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Rambus

At Rambus, we create cutting-edge semiconductor and IP products, spanning memory and interfaces to security, smart sensors and lighting.

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        • Made for high speed, reliability and power efficiency, our DDR3, DDR4, and DDR5 DIMM chipsets deliver top-of-the-line performance and capacity for the next wave of computing systems. Learn more about our Memory Interface Chip solutions
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        • From chip-to-cloud-to-crowd, Rambus secure silicon IP helps protect the world’s most valuable resource: data. Securing electronic systems at their hardware foundation, our embedded security solutions span areas including root of trust, tamper resistance, content protection and trusted provisioning. Learn more about our Security IP offerings
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Home > Press Releases > Corporate

Corporate

Rambus Reports Fourth Quarter and Fiscal Year 2022 Financial Results

  • Delivered strong Q4 revenue and earnings in line with guidance
  • Produced record annual product revenue driven by memory interface chips, up 58% year over year
  • Generated record cash from operations of $230.4 million for full year 2022

SAN JOSE, Calif. – February 6, 2023 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the fourth quarter ended December 31, 2022. GAAP revenue for the fourth quarter was $122.4 million; licensing billings were $64.3 million, product revenue was $67.2 million, and contract and other revenue was $23.8 million. The Company also generated $51.3 million in cash provided by operating activities in the fourth quarter.

“Rambus delivered a tremendous performance in 2022, achieving record annual product revenue and cash from operations,” said Luc Seraphin, chief executive officer of Rambus. “Our strategic focus on the data center and strong execution across our diverse offerings continues to drive the company’s long-term profitable growth and enables consistent capital returns to our stockholders.”

Quarterly Financial Review – GAAP Three Months Ended December 31,
(In millions, except for percentages and per share amounts) 2022 2021
Revenue
Product revenue $67.2 $45.3
Royalties 31.4 32.9
Contract and other revenue 23.8 13.6
Total revenue $122.4 $91.8
Cost of product revenue $28.2 $13.4
Cost of contract and other revenue $1.6 $0.7
Amortization of acquired intangible assets (included in total cost of revenue) $3.6 $3.6
Total operating expenses (1) $72.8 $65.1
Operating income $16.2 $9.0
Operating margin 13% 10%
Net income $15.9 $6.1
Diluted net income per share $0.14 $0.05
Net cash provided by operating activities $51.3 $72.2

____________________________

(1)   Includes amortization of acquired intangible assets of approximately $0.4 million for both the three months ended December 31, 2022 and 2021.

Quarterly Financial Review – Supplemental Information(1) Three Months Ended
December 31,
(In millions) 2022 2021
Licensing billings (operational metric) (2) $64.3 $66.6
Product revenue (GAAP) $67.2 $45.3
Contract and other revenue (GAAP) $23.8 $13.6
Non-GAAP cost of product revenue $28.1 $13.3
Cost of contract and other revenue (GAAP) $1.6 $0.7
Non-GAAP total operating expenses $55.8 $51.4
Non-GAAP interest and other income (expense), net $(0.7) $(1.1)
Diluted share count (GAAP) 111 115

____________________________

(1) See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below.

(2) Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $122.4 million. The Company also had licensing billings of $64.3 million, product revenue of $67.2 million, and contract and other revenue of $23.8 million. The Company had total GAAP cost of revenue of $33.4 million and operating expenses of $72.8 million. The Company also had total non-GAAP operating expenses of $85.4 million (including non-GAAP cost of revenue). The Company’s annual product revenue increased 58% year over year as the Company continues to gain market share. The Company had GAAP diluted net income per share of $0.14. The Company’s basic share count was 108 million shares and its diluted share count was 111 million shares.

Cash, cash equivalents, and marketable securities as of December 31, 2022 were $313.2 million, an increase of $48.4 million as compared to September 30, 2022, mainly due to cash provided by operating activities of approximately $51.3 million. Cash provided by operating activities for the year ended December 31, 2022 was $230.4 million, an increase of $21.2 million or 10%, from the same period in the prior year. 

2023 First Quarter Outlook

The Company will discuss its full revenue guidance for the first quarter of 2023 during its upcoming conference call. The following table sets forth first quarter outlook for other measures.

(In millions) GAAP Non-GAAP (1)
Licensing billings (operational metric) (2) $61- $67 $61- $67
Product revenue $57 – $63 $57 – $63
Contract and other revenue $19 – $25 $19 – $25
Total operating costs and expenses $104 – $100 $87 – $83
Interest and other income (expense), net $0 ($1)
Diluted share count 110 110

____________________________

(1) See “Reconciliation of GAAP Forward Looking Estimates to Non-GAAP Forward Looking Estimates” tables 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 relating to advanced payments for variable licensing agreements. This metric is the same for both GAAP and non-GAAP presentations.

For the first quarter of 2023, the Company expects licensing billings to be between $61 million and $67 million. The Company also expects royalty revenue to be between $25 million and $31 million, product revenue to be between $57 million and $63 million and contract and other revenue to be between $19 million and $25 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.

The Company also expects operating costs and expenses to be between $104 and $100 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $87 million and $83 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 110 million, and exclude stock-based compensation expense ($13 million), amortization expense ($4 million), non-cash interest expense on convertible notes ($0.1 million) and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($1 million).

Conference Call

Rambus management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be webcast and can be accessed via Rambus’ website at investor.rambus.com. A replay will be available following the call on the Rambus Investor Relations website or for one week at the following numbers: (866) 813-9403 (domestic) or (+44) 204-525-0658 (international) with ID# 579366.

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: cost of product revenue, 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 expenses, acquisition-related costs and retention bonus expense, amortization of acquired intangible assets, expense on abandoned operating leases, change in fair value of earn-out liability, 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 current period’s 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. 

Amortization of acquired intangible assets. 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.

Expense on abandoned operating leases. Reflects the expense on building leases that were abandoned. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Change in fair value of earn-out liability. This change is due to adjustments to acquisition purchase consideration. The Company excludes these adjustments because such adjustments are not directly related to ongoing business results and do not reflect expected future operating expenses.

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% for both 2022 and 2021, 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 business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the first quarter of 2023 and related drivers, and the Company’s ability to effectively manage supply chain shortages. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s 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 COVID-19 and its variants. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact
Desmond Lynch
Senior Vice President, Finance and Chief Financial Officer
(408) 462-8000
dlynch@rambus.com

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands) December 31,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $125,334 $107,891
Marketable securities 187,892 377,718
Accounts receivable 55,368 44,065
Unbilled receivables 125,698 135,608
Inventories 20,900 8,482
Prepaids and other current assets 12,022 10,600
Total current assets 527,214 684,364
Intangible assets, net 50,880 58,420
Goodwill 292,040 278,810
Property, plant and equipment, net 86,255 56,035
Operating lease right-of-use assets 24,143 23,712
Deferred tax assets 3,031 4,047
Unbilled receivables 25,222 123,018
Other assets 3,809 4,240
Total assets $1,012,594 $1,232,646
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $24,815 $11,279
Accrued salaries and benefits 20,502 20,945
Convertible notes 10,378 163,687
Deferred revenue 23,861 24,755
Income taxes payable 18,137 20,607
Operating lease liabilities 5,024 5,992
Other current liabilities 23,992 20,002
Total current liabilities 126,709 267,267
Long-term liabilities:
Long-term operating lease liabilities 29,079 29,099
Long-term income taxes payable 5,892 21,424
Deferred tax liabilities 24,964 23,985
Other long-term liabilities 46,653 28,475
Total long-term liabilities 106,588 102,983
Total stockholders’ equity 779,297 862,396
Total liabilities and stockholders’ equity $1,012,594 $1,232,646

Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
December 31,
Years Ended
December 31,
(In thousands, except per share amounts) 2022 2021 2022 2021
Revenue:
Product revenue $67,178 $45,274 $227,068 $143,935
Royalties 31,436 32,893 139,816 136,706
Contract and other revenue 23,753 13,614 87,909 47,663
Total revenue 122,367 91,781 454,793 328,304
Cost of revenue:
Cost of product revenue 28,209 13,408 88,976 49,397
Cost of contract and other revenue 1,615 727 4,668 4,756
Amortization of acquired intangible assets 3,560 3,603 13,935 16,241
Total cost of revenue 33,384 17,738 107,579 70,394
Gross profit 88,983 74,043 347,214 257,910
Operating expenses:
Research and development 40,121 36,263 158,769 135,678
Sales, general and administrative 27,309 23,101 106,718 91,057
Amortization of acquired intangible assets 415 409 1,674 1,226
Restructuring and other charges — — — 368
Change in fair value of earn-out liability 5,000 5,300 3,111 5,300
Total operating expenses 72,845 65,073 270,272 233,629
Operating income 16,138 8,970 76,942 24,281
Interest income and other income (expense), net 835 1,623 7,771 9,711
Gain on fair value of equity security — — 3,547 —
Loss on extinguishment of debt — — (83,626) —
Loss on fair value adjustment of derivatives, net — — (10,585) —
Interest expense (484) (2,737) (1,874) (10,706)
Interest and other income (expense), net 351 (1,114) (84,767) (995)
Income (loss) before income taxes 16,489 7,856 (7,825) 23,286
Provision for income taxes 540 1,751 6,485 4,952
Net income (loss) $15,949 $6,105 $(14,310) $18,334
Net income (loss) per share:
Basic $0.15 $0.06 $(0.13) $0.17
Diluted $0.14 $0.05 $(0.13) $0.16
Weighted average shares used in per share calculation:
Basic 107,603 109,161 109,472 110,538
Diluted 110,820 114,534 109,472 114,865

Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Result
(Unaudited)

Three Months Ended
December 31,
(In thousands) 2022 2021
Cost of product revenue $28,209 $13,408
Adjustment:
Stock-based compensation expense (144) $(112)
Non-GAAP cost of product revenue $28,065 $13,296
Total operating expenses $72,845 $65,073
Adjustments:
Stock-based compensation expense (10,122) (6,092)
Acquisition-related costs and retention bonus expense (1,028) (1,308)
Amortization of acquired intangible assets (415) (409)
Expense on abandoned operating leases (521) (559)
Change in fair value of earn-out liability (5,000) (5,300)
Non-GAAP total operating expenses $55,759 $51,405
Interest and other income (expense), net $351 $(1,114)
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1,029) (1,907)
Non-cash interest expense on convertible notes 10 1,954
Non-GAAP interest and other income (expense), net $(668) $ (1,067)

 

Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(Unaudited)

2023 First Quarter Outlook Three Months Ended

March 31, 2023

(In millions) Low High
Forward-looking operating costs and expenses $103.7 $99.7
Adjustments:
Stock-based compensation expense (12.6) (12.6)
Amortization of acquired intangible assets (4.1) (4.1)
Forward-looking Non-GAAP operating costs and expenses $87.0 $83.0
Forward-looking interest and other income (expense), net $ 0.3 $0.3
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (0.9) (0.9)
Non-cash interest expense on convertible notes 0.1 0.1
Forward-looking Non-GAAP interest and other income (expense), net $(0.5) $(0.5)

Rambus Reports Third Quarter 2022 Financial Results

  • Exceeded guidance for Q3 revenue and earnings
  • Delivered record quarterly product revenue driven by memory interface chips
  • Generated $80 million in cash from operations
  • Initiated $100 million accelerated share repurchase program

SAN JOSE, Calif. – October 31, 2022– Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the third quarter ended September 30, 2022. GAAP revenue for the third quarter was $112.2 million, licensing billings were $62.2 million, product revenue was $58.6 million, and contract and other revenue was $23.7 million. The Company also generated $80 million in cash provided by operating activities in the third quarter.

“Rambus had an excellent performance in the third quarter, exceeding guidance and delivering record cash and product revenue,” said Luc Seraphin, chief executive officer of Rambus. “Our strategic focus and strong execution in data center, combined with a diverse portfolio of offerings, drive the company’s long-term profitable growth and enable consistent capital returns to our stockholders.”

Quarterly Financial Review – GAAP Three Months Ended
September 30,
(In millions, except for percentages and per share amounts) 2022 2021
Revenue
Product revenue $58.6 $36.7
Royalties 29.9 33.1
Contract and other revenue 23.7 11.5
Total revenue 112.2 81.3
Cost of product revenue 21.9 13.1
Cost of contract and other revenue  1.5  1.5
Amortization of acquired intangible assets (included in total cost of revenue)  3.6  3.8
Total operating expenses (1) 68.3 58.2
Operating income $16.9 $4.7
Operating margin 15% 6%
Net income $0.9 $3.7
Diluted net income per share $0.01 $0.03
Net cash provided by operating activities $80.0 $46.0

_________________________________________

(1)   Includes amortization of acquired intangible assets of approximately $0.4 million for each of the three months ended September 30, 2022 and 2021.

Quarterly Financial Review – Supplemental Information(1) Three Months Ended
September 30,
(In millions) 2022 2021
Licensing billings (operational metric) (2) $62.2 $66.1
Product revenue (GAAP) $58.6 $36.7
Contract and other revenue (GAAP) $23.7 $11.5
Non-GAAP cost of product revenue $21.8 $13.1
Cost of contract and other revenue (GAAP) $1.5 $1.5
Non-GAAP total operating expenses $54.6 $48.2
Non-GAAP interest and other income (expense), net $1.6 $(0.2)
Diluted share count (GAAP)  112 114

_________________________________________

(1)See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below.

(2)Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $112.2 million. The Company also had licensing billings of $62.2 million, product revenue of $58.6 million, and contract and other revenue of $23.7 million. The Company had GAAP cost of revenue of $27.0 million and operating expenses of $68.3 million. The Company also had total non-GAAP operating expenses of $77.9 million (including non-GAAP cost of revenue). The Company’s basic share count was 110 million shares and its diluted share count was 112 million shares.

Cash, cash equivalents, and marketable securities as of September 30, 2022 were $264.8 million, a decrease of $86.8 million from June 30, 2022, mainly due to $100 million paid in connection with an accelerated share repurchase program, $58.9 million paid in connection with the repayment of 2023 senior notes, $14.4 million paid in connection with the settlement of warrants, partially offset by $80 million in cash generated by operating activities and proceeds of $19.3 million from the settlement of senior convertible note hedges.

2022 Fourth Quarter Outlook

The Company will discuss its full revenue guidance for the fourth quarter of 2022 during its upcoming conference call. The following table sets forth fourth quarter outlook for other measures.

(In millions) GAAP Non-GAAP (1)
Licensing billings (operational metric) (2) $59 – $65 $59 – $65
Product revenue (GAAP) $63 – $69 $63 – $69
Contract and other revenue (GAAP) $21 – $27 $21 – $27
Total operating costs and expenses $100 – $96 $86 – $82
Interest and other income (expense), net $0 ($1)
Diluted share count 110 110

_________________________________________

(1)   See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.

(2)   Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

For the fourth quarter of 2022, the Company expects licensing billings to be between $59 million and $65 million. The Company also expects royalty revenue to be between $29 million and $35 million, product revenue to be between $63 million and $69 million and contract and other revenue to be between $21 million and $27 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.

The Company also expects operating costs and expenses to be between $100 million and $96 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $86 million and $82 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 110 million, and exclude stock-based compensation expense ($10 million), amortization expense ($4 million), non-cash interest expense ($0.1 million) and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($1 million).

Conference Call

The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. 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: (866) 813-9403 (domestic) or (+44) 204-525-0658 (international) with ID# 714912.

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: cost of product revenue, 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, amortization of acquired intangible assets, expense on abandoned operating leases, change in fair value of earn-out liability, loss on extinguishment of debt, loss on fair value adjustment of derivatives, net, realized loss on sale of marketable securities sold for the purpose of notes repurchase, 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. A 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 current period’s 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.

Amortization of acquired intangible assets. 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.

Expense on abandoned operating leases. Reflects the expense on building leases that were abandoned. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Change in fair value of earn-out liability. This change is due to adjustments to acquisition purchase consideration. The Company excludes these adjustments because such adjustments are not directly related to ongoing business results and do not reflect expected future operating expenses.

Gain on sale of equity security. The Company has excluded gain on sale of equity security as this is not a reflection of the Company’s ongoing operations.

Loss on extinguishment of debt. The Company has excluded loss on extinguishment of debt as this represents a cost of repurchasing its existing convertible notes and is not a reflection of the Company’s ongoing operations.

Loss on fair value adjustment of derivatives, net. The Company has excluded its loss on fair value adjustment of derivatives, net, as this represents cost and benefits of repurchasing its convertible notes and is not a reflection of the Company’s ongoing operations.

Realized loss on sale of marketable securities sold for the purpose of notes repurchase. The Company has excluded its realized loss on sale of marketable securities sold for the purpose of repurchasing its convertible notes as this is not a reflection of the Company’s ongoing operations.

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 2022 and 2021, 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 business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the fourth quarter of 2022 and related drivers, and the Company’s ability to effectively manage supply chain shortages. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s 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 COVID-19 and its variants. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands) September 30,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $141,559 $107,891
Marketable securities 123,289 377,718
Accounts receivable 38,547 44,065
Unbilled receivables 142,037 135,608
Inventories 14,161 8,482
Prepaids and other current assets 14,584 10,600
Total current assets 474,177 684,364
Intangible assets, net 54,856 58,420
Goodwill 292,038 278,810
Property, plant and equipment, net 78,563 56,035
Operating lease right-of-use assets 25,232 23,712
Deferred tax assets 2,803 4,047
Unbilled receivables 37,914 123,018
Other assets 3,473 4,240
Total assets $969,056 $1,232,646
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $20,405 $11,279
Accrued salaries and benefits 16,654 20,945
Convertible notes 10,368 163,687
Deferred revenue 23,460 24,755
Income taxes payable 20,024 20,607
Operating lease liabilities 5,435 5,992
Other current liabilities 20,085 20,002
Total current liabilities 116,431 267,267
Long-term liabilities:
Long-term operating lease liabilities 30,093 29,099
Long-term income taxes payable 7,818 21,424
Deferred tax liabilities 25,746 23,985
Other long-term liabilities 39,084 28,475
Total long-term liabilities 102,741 102,983
Total stockholders’ equity 749,884 862,396
Total liabilities and stockholders’ equity $969,056 $1,232,646

Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share amounts) 2022 2021 2022 2021
Revenue:
Product revenue $58,619 $36,710 $159,890 $98,661
Royalties 29,878 33,044 108,380 103,813
Contract and other revenue 23,747 11,528 64,156 34,049
Total revenue 112,244 81,282 332,426 236,523
Cost of revenue:
Cost of product revenue 21,953 13,157 60,767 35,989
Cost of contract and other revenue 1,455 1,456 3,053 4,029
Amortization of acquired intangible assets 3,576 3,813 10,375 12,638
Total cost of revenue 26,984 18,426 74,195 52,656
Gross profit 85,260 62,856 258,231 183,867
Operating expenses:
Research and development 39,295 35,592 118,648 99,415
Sales, general and administrative 26,198 22,210 79,409 67,956
Amortization of acquired intangible assets 433 359 1,259 817
Restructuring charges — — — 368
Change in fair value of earn-out liability 2,411 — (1,889) —
Total operating expenses 68,337 58,161 197,427 168,556
Operating income 16,923 4,695 60,804 15,311
Interest income and other income (expense), net 6,385 2,726 10,483 8,088
Loss on extinguishment of debt (17,129) — (83,626) —
Loss on fair value adjustment of derivatives, net (2,302) — (10,585) —
Interest expense (437) (2,672) (1,390) (7,969)
Interest and other income (expense), net (13,483) 54 (85,118) 119
Income (loss) before income taxes 3,440 4,749 (24,314) 15,430
Provision for income taxes 2,501 1,073 5,945 3,201
Net income (loss) $939 $3,676 $(30,259) $12,229
Net income (loss) per share:
Basic $0.01 $0.03 $(0.27) $0.11
Diluted $0.01 $0.03 $(0.27) $0.11
Weighted average shares used in per share calculation
Basic 109,968 108,989 110,102 111,103
Diluted 111,962 113,661 110,102 114,954

Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(Unaudited)

Three Months Ended
September 30,
(In thousands) 2022 2021
Cost of product revenue $21,953 $13,157
Adjustment:
Stock-based compensation expense (142) (101)
Non-GAAP cost of product revenue $21,811 $13,056
Total operating expenses $68,337 $58,161
Adjustments:
Stock-based compensation expense (8,730) (7,381)
Acquisition-related costs and retention bonus expense (1,627) (1,658)
Amortization of acquired intangible assets (433) (359)
Expense on abandoned operating leases (520) (521)
Change in fair value of earn-out liability (2,411) —
Non-GAAP total operating expenses $54,616 $48,242
Interest and other income (expense), net $(13,483) $54
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1,248) (2,163)
Non-cash interest expense on convertible notes 33 1,927
Gain on sale of equity security (3,547) —
Loss on extinguishment of debt 17,129 —
Loss on fair value adjustment of derivatives, net 2,302  —
Realized loss on sale of marketable securities sold for the purpose of notes repurchase 450 —
Non-GAAP interest and other income (expense), net $1,636 $(182)

Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(Unaudited)

2022 Fourth Quarter Outlook Three Months Ended
December 31, 2022
(In millions) Low High
Forward-looking operating costs and expenses $100.3 $96.3
Adjustments:
Stock-based compensation expense (10.3) (10.3)
Amortization of acquired intangible assets (4.0) (4.0)
Forward-looking Non-GAAP operating costs and expenses $86.0 $82.0
Forward-looking interest and other income (expense), net $0.4 $0.4
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1.0) (1.0)
Non-cash interest expense 0.1 0.1
Forward-looking Non-GAAP interest and other income (expense), net $(0.5) $(0.5)

Rambus and Samsung Electronics Extend Comprehensive Agreement

Ten-year agreement enables deep collaboration on products and broad access to Rambus innovations

SAN JOSE, Calif. – Oct. 31, 2022 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced it has extended its comprehensive patent license agreement with Samsung Electronics, a world leader in advanced semiconductor technology, for an additional ten years. The extension substantially maintains the existing financial terms and provides Samsung with broad access to the full Rambus patent portfolio through late 2033. Other terms and details are confidential.

“Samsung has been a trusted partner for many years, and we are very pleased to extend our strategic relationship,” said Luc Seraphin, president and chief executive officer of Rambus. “This extension enables deeper collaboration to deliver even greater value to the industry, and we are excited to continue working with such an innovative industry leader.”

Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com

Rambus Initiates Accelerated Share Repurchase Program

SAN JOSE, Calif. – Sep. 12, 2022 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced that it initiated an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo Bank”), to repurchase an aggregate of approximately $100 million of its common stock, with an initial delivery of approximately 3.1 million shares.

“As part of our strategic approach to capital allocation, this program demonstrates our confidence in the future growth of the company, and highlights our continuing ability to invest in critical products and technologies while delivering long-term value to our stockholders,” said Luc Seraphin, president and chief executive officer at Rambus.

Under the accelerated share repurchase program, Rambus will pre-pay to Wells Fargo Bank the $100 million purchase price for its common stock and, in turn, Rambus will receive an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo 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 Rambus common stock during the terms of the transaction, minus an agreed upon discount between the parties. The program is expected to be completed within four months.

The accelerated share repurchase program is part of the broader share repurchase program previously authorized by the Rambus Board of Directors.

About Rambus Inc.

Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. For more information, visit rambus.com.

Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 relating, among other things, to the terms of Rambus’ accelerated share repurchase program, including timing, Rambus’ growth potential, and the long-term success of Rambus’ investment strategy. 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. The forward-looking statements contained in this press release are subject to risks and uncertainties, including those more fully described in Rambus’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022. The forward-looking statements in this press release are based on information available to Rambus as of the date hereof, and Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com

Rambus Appoints Desmond Lynch as Chief Financial Officer

Brings over 20 years of finance and semiconductor experience

SAN JOSE, Calif. – August 1, 2022 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced it has appointed Mr. Desmond Lynch to the position of senior vice president and chief financial officer. Mr. Lynch will be responsible for the overall financial direction of the company and will report to president and chief executive officer Luc Seraphin.

“Des is a proven finance executive with extensive experience in the semiconductor industry and we are very pleased to have him on the management team,” said Luc Seraphin, chief executive officer at Rambus. “Des’ deep understanding of Rambus and demonstrated leadership made him an ideal choice, and I look forward to partnering with him as we continue to execute on our strategy and deliver long-term profitable growth.”

Mr. Lynch has been serving as vice president of finance at Rambus since 2020, responsible for financial planning and investor relations. Prior to joining Rambus, Mr. Lynch served as vice president of finance at Renesas Electronics where he was head of U.S. finance. He also held financial leadership roles at Integrated Device Technology, Atmel, Knowles Corporation and National Semiconductor.

Mr. Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a Bachelor of Arts in accountancy and finance from the University of Glasgow in Scotland.

Press Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com

Rambus Reports Second Quarter 2022 Financial Results

  • Delivered Q2 revenue and earnings at the high end of guidance
  • Achieved record quarterly product revenue driven by memory interface chips
  • Expanded DDR5 portfolio with introduction of companion chips for server and client memory modules
  • Generated $56.5 million in cash from operations

SAN JOSE, Calif. – August 1, 2022– Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the second quarter ended June 30, 2022. GAAP revenue for the second quarter was $121.1 million, licensing billings were $66.1 million, product revenue was $53.3 million, and contract and other revenue was $19.8 million. The Company also generated $56.5 million in cash provided by operating activities in the second quarter.

“Rambus delivered a strong performance with another quarter of record product revenue from memory interface chips and sustained silicon IP momentum driving our results,” said Luc Seraphin, chief executive officer of Rambus. “We continue to address the growing needs of the data center with our diverse and expanding portfolio of offerings to fuel the company’s long-term profitable growth.”

Quarterly Financial Review – GAAP Three Months Ended
June 30,
(In millions, except for percentages and per share amounts) 2022 2021
Revenue
Product revenue $53.3 $31.2
Royalties 48.0 41.9
Contract and other revenue 19.8 11.8
Total revenue 121.1 84.9
Cost of product revenue 20.4 11.4
Cost of contract and other revenue 1.0 1.0
Amortization of acquired intangible assets (included in total cost of revenue) 3.4 4.5
Total operating expenses (1) 60.8 53.9
Operating income $35.5 $14.1
Operating margin 29 % 17 %
Net income $35.0 $11.2
Diluted net income per share $0.31 $0.10
Net cash provided by operating activities $56.5 $51.6

_________________________________________

(1)   Includes amortization of acquired intangible assets of approximately $0.4 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively.

 

Quarterly Financial Review – Supplemental Information(1) Three Months Ended
June 30,
(In millions) 2022 2021
Licensing billings (operational metric) (2) $66.1 $65.2
Product revenue (GAAP) $53.3 $31.2
Contract and other revenue (GAAP) $19.8 $11.8
Non-GAAP cost of product revenue $20.3 $11.4
Cost of contract and other revenue (GAAP) $1.0 $1.0
Non-GAAP total operating expenses $54.9 $43.7
Non-GAAP interest and other income (expense), net $1.0 $(0.8)
Diluted share count (GAAP) 113 115

_________________________________________

(1)   See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below.

(2)   Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $121.1 million, at the high end of the Company’s guidance. The Company also had licensing billings of $66.1 million, product revenue of $53.3 million, and contract and other revenue of $19.8 million. The Company had GAAP cost of revenue of $24.8 million and operating expenses of $60.8 million. The Company also had total non-GAAP operating expenses of $76.1 million (including non-GAAP cost of revenue). The Company had GAAP diluted net income per share of $0.31. The Company’s basic share count was 110 million shares and its diluted share count was 113 million shares.

Cash, cash equivalents, and marketable securities as of June 30, 2022 were $351.6 million, an increase of $7.9 million from March 31, 2022, mainly due to $56.5 million in cash generated by operating activities, partially offset by $24.7 million paid in connection with the repayment of 2023 senior notes and $16.1 million paid in connection with the acquisition of Hardent, Inc.

2022 Third Quarter Outlook

The Company will discuss its full revenue guidance for the third quarter of 2022 during its upcoming conference call. The following table sets forth third quarter outlook for other measures.

(In millions) GAAP Non-GAAP (1)
Licensing billings (operational metric) (2) $63 – $69 $63 – $69
Product revenue (GAAP) $51 – $57 $51 – $57
Contract and other revenue (GAAP) $18 – $24 $18 – $24
Total operating costs and expenses $94 – $90 $81 – $77
Interest and other income (expense), net $0 ($1)
Diluted share count 113 113

_________________________________________

(1)   See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.

(2)   Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

For the third quarter of 2022, the Company expects licensing billings to be between $63 million and $69 million. The Company also expects royalty revenue to be between $29 million and $35 million, product revenue to be between $51 million and $57 million and contract and other revenue to be between $18 million and $24 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters. 

The Company also expects operating costs and expenses to be between $94 million and $90 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $81 million and $77 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 113 million, and exclude stock-based compensation expense ($9 million), amortization expense ($4 million), non-cash interest expense on convertible notes ($0.1 million) and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($1 million). 

Conference Call

The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. 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: (866) 813-9403 (domestic) or (+44) 204-525-0658 (international) with ID# 092440.

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: cost of product revenue, 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, amortization of acquired intangible assets, expense on abandoned operating leases, change in fair value of earn-out liability, 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. A 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 current period’s 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.

Amortization of acquired intangible assets. 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.

Expense on abandoned operating leases. Reflects the expense on building leases that were abandoned. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Change in fair value of earn-out liability. This change is due to adjustments to acquisition purchase consideration. The Company excludes these adjustments because such adjustments are not directly related to ongoing business results and do not reflect expected future operating expenses.

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 2022 and 2021, 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 business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the third quarter of 2022 and related drivers, and the Company’s ability to effectively manage supply chain shortages. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s 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 COVID-19 and its variants. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands) June 30,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $171,460 $107,891
Marketable securities 180,175 377,718
Accounts receivable 63,602 44,065
Unbilled receivables 146,692 135,608
Inventories 9,238 8,482
Prepaids and other current assets 9,979 10,600
Total current assets 581,146 684,364
Intangible assets, net 58,866 58,420
Goodwill 291,995 278,810
Property, plant and equipment, net 81,735 56,035
Operating lease right-of-use assets 26,343 23,712
Deferred tax assets 2,686 4,047
Unbilled receivables 65,211 123,018
Other assets 2,931 4,240
Total assets $1,110,913 $1,232,646
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $20,183 $11,279
Accrued salaries and benefits 20,689 20,945
Convertible notes 49,248 163,687
Deferred revenue 22,165 24,755
Income taxes payable 20,846 20,607
Operating lease liabilities 5,873 5,992
Other current liabilities 22,440 20,002
Total current liabilities 161,444 267,267
Long-term liabilities:
Long-term operating lease liabilities 31,219 29,099
Long-term income taxes payable 12,220 21,424
Deferred tax liabilities 25,159 23,985
Other long-term liabilities 42,713 28,475
Total long-term liabilities 111,311 102,983
Total stockholders’ equity 838,158 862,396
Total liabilities and stockholders’ equity $1,110,913 $1,232,646

 

Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except per share amounts) 2022 2021 2022 2021
Revenue:
Product revenue $53,302 $31,170 $101,271 $61,951
Royalties 48,038 41,910 78,502 70,769
Contract and other revenue 19,792 11,779 40,409 22,521
Total revenue 121,132 84,859 220,182 155,241
Cost of revenue:
Cost of product revenue 20,417 11,422 38,814 22,832
Cost of contract and other revenue 974 1,017 1,598 2,573
Amortization of acquired intangible assets 3,421 4,439 6,799 8,825
Total cost of revenue 24,812 16,878 47,211 34,230
Gross profit 96,320 67,981 172,971 121,011
Operating expenses:
Research and development 39,538 31,469 79,353 63,823
Sales, general and administrative 26,305 22,184 53,211 45,746
Amortization of acquired intangible assets 417 229 826 458
Restructuring charges  —  —  — 368
Change in fair value of earn-out liability (5,500)  — (4,300) —
Total operating expenses 60,760 53,882 129,090 110,395
Operating income 35,560 14,099 43,881 10,616
Interest income and other income (expense), net 2,738 2,381 4,098 5,362
Loss on extinguishment of debt — —  (66,497) —
Loss on fair value adjustment of derivatives, net —  — (8,283) —
Interest expense (348) (2,683) (953) (5,297)
Interest and other income (expense), net 2,390 (302) (71,635) 65
Income (loss) before income taxes 37,950 13,797 (27,754) 10,681
Provision for income taxes 2,930 2,631 3,444 2,128
Net income (loss) $35,020 $11,166 $(31,198) $8,553
Net income (loss) per share:
Basic $0.32 $0.10 $(0.28) $0.08
Diluted $0.31 $0.10 $(0.28) $0.07
Weighted average shares used in per share calculation
Basic 110,447 112,144 110,170 112,177
Diluted 112,715 114,931 110,170 115,358

 

Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(Unaudited)

Three Months Ended
June 30,
(In thousands) 2022 2021
Cost of product revenue $20,417 $11,422
Adjustment:
Stock-based compensation expense (132) (70)
Non-GAAP cost of product revenue $20,285 $11,352
Total operating expenses $60,760 $53,882
Adjustments:
Stock-based compensation expense (8,504) (7,228)
Acquisition-related costs and retention bonus expense (1,949) (2,200)
Amortization of acquired intangible assets (417) (229)
Expense on abandoned operating leases (531) (521)
Change in fair value of earn-out liability  5,500 —
Non-GAAP total operating expenses $54,859 $43,704
Interest and other income (expense), net $2,390 $ (302)
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1,455) (2,382)
Non-cash interest expense on convertible notes      45  1,901
Non-GAAP interest and other income (expense), net $980 $(783)

 

Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(Unaudited)

2022 Third Quarter Outlook Three Months Ended
September 30, 2022
(In millions) Low High
Forward-looking operating costs and expenses $94.0 $90.0
Adjustments:
Stock-based compensation expense (9.0) (9.0)
Amortization of acquired intangible assets (4.0) (4.0)
Forward-looking Non-GAAP operating costs and expenses $ 81.0 $ 77.0
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 (1.2) (1.2)
Non-cash interest expense on convertible notes 0.1 0.1
Forward-looking Non-GAAP interest and other income (expense), net $(1.0) $(1.0)
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