Thank you, operator, and welcome to the Rambus fourth quarter and full-year 2023 results conference call. I am Desmond Lynch, Chief Financial Officer at Rambus; and on the call with me today is Luc Seraphin, our CEO.

The press release for the results that we will be discussing today has been filed with the SEC on Form 8-K. A replay of this call will be available for the next week at 866-813-9403.

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.

A replay of this call can be accessed on our Web site beginning today at 5:00 p.m. Pacific Time.

Our discussions today will contain forward-looking statements, including our expectations regarding projected financial results, financial prospects, market growth, demand for our solutions, the company's ability to effectively manage supply chain shortages and other market challenges, and the effects of ASC 606 on reported revenue amongst other items. These statements are subject to risks and uncertainties that may be discussed during this call and are more fully described in the documents we file with the SEC, including our 8-Ks, 10-Qs and 10-Ks.

These forward-looking statements may differ materially from our actual results, 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 Web site 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 run the cumulative effect of the adoption through retained earnings as a beginning balance sheet adjustment.

Any comparison between our 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 insight into our operational performance.

The order of our call today will be as follows, Luc 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 Luc to provide an overview of the quarter. Luc?

Thank you, Des, and good afternoon everyone. We finished the year strong with Q4 revenue and earnings at the high end of guidance, and a robust $55 million in cash from operations.

Through outstanding execution on our strategy, we delivered full-year results that outpaced the overall semiconductor market in a very dynamic environment. Let me first take moment to review our 2023 accomplishments.

2023 was the year of artificial intelligence, with generative AI bursting on to the scene and emerging as a strong catalyst for long-term secular growth. The increasing need for memory performance and capacity across the computing landscape driven by the accelerating demand for data-intensive workloads is a very positive trend for Rambus, and one we expect to continue for many years to come.

Over the course of the year, we realized a number of important milestones and achievements. The company further bolstered its long-term licensing foundation with the extension of the agreement with SK hynix.

We've strengthened our balance sheet and returned value to our stockholders through share repurchase and debt repayments. We enhanced our focus on differentiated chips and digital IP for the datacenter with the strategic sale of the PHY business.

And finally, as a testament to our success, Rambus was honored with GSA's Most Respected Emerging Semiconductor Company Award in our revenue category. Turning now to our businesses, silicon IP continued to operate at scale, offering comprehensive security and interface IP solutions for multiple market segments.

With our strengthened focus on differentiated digital solutions, we brought to market leading-edge HBM, GDDR, PCIe, and CXL controller IP, as well as state-of-the-art embedded security solutions including Post-Quantum Security, all of which are essential building blocks for future AI-centric datacenter architectures. In memory interface chips, we continue to execute well and gained share in a challenging environment.

As the ecosystem redirected CapEx to AI servers, the market for traditional servers declined low double digits last year. And while DDR4 inventory digestion remained a headwind, we saw an acceleration of DDR5 adoption which allowed us to maintain our revenue trajectory and to continue to gain share.

In Q4, we delivered solid results with quarterly product revenue of $54 million. We were very pleased with our execution on DDR5 which was our predominant unit shipment for Q4, and for the year.

We remain strategically focused on delivering DDR5 leadership products and announced the industry's first Gen4 DDR5 RCD, in December, to enable server DIMM operations at 7,200 MT/s. Again, I am very pleased with the progress the team continued to make in 2023, while successfully navigating the market dynamics.

As we turn to 2024, while we expect the softness in the traditional server market to persist into the first-half of this year and DDR4 inventories to continue to recover slower than anticipated, we remain very positive on the longer-term outlook. We continue to work closely with our customers to reestablish DDR4 order and shipment patterns.

And DDR5 continues to show solid momentum. We have multiple generations of our DDR5 solutions simultaneously progressing through different states of the qualification and production life cycles to support the accelerated pace of computing platform rollouts.

As I mentioned previously, we were the first to introduce the Gen4 RCD chip to the market, which is a great demonstration of our ongoing commitment to product leadership. We remain very well positioned and focused on execution as we actively work with customers and partners on the ongoing growth of DDR5.

Additionally, we are very pleased with our progress on development of our power management solutions with our first PMIC sampling to customers and receiving positive feedback. We look forward to expanding our DDR5 chip portfolio later this year, and to providing a complete memory interface companion chipset for the coming server module generations.

As we look to 2024 and beyond, the importance of AI and all the compute-intensive workloads will further accelerate the demands on computing and memory infrastructure. Continued advancement in DRAM capacity and bandwidth as well as novel memory architectures, such as serial-attached memory and multi-rank solutions, will be critical enablers to improve compute efficiency and performance across cloud, enterprise, and client systems.

Through disciplined investment and close collaboration with the ecosystem, we have built a strong product roadmap than unlocks new levels of system performance and expands our industry leadership and market opportunity. In closing, Q4 was a strong quarter for the company that capped off a year of great execution and agility.

While we navigate dynamic market conditions in the near-term, our strategic focus on high performance products for the data center and AI positions us well to drive the long-term profitable growth of the company and the consistent return of value to our stockholders. This is a very exciting time for the industry and for Rambus.

And as always, I'd like to thank our customers, partners and employees for their ongoing support. And with that, I'll turn the call over to Des to discuss the quarterly financial results.

Des?

Thank you, Luc. I'd like to begin with a summary of our financial results for the fourth quarter and for the full-year 2023 on slide five.

Once again, we delivered a strong quarter with both revenue and earnings above our expectations. We had strong financial results in 2023, driven by our continued execution in a challenging macroeconomic environment as we continue to execute on our long-term strategy.

Our robust balance sheet coupled with our continued ability to generate strong cash flows puts us in a strong position to continue to drive shareholder value. Let me walk you through our non-GAAP income statement on slide six.

Revenue for the fourth quarter was $122.2 million above our expectations driven by higher royalty revenue in the quarter. Royalty revenue was $52.4 million with licensing billings was $66.2 million.

The difference between licensing billings and royalty revenue mainly relates to timing as we do not always recognize revenue in the same quarter as we bill our customers. We are pleased to see the narrowing of the gap between royalty revenue and licensing billings as the Samsung patent licensing renewal, which was signed in 2022, was recognized as a variable contract under ASC 606 in the quarter and will be for the duration of the 10 year agreements.

Product revenue was $53.7 million consisting primarily of memory interface chips. Contract and other revenue was $16.1 million consisting predominantly 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 in licensing billings. Total operating costs, including cost of goods sold for the quarter were $71.9 million.

Operating expenses of $51 million were in line with our expectations as we continue to be disciplined in our expense management. And we ended the quarter with a total headcount of 623.

GAAP interest and other income for the fourth quarter was $27.8 million. This included both a $23.9 million gain from the sale of a non-marketable equity security and $200,000 of ASC 606 interest income related to the financing component of fixed fee licensing agreements for which we have recognized revenue but not yet received payment.

Excluding both the gain from the non-marketable equity security and the financing interest income related to ASC 606, this would have been $3.6 million of net interest income. Using an assumed flat tax rate of 24% for non-GAAP pretax income, non-GAAP net income for the quarter was $41.2 million.

Now let me turn to the balance sheet details on slide seven. We ended the quarter with cash, cash equivalents and marketable securities totaling $425.8 million.

This is up from Q3 primarily through continued strong cash from operations of $54.8 million. At the end of Q4, we had contract assets worth $55.3 million which reflects the net present value of unbilled accounts receivables related to licensing agreements 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. Fourth quarter CapEx was $5.7 million, though depreciation expense was $6.1 million.

We delivered $49.2 million of free cashflow in the quarter. Now let me turn to our guidance for the first quarter on slide eight.

As a reminder, the forward-looking guidance reflects our current best estimates at this time. We continue to actively monitor the macro environment and our actual results could differ materially from what I'm about to review.

In addition to the financial outlook under ASC 606, we also provide 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.

Under ASC 606, we expect revenue in the first quarter to be between $113 million and $119 million. We expect royalty revenue to be between $43 million and $49 million and licensing billings between $59 million and $65 million.

We are pleased with our continued execution and progression on our memory interface chip business. As Luc mentioned earlier, the short-term market transition to DDR5 continues to be dynamic.

We remain excited about our long-term outlook as we have made the right investments. We expect Q1 non-GAAP total operating costs, which include COGS, to be between $75 million and $71 million.

We expect Q1 CapEx to be approximately $8 million. Under ASC 606, non-GAAP operating results for the first quarter is expected to be between a profit of $38 million and $48 million.

For non-GAAP interest and other income and expense, which excludes interest income related to ASC 606 we expect $3 million of interest income. We expect the pro forma tax rate to be approximately 22%, which is down from 24% in 2023 due to increased profitability of our product business versus fixed patents.

The 22% 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 $9 million and $11 million in Q1. We expect Q1 share count to be 110 million diluted shares outstanding.

Overall, we anticipate our non-GAAP earnings per share range between $0.29 and $0.36 for the quarter Let me finish with a summary on slide nine. I am pleased with our strong 2023 results and the team's ongoing execution in this challenging and unpredictable macroeconomic environment.

We have a diversified portfolio, and we are pleased with our progress in all of our businesses as we continue to execute against our strategic initiatives. Our patent licensing business continues to provide consistent and predictable results.

In 2023, we are pleased to have extended SK Hynix licensing agreement for a 10-year extension, which follows on from the Samsung extension in 2022 for a similar period. These extensions demonstrate the continued strength and relevance of our patent portfolio and innovation engine.

In our silicon IP business, we have sustained momentum as the business continues to operate at scale with revenue of approximately $110 million after adjusting for the PHY divestiture. Our portfolio is well positioned to capitalize on the growing opportunities in the data center market fueled by AI.

Our memory interface chip business continues to gain market share as we delivered revenues in 2023 that were relatively flat with 2022 in a market that declined across the year. We continue to focus on execution and leadership, and we are well-positioned for long-term growth in this business.

Overall, we are pleased with our success as we continue to drive profitable growth, strong cash generation, and a robust balance sheet which will continue to drive shareholder value. 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 will turn the call back to our operator to begin Q&A. Could we have our first question?

Good afternoon, guys. Thanks for taking my question.

Wanted to start with a multipart question that I think is on the minds of more investors. And that relates to the product revenue.

It appears as though you're guiding DDR5 revenue to be down sequentially in the first quarter. And it seems a bit counterintuitive given a lot of the data points we've seen with respect to the uptake of DDR5.

And so, may be if you can help us appreciate the headwinds that may be muting the DDR5 revenue or DDR4? And do you still anticipate roughly 40% to 50% market share in the Register Clock Driver specific to DDR5?

Hey, Gary, thanks. Luc here.

As we indicated in our prepared remarks, as the ecosystem redirected CapEx to AI servers in 2023, the market for traditional servers declined low-double digits last year. But with flat revenue, as Des said, year-over-year, we continue to gain share.

And we estimate our share today to be above 30% on a blended basis. But also we do see continued softness in traditional servers to continue in the first-half.

Like others in the industry, we expect the market to pick up in the second-half with the server refresh cycles coming online. And we expect the market overall to grow mid single-digit in 2024.

And we expect to continue to gain share. I think in the second-half market pickup we will also have the benefits of introducing our companion chips on a broader basis.

Now, let me shed some light on the DDR4-DDR5 transition that you mentioned in this environment. We are in the middle of a major market transition with multiple product generations ramping at the same time.

And as our customers position themselves for each one of those generation, they expect their suppliers to hold more strategic inventory as expected to shift at the last time. So, we see a lot of lumpiness although we have confidence that our share in DDR5 continues to grow.

We see at the same time a prolonged DDR4 inventory digestion. But overall, this transition is beneficial to us.

Our blended share in 2023 is estimated at 30%-plus. But we estimate our DDR5 share to be above 35%, actually approaching 40%.

It's just lumpy because every customer is launching three generations at the same time. And sometimes, from quarter to quarter, we see some fluctuation.

But the momentum for us is clear. Our DDR5 blended share is approaching 40%.

Our overall blended share last year was about 30%. So, we feel very confident with the continued momentum on DDR5.

We just see every customer position themselves in each one of those generations that creates those fluctuations from quarter to quarter.

Appreciate the color there, Luc. As follow-up question to that, if we have a couple of impending processor generation with Emerald Rapids and Bergamo from AMD, which I believe ushers in the Gen2 of DDR5.

And correct me if I'm wrong, that's the intercept point for you to be into ship your companion chip products. So, maybe if you can just speak to the timing of when you start to see more material companion chip revenue, and the benefit from that?

Thank you.

Thanks, Gary. So, first of all, we are pleased with the momentum that DDR5 is taking in the market.

I think it's public that Sapphire Rapids has shipped in millions of units so far. AMD Genoa is also in the market in high volume, so that creates demand for the Gen1 products.

We are well-positioned with our Gen2 product, going into the next generation of our partners, Emerald Rapids and Bergamo, as you said. And we also are in qualification for Gen3, which will hit the next generation of products with our customers.

And each one of them, we believe we maintain our share. And again, on a blended basis, we believe our share in DDR5 is higher than what it used to be in DDR4, again approaching 40%.

We just have these different generations ramping at different times with different customers as they position their own products with their own customers. But we've seen traction with all of them.

On the companion chip side, we have sampled our PMIC to all of our customers and have received very positive feedback on the PMIC, so that ramps up our offering on the companion chip. And we believe that we're going to see the benefit of all of this in the second-half of this year.

Thank you.

Thanks, Gary.

Yes, thanks for taking my question. A couple of follow-ups here, first, on the inventory, it's creeping up by a few million in the quarter.

And I'm just wondering how should I think about the DDR5 RCD inventory that is already in your Q4 inventory, and how much more you have to build as you think about the second-half and a ramp up of next-gen products?

Hi, Mehdi. It's Des here.

We have seen that our inventory levels have increased, and this is something we've comfortable of doing. If you went back to last year, we were probably running too lean on the inventory side.

And as Luc mentioned, that we have multiple generations of DDR5 ramping at the same time. So, as a company, we are very happy to hold this strategic inventory on our balance sheet, which enables us to be responsive to the customers' needs and requirements, especially given the three generations of DDR5.

But we're certainly very well-positioned in DDR5, as Luc mentioned. We continue to grow our share.

And what we're doing is stitching some of that inventory on our balance sheet so we can be responsive to customers' needs going forward.

Great, thank you. And my follow-up --

Yes, thanks, Des. And if I may add maybe, what's happening with our inventory is the mix of our inventory is changing.

We see a slow burn of our DDR4 inventory, because we see a slow burn of DDR4 in general. And our inventory is more increasing in strategic inventories for three generations of DDR5 that have to go to market.

And it's really, really important when our customers are ramping these three generations of products. And when they ask products from us, we're ready to ship them immediately.

So, we do see a decline of our DDR4 inventory, but we see a strategic increase on the DDR5 inventory in the three generations to make sure we capture the share that we need to capture as the market ramps DDR5.

Great. And thanks for additional color.

And then, Luc, actually my second question is, maybe you can help me here, as I look into the CPU roadmap which is more relevant to your buffer chip not so much of a DDR5 bit, I see a standardization around a 12-memory channel per CPU. So, the market is no longer going to be bifurcated between an eight and a 12.

It seems to me that everyone is -- most of the CPUs coming out late this year, early to next year, are going to have 12-channel per CPU and then two DIMM per channel. So, effectively, you would have 24 DIMM per CPU.

And again, this will remove the bifurcation of the past few years. Is that the right way of thinking about how your business model is going to scale, especially with your core RCD buffer chip?

Yes, you are correct. I think the first thing I would say is that our customers and our customers' customers are asking for more bandwidth and more capacity.

And there are different ways of doing this. Just increasing the DRAM capacity itself, increasing the DIMM capacity, or increasing the number of DIMMs per channel or increasing the number of channels; there are all of these ways of increasing, bandwidth and capacity.

You're correct to see that or to say that our customers are converging on 12 channels per processor, with the capability of having two DIMMs per channel, and that's how we model our potential growth in the long run. I think there are physical limitations to go beyond 12 channels on each one of the processors.

There are also physical constraints with adding more than two DIMMs per channel. So, I think the industry on the current architecture is going to converge to these 12 channels and two DIMMs per channel.

Thank you.

Thanks Mehdi.

Yes, thanks for taking my question. Maybe just to expand on what you just talked about.

The DDR5 devices, the DRAM themselves are increasing in density, so the modules will have higher density. Do you see that as a headwind at all, or will they still populate as much as they possibly can?

You know higher density on DRAM is a good thing for the industry in general. Of course, if you have a higher density DRAM and higher density DIMMs for a fixed amount of memory you would use fewer DIMMs.

But as I said, the demand for capacity is trumping all of this. So, we're using all vectors to add to that request for more capacity.

So, although at a first look, it could look as a headwind, we actually see this as a good thing. Everyone is trying to add capacity to the systems because this is what's limiting the system capabilities today.

It's the lack of capacity.

Great, thanks. And just as a follow-up, do you see new markets opening up for your RCDs, you'll say high end gaming or even what's been popular discussion is the AI enabled PC?

So, when it comes to AI servers, as we indicated in earlier calls, all AI servers also contain traditional servers for basic functions like storage, caching, data grooming. So, all of these are going to drive demand for standard servers within an AI box and typically those, standard servers are high capacity, high bandwidth servers.

So, this is typically those servers that will use the latest memory, the highest density memory and the highest number of DIMMs per bus. So, that's going to be a driver for LCD chips going forward.

Okay. I guess I was asking is there in the PC just they're going to do both CPU manufacturers talked about having a AI enabled PCs.

Will they need RDIMMs?

So, what we see is on the client space when the speed on the bus exceeds above 6,000 mega transfers per second. We will need functions similar to the RCD chips on the client side that could be the case for high-end PC, gaming PC, or inference, PCs used for inference.

But we do see from a technology standpoint, that when you exceed 6.4 mega transfers per second, then you need those clock regeneration chips, which is very similar to the RCD. So, that's something we are investing in, because after this wave of AI, training applications that we see, there will be a wave of AI inference as well, and we're going to see requirements for higher performance on the client side as well.

So, that's an area we're investing in.

Great, thank you.

Thank you for taking my question. Sorry, I missed all the part of Q&A.

I'm not sure if this was addressed. Can you share qualification update on your companion chips?

I was expecting your companion chip sales would start gaining some momentum in DDR5 Gen2. So, what's your expectation on companion chip sales this year?

Or any color would be great. Thank you.

Thanks. We have started to ship in low volumes, companion chip in Q4 of last year, last part of last year.

We believe that we're going to increase our shipments into the second generation of products towards the second-half of the year. We spent a lot of time recently in building a power management team and building power management products that we have sampled our customers with and for which we have very strong feedback.

But we also expect those qualifications for the power management chip, which came a bit later, to happen in the first-half of the year, but revenue to start towards the second part of the year.

Okay, great. Thank you.

Thank you, Nam.

Thank you to everyone who has joined us today and for your continued interest and time. We look forward to speaking with you again soon.

Have a great day. Thank you.