Luc Seraphin - Chief Executive Officer Keith Jones - Interim Chief Financial Officer Des Lynch - Vice President of Finance, Investor Relations

Welcome to the Rambus Fourth Quarter and Fiscal Year 2021 Earnings Conference Call. At this time all participants are in a listen-only mode. At the conclusion of our prepared remarks, we will conduct a question-and-answer session. [Operator Instructions]. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Des Lynch, Vice President of Finance and Investor Relations. You may begin your conference.

Thank you, operator, and welcome to the Rambus fourth quarter and full year 2021 results conference call. I am Desmond Lynch, VP of Finance and Investor Relations, and on the call with me today is; Luc Seraphin, our CEO and Keith Jones our Interim CFO. The press release for the results that we will be discussing today has been filed with the SEC on Form-8K. A replay of this call will be available for the next week at 855-859-2056. You can hear the replay by dialing the toll free number and then entering ID number, 526-4419 when you hear the prompt. In addition, we are simultaneously webcasting this call and along with the audio, we are webcasting slides that we will reference during portions of today's call. So even if you're joining us via conference call, you may want to access the webcast with the slide presentation. A replay of this call can be accessed on our website beginning today at 5 PM Pacific Time. Our discussion today will contain forward-looking statements, including our expectations regarding business opportunities, industry growth rates, product and investment strategies, timing of expected product launches, demand for existing and newly acquired technologies, the growth opportunities of the various markets we serve, the expected benefits of our merger, acquisition and divestiture activity, including the success of our integration efforts, the company's ability to deliver long term profitable growth, long term sustainability of the company's increased product revenue and cash generated from operating activities, the company’s outlook and financial guidance for the first quarter of 2022 and related drivers, the company’s ability to effectively manage supply chain shortages, risks and potential adverse impacts related to or arising from COVID-19 and its variance and the effects of ASC 606 and reported revenue amongst other things. These statements are…

Thank you Des and good afternoon everyone. 2021 was a great year for Rambus, driven by its strong execution by our global teams and continued product grow. We delivered an excellent fourth quarter with $91.8 million in revenue, exceeding revenue and profitability targets for the quarter. It was also an outstanding quarter for cash generation. We set a 10 year high with $72 million in cash from operations in Q4, and a new annual record at $209 million for the full year. Our ability to generate strong cash from operations allows us to both, continue to invest in new products and to return value to stockholders. As we continue to scale the business, we benefit from a balanced and diverse portfolio of offerings and revenuecontributions such as Chips, Silicon IP and patent licensing. Memory Interface Chips continued to record product revenue for the second consecutive quarter at $45 million, which is up 23% over last quarter's record. This brought the full year revenue to an annual record of roughly $144 million, growing the Chip business by 26% over 2020. We achieved key milestones throughout the year that drove the product business performance. We continue to focus on execution with our first generation DDR5 RCD. This product is in volume production and has a growing qualification footprint in next generation systems. As we mentioned last quarter, we were also the first to sample a second generation DDR5 RCD. We are sampling our second generation products to customers and have begun receiving pre-production orders for the second half of the year. Being first-to-market on DDR5 has given us an edge to gain share during the DDR5 transition cycle. We had a strong year; however, it is important to acknowledge the continued industry wide challenges in semiconductor supply chains. We are working closely…

Thanks Luc. Let’s begin with a summary of our financial results for the fourth quarter and for the full year 2021 on slide five. Once again we delivered great results this quarter with product revenues growing 23% and generating $72.2 million in cash from operations. The cash flow contributions is an all-time record for us in our evolution as a products company and is a clear testament to our success in profitably growing the company. Our ability to consistently generate cash, that’s helped us both invest in our strategic growth drivers and consistently return capital to shareholders. Let me walk you through our non-GAAP income statement on slide six. Revenue for the fourth quarter was $91.8 million, exceeding our expectations. Royalty revenue was $32.9 million, while licensing billings was $66.6 million. The difference between licensing billings and royalty revenue primarily relates to timing as we don’t always recognize revenue in the same quarter as we bill our customers. Product revenue was $45.3 million, consisting primary of our Memory Interface Chip business. As Luc mentioned, Memory Interface Chip revenue was a record for the company despite the supply chain challenges seen in our industry and we are delighted to see such strong demand from our customers. Contract and other revenue was $13.6 million, consisting primarily of our Silicon IP business. Total operating cost, including cost of goods sold for the quarter came in at $65.4 million. Operating expenses of $51.4 million were in line with our expectations. We expect to continue to grow investments and expanding our product roadmap in the coming quarters as we further expand our product portfolio to help drive our long term growth. We ended the quarter with total headcount of 690 employees, which was relatively flat from the prior quarter. Under ASC 606 we recorded $1.9…

Thank you, Keith. [Operator Instructions]. Your first question comes from the line of Gary Mobley with Wells Fargo Securitas. Your line is now open.

Good afternoon everybody. Let me congratulate you on a strong finish to the year and what seems to be a good start to the current fiscal year. I wanted to start out by asking about some of the supply demand dynamics on the chip side of the business, the buffer chip specifically. I'm curious, if we are in a situation where your revenue is constrained by supply and if so, to what extent and I know it's a week-by-week situation, and trying to get enough product from your partners, maybe perhaps if you can give us an update in terms of your visibility on that particular front as well.

Hi Gary! Thanks for your question. Look, yes we have supply constraints for the buffer chip, yet we grew our revenue to 26% over the previous year, and this last quarter in Q4, we grew 23% over the previous quarter. So we continue to grow and gain share in a market that was growing single digits, so we are able to do that. We could have generated a $2 million more million of revenue last year had we had the supply that we required. And as you said in the question, we are working literally on the weekly basis both with our suppliers and with our partners to minimize any disruption from the supply and to maximize our revenues with our customers. We don’t have much visibility beyond 90 days and I think we are going to stay in the low visibility environment until the second half of this year. Unfortunately this is what we are facing today. With this impact, we are very happy with the demand. I think it’s driven by the fact that the vast generation of [inaudible] we had a better footprint in terms of design wins, so that generated to be core revenue and we started to shift DDR5 price and volume in anticipation for the DDR5 platforms to be launched in market next year. So the design-win footprint from generation-to-generation is increasing the demand for our products. It’s good for us – we are growing our business faster than the market. We are constrained by supply and we are working with this on a weekly basis with our suppliers.

And Gary, can I add to that, to Luc’s point. We are very excited with the demand that we're seeing. But however, there is a noticeable difference between our demand forecast and our supply forecast. So from a demand perspective, as Luc said, we are seeing great momentum from DDR5 and DDR4 and we are just really pleased with the traction we are making in the marketplace. However from a supply perspective for our product business, we are constrained and that's fundamentally how we have to manage the business. And to add a little bit more color, if we take a look at what the consensus for the analysts models that will put out as part of the Q3 earnings process, those consensus product numbers are really in line with what we see for the full year 2022 from a product revenue perspective. We see some differences within the quarters, but for the full year and that is clearly due to the supply constraints. So that's why we're still a bit cautious and we have good visibility for 90 days as Luc had talked about, but for the further we look out, it's a little bit more challenge.

Got it. I appreciate the color there, Kevin and Luc. On the topic of the buffer chip business, I realized the DDR5 is probably a lager mix of the total buffer chip revenue today. But maybe if you can give us a sense of what it might represent at an exit run rate at the end of the fiscal year and then as well, how would you characterize your market share in DDR5 relative to DDR4? Is it moving higher?

Great question Gary. I think on the Q4, it might not reflective. It will be just the market in the sense that this is the first quarter where DDR5 properties are going to be shifted to the market, so we have a combination of as we said earlier, higher ASC and this typically happens when you move from one generation to the other. The other aspect of the question is that, the DDR manufacturer had to build in preparation for the launch of the platform next year. So we have a combination of an unusually high demand for DDR5 in the fourth quarter, which is normal prelaunch for the platform with unusually high ASC. I think over time this is going to be normalize. As Keith said, you know we are confident with the revenue, with that as we talked about in Q3 for the year 2022 and over time pricing between DDR4 and DDR5 is going to normalize. But I would said that Q4 is an outlier quarter from that standpoint.

And your next question comes from the line of Sidney Ho with Deutsche Bank. Your line is open.

Great. I’ll add my congratulations; a very solid quarter and guide. You know my first question is just a follow-up with the previous question on the product side. Specifically related to product gross margin, it was very strong in Q4. It seems like you already answered this part. It sounds like better ASP was the reason. But beyond that, beyond the first quarter, when you look at the mix of year’s kind of growth, it seems like your suggesting 30%, 40% kind of growth doable. What kind of product gross margin do you expect and maybe you can talk about the puts and takes on what’s driving the gross margin. The product gross margin seems to be good.

Hi Sidney! So on the gross margin side, you saw in Q4 we had a relatively high gross margin at 71% and that was really due to having a little bit more DDR5 mix during the quarter. But however as Luc mentioned, DDR5 is in its early stages of ramping and we have some very favorable ASPs in 2021. And starting in 2022 we are going to see a lot of more normalized pricing. We are going to see that immediately throughout the year. And just kind of given where DDR5 is and DDR4 is relative to their product life cycles, overall the blending gross margin rate is going to be at that 60% to 65% that we’ve consistently and historically been talking about.

Okay, that’s helpful. Maybe switching gears to the capital returns, you guys generated very consistent cash flow from operations and call it around the $200 million range. You know cash balance is close to $500 million. You probably don't need that much to run the operations. In the past you do opportunistic buyback, but doesn't it make sense to be a little more systematic going forward in terms of maybe not [inaudible] but more buybacks, and will paying down the convertible note that is I think due within a year, is that a use of cash and maybe just how do you think about capital structure of the company longer term. Thanks.

Yeah Sidney, great questions there. So from a capital allocation standpoint, what we take a look at in terms of buybacks and then our history is that we’ve consistently returned – if I look back into 2015, we return about 45% of our free cash flow back to our shareholders and that's something that we consistently done. If you take a look at that 2021, we returned 55% on the $100 million ASR. Now if you take a look at the periods of time, that we’ve done of over the years, its various, not one particular quarter that we pick. But we have been consistent and it's part of our overall capital allocation strategy. So that’s something that we monitor, but it also balanced as we mentioned on the convertible note in overall kind of capital allocation structure and how we want to look long term. So on the convertible note side; we are deeply reviewing all the alternatives that might avail themselves to us. So we’ll go through and completely manage that. But is also just kind of really lines up to what we want to do long term for capital allocation, which also includes looking at M&A opportunities. So it’s a balance, so we are committed to returning capital shareholders, we will continue to look for M&A and we are actively managing the convertible notes.

And your next question comes from the line of Mehdi Hosseini with SIG. Your line is open.

Yes, thanks for taking my question. Just Keith, I want to go back your guide for product revenue in ’22. Did you mean to imply that you are guiding to 20% year-over-year or $172 million of product revenue for this year. Was that what you were implying?

Mehdi, well basically there is – the reports that are out today and from what we see right now from a supply perspective, we are in alignment. Our forecast looked very consistent with what's out there. I think the numbers are a little bit higher than that. You know March maybe the $172 million, I think it’s in the $180 million or so that’s out there. But that’s just really based on a current outlook from what we see from supply.

Got you. Because you were starting the year with a very strong momentum given your guide for March, I just want to make sure I didn’t misunderstand you. So your conservatively $180 million-ish with a 60% to 65% gross margin right.

That’s accurate and clearly those numbers for the topline is, it’s just very much a supply outlook, it’s not a demand outlook. We are extremely pleased what with we are seeing for DDR4 and DDR5, we are very pleased with that.

Okay and one follow-up for Luc, how should I think about the adoption of DDR5 by Notebook, Commercial Notebook versus server and do you think this is going to be driven by servers first and then Notebook or is that different dynamics you see. And as a follow up, what do you see the mix of Serve DRAM in terms of a DDR4 versus DDR5 exiting this year?

So for the first question, I think maybe to the first question vast majority or all the demand for DDR5 partnership is coming from Servers. The introduction of profit sheet that will put us into client sites or customers as far as we see is going to come later, not this year. So most – you know 100% of the demand for the high buffer chip is going to come from the serves. And again I’m talking about buffer chips, not the memory; there is no buffer chip in the client [ph]. The second question has to do with the mix with DDR4 and DDR5. The report that we see and we tend to agree with that is the crossover in volume happening towards the middle of 2023 or the second part of 2023 and this is still our view. We think that the crossover in revenue is going to happen before that, just because of the ASP dynamic from one generating to the next.

And your next question comes from the line of John Pitzer with Credit Suisse. Your line is open.

Hey guys! Thanks for letting me ask the question. Congratulations on the solid results. Look I just wanted to go back to the supply issues and make sure whether I fully understand. To what extent are these sort of direct issues that you're having that's preventing you to ship to full demand versus kind of issue you see out there in the ecosystem, you know perhaps around server substrate or whatever that's kind of holding back full potential this year.

Yes, thanks John. This, we see are direct issues, they are coming directly from our supply chain, our own supply chain, we work with them. We’ve not seen what happens in other markets where we would be constrained by all the components that would go into the same system; we’ve not seen that yet. So all of our supply issues are extending from our supply channel and supply chain and again, we are working with them to elevate any disruptions as we go aggregate.

And Luc, just relative to those direct issues, do you feel as though you are any better or worse position that competition. How do you think about your share as you navigate through some of these supply constraints?

Difficult to say, I think everyone in buffer chips is from no experience supply chain challenges, us as well as our competitors. So I think we all are suffering from that. I would just say that last year we grew 126% [ph] from the market and we only grew 5%. So we managed to work things, the site issues quite well. Again, I think one of the challenges we have as we said earlier is that going into beyond 90 days from now.

And your next question comes from the line of Kevin Cassidy with Rosenblatt Securities. Your line is open.

Yeah, thanks and congratulations also. I think you had mention that second half ‘22 you expected the supply will improve. And was it from your last comment, did you say you're expanding your number of suppliers, is that why you're confident that second half ‘22 will be better.

Maybe, we are not going to expand on number of suppliers. We have the same suppliers. Do we think things may improve towards the end of 2022? In the second half of 2022, just because they are older markets, you know placing demands on the same type of technologies that we think it might be gone. But again as we see, we are getting unfortunately, we have very little visibility beyond 90 days. But again we are not going to add supplies or new suppliers. We are going to use the same suppliers. We just believe that things might be up towards the end of the year.

Okay. Maybe if I moved to a different topic. CXL adoption, can you give us a feel for how many engagements you're talking to, maybe for the IP, you know how many licensees there are and what do you think the percentage of Server CPUs will be using CXL.

So it’s a great question. The different types of engagements we have with CXL. First type of engagement we have is through the sale of [inaudible] and the acquisition of PLDA. We really have great momentum there, but this is IP sale, so people buy our controls and integrate the controls into the chip that are going to be CXL capable down the road. So that’s the first I would say wave of revenues that we have from CXL. These are positions and allows also us to develop our own CXL chips. We are in full swing in the development and we are targeting the CXL 2.0 Controller, which is going to hit the market in 2023. And with those, you know we engaged with the same players in the ecosystem as we have for our profit shift. And finally, we are also talking to Cloud service providers about CXL specific chips as that will hit the market a bit later. So we have a wave of different technology and products that we are introducing to the market, the main one being a memory expander that will hit the market in 2023 based on the CX 2.0.

And your next question comes from the line of Mark Lipacis with Jefferies. Your line is open.

Hi! Thank you for taking my question. The question I have is on your M&A strategy going forward. To what extent would you expect your – you know the M&A that you make going forward be like pure IP companies for the sale of increasing your IP portfolio versus IP companies for the sake of delivering a product, selling a product also versus kind of you know a semiconductor product kind of companies. If you could share your thoughts on that idea, that would be great. Thank you.

Yeah, thanks Mark. You know the first objective with M&A is obviously to generate profitable growth and to scale the business to the extent that we can find the right project. We would be looking for semiconductor companies or carve out semiconductor companies in the types of markets we are serving today. The other type of companies that we are looking at is the type of things that we did with PLDA and AnalogX last year, where we both complement our IP portfolio in the same ecosystem and we secured IP that was only used in our own products and again, with the end use of increasing our product revenue growth going forward. As you know it’s difficult to predict M&A. It takes two, so we have to find the right partner. But the idea here, is we should generate growth with semiconductor parts, either by buying directly semiconductor part company to canvas or buying IT companies that now accelerate our own development of semiconductor parts.

Got you. That’s very helpful. Thank you.

And we have a follow-up from Mehdi Hosseini with SIG. Your line is open.

Yes, thank you. Just a quick follow-up for Keith. Can you give us an idea how we should think about increasing OpEx in ’22 versus ‘21?

Hi Mehdi! I think from an OpEx perspective I’ll just take a look at some of the guidance that we had put forth for the current Q1 quarter. So we will have and continue to have some additional costs, at least in Q1 from the perspective that we have some seasonal payroll costs. That will just kind of add to the natural run rate of tax, [inaudible] like that we said. And then also we’re continuing to hire. We're looking to talk about it, expand our product portfolio, so there's hiring that we have and that will be you know slightly incremental throughout the course of the year.

Got it! Okay. And if I may, I just have a follow-up for Luc. Just looking at your silicon IP revenue mix, which has also benefited from the recent acquisition, I want to better understand how I should think about the diversity of your customer mix and how is the revenue mix between an actual car body manufacturing at your customer site versus continued R&D budget. So kind of a two-part question and just trying to better understand how you are able to entail those acquisitions?

Thanks Mehdi. That’s the nice thing about the silicon IP business is that, especially in the current environment it’s much less immune to supply chain and that’s a good thing to have. If we look at our silicon IP business across interfaces, controllers and security, the range of customers we have is much broader than what we have for our silicon active products. The vast majority of our design wins are in the data center and edge and as we currently said in our prepared remarks, the silicon IP business, the largest to go you know into other markets. So we have a fairly large number of design wins, supply chain and IoT. We have a lot in governments and reunion featured by our security IP technology and in automotive. So we have a much broader range for our customers and customer reach within our silicon IP, just because there’s so many more products that can use just a piece of technology that we provide. The silicon IP business, it’s not growing as fast as our silicon IP market, it’s not growing as fast, the semiconductor product market. But we are challenging our team to growth this business double digit, which is higher than the market growth. That’s a good contribution to both, you know our margin and our revenue growth going forward.

[Operator Instructions] We have a follow up question from John Pitzer with Credit Suisse. Your line is open.

Yeah, thanks. Well just real quick, there were a bunch of questions around ASPs and the Memory Buffer business as you moved to DDR5. I'm a little bit more curious if you can talk a little bit about Server DRAM content and kind of how you are levered to the growth in content. And I guess, you know to the extent that street models have product revenue up this year is about as much as last year. I'm kind of curious if your view as to the overall underlying market, do you think it shows accelerating growth versus kind of that mid-single digit number you saw in calendar year ‘21 because of this accelerating contact growth?

Yeah John, thanks for the question. So it was difficult for us to correlate with the DRAM market, precisely because you know it’s a dynamic company with a module, but also the volatility on pricing on the DRAM. The way we look at it is that people are recycling you know their DDR4 designs from DDR5 as demand for data and demand for speed is going up and this is what drives the demand for new generations of products, and as we do that, we accelerate or we include our footprint within the market and that’s how we can generate this you know 20x% of growth, which is not directly correlated to the DRAM growth. It’s more correlated to our footprint being better at generation – from generation-to-generation. I hope that answers your question.

No, that’s helpful. And then I know it’s difficult beyond 90 days, but is there any way to figure out to what extent, you know what revenue could have been or could be this year without some of the supply constraints. You’re talking about 4% to 5% deficiency of supply/demand or are you talking about something that's more in the double digit line?

You know John, I think it’s a meaningful number. In that regard it’s a little bit challenged to quantify. There's a lot of dynamics of price and changes and what not, but I think really the takeaway is demand is very strong and we are getting some great design wins in DDR4 and DDR5 and with that, that seems very exciting, but trying to put that big number around it. It’s an obviously larger number, this is kind of how I’ll phrase it, but it's something that is a little bit more challenging just from all the pricing dynamics and another things.

That’s helpful Keith. Thank you.

Alright, at this time there are no further questions. This concludes the question-and-answer session. I would now like to turn the conference back over to Luc Seraphin.

Thank you, everyone, for joining us today and for your continued interest and time. We look forward to speaking to you again soon. Have a great day! Thank you.

Thank you. This now concludes today's conference. You may now disconnect.