission. We have committed to offer a crack of royalty rates for five year worldwide licenses for DRAMs and for memory controllers the particulars of which we disclosed back in June. All royalty rates are applicable to future shipments only and do not apply to unlicensed use prior to entering the license agreement. In accordance with EU rules, the Commission invited interested parties to submit comments on the tentative settlement for a period of not less than 30 days. We reached this 30-day mark on July 13 and interested parties submitted their comments. We are now in discussions with the EC staff to finalize this matter and largely consistent with the proposed commitment that we made. As we have helped throughout this process, we believe that the rules of standard setting organizations must be written and clear and that there should be consequences if such clear written rules are violated. We did not violate the rules during our participation in the JEDEC standard-setting organization as demonstrated in multiple court victories. It is our hope that resolution provides a new platform where all parties can move forward by licensing our patented innovations for future use in their products rather than engaging in costly litigation. That being said we will continue to pursue claims for patent infringements as the agreement with the EC for forward looking shipments only. Moving now to the patent. In the Hynix matter, Hynix has posted a $250 million bond as ordered by Judge White following the $397 million judgment against Hynix for infringing our patents. The remainder of the judgment is to be provided in the form of a lien on Hynix property in South Korea until such time as we have succeeded upholding that decision in the Federal Circuit. We continued to work on perfecting that lien. As for the compulsory license royalties that Hynix must pay, we are in the process of setting up the escrow account to collect the funds that are owed to us. Once that fund is established and monies are deposited, we will report the amounts paid into the escrow as part of our quarterly update. Note however that these will not be accrued as revenues pending the outcome of the appeal in the Federal Circuit. As expected Hynix has filed its appeal of this matter with the Court of Appeals for the Federal Circuit. Additionally we have filed our opening brief in our appeal of Judge Robinson’s decision in the Micron Delaware case. We hope that both of these matters will be reviewed at the same time by the Federal Circuit. As a matter of fact today, our motion was filed jointly by Hynix and Rambus to have these cases consolidated or coordinated in the Federal Circuit. The coordinated cases in front of Judge White remains stayed pending these appeals. On a related but separate matter Judge White issued his ruling pertaining to the Samsung contract claims. The consequence of this ruling is that Samsung is entitled to its most favored customer clause benefits only through the term of the original contract which expired four years ago on June 30, 2005 and not past that date. Judge White agreed with us that contrary to Samsung’s contention, the license did not cover DDR2 and future generation products. Judge Whyte also found that Rambus negotiated the renewal of the license in good faith. Judge Whyte has yet to rule regarding Samsung’s spoliation claims. As we look ahead, we have two major cases currently scheduled to begin soon. I will start with the evidentiary hearing with the International Trade Commission. Following the Markman hearing that took place earlier this year [Judge ethics14:51] has adopted virtually all of our recommendations for claim construction. We remain confident in the strength of our claims as we proceed towards the hearing. Just this morning, we received an order indicating that the docket of Administrative Law [Judge ethics] is very full and he has now moved the evidentiary hearing to run October 13th of this year through October 20 of 2009, with the final initial determination to be due no later than January 22, 2010. As a reminder our complaint names NVIDIA as the respondent as well as a number of companies whose products incorporated accused NVIDIA products that were imported into the United States. We are seeking an exclusion order following the importation, sale through importation, or sales after importation of products that infringe our patent claims. The accused products include NVIDIA products that incorporate DDR, DDR2, DDR3, LPDDR, GDDR, GDDR2, and GDDR3 memory controllers including graphics processors and media and communications processors. This represents the great majority of NVIDIA products. During the quarter we filed a motion to terminate some of the claims from the original complaint. Such motions are fairly common with the ITC actions and we did so to help streamline the hearing to help simplify the evidence that will be presented at the evidentiary hearing now scheduled for October. NVIDIA has been actively trying to discredit our patent position with the US Patent and Trademark Office through a series of press releases claiming victory in the reexamination process. As is typical in a USPTO response to a request for a reexamination, USPTO on reviewing only the challenger’s statements regarding the patent typically takes an initial position that the patent claims at issue merit review. To put it into context, the filings by NVIDIA and the initial responses by the USPTO are the first steps in a very long process of challenging patents. It typically takes more than 5 years for the legal system to resolve the challenge and we intend to defend and retain the patents which were already reviewed and issued by the USPTO. During the pendency of these challenges to our issued patent claims, the claims remain fully valid and enforceable. Therefore NVIDIA’s press releases are, at best, premature. In the very real sense, these announcements of a reexamined USPTO are equivalent to Rambus announcing that it has filed a patent application and therefore has won a patent infringement finding. We do not issue press releases. It is about patent applications that we believe will read on certain products nor does it make any sense for our litigation opponents to announce victory based on a procedural step of the USPTO Reexamination Process. To be clear, we do not intend to engage in press release wars. As we have said in the past, as I would like to reiterate now, our overriding goal in our communications to the market is accuracy. Our focus is on outcomes rather than on process. What is happening with regards to reexams is, as I have just explained, a beginning of a very long process. Meanwhile our patents being challenged remain fully valid and enforceable and the trial at the ITC begins in less than 3 months. I would like to close with just a few quick updates regarding the price fixing case currently scheduled to begin on September 28, 2009 and Judge Kramer’s court in San Francisco. Judge Kramer has limited our damages in this case to those caused by acts occurring after May 4, 2000 based on the statute limitations but he has left open the possibility that we will argue that the manufacturer should have stopped from asserting statute for evidence prior to May 4, 2000 is nonetheless admissible. Judge Kramer has also set a date to share additional spoliation arguments prior to the September trial. That hearing will take place beginning August 31, 2009 and is expected to last through September 2. It is clear to us that Judge Kramer wants to keep this case on track and thus have been reluctant to move a date as requested by the defendants. Now, I would turn the call back Satish.
Satish Rishi
Thanks Tom. As reflected in our press release today, we finished the second quarter with revenues of $27 million, down 1% from the previous quarter, and down 24% from the year ago quarter. As compared to the previous quarter, royalties were lower, due to lower variable patent revenues associated with lower shipment volume. Excluding its expenses, adjusted operating expenses in the quarter at $41.9 million were down 14% from the previous quarter and up 1% from the quarter a year ago. Operating expenses for the second quarter were $49.3 million, up 13% from the previous quarter, and down 6% from the second quarter of last year. These operating expenses include a credit of $0.4 million related to reimbursement from an insurance provider associated with the cost of restatement, and approximately $7.9 million of stock-based compensation. For the last quarter, included accredit of $13.6 million related to reimbursements from insurance providers and former executive associated with cost of restatement and approximately $8.4 million of stock-based compensation. To provide a better comparison period-over-period, I am excluding expense and then credits related to the stock-based compensation and investigation from our discussion. Excluding these expenses, adjusted operating expenses in this quarter at $41.9 million were down 14% from the previous quarter and up 1% from the quarter a year ago. The decrease from the previous quarter was primarily due to a lower compensation and litigation expenses, and the increase from the quarter a year ago was primarily due to the higher litigation expenses. Excluding litigation expenses, our adjusted operating expenses at $26.9 million were down 13% from the previous quarter, and down 17% from a year ago. Adjusted engineering expenses at $14.7 million were down 13% from the prior quarter and SG&A, excluding litigation, at $12.1 million was also down 13% due to lower compensation of audit expenses. And litigation at $15 million was down 16% from the prior quarter. As compared to quarter a year ago, adjusted engineering expenses were lower by 321% primarily due to the reduction in force. SG&A excluding litigation was higher by 12% due to higher allocated IT and facility expenses and litigation was higher by 65%. Our adjusted operating loss for the quarter was $14.9 million or 31% lower from the previous quarter and higher than the second quarter of 2008. Overall cash and defined as cash, cash equivalents and marketable securities excluding restricted cash was $480 million, an increase of $132 million from the first quarter of 2009. In June 2009, we issued $150 million in unsecured convertible [friendly] notes which raised $146 million in net proceeds. In addition, we received $1.9 million at reimbursement of an insurance carrier associated with the cost of restatement. We will go into financing. The opening of the convertible markets gives us an opportunity to further strengthen our cash position. Given that litigation expense non-predictable, we always want to be in a position of excess liquidity and this was one of the reasons for raising money at this time. In July after the quarter ended, the underwrite of excess there over a lock of option for additional $22.5 million in face value notes which with the Company’s cash position in July to over one half of a billion dollars. Now, I will give you some thoughts regarding the second quarter. This guidance reflects our reasonable estimates and our actual results could differ materially from what I am about to review. We expect third quarter revenue to be between $22 million and $25 million. We expect operating expenses, excluding stock-based compensation to be between $44 million and $49 million, which include our estimate for litigation expenses of $14 million to $18 million. Litigation expenses are difficult to predict, because we do not control timelines and requests from the courts nor do we control the actions that are adversary is may take, which may cause to incur additional unplanned expenses in any particular quarter. Before we open the call for questions, we would like to address a few enquiries we have received from shareholders via email or through our website. The first question is what is the size of the mainly controller market opportunity for Rambus.
Sharon Holt
I will take that one Satish. Let me say at the outset. This is going to be a long answer because it needs some startups. I will first talk about what memory controllers are and where they are implemented in electronics product. In the memory system, you have devices that stored data, say a DRAM, for example. You also have a device that manages the writing and reading of data cueing from the DRAM and that is the memory controller. So, anywhere you find DRAM in PCs, game consoles, mobile phones, digital TVs or other consumer electronics product, you will find the complementary memory controller. In PC, there is one memory controller that communicates to many DRAM devices but in many applications, a memory controller might connect to just one or two DRAM devices. In the classic Intel architecture, the Northbridge chip was the memory controller. Intel is now transitioning to the Nehalem architecture where the memory controller is integrated into the CPU. In fact, with greater integration in semiconductors, today's memory controllers are usually a functional block that is part of a larger processor chip or SSP. In PCs, the memory controller function is implemented in CPUs and graphics processors. In mobile phones, it is in media processors and baseband processors. In HDTV, you will find the memory controllers in MPEG decoder chip and in image processor. So, if you look at market research data, you will not find a category called memory controllers because memory controllers are embedded in chips as I just mentioned. When we license our patent for memory controllers, we typically do so at a royalty rate that is applied against the price of the chip that contains the memory controller. We have a number of licensees to sell chips containing memory controllers. Toshiba, Panasonic, NEC Electronics and Renesas are some of our memory controller licensees, so is AMD and Intel license trades are a bit more complicated. The Intel license is a special case in that they have not paid up license or patents with priority dates through September 2006. But for patents with later priority dates or newly acquired patent, Intel would need a new license. On an earlier call, I stated that the size of the market for chips with memory controllers, CPUs, GPUs, media processors, etc, were several times larger than the DRAM market itself. In 2010, the size of the market for chips with memory controllers is projected to be about $46 billion. But as I have already mentioned, many of the manufacturers for chips with memory controllers are already licensed. So, in sizing the opportunity for Rambus, we consider those companies using our patent of innovations in their chip with memory controllers that are not currently licensees. Excluding current licensees and excluding Intel, the size of the remaining market for chips with memory controllers is projected to be between $15 billion and $20 billion in annual sales this year. Just as to recent point, the DRAM market is forecasted by industry analyst to be about $17 billion this year recovering to between $20 billion and $24 billion in 2010.
Satish Rishi
Thanks Sharon. The next question is, NVIDIA ever had a patent license from Rambus, when it is about allegedly infringing Rambus patent?
Thomas Lavelle
Satish, this is Tom. I will take that one. The only license agreement that NVIDIA has ever had with Rambus relates to the manufacture and sale of certain our DRAM compatible product. NVIDIA has never had a license under Rambus' patent to produce or ship the infringing products named in the suites. We tried to negotiate a license with NVIDIA for more than 6 years before filing the complaint for patent infringement. Patents were definitely are asserting in the infringement case in California were issued by the USPTO in 2001 and later, the patents we are asserting in the ITC case were issued by the USPTO in 2002 and later. All of the later patents are also asserted in the California case. We believe that NVIDIA products have infringed the asserted patent since issuance of those patents and we believe that nearly all of NVIDIA's products continue to infringe these patents today.
Satish Rishi
Thanks Tom. On behalf of the management team, I would like to thank those who submitted questions to us during the course of the quarter and we plan to continue addressing questions in stockholders on a periodic basis at this forum. Operator, we are now ready to open the call for question.
Operator
(Operator's instruction) Your first question comes from the line of Jeff Schreiner - Capstone Investments. Jeff Schreiner - Capstone Investments: A lot of these will be for Tom most likely here on the questions I have on the conference call but Tom, I am just wondering about timing in regards to Rambus filing. What request is going to make for damages in the antitrust case and alongside that, a lot of investors are being increasingly concerned about what impact of bankruptcy possibly to defendants in the antitrust case? Could that have on the potential damage award and the collectability given its joint several liability?
Thomas Lavelle
Hi Jeff. It is Tom. Let me answer the second one first that is the bankruptcy issue. As you already pointed out, the three defendants in the case assuming there is found to be liability at the end of the trial, have what is known as you just described joint in several liabilities. So, whoever has sufficient funds to pay the damages ultimately will be in the position of paying those funds. I may be not quite as pessimistic as some out there I think, Micron and Hynix are both in decent shape and as the economy recovers over time, I think all three of them will be around in a position to pay the damages as they are identified by a jury. The amount of the damages as you may already know, there is a public disclosure that we have asked or prayed for, it is the term in California state court, $4.3 billion is the number and a question that may be associated with that is what if anything did Judge Kramer's ruling due to that number in light of the limitation he put in place and the, we have not got the final number answer for that and we have not made our final statement of what our damages are going to be. We actually asked one of the jury but the reduction will be very, very small against that $4.3 billion and what we formally asked for, I am not in the position to tell you and remember that $4.3 billion is prior to tripling. Jeff Schreiner - Capstone Investments: Okay and in prior conference call, Tom you have alluded kind of that Rambus is looking into, you and your team are looking into may be the crossover and damages there could be between the antitrust trial and the other patent trials involving similar defendants. Given recent commentary from Judge Kramer, and what his belief is that maybe each of these are going to be individual action and will be viewed separately, shall we be viewing antitrust damages as incremental, substantial damages that someday down the road could be in fact one in patent infringement cases?
Thomas Lavelle
I am afraid, Jeff that is a little more complicated than that. I think some of them will be fully additive. Others, there will likely be some credit if you will for patent damages actually paid which is another question that we have to be looking into over time. But ultimately, they could be the damages in San Francisco relate to the killing off or the attempt to kill our DRAM and therefore, the lost sales and profits on our DRAM are what is at stake as opposed to the patent cases which are patent infringement cases where the shipment of infringing product is at stake and yes, there is as mentioned an overlap but it is not a 100% overlap at all and we are not anywhere close to having an answer to how much of an overlap and how much credit there is that happened. Jeff Schreiner - Capstone Investments: Okay, just couple of more quick question here. Has Rambus saw the motion [34.10] which is going to start to ask for a review of the phrase 2000 evidence based on a different set of circumstances in the last briefing that the Company just went through before Judge Kramer?
Thomas Lavelle
We filed? No, we have not. We will standby. Jeff Schreiner - Capstone Investments: Okay and final question for me; could you just talk some a little bit about the importance of possibly an ITC victory over NVIDIA and what that would mean and with Markman that the ITC drive which is obviously as you said very much in line with what Rambus had been asking for in terms of the scope and definite to the claims, will that be used in other future cases that would involve claims in the board patents? And finally on the ITC here, with the final mediation here scheduled with NVIDIA, I believe would like their team to help?
Thomas Lavelle
Let me go back to the beginning and address your first question because I cannot remember what it was anymore now. Jeff Schreiner - Capstone Investments: I am sorry. Do you see the overall importance of an ITC victory at the ITC?
Thomas Lavelle
Yes, the importance of the case in the ITC as opposed to the northern district case against NVIDIA, as I mentioned in the script, the NVIDIA ITC action involves post or 2002 and later patents that is there are no formal however patents in that case, whatsoever. They are much newer patents and will have substantial wise going forward in time against any other memory controller, non license infringers when we get to that point. So we think it is a pretty important case from that point of view. Yes, I am pleased with the Markman ruling that Judge ethics has made in the case. It is a good thing for Rambus I believe and how well we use it in the future? Well, certainly it is something we find very important that a judge has found a construction of those patent claim similar to we think they should have been and so we will of course take that same position if we are in a position where we decided at some in the future that we will be suing anybody else in the memory controller space. Jeff Schreiner - Capstone Investments: And just finally before I jump off, was the mediation hearing and I believe it was the final one on the schedule, was that held with NVIDIA I believe is on July 13th?
Thomas Lavelle
That mediation hearing was in fact held, yes.
Operator
Your next question comes from the line of Michael Cohen - NBC Financial Research. Michael Cohen - NBC Financial Research: Yes, my first question for Tom, at the European Commission, what is the process and approximate timeline to finalize an agreement now that the comment period is over?
Thomas Lavelle
Well, I cannot tell you specifically. We are discussing with the Commission staff where that case is and what we do going forward. I guess my best answer is I would expect this will be done within the next month, a couple of months the most. Michael Cohen - NBC Financial Research: Okay, do we know of any comments we received or what the other parties supplied comment?
Thomas Lavelle
Yes, and yes, and I am not at liberty to disclose those to you under the rules of the EC. Michael Cohen - NBC Financial Research: Got it. If the consent agreement is consummate with European Commission, are you bound to sign a license with anyone who once won at the agreed rate or could Rambus still retain the right to decline a forward-looking license to a current litigant?
Thomas Lavelle
We would be bound under our commitment to enter into a forward-looking license pursuant of the terms and conditions and the rate that we committed to assuming this goes final. Michael Cohen - NBC Financial Research: Okay and congratulations on a great result with the claims construction at the international trade commission. You mentioned that the investigative hearing has now been postponed and I was wondering if you could repeat the new hearing date and also tell us when the decision to postpone took place.
Thomas Lavelle
It took place this morning. We got, I am looking at the orders that was issued today by Judge ethics on the 23rd of July. The new date is October 13th through October 20th. His words, yes that is only a week. We do not know whether there is a typo in that or if that is accurate but it had been scheduled for two weeks starting August 31st since now according to this order, October 13th through October 20th of this year. Michael Cohen - NBC Financial Research: Okay and it appears that you polled the bars two patent from the ITC investigation. I was wondering if you could tell us the patent expiration dates for the bars' one patent and also for the ware patent.
Thomas Lavelle
I have to get that. I do not have the data in front of me as to the expiration dates on those but I can certainly get back to you. Michael Cohen - NBC Financial Research: Okay. You could supply that maybe on the next call or something. That would be probably be valuable, or in any other time before that. I guess my next question would be for Sharon. We have not heard about flash memory for a little while. So I am wondering if you can give us a little bit of an update about anything on the flash memory front.
Sharon Holt
I cannot say too much about that, Michael but a couple of things I will tell you. We have been continuously ramping our internal development effort for looking at next generation solutions for flash memory. You are aware that over the past couple of years prior to their filing of bankruptcy, we have been working with Pension on some high speed solutions in the newer flash space. We had internal development going on in the NAND flash space and we are in dialogue with some potential partners but nothing has evolved to the point yet that we can announce anything. We will keep you posted. Michael Cohen - NBC Financial Research: Okay and I guess my last question is going back to Tom, it seems like the three most important list you have already, were denied by the Appeals Court, there is two remaining list on summary judgment motions there and I was wondering if you have any idea when they will be decided or have you heard anything that you could share with us on that front?
Thomas Lavelle
No, we have not heard anything. These are the REIT side I believe you are talking about in front of the Court of Appeal in California but we have not heard anything on those and as soon as we hear anything, we will let everybody know.
Operator
(Operator's instruction) Your next question comes from the line of Robert Scott - Axicon Partners. Robert Scott - Axicon Partners: Congratulations on the great progress that you are making on the legal front. Just two quick questions relating to the antitrust case; The first is assuming that the case starts September 28th, how long do you expect the talk will last for in general, I understand [41.22] in general?
Thomas Lavelle
This is Tom. We expect it will go to around the time of Thanksgiving and get started on time. Robert Scott - Axicon Partners: Got it and with respect to the hearing on spoliation issues from August 1st to September 2nd, can you just give us a little color on what that is going to entail and with the effect of that essentially nearly sort of limit certain evidence, in other words, you could not put, it is not going to potentially result in the case going away. It is more limited and it is focused and moving on to Federal Courts, is that right?
Thomas Lavelle
I think that is probably fair and Judge Kramer has expressed some concern about the ability to keep up the progression of the trial in an orderly fashion if spoliation becomes an issue in the trial which so far, it is an issue on both sides. His suggestion was not rule in by any stretch of the imagination. It is sort of want to believe it was but his suggestion in open court was that it might be better for everybody if nobody raise spoliation because it is not just one party who has an issue with it and that is not what has been ruled and again, I do not want to have anybody believe that is what he ruled because he did not. But it is very complicated as to how it would affect the trial, what if any claims might be affected on either side, what defenses of the defendants might be affected and I do not think I can give any more color in that. It will be very messy as it goes forward in the trial and we are prepared to deal with it if that is how it works.
Operator
Your next question comes from the line of Hamed Khorsan - BWS Financial. Hamed Khorsan - BWS Financial: Just a few questions here. One on the EC, that was ongoing that is about the filing, do you guys have certain number of potential targets that you are looking for to settle with you?
Thomas Lavelle
This is Tom and I will speak the marketing side of that one. We are going to look at them as potential customer and yes, we think anybody who is using these patents and selling product that infringed are potential customers licensees of ours and so we are looking at it as an opportunity to acquire more customers of ours and Sharon and her team will probably be working if they have done to increase our customer base with a little bit of enticement by these attractive royalty rates they are now going to be offered. Hamed Khorsan - BWS Financial: Okay. As far as guidance, the readings from declines, you are going into usually when manufacturers do place orders for third and fourth quarters right now. Are you guiding them?
Thomas Lavelle
Totally, as we have said for the previous quarter, I think the bulk of the reduction where this came from a reduction in variable royalties from some of the customers primarily in Japan. As you know, the weakness in Japan continues so I think we are being conservative and we are incorporating that expected downturn into our guidance for the current quarter.
Sharon Holt
Yes. One thing I would add to that is when we received and recognized those running royalty payments is a quarter after the shipments occur. So, in terms of looking at the cyclical nature particularly in the consumer electronics’ market, when you see that show up in our numbers is a quarter behind the actual shipments of product. Hamed Khorsan - BWS Financial: Okay. And then just…
Thomas Lavelle
We all know this will back in quarter and Japan was very weak so I think the guidance is appropriate. Hamed Khorsan - BWS Financial: And then one of things on this situation with what the patent is ongoing. Are you going to look at [45.49] settled issues as to what has been going on the court or you just looking at to new potential customers and not really looking at DRAM device?
Sharon Holt
So, I will try to tackle that one. I am not sure exactly what you mean by this situation with the patents. I mean we are in IT licensing company and clearly we have a lot of focuses as Thomas talked here in the call here today on various ongoing litigation efforts. We obviously want to drive those truths to resolution and in some cases we are working hard to see whether there is a possibility of a good settlement to be done. Aside from that, we had ongoing efforts outside of all of that litigation tied to development of new technology and trying to drive that technology into the market and ongoing licensing efforts and all of those things continue not only from now forward. But they have been continuing over the past several years as well. We have to keep moving the Company forward and we have to continue to develop new technology to be viable for several years in the future and we will absolutely continue to do that. But it is very important for us to see the current cases that we have urged to a successful conclusion either in the court just resettlement because the Company worked very hard since 1990 developing very viable technology that is being used to enable products around the world and that we need to recognize the value for that. Hamed Khorsan - BWS Financial: And then lastly, you mentioned that your intention is to use some cash acquisitions. Could you explain that a little bit? Is that going to become a big issue going forward as you guys making acquisitions?
Thomas Lavelle
I guess it depends upon how you determine big. This is a unique time. There are many. If you will distress company which what we think to be viable technology that complements but not only our existing patent positions that will allow us if you will branch out into related areas. I spoke previously about the wireless area. So far as we can do these deals with relative small amounts of money, we obviously will but also as we discuss during the raising of the money we are looking at some relatively large deals, relatively large for the Company, Rambus’s side. But having settle that, we believe that the half a billion dollar from cash we have right now will not be, should we say, significantly cutback to the point that we would be nervous. We do feel real comfortable. I think one of the reasons that we got interested in raising the money was not only to payoff the maturing debt that simply to take advantage of the distress situation on the part of many companies. Hamed Khorsan - BWS Financial: Okay. And when you say relatively large, are we talking about possibly your cash balance around by 100 or 200 million or are you looking at all options?
Thomas Lavelle
Those are very large numbers, sort to put in that way.
Satish Rishi
We are relatively small Company undertaking a pretty difficult task here. Our cash is very important to us. We have made it to focus. We can never be in a position where the other side believe that we could run on the cash and would be forced to negotiate in partition of weakness, a better price not only to our willingness to raise new money but the extent to which we would spend that money on acquisitions.
Operator
Your next question comes from the line Philip Zera - Algorithm Capital. Philip Zera - Algorithm Capital: I have a couple of questions for Tom. Hi. As usual, Tom is popular. Regarding the earlier question on the possibility of defendants in the antitrust case going bankrupt, can you comment on liability of the systems' companies because they are DRAM supplier went bankrupt?
Thomas Lavelle
Let me just make sure I am understanding what you are asking. Are you asking whether a system company would takeover the liability of its DRAM supplier under a price 15 case, is that what you are asking? Philip Zera - Algorithm Capital: Or actually any one of the cases, if any one of the DRAM suppliers went bankrupt?
Thomas Lavelle
Well, let me just stay with the unimpressed question and the answer to the unimpressed question is simply no. Only the defendant in an antitrust case or tort like case would have liability. So where one of the existing defendants to unfortunately declare bankruptcy which again I am not predicting at all and I do not have any reason to believe that is going to happen but where they to do that? The remaining liability would be with the remaining defendants in the case, not with anybody else. As to, you asked the more expansive question and that is, what if one of the DRAM defendants went out of business, went bankrupt or whatever with the liability for patent infringement? The patent law is very different in the sense that an infringement can occur by either the person who manufactures then sells it or by somebody who actually uses an infringing part and so theoretically, anybody using infringing parts can be found to be infringing the patents. We have not made those claims. Our claims are focused on the design or manufactures and that is our hope and belief that that is how we go forward and that is what all of our cases are about. Philip Zera - Algorithm Capital: One other question is regarding the EU's proposed framework, how does one to reconcile the proposed royalty rate of say 1.5% with the compulsory royalty rate of 4.25% that Hynix entered into.
Thomas Lavelle
They are different obviously. One is ordered by a court in the US addressing infringements involving the US infringement that would be Judge Whyte in the rate in that case. The other is an agreed upon proposal to enter into a patent license agreement with a large variety of companies on a worldwide basis not limited to US. Philip Zera - Algorithm Capital: I realize that. So, in the United States then or to say for the rest of 2009 through April 2010, what would be the royalty rate then for Hynix?
Thomas Lavelle
It is the compulsory rate. That is what they have been ordered to pay. But again, those were US infringement by Hynix that are affected by the order in the Hynix patent infringement case. Philip Zera - Algorithm Capital: So Hynix is conceivably, if they participate in the EU framework then they would pay the lower rate outside of the United States, correct?
Thomas Lavelle
No, they would get to pay the total rate worldwide for all of the affected products going forward. It would not in any way affect the $400 million judgment that is already been entered. Philip Zera - Algorithm Capital: Yes, right. I just meant going forward.
Thomas Lavelle
Yes, going forward, they theoretically could enter into a worldwide license agreement with us assuming this goes forward and I think it probably will. They could take that forward looking rate as their long, forward-looking settlement.
Operator
And that is the questions that we have at this time. I will turn the things back to Harold Hughes for additional or closing remark.
Harold Hughes
Thank you operator. As stated in our opening remarks, we are on the right track with some long awaited legal events just a few months away. As always, we appreciate the patience and support of our shareholders. I look forward to talking to you soon. Thank you.
Satish Rishi
Thank you.
Thomas Lavelle
Thank you.
Sharon Holt
Thank you.
Operator
Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation.