Rambus Inc.'s CEO Discusses Q2 2011 Results - Earnings Call Transcript

Jul.21.11 | About: Rambus, Inc. (RMBS)

Rambus Inc. (NASDAQ:RMBS)

Q2 2011 Earnings Conference Call

July 21, 2011 17:00 ET

Executives

Satish Rishi – Chief Financial Officer

Harold Hughes – President and Chief Executive Officer

Tom Lavelle – Senior Vice President and General Counsel

Analysts

Jeff Schreiner – Capstone

Hamad Khorsand – BWS Financial

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 (NYSE: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.

Unidentified Speaker

Thanks Harold. With that we will open the call up to questions. Operator?

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) Our first question comes from Jeff Schreiner of Capstone, and your line is open.

Jeff Schreiner – Capstone

Yes, congratulation guys on the quarter and congratulations on the guidance as well. If we could just start with the guidance Satish what’s driving if we just looked at even just the CLI level on a sequential basis you’re up pretty substantially, is the majority of that contribution from CRI or is it a mix with the Freescale settlement that was recently announced as well?

Satish Rishi

It’s just a mix coming in from some contribution from CRI and a couple of one time events that will happen in Q3. That will recognize as CLI and also maybe some as revenue also.

Jeff Schreiner – Capstone

Okay. And those one time events, I mean are those something we should know about or what are these one time events that you just brought up?

Satish Rishi

Well again these will not be singularly; they may not be material, so that’s why we include them in our guidance. But you know to the extent something needs to be disclosed and needs a press release or communications; we will definitely communicate at that point in time.

Jeff Schreiner – Capstone

Okay.

Satish Rishi

But as you mentioned we are very happy with the guidance and it was a great quarter and we’re looking forward to having better results in Q3, so we are pretty happy with the quarters.

Jeff Schreiner – Capstone

Great. What happened with legal kind of being lower than forecasted I guess Tom where you’ve beaten your external team down there or it seem that some cost may be perhaps got shifted from Q2 to Q3, any color there?

Thomas Lavelle

No specific color Jeff. As you have seen the ability to predict when litigation or legally based events are going to actually occur and therefore incur the expenses not necessarily a science as much as an art on that issue this quarter was not as good as we’d like it to be.

Jeff Schreiner – Capstone

Okay fair enough. Harold when we look at CRI from the markets that they trying to target, can you help us understand if there is any cross over between any Intel and McAfee are trying to do, are they going up to similar markets of CRI or are we looking at kind of two different markets that each may be attempting to target?

Harold Hughes

They touch on the edges; the Cryptography market is very, very broad. They are in growing everyday new ways to attack various hardware and software. CRI’s initial product was in focusing on how people could literally through probing hardware extract keys, they found some very clever ways to avoid that. They have created additional hardware that makes the device much more secure. They call that CryptoFirewall and obviously they’re developing other platforms. I am not completely at liberty to address exactly what Intel sees completely – in the McAfee, but some of those areas will come in. They want the Intel platform once to be secure for obvious reasons, they want to be the place where you go to view content and to have your financial transactions secure. So, they’re moving down the same path. Intel would be a customer and we will work hard to make them a customer of CRI.

Jeff Schreiner – Capstone

Okay, Harold just really quickly I’ll try to only get maybe one or two more in and let some other people get on, but jeez we’ve had this big boom, lets call it boomba cycle of the silicon valley and one finally falls in Rambus’s laps somewhat in terms of patent valuations is Rambus now based on the valuation has given to Nortel and the talk is going around within digital and alike considering any patent sales?

Harold Hughes

No, we believe that the patents that we create and buy are – are best maintained in licensed buy us on occasion there might be some smaller transaction we would look at, but we’re very comfortable on our ability to use the patents we have.

Jeff Schreiner – Capstone

Okay, and Harold can you help us maybe I guess – the only other question I have about the antitrust trial I understand its going on there is not to much to talk about until it gets complete hopefully. But can you help us maybe quantify where the management team is right now with expectations because I think one thing that’s happened in the past is Rambus investors at any level retail, institutional or have you may have different expectations of what management may have been willing to do, going into that effort as if we see the full award as X in the antitrust trial whatever. Should we feel comfortable knowing that the management isn’t really willing to come to the table unless there is a high percentage of that were built in the settlement. Can you help us maybe set expectations a little bit for this trials where you guys are the best as you can right now?

Harold Hughes

It’s a good question. We are certainly not at liberty to put numbers to that. But let me make the question a bit broader and it really brings into the picture of the CAFC ruling. As we said, we are very disappointed with that ruling and it removed some of the immediacy, which was possible with regard to how we would price a license after the Joint Boycott Case. That’s about what happened with that particular action that not withstanding. We’ve said very clearly that we had every intention of having this trial seeing what comes out of it, with the hope of ultimately coming to good resolution at values that will appreciate the stock hopefully significantly.

Jeff Schreiner – Capstone

Okay. And final question from me, the Samsung put should we issued investors I should say, so I hopes of any type of future partnership with Samsung, is that how investors need to look at this today and then given that I guess given the put being, put back to Rambus and there is obvious Samsung has their own internal reasons. How should investors maybe view that settlement as it stands today?

Sharon Holt

Jeff I will talk about the relationship with Samsung if there are any real more technical questions about the foothold, I will refer to Satish. But clearly they had every right under the agreements that we had to exercise and we were certainly prepared for that. I don’t think you should read anything into it as to Samsung’s broader in terms in the relationship. It’s a business transaction like many others. We continue to have the very same kind of dialog we’ve been having with them since the settlement occurred. I believe that both parties are very serious about finding long-term lease you collaborate and benefit from the relationship with one another.

Keep in mind we’re talking about our future technology, development efforts in a very dynamic market environment. And we’re talking about two companies that had a period of five or more years, where we’re really aren’t working together. It takes time to really find the right sweet spot of engagement. And we’re investing a ton of effort into that and I would say, that Samsung is as well and they certainly wouldn’t do that, if they want seriously about having a relationship going forward.

Satish Rishi

And Jeff, just to add to that, even subsequent to the put, we still own another 4.8 million shares, so there is still round about 4.3% of the company. It is still a long to investors.

Jeff Schreiner – Capstone

Okay. Well thank you all for the answers and great quarter. It’s great to see the guys, who higher in operational event really moving the stock tonight.

Satish Rishi

Thanks Jeff.

Operator

Thank you. The next question in queue is from [Michael Cowen] of MBC Financial. Your line is open.

Unidentified Analyst

Thank you for taking my questions and (indiscernible) gone after seven years to finally getting the antitrust trial. On board, it’s been a pleasure sitting there everyday by getting to watch after seven years. My first question is regard to the Samsung PUT. So, they do still have I guess half the shares within the original Samsung agreement. Is there any indication that they are going to sell those or does it look like they are going be a happy holder of the shares, that they did not have a put it right for?

Harold Hughes

There’s no indication they were intending to sell.

Unidentified Analyst

Okay. My next question is sort of in the spirit of Jeff’s comments with regard to the increased evaluation for wireless portfolios. I think a lot of investors overlooked the applicability of your portfolio with the wireless sector and a lot of people overlooked that DRAMs are now being in smartphones. I was just wondering if you could touch on a little bit of the strength of your patent portfolio and the areas that you think they apply strongest to the smartphone market specifically platforms like Android and Apple?

Sharon Holt

Michael this is Sharon. I’m not going to talk specifically about the patents, but I’ll talk about the technology. Yes, we absolutely believe that a lot of the technology we’ve been working on over the last several years is very relevant to the entire mobile market, but maybe even most interestingly to the high growth sectors of smartphones and tablets. Obviously, you have heard of us talking about mobile XDRs that continues to be an area of focus, but we are also looking much more broadly at memory solutions for that portion of the market mobile XDR and other approaches.

I would also add that as these devices are becoming more complicated, there are a lot of other interesting semiconductor related areas that we are going to be looking to address as we look to continue to expand our footprint in semiconductor technology going forward. I would also add for Harold’s earlier comments about our two new businesses, if you think about applications for display technology in handheld platforms, or frankly for securing all those very high value content, handheld devices that are out there. We believe there are also exciting opportunities for the Cryptography and the Backlighting portfolio is that our part of our LVT and CRI businesses.

So, yeah, the mobile market as you heard at the May Analyst Meeting, the mobile market is going to continue to be a very strong focus for us and we believe there is a lot of opportunity for all of our businesses.

Unidentified Analyst

Would you characterize the mobile market is being your number one focus?

Sharon Holt

Well, I think each one of the businesses would speak a little bit differently, if you were to from a company standpoint, I think as we have talked about two major trends that I think are relevant to all of our businesses, one is the mobile platforms, the other is sort of the infrastructure that goes along with that. We believe those two poles are actually relevant to all of our businesses. And then of course, there are things like lighting, the general lighting market, which of course as just unique to one of them. But I think if you think about rallying technology markets that are relevant to all of our businesses I would say those two.

Unidentified Analyst

Okay, thank you. That’s very helpful. My next question is switching over to Satish, I was wondering if you could give us a little bit of color, in terms of the timing of the impact of the Freescale agreement? Was some of that in this quarter? And just wondering if you could give us any color on, which quarter is its coming and then how it’s impacting your financials?

Satish Rishi

Sure. Michael, the color I can give is very limited, because the terms, many of the terms of the agreement are confidential. But I can tell you that there was no revenue that we recognized in Q2, but we did recognize as part of the CLI. And then in Q3 we’ll be recognizing revenue that will be part of what we could have paid for some of the past years and also for the current period. So, it will be – it’s bifurcated little bit between Q2 and Q3 as far as the CLI is concerned, but as far as revenue is concerned all of it shows up in Q3.

Unidentified Analyst

Okay, that’s helpful. And my last question is for Tom and I am not sure he is going to be able to help you with this, but you can’t blame me for trying. With regard to your petition for rehearing at the CFC, do you have any color or what’s your best guess as to when we might hear something in regard to either granting or denying or requesting of a poll being taken?

Tom Lavelle

That’s a good question Michael. Yes, as you have noted we did file petitions for rehearing. We filed a petition for rehearing and so did Hynix in their case. As I said earlier regarding the expenses, our ability to guess when the event is going to happen and the legal world is not as good as is it might otherwise be. My suspicion is it won’t be all that long, I don’t know, but there were five judges on our panel, there are now 11 judges on the court. My guess is there a lot of the judges have given us a lot of thought already and we may get an answer relatively soon. But…

Unidentified Analyst

Okay.

Tom Lavelle

I don’t really know.

Unidentified Analyst

Great. That’s more color than I actually expected. Okay well, thank you very much and congratulations on the good quarter and best wishes for your health and we’re going to progress in your antitrust case. I really have been enjoying watching that everyday. Thank you very much.

Tom Lavelle

Thanks Michael.

Harold Hughes

Thanks Michael.

Operator

Thank you. (Operator Instructions) Our next question comes from Hamad Khorsand of BWS Financial. Your line is open.

Unidentified Analyst

Hi, this is actually Waheed (ph) calling in our Hamad. Could you really pass maybe the OpEx guidance number again?

Satish Rishi

Sure. So for the por forma OpEx we said between 61 million and 65 million, which includes litigation of between of $15 million and $18 million.

Unidentified Analyst

Okay.

Satish Rishi

We do have these slides on our – as part of our webcast and they also will be posted our IR website, so anytime you want to go and look at the details of the financials and how we go from GAAP to pro forma all that detail is now posted on our website.

Unidentified Analyst

Okay and could you tell us if there is going to be any catch revenue from Freescale?

Satish Rishi

Yes there is catch up revenue in Q3 from Freescale.

Unidentified Analyst

Could you go a little bit more in depth in that?

Satish Rishi

No like I said we - because a lot of the details are confidential and we agreed to keep them confidential, I can’t give you any more color or any more details. I’d love to, but I can’t.

Unidentified Analyst

Okay. Now pricing in laying is coming down steadily, does that play a role in how much royalty revenue you can receive in the future?

Satish Rishi

Somewhat removes, but I think the more dominant factor of the cost of LEDs going down is that the attractiveness of LED lighting goes up proportionately and as it continues to eat existing types of lighting it increases our chances overall of selling more LED based lighting.

Unidentified Analyst

Okay thank you.

Operator

Our next question comes from Jeff Schreiner of Capstone. Your line is open.

Jeff Schreiner – Capstone

Hey guys I just had a quick follow-up, regarding the Freescale and the Q3 guidance, I mean how sustainable are third quarter revenue levels at this time or are we going to see a step up in third quarter and then kind of a step back down because, we’re getting that kind of one-time catch-up benefit it sounds whatever that may be from free scale. Is there any help you can give us there?

Satish Rishi

Yeah, just a Q3 definitely to step up and I'm not ready to say that’s a normal run rate at this point in time. So in Q4, we will see a slight step down from what we have currently forecasted in Q3. But I can’t give you any more guidance for Q4 at this point in time. But, I would add there are the things that’s play obviously.

Jeff Schreiner – Capstone

Yes, I mean that.

Satish Rishi

Is it fair to say that in there is a catch up in the revenue portion into a certain extent in CLI in the third quarter, but did early to be giving guidance on Q4.

Jeff Schreiner – Capstone

Understood, understood. Thank you gentlemen.

Operator

Thank you. I show a follow-up from the line of Hamad Khorsand from BWS Financial.

Hamad Khorsand – BWS Financial

Yeah, this is Hamad, sorry about my voice. I just had surgery. The CRI and the new revenues scheme will move from the seasonality during the past.

Satish Rishi

It’s a licensing business into that regard, it’s a way if you where will be pretty comparable to how we book everything else. It’s the biggest seasonality affect that we have right now is the Play Station 3. I don’t believe that CRI will have that impact, but it’s – again it’s second derivative, I don’t think it will have the impact of that.

Hamad Khorsand – BWS Financial

But I’m talking about the whole company in general, and then now we have Freescale had been busier the company has turned quite a bit. So, the seasonality got removed there?

Sharon Holt

Hamad, this is Sharon. I think we’ll continue to see some level of seasonality, I mean Harold mentioned PlayStation 3. We obviously have many other licensees who are involved in the consumer electronics market. And I would say generally it’s consumer electronics that drive the seasonality that we’ve had historically. So to the extent we’re successful with our new businesses also in addressing some consumer applications, I think we’ll continue to see a better seasonality in some parts of our revenue stream. But there are others, which are in completely different markets and really not subject to the same.

Hamad Khorsand – BWS Financial

Okay, great. Thank you and I apologize to my boys.

Sharon Holt

Good luck with the recovery.

Operator

Thank you. And at this point, I would like to turn the call back to Harold Hughes.

Harold Hughes – President and Chief Executive Officer

As always, thank you very much for your support and we look forward to talking to you next quarter.

Operator

Ladies and gentlemen, thank you for joining today’s conference. This does conclude the program and you may now disconnect.

Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.

THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com. Thank you!