IMMERSION CORP 10-Q

Item 1 . Financial Statements IMMERSION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 27,484 $ 48,820 Investments - current 120,920 100,918 Accounts and other receivables 1,736 1,235 Prepaid expenses and other current assets 8,925 9,347 Total current assets 159,065 160,320 Property and equipment, net 272 293 Investments - noncurrent 25,604 17,040 Long-term deposits 4,306 4,324 Deferred tax assets 7,217 7,217 Other assets 654 916 Total assets $ 197,118 $ 190,110 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 22 $ 86 Accrued compensation 770 2,029 Deferred revenue - current 4,766 4,766 Other current liabilities 14,046 12,465 Total current liabilities 19,604 19,346 Deferred revenue - noncurrent 11,440 12,629 Other long-term liabilities 345 435 Total liabilities 31,389 32,410 Commitments and contingencies (Note 5) Stockholders’ equity: Common stock and additional paid-in capital 322,847 322,714 Accumulated other comprehensive income 577 202 Accumulated deficit ( 61,738 ) ( 70,016 ) Treasury stock ( 95,957 ) ( 95,200 ) Total stockholders’ equity 165,729 157,700 Total liabilities and stockholders’ equity $ 197,118 $ 190,110 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2023 2022 Revenues: Royalty and license $ 7,009 $ 7,230 Development, services, and other 65 78 Total revenues 7,074 7,308 Operating expenses: Sales and marketing 96 486 Research and development 130 513 General and administrative 3,589 2,706 Total operating expenses 3,815 3,705 Operating income 3,259 3,603 Interest and other income (loss), net 6,526 2,034 Income before provision for income taxes 9,785 5,637 Provision for income taxes ( 1,507 ) ( 561 ) Net income $ 8,278 $ 5,076 Basic net income per share $ 0.25 $ 0.15 Shares used in calculating basic net income per share 32,603 33,996 Diluted net income per share $ 0.25 $ 0.15 Shares used in calculating diluted net income per share 33,085 34,268 Other comprehensive income, net of tax Deferred gains on available-for-sale marketable debt securities 565 530 Realized gains on available-for-sale marketable debt securities reclassified to net income ( 190 ) $ ( 289 ) Total comprehensive income $ 8,653 $ 5,317 See accompanying Notes to Condensed Consolidated Financial Statements. 2 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except number of shares) (Unaudited) Three Months Ended March 31, 2023 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders ’ Equity Shares Amount Shares Amount Balances at December 31, 2022 46,974,598 $ 322,714 $ 202 $ ( 70,016 ) 14,727,582 $ ( 95,200 ) $ 157,700 Net income — — — 8,278 — — 8,278 Unrealized gain on available-for-sale securities, net of taxes — — 375 — — — 375 Release of restricted stock units and awards, net of shares withheld 401,955 — — — 97,936 ( 757 ) ( 757 ) Issuance of stock for ESPP purchase 1,298 6 — — — — 6 Shares issued to an employee in lieu of cash compensation 50,643 385 — — — — 385 Dividends declared — ( 1,204 ) — — — — ( 1,204 ) Stock-based compensation — 946 — — — — 946 Balances at March 31, 2023 47,428,494 $ 322,847 $ 577 $ ( 61,738 ) 14,825,518 $ ( 95,957 ) $ 165,729 Three Months Ended March 31, 2022 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balances at December 31, 2021 46,534,198 $ 323,296 $ 412 $ ( 100,680 ) 12,143,433 $ ( 81,733 ) $ 141,295 Net income — — — 5,076 — — 5,076 Unrealized gain on available-for-sale securities, net of taxes — — 241 — — — 241 Stock repurchases 938,781 ( 4,442 ) ( 4,442 ) Release of restricted stock units and awards 116,811 — — — — — — Issuance of stock for ESPP purchase 7,725 34 — — — — 34 Shares issued in connection with public offering, net of issuance costs — 5 — — — — 5 Stock-based compensation — 1,141 — — — — 1,141 Balances at March 31, 2022 46,658,734 $ 324,476 $ 653 $ ( 95,604 ) 13,082,214 $ ( 86,175 ) $ 143,350 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2023 2022 Cash flows provided by (used in) operating activities: Net income $ 8,278 $ 5,076 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation of property and equipment 21 35 Reduction in carrying value of right of use assets 151 171 Stock-based compensation 946 1,141 Net gains on investment in marketable securities ( 3,683 ) ( 3,534 ) Net (gain) loss on derivative instruments ( 615 ) 2,795 Foreign currency remeasurement losses — 131 Shares issued to an employee in lieu of cash compensation 385 — Other ( 26 ) ( 17 ) Changes in operating assets and liabilities: Accounts and other receivables ( 501 ) ( 109 ) Prepaid expenses and other current assets 383 1,644 Long-term deposits 18 4,611 Other assets 113 757 Accounts payable ( 68 ) 52 Accrued compensation ( 1,259 ) 12 Other current liabilities 602 ( 77 ) Deferred revenue ( 1,189 ) ( 1,295 ) Other long-term liabilities ( 33 ) ( 355 ) Net cash and cash equivalents provided by operating activities 3,523 11,038 Cash flows provided by (used in) investing activities: Purchases of marketable securities and other investments ( 54,954 ) ( 36,778 ) Proceeds from sale or maturities of marketable securities and other investments 30,771 39,899 Proceeds from sale of derivative instruments 5,844 6,817 Payments for settlement of derivative instruments ( 1,369 ) ( 5,105 ) Net cash and cash equivalents provided by (used in) investing activities ( 19,708 ) 4,833 Cash flows provided by (used in) financing activities: Dividends payments to stockholders ( 4,400 ) — Payment for purchases of treasury stock — ( 4,442 ) Shares withheld to cover payroll taxes ( 757 ) — Other financing activities 6 39 Net cash and cash equivalents used in financing activities ( 5,151 ) ( 4,403 ) Net increase (decrease) in cash and cash equivalents ( 21,336 ) 11,468 Cash and cash equivalents: Beginning of period 48,820 51,490 End of period $ 27,484 $ 62,958 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2023 2022 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 19 $ 17 Supplemental disclosure of non-cash investing, and financing activities: Dividends declared but not yet paid $ 1,015 $ — Leased assets obtained in exchange for new operating lease liabilities $ — $ 120 5 Table of Contents NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES Description of Business Immersion Corporation (the “Company”, “Immersion”, “we” or “us”) was incorporated in 1993 in California and reincorporated in Delaware in 1999. We focus on the creation, design, development, and licensing of innovative haptic technologies that allow people to use their sense of touch more fully as they engage with products and experience the digital world around them. We have adopted a business model under which we provide advanced tactile software, related tools and technical assistance designed to help integrate our patented technology into our customers’ products or enhance the functionality of our patented technology to certain customers, and offer licenses for our patented technology to other customers. Impact of COVID-19 The outbreak of a novel strain of coronavirus (“COVID-19”) caused governments and public health officials around the world to implement stringent measures to help control the spread of the virus. In response to the COVID-19 pandemic, we implemented work-from-home and restricted travel policies in the first quarter of 2020, but have since lifted our travel restriction and our employees now work either from the office or from home. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Immersion and our wholly-owned subsidiaries. All intercompany accounts, transactions, and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ U.S. GAAP ” ) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows, in conformity with U.S. GAAP and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments consisting of only normal and recurring items necessary for the fair presentation of the financial position and results of operations for the interim periods presented have been included. Certain prior year amounts have been reclassified to conform with the current year presentation. Use of Estimates The preparation of condensed consolidated financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of the condensed consolidated financial statements. Significant estimates include revenue recognition, fair value of financial instruments, useful lives of property and equipment, valuation of income taxes including uncertain tax provisions, stock-based compensation and long-term deposits for withholding taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. 6 Table of Contents Segment Information We develop, license, and support a wide range of software and intellectual property (“IP”) that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial. We manage these application areas in one operating and reporting segment with only one set of management, development, and administrative personnel. Our chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM approves budgets and allocates resources to and assesses the performance of our business using information about our revenue and operating loss. There is only one segment that is reported to management. Recent Account Pronouncements We do not expect recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2023, to have significant impact on our financial positions and results of operations. 2. REVENUE RECOGNITION Disaggregated Revenue The following table presents the disaggregation of our revenue for the three months ended March 31, 2023 , and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Fixed fee license revenue $ 1,214 $ 1,745 Per-unit royalty revenue 5,795 5,485 Total royalty and license revenue 7,009 7,230 Development, services, and other revenue 65 78 Total revenues $ 7,074 $ 7,308 Per-unit Royalty Revenue We record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. When we do not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in our quarterly results for such quarter, we accrue the related revenue based on estimates of our licensees’ underlying sales, subject to certain constraints on our ability to estimate such amounts. We develop such estimates based on a combination of available data including, but not limited to, approved customer forecasts, a look back at historical royalty reporting for each of our customers, and industry information available for the licensed products. As a result of accruing per-unit royalty revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true up revenue to the actual amounts reported by our licensees. In the three months ended March 31, 2023, we recorded adjustments of $ 0.4 million to increase royalty revenue. We recorded adjustments of $ 0.3 million to increase royalty revenue during the three months ended March 31, 2022. Contract Assets As of March 31, 2023 , we had contract assets of $ 6.8 million included within Prepaid expenses and other current asset s, and $ 0.4 million included within Other assets on the Condensed Consolidated Balance Sheets . As of December 31, 2022, we had contract assets of $ 7.7 million included within Prepaid expenses and other current assets , and $ 0.5 million included within Other assets on the Condensed Consolidated Balance Sheets . 7 Table of Contents Contract assets decreased by $ 1.1 million from January 1, 2023, to March 31, 2023, primarily due to actual royalties billed during the quarter. Deferred Revenue We recognize revenue from a fixed fee license agreement when we have satisfied our performance obligations, which typically occurs upon the transfer of rights to our technology upon the execution of the license agreement. However, in certain contracts, we grant a license to our existing patent portfolio at the inception of the license agreement as well as rights to the portfolio as it evolves throughout the contract term. For such arrangements, we have concluded that there are two separate performance obligations: • Performance Obligation A: Transfer of rights to our patent portfolio as it exists when the contract is executed; and • Performance Obligation B: Transfer of rights to our patent portfolio as it evolves over the term of the contract, including access to new patent applications that the licensee can benefit from over the term of the contract. If a fixed fee license agreement contains only Performance Obligation A, we recognize the revenue from the agreement at the inception of the contract. For fixed fee license agreements that contain both Performance Obligation A and B, we allocate the transaction price based on the standalone price for each of the two performance obligations. We use a number of factors primarily related to the attributes of our patent portfolio to estimate standalone prices related to Performance Obligation A and B. Once the transaction price is allocated, the portion of the transaction price allocable to Performance Obligation A is recognized in the period the license agreement is signed and the customer can benefit from rights provided in the contract. The portion allocable to Performance Obligation B is recognized on a straight-line basis over the contract term which best represents the ongoing and continuous nature of the patent prosecution process. For such contracts, a contract liability account is established and included within Deferred revenue on the Condensed Consolidated Balance Sheet s. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract are presented on a net basis. Based on contracts signed and payments received as of March 31, 2023, we expect to recognize $ 16.2 million in revenue related to Performance Obligation B under our fixed fee license agreements, which are satisfied over time, including $ 10.5 million over one to three years and $ 5.7 million over more than three years. As of December 31, 2022, total deferred revenue was $ 17.4 million. We recognized $ 1.2 million of deferred revenue during the three months ended March 31, 2023. 3. INVESTMENTS AND FAIR VALUE MEASUREMENTS Marketable Securities We invest surplus funds in excess of operational requirements in a diversified portfolio of marketable securities, with the objectives of delivering competitive returns, maintaining a high degree of liquidity, and seeking to avoid the permanent impairment of principal. We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Investments are considered impaired when a decline in fair value is judged to be other-than-temporary. If the cost of an individual investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, we will record an impairment charge and establish a new cost basis for the investment. 8 Table of Contents Marketable securities as of March 31, 2023 and December 31, 2022 consisted of the following (in thousands): March 31, 2023 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Mutual funds $ 26,683 $ — $ ( 2,988 ) $ 23,695 Equity securities 56,485 4,877 ( 6,077 ) 55,285 Total marketable equity securities 83,168 4,877 ( 9,065 ) 78,980 Marketable debt securities U.S. treasury securities 48,534 413 ( 13 ) 48,934 Corporate bonds 18,555 211 ( 156 ) 18,610 Total marketable debt securities 67,089 624 ( 169 ) 67,544 $ 150,257 $ 5,501 $ ( 9,234 ) $ 146,524 December 31, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Mutual funds $ 26,352 $ — $ ( 3,143 ) $ 23,209 Equity securities 53,273 2,776 ( 5,836 ) 50,213 Total marketable equity securities 79,625 2,776 ( 8,979 ) 73,422 Marketable debt securities U.S. treasury securities 25,640 182 ( 24 ) 25,798 Corporate bonds 13,496 48 ( 106 ) 13,438 Total marketable debt securities 39,136 230 ( 130 ) 39,236 $ 118,761 $ 3,006 $ ( 9,109 ) $ 112,658 The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of March 31, 2023 (in thousands) are as follows: March 31, 2023 Amortized Cost Fair Value Less than 1 year $ 41,559 $ 41,939 1 to 5 years 20,247 20,204 More than 5 years 5,283 5,400 Total $ 67,089 $ 67,543 9 Table of Contents Derivative Financial Instruments Our derivative instruments consisted of call and put options sold at their fair value as of the balance sheet date. These derivative instruments are reported as Other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 Cost Unrealized Losses Fair Value Derivative instruments $ 6,848 $ 662 $ 7,510 $ 6,848 $ 662 $ 7,510 December 31, 2022 Cost Unrealized Losses Fair Value Derivative instruments $ 2,987 $ 662 $ 3,649 $ 2,987 $ 662 $ 3,649 A summary of realized and unrealized gains and losses from our equity securities and derivative instruments are as follows (in thousands): Three Months Ended March 31, 2023 2022 Net unrealized gains recognized on marketable equity securities $ 2,014 $ 2,140 Net realized gains recognized on marketable equity securities 1,669 1,026 Net unrealized losses recognized on derivative instruments ( 102 ) ( 2,661 ) Net realized gains (losses) recognized on derivative instruments 717 ( 134 ) Net realized gains recognized on marketable debt securities — 368 Total net gains recognized in interest and other income (loss), net $ 4,298 $ 739 Fair Value Measurements Our financial instruments measured at fair value on a recurring basis consisted of money-market funds, mutual funds, equity securities, corporate debt securities and derivatives. Equity securities are classified within Level 1 of the fair value hierarchy as they are valued based on quoted market price in an active market. Corporate debt securities and derivative instruments are valued based on quoted prices in markets that are less active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency are generally classified within Level 2 of the fair value hierarchy. Financial instruments valued based on unobservable inputs which reflect the reporting entity’s own assumptions or data that market participants would use in valuing an instrument are generally classified within Level 3 of the fair value hierarchy. We did not hold Level 3 financial instruments as of March 31, 2023 , and December 31, 2022 . 10 Table of Contents Financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 are classified based on the valuation technique in the table below (in thousands): March 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: U.S. treasury securities $ — $ 48,934 $ — $ 48,934 Mutual funds 23,695 — — 23,695 Equity securities 55,285 — — 55,285 Corporate bonds — 18,610 — 18,610 Total assets at fair value $ 78,980 $ 67,544 $ — $ 146,524 Liabilities Derivative instruments $ — $ 7,510 $ — $ 7,510 Total liabilities at fair value $ — $ 7,510 $ — $ 7,510 December 31, 2022 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Certificate of deposit $ — $ 5,300 $ — $ 5,300 U.S.treasury securities — 25,798 — 25,798 Mutual funds 23,209 — — 23,209 Equity securities 50,213 — — 50,213 Corporate bonds — 13,438 — 13,438 Total assets at fair value $ 73,422 $ 44,536 $ — $ 117,958 Liabilities Derivative instruments $ — $ 3,649 $ — $ 3,649 Total liabilities at fair value $ — $ 3,649 $ — $ 3,649 11 Table of Contents 4. BALANCE SHEETS DETAILS Cash and Cash Equivalents Cash and cash equivalents were as follows (in thousands): March 31, 2023 December 31, 2022 Cash $ 7,972 $ 9,630 Money market funds 19,512 13,586 Certificates of deposit (1) — 25,604 Cash and cash equivalents $ 27,484 $ 48,820 (1) Represents certificates of deposit with initial maturity days of 90 days or less. Investments - Current Investments - current were as follows (in thousands): March 31, 2023 December 31, 2022 Certificates of deposit (2) $ — $ 5,300 Marketable securities 78,981 73,422 U.S. treasury securities 41,939 22,196 Short-term investments $ 120,920 $ 100,918 (2) Represents investments with initial maturity days between 91 days and one year. Accounts and Other Receivables Accounts and other receivables were as follows (in thousands): March 31, 2023 December 31, 2022 Trade accounts receivables $ 491 $ 1,003 Other receivables 1,245 232 Accounts and other receivables $ 1,736 $ 1,235 Allowance for credit losses as of March 31, 2023 and December 31, 2022 were not material. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows (in thousands): March 31, 2023 December 31, 2022 Prepaid expenses $ 2,033 $ 1,576 Contract assets - current 6,837 7,671 Other current assets 55 100 Prepaid expenses and other current assets $ 8,925 $ 9,347 12 Table of Contents Investments - noncurrent Investments- noncurrent were as follows (in thousands): March 31, 2023 December 31, 2022 U.S. treasury securities $ 6,994 $ 3,602 Marketable debt securities 18,610 13,438 Investments- noncurrent $ 25,604 $ 17,040 Other Assets Other assets were as follows (in thousands): March 31, 2023 December 31, 2022 Contract assets - long-term 436 545 Lease right-of-use assets 210 360 Other assets 8 11 Total other assets $ 654 $ 916 Other Current Liabilities Other current liabilities were as follows (in thousands): March 31, 2023 December 31, 2022 Derivative instruments $ 7,510 $ 3,649 Lease liabilities - current 263 486 Income taxes payable 4,156 2,700 Dividends payable 1,015 4,212 Other current liabilities 1,102 1,418 Total other current liabilities $ 14,046 $ 12,465 5. CONTINGENCIES From time to time, we receive claims from third parties asserting that our technologies, or those of our licensees, infringe on the other parties’ IP rights. Management believes that these claims are without merit. Additionally, periodically, we are involved in routine legal matters and contractual disputes incidental to our normal operations. In management’s opinion, unless we disclosed otherwise, the resolution of such matters will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. In the normal course of business, we provide indemnification of varying scope to customers, most commonly to licensees in connection with licensing arrangements that include our IP, although these provisions can cover additional matters. Historically, costs related to these guarantees have not been significant, and we are unable to estimate the maximum potential impact of these guarantees on our future results of operations. 13 Table of Contents LGE Korean Withholding Tax Matter On October 16, 2017, we received a letter from LG Electronics Inc. (“LGE”) requesting that we reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following an investigation where the tax authority determined that LGE failed to withhold on LGE’s royalty payments to Immersion Software Ireland, a subsidiary of the Company, from 2012 to 2014 . Pursuant to an agreement reached with LGE, on April 8, 2020, we provided a provisional deposit to LGE in the amount of KRW 5,916,845,454 (approximately $ 5.0 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korean courts. In the second quarter of 2020 , we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets . On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes. The Korea Tax Tribunal hearing took place on March 5, 2019. On March 19, 2019, the Korea Tax Tribunal issued its ruling in which it decided not to accept our arguments with respect to the Korean tax authorities’ assessment of withholding tax and penalties imposed on LGE. On behalf of LGE, we filed an appeal with the Korea Administrative Court on June 10, 2019. The Company has had numerous hearings before the Korea Administrative Court in the years 2019 through 2022. The Korea Administrative Court had indicated that it expected to render a decision on this matter by December 31, 2022, but had subsequently updated the parties to indicate that a decision on this matter was expected by February 16, 2023. On February 15, 2023, we were informed that the Korea Administrative Court had scheduled another hearing for April 27, 2023 due to a change in the main judge for this matter. We had a hearing on April 27, 2023, and the Korea Administrative Court indicated that it expects to render a decision on this matter by June 8, 2023. On April 25, 2023, we received notice from LGE requesting us to reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following a recent tax audit of LGE for the years 2018 through 2022 in the amount of KRW 3,025,251,775 (approximately $ 2.3 million). We are currently evaluating our next steps with respect to the reimbursement of such withholding taxes in accordance with our obligations pursuant to the license agreement with LGE. As of March 31, 2023, we have accrued $ 0.3 million of withholding taxes, interest and penalties related to the 2018 to 2022 period for which the Korean tax authorities have recently assessed LGE. The additional income tax is accrued in Other Current Liabilities in our Condensed Consolidated Balance Sheets. Based on the developments in these cases, we regularly reassess the likelihood that we will prevail in the claims from the Korean tax authorities with respect to the LGE case. To the extent that we determine that it is more likely than not that we will prevail against the claims from the Korean tax authorities, then no additional tax expense is provided for in our Condensed Consolidated Statements of Income and Comprehensive Income . In the event that we determine that it is more likely than not that we will not prevail against the claims from the Korean tax authorities, or a portion thereof, then we would estimate the anticipated additional tax expense associated with that outcome and record it as additional income tax expense in our Condensed Consolidated Statements of Income and Comprehensive Income in the period of the new determination. If the additional income tax expense was related to the periods assessed by Korean tax authorities and for which we recorded a Long-term deposits on our Condensed Consolidated Balance Sheets , then the additional income tax expense would be recorded as an impairment to the Long-term deposits . If the additional income tax expense was not related to the periods assessed by Korean tax authorities and for which we recorded in Long-term deposits on our Condensed Consolidated Balance Sheets , then the additional income tax expense would be accrued as an Other current liabilities . In the event that we do not ultimately prevail in our appeal in the Korean courts with respect to this case, the applicable deposits included in Long-term deposits would be recorded as additional income tax expense on our Condensed Consolidated Statements of Income and Comprehensive Income , in the period in which we do not ultimately prevail. In the fourth quarter of 2021, we recorded an impairment charge of $ 0.8 million related to the long-term deposits paid to LGE. Immersion Corporation vs. Meta Platforms, Inc., f/k/a Facebook, Inc. On May 26, 2022, we filed a complaint against Meta Platforms, Inc. (formerly known as Facebook, Inc.) (“Meta”) in the United States District Court for the Western District of Texas. The complaint alleges that Meta’s augmented and virtual reality (“AR/VR”) systems, including the Meta Quest 2, infringe six of our patents that cover various uses of haptic effects in connection with such AR/VR systems. We are seeking to enjoin Meta from further infringement and to recover a reasonable royalty for such infringement. 14 Table of Contents The complaint against Meta asserts infringement of the following patents: • U.S. Patent No. 8,469,806: “System and method for providing complex haptic stimulation during input of control gestures, and relating to control of virtual equipment” • U.S. Patent No. 8,896,524: “Context-dependent haptic confirmation system” • U.S. Patent No. 9,727,217: “Haptically enhanced interactivity with interactive content” • U.S. Patent No. 10,248,298: “Haptically enhanced interactivity with interactive content” • U.S. Patent No. 10,269,222: “System with wearable device and haptic output device” • U.S. Patent No. 10,664,143: “Haptically enhanced interactivity with interactive content” Meta responded to our complaint on August 1, 2022. On September 12, 2022, Meta filed a motion to transfer the lawsuit to the Northern District of California or, in the alternative, to the Austin Division of the Western District of Texas. Meta’s motion remains pending, and a hearing on the transfer motion occurred on January 23, 2023. In the meantime, the claim construction briefing is closed, and fact discovery opened on February 7, 2023. The claim construction hearing was scheduled for March 6, 2023, but was rescheduled by the Court for April 24, 2023 and again rescheduled to May 11, 2023. Immersion Corporation vs. Xiaomi Group On or about March 3, 2023, we initiated patent infringement lawsuits against several companies of the Xiaomi-Group (the “Xiaomi-Group”) in Germany, France and India. We initiated lawsuits against Xiaomi-Group companies and their agents in the Düsseldorf Regional Court in Germany, the Tribunal judiciaire de Paris (Paris First Instance Civil Court) in France, and the High Court of Delhi, at New Delhi, in India. The complaints allege that the Xiaomi-Group’s devices, including the Xiaomi 12, infringe our patents that cover various uses of haptic effects in connection with such devices. We are seeking injunctions that would allow us to prohibit Xiaomi-Group from selling the infringing devices in Germany, France and India, as well as costs and damages as compensation for such infringement. The complaints against the Xiaomi-Group assert infringement of the following patents: • EP 2 463 752 B1 (German part) titled “ Haptisches Feedback-System mit gespeicherten Effekten ” • EP 2 463 752 B1 (French part) titled “ Système de rendu haptique avec stockage d’effets ” • IN 304 396 (India) titled “ Haptic Feedback System With Stored Effects” 15 Table of Contents 6. STOCK-BASED COMPENSATION Stock Options and Awards Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants. On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan to increase the number of shares reserved for issuance under the 2021 Plan by 4,621,488 shares. Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for such stock options. Stock options generally vest over four years and expire seven years from the applicable grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year . RSUs generally vest over three years . Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued. A summary of our equity incentive program as of March 31, 2023 is as follows (in thousands): Common stock shares available for grant 5,158 Stock options outstanding 140 RSUs outstanding 754 RSAs outstanding 75 PSUs outstanding 413 Time-Based Stock Options The following summarizes time-based stock options activities for the three months ended March 31, 2023: Number of Shares Underlying Stock Options (in thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 140 $ 7.57 4.03 $ — Granted — — Exercised — — Canceled or expired — — Outstanding as of March 31, 2023 140 $ 7.57 3.78 $ 193 Vested and expected to vest at March 31, 2023 138 $ 7.57 3.78 $ 190 Exercisable at March 31, 2023 111 $ 7.57 3.78 $ 153 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the exercise price of our common stock for the options that were in-the-money. 16 Table of Contents We did not grant stock options in the three months ended March 31, 2023. Restricted Stock Units The following summarizes RSU activities for the three months ended March 31, 2023: Number of Restricted Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 887 $ 5.85 2.38 $ 6,226 Granted — — Released ( 82 ) 5.67 Forfeited ( 51 ) 6.91 Outstanding at March 31, 2023 754 $ 5.79 2.22 $ 6,738 The aggregate intrinsic value is calculated as the market value as of the end of the reporting period. Restricted Stock Awards The following summarizes RSA activities for the three months ended March 31, 2023: Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2022 119 $ 5.47 1.31 Granted 75 8.31 Released ( 119 ) 5.47 Forfeited — — Outstanding at March 31, 2023 75 $ 8.31 1.00 Market Condition-Based Performance Stock Units The following summarizes PSU activities for the three months ended March 31, 2023: Number of Market Condition-Based Performance Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2022 615 $ 3.69 1.12 Granted — — Released ( 202 ) 3.65 Forfeited — — Outstanding at March 31, 2023 413 $ 3.71 1.00 17 Table of Contents Employee Stock Purchase Plan Under our 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase common stock through payroll deductions at a purchase price of 85 % of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants may not purchase more than 2,000 shares in a six -month offering period or purchase stock having a value greater than $ 25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock have been reserved for issuance under the ESPP. During the three months ended March 31, 2023 , 1,298 shares were purchased under the ESPP. Effective February 1, 2023, our ESPP was discontinued and 193,134 shares expired following the ESPP termination. Stock-based Compensation Expense Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards and ESPP for the three months ended March 31, 2023, and 2022 is as follows (in thousands): Three Months Ended March 31, 2023 2022 Stock options $ ( 56 ) $ ( 43 ) RSUs, RSAs and PSUs 1,002 1,187 ESPP — ( 3 ) Total $ 946 $ 1,141 Sales and marketing $ ( 99 ) $ 90 Research and development ( 74 ) 107 General and administrative 1,119 944 Total $ 946 $ 1,141 As of March 31, 2023 , there was $ 5.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.8 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 7. STOCKHOLDERS’ EQUITY Stock Repurchase Program On February 23, 2022, our Board of Directors (the " Board" ) approved a stock repurchase program of up to $ 30.0 million of our common stock for a period of up to twelve months (the "February 2022 Stock Repurchase Program"). Any stock repurchases were made through open market or privately negotiated transactions, at such times and in such amounts as management deemed appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Additionally, the Board authorized the use of derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The stock repurchase program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases depended on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program did not obligate us to repurchase any dollar amount or number of shares, and the program could be suspended or discontinued at any time. The February 2022 Stock Repurchase Program was terminated on December 29, 2022. 18 Table of Contents In the year ended December 31, 2022, we repurchased 1,637,566 shares of our common stock for $ 8.9 million at an average purchase price of $ 5.46 per share. The February 2022 Stock Repurchase Program was terminated on December 29, 2022. On December 29, 2022, the Board approved a stock repurchase program of up to $ 50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by the Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Additionally, the Board authorized the use of any derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The stock repurchase program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. We did not repurchase shares during the three months ended March 31, 2023. As of March 31, 2023, we had $ 50.0 million available for repurchase under the December 2022 Stock Repurchase Program. Dividends Payment On November 14, 2022, our Board declared a quarterly dividend in the amount of $ 0.03 per share, which was paid on January 30, 2023, to stockholders of record on January 15, 2023. In addition, on December 29, 2022, the Board declared a special dividend in the amount of $ 0.10 per share, which was paid on January 30, 2023 to stockholders of record on January 15, 2023. On February 21, 2023, the Board declared a second quarterly dividend, in the amount of $ 0.03 per share, which was paid on April 28, 2023 to stockholders of record on April 13, 2023. On May 10, 2023, we announced that the Board declared a quarterly dividend. The quarterly dividend, in the amount of $ 0.03 per share, will be payable, subject to any prior revocation, on July 28, 2023, to shareholders of record on July 13, 2023. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time. 8. INCOME TAXES Provision for income taxes the three months ended March 31, 2023 and 2022 consisted of the following (in thousands): Three Months Ended March 31, 2023 2022 Income before provision for income taxes $ 9,785 $ 5,637 Provision for income taxes ( 1,507 ) ( 561 ) Effective tax rate ( 15.4 ) % ( 10.0 ) % Provision for income taxes for the three months ended March 31, 2023 and 2022 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We maintain a partial valuation allowance against our U.S. federal deferred tax assets and maintain a full valuation allowance against our U.S. state and Canadian federal deferred tax assets. As of March 31, 2023, we had unrecognized tax benefits under Accounting Standards Certification (“ASC”) 740 Income Taxes of approximately $ 7.2 million and applicable interest of $ 0.1 million. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $ 3.2 million. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months. As of March 31, 2023, we had net deferred income tax assets of $ 7.0 million and deferred income tax liabilities of $ 0.1 million. Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state, and foreign taxing authorities may examine our tax returns for all years from 2005 through the current period. We maintain a valuation allowance against certain of our deferred tax assets, including certain federal, all state, and certain foreign deferred tax assets because of uncertainties regarding the realization of the asset balance due to historical losses, the variability of operating results, and uncertainty regarding near term projected results. If we determine the deferred tax assets are realizable based on our assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. 19 Table of Contents 9. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of shares of common stock, adjusted for any dilutive effect of potential common stock. Potential common stock, computed using the treasury stock method, includes stock options, stock awards and ESPP. The following is a reconciliation of the denominators used in computing basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2023 2022 Denominator: Weighted-average shares outstanding, basic 32,603 33,996 Shares related to outstanding options, unvested RSUs, RSAs, and PSUs 482 272 Weighted average shares outstanding, diluted 33,085 34,268 We include PSUs in the calculation of diluted earnings per share if the applicable performance condition has been satisfied as of the end of the reporting period and exclude stock equity awards if the performance condition has not been met. For the three months ended March 31, 2023 and 2022, we had stock options, RSUs, PSUs and RSAs outstanding that could potentially dilute basic earnings per share in the future, but these were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. These outstanding securities consisted of the following (in thousands): Three Months Ended March 31, 2023 2022 Stock options 140 239 RSUs, RSAs and PSUs 2 55 Total 142 294 10. LEASES We lease our office space under lease arrangements with expiration dates on or before March 31, 2024. We recognize lease expense on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets . We combine lease and non-lease components for new and reassessed leases. We apply discount rates to operating leases using a portfolio approach. Below is a summary of our right-of-use assets and lease liabilities (in thousands): Balance Sheets Classification March 31, 2023 December 31, 2022 Assets Right-of-use assets Other assets $ 210 $ 360 Liabilities Operating lease liabilities - current Other current liabilities 263 486 Operating lease liabilities - long-term Other long-term liabilities — 56 Total lease liabilities $ 263 $ 542 20 Table of Contents The table below provides supplemental information related to operating leases during the three months ended March 31, 2023 and 2022 (in thousands except for lease term): Three Months Ended March 31, 2023 2022 Cash paid within operating cash flow $ 282 $ 355 Weighted average lease terms (in years) 0.69 1.11 Weighted average discount rates N/A 3.93 % On June 6, 2022, we entered into a sublease agreement with Innovobot Fund LLP for our facility located in Montreal Canada (the “ Montreal Facility ” ). This sublease commenced on June 8, 2022, and ends on February 27, 2024 which approximates the lease termination date of the original Montreal Facility lease. On March 12, 2020, we entered into a sublease agreement with Neato Robotics, Inc. for our facility located in San Jose, California ( “ SJ Facility ” ). This sublease commenced in June 2020 and ended on April 30, 2023, which is the lease termination date of the original SJ Facility lease. In accordance with provisions of ASC 842, we treated each sublease as a separate lease as we were not relieved of the primary obligation under each original lease. We continue to account for each original lease as a lessee, in the same manner as prior to the commencement date of the sublease. We accounted for each sublease as a lessor of such lease. We classified each sublease as an operating lease as it did not meet the criteria of a Sale-Type or Direct Financing lease. We recognize operating lease expense and lease payments from the sublease, on a straight-line basis, in our Condensed Consolidated Statements of Income and Comprehensive Income over the lease terms. During the three months ended March 31, 2023 and 2022, our net operating lease expenses were as follows (in thousands): Three Months Ended March 31, 2023 2022 Operating lease cost $ 318 $ 210 Variable lease payments 128 137 Sublease income ( 257 ) ( 257 ) Total lease cost $ 189 $ 90 Minimum future lease payments obligations as of March 31, 2023 were as follows (in thousands): For the Years Ending December 31, 2023 $ 279 2024 39 Total lease payments 318 Less: Interest ( 55 ) Total lease liability $ 263 Future cash receipts from our sublease agreements as of March 31, 2023 were as follows (in thousands): For the Years Ending December 31, 2023 228 2024 33 Total $ 261 21 Table of Contents