Welcome to the Rambus First Quarter and Fiscal Year 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. At the conclusion of our prepared remarks, we will conduct question and answer session. If you would like to ask a question, you may press star one on your touch tone pad at any time. If anyone should require assistance during the conference, please press star zero on your touch tone pad at any time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Desmond Lynch, Vice President of Finance and Investor Relations. You may begin your conference.
Thank you, operator, and welcome to the Rambus First Quarter 2022 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 8-K. 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 628-5426 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.
Even if you are 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 5:00 P.M. 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 second 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, among 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 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 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 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 license billings to give our investors better insight into our operational performance. The order of the call today will be as follows. Luc Seraphin will start with an overview of the business. Keith 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. The company had a strong start to the year, with Q1 revenue exceeding guidance at $99 million and earnings at the high end of expectations. We generated solid cash from operations at $42.6 million and continue to grow the business profitably. We expect the company's growth trajectory to continue into Q2, with strong demand in the data center driving our results, even as the industry continues to be supply constrained. Rambus has a balanced and diverse portfolio across chips, silicon IP, and patent licensing that are all contributing at scale, and we are investing strategically in new and exciting programs to accelerate our growth. As we continue to execute on our strategy, we are confident in the long-term trajectory of the company and chose to strengthen our balance sheet by retiring a significant portion of our debt.
Turning to memory interface chips, we continue to perform well, even in a very challenging industry-wide supply chain environment. We delivered another quarter of record product revenue at $48 million and expect to continue to grow. The team continues to work very closely and proactively with our supply chain partners to help minimize the impact to our customers as demand continues to outstrip supply. We are a leader in DDR5 memory interface chips, and the transition to DDR5 provides us great opportunity for growth and SAM expansion. Our DDR5 RCD is in volume production with a growing qualification footprint, but DDR5 is still in the early stages of its product life cycle. As our customers continue to build in earnest ahead of next generation server volume shipments later this year, 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 late in 2023, while strong overall data center demand drives top line growth. Let's turn now to silicon IP, where we had a solid performance. We are leading in our chosen focus areas, including HBM, CXL, PCI Express and security IP. Our biggest markets continue to be data center and AI, and over the course of the quarter, we augmented our silicon IP portfolio with certified solutions to expand our footprint in automotive and government. Moving to ESG, we published our first comprehensive report for Rambus outlining our strategy and commitments to responsible operations and sustainable development. This report is a great next step to codify and advance our programs around supplier sustainability, product stewardship and environmental responsibility.
In closing, this was another very strong quarter for the company and a great start to the year as we continue to execute on our long-term strategy and deliver on our commitments. We exceeded our targets for revenue. Earnings were at the high end of guidance, and we expect our growth trajectory to continue in Q2. While supply remains tight, strong data center demand is driving results with record revenues in memory interface chips and sustained momentum in silicon IP. We have a solid foundation from licensing and multiple revenue streams and remain at the forefront of next generation data center architectures. This unique combination positions us well for continued growth in 2022 and beyond. With that, I'll turn the call over to Keith to discuss the quarterly financial results. Keith?
Thanks, Luc. I'd like to begin with a summary of our financial results for the first quarter on slide five. Once again, we delivered a solid quarter and we are very pleased with the ongoing execution of our growth initiatives. We delivered financial results above guidance for revenue and at the high end of our earnings expectations. As a company, we are focused on strategic execution, which we believe will drive further shareholder value. With this goal in mind, we elected to retire our convertible notes early in light of future increases in the value of the notes. Doing so, we elected to utilize our on-hand cash and investments to pay down such amounts as we did not elect to refinance the notes. Our decision to do so speaks to our strong belief in our continued ability to generate strong cash flows and profitably grow the company.
Let me walk you through our non-GAAP income statement on slide six. Revenue for the first quarter was $99 million, exceeding our expectations. Royalty revenue was $30.4 million, while licensing billings was $64.1 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 $48 million, consisting primarily of our memory interface chip business. As Luc mentioned, memory interface chip revenue was a record for the company despite supply chain challenges seen in our industry, and we are delighted to see such strong demand from our customers. Contract and other revenue was $20.6 million, consisting primarily of the silicon IP business.
Total operating costs, including cost of goods sold for the quarter, came in at $74.9 million. Operating expenses of $56 million were slightly above expectations as a result of incremental payroll taxes associated with employee stock vestings and other payroll expenses. We ended the quarter with total headcount of 715 employees, an increase of 25 employees from the prior quarter. Under ASC 606, we recorded $1.8 million of interest income related to the financing component of fixed fee licensing arrangements for which we have recognized revenue but not yet received payment. We incurred $500,000 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 quarter of $900 ,000. Excluding the financing interest income related to ASC 606, this would have been around $300 ,000 of interest and other expense. Using an assumed flat tax rate of 24% for non-GAAP pre-tax income, non-GAAP net income for the quarter was $19.6 million. With disciplined execution and focus, we again delivered earnings that were above expectations. Now let me turn to the balance sheet details on slide seven. We ended the quarter with cash equivalents, and marketable securities totaling $343.7 million. A decrease from the prior quarter, primarily as a result of payments made to repurchase a large portion of our convertible notes.
This decrease was partially offset by generating $42.6 million in cash flows from operations during the quarter. During Q1, as I mentioned earlier, we entered into privately negotiated transactions to purchase a significant portion of our convertible notes, which are due to mature in February 2023. At the end of Q1, we had paid a net amount of $157.2 million in cash to repurchase $107.9 million of the principal amount of the notes and settle the underlying hedge agreements. In Q2, we completed the scheduled repurchases as we paid $24.7 million in cash to repurchase $15.3 million of the principal amount of such notes.
At the completion of the repurchase process, we retired 71.4% of the original debt, with $49.4 million of the convertible notes remaining. At the end of Q1, we had contract assets worth $225.1 million, which reflects the net present value of unbilled accounts receivable related to the 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 our existing licensing agreements, as at each renewal opportunity, we restructure our patent agreements in a manner that allows us to recognize revenue each quarter. First quarter CapEx was $4.9 million, while depreciation expense was $6 million.
We delivered $37.7 million of free cash flow in the quarter. Looking forward, we expect CapEx for the second quarter to be roughly $7 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've 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 have historically reported as royalty revenue under ASC 605. Now let me turn to our guidance for the second quarter on slide eight.
Under ASC 606, we expect revenue in the second quarter between $115 million and $121 million. We expect royalty revenue between $42 million and $48 million and licensing billings between $61 million and $67 million. Due to the timing of revenue recognition on certain patent licensing agreements, there is a one-time benefit to ASC 606 revenue reflected in our guidance. We expect Q2 non-GAAP total operating costs, which includes cost of goods sold, to be between $75 million and $79 million. Under ASC 606, non-GAAP operating results for the second quarter is expected to retain a profit of $27 million and $35 million.
For non-GAAP interest and other income and expense, which excludes interest and income related to ASC 606, we expect approximately $500,000 of expense, which includes approximately $100,000 of interest expense related to the convertible notes due in 2023. We expect pro forma tax rate to remain consistent at roughly 24%. The 24% is higher than the statutory tax rate of 21%, primarily due to higher taxes in foreign jurisdictions. As a reminder, we pay roughly $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 Q2. We expect Q2 share count to be roughly 114 million basic and diluted shares outstanding.
Overall, we anticipate a non-GAAP earnings per share range between $0.24 and $0.30 for the quarter. Let me finish with a summary on slide nine. Our financial results show continued investment in our long-term growth strategies. I am very pleased with our results for the quarter and the trajectory that we are setting for long-term growth. We continue to execute on our strategic objectives, both operationally and financially. Our product portfolio leaves us well positioned to capture growing opportunities in the data center and cloud markets. We are consistently improving our profitability, investing in growth opportunities, and delivering value to our shareholders. Before I open the call up to Q&A, I would like to thank our employees for their continued teamwork, execution, and resilience during these uncertain times. Everyone, please stay safe and take care of yourself and your families.
With that, I'll turn the call back to our operator to begin Q&A. Can we have our first question?
Thank you. Ladies and gentlemen, if you have a question, please press star one on your touchtone telephone. Your first question comes from the line of Sidney Ho with Deutsche Bank. Your line's open.
Hi, guys. Thanks for taking my question and congrats on good quarter and guide. First question I have is more clarification. If I look at the Q1 numbers, the strength came from contract and other. Now, obviously, big impact at gross margin, this north of 90%. What drove the upside? Is it just that more of the licensing billing is included in contract and other this year?
Hi, Sidney. Great question. This quarter, we really saw a continued strength from our silicon IP business. That trajectory of that business we had talked about before, including the acquisitions, we had exited the year in Q4 with a $100 million run rate. Now, what we're seeing with those business performing and scaling, that run rate is a lot closer to $120 million-$130 million per year. We're very pleased with the growth rate of that silicon IP business. But also as you note, we had good growth from our product business. We see a $2 million increase in that as well. Those are the two biggest drivers for our growth year-over-year.
We're also happy to say that our patent business remains, you know, relatively stable. It's been very consistent for us.
Great. That's helpful. Maybe a follow-up to that product revenue, obviously very strong first quarter and second quarter guidance is good. Luc, I know you just mentioned that the product revenue could be lumpy. Can you give us an update on your forecast for the product revenue for the full year? If I just kinda flatline second quarter for the remainder of the year, I get somewhere close to 40% growth in 2022. Is that the right way to think about it?
Hey, thanks, Sidney. Just as a reminder, you know, if we take the midpoint of guidance for the current quarter, Q2 is gonna be about 9% higher than Q1. If you compare this to last year, you know, we are about 69% growth, you know, over the same quarter last year. We are continuing to grow, you know, our business in the buffer chip. I think we've done that in a very challenging, you know, supply environment and also during the DDR4, DDR5 product transition. I think we need to be prudent, you know, for the second half of the year.
You know, if you look first half of last year compared to the, you know, the first half of this year, taking the midpoint for Q2, we're still above 60% growth. I think what's happening is that, you know, the ecosystem started to buy DDR5 chips early. That's why we had a very strong, you know, fourth quarter as well last year. But it's gonna be lumpy for the rest of the year because of the, you know, transition from DDR4 to DDR5 in the ecosystem and the ecosystem partners having to absorb, you know, that transition, but also because of the supply constraints. You know, I would be prudent for the second half of the year. We don't have visibility, you know, on our supply beyond the second quarter.
That situation has not changed. The supply situation has not improved. There will be lumpiness in the transition from DDR4 to DDR5. We can give you guidance for the second quarter. I think we should just be prudent for the second half. This being said, if you look across quarters, we're growing much faster than the market in the first half of this year compared to first half of last year, and there is momentum for the launch of DDR5. We're just gonna have a few lumpy quarters ahead of us.
Great. Maybe I can squeeze one more in. Go ahead, Jones.
Mm-hmm.
Yeah.
I think I can squeeze one more in.
Okay. Go ahead.
No, I would just add, you know, to Luc's point, you know, we're absolutely thrilled with what we're seeing in terms of demand. It has been a really compelling story as Luc kind of articulated in terms of the growth rates that we're seeing, in particular on a year-over-year basis and the outgrowing the market. Your outlook, what you noted, in terms of the back half of the year, you know, that's more of an indication of what we're really seeing from a supply perspective. The amounts that you're talking about are relatively consistent with what we see from a supply case scenario. The demand is much greater than that, but once again, we have to manage our business within our supply constraints.
Great. That's helpful. Maybe one more for me. There has been a lot of concerns on the macro environment, not talking about supply side, but more, on the demand side, whether it's inflation, whether it's geopolitical, that eventually will hurt consumer spending and enterprise spending. On top of that, there seems to be elevated inventory in the supply chain. Curious how you guys handicap this kind of environment in your forecast and more importantly, your operations, and which part of the business do you think is most at risk to this kind of environment? Thanks.
That's a great question. You know, our business is mostly directed to the data center. You know, that data center business is not as much affected by inflation as, I would say, consumer markets. We do see a continued demand for having access to more data faster and great activities in terms of new architectures in the data center. You know, although we're prudent with the economic environment, we do continue to see very high demand, as Keith said, you know, in the data center space. We're not really affected by what's happening on the consumer space, just given the portfolio that we have. The other thing that is working in favor of Rambus is that we have a balanced portfolio of offering.
Above and beyond our product offering that goes into the data center, we have the patent licensing business, which remain, you know, stable year-over-year as a strong generator of cash. We also have a very solid silicon IP business that builds products that will be in the market in a few years from now. This balanced portfolio makes us pretty strong against, you know, the economic environment.
Thank you.
Thank you.
Your next question comes from the line of Gary Mobley with Wells Fargo. Your line's open.
Hey, guys. Thanks for taking my question, and congrats to a strong start to the year. Wanted to ask a few questions about DDR5. I know Intel said recently that their Sapphire Rapids platform is ramping with select customers currently with a more meaningful ramp in the second half of the year. AMD's Genoa is, I guess, set to ramp later this year. You know, should we think about the DDR5 shipments you are shipping into the channel today? Is that just priming the channel for these eventual launches? Therefore, you know, when and if we do see these two different platforms ramp from AMD and Intel, you know, maybe there's not so much of a step up in your DDR5 related revenue.
Hey, Gary. Thanks. You're right. I think, you know, the market first is transitioning from DDR4 to DDR5. You know, in the long run, that's a good thing for us. Our footprint continues to be much stronger in DDR5 than it is in DDR4. We introduced our first generation of DDR5 a few quarters ago. We are introducing our second generation of DDR5. We believe in the momentum in that market. With the announcements of AMD and Intel, you know, we will see demand increase, but we will see some lumpiness quarter-over-quarter. You know, if we integrate over a year basis, two-year basis, you know, the growth is there and our share is going to continue to grow. We might see some lumpiness from quarter to quarter.
That's all what we're seeing now.
Okay. You mentioned Gen 2 of your DDR5 solution. Is that the generation that includes, you know, the companion chips, the sensor timing and the related power management? You know, specifically, when would you expect to launch that? I also noticed that the gross margin on the product line was down a bit. Was that more a function of the high DDR4 mix in the quarter? Thank you.
A couple of questions. The first one regarding the companion chips. The companion chips are independent from the generations of DDR5. We always put the emphasis on the RCD chip itself, the buffer chip itself, because this is where most of the value is. When I mention generation one or generation two, I mean that we are introducing our generation two of buffer chip to our customers. The companion chips, you know, are gonna be used both for generation one and generation two. For the companion chips, as we said last quarter, we are on track with our programs.
We should make some announcements in the second half, and we should start, you know, sampling and ramping, you know, those products to our customers in, you know, in the second half of the year with full production next year. Nothing has changed there, but they will support both generation one and generation two of buffer chips. With respect to margin, as we said last quarter, we had an exceptional, good, quarter with respect to product gross margins in Q4 of last year, because this was the initial purchase of DDR5. The mix of products that we had between DDR5 and DDR4 was very favorable, for DDR5. Going into Q1, you know, the mix has changed, between DDR4 and DDR5. But it's still within the range of what we previously communicated.
You know, we continue to maintain, you know, our gross margins outlook, you know, for the total year. We will see some lumpiness from quarter to quarter, as I said earlier.
Thanks, Luc.
Yeah.
All right. One second.
Hey, Gary.
Once again, ladies and gentlemen, if you have a question, please press star one on your touch tone telephones. Your next question comes from the line of Kevin Cassidy with Rosenblatt. Your line's open.
Thank you, and congratulations on the great results. Just to understand your Gen 1 to Gen 2 for the RCD, are you gonna run those products in parallel? Are they or does Gen 2 replace Gen 1 ?
Hi, Kevin, a great question. What we will see in the DDR5 generation of products is exactly what we saw in the DDR4 generation of products. Every new generation of processor in that generation will offer higher speeds on the memory bus. Every time a higher speed is offered on the memory bus, you do have to have, you know, a higher speed buffer chip. That's what we mean by second generation. They will not cannibalize themselves. It's just that we're gonna have a sequence of generations of DDR5 buffer chips within the DDR5, you know, generation of memory. This is what happened, you know, in previous generations of DDR technology, DDR3 and DDR4.
Okay, great. Also in your prepared remarks, you mentioned expanding into the automotive and government businesses. Can you explain that a little further?
Yes, absolutely. We're making very good progress with our security technology as part of our IP programs. The demand for embedded security in the automotive market and the government markets is just increasing. What this group is doing is that they pre-certify you know our offering for these specific markets. As much as you know a year ago the vast majority of our business was with the you know data center type of applications, we're starting to see inroads into 5G IoT, automotive and government starting mostly with the security IP.
If I understand that's more of a pulse, like the automotive companies are telling their suppliers that they want to use your embedded security?
Yes. If you look at this in the longer run, you know, there's gonna be more and more electronics in cars, as we know. There's gonna be more and more of a mini data center type of applications in the cars themselves. You wanna make sure that all the data that is being transmitted within your car electronic system is being secured. In the longer run, this is what's driving the interest of for security technologies in automotive. In government, it's just obvious that, you know, people are just requiring harder and harder security in all of their systems. These two trends in the market are favorable to our silicon IP business for security.
Okay, great. Thank you.
Thank you, Kevin.
Your next question comes from the line of Mehdi Hosseini with SIG. Your line's open.
Yes, thanks for taking my question. A couple of follow-ups. This is for Keith. What should I assume for the product cost margin for calendar 2022? I believe for last year you guided to 60%-65%, and you came in slightly above that. I'm just wondering if there's an update looking to 2022. I have a follow-up.
Hi, Mehdi. We're still anticipating that gross margin range to be 60%-65%. Luc had talked about that we see a little bit of a mix between DDR4 and DDR5. Overall, what we see is us staying within that range between 60%-65%.
Great. For Luc, I wanna better understand what's driving the silicon IP. In the past, you have highlighted opportunities in high bandwidth memory, CXL. Actually, CXL is pushed out. The security that you have highlighted. What is the biggest driver in revenue? What is the biggest incremental revenue contribution in your silicon IP business in 2022 compared to 2021?
That's a great question. First of all, we have a very focused approach to silicon IP offering. We focus on high speed memory interface, GDDR, and HBM. Then we focus on high speed SerDes or high speed serial interfaces, PCIe and CXL. On the security side, we focus on Root of Trust. This is a very, very focused strategy, and we're having traction with all of that. I would say that the emergence of new connectivity requirements in the data center is driving growth for our CXL and PCIe offering in the silicon IP business. People are buying from us either files or controllers that go into chips that feature CXL or PCIe interfaces.
The acquisition of AnalogX and PLDA last year are contributing quite a lot to that growth in demand. We see a lot of growth there. We see a lot of growth in GDDR high speed interfaces. On the security side, we continue to see growth in our traditional markets. As I said earlier, there are emerging markets that are really interested in security, automotive and government in particular. It's really across the board. I would say that the vast majority of our growth in 2022 is driven by PCIe and CXL designs.
If I may just follow up to that. I'm under the impression that the real CXL is more of a next year CXL 2.0. When you talk about opportunities in 2022 related to PCIe 4.0 or CXL, are these more R&D related? Once 2.0 comes out, CXL 2.0, those R&D projects will scale into production. Is that the right way of thinking about it?
Yeah. The right way to think about it is this. As Rambus, we have our own CXL product initiative. We are in full speed development of our CXL chips, and they will hit the market, you know, sampling next year and being in production in 2024. We are also selling building blocks, silicon IP, to people who build their own chips that feature CXL or PCIe. That's a silicon IP sale, so we do sell the IP today. It's an IP sale, a license that we sell today that creates revenue and revenue growth, as an IP sales today for our customer products that will hit the market in 2022, 2023 and 2024. There's this kind of phasing approach to CXL.
We can sell the silicon IP today to people who develop CXL and PCIe capable chips, but we're also developing our own chips that will hit the market in the same time frame.
Great. Thank you.
Thank you, Mehdi.
At this time, there are no further questions. This concludes the question and answer session. I would now like to turn the conference back to Luc Seraphin.
Thank you everyone who has joined us today, for your continued interest and time in Rambus. We look forward to speaking with you again soon and have a great day.
Thank you. This now concludes the base.