0000917273false00009172732024-10-282024-10-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 28, 2024

Rambus Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-22339 94-3112828
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I. R. S. Employer
Identification No.)

4453 North First Street, Suite 100
San Jose, California 95134
(Address of principal executive offices)
(408) 462-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $.001 Par ValueRMBSThe Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 – Results of Operations and Financial Condition.

On October 28, 2024, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.
99.1
104Cover Page Interactive Date File (formatted as inline XBRL and contained in Exhibit 101)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
Date: October 28, 2024   Rambus Inc.
   
    /s/ Desmond Lynch
    Desmond Lynch, Senior Vice President, Finance and
Chief Financial Officer



Exhibit 99.1

rambuslogoa01a01a02a01a06.gif
News Release
RAMBUS REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

•Delivered $66.4 million in product revenue, up 17% sequentially and 27% year over year
•Achieved strong sequential earnings growth and generated excellent cash from operations of $62.1 million
•Unveiled industry-first complete chipsets for next-generation, industry-standard DDR5 MRDIMMs and RDIMMs for the data center and AI

SAN JOSE, Calif. – October 28, 2024 – 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, 2024. GAAP revenue for the third quarter was $145.5 million, licensing billings were $65.4 million, product revenue was $66.4 million, and contract and other revenue was $15.0 million. The Company also generated $62.1 million in cash provided by operating activities in the third quarter.

“We delivered strong sequential growth in Q3, fueled by a double-digit increase in product revenue, and generated excellent cash from operations,” said Luc Seraphin, chief executive officer of Rambus. “Building on our strong execution and strategic investment in new leadership products, we introduced the industry’s first complete chipsets for industry-standard DDR5 MRDIMM 12800 and RDIMM 8000 to address the rising performance needs of the data center and AI. These new chips represent a significant expansion of our addressable market and support the company’s long-term growth.”

Quarterly Financial Review - GAAP
Three Months Ended
September 30,
(In millions, except for percentages and per share amounts)20242023
Revenue
Product revenue$66.4 $52.2 
Royalties64.1 28.9 
Contract and other revenue15.0 24.2 
Total revenue145.5 105.3 
Cost of product revenue24.6 19.4 
Cost of contract and other revenue0.8 1.3 
Amortization of acquired intangible assets (included in total cost of revenue)2.8 3.3 
Total operating expenses (benefits) (1)
62.7 (23.6)
Operating income$54.6 $104.9 
Operating margin38 %100 %
Net income $48.7 $103.2 
Diluted net income per share$0.45 $0.93 
Net cash provided by operating activities$62.1 $51.6 
_________________________________________
(1)    Includes amortization of acquired intangible assets of approximately $0.1 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively.



Quarterly Financial Review - Supplemental Information(1)
Three Months Ended
September 30,
(In millions)20242023
Licensing billings (operational metric) (2)
$65.4 $57.9 
Product revenue (GAAP)$66.4 $52.2 
Contract and other revenue (GAAP)$15.0 $24.2 
Non-GAAP cost of product revenue$24.4 $19.2 
Cost of contract and other revenue (GAAP)$0.8 $1.3 
Non-GAAP total operating expenses$55.3 $52.4 
Non-GAAP interest and other income (expense), net$4.2 $1.9 
Diluted share count (GAAP)108 111 
_________________________________________
(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 $145.5 million. The Company also had licensing billings of $65.4 million, product revenue of $66.4 million, and contract and other revenue of $15.0 million. The Company had total GAAP cost of revenue of $28.1 million and operating expenses of $62.7 million. The Company also had total non-GAAP operating expenses of $80.5 million (including non-GAAP cost of revenue of $25.2 million). The Company had GAAP diluted net income per share of $0.45. The Company’s basic share count was 107 million shares and its diluted share count was 108 million shares.

Cash, cash equivalents, and marketable securities as of September 30, 2024 were $432.7 million, which remained flat from June 30, 2024, mainly due to $62.1 million in cash provided by operating activities, offset by $50 million paid in connection with a share repurchase program and $9.9 million paid to acquire property, plant and equipment.

2024 Fourth Quarter Outlook

The Company will discuss its full revenue guidance for the fourth quarter of 2024 during its upcoming conference call. The following table sets forth the fourth quarter outlook for other measures.
(In millions)GAAP
Non-GAAP (1)
Licensing billings (operational metric) (2)
$57 - $63$57 - $63
Product revenue (GAAP)$72 - $78$72 - $78
Contract and other revenue (GAAP)$22 - $28$22 - $28
Total operating costs and expenses$101 - $97$86 - $82
Interest and other income (expense), net$4$4
Diluted share count108108
_________________________________________
(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 2024, the Company expects licensing billings to be between $57 million and $63 million. The Company also expects royalty revenue to be between $54 million and $60 million, product revenue to be between $72 million and $78 million, and contract and other revenue to be between $22 million and $28 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 $101 million and $97 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $86 million and $82 million. These expectations also assume a tax rate of 22% and a diluted share count of 108 million, and exclude stock-based compensation expense of $13 million and amortization of acquired intangible assets of $2 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# 719712.

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/divestiture costs and retention bonus expense, amortization of acquired intangible assets, restructuring and other charges (benefits), expense on abandoned operating leases, facility restoration costs, gain on divestiture, change in fair value of earn-out liability, impairment of assets, 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 (recoveries). These charges (recoveries) may consist of severance, contractual retention payments, exit costs and other charges and are excluded because such charges (recoveries) 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 property, plant and equipment assets, which 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.

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 22 percent and 24 percent for 2024 and 2023, respectively, 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 2024 and related drivers, and the Company’s ability to effectively manage 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. 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,
2024		December 31,
2023
ASSETS


Current assets:


Cash and cash equivalents
$113,980 $94,767 
Marketable securities
318,717 331,077 
Accounts receivable
87,198 82,925 
Unbilled receivables
30,778 50,872 
Inventories
48,905 36,154 
Prepaids and other current assets
12,435 34,850 
Total current assets
612,013 630,645 
Intangible assets, net
19,389 28,769 
Goodwill
286,812 286,812 
Property, plant and equipment, net
73,374 67,808 
Operating lease right-of-use assets21,039 21,497 
Deferred tax assets
129,348 127,892 
Income taxes receivable104,270 88,768 
Other assets
5,325 6,036 
Total assets
$1,251,570 $1,258,227 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$20,365 $18,074 
Accrued salaries and benefits
13,966 17,504 
Deferred revenue
18,404 17,393 
Income taxes payable
1,114 5,099 
Operating lease liabilities
5,397 4,453 
Other current liabilities
14,881 26,598 
Total current liabilities
74,127 89,121 
Long-term liabilities:
Long-term operating lease liabilities
24,794 26,255 
Long-term income taxes payable
101,350 78,947 
Other long-term liabilities
12,314 25,803 
Total long-term liabilities
138,458 131,005 
Total stockholders’ equity
1,038,985 1,038,101 
Total liabilities and stockholders’ equity
$1,251,570 $1,258,227 





Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands, except per share amounts)
2024202320242023
Revenue:
Product revenue
$66,394 $52,181 $173,446 $170,934 
Royalties
64,105 28,857 167,961 97,698 
Contract and other revenue
15,014 24,260 54,115 70,260 
Total revenue
145,513 105,298 395,522 338,892 
Cost of revenue:
Cost of product revenue
24,554 19,388 67,381 64,554 
Cost of contract and other revenue
752 1,295 2,307 4,280 
Amortization of acquired intangible assets
2,796 3,349 8,904 10,472 
Total cost of revenue
28,102 24,032 78,592 79,306 
Gross profit
117,411 81,266 316,930 259,586 
Operating expenses (benefits):
Research and development
41,299 37,368 119,183 120,842 
Sales, general and administrative
25,867 25,333 76,096 82,484 
Amortization of acquired intangible assets
94 258 476 1,022 
Restructuring and other charges (recoveries)
— (100)— 9,394 
Gain on divestiture— (90,843)— (90,843)
Impairment of assets— 10,045 1,071 10,045 
Change in fair value of earn-out liability
(4,544)(5,666)(5,044)8,134 
Total operating expenses (benefits)
62,716 (23,605)191,782 141,078 
Operating income
54,695 104,871 125,148 118,508 
Interest income and other income (expense), net
4,667 2,715 13,654 7,112 
Loss on fair value adjustment of derivatives, net— — — (240)
Interest expense
(327)(356)(1,064)(1,113)
Interest and other income (expense), net
4,340 2,359 12,590 5,759 
Income before income taxes
59,035 107,230 137,738 124,267 
Provision for (benefit from) income taxes
10,370 4,032 20,119 (151,092)
Net income
$48,665 $103,198 $117,619 $275,359 
Net income per share:
Basic
$0.45 $0.95 $1.09 $2.54 
Diluted
$0.45 $0.93 $1.08 $2.48 
Weighted average shares used in per share calculation
Basic
107,235 108,317 107,681 108,412 
Diluted
108,474 110,775 109,318 111,179 




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

Three Months Ended
September 30,
(In thousands)20242023
Cost of product revenue$24,554 $19,388 
Adjustment:
Stock-based compensation expense(117)(149)
Non-GAAP cost of product revenue$24,437 $19,239 
Total operating expenses (benefits)$62,716 $(23,605)
Adjustments:
Stock-based compensation expense(11,881)(9,889)
Acquisition-related costs and retention bonus expense(17)(37)
Amortization of acquired intangible assets(94)(258)
Restructuring and other recoveries— 100 
Expense on abandoned operating leases— (40)
Facility restoration costs— 3 
Severance costs— (373)
Gain on divestiture— 90,843 
Impairment of assets— (10,045)
Change in fair value of earn-out liability4,544 5,666 
Non-GAAP total operating expenses$55,268 $52,365 
Interest and other income (expense), net$4,340 $2,359 
Adjustment:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(163)(426)
Non-GAAP interest and other income (expense), net$4,177 $1,933 




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

2024 Fourth Quarter Outlook
Three Months Ended
December 31, 2024
(In millions)LowHigh
Forward-looking operating costs and expenses$101.0 $97.0 
Adjustments:
Stock-based compensation expense(13.0)(13.0)
Amortization of acquired intangible assets(2.0)(2.0)
Forward-looking Non-GAAP operating costs and expenses$86.0 $82.0 



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Oct. 28, 2024
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Document Period End Date Oct. 28, 2024
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Entity Address, Address Line Two Suite 100
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