PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Our common stock is traded on the NASDAQ Global Select Market under the symbol PLCM. The following table presents the high and low sale prices for our common stock for the periods indicated.
High Low
Year Ended December 31, 2012:
First Quarter ... $ 22.34 $ 15.61 Second Quarter ... 19.30 9.79 Third Quarter ... 12.03 7.45 Fourth Quarter ... 11.17 9.04
Year Ended December 31, 2013:
First Quarter ... $ 11.94 $ 9.00 Second Quarter ... 11.85 9.80 Third Quarter ... 11.72 9.36 Fourth Quarter ... 11.30 10.29
Year Ending December 31, 2014:
First Quarter (through February 13, 2014) ... $ 12.98 $ 11.08
On February 13, 2014, the last reported sale price of our common stock as reported on the NASDAQ Global Select Market was $12.87 per share. As of December 31, 2013, there were approximately 960 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividend on our capital stock and do not anticipate, at this time, paying any cash dividends on our capital stock in the near future. We currently intend to retain any future earnings for use in our business, future acquisitions or future purchases of our common stock.
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities in fiscal 2013. Share Repurchases
The following table provides a month-to-month summary of the stock repurchase activity based upon settlement date during the fourth quarter ended December 31, 2013:
Period Total Number of Shares Purchased(1)(2) Average Price Paid per
Share(1)(2) Total Number of Shares Purchased as Part of Publicly Announced Plan(2) Approximate Dollar Value of Shares
that May Yet be Purchased Under the Plan(2) 10/1/13 to 10/31/13 ... 1,292 $ 10.77 — $ 400,000,000 11/1/13 to 11/30/13 ... 27,492,478 $ 10.40 27,446,794 $ 114,553,000 12/1/13 to 12/31/13 ... 7,959,307 (2) 7,955,094 $ —
Total ... 35,453,077 35,401,888
(1) Includes 51,189 shares repurchased in October through December 2013 to satisfy tax withholding obligations as a result of the vesting of performance shares and restricted stock units.
(2) In September 2013, we announced that our Board of Directors had authorized the repurchase of $400.0 million, or
approximately 20 percent of our outstanding common stock (“Return of Capital Program”), through a $250.0 million modified “Dutch Auction” self-tender offer (the “Tender Offer”) and subsequent privately negotiated transactions. We funded the program with $150.0 million in cash and a new $250.0 million Term Loan. The $400.0 million share repurchase authorization superseded any other remaining outstanding share repurchase authorization as of the commencement of the Tender Offer. The Tender Offer expired on October 30, 2013. Based upon the final results of the Tender Offer, we accepted for purchase
approximately 27.4 million shares of our common stock at a purchase price of $10.40 per share, for an aggregate cost of $285.4 million, excluding fees and expenses related to the Tender Offer.
In December 2013, we entered into separate accelerated share repurchase (“ASR”) agreements with two financial institutions to repurchase an aggregate of $114.6 million of common stock as part of the concluding phase of our $400.0 million Return of Capital Program announced in September 2013. Under the terms of the ASR agreements, we paid an aggregate $114.6 million of cash and received an initial delivery of approximately 8.0 million shares on December 5, 2013 (included in the above table).The final number of shares to be repurchased will be based on the Company’s volume-weighted average stock price less an agreed upon discount during the term of the transactions. The share repurchase authorization remaining at December 31, 2013 was zero. The transactions are expected to be completed by June 30, 2014 or earlier at the option of the counterparties, or later under certain circumstances. See Note 13 of Notes to Consolidated Financial Statements for further information.
Stock Performance Graph
The performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
The stock price performance graph depicted below reflects a five-year comparison of the cumulative total shareholder return (change in stock price plus reinvestment dividends) on Polycom common stock with the cumulative total returns of the Nasdaq Composite Index and the Morgan Stanley High Technology Index. The performance graph covers the period from December 31, 2008 through the fiscal year ended December 31, 2013.
The graph assumes that $100 was invested on December 31, 2008, in the Company’s common stock or in each of indexes and that all dividends were reinvested. No cash dividends have been declared on Polycom common stock.
The stock price performance shown on the graph is not indicative of future price performance. Information used in the graph was obtained from a third party investment research firm, a source believed to be reliable, but the Company is not responsible for any
200 00 250.00 300.00 350.00
Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100
December 2013 0.00 50.00 100.00 150.00 200.00 250.00 300.00 350.00 2008 2009 2010 2011 2012 2013
Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100
December 2013