IMMERSION CORP 10-Q

Item 1 . Financial Statements IMMERSION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 91,097 $ 56,071 Investments - current 88,010 104,291 Accounts and other receivables 6,028 2,241 Prepaid expenses and other current assets 8,701 9,847 Total current assets 193,836 172,450 Property and equipment, net 170 211 Investments - noncurrent 40,958 33,350 Long-term deposits 6,394 6,231 Deferred tax assets 3,343 3,343 Other assets 1 146 Total assets $ 244,702 $ 215,731 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 21 $ 47 Accrued compensation 3,187 3,127 Deferred revenue - current 12,314 4,239 Other current liabilities 14,586 11,900 Total current liabilities 30,108 19,313 Deferred revenue - noncurrent 8,213 8,390 Other long-term liabilities 4,925 4,926 Total liabilities 43,246 32,629 Commitments and contingencies (Note 5 ) Stockholders’ equity: Common stock and additional paid-in capital 322,310 322,182 Accumulated other comprehensive income 1,530 1,702 Accumulated deficit ( 17,385 ) ( 36,040 ) Treasury stock ( 104,999 ) ( 104,742 ) Total stockholders’ equity 201,456 183,102 Total liabilities and stockholders’ equity $ 244,702 $ 215,731 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATION S AND COMPREHENSIVE INCOME (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2024 2023 Revenues: Royalty and license $ 43,847 $ 7,009 Development, services, and other — 65 Total revenues 43,847 7,074 Operating expenses: Sales and marketing 1,338 96 Research and development 42 130 General and administrative 25,853 3,589 Total operating expenses 27,233 3,815 Operating income 16,614 3,259 Interest and other income (loss), net 8,106 6,526 Income before provision for income taxes 24,720 9,785 Provision for income taxes ( 6,065 ) ( 1,507 ) Net income $ 18,655 $ 8,278 Basic net income per share $ 0.60 $ 0.25 Shares used in calculating basic net income per share 31,028 32,603 Diluted net income per share $ 0.59 $ 0.25 Shares used in calculating diluted net income per share 31,406 33,085 Other comprehensive income, net of tax Deferred gains (losses) on available-for-sale marketable debt securities ( 37 ) 565 Realized gains on available-for-sale marketable debt securities reclassified to net income ( 135 ) ( 190 ) Total comprehensive income $ 18,483 $ 8,653 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, 2024 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, 2023 47,636,273 $ 322,182 $ 1,702 $ ( 36,040 ) 16,107,296 $ ( 104,742 ) $ 183,102 Net income — — — 18,655 — — 18,655 Unrealized gain on available-for-sale securities, net of taxes — — ( 172 ) — — — ( 172 ) Release of restricted stock units and awards, net of shares withheld 209,546 — — — 36,801 ( 257 ) ( 257 ) Stock option exercises — — — — — — — Shares issued to an employee in lieu of cash compensation 80,677 553 — — — — 553 Stock repurchases — — — — — — — Dividends declared — ( 1,502 ) — — — — ( 1,502 ) Stock-based compensation — 1,077 — — — — 1,077 Balances at March 31, 2024 47,926,496 $ 322,310 $ 1,530 $ ( 17,385 ) 16,144,097 $ ( 104,999 ) $ 201,456 Three Months Ended March 31, 2023 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) 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 gains 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 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, 2024 2023 Cash flows provided by (used in) operating activities: Net income $ 18,655 $ 8,278 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation of property and equipment 18 21 Reduction in carrying value of right of use assets 36 151 Stock-based compensation 1,077 946 Net gains on investment in marketable securities ( 2,690 ) ( 3,683 ) Net gain on derivative instruments ( 2,600 ) ( 615 ) Foreign currency remeasurement loss 49 — Shares issued to an employee in lieu of cash compensation 553 385 Other noncash ( 182 ) ( 26 ) Changes in operating assets and liabilities: Accounts and other receivables ( 186 ) ( 501 ) Prepaid expenses and other current assets 1,146 383 Long-term deposits ( 210 ) 18 Other assets 109 113 Accounts payable ( 27 ) ( 68 ) Accrued compensation 60 ( 1,259 ) Other current liabilities 6,191 602 Deferred revenue 7,898 ( 1,189 ) Other long-term liabilities — ( 33 ) Net cash and cash equivalents provided by operating activities 29,897 3,523 Cash flows provided by (used in) investing activities: Purchases of marketable securities and other investments ( 40,913 ) ( 54,954 ) Proceeds from sale or maturities of marketable securities and other investments 48,707 30,771 Proceeds from sale of derivative instruments 3,853 5,844 Payments for settlement of derivative instruments ( 4,771 ) ( 1,369 ) Net cash and cash equivalents provided by (used in) investing activities 6,876 ( 19,708 ) Cash flows provided by (used in) financing activities: Dividend payments to stockholders ( 1,490 ) ( 4,400 ) Shares withheld to cover payroll taxes ( 257 ) ( 757 ) Other financing activities — 6 Net cash and cash equivalents used in financing activities ( 1,747 ) ( 5,151 ) Net increase (decrease) in cash and cash equivalents 35,026 ( 21,336 ) Cash and cash equivalents: Beginning of period 56,071 48,820 End of period $ 91,097 $ 27,484 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, 2024 2023 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 32 $ 19 Supplemental disclosure of non-cash investing, and financing activities: Dividends declared but not yet paid $ 1,502 $ 1,015 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 offer licenses for our patented technology to our customers. 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 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 the applicable articles 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, 2023 . 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, 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, 2024 are not necessarily indicative of the results to be expected for the full year. Segment Information We develop, license, and support a wide range of 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. 6 Table of Contents 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 Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2023 - 09 : Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance will be effective for the fiscal year beginning January 1, 2025. The guidance does not affect recognition or measurement in our consolidated financial statements. We are evaluating the impact of this amendment on our consolidated financial statements. 2. REVENUE RECOGNITION Disaggregated Revenue The following table presents the disaggregation of our revenue for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Fixed fee license revenue $ 38,728 $ 1,214 Per-unit royalty revenue 5,119 5,795 Total royalty and license revenue 43,847 7,009 Development, services, and other revenue — 65 Total revenues $ 43,847 $ 7,074 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, 2024 , we recorded no adjustments to royalty revenue recognized in the previous quarter. We recorded adjustments of $ 0.4 million to increase royalty revenue during the three months ended March 31, 2023 . Contract Assets As of March 31, 2024 , we had contract assets of $ 6.5 million included within Prepaid expenses and other current asset s on the Condensed Consolidated Balance Sheets . As of December 31, 2023 , we had contract assets of $ 7.7 million included within Prepaid expenses and other current assets , and $ 0.1 million included within Other assets on the Condensed Consolidated Balance Sheets . Contract assets decreased by $ 1.4 million from January 1 , 2024 to March 31, 2024 , primarily due to actual royalties billed during the three months ended March 31, 2024 . 7 Table of Contents Fixed Fee License 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. On February 9, 2024, we entered into a Patent License and Settlement Agreement (the “License and Settlement Agreement”) with Meta , pursuant to which the parties have agreed to terms for resolving the litigation matters described above (the “Litigation”) and Meta will license, on a non-exclusive basis, our patent portfolio for use in its products. We accounted for the License and Settlement Agreement in accordance with provisions of Accounting Standard Codification 606 , Revenue from Contracts with Cus tomers , (“ASC 606 ”), and recorded $ 0.6 million, based on the remaining performance obligations, as Deferred revenue-current on our Condensed Consolidated Balance Sheets as of March 31, 2024. We will recognize this deferred revenue once the remaining performance obligations are met. See Note 5 . Contingencies of the Notes to Consolidated Financial Statements for more information on the Meta Agreement. Deferred Revenue On February 27, 2024, we entered into an agreement to renew of our license agreement with Nintendo Co., Ltd, (“Nintendo”). Under the terms of this agreement, Nintendo would obtain a license with respect to certain of our patents in return for $ 8.5 million of non-refundable, non-creditable fixed royalty revenue. The commencement date of this agreement is September 27, 2024. We received the $ 8.5 million fixed royalty payment from Nintendo in March 2024 and reported this payment as Deferred revenue-current on our Condensed Consolidated Balance Sheets . Based on contracts signed and payments received as of March 31, 2024 , we expect to recognize $ 20.5 million in revenue related to Performance Obligation B under our fixed fee license agreements, which are satisfied over time, including $ 17.2 million over one to three years and $ 3.3 million over more than three years. As of December 31, 2023 , total deferred revenue was $ 12.6 million. We recognized $ 1.2 million of deferred revenue during the three months ended March 31, 2024 . Capitalized Contract Costs We capitalize certain incremental costs incurred, such as commissions and legal costs in order to obtain new contracts with our customers if we expect to recover these costs. The capitalized contract costs are amortized upon recognition of the related revenue. We capitalized $ 0.3 million of incremental costs incurred to obtain new contracts with customers in the three months ended March 31, 2024. 8 Table of Contents 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. Marketable securities as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 52,576 $ 5,189 $ ( 4,094 ) $ 53,671 Marketable debt securities U.S. treasury securities 45,480 732 — 46,212 Corporate bonds 28,410 973 ( 298 ) 29,085 Total marketable debt securities 73,890 1,705 ( 298 ) 75,297 $ 126,466 $ 6,894 $ ( 4,392 ) $ 128,968 December 31, 2023 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 59,228 $ 7,896 $ ( 4,146 ) $ 62,978 Marketable debt securities U.S. treasury securities 53,662 1,307 ( 3 ) 54,966 Corporate bonds 19,422 472 ( 197 ) 19,697 Total marketable debt securities 73,084 1,779 ( 200 ) 74,663 $ 132,312 $ 9,675 $ ( 4,346 ) $ 137,641 The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of March 31, 2024 (in thousands) are as follows: March 31, 2024 Amortized Cost Fair Value Less than 1 year $ 33,622 $ 34,340 1 to 5 years 40,268 40,957 Total $ 73,890 $ 75,297 9 Table of Contents As of March 31, 2024, the fair value of corporate bonds with unrealized loss position was $ 8.8 million , with an aggregated loss of $ 0.3 million. There were no treasury securities with unrealized loss position. As of December 31, 2023, the fair value of available-for-sale debt securities in unrealized loss position for corporate bonds and U.S. treasury securities were $ 7.1 million and $ 2.7 million, respectively, with an aggregated loss of $ 0.2 million. For all available-for-sale debt securities that were in unrealized loss positions, we have determined that it is more likely than not we will hold the securities until maturity or a recovery of the cost basis. We had no credit-related impairment loss as of March 31, 2024 and December 31, 2023 . 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, 2024 and December 31, 2023 (in thousands): March 31, 2024 Cost Unrealized Losses Fair Value Derivative instruments $ 8,097 $ ( 3,685 ) $ 4,412 $ 8,097 $ ( 3,685 ) $ 4,412 December 31, 2023 Cost Unrealized Losses Fair Value Derivative instruments $ 8,797 $ ( 867 ) $ 7,930 $ 8,797 $ ( 867 ) $ 7,930 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, 2024 2023 Net unrealized gains (losses) recognized on marketable equity securities $ ( 2,655 ) $ 2,014 Net realized gains (losses) recognized on marketable equity securities 5,479 1,669 Net unrealized gains (losses) recognized on derivative instruments 2,818 ( 102 ) Net realized gains recognized on derivative instruments ( 218 ) 717 Net realized gains recognized on marketable debt securities ( 135 ) — Total net gains (losses) recognized in interest and other income (loss), net $ 5,289 $ 4,298 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, 2024 , and December 31, 2023 . 10 Table of Contents Financial instruments measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are classified based on the valuation technique in the table below (in thousands): March 31, 2024 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 $ 46,212 $ — $ — $ 46,212 Equity securities 53,671 — — 53,671 Corporate bonds — 29,086 — 29,086 Total assets at fair value $ 99,883 $ 29,086 $ — $ 128,969 Liabilities Derivative instruments $ — $ 4,412 $ — $ 4,412 Total liabilities at fair value $ — $ 4,412 $ — $ 4,412 December 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 $ 54,966 $ — $ — $ 54,966 Equity securities 62,977 — — 62,977 Corporate bonds — 19,697 — 19,697 Total assets at fair value $ 117,943 $ 19,697 $ — $ 137,640 Liabilities Derivative instruments $ — $ 7,930 $ — $ 7,930 Total liabilities at fair value $ — $ 7,930 $ — $ 7,930 11 Table of Contents 4. BALANCE SHEETS DETAILS Cash and Cash Equivalents Cash and cash equivalents were as follows (in thousands): March 31, 2024 December 31, 2023 Cash $ 13,927 $ 14,840 Money market funds 77,170 41,231 Cash and cash equivalents $ 91,097 $ 56,071 Investments - Current Investments - current were as follows (in thousands): March 31, 2024 December 31, 2023 Marketable equity securities $ 53,670 $ 62,978 U.S. treasury securities 34,340 41,313 Short-term investments $ 88,010 $ 104,291 Accounts and Other Receivables Accounts and other receivables were as follows (in thousands): March 31, 2024 December 31, 2023 Trade accounts receivables, net $ 1,411 $ 1,743 Other receivables 4,617 498 Accounts and other receivables $ 6,028 $ 2,241 Allowance for credit losses as of March 31, 2024 and December 31, 2023 were not material. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 2,079 $ 1,916 Contract assets - current 6,467 7,740 Other current assets 155 191 Prepaid expenses and other current assets $ 8,701 $ 9,847 12 Table of Contents Investments - noncurrent Investments- noncurrent were as follows (in thousands): March 31, 2024 December 31, 2023 U.S. treasury securities $ 11,872 $ 13,653 Marketable debt securities 29,086 19,697 Investments- noncurrent $ 40,958 $ 33,350 Other Current Liabilities Other current liabilities were as follows (in thousands): March 31, 2024 December 31, 2023 Derivative instruments $ 4,412 $ 7,930 Income taxes payable 7,791 1,730 Dividends payable 1,502 1,489 Other current liabilities 881 751 Total other current liabilities $ 14,586 $ 11,900 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 . In the fourth quarter of 2021 , we recorded an impairment charge of $ 0.8 million related to the long-term deposits paid to LGE. 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 related to the 2012 to 2014 period. 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. We have had numerous hearings before the Korea Administrative Court in the years 2019 through 2022 . We had a hearing on April 27, 2023, and the Korea Administrative Court rendered a decision on this matter on June 8, 2023, in which it ruled that the withholding taxes and penalties which were imposed by the Korean tax authorities on LGE should be cancelled with litigation costs to be borne by the Korean tax authorities. In connection with the Korea Administrative Court’s decision, the Korean tax authorities filed an appeal on June 28, 2023, with the Seoul High Court to seek the cancellation of the lower court’s decision. The appellate case is in progress at the Seoul High Court and the first hearing and the second hearing took place on November 30, 2023 and February 1, 2024, respectively. However, the next hearing will be set at a later date. 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 . Pursuant to an agreement reached with LGE, on June 2, 2023, we provided a provisional deposit to LGE in the amount of KRW 3,024,877,044 (approximately $ 2.3 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 2023 , we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets . On June 29, 2023, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes related to the 2018 to 2022 period. On August 7, 2023, the Korean tax authority submitted its answer against the tax appeal. On September 8, 2023, on behalf of LGE, the Company submitted its rebuttal brief in response thereto. On September 25, 2023, Korean tax authority submitted an additional response brief, and on November 23, 2023, the Korea Tax Tribunal rendered a decision against LGE, dismissing the claims of the Company on the grounds that its claims are without merit. In response thereto, on behalf of LGE, we filed an appeal with the Korea Administrative Court on December 29, 2023. The next hearing has not yet been set . As of March 31, 2024 , 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. These withholding taxes have been reclassified and reported as an impairment reduction to the Long-term deposit made in the third quarter of 2023 in order to present the deposit at its estimated recoverable value. Based on th e 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. 14 Table of Contents Immersion Corporation vs. Meta Platforms, Inc., f/k/a Facebook, Inc. (“Meta”) On May 26, 2022, we filed a complaint against 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. 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 the Company’s 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. The Court denied Meta’s motion on May 30, 2023, and held the claim construction hearing on the same day. The Court adopted certain claim constructions during the hearing, and issued a formal claim construction order consistent with those constructions on July 7, 2023. On August 2, 2023, Meta filed a mandamus petition asking the Federal Circuit to reverse the district court’s order on Meta’s transfer motion. Fact discovery closed on October 6, 2023. The Federal Circuit denied Meta’s mandamus petition on October 30, 2023. On November 10, 2023, we filed a separate action in the Western District of Texas against Meta directed to its newly launched Quest 3 product, asserting 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. 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” In addition, Meta filed inter partes reviews (“IPRs”), IPR2023-00942; IPR2023-00943; and IPR2023-00944 on May 25, 2023. These are directed to U.S. Patent Nos. 8,469,806; 8,896,524; and 10,269,222, respectively. The Company filed its response to IPR2023-00942 and IPR2023-0094 on September 8, 2023, and to IPR2023-00944 on September 12, 2023. Meta filed IPR2023-00945; IPR2023-00946; and IPR2023-00947 on May 26, 2023. These IPRs are directed to United States Patent Nos. 10,664,143; 9,727,217; and 10,248,298, respectively. The Patent Trial and Appeal Board instituted review of IPR2023-00942 on December 6, 2023; IPR2023-00943 on December 6, 2023; IPR2023-00944 on December 7, 2023; IPR2023-00945 on December 6, 2023; IPR2023-00946 on December 8, 2023; and IPR2023-00947 on December 6, 2023. 15 Table of Contents On January 16, 2024, Immersion and Meta jointly moved to stay all deadlines in district court because they had arrived at a settlement in principle. On January 17, 2024, the Court stayed all deadlines. Under the Court’s order, the parties were to either move to dismiss the proceedings if they finalized the settlement agreement, or alternatively they were to provide the Court with a status update, by January 31, 2024. On February 9, 2024 , we entered into a Patent License and Settlement Agreement (the “License and Settlement Agreement”) with Meta , pursuant to which the parties have agreed to terms for resolving the litigation matters described above (the “Litigation”) and Meta will license, on a non-exclusive basis, our patent portfolio for use in its products. Under the License and Settlement Agreement, in consideration for the license and releases granted therein, we received approximately $ 17.3 million, after deducting for legal fees related to the Litigation (and other pending litigation) and other liabilities. Pursuant to the License and Settlement Agreement, we and Meta agreed to terms for dismissal by them of the outstanding Litigation and the IPRs. On February 16, 2024, the parties dismissed the district court actions and requested permission from the Patent Trial and Appeal Board to dismiss the IPRs. The Patent Trial and Appear Board dismissed the IPRs on February 27, 2024. The description of the License and Settlement Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the License and Settlement Agreement, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference. 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 B 1 (German part) titled “ Haptisches Feedback-System mit gespeicherten Effekten ” • EP 2 463 752 B 1 (French part) titled “ Système de rendu haptique avec stockage d’effets ” • IN 304 396 (India) titled “ Haptic Feedback System With Stored Effects” On June 19, 2023, Xiaomi filed an initial response to the Company’s lawsuit in India. On July 7, 2023, the Indian litigation was listed before the Learned Joint Registrar, Mr. Siddharth Mathur. The application seeking interim injunction was set to be heard on March 21, 2024, but has been reset by the Court to be heard on July 22, 2024. On March 21, 2024, Xiaomi indicated that it would bring a counter claim to invalidate the Indian patent. 16 Table of Contents On July 11, 2023, in the German proceeding Xiaomi filed its nullity action in the German Federal Patent Court, which was served on Immersion on July 27, 2023. Immersion replied on October 27, 2023, and received Xiaomi’s response on February 2, 2024, with a decision expected sometime before August of 2024, and a hearing has been set for November 13, 2024. In the German infringement proceeding, Xiaomi’s statement of defense was due on October 25, 2023. Immersion’s reply was due on February 26, 2024. Xiaomi’s rejoinder is scheduled for July 25, 2024. The oral hearing is scheduled for August 29, 2024. The next case management hearing in the French proceeding is scheduled for June 6, 2024. Immersion Corporation vs. Valve Corporation ( “Valve ”) On May 15, 2023, we filed a complaint against Valve in the United States District Court for the Western District of Washington. The complaint alleges that Valve’s AR/VR systems, including the Valve Index, and handheld Steam Deck, infringe seven of our patents that cover various uses of haptic effects in connection with such AR/VR systems and other video game systems. We are seeking to enjoin Valve from further infringement and to recover a reasonable royalty for such infringement. The complaint against Valve asserts infringement of the following patents: • U.S. Patent No. 7,336,260 : “Method and Apparatus for Providing Tactile Sensations” • U.S. Patent No. 8,749,507 : “Systems and Methods for Adaptive Interpretation of Input from a Touch-Sensitive Input Device” • U.S. Patent No. 9,430,042 : “Virtual Detents Through Vibrotactile Feedback” • U.S. Patent No. 9,116,546 : “System for Haptically Representing Sensor Input” • U.S. Patent No. 10,627,907 : “Position Control of a User Input Element Associated With a Haptic Output Device” • U.S. Patent No. 10,665,067 : “Systems and Methods for Integrating Haptics Overlay in Augmented Reality” • U.S. Patent No. 11,175,738 : “Systems and Methods for Proximity-Based Haptic Feedback” Valve responded to the complaint on July 24, 2023 with a motion to dismiss. Valve re-noted its motion, which changed Immersion’s response deadline from August 14, 2023 to August 21, 2023. Immersion timely filed its response, and Valve filed its reply on August 25, 2023. The Court heard arguments on Valve’s motion on February 8, 2024. The Court entered a case schedule on November 21, 2023. The case schedule did not include a trial date but set the pretrial conference for May 30, 2025. Valve filed inter partes reviews (“IPRs”), IPR2024-00477 and IPR2024-00478 on January 19, 2024. These are directed to U.S. Patent Nos. 7,336,260 and 9,430,042 respectively. The Company’s response is due April 26, 2024, and April 29, 2024, respectively. Valve filed IPR2024-00508 on January 30, 2024, which is directed to U.S. Patent No. 9,116,546. The Company’s response is due May 9, 2024. Valve filed IPR2024-00556 and IPR2024-00557 on February 7, 2024. These are directed to U.S. Patent Nos. 8,749,507 and 10,665,067, respectively. The Company’s responses are due on May 15, 2024. Valve filed IPR2024-00582 on February 16, 2024, which is directed to U.S. Patent No. 11,175,738. The Company’s response is due June 27, 2024. Valve filed IPR2024-00714 on March 22, 2024, which is directed to U.S. Patent No. 10,627,907. The PTAB has not yet set a response due date. The parties submitted their joint claim construction statement and respective positions on March 29, 2024. On March 14, 2024, Valve filed a motion to stay the district court case pending the PTAB’s decisions on the IPRs. Immersion opposed the motion on March 25, 2024, and Valve filed its reply brief on March 29, 2024. The Court granted Valve’s motion to stay on April 4, 2024. In connection with that order, the Court struck Valve’s motion to dismiss with leave to refile at a later date. 17 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 (as amended, 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 previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. 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, 2024 is as follows (in thousands): Common stock shares available for grant 3,813 RSUs outstanding 1,250 RSAs outstanding — PSUs outstanding 400 As of March 31, 2024, we did not have any outstanding stock options. 18 Table of Contents Restricted Stock Units The following summarizes RSU activities for the three months ended March 31, 2024 : 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, 2023 1,128 $ 6.57 1.05 $ 7,964 Granted 256 6.83 Released ( 134 ) 6.14 Forfeited — — Outstanding at March 31, 2024 1,250 $ 6.47 1.05 $ 9,348 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, 2024 : 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, 2023 75 $ 8.31 0.24 Granted — — Released ( 75 ) 8.31 Forfeited — — Outstanding at March 31, 2024 — $ — — Market Condition-Based Performance Stock Units The following summarizes PSU activities for the three months ended March 31, 2024 : 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, 2023 400 $ 3.63 0.00 Granted — — Released — — Forfeited — — Outstanding at March 31, 2024 400 $ 3.63 0.00 19 Table of Contents 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 for the three months ended March 31, 2024 , and 2023 is as follows (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ ( 2 ) $ ( 56 ) RSUs, RSAs and PSUs 1,079 1,002 Total $ 1,077 $ 946 Sales and marketing $ 148 $ ( 99 ) Research and development 1 ( 74 ) General and administrative 928 1,119 Total $ 1,077 $ 946 As of March 31, 2024 , there was $ 4.6 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 1.79 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 20 Table of Contents 7 . STOCKHOLDERS’ EQUITY Stock Repurchase Program On December 29, 2022, our Board of Directors ( 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 10 b 5 - 1 trading plans adopted in accordance with Rule 10 b 5 - 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 December 2022 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 December 2022 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. On August 8, 2023, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on Dec ember 29, 2023 to December 29, 2024 . During 2023 , we repurchased 1,217,774 shares of our common stock for $ 8.3 million at average purchase price of $ 6.77 per share. We did not repurchase any stock during the three months ended March 31, 2024. As of March 31, 2024, we had $ 41.7 million available for repurchase under the December 2022 Stock Repurchase Program. Dividends Decl ared and Dividend Payments On February 21, 2023, the Board declared a 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 November 13, 2023, our Board declared a quarterly dividend in the amount of $ 0.045 per share, which was paid on January 25, 2024 to shareholders of record on January 14, 2024 . On February 28, 2024, our Board declared a quarterly dividend in the amount of $ 0.045 per share , which was paid on April 19, 2024 to shareholders of record on April 12, 2024 . On May 8, 2024, our Board declared a quarterly dividend in the amount of $ 0.045 per share , which was paid on July 26, 2024 to shareholders of record on July 8, 2024 . 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 our capital allocation strategy from time-to-time. In the three months ended March 31, 2024 and 2023 , the total dividends paid was $ 1.4 million and $ 4.4 million, respectively. 21 Table of Contents 8 . INCOME TAXES Provision for income taxes the three months ended March 31, 2024 and 2023 consisted of the following (in thousands): Three Months Ended March 31, 2024 2023 Income before provision for income taxes $ 24,720 $ 9,785 Provision for income taxes 6,065 1,507 Effective tax rate 24.5 % 15.4 % Provision for income taxes for the three months ended March 31, 2024 and 2023 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We provided no valuation allowance for federal assets, whose future realization is more likely than not and continue to maintain full valuation allowance for state deferred tax assets in the United States as well as federal tax assets in Canada. Changes in provision for income taxes resulted primarily from the change in income from continuing operations across various tax jurisdictions. We continue to maintain full valuation allowance for state and certain foreign deferred tax assets in the United States and Canada as a result 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. In the event that we determine the deferred tax assets are realizable based on an assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. The valuation allowance does not impact our ability to utilize the underlying net operating loss carryforwards. We also maintain liabilities for uncertain tax positions. As of March 31, 2024 , we had unrecognized tax benefits under Accounting Standards Certification (“ASC”) 740 Income Taxes of approximately $ 4.9 million of which $ 4.9 million could be payable in cash. In addition, interest and penalty of $ 0.2 million could also be payable in cash in relation to unrecognized tax benefits. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $ 4.9 million. We 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, 2024 , we had net deferred income tax assets of $ 3.3 million and deferred income tax liabilities of $ 6,000 . 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 2008 through the current period. 22 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 and stock awards. 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, 2024 2023 Denominator: Weighted-average shares outstanding, basic 31,028 32,603 Shares related to outstanding options, unvested RSUs, RSAs, and PSUs 378 482 Weighted average shares outstanding, diluted 31,406 33,085 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, 2024, we had no outstanding stock options and awards that could potentially dilute basic earnings per share in the future. For the three months ended March 31, 2023 , we had 140,000 outstanding stock options and 2,000 outstanding awards 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. 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. On January 31, 2022, we entered into an agreement to lease a 1,390 square feet of office space in Aventura, Florida (“Aventura Lease”). We use this facility as our principal executive offices and for general administrative functions. This lease commenced in the first quarter of 2022 and expired in March 2024. On April 4, 2024, we entered into an amendment of the Aventura Lease. The lease amendment commenced in April 2024 and expires at the end of the first quarter of 2026. We accounted for this lease as an operating lease in accordance with the provisions of ASC 842 Leases (“ASC 842 ”). We expect to record a lease liability of $ 0.1 million, which represents the present value of the lease payments using an estimated incremental borrowing rate of 4.72 %. We also recognized a right of use (“ROU”) asset of $ 0.1 million which represents our right to use an underlying asset for the lease term. Below is a summary of our ROU assets and lease liabilities (in thousands): Balance Sheets Classification March 31, 2024 December 31, 2023 Assets Right-of-use assets Other assets $ — $ 36 Liabilities Operating lease liabilities - current Other current liabilities — 39 Operating lease liabilities - long-term Other long-term liabilities — — Total lease liabilities $ — $ 39 23 Table of Contents The table below provides supplemental information related to operating leases during the three months ended March 31, 2024 and 2023 (in thousands except for lease term): Three Months Ended March 31, 2024 2023 Cash paid within operating cash flow $ 39 $ 282 Weighted average lease terms (in years) 0.00 0.69 Weighted average discount rates N/A N/A 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, 2024 and 2023 , our net operating lease expenses were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 39 $ 318 Variable lease payments 1 128 Sublease income — ( 257 ) Total lease cost $ 40 $ 189 As of March 31, 2024, we have no future lease obligation. 11. SUBSEQUENT EVENT Following the fiscal quarter ended March 31, 2024, Toro 18 Holdings LLC (“Investor”), a Delaware limited liability company and wholly owned subsidiary of Immersion, entered into a Standby, Securities Purchase and Debt Conversion Agreement (the “Purchase Agreement”), dated April 16, 2024, with Barnes & Noble Education, Inc., a Delaware corporation (“BNED”), and certain other parties. Pursuant to the Purchase Agreement, BNED will conduct a rights offering (the “Rights Offering”), whereby (i) BNED will distribute at no charge to the holders of its common stock (“BNED Common Stock”) non-transferable subscription rights (“Rights”) to purchase up to an aggregate of 900,000,000 new shares of BNED Common Stock at a subscription price of $ 0.05 per share (the “Subscription Price”); (ii) BNED’s stockholders will have oversubscription rights; and (iii) if the Rights Offering is not fully subscribed, Immersion, through Investor, has agreed to purchase up to $ 35.0 million in unsubscribed Rights (the “Backstop Commitment”). Pursuant to the Purchase Agreement, Immersion, through Investor, will also purchase 900,000,000 new shares of BNED Common Stock at the Subscription Price in a private placement transaction. The Purchase Agreement further provides for a conversion of certain of BNED’s outstanding debt into shares of BNED Common Stock at the Subscription Price. The closing of the transactions contemplated by the Purchase Agreement is also subject to the approval of BNED stockholders at a special meeting to be held by BNED. I n connection with these transactions, BNED has agreed to reimburse Immersion, through Investor, for its reasonable legal and other expenses, up to a maximum of $ 2.5 million, and will pay Immersion, through Investor, $ 2.5 million as consideration for its Backstop Commitment. 24 Table of Contents