Rambus Reports Second Quarter Earnings

LOS ALTOS, Calif. — (BUSINESS WIRE) — July 23, 2009 Rambus Inc. (NASDAQ: RMBS), one of the world’s premier technology licensing companies specializing in high-speed memory architectures, today reported financial results for the second quarter of 2009.

Revenue for the second quarter of 2009 was $27.0 million, down 1.3% sequentially from the first quarter of 2009 due primarily to lower variable royalty revenue. As compared to the second quarter of 2008, revenue was down 24.4% primarily due to lower royalties resulting from the expiration of the Elpida patent license agreement at the end of the first quarter of 2008 for which revenues were recognized through the second quarter of 2008. Revenue for the six months ended June 30, 2009 was $54.3 million, down 28.0% over the same period of last year primarily due to revenue recognized from Elpida during the first half of 2008.

“In spite of the clearly challenging economic dynamics, we continue to make progress in key legal activities as well as in our breakthrough technology initiatives,” said Harold Hughes, president and chief executive officer at Rambus. “During the quarter, we successfully raised capital through a bond to retire maturing debt, fund our continued innovation efforts and pursue strategic acquisitions."

Total costs and expenses for the second quarter of 2009 were $49.3 million, which included $7.9 million of stock-based compensation expenses and a net recovery of $0.4 million for previous stock-based compensation restatement and related legal expenses. This is compared to total costs and expenses of $43.5 million for the first quarter of 2009, which included $8.4 million of stock-based compensation expenses and a net recovery of $13.6 million for previous stock-based compensation restatement and related legal expenses. General litigation expenses for the second quarter were $15.0 million, a decrease of $3.0 million from the first quarter of 2009. As compared to the second quarter of last year, total costs and expenses decreased from $52.6 million, which included $9.0 million of stock-based compensation expenses and $2.3 million of restatement and related legal expenses. General litigation expenses in the second quarter of 2009 increased $5.9 million from the second quarter of 2008.

Total costs and expenses for the six months ended June 30, 2009 were $92.8 million, which included $16.3 million of stock-based compensation expenses and a net recovery of $14.1 million for previous stock-based compensation restatement and related legal expenses. This is compared to total costs and expenses of $115.6 million for the same period of 2008, which included $19.5 million of stock-based compensation expenses and $3.2 million of restatement and related legal expenses. General litigation expenses for the six months ended June 30, 2009 were $33.0 million, an increase of $10.7 million from the same period in 2008.

Interest and other expense, net, for the second quarter of 2009 was $1.6 million net expense as compared to $1.2 million net expense in the first quarter of 2009 and $36 thousand net expense in the second quarter of 2008. Interest and other expense, net, for the first half of 2009 was $2.9 million net expense as compared to $1.7 million net interest income in the first half of 2008. Prior periods have been adjusted to reflect the impact of the adoption on January 1, 2009 of FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). The Company has retrospectively adjusted the income statement to include non-cash interest expense of $2.9 million for the second quarter of 2008 and $5.8 million for the first half of 2008.

Net loss for the second quarter of 2009 was $24.0 million as compared to a net loss of $17.4 million in the first quarter of 2009 and a net loss of $138.3 million (adjusted for adoption of FSP APB 14-1) in the second quarter of 2008. Net loss per share for the second quarter of 2009 was $0.23 as compared to a net loss per share of $0.17 in the first quarter of 2009 and a net loss per share of $1.32 (adjusted for adoption of FSP APB 14-1) for the second quarter of 2008. Net loss for the six months ended June 30, 2009 was $41.4 million as compared to a net loss of $152.7 million (adjusted for adoption of FSP APB 14-1) for the same period of 2008. Net loss per share for the six months ended June 30, 2009 was $0.40 as compared to a net loss per share of $1.46 (adjusted for adoption of FSP APB 14-1) in the same period of 2008.

Cash, cash equivalents, and marketable securities as of June 30, 2009 were $480.4 million, up approximately $132.5 million from March 31, 2009 and up approximately $134.5 million from December 31, 2008. During the second quarter of 2009, the Company issued $150 million aggregate principal amount of 5% Convertible Senior Notes due 2014. During the first half of 2009, the Company received approximately $146 million net proceeds related to the issuance of the 5% Convertible Senior Notes, $6.9 million of insurance proceeds related to reimbursement claims associated with the stock option investigation and derivative lawsuits as well as $4.5 million from former executives due to the resolution of the derivative lawsuits.

The convertible notes are carried at face value less the debt discount associated with the adoption of FSP APB 14-1 for the periods presented. As such, the carrying value of the convertible notes as of December 31, 2008 has been retrospectively adjusted to reflect the impact of the adoption of FSP APB 14-1.

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