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Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-02-26 · 19 added, 41 removed, 32 unchanged (65% of the section changed)

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

Our common stock is listed on The NASDAQ Global Select Market under the symbol “RMBS.”

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.

16 unchanged sentences

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.

(“Deutsche Bank”) on November 11, 2020 (the “2020 ASR Program”), which was completed in the second quarter of 2021.

Also in the second quarter of 2021, we entered into another accelerated share repurchase program with Deutsche Bank on June 15, 2021 (the “2021 ASR Program”), which was completed in the fourth quarter of 2021.

After giving effect to the 2020 and 2021 ASR programs, detailed in the table below, we had remaining authorization to repurchase approximately 12.9 million shares.

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

1 unchanged sentence

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

Cumulative shares repurchased as of December 31, 2020 (1)

2,616,089 $ 18.63 2,616,089 17,383,911

April 1, 2021 - May 31, 2021 (1)

68,435 $ 18.63 68,435 17,315,476

June 1, 2021 - June 30, 2021 (2)

3,946,719 $ 22.82 3,946,719 13,368,757

October 1, 2021 - December 31, 2021 (2)

2,616,089 N/A (2)

435,577 $ 22.82 435,577 12,933,180

4 unchanged sentences

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.

During the second quarter of 2021, the accelerated share repurchase program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.

The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 2.7 million, with an average price paid per share of $18.63.

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

(2) In June 2021, we entered into the 2021 ASR Program with Deutsche Bank to repurchase an aggregate of $100.0 million of our common stock.

We made an upfront payment of $100.0 million pursuant to the accelerated share repurchase program and received an initial delivery of 3.9 million shares which were retired and recorded as a $80.0 million reduction to stockholders’ equity.

The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock.

In October 2021, the accelerated share repurchase program was completed and we received an additional 0.4 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.

The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 4.4 million, with an average price paid per share of $22.82.

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

Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

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.

Years Ended December 31,

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

2018 (2) (3) (4)

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

Net income (loss) $ ( 43,609 ) $ (90,419) $ (157,957) $ (22,862) $ 6,820

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

Stockholders’ equity $ 905,113 $ 970,918 $ 1,012,112 $ 571,584 $ 552,782

______________________________________

(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.

(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.

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