Rambus Inc (RMBS) 2008 Q2 法說會逐字稿

Good day, everyone, and welcome to the Rambus quarterly earnings 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.

Thank you, operator, and welcome to the Rambus second quarter 2008 conference call. I'm Satish Rishi, CFO, and on the call today are Harold Hughes, our President and CEO; Tom Lavelle, Senior VP and general counsel; and we also have Sharon Holt, Senior VP, sales, licensing and marketing for the Q&A, The press release for the results that will 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 the financial (inaudible). A replay of this conference call will be available for the next week at 888-203-1112. You can hear the replay by dialing that number and then entering the ID number 8040394 when you hear the prompt. In addition we have simultaneously a web conference call and a replay can be accessed on our website beginning today at 5 p.m. 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 products, among other things. These statements are subject to risks and uncertainties, which are 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.

Now I'll turn the call over to Harold.

Thanks, Satish, and good afternoon, everyone. For the second quarter we achieved revenue of $35.7 million. While this is within our guidance, we're not happy with the revenue trend. We remain committed to a strategy that focuses on long-term success and the necessary foundation for that strategy is financial strength. Our commitment to technology development is unwavering. We must continue our investment in innovation as it is the engine for world-leading patents and product portfolios. In addition, we must continue to fund fully our litigations efforts. We've had some very positive developments on this front and we need to follow these cases through to fruition. Unfortunately, the legal process unfolds at a pace slower than we'd like, and our opponents actions have a bearing on the costs we incur.

If we are to continue these strategic commitments to technology development and our legal cases we must take action to bring down our current cost structure to ensure the Company remains financially strong. To do so we're evaluating a number of alternatives, including reduction in staff. Letting go of employees can be a painful option and one we do not contemplate lightly. We have to do what's necessary to ensure the solid financial foundation that supports our long-term success. We'll have more to report on this front once we firm up our plans for action. Whatever course we choose we will continue to support our customers and ensure we follow through on our commitments made to them.

With that let's discuss some of the major developments since our last call. Let's begin with Hynix. Hynix, and for that matter the other unlicensed memory manufacturers, continued shipments of infringing DRAM products perpetuates the situation where we are forced to compete against our own invention. Without our patent invention Hynix couldn't hope to compete effectively against our leadership product, which is XDR DRAM.. Given the real and irreparable harm caused by Hynix's continued infringement we asked Judge White to issue an injunction (inaudible) Hynix's shipment of infringing DRAM. We said at the last call that we were prepared to pursue such a course. We followed through on that during the quarter. Tom will talk more about the possible injunction and other details [with regard to the case] later in the call.

Also on the last call we talked about a strategy -- talked about how a strategy to wait out the clock was a futile one. Our engineers and scientists continue to innovate to push forward the frontiers of memory technology. Patent inventions delivers great value to the market, including more bandwidth, better power efficiency and improved graphics for consumer and computing [processes.] As of June 30 our patent portfolio had grown to 708 patents -- that's 708 patents, with another 512 patent applications pending. These inventions showcase our continued commitment to innovation and technology leadership. Meanwhile, for more than six year we have diligently attempted to negotiate a licensing agreement with Nvidia, but in spite of our good-faith efforts [we've been unable] to reach agreement. During that time Nvidia has used more and more of our patent inventions to advance its product portfolio. At this point we are left with no other recourse but litigation to protect and seek fair compensation for the use of our patented inventions.

Accordingly, on Thursday July 10th, we filed suit in the northern district of California alleging patent infringement against Nvidia. 17 of our patents are cited in this case. Six of these are among the original (inaudible) patents, but the majority of patents have been issued within just the past few years. These cover inventions by many of our current memory architects and engineers. While we took this action to protect the investment of our shareholders we're further motivated to do so as a matter of fairness to our current licensees. It is unfair to our customers who respect and pay for the use of our IT to permit the continued infringement by Nvidia. Again, Tom will talk further about the particulars of this case during his portion of this call.

Changing gears, last week we announced the signing of an amendment to the Qimonda patent license originally signed with Infineon in March 2005. These amendments extend the minimum term of the original patent license agreement, which specified that in the event Infineon ceases to control or otherwise own a majority of Qimonda's shares certain competitors would not accede to the license upon their acquisition of control of Qimonda or a majority of Qimonda shares. And then it further provides that any such acquirer would generally not acquire the benefit of a release from past damages, including past infringement of our patents. The financial terms of the license remain essentially unchanged. Extension of the minimum term clears the way for further cooperation between Rambus and Qimonda on future leadership products above and beyond XDR memory.

Also with regard to our licensing efforts, I'd like to discuss the Elpida renewal. Elpida's patent license expired at the end of March, with its final payment having been received in Q2, the quarter we're reporting. At the last call we said we felt we could do a -- we could get a renewal done with Elpida, but circumstances have changed. We decided to defer negotiations with Elpida until we have more clarity from the coordinated cases against the memory manufacturers, and at this point there is no offer on the table. Nevertheless, we continue to have strong relationship with Elpida and are working closely with them on the XDR memory program and other initiatives. Not redoing Elpida's patent license agreement, however, will have an impact on revenue in the current and future quarters. This will be reflected in the guidance Satish will provide later in the call.

I want to conclude by reviewing the recent changes to our board of directors. As we mentioned last quarter, Kevin Kennedy had decided to leave the board to pursue other interests and the board appointed Bruce Dunlevie as Chairman. Bruce's long-term service on the board and recognized leadership skills make him ideally suited to the Chairmanship. Further, we are pleased to welcome Eric Stang to the board of directors. Eric's industry experience and business knowledge will greatly complement the expertise of our board.

With that I'll turn it over to Tom to give more details of our litigation activities. Tom?

Thanks, Harold, and good afternoon, everyone. There are a number of developments to cover on the legal side. As Harold mentioned, on July 10, we filed suit in the US district court in the northern district of California against Nvidia Corporation, alleging 17 of our patents are infringed by chip sets, graphics processors, media communications processors, multimedia applications processors, and other products from at least six Nvidia product lines. The northern district consists of San Francisco, Oakland, and San Jose, and this case has been initially assigned to Magistrate Judge Spiro in San Francisco. As detailed in the complaint Nvidia has shipped and continues to ship a number of products with memory controllers for SDR, DDR, DDR2, DDR3, GDDR and GDDR3S DRAM. We believe these products infringe our patents. We contend that Nvidia's infringement is willful and are seeking a permanent injunction and damages, including up to treble damages for willfulness, as well as other relief. Lead counsel for us in this case is McKool Smith. Attorneys from McKool have worked with us on some of our other patent cases and will continue to do so.

The day after we filed suit, July 11, Nvidia filed suit against us in the US district court for the middle district of North Carolina in Durham, alleging among other things monopolization and attempted monopolization in violation of article two of the Sherman Act. Based on Nvidia's complaint these allegations appear to be founded on many of the same arguments that the Court of Appeals for the District of Columbia found unpersuasive when it overturned the Federal Trade Commissions order writing, "The Commission has taken an aggressive interpretation of rather weak evidence." The CADC also stated that, "The Commission failed to demonstrate that Rambus' conduct was exclusionary and thus to establish its claim that Rambus unlawfully monopolized the relevant markets." In addition, the jury in the coordinated case determined that Rambus acted properly while a member of the standard setting organization, JEDEC, during its participation in the early 1990s finding that the memory manufacturers did not meet their burden of proving anti-trust and fraud claims. We believe that Nvidia's allegations should similarly fail.

Moving specifically to the coordinated cases against the memory manufacturers, on June 24 a hearing was held in Judge White's court regarding our request for supplemental damages and equitable relief, including a permanent injunction. We have prevailed against Hynix in three separate phases of the Hynix one case, including two unanimous jury verdicts in our favor, yet Hynix's infringement continues unabated. Given that we have asked the court to issue a permanent injunction against Hynix's infringing products and order Hynix to pay damages for its infringement to date. The court has indicated it will make a decision soon. In a related event Judge White today denied the manufacturers motion for a new trial in the conduct case completed in March. We will be posting that case on our website later today we hope. I urge you to read the rulings, as Judge White ties things together very effectively on the JEDEC conduct allegations that have been disproved.

On July 11th, Judge White issued his Markman ruling for the (inaudible) Horowitz patents in the '05, '06 cases, wherein the court followed the CAFCs claimed construction from Infineon and largely agreed with our proposed constructions for the terms in dispute. He indicated he will issue his Markman ruling for the [wear] patents in the suit shortly. In this case, where Hynix, Samsung, Micron and Nanya are the defendants, 17 patents are alleged to be infringed, 15 of which descend from the original (inaudible) Horowitz patents and two are more recent wear patents. Also with regard to patents we recently received four office actions from the US PTO stemming from requests made by Samsung to reexamine some of our patents. In a vast majority of such instances, the US PTO grants such requests. A study by the Institute for Progress shows that requests for reexams are granted in 95% of the cases. Keep in mind this is a reexamination and not a determination that the patents are invalid. This is a fairly long process where we will have the opportunity to argue our position to the patent office. These reexams will take some time before they're finally resolved, we expect, in our favor.

In the coordinated cases, Hynix has requested the court to take judicial notice of these US PTO proceedings and argued that the court should not grant an injunction and damages given these actions. We do not believe the pending reexams should affect the court proceedings. Also during the quarter the CAFC, or the fed circuit, issued a decision vacating the order of the federal district court for the eastern district of Virginia and instructed that Samsung's claims against Rambus be dismissed. In that ruling the court ordered that Judge Payne's findings against Rambus were made without subject matter jurisdiction and thus were moot. We are pleased to have this case resolved and appreciate the court's time and diligence in working through all the complexities.

Moving to the Federal Trade Commission, the Commission has requested an enbank review of the court of appeals for the District of Columbia's decision, which earlier vacated the FTC's order. Recall, the FTC was overturned in an unanimous three-judge decision that was highly critical of the FTC's reasoning and the evidence on which it had relied. We expect the court to make a determination shortly as to whether or not to grant the enbank review.

In our other cases -- in the antitrust case in San Francisco, Judge Kramer has set the trial to begin on March 16, 2009. Fact discovery on that case continues through the end of August. And as you may recall, although the first phase of the Micron trial in Delaware occurred last November in Wilmington, Delaware, post-trial briefing continued on into this year. On May 20th US District Court for the District of Delaware heard oral argument on the issue of when Rambus' duty to preserve evidence first arose and the court scheduled a hearing for September 19 of this year for oral argument on the remaining issues. Also in September the Samsung-only trial is scheduled to begin in Judge White's court in San Jose.

Now I'll turn the call back to Satish for a review of the financials. Satish?

Thanks, Tom. As reflected in our press release today we finished the second quarter with revenue of $35.7 million, down 10% from the previous quarter, and down 25% from the year-ago quarter. The decrease in revenue from the previous quarter was primarily driven by lower contract revenue as we got close to completion on significant projects. The decrease in revenue from a year ago was due to decreases in patent royalties from (inaudible) and Qimonda and lower contract revenue. Operating expenses for the second year were $52.6 million, down 16% from the previous quarter and down 9% from the second quarter of last year. These operating expenses include approximately $11.2 million of stock-based compensation and expenses related to the prior stock option restatement. We provide a better comparative period over period on excluding expenses related to these from my discussion. Excluding stock-based compensation, restatement expenses and other adjusting items adjusted operating expenses in this quarter at $41.4 million were down 20% from the previous quarter and up 4% from the quarter a year ago. The decrease from the previous quarter was due to a lower compensation-related cost and lower litigation expenses. The increase from the quarter a year ago was due to high litigation expenses incurred.

Adjusted engineering expenses were down 6%, primarily due to lower compensation-related expenses. SG&A, excluding litigation, was down 30%, again primarily related due to lower compensation-related expenses and also due to lower accounting and audit costs in this quarter. And litigation was down 31% from the previous quarter. From the quarter a year ago, adjusted engineering expenses were higher by 5%, primarily due to higher patent, IT and [facility-allocated] costs. SG&A, excluding litigation, was lower by 14%, and litigation was higher by 35%. Litigation expenses continue to be a significant, but [varying] portion of our operating costs. We remain committed to pursuing our strategy and we expect the litigation costs to continue to be significant and dynamic in the near future. Our adjusted operating loss for the quarter was $5.7 million, or 52% lower from the previous quarter, and a change from the profit in the second quarter of 2007. During the quarter we booked a noncash charge of $130.5 million to establish the valuation allowance against our US deferred tax assets.

Our history of cumulative GAAP losses in recent years, coupled with our revised outlook for the year, led us to conclude that we may not be able to fully realize the deferred tax assets. According to FAS 109 guidelines, concluding that a valuation allowance is not required is difficult, particularly when there is significant evidence that is objective and verifiable, such as accumulative GAAP losses in recent years. In our analysis we weighed all the evidence, both positive and negative, and determined that the deferred tax assets were impaired and a valuation allowance should be recognized. [Future] litigation wins and settlements are signs of positive evidence, but given the uncertainty of the amounts and the timing of receiving these settlements, they are not as objective and verifiable as the historical negative evidence. Based on this analysis we put the valuation allowance against the US deferred tax assets, which will be maintained until sufficient positive evidence exists to support its reversal. This in no way changes our outlook and expectations for [our] litigation wins and settlements, areas where we have made significant progress in the recent past.

(inaudible) cash, defined as cash, cash equivalents and marketable securities, excluding the (inaudible) cash, was $394 million, an increase of approximately $10 million -- $12 million from the first quarter of 2008, and down $40 million -- $48 million from a year ago. During the quarter we received $12 million from stock option exercises and ESPP and also received $5 million of insurance proceeds related to reimbursement claims associated with the past stock option investigation. This $5 million has not be recognized in the P&L, since the use of these proceeds is subject to final resolution of the class action case and various derivative lawsuits. The decrease in cash from a year ago was primarily due to the purchase of shares in Q1 of this year and settlement of class actions -- stock option lawsuit in Q2 of this year.

Now I'll give you some thoughts regarding the third quarter. This guidance reflects our reasonable estimate and our actual results could differ materially from what I'm about to review. We expect third quarter revenue to be between $27 million and $31 million. This does not include the amount held in abeyance related to the FTC remedy order. Harold already mentioned the status with Elpida and I want to reiterate that this range does not include patent royalties from Elpida going forward. We expect operating expenses, excluding stock-based compensation, to be between $45 million and $50 million, which include an estimate for litigation expenses of between $12 million to $16 million. As noted earlier, litigation expenses are difficult to predict because we do not control timelines and requests from the courts nor do we control the actions of our adversaries may take, which may cause us to incur additional unplanned expenses on litigation in any particular quarter. As Harold mentioned, we will be taking action to reduce our expenses and improve our cost structure, and we are looking at all alternatives, including a reduction in workforce.

That concludes our prepared remarks. Operator, would you please open the call for questions.

(OPERATOR INSTRUCTIONS) We'll go first to Jeff Schreiner with Capstone Investments.

Ladies and gentlemen, I appreciate you taking the time to take some questions here today. The first question I had is more directed at Tom in terms of where the Company might think about heading with some litigation. And I'm wondering if Rambus has considered at this point revisiting the ITC for infringement-based injunctions now that the removal of the conduct claims at the district court level has, in fact, occurred?

Well, Jeff, as you know I'm not going to talk about forward-looking strategy, or plans, or lack of plans in those kinds of areas. Suffice to say, as we pointed out earlier, that we look at all possibilities and we will do what we think is best in the interest of our shareholders to protect our IP rights.

Okay. While you're there, Tom, just one more question for you. Does Judge White -- to help us understand here, is there any type of rule on a federal level or California law that would require Judge White to wait on handing down an injunction due to the September 5th hearing requested by Hynix regarding Qimonda?

I don't believe there's any rule that would preclude him from doing that. I think common sense may give him his own answer and I would rather not speculate on what Judge White will do in the case. We're obviously hoping for a positive ruling from Judge White on the injunction, and I wouldn't begin to predict when and if that ruling will be made.

Just two more quick questions to Harold or Sharon. When would Rambus expect a flash density that is going to be large enough to require a controller? And could you say that at this time current versions of flash are already incorporating Rambus technology?

Synchronous flash is shipping today and it's synchronous, serial. It's highly likely that it includes Rambus technology.

Okay.

As we said on previous calls as that density goes up, which it does inexorably in the semiconductor business, the need for faster interfaces grows.

Fair enough. One final question. Again, I appreciate the time today. In regards to the renegotiated Qimonda license, does that restart any royalty payments at this time, and have the terms -- I know in your prepared comments you said it really hadn't changed that much. but have the terms related to additional monies that could paid upon future licensees and what they may do, has that changed at all?

Let me give that to Sharon who negotiated the deal.

Hi, Jeff. So as we said the financial terms of the Qimonda agreement have not changed.

Okay. So we would still expect that at some point, if you were to reach the milestone of the contract there would be additional monies, however, that would come to Rambus?

We would be expecting payments to occur under the original conditions of the original agreement. That was not amended.

Thank you very much. I appreciate your time today.

Sure.

Sure.

We'll go next to Hamed Khorsand with BWS Financial.

Good afternoon, guys. Just a question on your restructuring plan or headcount reductions. What kind of burden does that put on your patent generation or innovation creation kind of plan?

We're really not prepared to talk about the specifics of the plan, but as I said, we do not intend to reduce in any meaningful way our focus on the creation of technology. That is our number one mission here and that's obviously the last thing that we consider cutting.

Do you have some sort of estimate as to how much you're looking to save through a headcount reduction?

Not ready to announce that yet. As we say, we're developing plans, we're looking at all alternatives. We just thought it best that we tell everyone that we are considering staff cuts, as painful as that is.

Okay. Thank you.

Sure.

We'll go next to Michael Cohen with Pacific American Securities.

Yes, hello, my name -- or my first question is for Tom. At the same time that we had the claims construction hearing, we also had a hearing for summary judgment. In the prepared remarks you mentioned that we may see the wear patent claim construction issue in soon. Wondering if you have any guidance on when you might issue the summary judgment ruling?

No, Michael, I don't have any better estimate on when that'll happen. I think you were there. Judge White indicated that it would be soon and we're hoping that it is soon. It could be any time.

Okay, great. And my next question is for Satish. In determining the impairment of the deferred tax assets I noticed that you still have some deferred tax assets on your balance sheet, I was wondering why the timing and how you came up with the exact amount of the impairment?

Michael, what we have on the balance sheet really relates to the deferred tax assets related to our foreign jurisdictions. Since we still have profitable business in Japan and in India we have deferred tax assets for those locations, that's why the deferred tax asset is not down to zero on the balance sheet. What we were required to write down was the US-related deferred tax assets, or the $130.5 reserve of (indiscernible) allowance we took related primarily to the US deferred tax assets on our books.

And that's been written down to zero now, the US (indiscernible).

Yes, that is written down.

And this is Tom, Mike. My comment is that certainly my intent to have that reversed and use that DTA at sometime in the hopefully near future.

I realize that's conservative accounting and you can never predict outcomes of litigation.

Nor can you be too conservative in today's accounting world.

My next question is probably for Sharon or Harold, whichever one feels most comfortable with it. We've talked a lot on last calls about your ongoing efforts in flash and I was just wondering if you could give us any updates in terms of how your business in the flash area is pursuing?

Michael, I'll take that one. So in the spring we did make some announcements about our ongoing work with Spansion in the flash area and I believe at the last call I also mentioned that we had some other internal development activity going on and that we were also seeking additional partners to work with us in furthering that development effort. That is continuing. I would say it is moving forward in a positive fashion, but we don't have any new information to report at this time. As soon as we do, we will. We certainly know that there's a lot of curiosity around this and we will make an announcement as soon as we can.

Michael, to expand a bit on what Sharon says and for purposes of clarification. As we said earlier in response to a question synchronous flash is shipping today and there's a high likelihood that (inaudible) patents are [included]. Much of the flash work we've done recently we think is quite revolutionary, but it's not likely to produce revenue in the short term. I don't want to mislead anyone as to the expectations there.

Have any letters of infringement ever been sent regarding flash?

Michael, as you know we generally don't comment on what our relationships are with our potential customers so I would rather not give you a response on that.

Okay. And my last question is the headcount cuts that Harold talked about on this call, if they were to go forward and take place would that be in the near term or when likely would that take place?

We would like to keep our plans as close to our vest as possible until such time as they're concrete and we can answer specific questions, and we're talking about people's jobs so it's always difficult. And I would underscore that we talked about possible, not a complete certainty of headcount cuts.

Okay. Well, thank you very much and congratulations on the Qimonda deal. I was very happy to see that. I think it removed a significant weakness in your strategy.

Thank you.

Thank you.

And at this time there are no further questions. I'd like to turn the call back over to Mr. Satish Rishi for additional or closing remarks.

Thank you operator. Thank you, everyone. It will be a tough quarter and we'll keep you apprised of developments as they occur. Thank you for your time.

Once again that does conclude today's conference call. We thank you for your participation, and you may now disconnect.