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8-K - 8-K - RAMBUS INCa12-9977_18k.htm

Exhibit 99.1

 

 

RAMBUS REPORTS FIRST QUARTER FINANCIAL RESULTS

 

First Quarter Fiscal 2012 Business and Financial Highlights

 

·                  Quarterly revenue of $62.9 million; non-GAAP customer licensing income of $65.3 million

·                  Quarterly GAAP diluted loss per share of $0.25; non-GAAP diluted income per share of $0.03

·                  Signed five-year patent license agreements with nVidia and MediaTek Inc., settling all outstanding claims, including resolution of past use of Rambus’ patented innovations

·                  Acquired privately-held Unity Semiconductor, an innovative technology company focused on non-volatile memory solutions

 

SUNNYVALE, Calif. – April 19, 2012 – Rambus Inc. (NASDAQ:RMBS), one of the world’s premier technology licensing companies, today reported financial results for the first quarter ended March 31, 2012.

 

GAAP Financial Results:

 

Revenue for the first quarter of 2012 was $62.9 million, down 25% sequentially from the fourth quarter of 2011.  This quarter-over-quarter decline was primarily due to recognition of one-time royalty revenue during the fourth quarter of 2011 from a licensing agreement with Broadcom and lower royalties reported by certain licensees, due to seasonality.  This decline was partially offset by a new patent license agreement signed with MediaTek in the first quarter of 2012. As compared to the first quarter of 2011, revenue was up 1% primarily due to the complete allocation of Samsung’s quarterly license payment to revenue since the second quarter of 2011 and revenue recognized from various new patent license agreements signed in the past year.  The increased revenue is also due to revenue from patent license agreements resulting from the acquisition of Cryptography Research Inc. (“CRI”), partially offset by lower royalties reported by certain licensees, and expiration of a patent license agreement in the second quarter of 2011.

 

Total operating costs and expenses for the first quarter of 2012 were $80.4 million, which included general litigation expenses of $4.1 million, $6.7 million of stock-based compensation expenses, and $14.9 million related to deal costs, retention bonuses and amortization expenses for business acquisitions which occurred during the past twelve months. This is compared to total operating costs and expenses for the fourth quarter of 2011 of $101.5 million, which included general litigation expenses of $16.8 million, $6.5 million of stock-based compensation expenses, $13.5 million for previous stock-based compensation restatement and related legal expenses, and $13.1 million related to retention bonuses and amortization expenses from the acquisition of CRI. Total operating costs and expenses in the first quarter of 2011 were $54.2 million, which included general litigation expenses of $9.2 million, $7.3 million of stock-based compensation expenses, $1.2 million for previous stock-based compensation restatement and related legal expenses, and a $6.2 million credit for gain from the Samsung settlement.

 

Net loss for the first quarter of 2012 was $27.9 million as compared to net loss of $28.7 million in the fourth quarter of 2011 and net loss of $4.2 million in the first quarter of 2011. Diluted net loss per share for the first quarter of 2012 was $0.25 as compared to net loss per share of $0.26 in the fourth quarter of 2011 and net loss per share of $0.04 in the first quarter of 2011.

 

Non-GAAP Financial Results (1):

 

Customer licensing income in the first quarter of 2012 was $65.3 million, down 23% sequentially from the fourth quarter of 2011 for the reasons set out in the Company’s discussion of GAAP Financial results above. As compared to the first quarter of 2011, customer licensing income was down 5% primarily due to lower royalties reported by certain licensees and expiration of a patent license agreement in the second quarter of 2011, partially offset by revenue recognized from various new patent license agreements signed in the past year as well as revenue from CRI patent license agreements.

 

Total non-GAAP operating costs and expenses in the first quarter of 2012 were $56.7 million, which included general litigation expenses of $4.1 million. This is compared to total non-GAAP operating costs and expenses for the fourth quarter of 2011 of $66.4 million, which included general litigation expenses of $16.8 million. Total operating costs and expenses in the first quarter of 2011 were $49.9 million, which included general litigation expenses of $9.2 million.

 

Non-GAAP net income in the first quarter of 2012 was $3.6 million as compared to $9.7 million in the fourth quarter of 2011 and $10.2 million in the first quarter of 2011. Non-GAAP diluted net income per share was $0.03 in the first quarter of 2012 as compared to $0.08 in the fourth quarter of 2011 and $0.09 in the first quarter of 2011.

 



 

Other Financial Highlights:

 

Cash, cash equivalents, and marketable securities as of March 31, 2012 were $232.5 million, a decrease of approximately $57.0 million from December 31, 2011.  During the first quarter of 2012, the Company used $31.1 million to acquire privately-held Unity Semiconductor and an additional $11.6 million on other acquisitions.

 

During the first 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 withholding taxes and current state 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# 69256005.

 

(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 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 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. 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 nonvested equity stock and nonvested 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.

 

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 asset impairments, restructuring charges or significant gains or losses from contingencies that the Company may exclude 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:

 

Linda Ashmore

Public Relations

Rambus Inc.

(408) 462-8411

lashmore@rambus.com

 

Nicole Noutsios

Investor Relations

Rambus Inc.

(408) 462-8050

nnoutsios@rambus.com

 



 

Rambus Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

March 31,
2012

 

December 31,
2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

188,548

 

$

162,244

 

Marketable securities

 

43,970

 

127,212

 

Accounts receivable

 

728

 

1,026

 

Prepaids and other current assets

 

7,010

 

8,096

 

Deferred taxes

 

2,798

 

2,798

 

Total current assets

 

243,054

 

301,376

 

Intangible assets, net

 

194,895

 

181,955

 

Goodwill

 

138,669

 

115,148

 

Property, plant and equipment, net

 

81,928

 

81,105

 

Deferred taxes, long-term

 

7,531

 

7,531

 

Other assets

 

7,609

 

6,539

 

Total assets

 

$

673,686

 

$

693,654

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

6,615

 

$

16,567

 

Accrued salaries and benefits

 

26,830

 

31,763

 

Accrued litigation expenses

 

10,808

 

10,502

 

Other accrued liabilities

 

15,173

 

6,479

 

Total current liabilities

 

59,426

 

65,311

 

Long-term liabilities:

 

 

 

 

 

Convertible notes, long-term

 

136,845

 

133,493

 

Long-term imputed financing obligation

 

44,285

 

43,793

 

Other long-term liabilities

 

24,717

 

21,263

 

Total long-term liabilities

 

205,847

 

198,549

 

Total stockholders’ equity

 

408,413

 

429,794

 

Total liabilities and stockholders’ equity

 

$

673,686

 

$

693,654

 

 



 

Rambus Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Revenue:

 

 

 

 

 

Royalties

 

$

62,043

 

$

59,235

 

Contract revenue

 

820

 

3,292

 

Total revenue

 

62,863

 

62,527

 

Operating costs and expenses:

 

 

 

 

 

Cost of revenue (1)

 

7,163

 

3,149

 

Research and development (1)

 

38,394

 

23,317

 

Marketing, general and administrative (1)

 

34,834

 

32,732

 

Costs of restatement and related legal activities

 

30

 

1,159

 

Gain from settlement

 

 

(6,200

)

Total operating costs and expenses

 

80,421

 

54,157

 

Operating income (loss)

 

(17,558

)

8,370

 

Interest income and other income (expense), net

 

(815

)

(652

)

Interest expense

 

(5,667

)

(5,172

)

Interest and other income (expense), net

 

(6,482

)

(5,824

)

Income (loss) before income taxes

 

(24,040

)

2,546

 

Provision for income taxes

 

3,850

 

6,776

 

Net loss

 

$

(27,890

)

$

(4,230

)

Net loss per share:

 

 

 

 

 

Basic

 

$

(0.25

)

$

(0.04

)

Diluted

 

$

(0.25

)

$

(0.04

)

 

 

 

 

 

 

Weighted average shares used in per share calculation

 

 

 

 

 

Basic

 

110,358

 

107,613

 

Diluted

 

110,358

 

107,613

 

 


(1) Total stock-based compensation expense for the three month periods ended March 31, 2012 and March 31, 2011 are presented as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Cost of revenue

 

$

10

 

$

123

 

Research and development

 

$

2,720

 

$

2,512

 

Marketing, general and administrative

 

$

3,996

 

$

4,655

 

 



 

Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31, 2012

 

December 31, 2011

 

March 31, 2011

 

 

 

 

 

 

 

 

 

Revenue

 

$

62,863

 

$

83,359

 

$

62,527

 

Adjustments:

 

 

 

 

 

 

 

Gain from settlement

 

 

 

6,200

 

Other patent royalties received

 

2,414

 

1,125

 

 

Total customer licensing income

 

$

65,277

 

$

84,484

 

$

68,727

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

$

80,421

 

$

101,493

 

$

54,157

 

Adjustments:

 

 

 

 

 

 

 

Stock-based compensation

 

(6,726

)

(6,458

)

(7,290

)

Acquisition related deal costs and retention bonuses

 

(9,351

)

(7,878

)

 

Amortization

 

(7,616

)

(7,283

)

(1,979

)

Costs of restatement and related legal activities

 

(30

)

(13,484

)

(1,159

)

Gain from settlement

 

 

 

6,200

 

Non-GAAP operating costs and expenses

 

$

56,698

 

$

66,390

 

$

49,929

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(17,558

)

$

(18,134

)

$

8,370

 

Adjustments:

 

 

 

 

 

 

 

Other patent royalties received

 

2,414

 

1,125

 

 

Stock-based compensation

 

6,726

 

6,458

 

7,290

 

Acquisition related deal costs and retention bonuses

 

9,351

 

7,878

 

 

Amortization

 

7,616

 

7,283

 

1,979

 

Costs of restatement and related legal activities

 

30

 

13,484

 

1,159

 

Non-GAAP operating income

 

$

8,579

 

$

18,094

 

$

18,798

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

(24,040

)

$

(24,408

)

2,546

 

Adjustments:

 

 

 

 

 

 

 

Other patent royalties received

 

2,414

 

1,125

 

 

Stock-based compensation

 

6,726

 

6,458

 

7,290

 

Acquisition related deal costs and retention bonuses

 

9,351

 

7,878

 

 

Amortization

 

7,616

 

7,283

 

1,979

 

Costs of restatement and related legal activities

 

30

 

13,484

 

1,159

 

Non-cash interest expense on convertible notes

 

3,510

 

3,296

 

3,016

 

Non-GAAP income before income taxes

 

$

5,607

 

$

15,116

 

$

15,990

 

Non-GAAP provision for income taxes

 

2,019

 

5,442

 

5,756

 

Non-GAAP net income

 

$

3,588

 

$

9,674

 

$

10,234

 

 

 

 

 

 

 

 

 

Non-GAAP basic net income per share

 

$

0.03

 

$

0.09

 

$

0.10

 

Non-GAAP diluted net income per share

 

$

0.03

 

$

0.08

 

$

0.09

 

 

 

 

 

 

 

 

 

Weighted average shares used in non-GAAP per share calculation:

 

 

 

 

 

 

 

Basic

 

110,358

 

110,171

 

107,613

 

Diluted

 

115,717

 

115,315

 

110,626