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)
January 21, 2015
Rambus Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-22339 | | 94-3112828 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I. R. S. Employer Identification No.) |
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1050 Enterprise Way, Suite 700 Sunnyvale, California | | | | 94089 |
(Address of principal executive offices) | | | | (ZIP Code) |
(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:
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Ÿ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Ÿ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Ÿ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Ÿ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 – Results of Operations and Financial Condition.
On January 26, 2015, Rambus Inc. (the “Company”) issued a press release announcing results for the quarter and year ended December 31, 2014. 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.
Item 8.01 – Other Events.
Stock Repurchase Program
On January 26, 2015, the Company issued a press release announcing that its board of directors approved a new share repurchase program authorizing the repurchase of up to 20 million shares. A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated by reference herein.
The information in this current report on Form 8-K and the exhibits 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.
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99.1 | Press release dated January 26, 2015. |
99.2 | Share Repurchase Program Press Release, dated January 26, 2015. |
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.
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Date: January 26, 2015 | | | | Rambus Inc. |
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| | | | /s/ Satish Rishi |
| | | | Satish Rishi, Senior Vice President, Finance and Chief Financial Officer |
Exhibit Index
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Exhibit Number | | Exhibit Title |
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99.1 | | Press release dated January 26, 2015. |
99.2 | | Share Repurchase Program Press Release, dated January 26, 2015. |
Exhibit 99.1
News Release
RAMBUS REPORTS FOURTH QUARTER AND FISCAL YEAR 2014 FINANCIAL RESULTS
Business and Financial Highlights for the Year:
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• | Generated fourth quarter revenue of $72.0 million and annual revenue of $296.6 million |
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• | Fourth quarter GAAP diluted net income per share of $0.07; fourth quarter non-GAAP diluted net income per share of $0.14 |
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• | Annual GAAP diluted net income per share of $0.22; annual non-GAAP diluted net income per share of $0.60 |
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• | Launched CryptoManager™ secure feature management platform with Qualcomm as lead customer |
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• | Introduced IP cores program with easy-to-integrate solutions |
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• | Unveiled enhanced LabStation™ validation platform to address complex IP design and integration |
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• | Signed license agreement with Cisco Systems |
SUNNYVALE, Calif. - January 26, 2015 - Rambus Inc. (NASDAQ:RMBS), the innovative technology solutions company that brings invention to market, today reported financial results for the fourth quarter and year ended December 31, 2014.
GAAP Financial Results:
Revenue for the fourth quarter of 2014 was $72.0 million, up 3% on a sequential basis from the third quarter of 2014 primarily due to higher contract revenue. As compared to the fourth quarter of 2013, revenue was down 2% primarily due to lower royalty revenue from Samsung and NVIDIA, offset by the royalty revenue from Qualcomm and Micron Technology.
Revenue for the year ended December 31, 2014 was $296.6 million, which was up 9% over the prior year period, primarily due to the license agreements signed with SK hynix, Micron Technology, Nanya Technology Corporation and Qualcomm, partially offset by lower royalty revenue from Samsung and NVIDIA.
Total operating costs and expenses for the fourth quarter of 2014 were $54.5 million, 1% lower than the previous quarter and 19% lower than the fourth quarter of 2013. Fourth quarter operating costs and expenses of $54.5 million included $3.5 million of stock-based compensation expenses and $6.3 million of amortization expenses. In comparison, total operating costs and expenses for the third quarter of 2014 of $55.2 million included $3.4 million of stock-based compensation expenses and $6.7 million of amortization expenses. Total operating costs and expenses for the fourth quarter of 2013 were $67.2 million, which included $3.1 million of stock-based compensation expenses, $9.7 million of impairment of long-lived assets, $2.2 million of restructuring charges, $7.5 million of amortization expenses and $1.5 million of retention bonus expense from acquisitions. The change in total operating costs and expenses in the fourth quarter of 2014 as compared to the third quarter of 2014 was primarily due to recognition of a one-time gain in the fourth quarter from sale of intellectual property, partially offset by an increase in prototyping costs. The change in total operating costs and expenses in the fourth quarter of 2014 as compared to the fourth quarter of 2013 was primarily attributable to impairment of long-lived assets and restructuring charges in the fourth quarter of 2013, gain from sale of intellectual property in the fourth quarter of 2014 and lower retention bonus expense from acquisitions partially offset by higher cost of sales due to increased sale of lighting products.
Total operating costs and expenses for the year ended December 31, 2014 were $221.2 million, 11% lower than the year ended December 31, 2013. The year ended December 31, 2014 operating costs and expenses of $221.2 million included $14.7 million of stock-based compensation expenses, $26.6 million of amortization expenses and $2.5 million of retention bonus expense from acquisitions. This is compared to total operating costs and expenses for the year ended December 31, 2013 of $249.0 million, which included $15.0 million of stock-based compensation expenses, $17.8 million of impairment of goodwill and long-lived assets, $5.5 million of restructuring charges, $9.0 million one-time reversal of accrued SK hynix and Micron related litigation costs, $28.9 million of amortization expenses and $10.4 million of retention bonus expense from acquisitions. The change in total operating costs and expenses was primarily attributable to impairment of goodwill and long-lived assets and restructuring charges in 2013 and lower retention bonus expense from acquisitions, partially offset by higher cost of sales due
to increased sale of lighting products and as a result of the one-time reversal of accrued SK hynix related litigation costs in the second quarter of 2013.
Net income for the fourth quarter of 2014 was $7.8 million as compared to net income of $5.5 million in the third quarter of 2014 and net loss of $9.8 million in the fourth quarter of 2013. Diluted net income per share for the fourth quarter of 2014 was $0.07 as compared to diluted net income per share of $0.05 in the third quarter of 2014 and diluted net loss per share of $0.09 in the fourth quarter of 2013.
Net income for the year ended December 31, 2014 was $26.2 million as compared to a net loss of $33.7 million for the same period of 2013. Diluted net income per share for the year ended December 31, 2014 was $0.22 as compared to a diluted net loss per share of $0.30 for the same period of 2013.
Non-GAAP Financial Results (1):
Total non-GAAP operating costs and expenses in the fourth quarter of 2014 were $44.6 million, 1% lower than the previous quarter, and 2% higher than the fourth quarter of 2013.
Total non-GAAP operating costs and expenses for the year ended December 31, 2014 were $177.4 million as compared to $180.0 million in the same period of 2013 due primarily to lower litigation expenses offset by higher cost of sales due to increased sale of lighting products.
Non-GAAP net income in the fourth quarter of 2014 was $16.7 million, 13% higher than the prior quarter and 2% higher than the fourth quarter of 2013. Non-GAAP diluted net income per share was $0.14 in the fourth quarter of 2014 as compared to $0.13 in the prior quarter and $0.14 in the fourth quarter of 2013.
Non-GAAP net income for the year ended December 31, 2014 was $70.1 million as compared to $49.7 million in the same period of 2013. Non-GAAP diluted net income per share was $0.60 for the year ended December 31, 2014 as compared to non-GAAP diluted net income per share of $0.43 for the year ended December 31, 2013.
Other Financial Highlights:
Cash, cash equivalents, and marketable securities as of December 31, 2014 were $300.1 million, an increase of $29.0 million from September 30, 2014.
During the fourth quarter of 2014, the Company recorded an income tax provision of approximately $6.8 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.
2015 First Quarter and Annual Outlook:
For the first quarter of 2015, the Company expects revenue to be between $70 million and $75 million. For 2015, the Company expects revenue to be between $300 million and $315 million. Revenue is not without risk and includes expectations that the Company will sign new customers for patent as well as solutions licensing and renew or extend agreements with existing customers.
Conference Call:
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 investor.rambus.com. A replay will be available following the call as a webcast on the Rambus Investor Relations website and for one week at the following numbers: (855) 859-2056 (domestic) or (404) 537-3406 (international) with ID#64238473.
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(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: operating costs and expenses, operating income (loss) and net income (loss). In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based
compensation expenses, acquisition-related transaction costs and retention bonus expense, amortization expenses, costs of restatement and related legal activities, restructuring charges, impairment charges, severance costs, 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. 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 transaction 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 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.
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 operation of the Company’s core business.
Non-cash interest expense on convertible notes. 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.
Reversal of one-time litigation costs. These adjustments are a one-time litigation cost reversal of prior litigation costs accrued related to previously awarded costs that the Company was required to pay in connection with the SK hynix and Micron Technology litigation. The Company excludes these reversals from its non-GAAP measures because the Company believes that these reversals have no direct correlation to the operations of the Company’s core business and they are a one-time event.
Severance costs. These expenses relate to the separation payment to the Company’s former chief executive officer. The Company excludes these costs from its non-GAAP measures because the Company believes that these non-recurring costs have no direct correlation to the operations of the Company’s core business.
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 36 percent, 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 and deferred tax asset valuation allowance. Accordingly, the Company has applied the 36 percent tax rate to its non-GAAP financial results for all periods to assist the Company’s planning for future periods. The Company has provided below a reconciliation of its GAAP provision for income taxes and GAAP effective tax rate to the assumed non-GAAP provision for income taxes and non-GAAP effective tax rate.
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.
Forward-Looking Statements
This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 including relating to Rambus’ expectations regarding 2015 revenue for the first quarter and year, and estimated, fixed, long-term projected tax rates. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. Rambus’ 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. Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
About Rambus Inc.
Rambus brings invention to market. Our customizable IP cores, architecture licenses, tools, services, and training improve the competitive advantage of our customers’ products while accelerating their time-to-market. Rambus products and innovations capture, secure and move data. For more information, visit www.rambus.com.
RMBSFN
Contacts:
Linda Ashmore
Corporate Communications
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)
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| December 31, 2014 | | December 31, 2013 |
ASSETS | | | |
| | | |
Current assets: | | | |
Cash and cash equivalents | $ | 154,126 |
| | $ | 338,696 |
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Marketable securities | 145,983 |
| | 48,966 |
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Accounts receivable | 6,001 |
| | 2,251 |
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Prepaids and other current assets | 8,541 |
| | 8,253 |
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Deferred taxes | 187 |
| | 205 |
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Total current assets | 314,838 |
| | 398,371 |
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Intangible assets, net | 89,371 |
| | 117,172 |
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Goodwill | 116,899 |
| | 116,899 |
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Property, plant and equipment, net | 64,023 |
| | 72,642 |
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Deferred taxes, long-term | 536 |
| | 4,797 |
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Other assets | 2,612 |
| | 3,498 |
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Total assets | $ | 588,279 |
| | $ | 713,379 |
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LIABILITIES & STOCKHOLDERS’ EQUITY | | | |
| | | |
Current liabilities: | | | |
Accounts payable | $ | 6,962 |
| | $ | 7,001 |
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Accrued salaries and benefits | 14,840 |
| | 33,448 |
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Convertible notes, short-term | — |
| | 164,047 |
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Other accrued liabilities | 12,856 |
| | 8,346 |
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Total current liabilities | 34,658 |
| | 212,842 |
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Long-term liabilities: | | | |
Convertible notes, long-term | 115,089 |
| | 109,629 |
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Long-term imputed financing obligation | 39,063 |
| | 39,349 |
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Other long-term liabilities | 7,847 |
| | 11,330 |
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Total long-term liabilities | 161,999 |
| | 160,308 |
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Total stockholders’ equity | 391,622 |
| | 340,229 |
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Total liabilities and stockholders’ equity | $ | 588,279 |
| | $ | 713,379 |
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Rambus Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
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| Three Months Ended December 31, | | Year Ended December 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
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Revenue: | | | | | | | |
Royalties | $ | 64,134 |
| | $ | 69,867 |
| | $ | 271,521 |
| | $ | 264,111 |
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Contract and other revenue | 7,906 |
| | 3,555 |
| | 25,037 |
| | 7,390 |
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Total revenue | 72,040 |
| | 73,422 |
| | 296,558 |
| | 271,501 |
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Operating costs and expenses: | | | | | | | |
Cost of revenue (1) | 10,748 |
| | 10,358 |
| | 41,947 |
| | 33,215 |
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Research and development (1) | 28,445 |
| | 26,803 |
| | 110,025 |
| | 117,981 |
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Sales, general and administrative (1) | 19,131 |
| | 18,511 |
| | 74,770 |
| | 76,467 |
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Restructuring charges | — |
| | 2,211 |
| | 39 |
| | 5,546 |
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Impairment of goodwill and long-lived assets | — |
| | 9,681 |
| | — |
| | 17,751 |
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Gain from sale of intellectual property | (3,359 | ) | | — |
| | (3,529 | ) | | (1,388 | ) |
Gain from settlement | (510 | ) | | (356 | ) | | (2,040 | ) | | (535 | ) |
Total operating costs and expenses | 54,455 |
| | 67,208 |
| | 221,212 |
| | 249,037 |
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Operating income | 17,585 |
| | 6,214 |
| | 75,346 |
| | 22,464 |
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Interest income and other income (expense), net | 156 |
| | (223 | ) | | (276 | ) | | (1,596 | ) |
Interest expense | (3,065 | ) | | (9,595 | ) | | (24,820 | ) | | (32,885 | ) |
Interest and other income (expense), net | (2,909 | ) | | (9,818 | ) | | (25,096 | ) | | (34,481 | ) |
Income (loss) before income taxes | 14,676 |
| | (3,604 | ) | | 50,250 |
| | (12,017 | ) |
Provision for income taxes | 6,835 |
| | 6,173 |
| | 24,049 |
| | 21,731 |
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Net income (loss) | $ | 7,841 |
| | $ | (9,777 | ) | | $ | 26,201 |
| | $ | (33,748 | ) |
Net income (loss) per share: | | | | | | | |
Basic | $ | 0.07 |
| | $ | (0.09 | ) | | $ | 0.23 |
| | $ | (0.30 | ) |
Diluted | $ | 0.07 |
| | $ | (0.09 | ) | | $ | 0.22 |
| | $ | (0.30 | ) |
Weighted average shares used in per share calculation | | | | | | | |
Basic | 115,024 |
| | 113,217 |
| | 114,318 |
| | 112,415 |
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Diluted | 117,620 |
| | 113,217 |
| | 117,624 |
| | 112,415 |
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_________
(1) Total stock-based compensation expense for the three months and years ended December 31, 2014 and 2013 are presented as follows:
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| Three Months Ended December 31, | | Year Ended December 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
Cost of revenue | $ | 10 |
| | $ | 7 |
| | $ | 44 |
| | $ | 19 |
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Research and development | $ | 1,642 |
| | $ | 1,431 |
| | $ | 7,216 |
| | $ | 6,597 |
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Sales, general and administrative | $ | 1,883 |
| | $ | 1,658 |
| | $ | 7,470 |
| | $ | 8,365 |
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Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(In thousands)
(Unaudited)
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| Three Months Ended | | Year Ended |
| December 31, 2014 | | September 30, 2014 | | December 31, 2013 | | December 31, 2014 | | December 31, 2013 |
| | | | | | | | | |
Operating costs and expenses | $ | 54,455 |
| | $ | 55,244 |
| | $ | 67,208 |
| | $ | 221,212 |
| | $ | 249,037 |
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Adjustments: | | | | | | | | | |
Stock-based compensation expense | (3,535 | ) | | (3,441 | ) | | (3,096 | ) | | (14,730 | ) | | (14,981 | ) |
Acquisition-related transaction costs and retention bonus expense | (6 | ) | | (6 | ) | | (1,463 | ) | | (2,475 | ) | | (10,372 | ) |
Amortization expense | (6,323 | ) | | (6,741 | ) | | (7,489 | ) | | (26,618 | ) | | (28,909 | ) |
Reversal of one-time litigation costs | — |
| | — |
| | 566 |
| | — |
| | 9,048 |
|
Restructuring charges | — |
| | — |
| | (2,211 | ) | | (39 | ) | | (5,546 | ) |
Impairment of goodwill and long-lived assets | — |
| | — |
| | (9,681 | ) | | — |
| | (17,751 | ) |
Severance costs | — |
| | — |
| | — |
| | — |
| | (514 | ) |
Costs of restatement and related legal activities | — |
| | — |
| | — |
| | — |
| | (19 | ) |
Non-GAAP operating costs and expenses | $ | 44,591 |
| | $ | 45,056 |
| | $ | 43,834 |
| | $ | 177,350 |
| | $ | 179,993 |
|
| | | | | | | | | |
Operating income | $ | 17,585 |
| | $ | 14,468 |
| | $ | 6,214 |
| | $ | 75,346 |
| | $ | 22,464 |
|
Adjustments: | | | | | | | | | |
Stock-based compensation expense | 3,535 |
| | 3,441 |
| | 3,096 |
| | 14,730 |
| | 14,981 |
|
Acquisition-related transaction costs and retention bonus expense | 6 |
| | 6 |
| | 1,463 |
| | 2,475 |
| | 10,372 |
|
Amortization expense | 6,323 |
| | 6,741 |
| | 7,489 |
| | 26,618 |
| | 28,909 |
|
Reversal of one-time litigation costs | — |
| | — |
| | (566 | ) | | — |
| | (9,048 | ) |
Restructuring charges | — |
| | — |
| | 2,211 |
| | 39 |
| | 5,546 |
|
Impairment of goodwill and long-lived assets | — |
| | — |
| | 9,681 |
| | — |
| | 17,751 |
|
Severance costs | — |
| | — |
| | — |
| | — |
| | 514 |
|
Costs of restatement and related legal activities | — |
| | — |
| | — |
| | — |
| | 19 |
|
Non-GAAP operating income | $ | 27,449 |
| | $ | 24,656 |
| | $ | 29,588 |
| | $ | 119,208 |
| | $ | 91,508 |
|
| | | | | | | | | |
Income (loss) before income taxes | $ | 14,676 |
| | $ | 10,860 |
| | $ | (3,604 | ) | | $ | 50,250 |
| | $ | (12,017 | ) |
Adjustments: | | | | | | | | | |
Stock-based compensation expense | 3,535 |
| | 3,441 |
| | 3,096 |
| | 14,730 |
| | 14,981 |
|
Acquisition-related transaction costs and retention bonus expense | 6 |
| | 6 |
| | 1,463 |
| | 2,475 |
| | 10,372 |
|
Amortization expense | 6,323 |
| | 6,741 |
| | 7,489 |
| | 26,618 |
| | 28,909 |
|
Reversal of one-time litigation costs | — |
| | — |
| | (566 | ) | | — |
| | (9,048 | ) |
Restructuring charges | — |
| | — |
| | 2,211 |
| | 39 |
| | 5,546 |
|
Impairment of goodwill and long-lived assets | — |
| | — |
| | 9,681 |
| | — |
| | 17,751 |
|
Severance costs | — |
| | — |
| | — |
| | — |
| | 514 |
|
|
| | | | | | | | | | | | | | | | | | | |
Costs of restatement and related legal activities | — |
| | — |
| | — |
| | — |
| | 19 |
|
Impairment of investment | — |
| | 600 |
| | — |
| | 600 |
| | 1,400 |
|
Non-cash interest expense on convertible notes | 1,536 |
| | 1,515 |
| | 5,927 |
| | 14,762 |
| | 19,296 |
|
Non-GAAP income before income taxes | $ | 26,076 |
| | $ | 23,163 |
| | $ | 25,697 |
| | $ | 109,474 |
| | $ | 77,723 |
|
GAAP provision for income taxes | 6,835 |
| | 5,347 |
| | 6,173 |
| | 24,049 |
| | 21,731 |
|
Adjustment to GAAP provision for income taxes | 2,552 |
| | 2,992 |
| | 3,078 |
| | 15,362 |
| | 6,249 |
|
Non-GAAP provision for income taxes | 9,387 |
| | 8,339 |
| | 9,251 |
| | 39,411 |
| | 27,980 |
|
Non-GAAP net income | $ | 16,689 |
| | $ | 14,824 |
| | $ | 16,446 |
| | $ | 70,063 |
| | $ | 49,743 |
|
| | | | | | | | | |
Non-GAAP basic net income per share | $ | 0.15 |
| | $ | 0.13 |
| | $ | 0.15 |
| | $ | 0.61 |
| | $ | 0.44 |
|
Non-GAAP diluted net income per share | $ | 0.14 |
| | $ | 0.13 |
| | $ | 0.14 |
| | $ | 0.60 |
| | $ | 0.43 |
|
Weighted average shares used in non-GAAP per share calculation: | | | | | | | | | |
Basic | 115,024 |
| | 114,523 |
| | 113,217 |
| | 114,318 |
| | 112,415 |
|
Diluted | 117,620 |
| | 118,206 |
| | 116,211 |
| | 117,624 |
| | 115,670 |
|
Supplemental Reconciliation of GAAP to Non-GAAP Effective Tax Rate (1)
|
| | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| December 31, 2014 | | September 30, 2014 | | December 31, 2013 | | December 31, 2014 | | December 31, 2013 |
| | | | | | | | | |
GAAP effective tax rate | 47 | % | | 49 | % | | 171 | % | | 48 | % | | 181 | % |
Adjustment to GAAP effective tax rate | (11 | )% | | (13 | )% | | (135 | )% | | (12 | )% | | (145 | )% |
Non-GAAP effective tax rate | 36 | % | | 36 | % | | 36 | % | | 36 | % | | 36 | % |
| |
(1) | 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 36 percent, 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 and deferred tax asset valuation allowance. Accordingly, the Company has applied the 36 percent tax rate to its non-GAAP financial results for all periods to assist the Company’s planning for future periods. |
Exhibit 99.2
News Release
RAMBUS ANNOUNCES NEW STOCK REPURCHASE PROGRAM
Board of directors authorizes repurchase of up to 20 million shares
SUNNYVALE, Calif. - January 26, 2015 - Rambus Inc. (NASDAQ: RMBS) today announced that its board of directors has approved a new share repurchase program authorizing the repurchase of up to 20 million shares.
“As we continue to execute on our strategic programs, we remain confident in our long-term prospects,” said Dr. Ron Black, president and chief executive officer at Rambus. “Under this new repurchase program, we will buy back shares opportunistically and strategically while maintaining our commitment of delivering shareholder value.”
Share repurchases under the plan may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the plan.
This new stock repurchase program replaces the existing program and cancels the 5.2 million shares outstanding as part of the previous authorization.
About Rambus Inc.
Rambus brings invention to market. Our customizable IP cores, architecture licenses, tools, services, and training improve the competitive advantage of our customer’s products while accelerating their time-to-market. Rambus products and innovations capture, secure and move data. For more information, visit rambus.com.
Press contacts:
Sam Katzen
MSLGROUP
(415) 512-0770
rambus@schwartzmsl.com
###
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