Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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.
Year Ended Year Ended
December 31, 2020 December 31, 2019
High Low High Low
First Quarter $ 16.98 $ 9.01 $ 10.93 $ 7.55
Second Quarter $ 16.50 $ 10.36 $ 12.24 $ 10.50
Third Quarter $ 15.61 $ 13.08 $ 14.29 $ 11.23
Fourth Quarter $ 18.54 $ 13.48 $ 14.83 $ 12.45
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The graph below compares the cumulative 5-year total return of holders of Rambus Inc.’s common stock with the cumulative total returns of the NASDAQ Composite index and the RDG Semiconductor Composite index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2015 to December 31, 2020.
Fiscal years ending:
Base Period
12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20
Rambus Inc.
$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.
Information regarding our securities authorized for issuance under equity compensation plans will be included in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this report on Form 10-K/A.
As of January 29, 2021, there were 480 holders of record of our common stock. Since many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.
We have never paid or declared any cash dividends on our common stock or other securities.
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Share Repurchase Program
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
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(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. Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K/A 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
None.
Item 6. Selected Financial Data
The following selected consolidated financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 was derived from our consolidated financial statements. The following selected consolidated financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and other financial data included elsewhere in this report. Our historical results of operations are not necessarily indicative of results of operations to be expected for any future period. The amounts for fiscal years ended December 31, 2020 and 2019 presented below have been adjusted to reflect the restatement of our consolidated financial statements as described in the “Explanatory Note” at the beginning of this Amended Annual Report and in Note 1, “Restatement and Revision of Consolidated Financial Statements,” in Notes to the Consolidated Financial Statements of this Amended Annual Report on Form 10-K/A.
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Years Ended December 31,
(In thousands, except per share amounts) 2020 (3)
(As Restated)
2019 (1)
(As Restated)
2018 (2) (3) (4)
2017 (2) (3)
2016 (5)
Total revenue $ 246,322 $ 227,603 $ 231,201 $ 393,096 $ 336,597
Net income (loss) $ (40,471) $ (85,964) $ (157,957) $ (22,862) $ 6,820
Net income (loss) per share:
Basic $ (0.36) $ (0.77) $ (1.46) $ (0.21) $ 0.06
Diluted $ (0.36) $ (0.77) $ (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 $ 1,251,409 $ 1,343,441 $ 1,361,155 $ 891,072 $ 783,496
Convertible notes $ 156,031 $ 148,788 $ 141,934 $ 213,898 $ 126,167
Stockholders’ equity $ 912,706 $ 975,373 $ 1,012,112 $ 571,584 $ 552,782
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(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/A 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.
(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.
(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.