EX-99.1 2 ex991010182012.htm EX 99.1 ex991010182012.htm

Exhibit 99.1

RAMBUSLOGO

NEWS RELEASE
 
RAMBUS REPORTS THIRD QUARTER FINANCIAL RESULTS
 
Revenue of $57.5 million; GAAP net loss of $0.52 a share; Non-GAAP net income of $0.08 per share

Third Quarter Fiscal 2012 Business and Financial Highlights

·  
Quarterly revenue of $57.5 million; non-GAAP customer licensing income of $62.4 million
·  
Quarterly GAAP diluted loss per share of $0.52; non-GAAP diluted income per share of $0.08
·  
Signed patent license agreement with Fujitsu
·  
Secure Content Storage Association selects Cryptography Research to provide security expertise
·  
Restructuring initiatives expected to provide overall net cash savings of $30 million - $35 million annually
·  
The Company recorded a non-cash charge for the impairment of goodwill and long-lived assets in its Lighting and Display Technology Division of $35.5 million
 
SUNNYVALE, Calif. – October 18, 2012 – Rambus Inc. (NASDAQ:RMBS), one of the world’s premier technology licensing companies, today reported financial results for the third quarter ended September 30, 2012.

GAAP Financial Results:
 
Revenue for the third quarter of 2012 was $57.5 million, up 2% sequentially from the second quarter of 2012. This quarter-over-quarter increase was primarily due to recognition of one-time royalty revenue during the third quarter of 2012 from patent license agreement with Fujitsu. As compared to the third quarter of 2011, revenue was down 43% primarily due to recognition of one-time royalty revenue during the third quarter of 2011 from patent license agreements signed in the second and third quarter of 2011, lower royalties reported by certain licensees and a decrease in contract revenue. The decreased revenue for the third quarter of 2012 as compared to the prior year period was partially offset by revenue recognized from various new patent license agreements signed in 2012.
 
Revenue for the nine months ended September 30, 2012 was $176.6 million, down 23% from the same period last year, for the same reasons as discussed above.

Total operating costs and expenses for the third quarter of 2012 were $104.6 million, which included $2.6 million of general litigation expenses, $5.1 million of stock-based compensation expenses, $6.6 million of restructuring charges, $35.5 million of  impairment of goodwill and long-lived assets, $8.0 million of amortization expenses and $4.4 million of retention bonuses from past  business acquisitions. This is compared to total operating costs and expenses for the second quarter of 2012 of $78.0 million, which included general litigation expenses of $4.5 million, $6.2 million of stock-based compensation expenses, $7.9 million of amortization expenses and $7.7 million of acquisition-related deal costs and retention bonuses from past business acquisitions. Total operating costs and expenses for the third quarter of 2011 were $89.5 million, which included general litigation expenses of $23.5 million, $7.2 million of stock-based compensation expenses, $6.9 million of amortization expenses and $7.7 million of acquisition-related deal costs and retention bonuses from past business acquisitions.

Total operating costs and expenses for the nine months ended September 30, 2012 were $263.0 million, which included $11.2 million of general litigation expenses, $18.0 million of stock-based compensation expenses, $6.6 million of restructuring charges, $35.5 million of impairment of goodwill and long-lived assets, $23.5 million of amortization expenses and $21.5 million of acquisition-related deal costs and retention bonuses from past business acquisitions. This is compared to total operating costs and expenses for the nine months ended September 30, 2011 of $212.4 million, which included a $6.2 million gain related to the Samsung settlement, $44.2 million of general litigation expenses, $21.5 million of stock-based compensation expenses, $12.9 million of amortization expenses and $14.0 million of acquisition-related deal costs and retention bonuses from past business acquisitions. The change in total operating costs and expenses was primarily attributable to the impairment of goodwill and long-lived assets and restructuring charge taken during the third quarter of 2012, higher acquisition-related deal costs, retention bonuses and amortization expenses for business acquisitions, a lack of any gain from settlement, partially offset by lower general litigation expenses.

Net loss for the third quarter of 2012 was $58.1 million as compared to net loss of $32.2 million in the second quarter of 2012 and net income of $0.5 million in the third quarter of 2011. Diluted net loss per share for the third quarter of 2012 was $0.52 as compared to diluted net loss per share of $0.29 in the second quarter of 2012 and diluted net income per share of $0.00 in the third quarter of 2011.

Net loss for the nine months ended September 30, 2012 was $118.2 million as compared to a net loss of $14.3 million for the same period of 2011. Diluted net loss per share for the nine months ended September 30, 2012 was $1.07 as compared to a diluted net loss per share of $0.13 for the same period of 2011.

The Company updated the amount of the pre-tax charge it expects to record in the third quarter of 2012 in relation to its restructuring program announced on August 22, 2012. The charge is primarily driven by the reduction of overall corporate expenses which is expected to improve future profitability while refining some of the Company’s research and development efforts. The Company recorded a pre-tax charge of approximately $6.6 million during the third quarter of 2012 related primarily to the reduction in workforce, which included approximately $1.8 million in early termination payments to certain employees related to their previous retention bonus arrangements.

Additionally, the Company recorded a non-cash charge for the impairment of goodwill and long-lived assets within its Lighting and Display Technology division of approximately $35.5 million in the third quarter of 2012. The Company conducted this impairment review under the accounting rules as a result of the change in business strategy with less focus on display technology licensing and an increased focus on its general lighting technologies. Under generally accepted accounting principles, when indicators of potential impairment are identified, companies are required to conduct a review of the carrying amounts of goodwill and other long-lived assets to determine if impairment exists.

 
 

 

 
Non-GAAP Financial Results (1):
 
Customer licensing income in the third quarter of 2012 was $62.4 million, up 9% sequentially from the second quarter of 2012 for the reasons set out in the Company’s discussion of GAAP financial results above. As compared to the third quarter of 2011, customer licensing income was down 32% due to several factors, including recognition of one-time royalty revenue during the third quarter of 2011 from patent license agreements signed in the second and third quarter of 2011, lower royalties reported by certain licensees and the absence of new development contracts. This decline was partially offset by revenue recognized from various new patent license agreements signed in 2012. Customer licensing income for the nine months ended September 30, 2012 was $185.1 million as compared to $233.3 million in the same period of 2011 for the same reasons.

Total non-GAAP operating costs and expenses in the third quarter of 2012 were $45.0 million, which included general litigation expenses of $2.6 million. This is compared to total non-GAAP operating costs and expenses for the second quarter of 2012 of $56.0 million, which included general litigation expenses of $4.5 million. Total non-GAAP operating costs and expenses in the third quarter of 2011 were $66.8 million, which included general litigation expenses of $23.5 million. Non-GAAP operating costs and expenses for the nine months ended September 30, 2012 were $157.7 million as compared to $167.4 million in the same period of 2011 due primarily to lower litigation expenses, partially offset by higher headcount related costs from the increase in employee headcount attributable to business acquisitions and higher consulting costs.

Non-GAAP net income in the third quarter of 2012 was $9.0 million as compared to non-GAAP net loss of $1.1 million in the second quarter of 2012 and non-GAAP net income of $14.0 million in the third quarter of 2011. Non-GAAP diluted net income per share was $0.08 in the third quarter of 2012 as compared to non-GAAP diluted net loss per share of $0.01 in the second quarter of 2012 and non-GAAP net income of $0.12 in the third quarter of 2011. Non-GAAP net income for the nine months ended September 30, 2012 was $11.5 million as compared to $36.6 million in the same period of 2011. Non-GAAP diluted net income per share was $0.10 for the nine months ended September 30, 2012 as compared to non-GAAP diluted net income per share of $0.33 for the nine months ended September 30, 2011.

Other Financial Highlights:

Cash, cash equivalents, and marketable securities as of September 30, 2012 were $207.1 million, an increase of approximately $3.9 million from June 30, 2012 as a result of positive cash flows provided from operating activities.

During the third quarter of 2012, the Company recorded an income tax provision of approximately $3.9 million. As the Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, the Company’s tax provision consists of primarily foreign withholding taxes, current state taxes and foreign taxes.

The Company will host a conference call at 2:00 p.m. PT today to discuss its financial results. The call, audio and slides will be available online at http://investor.rambus.com/events.cfm. A replay will be available following the call on Rambus' Investor Relations website for one week at the following numbers: (855) 859-2056 (domestic) or (404) 537-3406 (international) with ID# 38404730.

(1)  
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: customer licensing income, operating costs and expenses, operating income (loss) and net income (loss). In computing each of these non-GAAP financial measures, the Company combined revenue, other patent royalties received but not recognized as revenue and gain from settlement, and excluded charges or gains relating to: stock-based compensation expenses, acquisition-related deal costs and retention bonus expense, amortization expenses, costs of restatement and related legal activities, restructuring charges, impairment charges and non-cash interest expense. 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:
 
Customer licensing income. Customer licensing income includes the Company’s measure of the total cash royalties received from its customers under its licensing agreements with them.  Prior to the second quarter of 2011, the Company bifurcated royalty payments that it received from Samsung between revenue and gain from settlement, which was reflected as reducing operating expenses. The Company has combined revenue from its customers, including Samsung, and the gain from the Samsung settlement as customer licensing income to reflect the total amounts received from all of its customers for the periods presented. In addition, customer licensing income includes other patent royalties received but not recognized as revenue. In the second quarter of 2011, a one-time receipt of a patent royalty payment from a customer was not recognized as revenue as not all revenue recognition criteria were met during the period. Upon meeting all of the revenue recognition criteria, the Company recognized this cash payment as revenue in the third quarter of 2011. In the third quarter of 2012, a receipt of a patent royalty payment from a customer was not recognized as revenue as not all revenue recognition criteria were met during the period.  Additionally, since the third quarter of 2011, the Company received patent royalty payments from certain patent license agreements assumed in the acquisition of CRI which were treated as favorable contracts. Cash received from these acquired favorable contracts reduced the favorable contract intangible asset on the Company’s balance sheet. The Company has combined these cash royalty payments as customer licensing income to reflect the total amounts received from its customers.
 
Stock-based compensation expense. These expenses consist primarily of expenses related 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 they 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 other peer companies.
 
Acquisition-related deal 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.

Restructuring charges. These charges may consist of severance, contractual retention payments, exit costs and other charges and are excluded because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Impairment of goodwill and long-lived assets. These charges consist of non-cash charges to goodwill and long-lived assets and are excluded because such charges are non-recurring and do not reduce the Company’s liquidity.
 
Amortization expense. The Company incurs expenses for the amortization of intangible assets in connection with 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 core operation of the Company’s business.
 
Costs of restatement and related legal activities. These expenses consist primarily of investigation, audit, legal and other professional fees related to the 2006-2007 stock option investigation and related litigation, as well as recoveries received from third parties. The Company excludes these costs and recoveries from its non-GAAP measures primarily because the Company believes that these non-recurring costs and recoveries have no direct correlation to the core operation of the Company’s business.
 
Non-cash interest expense. 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 assumes net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 36 percent. Accordingly, the Company has applied the 36 percent tax rate to its non-GAAP financial results to assist the Company’s planning for future periods.
 
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 one of the world’s premier technology licensing companies. As a company of inventors, Rambus focuses on the development of technologies that enrich the end-user experience of electronic systems. Additional information is available at www.rambus.com.
 
RMBSFN
 
Contacts:
 
Carolyn Robinson
Public Relations
Rambus Inc.
(408) 462-8717
crobinson@rambus.com
 
Nicole Noutsios
Investor Relations
Rambus Inc.
(408) 462-8050
nnoutsios@rambus.com

 
 

 


Rambus Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

 
 
 
September 30, 2012
   
December 31, 2011
 
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
  $ 152,206     $ 162,244  
Marketable securities
    54,880       127,212  
Accounts receivable
    452       1,026  
Prepaids and other current assets
    9,759       8,096  
Deferred taxes
    1,807       2,798  
Total current assets
    219,104       301,376  
Intangible assets, net
    160,408       181,955  
Goodwill
    124,969       115,148  
Property, plant and equipment, net
    84,255       81,105  
Deferred taxes, long-term
    7,575       7,531  
Other assets
    5,514       6,539  
Total assets
  $ 601,825     $ 693,654  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 7,841     $ 16,567  
Accrued salaries and benefits
    29,785       31,763  
Accrued litigation expenses
    10,035       10,502  
Other accrued liabilities
    13,448       6,479  
Total current liabilities
    61,109       65,311  
Long-term liabilities:
               
Convertible notes, long-term
    143,875       133,493  
Long-term imputed financing obligation
    45,878       43,793  
Other long-term liabilities
    20,137       21,263  
Total long-term liabilities
    209,890       198,549  
Total stockholders’ equity
    330,826       429,794  
Total liabilities and stockholders’ equity
  $ 601,825     $ 693,654  


 
 

 


Rambus Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

 
 
 
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
 
 
2012
   
2011
   
2012
   
2011
 
       
Revenue:
                       
Royalties
  $ 57,361     $ 96,216     $ 175,127     $ 216,421  
Contract revenue
    169       4,047       1,481       12,583  
Total revenue
    57,530       100,263       176,608       229,004  
Operating costs and expenses:
                               
Cost of revenue (1)
    7,529       7,425       22,032       16,632  
Research and development (1)
    30,674       32,318       107,415       79,855  
Marketing, general and administrative (1)
    24,255       48,952       91,283       119,416  
Restructuring charges
    6,622             6,622        
Impairment of goodwill and long-lived assets
    35,471             35,471        
Costs of restatement and related legal activities
    79       832       192       2,703  
Gain from settlement
                      (6,200 )
Total operating costs and expenses
    104,630       89,527       263,015       212,406  
Operating income (loss)
    (47,100 )     10,736       (86,407 )     16,598  
Interest and other income (expense), net
    (12 )     172       175       471  
Interest expense
    (7,121 )     (6,350 )     (20,420 )     (18,462 )
Interest and other expense, net
    (7,133 )     (6,178 )     (20,245 )     (17,991 )
Income (loss) before income taxes
    (54,233 )     4,558       (106,652 )     (1,393 )
Provision for income taxes
    3,865       4,080       11,552       12,944  
Net income (loss)
  $ (58,098 )   $ 478     $ (118,204 )   $ (14,337 )
Net income (loss) per share:
                               
Basic
  $ (0.52 )   $ 0.00     $ (1.07 )   $ (0.13 )
Diluted
  $ (0.52 )   $ 0.00     $ (1.07 )   $ (0.13 )
Weighted average shares used in per share calculation
                               
Basic
    110,826       112,334       110,580       109,997  
Diluted
    110,826       115,552       110,580       109,997  
                                 
_________
(1) Total stock-based compensation expense for the three and nine month periods ended September 30, 2012 and September 30, 2011 are presented as follows:
                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Cost of revenue
  $ 5     $ 90     $ 20     $ 499  
Research and development
  $ 2,221     $ 2,775     $ 7,572     $ 7,777  
Marketing, general and administrative
  $ 2,863     $ 4,354     $ 10,438     $ 13,262  

 

 
 

 


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

   
Three Months Ended
 
Nine Months Ended
 
   
September 30, 2012
   
June 30, 2012
 
September 30, 2011
 
September 30, 2012
   
September 30, 2011
 
                           
Revenue
  $ 57,530     $ 56,215     $ 100,263     $ 176,608     $ 229,004  
Adjustments:
                                       
Gain from settlement
                            6,200  
Other patent royalties received
    4,875       1,201       (8,625     8,490       (1,875
Total customer licensing income
  $ 62,405     $ 57,416     $ 91,638     $ 185,098     $ 233,329  
                                         
Operating costs and expenses
  $ 104,630     $ 77,964     $ 89,527     $ 263,015     $ 212,406  
Adjustments:
                                       
Stock-based compensation
    (5,089 )     (6,215 )     (7,219 )     (18,030 )     (21,538 )
Acquisition-related deal costs and retention bonuses
    (4,437 )     (7,699 )     (7,702 )     (21,487 )     (14,037 )
Amortization
    (7,977 )     (7,943 )     (6,927 )     (23,536 )     (12,909 )
Restructuring charges
    (6,622 )                 (6,622 )      
Impairment of goodwill and long-lived assets
    (35,471 )                 (35,471 )      
Costs of restatement and related legal activities
    (79 )     (83 )     (832 )     (192 )     (2,703 )
Gain from settlement
                            6,200  
Non-GAAP operating costs and expenses
  $ 44,955     $ 56,024     $ 66,847     $ 157,677     $ 167,419  
                                         
Operating income (loss)
  $ (47,100 )   $ (21,749 )   $ 10,736     $ (86,407 )   $ 16,598  
Adjustments:
                                       
Other patent royalties received
    4,875       1,201       (8,625     8,490       (1,875
Stock-based compensation
    5,089       6,215       7,219       18,030       21,538  
Acquisition-related deal costs and retention bonuses
    4,437       7,699       7,702       21,487       14,037  
Amortization
    7,977       7,943       6,927       23,536       12,909  
Restructuring charges
    6,622                   6,622        
Impairment of goodwill and long-lived assets
    35,471                   35,471        
Costs of restatement and related legal activities
    79       83       832       192       2,703  
Non-GAAP operating income
  $ 17,450     $ 1,392     $ 24,791     $ 27,421     $ 65,910  
 
                                       
Income (loss) before income taxes
  $ (54,233 )   $ (28,379 )   $ 4,558     $ (106,652 )   $ (1,393 )
Adjustments:
                                       
Other patent royalties received
    4,875       1,201       (8,625 )     8,490       (1,875 )
Stock-based compensation
    5,089       6,215       7,219       18,030       21,538  
Acquisition-related deal costs and retention bonuses
    4,437       7,699       7,702       21,487       14,037  
Amortization
    7,977       7,943       6,927       23,536       12,909  
Restructuring charges
    6,622                   6,622        
Impairment of goodwill and long-lived assets
    35,471                   35,471        
Costs of restatement and related legal activities
    79       83       832       192       2,703  
Non-cash interest expense on convertible notes
    3,789       3,557       3,254       10,856       9,326  
Non-GAAP income (loss) before income taxes
  $ 14,106     $ (1,681 )   $ 21,867     $ 18,032     $ 57,245  
Non-GAAP provision for (benefit from) income taxes
    5,078       (606 )     7,872       6,491       20,618  
Non-GAAP net income (loss)
  $ 9,028     $ (1,075 )   $ 13,995     $ 11,541     $ 36,627  
 
                                       
Non-GAAP basic net income (loss) per share
  $ 0.08     $ (0.01 )   $ 0.12     $ 0.10     $ 0.33  
Non-GAAP diluted net income (loss) per share
  $ 0.08     $ (0.01 )   $ 0.12     $ 0.10     $ 0.33  
Weighted average shares used in non-GAAP per share calculation:
                                       
Basic
    110,826       110,553       112,334       110,580       109,997  
Diluted
    117,738       110,553       115,552       117,569       112,525