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spk00: Good afternoon. Thank you for attending the RAMBIS second quarter 2022 earnings call. My name is Matt, and I will be your moderator for today's call. All lines will be muted during the presentation portion of the call with an opportunity for questions and answers at the end. If you would like to ask a question, please press star 1 on your telephone keypad. I would now like to pass the conference over to our host, Desmond Lynch, Chief Financial Officer of RAMBIS. Desmond, please go ahead.
spk03: Thank you, Operator, and welcome to the RAMBIS second quarter 2022 results conference call. I am Desmond Lynch, Chief Financial Officer at RAMBIS, and on the call with me today is Luke Saracen, our CEO. 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 866 813-9403. You can hear the replay by dialing the toll-free number and then entering ID number 092-440 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 5pm Pacific time. Our discussions 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, the 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 third quarter of 2022 and related drivers, the company's ability to effectively manage supply chain shortages, risks and the potential adverse impacts related to or arising from COVID-19 and its variants and the effects of ASC 606 on reported revenue, amongst other things. These statements are subject to risks and uncertainties that are discussed during this call and may be more fully described in the documents we file with the SEC, including our 8Ks, 10Qs and 10Ks. These forward-looking statements may differ materially from our actual results and we are under no obligation to update these statements. In an effort to provide greater clarity in the financials, we are using both GAAP and non-GAAP financial presentations in both our press release and on this call. A reconciliation of these non-GAAP financials to the most directly comparable GAAP measures has been included in our press release in our slide presentation and on our website at rambus.com on the investor relations page under financial releases. We adopted ASC 606 in 2018 using the modified retrospective method which did not restate prior periods but rather ran the cumulative effect of the adoption through retained earnings at a beginning balance sheet adjustment. Any comparison between our actual results under ASC 606 and prior results under ASC 605 is not an accurate way to track the company's progress. We will continue to provide operational metrics such as licensing billings to give our investors better insights into our operational performance. The order of our call today will be as follows. Luke will start with an overview of the business. I will discuss our financial results. and then we will end with Q&A. I'll now turn the call over to Luke to provide an overview of the quarter. Luke.
spk05: Thank you, Dev, and congratulations on your newly announced role at CFO. I know many on the call already know you, but I'd like to take a moment to introduce you before we dive into our results. Dev brings over 20 years of finance experience to the table, including leadership roles at major players like Renesas, IDT, Atmel, and National Semiconductor. His deep understanding of Rambus and demonstrated success at the company make him an ideal choice for CFO. I'm very pleased to have him in his expanded role on the senior management team and will now turn to our results for the quarter. The company delivered a strong performance in Q2, with revenue and earnings at the high end of guidance, and generated $56.5 million in cash from operations. In Q3, we expect strong demand in the data center to drive our results, even as the industry continues to be supply constrained. We are addressing the needs of the data center with our diverse portfolio of chips, silicon IP, and patents, each of which is contributing at scale and fueling the company's long-term profitable growth. Memory interface chips delivered another record performance, driving $53.3 million in product revenue, even in the face of a very challenging industry-wide supply chain environment. The situation remains dynamic, and the team continues to work very closely and proactively with our supply chain partners to help minimize the impact to our customers. As a leader in DDR5 memory interface chips, Ramverse has a great opportunity for growth and some expansion as the industry transitions to DDR5. Our DDR5 RCD is in volume production with a growing qualification footprint. And just a few weeks ago, we expanded our DDR5 chipset offering with the introduction of our new companion chips, the SPD Hub and temperature sensor. These chips, along with the RCD, are integrated into server memory modules, and the SPD Hub is also used in PC memory modules. We are sampling to customers now and expect initial production shipments of the companion ships late this year with a ramp in 2023. This is a very exciting milestone for the company. But as we've discussed before, DDR5 is still in the early stages of its product lifecycle and is dependent on the rollout of new computing platforms. As our customers continue to build ahead of next generation server volume shipments, we expect the demand ramp for DDR5 to be somewhat lumpy in nature. With that, our memory interface chip product mix may shift as we march toward the projected DDR4, DDR5 crossover. In addition, as we look to the longer term evolution of the data center, we are seeing strong engagement across the entire ecosystem and getting great feedback on the needs of the market for CXL memory expansion and pooling solutions. We are working closely with key players, including leading cloud service providers and major DRAM vendors on next generation platforms addressed by our CXL initiative. We also amplified our world-class product team with the addition of hardened and further strengthened the development of CXL-based data center solutions. Turning now to Silicon IP, we delivered another strong performance highlighted by key design wins and continued momentum across multiple markets. Data center and AI are driving robust demand for our high-performance Silicon IP solutions. And we are seeing growth in edge government, and automotive. Rambus continues to demonstrate leadership in our areas of focus with major five controller and security IP wins. In closing, this was another strong quarter for the company, with the team continuing to execute on our long-term strategy and deliver considerable growth from our key programs. We achieved revenue and earnings at the high end of guidance, We delivered another record quarter of product revenue driven by memory interface chips and expanded our SAM with the addition of the DDR5 companion chips. Silicon IP remains on track for a record year with sustained momentum in the data center and strong inroads into adjacent markets. And finally, we have a solid foundation from licensing as part of a balanced and diverse portfolio of offerings with multiple revenue streams. We continue to invest in critical programs that keep us at the forefront of advanced data center architectures, and our unique combination of products and expertise will fuel sustained growth in 2022 and beyond. Before I turn the call back over to Des, I'd like to take a moment to thank Keith for his contributions during this interim period. He has done a very good job working closely with both me and Des to bring the company through a successful transition, and we remain very well positioned for the future. With that, I turn the call over to Dave to discuss the quarterly financial results.
spk03: Dave? Thank you, Luke, and thank you to Keith as well for his support. I'd like to begin with a summary of our financial results for the second quarter on slide five. Once again, we delivered a strong quarter and we are very pleased with the ongoing execution of our growth initiatives. We delivered financial results at the high end of our revenue and earnings expectations. During the quarter, we successfully completed the acquisition of Hardin Inc. We are very excited about the acquisition as it adds an extremely talented group of engineers which will bolster our CXL initiative. Let me walk you through our non-GAAP income statement on slide six. Revenue for the second quarter was $121.1 million at the high end of our expectations. Royalty revenue was $48 million up from Q1 and in line with our expectation driven by additional upfront revenue from several license agreements. Licensing billings was $66.1 million. The difference between licensing billings and royalty revenue primarily relates to timing, as we do not always recognize revenue in the same quarter as we bill our customers. Product revenue was $53.3 million, consisting primarily of our memory interface chip business. 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 $19.8 million, consisting primarily of silicon IP. As a reminder, only a portion of our silicon IP revenue is reflected in contract and other revenue and the remaining portion is reported in royalty revenue as well as licensing billings. Total operating costs, including cost of goods sold for the quarter, came in at $76.1 million. Operating expense of $54.9 million were in line with our expectations. We ended the quarter with a total headcount of 747 employees, an increase of 32 employees from the prior period, which includes the strong engineering talent added through the hardened acquisition. Under ASC 606, we recorded $2.7 million of interest income, of which $1.5 million related to the financing component arrangements for which we have recognised revenue but not yet received payment. Additionally, we benefited from approximately $1 million in favourable foreign currency exchanges during the quarter. We incurred $300,000 of interest expense, primarily associated with our convertible notes. This was offset by incremental interest income associated with our cash and investment portfolio. After adjusting for non-cash interest expense on the convertible notes, this resulted in non-GAAP interest and other expense for the second quarter of $2.4 million. Excluding the financing interest income related to ASC 606, this would have been $1 million of interest and other income. Using an assumed flat tax rate of 24% for non-GAAP pre-tax income, non-GAAP net income for the quarter was $36.1 million. With disciplined execution and focus, we again delivered earnings that were at the high end of expectations. Now let me turn to the balance sheet details on slide 17. We ended the quarter with cash, cash equivalents and marketable securities totaling $351.6 million, an increase from the prior quarter as cash flows from operations of $56.5 million were partially offset by payments made to the final settlement of the previously announced debt repurchase and cash paid for the hardened acquisition. At the end of Q2, we had contract assets worth $211.9 million, which reflects the net present value of unbilled accounts receivable related to licensing arrangements for which the company has no future performance obligations. We expect this number to continue to trend down as we bill and collect for these contracts. It is important to note that this metric does not represent the entire value of an existing licensing agreement. As at each renewal opportunity, we restructure our patent agreements in a manner that allows us to recognize revenue each quarter. Second quarter CAPEX was $8.9 million, while depreciation expense was $6.2 million. we delivered $47.6 million of free cash flow in the quarter. Looking forward, we expect capex for the third quarter to be approximately $8 million. As a reminder, the forward-looking guidance reflects our current best estimates at this time, and our actual results could differ materially from what I'm about to review. In addition to the financial outlook under ASC 606, we have also been providing information on licensing billings, which is an operational metric that reflects amounts invoiced to our licensing customers during the period adjusted for certain differences. As we have reported historically, licensing billings closely correlates with what we had historically reported as royalty revenue under ASC 605. Now let me turn to our guidance for the third quarter on slide eight. Under ASC 606, we expect revenue in the third quarter between 104 and 110 million dollars. We expect royalty revenue between 29 and 35 million dollars and licensing billings between 63 and 69 million dollars. We expect Q3 non-GAAP total operating cost, which includes COGS, to be between $81 and $77 million. Under ASC 606, non-GAAP operating results for the third quarter is expected to be between a profit of $23 and $33 million. For non-GAAP interest and other income and expense, which excludes interest income related to ESC 606, we expect approximately $1 million of interest expense. We expect the pro forma tax rate to remain at approximately 24%. The 24% is higher than the statutory tax rate of 21%, primarily due to higher tax rates in our foreign jurisdictions. As a reminder, we pay approximately $20 million of cash taxes each year, driven primarily by licensing agreements with our partners in Korea. We expect non-GAAP taxes to be between an expense of $5 and $8 million in Q3. We expect Q3 share count to be 113 million basic and diluted shares outstanding. Overall, we anticipate a non-gap earnings per share range between 15 and 21 cents for the quarter. Let me finish with a summary on slide nine. We continue to profitably grow our business, demonstrating strong cash flow generation while having minimal debt. This financial leverage allows us to continue to focus on our strategic investments, both organically and inorganically. This has allowed us to develop a diverse set of products and solutions and leverages our strengths in the data center and cloud markets. In addition to the success of memory interface chips delivering another record quarter, I am pleased with the success in silicon IP. Silicon IP continued its momentum and remains on an annual run rate of 120 to $130 million. With ongoing discipline and focus, we are well positioned to continue the strong execution of our long-term strategic plans. Before I open up the call to Q&A, I would like to thank our employees for their continued teamwork and execution. With that, I'll turn the call back to our operator to begin Q&A. Could we have our first question?
spk00: Certainly. The first question is from the line of Gary Mobley with Wells Fargo. Your line is now open.
spk04: Hey, guys. Good afternoon. Des, let me extend my congratulations on the appointment. I'm most curious to start out asking about your buffer chip revenue, your memory interface revenue on the chipset side specifically. I'm curious if you were able to grow your backlog considering the different shifting trends in the demand dynamics as well as incremental supply. And presumably, you're getting more supply coming on as maybe there's some fungible capacity at your foundry partner. Maybe if you can just share some additional details there.
spk05: Hi, Gary. I'll start and then Dave can comment. We're still in an environment where demand is much higher than supply. In the first half of this year, we had a meaningful gap between supply and demand, and that's the case again through Q3. We're working on a weekly basis with our suppliers and our customers to manage our backlog and our orders. We have large orders on the books. We've not seen any cancellations on these orders. What's happening is in the supply constraint environment, we're shifting the backlog in our quarters as we work with our suppliers. We have a little more visibility into the front-end capacity for Q4, but it remains very, very tight because we are still in a technology node that is quite tight. So we turn also our attention to the back end. And at this point in time, between managing the backlogs, managing our suppliers, the shift of crossover between DDR4 and DDR5, we still believe these street estimates that we have for Q4, flat of the Q3, the right assumptions.
spk03: Thanks, Luke. As you mentioned, we've been delighted with the growth on our product revenue in Q2. It was another quarterly record at $53 million and we were able to guide up slightly for the Q3 midpoint. When we look at the sort of back half of the year, Gary, I think most analysts have us modelled somewhere between $200 to $210 million for product revenue. which assumes a relatively flat Q3 and Q4 revenue number. Given the ongoing supply challenges and the uncertainty of the DDR5 ramp, I think that's a reasonable assumption. And that would assume our growth rate year over year being about 40% versus fiscal year 21. Demand remains strong and we remain very optimistic about our product business.
spk04: Well, thank you for all the detail, both of you. I wanted to extend the conversation and ask about your view on the substantial ramp of DDR5. And so I think your Intel and Sapphire Rapids, it was official last week that that is delayed to the very end of the year, I think best case and more so into next year. Is that kind of how you view your official DDR5 ramp?
spk05: Yes, Gary. As you know, we started to ship our DDR5 chips in the second half of last year, in the second half of 2021, because the module makers are going to production ahead of the initial product builds. So we are monitoring what both Intel and AMD are doing. We think that the crossover between DDR4 and DDR5 in volume might be slightly shifting from the end of 2023 to the beginning of 2024. But we're shipping to the first queues. We're getting orders from our customers. And I think we're just monitoring this very, very closely. It's going to be lumpy in nature, that transition between DDR4 and DDR5. But the market is going to be there, and we're confident in our position in that market. It's just going to be lumpy.
spk04: Okay. Thank you, guys. Appreciate it. Yeah.
spk00: Thank you for your question. The next question is from the line of Mehdi Hosini with SIG. Your line is now open.
spk06: Yes, thank you for taking my question. Look, you have a very strong product revenue in Q2, up 70% year-over-year and up almost 12% on a sequential basis. And this is despite the fact that the DR5 is somewhat pushed out because of Sapphire Rapids. So can you please help us understand the dynamics behind this strength, and why shouldn't it go through some sort of a pause before DDR5 adoption accelerates when Sapphire Rapid is available? And I have a follow-up.
spk05: Thanks, Mehdi. One of the main reasons we continue to post a growth that is much higher than the market growth is because we had a very strong design wind footprint in the last generation of DDR4. Many times on this call, we explained that the footprint that we have in qualification translates a few quarters later into market share. And this is what happened with the DDR4 Ice Lake platform. We had a very strong footprint with our three customers. That platform, Ice Lake, is lasting a bit longer than expected precisely because of the delay of DDR5 and that explains why we see this growth year-over-year and quarter-over-quarter. The other thing is we've literally worked very very closely with our supply chain partners on a weekly basis and with our customers on a weekly basis to make sure that we optimize supply and backlog management through that period of supply constraint environment. Regarding DDR5, as we said, we believe it's going to be lumpy in nature, but DDR5 is going to ramp. We have received orders from the end of last year. We continue to see orders, but I think the transition might take a little longer than we expected earlier. But the demand that is not going to be fulfilled by the Sapphire Rapid is going to be fulfilled by the iFlake platform. So we're just monitoring that transition every week.
spk06: Gotcha. And one quick follow-up. Based on ASC 605, your revenue guide for Q3 implies a $1 million incremental increase, but your total cost is going up by $3 to $4 million. How should I think about this dynamic, and would your cost moderate after Q3, or cost increases moderate after Q3?
spk03: Hi, Mehdi. This is Des. Looking at the Q3 guidance, we guided total operating costs and expense, which includes cost of goods sold at $79 million in the midpoint. This was up a few million dollars versus Q2, mainly driven by the timing of some variable R&D expense. If we look at the back half of the year for OPEX, we would expect SG&A to remain relatively flat with what you saw in the first half of the year. But we will, from time to time, see some increases in variable R&D to support some of our R&D programs that are expected to ramp in the back half of the year.
spk06: Thank you.
spk00: Thanks. Thank you for your question. The next question is from the line of Sydney Ho with Deutsche Bank. Your line is now open.
spk01: Thank you. Congrats on the solid results, and that's also on your CFO appointment. My first question is on the supply constraint side. You talked about supply constraint impact in the last quarter and probably going forward as well. Is there any way you can help us understand the impact in the past quarter in terms of revenue and margins and what's your expectations going forward? And what kind of visibility in terms of supply constraints do you have beyond 90 days?
spk05: If you're talking about the last couple of quarters, the impact and supply constraint is that we could have had higher revenue had we had the supply to support that revenue. We had a meaningful gap between our supply and our demand. As a result of that, we had to shift some of our customers' backlog into Q3 and Q4. So that's the main impact. We're trying to maintain our cost of goods to the right level. So we are posting the margins that we said we would meet despite the supply environment. And as I said, we were working week after week with our suppliers and customers to optimize that equation until we get out of that situation.
spk03: Sidney, maybe I'll just add to the gross margin question as well. We've consistently talked about our blended product gross margin being between 60% to 65%. If you look at our gross margins for Q2 on the product side, they were around 62%. which was relatively flat to sort of Q1. So we've been operating in the first half of the year in the middle of the sort of product range that we mentioned. We'll continue to watch the underlying sort of product mix, but on a sort of long-term basis, we remain committed to the 60% to 65% product gross margins.
spk01: That's awful. My follow-up question is on the company interest, the membership services. So you announced the SPD hubs in the temperature sensor. Can you just remind us the timing of when you recognize reference from these opportunities? What is the revenue potential versus your existing RCD chips? And what do you expect the attached rate with the RCD products and how you expect that over time?
spk05: Yes, Sidney. So as we say with sampling customers as we speak, these... two companionships are added to the DDR5 memory modules. So the ramp of those companionships are also going to depend on the DDR4, DDR5 position. What I mean by this is that the SAM only starts when DDR5 starts in the market. We are not expecting any meaningful revenue this year. This will ramp next year. And there are several suppliers for this type of products. So we don't expect either a, you know, a one-to-one attach rate to the RCD, but the RCD remains, you know, the main component on these memory modules for GDR5. We believe the companionship, you know, could add some SAM to the, you know, to the buffer chip. You know, when we look at the market size for, companionships, you know, in 2024, when, you know, DR5 is going to be out there, you know, that adds a sum of about, you know, above $400 million in total to the SAM. And, you know, we're going to compete for a share of that SAM.
spk01: Okay. That's fair. Mind if I ask one more question?
spk05: Absolutely. Yeah. Please go.
spk01: Yeah. Just on the heart and acquisition, what does it bring to the table that you don't already have? and how does that change the timeline for your own CXL chip? Thanks.
spk05: Thanks, Sidney. So the hardened acquisition brings a couple of advantages to our CXL program. The first one is that they are very knowledgeable in some specific technologies like ECC and these kind of things. And secondly, and probably more importantly for us, They have a long experience as a complex SOC design. Rambus is known for buffer chips. Buffer chips are small chips with signal integrity being the most important aspect of those. CXL chips are going to be much larger chips, SOC chips. And this is something that we didn't have in-house. So we're bringing a team that had many, many years of experience building large SOCs together as a team. and that's going to help us in the backend design of our CXL chips.
spk00: Thank you.
spk05: Thank you, Sydney.
spk00: Thank you for your question. The next question is from the line of Kevin Cassidy with Rosenblatt Securities. Your line is now open.
spk02: Hi, this is McClain Culver on for Kevin Cassidy. Thank you for taking my question, and congratulations, Des, on your appointment. I know you touched on it in the remarks, but have you experienced any slowdown in licensing activity, and is that activity more weighted to memory interface, CXL, or security? Thanks.
spk05: I'll start and let Dev comment. The Silicon IP business can be lumpy in nature because we're going after a lot of customers and a lot of designs, but as Dev said, we are on track to deliver, you know, $120 to $130 million, you know, from that business. And if we look back to last year, that's about $20 to $30 million more. So the trajectory is the trajectory of growth, but we do see some, I would say, variation from quarter to quarter, depending on the timing of the designs that we win. We're winning designs across the board between interface IP and security. In the security IP space, We address market beyond data centers and AI. This is with the security IP that we have our first wins with automotive government types of applications.
spk03: And just to add, Luke, you know, we've been very happy with the momentum and traction in our silicon IP business. We did reconfirm the 120 to 130 million range for silicon IP in the prepared remarks. It's really great to see this business growing and approaching scale. And as you mentioned, this comes from the combination of interface IP and the security offerings that we have.
spk07: Great, thank you.
spk00: Thank you for your question. There are currently no further questions registered. So as a reminder, it is star one on your telephone keypad.
spk05: Okay, so if there's no more questions, thank you. I'd like to thank you to everyone who has joined the call today for your continued interest and time, and we look forward to speaking with you again soon. Have a great day. Thank you.
spk00: That concludes the conference call. Thank you for your participation. You may now disconnect your line.
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