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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)

FEBRUARY 5, 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 February 5, 2024, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended December 31, 2023. 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: February 5, 2024   Rambus Inc.
   
    /s/ Desmond Lynch
    Desmond Lynch, Senior Vice President, Finance and
Chief Financial Officer


Exhibit 99.1

rambuslogonewa01a.gif
News Release
RAMBUS REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 FINANCIAL RESULTS

•Delivered strong Q4 results with revenue and earnings at the high end of guidance
•Generated $54.8 million in cash from operations in Q4
•Produced quarterly product revenue of $53.7 million driven by memory interface chips
•Launched industry’s first Gen4 DDR5 RCD for server memory modules

SAN JOSE, Calif. - February 5, 2024 - Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the fourth quarter ended December 31, 2023. GAAP revenue for the fourth quarter was $122.2 million; licensing billings were $66.2 million, product revenue was $53.7 million, and contract and other revenue was $16.1 million. The Company also generated $54.8 million in cash provided by operating activities in the fourth quarter.

“Through continued product leadership and outstanding execution on our strategy, we delivered a strong fourth quarter and full-year results that outpaced the overall semiconductor market,” said Luc Seraphin, chief executive officer of Rambus. “With our focus on high-performance solutions for the data center and AI, we are well positioned to drive the long-term profitable growth of the company and consistently return value to our stockholders.”

Quarterly Financial Review - GAAPThree Months Ended December 31,
(In millions, except for percentages and per share amounts)20232022
Revenue
Product revenue$53.7 $67.2 
Royalties52.4 31.4 
Contract and other revenue16.1 23.8 
Total revenue122.2 122.4 
Cost of product revenue19.9 28.2 
Cost of contract and other revenue1.1 1.6 
Amortization of acquired intangible assets (included in total cost of revenue)3.1 3.6 
Total operating expenses (1)
63.0 72.8 
Operating income$35.1 $16.2 
Operating margin29 %13 %
Net income$58.5 $15.9 
Diluted net income per share$0.53 $0.14 
Net cash provided by operating activities$54.8 $51.3 
____________________________
(1)    Includes amortization of acquired intangible assets of approximately $0.2 million and $0.4 million for the three months ended December 31, 2023 and 2022, respectively.



Quarterly Financial Review - Supplemental Information(1)
Three Months Ended December 31,
(In millions)20232022
Licensing billings (operational metric) (2)
$66.2 $64.3 
Product revenue (GAAP)$53.7 $67.2 
Contract and other revenue (GAAP)$16.1 $23.8 
Non-GAAP cost of product revenue$19.8 $28.1 
Cost of contract and other revenue (GAAP)$1.1 $1.6 
Non-GAAP total operating expenses$51.0 $55.8 
Non-GAAP interest and other income (expense), net$3.6 $(0.7)
Diluted share count (GAAP)110 111 
____________________________
(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 $122.2 million. The Company also had licensing billings of $66.2 million, product revenue of $53.7 million, and contract and other revenue of $16.1 million. The Company had total GAAP cost of revenue of $24.1 million and operating expenses of $63.0 million. The Company also had total non-GAAP operating expenses of $71.9 million (including non-GAAP cost of revenue). The Company had GAAP diluted net income per share of $0.53. The Company’s basic share count was 108 million shares and its diluted share count was 110 million shares.

Cash, cash equivalents, and marketable securities as of December 31, 2023 were $425.8 million, an increase of $50.3 million as compared to September 30, 2023, mainly due to cash provided by operating activities of approximately $54.8 million. Cash provided by operating activities for the year ended December 31, 2023 was $195.8 million.

2024 First Quarter Outlook

The Company will discuss its full revenue guidance for the first quarter of 2024 during its upcoming conference call. The following table sets forth first quarter outlook for other measures.

(In millions)GAAP
Non-GAAP (1)
Licensing billings (operational metric) (2)
$59 - $65$59 - $65
Product revenue$47 - $53$47 - $53
Contract and other revenue$17 - $23$17 - $23
Total operating costs and expenses$89 - $85$75 - $71
Interest and other income (expense), net$3$3
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 first quarter of 2024, the Company expects licensing billings to be between $59 million and $65 million. The Company also expects royalty revenue to be between $43 million and $49 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 $89 million and $85 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 ($3 million), tax rate of 22% and diluted share count of 110 million, and


exclude stock-based compensation expense ($11 million), amortization expense ($3 million), and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($0 million).

Conference Call

Rambus management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be webcast and can be accessed via Rambus’ website at investor.rambus.com. A replay will be available following the call on the Rambus Investor Relations website or for the next week at the following numbers: (866) 813-9403 (domestic) or
(+1) 929-458-6194 (international) with ID# 272129.

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/divestiture-related costs and retention bonus expense, amortization of acquired intangible assets, restructuring and other charges (benefits), (gain) loss on divestiture, expense on abandoned operating leases, change in fair value of earn-out liability, gain on sale of non-marketable equity security, non-cash interest expense on convertible notes, 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/divestiture-related 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 (benefits). These charges (benefits) 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.

(Gain) loss on divestiture. Reflects the (gain) loss 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).

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.



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 non-marketable equity security. The Company has excluded gain on sale of non-marketable equity security 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 first quarter of 2024 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. 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)December 31, 2023December 31, 2022
ASSETS      
Current assets:
      
Cash and cash equivalents
$94,767 $125,334 
Marketable securities
331,077 187,892 
Accounts receivable
82,925 55,368 
Unbilled receivables
50,872 125,698 
Inventories
36,154 20,900 
Prepaids and other current assets
34,850 12,022 
Total current assets
630,645 527,214 
Intangible assets, net
28,769 50,880 
Goodwill
286,812 292,040 
Property, plant and equipment, net
67,808 86,255 
Operating lease right-of-use assets
21,497 24,143 
Unbilled receivables
4,423 25,222 
Deferred tax assets
130,268 3,031 
Income tax receivable84,298 1,064 
Other assets
1,613 2,745 
Total assets
$1,256,133 $1,012,594 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$18,074 $24,815 
Accrued salaries and benefits
17,504 20,502 
Convertible notes— 10,378 
Deferred revenue
17,393 23,861 
Income taxes payable
5,099 18,137 
Operating lease liabilities
4,453 5,024 
Other current liabilities
26,598 23,992 
Total current liabilities
89,121 126,709 
Long-term operating lease liabilities
26,255 29,079 
Long-term income taxes payable
76,853 5,892 
Deferred tax liabilities
4,462 24,964 
Other long-term liabilities
21,341 46,653 
Total liabilities
218,032 233,297 
Total stockholders’ equity
1,038,101 779,297 
Total liabilities and stockholders’ equity
$1,256,133 $1,012,594 




Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
December 31,		Years Ended
December 31,
(In thousands, except per share amounts)2023202220232022
Revenue:
Product revenue
$53,698 $67,178 $224,632 $227,068 
Royalties
52,412 31,436 150,110 139,816 
Contract and other revenue
16,115 23,753 86,375 87,909 
Total revenue
122,225 122,367 461,117 454,793 
Cost of revenue:
Cost of product revenue
19,941 28,209 84,495 88,976 
Cost of contract and other revenue
1,123 1,615 5,403 4,668 
Amortization of acquired intangible assets3,052 3,560 13,524 13,935 
Total cost of revenue
24,116 33,384 103,422 107,579 
Gross profit98,109 88,983 357,695 347,214 
Operating expenses:
Research and development
35,985 40,121 156,827 158,769 
Sales, general and administrative
25,665 27,309 108,149 106,718 
Amortization of acquired intangible assets195 415 1,217 1,674 
Restructuring and other charges (benefits)
(26)— 9,368 — 
(Gain) loss on divestiture59 — (90,784)— 
Impairment of assets— — 10,045 — 
Change in fair value of earn-out liability
1,100 5,000 9,234 3,111 
Total operating expenses
62,978 72,845 204,056 270,272 
Operating income
35,131 16,138 153,639 76,942 
Interest income and other income (expense), net
4,215 835 11,327 7,771 
Gain on fair value of equity security— — — 3,547 
Loss on extinguishment of debt— — — (83,626)
Loss on fair value adjustment of derivatives, net— — (240)(10,585)
Gain on sale of non-marketable equity security23,924 — 23,924 — 
Interest expense
(377)(484)(1,490)(1,874)
Interest and other income (expense), net
27,762 351 33,521 (84,767)
Income (loss) before income taxes
62,893 16,489 187,160 (7,825)
Provision for (benefit from) income taxes
4,348 540 (146,744)6,485 
Net income (loss)
$58,545 $15,949 $333,904 $(14,310)
Net income (loss) per share:
         
Basic
$0.54 $0.15 $3.09 $(0.13)
Diluted
$0.53 $0.14 $3.01 $(0.13)
Weighted average shares used in per share calculation:
         
Basic
107,703 107,603 108,183 109,472 
Diluted
110,065 110,820 110,889 109,472 




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

Three Months Ended
December 31,
(In thousands)20232022
Cost of product revenue$19,941 $28,209 
Adjustment:
Stock-based compensation expense(145)(144)
Non-GAAP cost of product revenue$19,796 $28,065 
Total operating expenses$62,978 $72,845 
Adjustments:
Stock-based compensation expense(10,389)(10,122)
Acquisition/divestiture-related costs and retention bonus expense(285)(1,028)
Amortization of acquired intangible assets(195)(415)
Restructuring and other benefits26 — 
Loss on divestiture(59)— 
Expense on abandoned operating leases(3)(521)
Change in fair value of earn-out liability(1,100)(5,000)
Non-GAAP total operating expenses$50,973 $55,759 
Interest and other income (expense), net$27,762 $351 
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements(246)(1,029)
Gain on sale of non-marketable equity security(23,924)— 
Non-cash interest expense on convertible notes— 10 
Non-GAAP interest and other income (expense), net$3,592 $(668)




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

2024 First Quarter Outlook
Three Months Ended
March 31, 2024
(In millions)LowHigh
Forward-looking operating costs and expenses$89.1 $85.1 
Adjustments:
Stock-based compensation expense(11.0)(11.0)
Amortization of acquired intangible assets(3.1)(3.1)
Forward-looking Non-GAAP operating costs and expenses$75.0 $71.0 
Forward-looking interest and other income (expense), net$3.2 $3.2 
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$3.0 $3.0 


v3.24.0.1
Document and Entity Information Document
Feb. 05, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 05, 2024
Entity Registrant Name Rambus Inc
Entity Central Index Key 0000917273
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 000-22339
Entity Tax Identification Number 94-3112828
Entity Address, Address Line One 4453 North First Street
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95134
City Area Code 408
Local Phone Number 462-8000
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $.001 Par Value
Trading Symbol RMBS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Address, Address Line Two Suite 100
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