The Root of Trust for FPGAs is a fully-programmable embedded FIPS 140-2 certified hardware security Root of Trust co-processor integrated in programmable logic. The Root of Trust for FPGAs is a siloed hardware security block, offering secure execution of user applications, tamper detection and protection, secure storage and handling of keys and security assets, resistance to side-channel attacks and many other security features.
Root of Trust for FPGAs Product Brief
Rambus Initiates Accelerated Share Repurchase Program
SAN JOSE, Calif. – November 12, 2020 – Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced it has initiated an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc. (Deutsche Bank) to repurchase an aggregate of approximately $50 million of its common stock, with an initial delivery of approximately 2.7 million shares.
“This program is part of a balanced approach to delivering long-term value to our stockholders,” said Luc Seraphin, president and chief executive officer at Rambus. “Our strong balance sheet combined with the increasing demand for our solutions in data-intensive applications reinforces our confidence in the future growth of the company.”
Under the accelerated share repurchase program, Rambus will pre-pay to Deutsche Bank the $50 million purchase price for its common stock and, in turn, Rambus will receive an initial delivery of approximately 2.7 million shares of its common stock from Deutsche Bank within the first week of the program. The number of shares to be purchased ultimately by Rambus will be determined based on the volume weighted average price of the common stock during the terms of the transaction, minus an agreed upon discount between the parties. The program is expected to be completed within six months. The shares of common stock will be delivered by Deutsche Bank to Rambus on the third business day following the calculation period described above.
The accelerated share repurchase program is part of the broader 20 million share repurchase program previously authorized by the Rambus Board of Directors.
ICE-IP-63 High-Speed Inline Cipher Engine Product Brief
The ICE-IP-63 (EIP-63) is a scalable high-performance, multi-channel cryptographic engine that offers AES-GCM operations as well as AES-CTR and GMAC on bulk data. Its flexible data path is suitable to scale from 100 Gbps to 2.4 Tbps to provide a tailored engine with minimal area for applications.
AI Drives Memory Interconnect Evolution
TORONTO — Location, location, location is not a mantra limited to real estate. To meet the needs of artificial intelligence (AI) and machine learning applications, it increasingly applies to where data needs to reside, and the memory that stores it.
Rambus Reports Third Quarter 2020 Financial Results
- Strong quarter, delivering on revenue, exceeding expectations for profit and generating $44.1 million in cash provided by operating activities
- Memory interface chip quarterly revenue up 39% year over year; on track for over 50% full-year growth
- Micron DRAM license extended for an additional 4 years
- New stock repurchase program authorizes repurchase of 20 million shares
SAN JOSE, Calif. – November 2, 2020 – Rambus Inc. (NASDAQ:RMBS), a premier silicon IP and chip provider making data faster and safer, today reported financial results for the third quarter ended September 30, 2020. GAAP revenue for the third quarter was $56.9 million; licensing billings were $63.1 million, product revenue was $29.8 million, and contract and other revenue was $10.5 million. The Company also generated $44.1 million in cash provided by operating activities.
“With our sustained focus on cloud and data center markets, Rambus had a very solid third quarter driven by great execution across our businesses,” said Luc Seraphin, chief executive officer of Rambus. “Our proven track record of cash generation and ability to deliver on revenue and profit makes us well positioned for strong top-line growth in 2021.”
Business Review
The Company’s memory interface chip business had a solid quarter, continuing to significantly outpace market growth with a 39% increase in quarterly revenue year over year. This growth is driven by ongoing increases in market share in DDR4 and continued demand in cloud and data center. For the industry transition to DDR5, Rambus is in a leading position for qualification with the memory ecosystem and CPU partners in next-generation systems.
Growing complexity in SoC design across data center, AI and 5G markets continues to drive customer engagement for the Rambus Silicon IP business, with an increasing number of design wins in interface and security IP. Designed to meet the needs of the most demanding data center AI/ML workloads, Rambus leads the industry with the fastest, silicon-demonstrated HBM2E memory interface solution capable of running up to 4 Gbps.
Lastly, Rambus extended its DRAM license agreement with Micron for an additional four years. The extension maintains the existing financial terms of the agreement, providing Micron with a license to the Company’s extensive portfolio of memory interface patents through December of 2024.
| Quarterly Financial Review – GAAP | Three Months Ended September 30, |
||||||
| (In millions, except for percentages and per share amounts) | 2020 | 2019 | |||||
| Revenue | |||||||
| Royalties | $16.6 | $19.4 | |||||
| Product revenue | 29.8 | 21.4 | |||||
| Contract and other revenue | 10.5 | 16.6 | |||||
| Total revenue | $56.9 | $57.4 | |||||
| Cost of product revenue | $9.7 | $7.1 | |||||
| Cost of contract and other revenue | $1.3 | $2.5 | |||||
| Amortization of acquired intangible assets (included in total cost of revenue) | $4.3 | $3.0 | |||||
| Total operating expenses (1) | $54.2 | $67.7 | |||||
| Operating loss | $(12.5) | $(22.9) | |||||
| Operating margin | (22)% | (40)% | |||||
| Net loss | $(12.8) | $(17.3) | |||||
| Diluted net loss per share | $(0.11) | $(0.16) | |||||
| Net cash provided by operating activities | $44.1 | $25.6 | |||||
(1) Includes amortization of acquired intangible assets of approximately $0.2 million for each of the three months ended September 30, 2020 and 2019.
| Quarterly Financial Review – Non-GAAP (including operational metric) (1) | Three Months Ended September 30, |
||||||
| (In millions) | 2020 | 2019 | |||||
| Licensing billings (2) | $63.1 | $63.1 | |||||
| Product revenue | $29.8 | $21.4 | |||||
| Contract and other revenue | $10.5 | $16.6 | |||||
| Cost of product revenue | $9.7 | $7.1 | |||||
| Cost of contract and other revenue | $1.3 | $2.5 | |||||
| Total operating expenses | $45.7 | $57.5 | |||||
| Interest and other income (expense), net | $(0.6) | $1.0 | |||||
| Diluted share count | 116 | 114 | |||||
(1) See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below. Note that the applicable non-GAAP measures are presented and that revenue, cost of product revenue and cost of contract and other revenue are solely presented on a GAAP basis.
(2) Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences.
GAAP revenue for the quarter was $56.9 million, in line with expectations. The Company also had licensing billings of $63.1 million, product revenue of $29.8 million, and contract and other revenue of $10.5 million. Rambus had total GAAP cost of revenue of $15.3 million and operating expenses of $54.2 million. The Company also had total non-GAAP operating expenses of $56.7 million (which includes non-GAAP cost of revenue), below the low end of its expectations through its cost management actions. Due to the Company’s strong performance and cost management actions, its revenue was in line with expectations and its profit was at the high end of its expectations. The Company had GAAP diluted net loss per share of $0.11. The Company’s basic share count was 114 million shares and its diluted share count would have been 116 million shares.
Cash, cash equivalents, and marketable securities as of September 30, 2020 were $520.2 million, an increase of $34.1 million from June 30, 2020, mainly due to $44.1 million in cash provided by operating activities.
2020 Fourth Quarter Outlook
The Company will discuss its full revenue guidance for the fourth quarter of 2020 during its upcoming conference call. The following table sets forth fourth quarter outlook for other measures.
| (In millions) | GAAP | Non-GAAP (1) | |
| Licensing billings (2) | $61 – $67 | $61 – $67 | |
| Product revenue | $18 – $24 | $18 – $24 | |
| Contract and other revenue | $9 – $15 | $9 – $15 | |
| Total operating costs and expenses | $71 – $67 | $59 – $55 | |
| Interest and other income (expense), net | $0 | ($1) | |
| Diluted share count | 117 | 117 |
(1) See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below. Note that the applicable non-GAAP measures are presented, and that revenue is solely presented on a GAAP basis.
(2) Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences. This metric is the same for both GAAP and non-GAAP presentations.
For the fourth quarter of 2020, the Company expects licensing billings to be between $61 million and $67 million. The Company also expects royalty revenue to be between $12 million and $18 million, product revenue to be between $18 million and $24 million and contract and other revenue to be between $9 million and $15 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales, solutions licensing among other matters.
The Company also expects operating costs and expenses to be between $71 million and $67 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $59 million and $55 million. These expectations also assume non-GAAP interest and other income (expense), net, of ($1 million), tax rate of 24% and diluted share count of 117 million, and exclude stock-based compensation expense ($7 million), amortization expense ($5 million), non-cash interest expense on convertible notes ($2 million) and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($3 million).
Conference Call
Rambus management will discuss the results of the quarter during a conference call scheduled for 2:00pm PT today. The call, audio and slides will be available online at investor.rambus.com and a replay will be available for the next week at the following numbers: (855) 859-2056 (domestic) or (404) 537-3406 (international) with ID# 2281104.
Non-GAAP Financial Information
In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: operating expenses and interest and other income (expense), net. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related costs and retention bonus expense, restructuring charges, impairment (recovery) of assets held for sale, amortization expense, non-cash interest expense and certain other one-time adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes the non-GAAP financial measures are appropriate for both its own assessment of, and to show investors, how the Company’s performance compares to other periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release.
The Company’s non-GAAP financial measures reflect adjustments based on the following items:
Stock-based compensation expense. These expenses primarily relate to employee stock options, employee stock purchase plans, and employee non-vested equity stock and non-vested stock units. The Company excludes stock-based compensation expense from its non-GAAP measures primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results. Additionally, given the fact that other companies may grant different amounts and types of equity awards and may use different option valuation assumptions, excluding stock-based compensation expense permits more accurate comparisons of the Company’s results with peer companies.
Acquisition-related costs and retention bonus expense. These expenses include all direct costs of certain acquisitions and the reported periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Company’s operations.
Restructuring charges. These charges may consist of severance, contractual retention payments, exit costs and other charges and are excluded because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.
Impairment (recovery) of assets held for sale. These charges consist of non-cash charges (recoveries) to assets held for sale and are excluded because such charges are non-recurring and do not reduce the Company’s liquidity.
Amortization expense. The Company incurs expenses for the amortization of intangible assets acquired in acquisitions. The Company excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Company’s prior acquisitions and have no direct correlation to the operation of the Company’s core business.
Non-cash interest expense on convertible notes. The Company incurs non-cash interest expense related to its convertible notes. The Company excludes non-cash interest expense related to its convertible notes to provide more accurate comparisons of the Company’s results with other peer companies and to more accurately reflect the Company’s ongoing operations.
Income tax adjustments. For purposes of internal forecasting, planning and analyzing future periods that assume net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 24 percent for both 2020 and 2019, which consists of estimated U.S. federal and state tax rates, and excludes tax rates associated with certain items such as withholding tax, tax credits, deferred tax asset valuation allowance and the release of any deferred tax asset valuation allowance. Accordingly, the Company has applied these tax rates to its non-GAAP financial results for all periods in the relevant years to assist the Company’s planning.
On occasion in the future, there may be other items, such as significant gains or losses from contingencies that the Company may exclude in deriving its non-GAAP financial measures if it believes that doing so is consistent with the goal of providing useful information to investors and management.
Forward-Looking Statements
This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding operating results and business opportunities, growth in product and service offerings and product revenue, expected benefits of our merger, acquisition and divestiture activity and related integration, and financial guidance for the fourth quarter of 2020, including licensing billings and revenue estimates, operating costs and expenses, interest and other income (expense), net and estimated, fixed, long-term projected tax rates on a GAAP and non-GAAP basis, as appropriate. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. Rambus’ business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission, as well as the potential adverse impacts related to, or arising from, the Novel Coronavirus (COVID-19). Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Rambus Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
|
|
September 30, 2020 |
December 31, 2019 |
|||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $89,475 | $102,176 | |||||
| Marketable securities | 430,746 | 305,488 | |||||
| Accounts receivable | 33,025 | 44,039 | |||||
| Unbilled receivables | 141,341 | 184,366 | |||||
| Inventories | 14,218 | 10,086 | |||||
| Prepaids and other current assets | 16,229 | 18,524 | |||||
| Total current assets | 725,034 | 664,679 | |||||
| Intangible assets, net | 41,052 | 54,900 | |||||
| Goodwill | 183,222 | 183,465 | |||||
| Property, plant and equipment, net | 59,425 | 44,714 | |||||
| Operating lease right-of-use assets | 29,961 | 37,020 | |||||
| Deferred tax assets | 5,249 | 4,574 | |||||
| Unbilled receivables, long-term | 260,404 | 343,703 | |||||
| Other assets | 4,671 | 5,931 | |||||
| Total assets | $1,309,018 | $1,338,986 | |||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $13,323 | $9,549 | |||||
| Accrued salaries and benefits | 15,719 | 20,291 | |||||
| Deferred revenue | 14,950 | 11,947 | |||||
| Income taxes payable, short-term | 20,008 | 19,142 | |||||
| Operating lease liabilities | 4,576 | 6,357 | |||||
| Other current liabilities | 22,306 | 18,893 | |||||
| Total current liabilities | 90,882 | 86,179 | |||||
| Long-term liabilities: | |||||||
| Convertible notes, long-term | 154,182 | 148,788 | |||||
| Long-term operating lease liabilities | 35,973 | 39,889 | |||||
| Long-term income taxes payable | 45,882 | 60,094 | |||||
| Deferred tax liabilities | 15,139 | 13,846 | |||||
| Other long-term liabilities | 8,714 | 19,272 | |||||
| Total long-term liabilities | 259,890 | 281,889 | |||||
| Total stockholders’ equity | 958,246 | 970,918 | |||||
| Total liabilities and stockholders’ equity | $1,309,018 | $1,338,986 | |||||
Rambus Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Revenue: | |||||||||||||||
| Royalties | $16,602 | $19,448 | $53,253 | $71,351 | |||||||||||
| Product revenue | 29,769 | 21,377 | 92,222 | 46,372 | |||||||||||
| Contract and other revenue | 10,544 | 16,574 | 35,359 | 46,357 | |||||||||||
| Total revenue | 56,915 | 57,399 | 180,834 | 164,080 | |||||||||||
| Cost of revenue: | |||||||||||||||
| Cost of product revenue | 9,661 | 7,108 | 30,281 | 17,845 | |||||||||||
| Cost of contract and other revenue | 1,267 | 2,450 | 4,000 | 8,268 | |||||||||||
| Amortization of acquired intangible assets | 4,336 | 3,016 | 13,016 | 10,686 | |||||||||||
| Total cost of revenue | 15,264 | 12,574 | 47,297 | 36,799 | |||||||||||
| Gross profit | 41,651 | 44,825 | 133,537 | 127,281 | |||||||||||
| Operating expenses: | |||||||||||||||
| Research and development | 33,733 | 41,486 | 105,085 | 119,995 | |||||||||||
| Sales, general and administrative | 20,182 | 26,521 | 64,387 | 76,835 | |||||||||||
| Amortization of acquired intangible assets | 236 | 170 | 832 | 2,409 | |||||||||||
| Restructuring charges | — | 1,374 | 836 | 4,233 | |||||||||||
| Change in fair value of earn-out liability | — | — | (1,800) | — | |||||||||||
| Impairment (recovery) of assets held for sale | — | (1,853) | — | 15,137 | |||||||||||
| Total operating expenses | 54,151 | 67,698 | 169,340 | 218,609 | |||||||||||
| Operating loss | (12,500) | (22,873) | (35,803) | (91,328) | |||||||||||
| Interest income and other income (expense), net | 3,464 | 6,727 | 14,435 | 21,112 | |||||||||||
| Interest expense | (2,586) | (2,497) | (7,721) | (7,302) | |||||||||||
| Interest and other income (expense), net | 878 | 4,230 | 6,714 | 13,810 | |||||||||||
| Loss before income taxes | (11,622) | (18,643) | (29,089) | (77,518) | |||||||||||
| Provision for (benefit from) income taxes | 1,157 | (1,312) | 2,454 | 3,369 | |||||||||||
| Net loss | $(12,779) | $(17,331) | $(31,543) | $(80,887) | |||||||||||
| Net loss per share: | |||||||||||||||
| Basic | $(0.11) | $(0.16) | $(0.28) | $(0.73) | |||||||||||
| Diluted | $(0.11) | $(0.16) | $(0.28) | $(0.73) | |||||||||||
| Weighted average shares used in per share calculation | |||||||||||||||
| Basic | 113,828 | 111,315 | 113,437 | 110,633 | |||||||||||
| Diluted | 113,828 | 111,315 | 113,437 | 110,633 | |||||||||||
Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(In thousands)
(Unaudited)
| Three Months Ended September 30, |
|||||||
| 2020 | 2019 | ||||||
| Total operating expenses | $54,151 | $67,698 | |||||
| Adjustments: | |||||||
| Stock-based compensation expense | (6,834) | (7,388) | |||||
| Acquisition-related costs and retention bonus expense | (1,327) | (3,052) | |||||
| Amortization of acquired intangible assets | (236) | (170) | |||||
| Restructuring charges | — | (1,374) | |||||
| Recovery of assets held for sale | — | 1,853 | |||||
| Non-GAAP total operating expenses | $45,754 | $57,567 | |||||
| Interest and other income (expense), net | $878 | $4,230 | |||||
| Adjustments: | |||||||
| Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements | (3,289) | (4,925) | |||||
| Non-cash interest expense on convertible notes | 1,823 | 1,725 | |||||
| Non-GAAP interest and other income (expense), net | $(588) | $1,030 | |||||
Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(In millions)
(Unaudited)
| 2020 Fourth Quarter Outlook | Three Months Ended December 31, 2020 |
||||||
| Low | High | ||||||
| Forward-looking operating costs and expenses | $70.7 | $66.7 | |||||
| Adjustments: | |||||||
| Stock-based compensation expense | (7.0) | (7.0) | |||||
| Amortization of acquired intangible assets
|
(4.6) | (4.6) | |||||
| Forward-looking Non-GAAP operating costs and expenses | $59.1 | $55.1 | |||||
| Forward-looking interest and other income (expense), net | $0.1 | $0.1 | |||||
| Adjustments: | |||||||
| Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements | (2.9) | (2.9) | |||||
| Non-cash interest expense on convertible notes | 1.8 | 1.8 | |||||
| Forward-looking Non-GAAP interest and other income (expense), net | $(1.0) | $(1.0) | |||||
Rambus Announces New Stock Repurchase Program
Board of directors authorizes repurchase of up to 20 million shares
SAN JOSE, Calif. – November 2, 2020 – Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced that its board of directors has approved a new stock repurchase program authorizing the repurchase of up to 20 million shares.
“The company has a long history of strong, sustained cash generation that provides a foundation for long-term growth, both organically and inorganically,” said Luc Seraphin, president and chief executive officer at Rambus. “The board’s decision to support a stock repurchase program underscores our commitment to managing our strong balance sheet for the benefit of our stockholders.”
Stock repurchases under the plan may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the plan.
This new stock repurchase program replaces the existing program and cancels the 3.6 million shares outstanding as part of the previous authorization.
Forward-Looking Statements
This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ announced new stock repurchase program. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. Rambus’ business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission, as well as the potential adverse impacts related to, or arising from, the Novel Coronavirus (COVID-19). Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
