• Revenue of $94.7 million, up 24% year over year
  • GAAP diluted net income per share of $0.02; non-GAAP diluted net income per share of $0.14
  • Secured customer and partnership agreements with industry leaders including: Cybertrust, Synopsys, Google and Interac
  • Launched turn-key, secure CryptoManager™ IoT Device Management service and demonstrated with Qualcomm and STMicroelectronics

SUNNYVALE, Calif. – July 24, 2017 – Rambus Inc. (NASDAQ:RMBS) today reported financial results for the second quarter ended June 30, 2017. Total revenue for the quarter was $94.7 million, 24% higher than a year ago, with GAAP diluted net income per share of $0.02 and non-GAAP diluted net income per share of $0.14. Total revenue for the six months ended June 30, 2017 was $192.1 million, 29% higher than a year ago.

“We continue to build upon our positive start to the year with strength in our patent and technology licensing programs, as well as ongoing validation from our partners and customers that our technologies are solving the critical problems facing the data center and mobile edge markets,” said Dr. Ron Black, chief executive officer of Rambus. “We are excited by the momentum in our Security Division, signing agreements with Cybertrust and Synopsys on our CryptoManager Infrastructure and introducing our in-field CryptoManager IoT Device Management service for easy and broad adoption of our provisioning solutions.”

Business Review

In our Memory and Interfaces Division, we expanded our Server DIMM chipset family with the introduction of the industry’s first production, JEDEC-standard DDR4 Non-volatile Register Clock Driver (NVRCD) for NVDIMM applications in high-performance data centers. The NVRCD chip builds upon our existing high-speed chip and signaling expertise to enable non-volatile server memory modules to combine the performance of DRAM with the persistence of storage-class memory, delivering high performance and reliability of data for next-generation enterprise and data center systems. In addition, we signed key renewals and new agreements for patent and technology licensing, closing our largest ever high-speed interface technology agreement with a large semiconductor company.

Our Security Division, which consists of our cryptography, mobile payments and smart ticketing businesses, had an exciting quarter with the launch of our in-field CryptoManager IoT Device Management service for turnkey secure device connectivity, monitoring and provisioning. The service is designed to work with leading cloud platforms and provides out-of-the-box connectivity to IoT service providers and device manufacturers. As part of the launch at IoT World in Santa Clara, we featured live demonstrations with both Qualcomm and STMicroelectronics processor chips showcasing mutual authentication and communication. In addition, we expanded our ecosystem of CryptoManager Infrastructure customers and partners with the addition of Cybertrust, a subsidiary of SoftBank Technology Corp, and Synopsys. Both accelerate adoption of our security solutions and leverage our CryptoManager Infrastructure for secure key provisioning to enable secure, remote lifecycle management and updates of connected devices.

Financial ReviewGAAPNon-GAAP(1)
(In millions, except for percentages and per share amounts)Three Months Ended June 30,Three Months Ended June 30,
2017201620172016
Revenue:$ 94.7$ 76.5$ 94.7$ 76.5
Total operating costs and expenses$ 86.5$ 64.5$ 69.3$ 50.5
Operating income$ 8.2$ 12.0$ 25.4$ 26.0
Operating margin9%16%27%34%
Net Income$ 2.6$ 3.9$ 15.6$ 16.7
Diluted net income per share$ 0.02$ 0.03$ 0.14$ 0.15
Total cash and marketable securities$ 168.0$ 259.3$ 168.0$ 259.3
Total assets$ 806.0$ 765.8$ 806.0$ 765.8
Total stockholders’ equity$ 570.2$ 542.4$ 570.2$ 542.4

 

Financial ReviewGAAPNon-GAAP(1)
(In millions, except for percentages and per share amounts)Six Months Ended June 30,Six Months Ended June 30,
2017201620172016
Revenue:$ 192.1$ 149.2$ 192.1$ 149.2
Total operating costs and expenses$ 170.4$ 127.9$ 136.1$ 99.5
Operating income$ 21.7$ 21.3$ 56.0$ 49.7
Operating margin11%14%29%33%
Net Income$ 5.6$ 5.8$ 34.7$ 31.3
Diluted net income per share$ 0.05$ 0.05$ 0.30$ 0.28
(1) See “Supplemental Reconciliation of GAAP to Non-GAAP Results” and “Reconciliation of Other GAAP to Non-GAAP Items” tables included below. Note that the applicable non-GAAP measures are presented and that revenue and the balance sheet items are solely presented on a GAAP basis.

 

Revenue for the quarter was $94.7 million as execution in our Security Division and Lighting Division offset the anticipated seasonality of our business. As a result of our execution on acquisitions, revenue for our Memory and Interface Division was up 24% year over year and revenue for the Security Division was up 42% year over year. GAAP total operating costs and expenses were at the low end of our expectations, yielding $0.02 of GAAP net income per share and in line with our expectations. We had non-GAAP net income per share of $0.14, towards the high end of our expectations.

Cash, cash equivalents, and marketable securities as of June 30, 2017 were $168.0 million, a decrease of $19.7 million from March 31, 2017, mainly due to the use of $50 million related to the accelerated share repurchase program announced on May 1st, offset by cash generated from operating activities of approximately $25 million. Adjusted EBITDA for the quarter was $28.7 million.

2017 Third Quarter Outlook

(In millions, except per share amounts)GAAPNon-GAAP(1)
Revenue:$96 – $102$96 – $102
Total operating costs and expenses$89 – $85$71 – $67
Operating income$7 – $17$25 – $35
Diluted net income per share$0.02 – $0.08$0.14 – $0.20
(1) See “Reconciliation of GAAP Forward Looking Estimates to Non-GAAP Forward Looking Estimates” tables included below.

 

For the third quarter of 2017, the Company expects revenue to be between $96 million and $102 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for patent licensing, various product sales, mobile payments software and solutions licensing among other matters. The Company also expects operating costs and expenses to be between $85 million and $89 million, and diluted net income per share to be between $0.02 and $0.08. The Company also expects non-GAAP operating costs and expenses to be between $67 million and $71 million, and non-GAAP diluted net income per share to be between $0.14 and $0.20. These non-GAAP expectations assume non-GAAP interest and other income and expense of $1 million, tax rate of 35% (refer to non-GAAP financial information below – income tax adjustments) and diluted share count of 113 million, and exclude stock-based compensation expense ($8 million), amortization expense ($11 million), and non-cash interest expense on convertible notes ($2 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#36458130.

About Rambus Inc.

Rambus creates innovative hardware and software technologies, driving advancements from the data center to the mobile edge. Our chips, customizable IP cores, architecture licenses, tools, software, services, training and innovations improve the competitive advantage of our customers. We collaborate with the industry, partnering with leading ASIC and SoC designers, foundries, IP developers, EDA companies and validation labs. Our products are integrated into tens of billions of devices and systems, powering and securing diverse applications, including Big Data, Internet of Things (IoT), mobile payments, and smart ticketing. At Rambus, we are makers of better. For more information, visit rambus.com.

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 our new product and service offerings, growth for 2017 and financial guidance for the third quarter of 2017, including revenue, operating costs and expenses, earnings per share and estimated, fixed, long-term projected tax rates, both 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. Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Overview of Non-GAAP Results

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 costs and expenses, operating margin, operating income (loss), net income (loss), diluted net income (loss) per share and Adjusted EBITDA. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expenses, acquisition-related transaction costs and retention bonus expense, amortization expenses, 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 transaction costs and retention bonus expense. These expenses include all direct costs of certain acquisitions and the current periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods.

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 35 percent for both 2017 and 2016, 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 for future periods. The Company has provided below a reconciliation of its GAAP provision for income taxes and GAAP effective tax rate to the assumed non-GAAP provision for income taxes and non-GAAP effective tax rate.

On occasion in the future, there may be other items, such as impairments or 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.

 

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
June 30,
2017
December 31,
2016
ASSETS
Current assets:
    Cash and cash equivalents$ 167,207$ 135,294
    Marketable securities74636,888
    Accounts receivable36,78821,099
    Inventories5,3285,633
    Prepaids and other current assets12,25517,867
        Total current assets222,324216,781
    Intangible assets, net111,875132,388
    Goodwill207,959204,794
    Property, plant and equipment, net54,30558,442
    Deferred tax assets206,942168,342
    Other assets2,5642,749
        Total assets$ 805,969$ 783,496
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
    Accounts payable$ 9,099$ 9,793
    Accrued salaries and benefits14,07614,177
    Deferred revenue21,32716,932
    Other current liabilities9,44910,399
        Total current liabilities53,95151,301
Long-term liabilities:
    Convertible notes, long-term129,690126,167
    Long-term imputed financing obligation37,67738,029
    Other long-term liabilities14,43315,217
        Total long-term liabilities181,800179,413
Total stockholders’ equity570,218552,782
Total liabilities and stockholders’ equity$ 805,969$ 783,496

 

Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2017201620172016
Revenue:
    Royalties$ 69,990$ 62,835$ 138,946$ 125,712
    Product revenue8,4013,90219,3057,214
    Contract and other revenue16,3299,76433,82016,257
        Total revenue94,72076,501192,071149,183
Operating costs and expenses:
    Cost of product revenue (1)7,4803,01612,7305,550
    Cost of contract and other revenue14,33711,07328,81820,746
    Research and development (1)37,52228,75373,52257,280
    Sales, general and administrative (1)27,13721,78955,32344,884
    Gain from settlement(138)(579)
        Total operating costs and expenses86,47664,493170,393127,881
Operating income8,24412,00821,67821,302
    Interest income and other income (expense), net1291,1382831,380
    Interest expense(3,261)(3,163)(6,467)(6,304)
Interest and other income (expense), net(3,132)(2,025)(6,184)(4,924)
Income before income taxes5,1129,98315,49416,378
Provision for income taxes2,5076,1079,88310,624
    Net income$2,605$3,876$5,611$5,754
Net income per share:
    Basic$0.02$0.04$0.05$0.05
    Diluted$0.02$0.03$0.05$0.05
Weighted average shares used in per share calculation
    Basic110,060109,904110,758109,818
    Diluted112,565112,061114,091112,202

 

(1) Total stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 is presented as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2017201620172016
Cost of product revenue$ 19$ 14$ 33$ 28
Research and development$ 3,067$ 2,109$ 6,079$ 4,189
Sales, general and administrative$ 3,523$ 2,926$ 7,093$ 5,696

 

Supplemental Reconciliation of GAAP to Non-GAAP Results
(In thousands)
(Unaudited)
Three Months EndedSix Months Ended
June 30, 2017March 31, 2017June 30, 2016June 30, 2017June 30, 2016
Operating costs and expenses$ 86,476$ 83,917$ 64,493$ 170,393$ 127,881
Adjustments:
    Stock-based compensation expense(6,609)(6,596)(5,049)(13,205)(9,913)
    Acquisition-related transaction costs and retention bonus expense(90)(81)(789)(171)(2,597)
    Amortization expense(10,450)(10,488)(8,152)(20,938)(15,871)
Non-GAAP operating costs and expenses$ 69,327$ 66,752$ 50,503$ 136,079$ 99,500
Operating income$ 8,244$ 13,434$ 12,008$ 21,678$ 21,302
Adjustments:
    Stock-based compensation expense6,6096,5965,04913,2059,913
    Acquisition-related transaction costs and retention bonus expense90817891712,597
    Amortization expense10,45010,4888,15220,93815,871
Non-GAAP operating income$ 25,393$ 30,599$ 25,998$ 55,992$ 49,683
Income before income taxes$ 5,112$ 10,382$ 9,983$ 15,494$ 16,378
Adjustments:
    Stock-based compensation expense6,6096,5965,04913,2059,913
    Acquisition-related transaction costs and retention bonuses expense90817891712,597
    Amortization expense10,45010,4888,15220,93815,871
    Non-cash interest expense on convertible notes1,7741,7491,6753,5233,326
Non-GAAP income before income taxes$ 24,035$ 29,296$ 25,648$ 53,331$ 48,085
GAAP provision for income taxes2,5077,3766,1079,88310,624
    Adjustment to GAAP provision for income taxes5,9052,8782,8708,7836,206
Non-GAAP provision for income taxes8,41210,2548,97718,66616,830
Non-GAAP net income$ 15,623$ 19,042$ 16,671$ 34,665$ 31,255
Non-GAAP basic net income per share$ 0.14$ 0.17$ 0.15$ 0.31$ 0.28
Non-GAAP diluted net income per share$ 0.14$ 0.17$ 0.15$ 0.30$ 0.28
Weighted average shares used in non-GAAP per share calculation:
    Basic110,060111,464109,904110,758109,818
    Diluted112,565115,325112,061114,091112,202

 

Supplemental Reconciliation of GAAP to Non-GAAP Effective Tax Rate (1)
Three Months EndedSix Months Ended
June 30, 2017March 31, 2017June 30, 2016June 30, 2017June 30, 2016
GAAP effective tax rate49%71%61%64%65%
    Adjustment to GAAP effective tax rate(14)%(36)%(26)%(29)%(30)%
Non-GAAP effective tax rate35%35%35%35%35%
(1) 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 35 percent for both 2017 and 2016, 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 year to assist the Company’s planning for future periods.

 

Reconciliation of Other GAAP to Non-GAAP Items
(In thousands, except percentages)
(Unaudited)
GAAPNon-GAAP
Three Months Ended
June 30,
Three Months Ended
June 30,
2017201620172016
Revenue (i)$ 94,720$ 76,501$ 94,720$ 76,501
Operating income (ii)8,24412,00825,39325,998
Operating margin (ii / i)9%16%27%34%

 

GAAPNon-GAAP
Six Months Ended
June 30,
Six Months Ended
June 30,
2017201620172016
Revenue (i)$ 192,071$ 149,183$ 192,071$ 149,183
Operating income (ii)21,67821,30255,99249,683
Operating margin (ii / i)11%14%29%33%

 

Three Months Ended
June 30,
20172016
Net income$ 2,605$ 3,876
    Add back:
    Interest and other income (expense), net3,1322,025
    Provision for income taxes2,5076,107
    Depreciation expense3,3302,996
    Amortization expense10,4508,152
EBITDA (1)$ 22,024$ 23,156
    Adjustments:
    Stock-based compensation expense6,6095,049
    Acquisition-related transaction costs and retention bonus expense90789
Adjusted EBITDA (2)$ 28,723$ 28,994
(1) EBITDA is a non-GAAP measure that management uses to evaluate the cash generating capacity of the company. The most directly comparable GAAP measure is net income. EBITDA is net income adjusted for net interest expense, income taxes, and depreciation and amortization. It should not be considered as an alternative to net income computed under GAAP.
(2) Adjusted EBITDA excludes the impact of other non-GAAP adjustments indicated in the above tables.

 

Reconciliation of GAAP Forward Looking Estimates to Non-GAAP Forward Looking Estimates
(In millions, except per share amounts)
(Unaudited)
Three Months Ended
September 30, 2017
LowHigh
Forward-looking operating costs and expenses$ 89.2$ 85.2
Adjustments:
    Stock-based compensation expense(7.5)(7.5)
    Amortization expense(11.0)(11.0)
Forward-looking Non-GAAP operating costs and expenses$ 70.7$ 66.7
Forward-looking operating income$ 6.8$ 16.8
Adjustments:
    Stock-based compensation expense7.57.5
    Amortization expense11.011.0
Forward-looking Non-GAAP operating income$ 25.3$ 35.3
Forward-looking income before income taxes$ 4.1$ 14.1
Adjustments:
    Stock-based compensation expense7.57.5
    Amortization expense11.011.0
    Non-cash interest expense on convertible notes1.71.7
Forward-looking Non-GAAP income before income taxes$ 24.3$ 34.3
Forward-looking GAAP provision for income taxes1.44.9
    Adjustment to Forward-looking GAAP provision for income taxes7.17.1
Forward-looking Non-GAAP provision for income taxes8.512.0
Forward-looking Non-GAAP net income15.822.3
Forward-looking Non-GAAP basic net income per share$ 0.14$ 0.20
Forward-looking Non-GAAP diluted net income per share$ 0.14$ 0.20
Weighted average shares used in forward-looking Non-GAAP per share calculation:
    Basic111.0111.0
    Diluted113.0113.0