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Published: 2023-10-30 16:09:27 ET
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EX-99.1 2 rmbs-ex991_2023930xer.htm EX-99.1 Document


Exhibit 99.1

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News Release
RAMBUS REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS

•Delivered strong Q3 results with revenue and earnings above the midpoint of guidance
•Generated $51.6 million in cash from operations and completed $100.0 million accelerated share repurchase program
•Completed the sale of the PHY IP business, strengthening focus on chips and digital IP
•Produced quarterly product revenue of $52.2 million driven by memory interface chips

SAN JOSE, Calif. – October 30, 2023 – 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, 2023. GAAP revenue for the third quarter was $105.3 million, licensing billings were $57.9 million, product revenue was $52.2 million, and contract and other revenue was $24.2 million. The Company also generated $51.6 million in cash provided by operating activities in the third quarter.

“Rambus delivered a strong third quarter, as we continue to execute on our strategy, drive the company's long-term profitable growth and consistently return value to our stockholders amidst challenging market conditions,” said Luc Seraphin, chief executive officer of Rambus. “We are well positioned to address the increasing memory performance requirements in the data center fueled by AI and other advanced workloads."

Quarterly Financial Review - GAAP
Three Months Ended
September 30,
(In millions, except for percentages and per share amounts)20232022
Revenue
Product revenue$52.2 $58.6 
Royalties28.9 29.9 
Contract and other revenue24.2 23.7 
Total revenue105.3 112.2 
Cost of product revenue19.4 21.9 
Cost of contract and other revenue1.3 1.5 
Amortization of acquired intangible assets (included in total cost of revenue)3.3 3.6 
Total operating expenses (benefits) (1)
(23.6)68.3 
Operating income$104.9 $16.9 
Operating margin100 %15 %
Net income $103.2 $0.9 
Diluted net income per share$0.93 $0.01 
Net cash provided by operating activities$51.6 $80.0 
_________________________________________
(1)    Includes amortization of acquired intangible assets of approximately $0.3 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively.



Quarterly Financial Review - Supplemental Information(1)
Three Months Ended
September 30,
(In millions)20232022
Licensing billings (operational metric) (2)
$57.9 $62.2 
Product revenue (GAAP)$52.2 $58.6 
Contract and other revenue (GAAP)$24.2 $23.7 
Non-GAAP cost of product revenue$19.2 $21.8 
Cost of contract and other revenue (GAAP)$1.3 $1.5 
Non-GAAP total operating expenses$52.4 $54.6 
Non-GAAP interest and other income (expense), net$1.9 $1.6 
Diluted share count (GAAP)111 112 
_________________________________________
(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 $105.3 million. The Company also had licensing billings of $57.9 million, product revenue of $52.2 million, and contract and other revenue of $24.2 million. The Company had total GAAP cost of revenue of $24.0 million and operating benefits of $(23.6) million. The Company also had total non-GAAP operating expenses of $72.9 million (including non-GAAP cost of revenue of $20.5 million). The Company had GAAP diluted net income per share of $0.93, largely driven by a net gain on divestiture of $90.8 million from the sale of the Company's PHY IP business in the third quarter. 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 September 30, 2023 were $375.5 million, an increase of $42.9 million from June 30, 2023, mainly due to $51.6 million in cash provided by operating activities and the net proceeds from the PHY IP business divestiture of $106.3 million, partly offset by $100.0 million paid in connection with an accelerated share repurchase program.

2023 Fourth Quarter Outlook

The Company will discuss its full revenue guidance for the fourth quarter of 2023 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)
$56 - $62$56 - $62
Product revenue (GAAP)$52 - $58$52 - $58
Contract and other revenue (GAAP)$17 - $23$17 - $23
Total operating costs and expenses$88 - $84$73 - $69
Interest and other income (expense), net$2$2
Diluted share count110110
_________________________________________
(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 2023, the Company expects licensing billings to be between $56 million and $62 million. The Company also expects royalty revenue to be between $42 million and $48 million, product revenue to be between $52 million and $58 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 $88 million and $84 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $73 million and $69 million. These expectations also assume non-GAAP interest and other income (expense), net, of $2 million, a tax rate of 24% and diluted share count of 110 million, and


exclude stock-based compensation expense of $11 million, amortization of acquired intangible assets of $4 million, and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements of $0 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 (+1) 929-458-6194 (international) with ID# 195743.

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, restructuring and other charges, expense on abandoned operating leases, facility restoration costs, gain on divestiture, impairment of assets, change in fair value of earn-out liability, gain on sale of equity security, 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.



Gain on divestiture. Reflects the gain on the sale of the Company's PHY IP business. The Company excludes these charges (benefits) because such charges (benefits) are not directly related to ongoing business results and do not reflect expected future operating expenses (benefits).

Impairment of assets. These charges primarily consist of non-cash charges to long-lived assets and other assets resulting from the divestiture of the Company's PHY IP business, and are excluded because such charges are non-recurring and do not reduce the Company’s liquidity.

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 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 solutions 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 fourth 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)
September 30,
2023		December 31,
2022
ASSETS


Current assets:


Cash and cash equivalents
$131,957 $125,334 
Marketable securities
243,588 187,892 
Accounts receivable
65,101 55,368 
Unbilled receivables
64,252 125,698 
Inventories
34,615 20,900 
Prepaids and other current assets
11,112 12,022 
Total current assets
550,625 527,214 
Intangible assets, net
32,015 50,880 
Goodwill
286,812 292,040 
Property, plant and equipment, net
73,466 86,255 
Operating lease right-of-use assets20,964 24,143 
Deferred tax assets
131,020 3,031 
Unbilled receivables
3,479 25,222 
Income taxes receivable84,487 1,064 
Other assets
1,463 2,745 
Total assets
$1,184,331 $1,012,594 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$15,682 $24,815 
Accrued salaries and benefits
13,076 20,502 
Convertible notes
— 10,378 
Deferred revenue
17,459 23,861 
Income taxes payable
8,638 18,137 
Operating lease liabilities
4,174 5,024 
Other current liabilities
25,167 23,992 
Total current liabilities
84,196 126,709 
Long-term liabilities:
Long-term operating lease liabilities
26,117 29,079 
Long-term income taxes payable
77,655 5,892 
Deferred tax liabilities
5,819 24,964 
Other long-term liabilities
34,978 46,653 
Total long-term liabilities
144,569 106,588 
Total stockholders’ equity
955,566 779,297 
Total liabilities and stockholders’ equity
$1,184,331 $1,012,594 





Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share amounts)
2023202220232022
Revenue:
Product revenue
$52,181 $58,619 $170,934 $159,890 
Royalties
28,857 29,878 97,698 108,380 
Contract and other revenue
24,260 23,747 70,260 64,156 
Total revenue
105,298 112,244 338,892 332,426 
Cost of revenue:
Cost of product revenue
19,388 21,953 64,554 60,767 
Cost of contract and other revenue
1,295 1,455 4,280 3,053 
Amortization of acquired intangible assets
3,349 3,576 10,472 10,375 
Total cost of revenue
24,032 26,984 79,306 74,195 
Gross profit
81,266 85,260 259,586 258,231 
Operating expenses (benefits):
Research and development
37,368 39,295 120,842 118,648 
Sales, general and administrative
25,333 26,198 82,484 79,409 
Amortization of acquired intangible assets
258 433 1,022 1,259 
Restructuring and other charges (recoveries)
(100)— 9,394 — 
Gain on divestiture(90,843)— (90,843)— 
Impairment of assets10,045 — 10,045 — 
Change in fair value of earn-out liability
(5,666)2,411 8,134 (1,889)
Total operating expenses (benefits)
(23,605)68,337 141,078 197,427 
Operating income
104,871 16,923 118,508 60,804 
Interest income and other income (expense), net
2,715 2,838 7,112 6,936 
Gain on fair value of equity security— 3,547 — 3,547 
Loss on extinguishment of debt— (17,129)— (83,626)
Loss on fair value adjustment of derivatives, net— (2,302)(240)(10,585)
Interest expense
(356)(437)(1,113)(1,390)
Interest and other income (expense), net
2,359 (13,483)5,759 (85,118)
Income (loss) before income taxes
107,230 3,440 124,267 (24,314)
Provision for (benefit from) income taxes
4,032 2,501 (151,092)5,945 
Net income (loss)
$103,198 $939 $275,359 $(30,259)
Net income (loss) per share:
Basic
$0.95 $0.01 $2.54 $(0.27)
Diluted
$0.93 $0.01 $2.48 $(0.27)
Weighted average shares used in per share calculation
Basic
108,317 109,968 108,412 110,102 
Diluted
110,775 111,962 111,179 110,102 




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

Three Months Ended
September 30,
(In thousands)20232022
Cost of product revenue$19,388 $21,953 
Adjustment:
Stock-based compensation expense(149)(142)
Non-GAAP cost of product revenue$19,239 $21,811 
Total operating expenses (benefits)$(23,605)$68,337 
Adjustments:
Stock-based compensation expense(9,889)(8,730)
Acquisition-related costs and retention bonus expense(37)(1,627)
Amortization of acquired intangible assets(258)(433)
Restructuring and other recoveries100 — 
Expense on abandoned operating leases(40)(520)
Facility restoration costs3 — 
Severance costs(373)— 
Gain on divestiture90,843 — 
Impairment of assets(10,045)— 
Change in fair value of earn-out liability5,666 (2,411)
Non-GAAP total operating expenses$52,365 $54,616 
Interest and other income (expense), net$2,359 $(13,483)
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(426)(1,248)
Non-cash interest expense on convertible notes— 33 
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$1,933 $1,636 




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

2023 Fourth Quarter Outlook
Three Months Ended
December 31, 2023
(In millions)LowHigh
Forward-looking operating costs and expenses$87.5 $83.5 
Adjustments:
Stock-based compensation expense(11.0)(11.0)
Amortization of acquired intangible assets(3.5)(3.5)
Forward-looking Non-GAAP operating costs and expenses$73.0 $69.0 
Forward-looking interest and other income (expense), net$2.2 $2.2 
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(0.2)(0.2)
Forward-looking Non-GAAP interest and other income (expense), net$2.0 $2.0