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Published: 2023-07-31 00:00:00 ET
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EX-99.1 2 rmbs-ex991_2023630xer.htm EX-99.1 Document


Exhibit 99.1

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News Release
RAMBUS REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS

Delivered strong Q2 results with revenue in line and earnings at the high end of guidance
Generated $50.4 million in cash from operations
Produced quarterly product revenue of $55.0 million driven by memory interface chips

SAN JOSE, Calif. July 31, 2023 – 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, 2023. GAAP revenue for the second quarter was $119.8 million, licensing billings were $60.2 million, product revenue was $55.0 million, and contract and other revenue was $24.1 million. The Company also generated $50.4 million in cash provided by operating activities in the second quarter.

“Rambus delivered a strong second quarter with solid results and execution from the team as we continue to successfully navigate through challenging market conditions,” said Luc Seraphin, chief executive officer of Rambus. “By delivering the critical chips and IP that address the growing demand in data center fueled by AI, we are well positioned to drive 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)20232022
Revenue
Product revenue$55.0 $53.3 
Royalties40.7 48.0 
Contract and other revenue24.1 19.8 
Total revenue119.8 121.1 
Cost of product revenue18.7 20.4 
Cost of contract and other revenue1.3 1.0 
Amortization of acquired intangible assets (included in total cost of revenue)3.6 3.4 
Total operating expenses (1)
84.5 60.8 
Operating income$11.7 $35.5 
Operating margin10 %29 %
Net income $168.9 $35.0 
Diluted net income per share$1.51 $0.31 
Net cash provided by operating activities$50.4 $56.5 
_________________________________________
(1)    Includes amortization of acquired intangible assets of approximately $0.4 million for each of the three months ended June 30, 2023 and 2022.




Quarterly Financial Review - Supplemental Information(1)
Three Months Ended
June 30,
(In millions)20232022
Licensing billings (operational metric) (2)
$60.2 $66.1 
Product revenue (GAAP)$55.0 $53.3 
Contract and other revenue (GAAP)$24.1 $19.8 
Non-GAAP cost of product revenue$18.6 $20.3 
Cost of contract and other revenue (GAAP)$1.3 $1.0 
Non-GAAP total operating expenses$55.9 $54.9 
Non-GAAP interest and other income (expense), net$1.2 $1.0 
Diluted share count (GAAP)112 113 
_________________________________________
(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 $119.8 million. The Company also had licensing billings of $60.2 million, product revenue of $55.0 million, and contract and other revenue of $24.1 million. The Company had total GAAP cost of revenue of $23.6 million and operating expenses of $84.5 million. The Company also had total non-GAAP operating expenses of $75.7 million (including non-GAAP cost of revenue of $19.9 million). The Company had GAAP diluted net income per share of $1.51, largely driven by a net benefit from income taxes of $155.3 million from a release of the Company's valuation allowance in the second quarter. The Company’s basic share count was 109 million shares and its diluted share count was 112 million shares.

Cash, cash equivalents, and marketable securities as of June 30, 2023 were $332.6 million, an increase of $40.5 million from March 31, 2023, mainly due to $50.4 million in cash provided by operating activities.

2023 Third Quarter Outlook

The Company will discuss its full revenue guidance for the third quarter of 2023 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)
$59 - $65$59 - $65
Product revenue (GAAP)$47 - $53$47 - $53
Contract and other revenue (GAAP)$17 - $23$17 - $23
Total operating costs and expenses$90 - $86$75 - $71
Interest and other income (expense), net$1$1
Diluted share count112112
_________________________________________
(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 2023, the Company expects licensing billings to be between $59 million and $65 million. The Company also expects royalty revenue to be between $26 million and $32 million, product revenue to be between $47 million and $53 million and contract and other revenue to be between $17 million and $23 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 $90 million and $86 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $75 million and $71 million. These expectations also assume non-GAAP interest and other income (expense), net, of $1 million, a tax rate of 24% and diluted share count of 112 million, and exclude stock-based compensation expense of $12 million, amortization of acquired intangible assets of $3 million, and interest



income related to the significant financing component from fixed-fee patent and technology licensing arrangements of $0 million.

Conference Call

The Companys 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 (+1) 929-458-6194 (international) with ID# 439534.

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, facility restoration costs, 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/divestiture costs and retention bonus expense. These expenses include all direct costs of certain acquisitions, divestitures 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 as they are related to acquisitions and divestitures 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.

Restructuring and other 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.

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.

Facility restoration costs. These charges consist of exit costs associated with our leased office space and are excluded 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 incurred non-cash interest expense related to its convertible notes through the first quarter of 2023, at which point the remaining convertible notes matured. 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 2023 and 2022, 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.

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, 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 2023 and related drivers, and the Company’s ability to effectively manage supply chain and other market challenges. 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 potential adverse impacts related to, or arising from, 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

Source: Rambus Inc.




Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands)
June 30,
2023
December 31,
2022
ASSETS


Current assets:


Cash and cash equivalents
$122,190 $125,334 
Marketable securities
210,437 187,892 
Accounts receivable
63,929 55,368 
Unbilled receivables
94,553 125,698 
Inventories
33,527 20,900 
Prepaids and other current assets
11,829 12,022 
Total current assets
536,465 527,214 
Intangible assets, net
42,992 50,880 
Goodwill
292,040 292,040 
Property, plant and equipment, net
87,167 86,255 
Operating lease right-of-use assets21,598 24,143 
Deferred tax assets
140,405 3,031 
Unbilled receivables
3,298 25,222 
Other assets
3,151 3,809 
Total assets
$1,127,116 $1,012,594 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$17,643 $24,815 
Accrued salaries and benefits
22,251 20,502 
Convertible notes
— 10,378 
Deferred revenue
16,779 23,861 
Income taxes payable
12,942 18,137 
Operating lease liabilities
4,098 5,024 
Other current liabilities
27,731 23,992 
Total current liabilities
101,444 126,709 
Long-term liabilities:
Long-term operating lease liabilities
27,160 29,079 
Long-term income taxes payable
1,973 5,892 
Deferred tax liabilities
5,819 24,964 
Other long-term liabilities
45,162 46,653 
Total long-term liabilities
80,114 106,588 
Total stockholders’ equity
945,558 779,297 
Total liabilities and stockholders’ equity
$1,127,116 $1,012,594 






Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except per share amounts)
2023202220232022
Revenue:
Product revenue
$54,978 $53,302 $118,753 $101,271 
Royalties
40,672 48,038 68,841 78,502 
Contract and other revenue
24,182 19,792 46,000 40,409 
Total revenue
119,832 121,132 233,594 220,182 
Cost of revenue:
Cost of product revenue
18,743 20,417 45,166 38,814 
Cost of contract and other revenue
1,294 974 2,985 1,598 
Amortization of acquired intangible assets
3,561 3,421 7,123 6,799 
Total cost of revenue
23,598 24,812 55,274 47,211 
Gross profit
96,234 96,320 178,320 172,971 
Operating expenses:
Research and development
41,576 39,538 83,474 79,353 
Sales, general and administrative
26,187 26,305 57,151 53,211 
Amortization of acquired intangible assets
382 417 764 826 
Restructuring and other charges
9,494 — 9,494 — 
Change in fair value of earn-out liability
6,900 (5,500)13,800 (4,300)
Total operating expenses
84,539 60,760 164,683 129,090 
Operating income
11,695 35,560 13,637 43,881 
Interest income and other income (expense), net
2,236 2,738 4,397 4,098 
Loss on extinguishment of debt— — — (66,497)
Loss on fair value adjustment of derivatives, net— — (240)(8,283)
Interest expense
(376)(348)(757)(953)
Interest and other income (expense), net
1,860 2,390 3,400 (71,635)
Income (loss) before income taxes
13,555 37,950 17,037 (27,754)
Provision for (benefit from) income taxes
(155,325)2,930 (155,124)3,444 
Net income (loss)
$168,880 $35,020 $172,161 $(31,198)
Net income (loss) per share:
Basic
$1.55 $0.32 $1.59 $(0.28)
Diluted
$1.51 $0.31 $1.55 $(0.28)
Weighted average shares used in per share calculation
Basic
109,039 110,447 108,561 110,170 
Diluted
111,601 112,715 111,373 110,170 





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

Three Months Ended
June 30,
(In thousands)20232022
Cost of product revenue$18,743 $20,417 
Adjustment:
Stock-based compensation expense(151)(132)
Non-GAAP cost of product revenue$18,592 $20,285 
Total operating expenses$84,539 $60,760 
Adjustments:
Stock-based compensation expense(11,224)(8,504)
Acquisition-related costs and retention bonus expense(478)(1,949)
Amortization of acquired intangible assets(382)(417)
Restructuring and other charges(9,494)— 
Expense on abandoned operating leases(195)(531)
Facility restoration costs(10)— 
Change in fair value of earn-out liability(6,900)5,500 
Non-GAAP total operating expenses$55,856 $54,859 
Interest and other income (expense), net$1,860 $2,390 
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(627)(1,455)
Non-cash interest expense on convertible notes— 45 
Non-GAAP interest and other income (expense), net$1,233 $980 





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

2023 Third Quarter Outlook
Three Months Ended
September 30, 2023
(In millions)LowHigh
Forward-looking operating costs and expenses$90.1 $86.1 
Adjustments:
Stock-based compensation expense(11.7)(11.7)
Amortization of acquired intangible assets(3.4)(3.4)
Forward-looking Non-GAAP operating costs and expenses$75.0 $71.0 
Forward-looking interest and other income (expense), net$1.4 $1.4 
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(0.4)(0.4)
Forward-looking Non-GAAP interest and other income (expense), net$1.0 $1.0