IMMERSION CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS IMMERSION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) September 30, 2020 December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 55,961 $ 86,478 Short-term investments — 3,019 Accounts and other receivables 1,366 3,385 Prepaid expenses and other current assets 9,950 14,078 Total current assets 67,277 106,960 Property and equipment, net 242 1,226 Long-term deposits 11,884 7,062 Other assets 8,033 9,600 Total assets $ 87,436 $ 124,848 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 174 $ 809 Accrued compensation 831 2,844 Other current liabilities 2,252 3,478 Deferred revenue 5,236 4,692 Total current liabilities 8,493 11,823 Long-term deferred revenue 22,424 25,952 Other long-term liabilities 2,505 3,316 Total liabilities 33,422 41,091 Contingencies (Note 10) Stockholders’ equity: Common stock and additional paid-in capital — $0.001 par value; 100,000,000 shares authorized; 39,058,091 and 38,624,784 shares issued, respectively; 26,914,658 and 31,414,328 shares outstanding, respectively 256,875 253,289 Accumulated other comprehensive income 122 124 Accumulated deficit ( 121,250 ) ( 118,565 ) Treasury stock at cost: 12,143,433 and 7,210,456 shares, respectively ( 81,733 ) ( 51,091 ) Total stockholders’ equity 54,014 83,757 Total liabilities and stockholders’ equity $ 87,436 $ 124,848 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues: Royalty and license $ 7,531 $ 10,549 $ 19,306 $ 24,264 Development, services, and other 65 75 215 225 Total revenues 7,596 10,624 19,521 24,489 Costs and expenses: Cost of revenues 32 62 138 117 Sales and marketing 1,096 1,688 4,067 4,876 Research and development 920 1,933 3,932 6,066 General and administrative 2,963 8,216 14,406 35,359 Total costs and expenses 5,011 11,899 22,543 46,418 Operating income (loss) 2,585 ( 1,275 ) ( 3,022 ) ( 21,929 ) Interest and other income (loss), net 174 ( 24 ) 334 1,106 Income (loss) before benefit from (provision for) income taxes 2,759 ( 1,299 ) ( 2,688 ) ( 20,823 ) Benefit from (provision for) income taxes 96 ( 88 ) 3 ( 200 ) Net income (loss) $ 2,855 $ ( 1,387 ) $ ( 2,685 ) $ ( 21,023 ) Basic net income (loss) per share $ 0.11 $ ( 0.04 ) $ ( 0.09 ) $ ( 0.67 ) Shares used in calculating basic net income (loss) per share 26,898 31,711 28,507 31,461 Diluted net income (loss) per share $ 0.11 $ ( 0.04 ) $ ( 0.09 ) $ ( 0.67 ) Shares used in calculating diluted net income (loss) per share 27,134 31,711 28,507 31,461 Other comprehensive income (loss) Change in unrealized gains (loss) on short-term investments — ( 6 ) ( 2 ) 16 Total other comprehensive income (loss) — ( 6 ) ( 2 ) 16 Total comprehensive income (loss) $ 2,855 $ ( 1,393 ) $ ( 2,687 ) $ ( 21,007 ) See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except number of shares) (Unaudited) Three Months Ended September 30, 2020 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balances at June 30, 2020 39,007,576 $ 255,446 $ 122 $ ( 124,105 ) 12,143,433 $ ( 81,733 ) $ 49,730 Net income 2,855 2,855 Issuance of stock for ESPP purchases 12,394 71 71 Exercise of stock options, net of shares withheld for employee taxes 2,300 19 19 Release of restricted stock units and awards 35,821 — Stock-based compensation 1,339 1,339 Balances at September 30, 2020 39,058,091 $ 256,875 $ 122 $ ( 121,250 ) 12,143,433 $ ( 81,733 ) $ 54,014 Three Months Ended September 30, 2019 Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balances at June 30, 2019 38,488,327 $ 250,079 $ 138 $ ( 118,157 ) 6,823,147 $ ( 48,350 ) $ 83,710 Net loss ( 1,387 ) ( 1,387 ) Unrealized gain on available-for-sale securities, net of taxes ( 6 ) ( 6 ) Issuance of stock for ESPP purchases 8,262 56 56 Exercise of stock options, net of shares withheld for employee taxes 111,333 869 869 Release of restricted stock units and awards 11,000 — Stock-based compensation 1,187 1,187 Balances at September 30, 2019 38,618,922 $ 252,191 $ 132 $ ( 119,544 ) 6,823,147 $ ( 48,350 ) $ 84,429 See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except number of shares) (Unaudited) Nine Months Ended September 30, 2020 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, 2019 38,624,784 $ 253,289 $ 124 $ ( 118,565 ) 7,210,456 $ ( 51,091 ) $ 83,757 Net loss ( 2,685 ) ( 2,685 ) Unrealized loss on available-for-sale securities, net of taxes ( 2 ) ( 2 ) Stock repurchases 4,932,977 ( 30,642 ) ( 30,642 ) Issuance of stock for ESPP purchase 22,556 134 134 Exercise of stock options, net of shares withheld for employee taxes 2,300 19 19 Release of restricted stock units and awards 408,451 — Stock-based compensation 3,433 3,433 Balances at September 30, 2020 39,058,091 $ 256,875 $ 122 $ ( 121,250 ) 12,143,433 $ ( 81,733 ) $ 54,014 Nine Months Ended September 30, 2019 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, 2018 37,652,498 $ 246,415 $ 116 $ ( 98,521 ) 6,823,147 $ ( 48,350 ) $ 99,660 Net loss ( 21,023 ) ( 21,023 ) Unrealized gain on available-for-sale securities, net of taxes 16 16 Issuance of stock for ESPP purchase 21,741 165 165 Exercise of stock options, net of shares withheld for employee taxes 173,131 1,240 1,240 Release of restricted stock units and awards 771,522 — Stock-based compensation 4,371 4,371 Balances at September 30, 2019 38,618,892 $ 252,191 $ 132 $ ( 119,544 ) 6,823,147 $ ( 48,350 ) $ 84,429 See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents IMMERSION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 2019 Cash flows provided by (used in) operating activities: Net loss $ ( 2,685 ) $ ( 21,023 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 1,681 1,265 Stock-based compensation 3,433 4,371 Other ( 95 ) 467 Changes in operating assets and liabilities: Accounts and other receivables 2,019 ( 814 ) Prepaid expenses and other current assets 4,147 ( 2,239 ) Long-term deposits ( 4,889 ) ( 6,533 ) Other assets 1,471 ( 3,993 ) Accounts payable ( 642 ) ( 1,440 ) Accrued compensation ( 2,013 ) ( 1,567 ) Other current liabilities ( 1,465 ) ( 15 ) Deferred revenue ( 2,984 ) ( 3,312 ) Other long-term liabilities ( 966 ) 3,967 Net cash used in operating activities ( 2,988 ) ( 30,866 ) Cash flows provided by (used in) investing activities: Purchases of short-term investments — ( 8,930 ) Proceeds from maturities of short-term investments 3,000 14,000 Purchases of property and equipment ( 40 ) ( 12 ) Net cash provided by investing activities 2,960 5,058 Cash flows provided by (used in) financing activities: Cash paid for purchases of treasury shares ( 30,642 ) — Proceeds from issuance of common stock under employee stock purchase plan 134 165 Proceeds from stock options exercises 19 1,240 Net cash provided by (used in) financing activities ( 30,489 ) 1,405 Net decrease in cash and cash equivalents ( 30,517 ) ( 24,403 ) Cash and cash equivalents: Beginning of period 86,478 110,988 End of period $ 55,961 $ 86,585 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 65 $ 104 Supplemental disclosure of non-cash operating, investing, and financing activities: Release of restricted stock units and awards under company stock plan $ 2,801 $ 7,148 Leased assets obtained in exchange for new operating lease liabilities $ 577 $ — See accompanying Notes to Condensed Consolidated Financial Statements. 7 Table of Contents IMMERSION CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2020 (Unaudited) 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 it provides advanced tactile software, related tools, 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 offers licenses to our patented technology to other customers. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the U.S. and the world and has resulted in authorities implementing numerous measures to combat the spread of the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. The COVID-19 outbreak and related public health measures have adversely affected workforce, organizations, consumers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. Our compliance with these containment measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of our customers and suppliers for an extended period of time. To support the health and well-being of our employees, customers and communities, we implemented work-from-home and restricted travel policies in the first quarter of 2020, which are expected to remain in place for the remainder of 2020. In addition, many of our customers are working remotely, which may delay the timing of some orders due to their and our compliance with frequently changing government-mandated or recommended shelter-in-place orders in jurisdictions in which we, our customers and our suppliers operate. In response to certain anticipated impacts from the COVID-19 pandemic, we have also implemented a series of cost reduction initiatives to further preserve financial flexibility. These actions include: reductions of the base salaries and cash compensation of company executives and board members; cancellation and reduction in current year's executive and employee bonus plans; renegotiated professional services fees from third-party services providers; relocation of certain positions to lower-cost regions; temporarily suspended company matching of our employee retirement savings plan and taking advantage of the broad-based employer relief provided by the governments. In April 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. We applied for the CEWS to the extent we met the requirements to receive the subsidy. During the three and nine months ended September 30, 2020, we recorded $ 0.3 million and $ 0.5 million in government subsidies as a reduction to operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Immersion Corporation and its wholly-owned subsidiaries: Immersion Canada Corporation; Immersion International, LLC; Immersion Medical, Inc.; Immersion Japan K.K.; Immersion Ltd.; Immersion Software Ireland Ltd.; Haptify, Inc.; Immersion (Shanghai) Science & Technology Company, Ltd.; and Immersion Technology International Ltd. All intercompany accounts, transactions, and balances have been eliminated in consolidation. 8 Table of Contents 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, 2019. 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. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year. 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of income taxes including uncertain tax provisions, and revenue recognition. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. Actual results may differ materially from those estimates which were made based on the best information known to management at that time. Segment Information We develop, license, and support a wide range of software and IP that more fully engage users’ senses 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. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected based on historical events, current conditions and forecast information. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2019 and early adoption is permitted. We adopted ASU 2016-13 as of January 1, 2020. The adoption of this new accounting standard did not have a material impact on our condensed consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment is effective for public companies with fiscal years beginning after December 15, 2020; early adoption is permitted. We are evaluating the impact of this amendment on our condensed consolidated financial statements. 9 Table of Contents 2. REVENUE RECOGNITION Revenue Recognition Accounting Policy Our revenue is primarily derived from fixed fee license agreements and per-unit royalty agreements, along with less significant revenue earned from development, services and other revenue. 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: to transfer rights to our patent portfolio as it exists when the contract is executed. • Performance Obligation B: to transfer 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 most or all of 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. For such contracts, a contract liability account is established and included within Deferred revenue on the Condensed Consolidated Balance Sheets. 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. Some of our license agreements contain fixed fees related to past infringements. Such fixed fees are recognized as revenue or recorded as a deduction to our operating expense in the period the license agreement is signed. Payments for fixed fee license contracts typically are due in full within 30 - 45 days from execution of the contract. From time to time, we enter into a fixed fee license contract with payments due in a number of installments payable throughout the contract term. In such cases, we will determine if a significant financing component exists and if it does, we will recognize revenue and corresponding interest expense or income, as appropriate. Per-unit Royalty revenue We record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. As we generally 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 lookback 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, we make adjustments in the following quarter to true-up revenue to the actual amounts reported by our licensees. During the three months ended September 30, 2020, we recorded a $ 0.3 million adjustment to increase per-unit royalty revenue. This adjustment represents the difference between the actual per-unit royalty revenue for the three months ended June 30, 2020 as reported by our licensees during the three months ended September 30, 2020 and the estimated per-unit royalty revenue for the three months ended June 30, 2020 that we reported during the quarter. 10 Table of Contents Certain of our per-unit royalty agreements contains a minimum royalty provision which sets forth minimum amounts to be received by us during the contract term. Under Accounting Standard Codification 606, Revenue from Contracts with Customers , (“ASC 606”), minimum royalties are considered a fixed transaction price to which we have an unconditional right once all other performance obligations, if any, are satisfied. We recognize all minimum royalties as revenue at the inception of the license agreement, or in the period in which all remaining revenue recognition criteria have been met. We account for the unbilled minimum royalties as contract assets on our Condensed Consolidated Balance Sheets, and the balance of such contract assets will be reduced by the actual royalties to be reported by the licensee during the contract term until fully utilized, after which point any excess per-unit royalties reported are recognized as revenue. 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. Payments of per-unit royalties typically are due within 30 to 60 days from the end of the quarter in which the underlying sales took place. Development, services, and other revenue As the performance obligation related to our development, service and other revenue is satisfied over a period of time, we recognize such revenue evenly over the period of performance obligation, which is generally consistent with the contractual term. Disaggregated Revenue The following table presents the disaggregation of our revenue for the three and nine months ended September 30, 2020 and 2019 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed fee license revenue $ 1,243 $ 4,115 $ 3,821 $ 10,109 Per-Unit royalty revenue 6,288 6,434 15,485 14,155 Total royalty and license revenue 7,531 10,549 19,306 24,264 Development, services, and other revenue 65 75 215 225 Total revenue $ 7,596 $ 10,624 $ 19,521 $ 24,489 As of September 30, 2020, we had contract assets of $ 9.1 million included within Prepaid expenses and other current assets , and $ 5.3 million included within Other assets on the Condensed Consolidated Balance Sheets. As of December 31, 2019, we had contract assets of $ 13.1 million included within Prepaid expenses and other current assets , and $ 6.9 million included within Other assets , on the Condensed Consolidated Balance Sheets. Contract assets decreased by $ 5.6 million from December 31, 2019 to September 30, 2020, primarily due to actual royalties billed during the nine months ended September 30, 2020. Contract Revenue Based on contracts signed and payments received as of September 30, 2020, we expect to recognize $ 27.6 million in revenue related to Performance Obligation B under our fixed fee license agreements, which is satisfied over time, including $ 14.5 million over one to three years and $ 13.1 million over more than three years. Revenue related to Performance Obligation B was $ 30.6 million as of December 31, 2019. 11 Table of Contents 3. FAIR VALUE MEASUREMENTS Cash, Cash Equivalents and Short-term Investments Our financial instruments measured at fair value on a recurring basis are cash equivalents and short-term investments. Our fixed income available-for-sale securities consist of high quality, investment grade securities. We value these securities based on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either directly or indirectly (Level 2) in determining fair value. Financial instruments are valued based on quoted market prices in active markets include mostly money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. Instruments 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 and include U.S. treasury securities. 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. As of September 30, 2020 and December 31, 2019, we did not hold any Level 3 instruments. Financial instruments measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 are classified based on the valuation technique in the table below (in thousands): September 30, 2020 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: Money market accounts $ 45,612 $ — $ — $ 45,612 Total assets at fair value (1) $ 45,612 $ — $ — $ 45,612 (1) The above table excludes $ 10.3 million of cash held in banks. December 31, 2019 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: Money market accounts $ 63,351 $ — $ — $ 63,351 U.S. Treasury securities — 3,019 — 3,019 Total assets at fair value (2) $ 63,351 $ 3,019 $ — $ 66,370 (2) The above table excludes $ 23.1 million of cash held in banks. The contractual maturities of our available-for-sale securities on September 30, 2020 and December 31, 2019 were all due within one year . There were no transfers of instruments between Level 1 and 2 during the three and nine months ended September 30, 2020 and the year ended December 31, 2019. 12 Table of Contents Money market accounts are classified as cash equivalents and U.S. Treasury securities (classified as available-for-sale securities), with maturity dates less than one year, are within short-term investments on our Condensed Consolidated Balance Sheets. Short-term Investments Short-term investments as of December 31, 2019 consisted of the following (in thousands): December 31, 2019 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value U.S. Treasury securities $ 3,018 $ 1 $ — $ 3,019 Total $ 3,018 $ 1 $ — $ 3,019 We had no short-term investments as of September 30, 2020. 4. BALANCE SHEETS DETAILS Cash and Cash Equivalents Our cash and cash equivalent balances were as follows (in thousands): September 30, 2020 December 31, 2019 Cash $ 10,349 $ 23,127 Money market funds 45,612 63,351 Cash and cash equivalents $ 55,961 $ 86,478 Accounts and Other Receivables Accounts and other receivables consisted of the following (in thousands): September 30, 2020 December 31, 2019 Trade accounts receivable $ 846 $ 2,972 Other receivables 520 413 Accounts and other receivables $ 1,366 $ 3,385 Allowance for credit losses as of September 30, 2020 and December 31, 2019 were not material. 13 Table of Contents Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Prepaid expenses 642 933 Contract assets - current 9,138 13,128 Other current assets 170 17 Prepaid expenses and other current assets 9,950 14,078 Other Assets Other assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Contract assets - long-term $ 5,294 $ 6,928 Right-of-use ("ROU") assets 2,105 2,202 Deferred tax assets 470 470 Other assets 164 — Total other assets $ 8,033 $ 9,600 Other Current Liabilities Other current liabilities are as follows (in thousands): September 30, 2020 December 31, 2019 Accrued legal $ 124 $ 1,077 Lease liabilities - current 1,389 1,150 Other current liabilities 739 1,251 Total other current liabilities $ 2,252 $ 3,478 14 Table of Contents 5. 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 ("RSAs"), restricted stock units (“RSUs”), performance shares, performance units, and other stock-based equity awards to employees, officers, directors, and consultants. Under this program, stock options may be granted at prices not less than the fair market value on the date of grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based options 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 options will be canceled before the expiration of the options. RSAs generally vest over one year . RSUs generally vest over three years . Awards granted other than a stock option or 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 is as follows (in thousands): September 30, 2020 Common stock shares available for grant 2,814 Stock options outstanding 1,367 RSAs outstanding 130 RSUs outstanding 1,067 Time-Based Stock Options The following summarizes activities for the time-based stock options for the nine months ended September 30, 2020 (in thousands except for weighted average exercise price per share and weighted average remaining contractual life data): Number of Shares Underlying Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 967 $ 8.55 5.63 $ 16 Granted 456 $ 7.58 Exercised ( 2 ) $ 8.13 Canceled or expired ( 54 ) $ 9.71 Outstanding at September 30, 2020 1,367 $ 8.18 5.59 $ — Vested and expected to vest at September 30, 2020 1,192 $ 8.23 5.53 $ — Exercisable at September 30, 2020 393 $ 8.82 4.61 $ — Aggregate intrinsic value is the difference between the closing price on the last trading day in September 30, 2020 and the exercise price, multiplied by the number of in-the-money stock options. 15 Table of Contents Restricted Stock Units The following summarizes RSU activities for the nine months ended September 30, 2020 (in thousands except for weighted average grant date fair value and weighted average remaining contractual life data): Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 945 $ 8.81 1.25 $ 7,020 Granted 515 $ 5.95 Released ( 337 ) $ 8.99 Forfeited ( 56 ) $ 8.31 Outstanding at September 30, 2020 1,067 $ 7.39 1.20 $ 7,524 Restricted Stock Awards The following summarizes RSA activities for the nine months ended September 30, 2020 (in thousands except for weighted average grant date fair value and weighted average remaining recognition period): Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2019 91 $ 7.45 0.45 Granted 142 $ 6.43 Released ( 71 ) $ 7.18 Forfeited ( 32 ) $ 7.27 Outstanding at September 30, 2020 130 $ 6.53 0.70 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 months 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 has been reserved for issuance under the ESPP. During the nine months ended September 30, 2020, 22,556 shares were purchased under the ESPP. As of September 30, 2020, 230,881 shares were available for future purchase under the ESPP. 16 Table of Contents Stock-based Compensation Expense The following table summarizes stock-based compensation expenses recognized for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options $ 259 $ 200 $ 812 $ 516 RSUs and RSAs 1,065 971 2,583 3,798 Employee stock purchase plan 15 16 38 57 Total $ 1,339 $ 1,187 $ 3,433 $ 4,371 Sales and marketing $ 205 $ 207 $ 593 $ 700 Research and development 233 234 653 1,054 General and administrative 901 746 2,187 2,617 Total $ 1,339 $ 1,187 $ 3,433 $ 4,371 We use the Black-Scholes-Merton option pricing model for our time-based options, single-option approach to determine the fair value of standard stock options. All share-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. The determination of the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include actual and projected employee stock option exercise behaviors that impact the expected term, our expected stock price volatility over the term of the awards, risk-free interest rate, and expected dividend. The assumptions used to value options granted under our equity incentive program are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 (1) 2019 2020 2019 Expected life (in years) N/A 4.3 4.2 4.3 Volatility N/A 53 % 52 % 53 % Interest rate N/A 1.8 % 1.0 % 1.7 % Dividend yield N/A — % — % — % (1) There were no stock option grants in the three months ended September 30, 2020. As of September 30, 2020, there were $ 7.5 million of unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested stock options, RSAs and RSUs. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 2.1 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 17 Table of Contents 6. STOCKHOLDERS’ EQUITY Stock Repurchase Program On November 1, 2007, our Board of Directors (the “Board”) authorized the repurchase of up to $ 50.0 million of our common stock (the “Stock Repurchase Program”). In addition, on October 22, 2014, the Board authorized another $ 30.0 million under the Stock Repurchase Program. We may repurchase our common stock for cash in the open market in accordance with applicable securities laws. The timing and amount of any stock repurchase will depend on share price, corporate and regulatory requirements, economic and market conditions, and other factors. The stock repurchase authorization has no expiration date, does not require us to repurchase a specific number of shares, and may be modified, suspended, or discontinued at any time. During the six months ended June 30, 2020, we repurchased approximately 4.9 million for $ 30.6 million at an average cost of $ 6.21 per share. As of September 30, 2020, we have no amount available for repurchase under the Stock Repurchase Program. There were no stock repurchases during the three months ended September 30, 2020. 7. INCOME TAXES Income tax benefit (provision) consisted of the following (in thousands, except for effective tax rate percentage): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income (loss) before benefit from (provision for) income taxes $ 2,759 $ ( 1,299 ) $ ( 2,688 ) $ ( 20,823 ) Benefit from (provision for) income taxes 96 ( 88 ) 3 ( 200 ) Effective tax rate 3.5 % 6.8 % ( 0.1 ) % 1.0 % The benefit (provisions) income tax for the three months and nine months ended September 30, 2020 resulted primarily from benefits for the reversal of previously recorded foreign tax contingencies due to the expiration of the applicable statutes of limitation. For the three and nine months ended September 30, 2020, we used a year-to-date approach to calculate the effective tax rate. We continue to carry a full valuation allowance on our federal deferred tax assets. As a result, no benefit for losses generated from our U.S. territory was included in the calculation of the year-to-date effective tax rate. On July 27, 2015, a U.S. Tax Court opinion (Altera Corporation et. al v. Commissioner) concerning the treatment of stock-based compensation expense in an intercompany cost sharing arrangement was issued. In its opinion, the U.S. Tax Court accepted Altera's position of excluding stock-based compensation from its intercompany cost sharing arrangement. On February 19, 2016, the IRS appealed the ruling to the U.S. Court of Appeals for the Ninth Circuit (the "Ninth Circuit"). On July 24, 2018, the Ninth Circuit reversed the 2015 decision of the U.S. Tax Court that had found certain Treasury regulations related to stock-based compensation to be invalid. On August 7, 2018, the Ninth Circuit withdrew its July 24, 2018 opinion to allow a reconstituted panel to confer on the decision. This reconstituted panel reconsidered the validity of the cost sharing regulations at issue. The regulations at issue require related entities to share the cost of employee stock compensation in order for their cost-sharing arrangements to be classified as “qualified cost-sharing arrangements” and to avoid potential IRS adjustment. On June 7, 2019, the reconstituted panel of the Ninth Circuit upheld the 2018 decision of the Ninth Circuit, concluding stock-based compensation must be included in intercompany cost sharing agreements for the agreements to be classified as “qualified cost-sharing arrangements”. On July 22, 2019, Altera filed a petition for an en banc rehearing with the Ninth Circuit which was denied. On February 10, 2020, Altera filed an appeal to the United States Supreme Court (the “Supreme Court”) for review. On June 22, 2020, the Supreme Court refused to hear the Altera case, leaving intact the Ninth Circuit ruling. We had concluded that it was not more-likely-than-not that Altera would prevail with an appeal to the Supreme Court and had made corresponding provisions in previous periods. Accordingly, there was no impact to our condensed consolidated financial statements for the three and nine months ended September 30, 2020 arising from the Supreme Court’s refusal to hear the Altera case. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was passed into law. Among other changes, the Tax Act reduced the US federal corporate income tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings. In addition, the Act introduced the Base Erosion and Anti-Abuse Tax (the “BEAT”), which creates a new tax on certain related-party payments. We concluded that we have not met the threshold requirements of the BEAT. On July 9, 2020, the Internal Revenue Service issued final regulations regarding deductions for global intangible low-taxed income (“GILTI”) 18 Table of Contents and foreign-derived intangible income (“FDII”). On July 9, 2020, the Treasury Department released final regulations ("TD 9901") under IRC Section 250, which allows an annual deduction to a domestic corporation for its foreign-derived intangible income ("FDII") and global intangible low-taxed income ("GILTI") inclusion. The final guidance is not expected to have a material impact on our condensed consolidated financial statements. Although the measurement period has closed, further technical guidance related to the Tax Act, including final regulations on a broad range of other topics, is expected to be issued. In accordance with ASC 740, we will recognize any effects of the guidance in the period that such guidance is issued. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses (“NOLs”) incurred in 2018, 2019 and 2020 and the ability to carry back NOLs from those years for a period of up to five years, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. We analyzed the provisions of the CARES Act and determined there was no effect on our provision for the three and nine months ended September 30, 2020. As of September 30, 2020, we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $ 4.5 million and applicable interest of $ 0 . The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $ 0 . 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 September 30, 2020, we had net deferred income tax assets of $ 0.5 million and deferred income tax liabilities of $ 0.5 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 2000 through the current period. We maintain a valuation allowance of $ 28.0 million against certain of our deferred tax assets, including all federal, state, and certain foreign deferred tax assets 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 our assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. 8. 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, RSUs, RSAs and ESPP. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net income (loss) $ 2,855 $ ( 1,387 ) $ ( 2,685 ) $ ( 21,023 ) Denominator: Weighted-average common stock outstanding, basic 26,898 31,711 28,507 31,461 Dilutive effect of potential common shares: Stock options, RSUs, RSA and ESPP 236 — — — Total shares, diluted 27,134 31,711 28,507 31,461 Basic net income (loss) per share $ 0.11 $ ( 0.04 ) $ ( 0.09 ) $ ( 0.67 ) Diluted net income (loss) per share $ 0.11 $ ( 0.04 ) $ ( 0.09 ) $ ( 0.67 ) For the three and nine months ended September 30, 2020 and 2019, we had stock options, RSUs and RSAs outstanding that could potentially dilute basic earnings per share in the future, but these were excluded from the computation of diluted net 19 Table of Contents income (loss) per share because their effect would have been anti-dilutive. These outstanding securities consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 1,368 2,011 1,367 2,011 RSUs and RSAs 181 1,040 1,197 1,040 1,549 3,051 2,564 3,051 9. LEASES We lease all of our office space pursuant to operating lease and sublease arrangements, which expire at various dates through February 29, 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, 2020, we entered into an agreement to lease approximately 5,000 square feet of office space in San Francisco, California. This facility is used for administrative functions. The lease commenced in the first quarter of 2020 and expires in 2022. During the three months ended March 31, 2020, we recorded a lease liability of $ 0.6 million, which represents the present value of the lease payments using an estimated incremental borrowing rate of 3.50 %. We also recognized lease right-of-use assets ("ROU") of $ 0.6 million which represents our right to use an underlying asset for the lease term. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Below is a summary of our ROU assets and lease liabilities as of September 30, 2020 and December 31, 2019, respectively (in thousands): Balance Sheets Classification September 30, 2020 December 31, 2019 Assets Right-of-use assets Other assets $ 2,105 $ 2,202 Liabilities Operating lease liabilities - current Other current liabilities 1,389 1,150 Operating lease liabilities - long-term Other long-term liabilities 2,014 2,664 Total lease liabilities $ 3,403 $ 3,814 During 2019, we began to shift general and administrative, research and development and executive functions and employees from our San Jose, California facility (“SJ Facility”) to our San Francisco, California and Montreal, Canada offices. In the fourth quarter of 2019, we announced our decision to exit the SJ Facility by March 31, 2020. We accelerated the amortization of our SJ Facility leasehold improvements over their remaining estimated life. The SJ Facility leasehold improvements were fully amortized by March 31, 2020. On March 12, 2020, we entered into a sublease agreement with Neato Robotics, Inc. ("Neato") for the SJ Facility. This sublease commenced in June 2020 and ends on April 30, 2023 which is the lease termination date of the original SJ Facility lease. In accordance with provisions of ASC 842 Leases ("ASC 842"), we treated the sublease as a separate lease as we were not relieved of the primary obligation under the original lease. We continue to account for the original SJ Facility, as a lessee, in the same manner as prior to the commencement date of the sublease. We accounted for the sublease as a lessor of the lease. We classified the sublease as an operating lease as it did not meet the criteria of a Sale-Type or Direct Financing lease. 20 Table of Contents At the commencement date of the sublease, we recognized initial direct costs of $ 0.3 million. These deferred costs will be amortized over the terms of the sublease payments. As of September 30, 2020, $ 0.1 million was reported in Prepaid expenses and other current assets and $ 0.2 million was reported in Other assets on our Condensed Consolidated Balance Sheets. We recognize operating lease expense and lease payments from the sublease, on a straight-line basis, in our Condensed Consolidated Statements of Operations and Comprehensive Loss over the lease terms. During the three and nine months ended September 30, 2020, and 2019, our net operating lease expenses are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 278 $ 301 $ 851 $ 855 Sublease income ( 257 ) — ( 327 ) — Total lease cost $ 21 $ 301 $ 524 $ 855 The table below provides supplemental information related to operating leases for the nine months ended September 30, 2020 (in thousands except for lease term): Cash paid within operating cash flow $ 1,061 Weighted average lease terms 2.3 years Weighted average discount rate 3.50 % Minimum future lease payment obligations for our operating leases as of September 30, 2020 are as follows (in thousands): For the Years Ending December 31, Remainder of 2020 $ 373 2021 1,499 2022 1,222 2023 453 2024 24 Total $ 3,571 Future lease payments as of September 30, 2020 from our sublease agreement are as follows (in thousands): For the Years Ending December 31, Remainder of 2020 $ 257 2021 1,046 2022 1,077 2023 351 Total $ 2,731 10. 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, 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. 21 Table of Contents 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. On April 28, 2017, Immersion and Immersion Software Ireland Limited (collectively, “Immersion”) received a letter from Samsung Electronics Co. (“Samsung”) requesting that we reimburse Samsung with respect to withholding tax and penalties imposed on Samsung by the Korean tax authorities following an investigation where the tax authority determined that Samsung failed to withhold taxes on Samsung’s royalty payments to Immersion Software Ireland from 2012 to 2016. On July 12, 2017, on behalf of Samsung, Immersion filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes and penalties. On October 18, 2018, the Korea Tax Tribunal held a hearing and on November 19, 2018, 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 Samsung. On behalf of Samsung, we filed an appeal with the Korea Administrative Court on February 15, 2019. There have been seven hearings with this court beginning on June 27, 2019 and as most recently as June 4, 2020. On July 16, 2020, the Korea Administrative Court issued its ruling in which it ruled that the withholding taxes and penalties which were imposed by the Korean tax authorities on Samsung should be canceled with some litigation costs to be borne by the Korean tax authorities. On August 1, 2020, the Korean tax authorities filed an appeal with the Korea High Court. The first hearing in the Korea High Court is scheduled for November 11, 2020. On September 29, 2017, Samsung filed an arbitration demand with the International Chamber of Commerce against Immersion demanding that we reimburse Samsung for the imposed tax and penalties that Samsung paid to the Korean tax authorities. On March 27, 2019, we received the final award. The award ordered Immersion to pay Samsung KRW 7,841,324,165 ($ 6.9 million) which Immersion paid on April 22, 2019, and recorded in Long-term deposits on our Condensed Consolidated Balance Sheets. The award also denied Samsung’s claim for interest from and after May 2, 2017, and ordered Immersion to pay Samsung’s cost of the arbitration in the amount of approximately $ 871,454 . We believe that there are valid defenses to all of the claims from the Korean tax authorities. We intend to vigorously defend against the claims from the Korean tax authorities. We expect to be reimbursed by Samsung to the extent we ultimately prevail in the appeal in the Korea courts. On March 31, 2019, $ 6.9 million was recorded as a deposit included in Long-term deposits on our Condensed Consolidated Balance Sheets. In the event that we do not ultimately prevail in our appeal in the Korean courts, the deposit included in Long-term deposits would be recorded as additional income tax expense on our Condensed Consolidated Statement of Operations and Comprehensive Loss, in the period in which we do not ultimately prevail. 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 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 Korea courts. In the second quarter of 2020, we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets. In the event that we do not ultimately prevail in our appeal in the Korean courts, the deposit included in Long-term deposits would be recorded as additional income tax expense on our Condensed Consolidated Statement of Operations and Comprehensive Loss, in the period in which we do not ultimately prevail. 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 Immersion’s 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. There have been five hearings with this court beginning on October 15, 2019 and as most recently as June 9, 2020. We anticipated a decision to be rendered on or about October 8, 2020, but the Korea Administrative Court scheduled a sixth hearing for November 12, 2020. We believe that there are valid defenses to the claims raised by the Korean tax authorities and that LGE’s claims are without merit. We intend to vigorously defend ourselves against these claims. In the event that we do not ultimately prevail in our appeal in the Korean courts, any payments to LGE with respect to withholding tax imposed on LGE by the Korean tax authorities as described in the previous paragraph would be recorded as additional income tax expense on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), in the period in which we do not ultimately prevail. 22 Table of Contents 11. Subsequent Event Effective November 3, 2020, Ramzi Haidamus departed as the Chief Executive Officer and a member of Immersion’s board of directors. Jared Smith, our Vice President, Worldwide Sales, was appointed as interim Chief Executive Officer on November 3, 2020. In connection with Mr. Haidamus’ departure, we entered into Separation Agreement and General Release agreement, dated November 3, 2020. Under the terms of this agreement, Mr. Haidamus’ will receive a lump sum cash payment of $ 472,498 , continued health insurance benefits through December 31, 2021 and accelerated vesting of 11,208 outstanding equity awards. In addition, Mr. Haidamus will also receive a lump sum payment of $ 65,463 in exchange for the release of claims from Mr. Haidamus relating to the Age Discrimination in Employment Act of 1967. . 23 Table of Contents