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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-26 · 39 added, 18 removed, 34 unchanged (63% of the section changed)

1 unchanged sentence

Our Common Stock is listed on The NASDAQ Global Select Market under the symbol “RMBS.” The following table sets forth for the periods indicated the high and low sales price per share of our common stock as reported on The NASDAQ Global Select Market.

December 31, 2019

December 31, 2018

Year Ended Year Ended

December 31, 2020 December 31, 2019

High Low High Low

First Quarter $ 16.98 $ 9.01 $ 10.93 $ 7.55

5 unchanged sentences

Fiscal years ending:

12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20

$100.00 $118.81 $122.69 $66.18 $118.85 $150.65

NASDAQ Composite

$100.00 $108.87 $141.13 $137.12 $187.44 $271.64

RDG Semiconductor Composite

$100.00 $131.64 $177.48 $164.63 $242.61 $351.91

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

4 unchanged sentences

Share Repurchase Program

During the year ended December 31, 2019 , we did not repurchase any shares of our common stock under our share repurchase program.

On January 21, 2015, our Board approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares.

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.

As part of the broader share repurchase program previously authorized by our Board on January 21, 2015, we initiated an accelerated share repurchase program with Citibank, N.A.

on March 5, 2018 which was completed in the second quarter of 2018.

After giving effect to such accelerated share repurchase program, we had remaining authorization to repurchase approximately 3.6 million shares.

On October 29, 2020, our Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”).

Share repurchases under the 2020 Repurchase Program 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 2020 Repurchase Program.

The 2020 Repurchase Program replaced the previous program approved by the Board in January 2015 (the “2015 Repurchase Program) and canceled the remaining shares outstanding as part of the previous authorization.

As part of the broader share repurchase program authorized by our Board on October 29, 2020, we entered into an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc.

(“Deutsche Bank”) on November 11, 2020 (the “2020 ASR Program”).

After giving effect to the 2020 ASR Program, detailed in the table below, we had remaining authorization to repurchase approximately 17.4 million shares.

We record stock repurchases as a reduction to stockholders’ equity.

We record a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares that May Yet be Purchased Under the Program

October 1, 2020 - December 31, 2020 (1)

2,616,089 N/A (2)

2,616,089 17,383,911

Cumulative shares repurchased as of December 31, 2020 2,616,089 2,616,089

_________________________________________

(1) In November 2020, we entered into the 2020 ASR Program with Deutsche Bank to repurchase an aggregate of $50.0 million of our common stock.

We made an upfront payment of $50.0 million pursuant to the accelerated share repurchase program and received an initial delivery of 2.6 million shares which were retired and recorded as a $40.0 million reduction to stockholders' equity.

The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock.

The number of shares to be ultimately purchased by us will be determined based on the volume-weighted-average price of the common stock during the terms of the transaction, minus an agreed upon discount between the parties.

The program is expected to be completed within six months from the beginning of the program.

See Note 15, “Stockholders' Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.

(2) N/A—The average price paid per share will be determined at the end of the current accelerated share repurchase program.

Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

Selected Financial Data

3 unchanged sentences

Years Ended December 31,

2018 (3) (4) (5)

2015 (2) (3) (4)

(In thousands, except per share amounts) 2020 (3)

2018 (2) (3) (4)

Total revenue $ 242,747 $ 224,027 $ 231,201 $ 393,096 $ 336,597

1 unchanged sentence

Net income (loss) per share:

Basic $ ( 0.39 ) $ (0.81) $ (1.46) $ (0.21) $ 0.06

Diluted $ ( 0.39 ) $ (0.81) $ (1.46) $ (0.21) $ 0.06

Consolidated Balance Sheet Data

Cash, cash equivalents and marketable securities $ 502,649 $ 407,664 $ 277,764 $ 329,376 $ 172,182

Total assets $ 1,243,876 $ 1,338,986 $ 1,361,155 $ 891,072 $ 783,496

Convertible notes $ 156,031 $ 148,788 $ 141,934 $ 213,898 $ 126,167

1 unchanged sentence

______________________________________

The net income for the year ended December 31, 2016 included $18.3 million of impairment of in-process research and development intangible asset and a reduction of operating expenses due to the change in our contingent consideration liability of $6.8 million.

The net income for the years ended December 31, 2016 and 2015 included $0.6 million and $2.0 million, respectively, of gain from settlement which was reflected as a reduction of operating costs and expenses.

(1) The net loss for the year ended December 31, 2019 included $7.4 million of impairment of assets held for sale related to the Company’s Payments and Ticketing businesses, which was included in operating costs and expenses.

Refer to Note 17, “Divestiture,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.

(2) The net loss for the year ended December 31, 2018 included a $113.7 million impact of an increase in our deferred tax asset valuation allowance.

The net loss for the year ended December 31, 2017 included a $21.5 million impact due to the recording of a deferred tax asset valuation allowance and $20.7 million related to re-measurement of deferred tax assets as a result of the tax law changes.

The net income for the year ended December 31, 2015 included $174.5 million related to the reversal of the deferred tax asset valuation allowance.

Stockholders’ equity includes $50.0 million paid under the accelerated share repurchase program initiated in both March 2018 and May 2017, and $100.0 million paid under the accelerated share repurchase program initiated in October 2015 as well as the $174.5 million net impact of the reversal of the deferred tax asset valuation allowance.

(3) Stockholders’ equity includes $50.0 million paid under the accelerated share repurchase programs initiated in November 2020, March 2018 and May 2017.

(4) Reflects the impact from the adoption of ASC 606 in 2018.

Refer to Note 2, “Summary of Significant Accounting Policies,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.

The net loss for the year ended December 31, 2019 included $7.4 million of impairment of assets held for sale related to the Company’s Payments and Ticketing businesses, which was included in operating costs and expenses.

Refer to Note 17, “Divestiture,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.

(5) The net income for the year ended December 31, 2016 included $18.3 million of impairment of in-process research and development (“IPR&D”) intangible asset and a reduction of operating expenses due to the change in our contingent consideration liability of $6.8 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity