Netlist - Earnings Call - Q4 2024

Executive Summary

• Q4 2024 revenue was $34.3M, up 2.5% year over year but down 14.7% sequentially; gross profit fell to $0.3M as consumer demand softness and resale mix compressed margins.
• Versus S&P Global consensus, revenue beat ($34.3M vs $30.0M*) while EPS missed (-$0.05 vs -$0.03*), reflecting top-line strength but continued opex/legal burden and thin product margins.
• Management does not provide formal guidance, but expects Q1 2025 revenue to be “moderately down” vs Q4, with full-year 2025 revenue growth and lower legal costs as litigation moves into the appellate phase.
• Strategic catalysts include MRDIMM and Lightning product introductions, CXL NVDIMM sampling, and ongoing IP enforcement with multiple favorable verdicts and appellate milestones expected through 2025.

What Went Well and What Went Wrong

What Went Well

• Revenue resilience and IP momentum: “Netlist delivered strong growth with revenue more than doubling to $147 million” in 2024, supported by memory market recovery and major IP verdicts ($866M cumulative) against Micron and Samsung.
• Product pipeline progress: Introduced Lightning (ultra-low latency memory) and high-capacity MRDIMMs; MRDIMM market expected to grow from ~$1B in 2025 to >$5B by 2027; CXL NVDIMM samples seeded to customers for next-gen platforms.
• Liquidity bolstered: Raised $15M via registered direct offering in Q4; ended Q4 with $34.6M cash and restricted cash; added a $10M SVB working capital line.

What Went Wrong

• Margin compression: Q4 gross profit fell to $0.3M (vs $1.2M prior year), gross profit margins remained low on resale mix despite pricing improvement earlier in the year.
• Sequential revenue decline: Q4 revenue fell to $34.3M from $40.2M in Q3 amid consumer demand softness, highlighting sensitivity to end-market fluctuations.
• Continued operating losses and legal costs: Q4 net loss of $(12.7)M with IP legal fees of $9.6M; management expects legal costs to moderate in 2025 but they remain a near-term headwind.

Transcript

Operator (participant)

Good day, and welcome to the Netlist Fourth Quarter 2024 conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on a touch-tone phone. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Mike Smargiassi. Please go ahead.

Mike Smargiassi (Founding Partner)

Thank you, Wyatt. Good day, everyone. Welcome to Netlist Fourth Quarter 2024 Conference Call. Leading today's call will be Chuck Hong, Chief Executive Officer of Netlist, and Gail Sasaki, Chief Financial Officer. As a reminder, you can access the earnings release and replay of today's call on the investor section of the Netlist website at netlist.com. Before we start the call, I would note that today's presentation of Netlist results and the answers to questions may include forward-looking statements, which are based on current expectations. The actual results could differ materially from those projected in the forward-looking statements because of the number of risks and uncertainties that are expressed in the call, annual and current SEC filings, and the cautionary statements contained in today's press release. Netlist assumes no obligation to update forward-looking statements. I will now turn the call over to Chuck.

Chuck Hong (CEO)

Thanks, Mike, and hello, everyone. Excuse me for my voice here. I'm a bit under the weather, but I'll try to speak loudly. I would like to start today's call with the breach of contract case against Samsung, which was held in federal court for the Central District of California. The trial ended on Monday with what is now the second unanimous jury verdict confirming that Samsung materially breached the joint development and license agreement it entered into with Netlist in November of 2015. This is the third time Netlist has won the case on the facts. This verdict confirmed that Netlist's termination of Samsung's license in May 2020 was proper, and thus Samsung has been without a patent license for five years. We have engaged in a lengthy legal battle with Samsung over the past five years in three federal district court cases involving five trials.

Netlist has prevailed in each case. We believe these results reflect the real-world value of our patents, as well as the resolve and the legal skills necessary to protect them against unauthorized use by large entities like Samsung. Turning now to 2024 results, Netlist delivers strong growth with revenue more than doubling to $147 million. The top-line performance reflects the recovery in the overall memory market from a year ago period. The start of 2025 has seen some short-term softness in the market, primarily driven by reduced consumer demand. That said, the outlook for the rest of this year and 2026 remains robust, specifically in the high-end AI server market. Two major trends that will continue to drive memory market growth are HBM or high-bandwidth memory, which enable AI processing, and the industry's transition to DDR5.

Netlist remains well-positioned to capitalize on both of these trends through new product development and its IP portfolio. On the new products front, we introduced in Q4 of last year the Lightning brand of ultra-low-latency memory solution. Lightning delivers double-digit % improvements in memory performance without any changes to AMD or Intel-based systems at minimal additional cost. Customers' qualifications are ongoing, and the product line will benefit from the growth of big data and high-frequency trading applications. Also, in Q4, we introduced a line of high-capacity, high-performance MRDIMM products for the AI memory market. MRDIMM is a next-generation memory module which replaces the LRDIMM at the high end of the market. LRDIMM was a technology invented by Netlist some 15 years ago, and MRDIMM incorporates some of the LRDIMM architecture and then adds power management and MUX features, which results in the highest-performing DIMM in the history of memory.

MRDIMM market is expected to start this year and grow from about $1 billion in 2025 to over a $5 billion market in 2027. Netlist has been investing in R&D in the CXL area for the past five years, and we are seeing tangible progress in the next-generation CXL NVDIMM. We've started to see the market with proof-of-concept CXL NVDIMM samples to customers for enterprise and data center applications. CXL will be used as a persistent memory solution on next-generation platforms and replace an Intel product called Optane, which is end-of-life as of the end of this year. In addition to the new product development work, Netlist remains at the forefront of IP innovation in HBM, DDR5, and AI-related memory technologies. In 2024, Netlist increased the number of patents in its portfolio by more than 10%.

Moving to intellectual property in our organization, we're pleased to announce two recent appointments to the Netlist in-house legal team. Rich Kim joins Netlist as Vice President of Intellectual Property Strategy. Rich was previously a partner at Duane Morris and at Morrison & Foerster and has spent the last 30 years in patent prosecution, post-grant proceedings, and IP licensing. He has been consistently ranked as one of the top attorneys in his field. In addition, Raymond Chan has joined us as Vice President of Patents. Raymond has more than two decades of experience in patent prosecution and post-grant proceedings. He was most recently a patent litigation partner at Procopio. We're excited to have two highly experienced IP experts join our team. 2024 was a successful year in terms of our ability to enforce our IP against unauthorized use as we secured three federal court trial wins.

The two patent verdicts ranked among the top five damages awards in the semiconductor industry last year. Over the past two years, we've secured a combined total damages of $866 million for the willful infringement of our patents. These verdicts validate the significant and growing value of Netlist IP, and they advance our objective of entering into licensing agreements with unauthorized implementers of our patents. Over the past 25 years, Netlist has invested hundreds of millions of dollars in our research and development, and the value of that hard work is reflected in the broad adoption of our technology by the memory industry and the implementation of our IP in the field of AI memory by some of the largest entities in the semiconductor industry. It is a business reality that large implementers of IP owned by smaller companies do not voluntarily license.

The system provides them ample opportunities to delay and hold out. Understanding this, we pursue litigation to create the forcing mechanism necessary for large implementers to license and stop their illegal use of our IP. This past November, the jury in our second Eastern District case, Eastern District of Texas case against Samsung delivered a unanimous decision ordering Samsung to pay Netlist $118 million. That brings the total damages award to Netlist against Samsung to $421 million. In December, the court issued a final judgment in this case that validates the jury verdict, the damages award, and confirms that Samsung willfully infringed Netlist's patented technologies and that none of the asserted claims are invalid.

Shortly after the final judgment was issued, Netlist's 608 patent, which reads on DDR4 LRDIMM and was asserted against Samsung in the November trial, was upheld by the Patent Trial and Appeal Board and found not to be invalid. This is the second time the PTAB has upheld the validity of the 608 patent, the first being in the IPR filed by Micron in the currently stayed Western District of Texas case. With the breach of contract win this week, we will continue to vigorously pursue collection of these damages awards from Samsung. As the patent infringement trials and IPR decisions move into the appellate process, we are entering the final phase of litigation for these actions. These cases have moved to the Federal Circuit Court of Appeals, after which an appeal to the U.S. Supreme Court is the only recourse.

However, given the very high hurdle to secure a hearing at the Supreme Court, a Federal Circuit ruling will likely be the final, final for these cases. This makes the Court of Appeals rulings critically important. In March, we secured our first win of the year before the Court of Appeals. The Federal Circuit issued a judgment affirming the U.S. PTAB's inter partes review decision upholding the validity finding of Netlist's 523 patent. This IPR resulted from a preemptive suit Samsung initiated in Delaware against Netlist. By Samsung's own actions, they now face significant exposure based on billions of dollars of potentially infringing sales of their DDR4 LRDIMM products. The case in Delaware was stayed pending the outcome of the breach of contract dispute with Samsung. With the verdict this week, we look forward to the case moving forward and presenting the facts to a jury in Delaware.

There are currently seven additional IPR appeals involving 10 Netlist patents pending before the Court of Appeals. We expect oral hearings for five more appeals to be conducted in 2025. This includes Netlist patents 314, 035, 506, 339, which read on DDR4 LRDIMMs, and the 918 and the 054 patents, which read on DDR5 DIMMs in general. We are awaiting the assignment of oral hearing dates in all of these cases. All of these patents are now in the appellate pipeline. Finally, this past January, we participated in the IPWatchdog Conference in Washington, D.C. Most attendees are looking forward to what appears to be a more favorable environment for protection of IP rights going forward. This optimism is largely due in part to the new leadership at the USPTO and their approach to intellectual property policy. The new Commerce Secretary who oversees the U.S.

PTO is a prolific inventor himself with hundreds of patents to his name. Both the new USPTO Director nominee, Mr. Squires, and the Deputy Director, Ms. Stewart, have long experiences working with small inventors and startups that depend on the government's protection of intellectual property. Their perspective in the IP domain appears to be more balanced and fair compared to the pro-big tech, big law perspective of the previous administration. We are already starting to see tangible changes in terms of new policies coming out of the PTO. Combined with the steady progress we're making over the past few years in our enforcement campaign and the plans that we have going forward, and the new pro-innovation policies in the government, we hope that those combined will help us propel us to positive outcomes in the coming months and years.

Now I'll turn the call over to Gail for the financial review.

Gail Sasaki (CFO)

Thanks, Chuck. For the 12 months ended December 28, 2024, revenue was $147.6 million, an increase of 113% compared to the full year ended December 30th, 2023. The strong top-line results reflected the recovery in the overall memory market from the year-ago period. While we do not formally guide, we currently expect first-quarter revenue to be moderately down from the fourth quarter of 2024 due to the short-term softness in consumer demand that Chuck alluded to earlier. However, we do anticipate growth in revenue for the full year of 2025 as the outlook from industry analysts remains strong. Operating expense for the full year 2024 declined 9.44%, driven by reductions in IP legal fees and SG&A.

We currently expect a further reduction in legal costs in 2025 as we enter the final phase of litigation for current actions and a reduction in trials. We ended 2024 with cash and cash equivalents and restricted cash of $34.6 million compared to approximately $29.8 million at the end of Q3 2024, with minimal debt. During the fourth quarter, we strengthened our cash position, raising $15 million through a registered direct offering. In addition, with a $10 million working capital line of credit with Silicon Valley Bank, we continue to maintain significant financial flexibility and liquidity going forward. As always, we manage the operational cash cycle very carefully, with days in inventory improved by 27 days over 2023 and days in sales improved by 7 days year-over-year. Operator, we are now ready for questions.

Operator (participant)

Thank you. We will now begin the question-and-answer session.

To ask a question, you may press star, then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. Our first question will come from Suji Desilva with ROTH Capital. Please go ahead.

Suji Desilva (Managing Director and Senior Research Analyst)

Hi, Chuck. Hi, Gail. Congrats on the verdict this week. Yeah. Chuck, maybe the California jury verdict, does this in any way change the steps or timelines in pursuing collecting damages from Samsung? I know the appellate process is going on now. Is that impacted by this case and the verdict at all? If not, just what's the timeline? Remind us the timeline for the appellate case.

Chuck Hong (CEO)

Yeah, Suji. No, it doesn't affect the appellate timeline at all.

The appellate process for the $303 million, I believe, that the jury damages from 2023, the appellate process has already started on that a few months back, sometime late last year. That is going to come to a head sometime end of this year or early next year. There will be a ruling, and that will be it. No, this will not impact. What happened to us, it opens the door, however, for the remainder of the term of our patents, all of these patents that will go out till mid-2030s and beyond. Samsung is now fully exposed. The appellate process for the $300-plus million win, really, those damages were only for past damages through the date of trial. What this win last week does is opens up anything from 2023 going forward all the way out to the mid-2030s.

Suji Desilva (Managing Director and Senior Research Analyst)

Got it. Very helpful.

Separately with the announcement this week, I think you mentioned that the Google case may become unstayed. Can you confirm that, if that's true, and the potential timeframe there for any proceeding?

Chuck Hong (CEO)

The Google case, which, so Samsung, their rationale for preemptively suing us, we did not sue them. They sued us first on unbelievable, but that's what they do. That was based on their claim that they have to indemnify Google as one of their biggest customers. Effectively, that is Samsung doing the bidding for Google. The Google case involves the same patent, the 912, which is on appeal. We will see the result of that sometime this year, the 912 appeal. Once that's decided, then I think it's upon that decision the Google case will reopen. That is currently stayed in the Northern District of California.

Suji Desilva (Managing Director and Senior Research Analyst)

Okay. Great.

Lastly, on the product revenue, Chuck, your new product lineup sounds very strong here and has opportunity. When would you think these new products contribute a material percent of the product revenue versus the resale revenue you have now? And what might be the margin profile in the newer products?

Chuck Hong (CEO)

The margin profiles for MRDIMMs and CXL NVDIMM are going to be in the 20%-30% range. Those will be very good. In terms of the volumes or actual traction at the customer, MRDIMMs probably later this year. CXL NVDIMM, that is a very, it is a pseudo-custom product, so it will take a long time to test and qualify. That probably is starting next year. It is about a year's worth of qualification work, although we are already sampling some big OEMs and a hyperscaler. It is a long design-in qualification.

We have been working on that CXL NVDIMM for now five years. We are in a good leadership position on that. The Lightning brand of ultra-low-latency products, we are starting to see revenues out of that already. Those two product lines kicked in at the end of last year.

Suji Desilva (Managing Director and Senior Research Analyst)

Thanks, Chuck. Appreciate it. Sorry to push your voice there. Thanks.

Chuck Hong (CEO)

No problem.

Operator (participant)

This will conclude our question-and-answer session. The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.