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IMMERSION CORP - Quarter Report: 2023 March (Form 10-Q)


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to                                

Commission File Number 000-38334

 

Immersion Corporation

(Exact name of registrant as specified in its charter)

Delaware

 

94-3180138

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2999 N.E. 191st Street, Suite 610, Aventura, FL, 33180

(Address of principal executive offices, zip code)

(408) 467-1900

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

IMMR

NASDAQ Global Market

Series B Junior Participating Preferred Stock Purchase Rights

IMMR

NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes        No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒      No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company"  in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No

 

Number of shares of common stock outstanding at May 5, 2023 was 32,633,851.





 

IMMERSION CORPORATION

(In thousands)

(Unaudited)

 


March 31, 2023


 


December 31, 2022


ASSETS


Current assets:


 


 


 


Cash and cash equivalents

$ 

27,484


 

$ 

  48,820


Investments - current


 120,920


 


 100,918


Accounts and other receivables


 1,736


 


1,235


Prepaid expenses and other current assets


  8,925


 


 9,347


Total current assets


  159,065


 


160,320


Property and equipment, net


  272


 


 293


Investments - noncurrent


 25,604


 


 17,040


Long-term deposits


 4,306


 


  4,324


Deferred tax assets


 7,217


 


 7,217


Other assets


 654


 


 916


Total assets

$ 

197,118


 

$ 

190,110


LIABILITIES AND STOCKHOLDERS’ EQUITY


Current liabilities:


 


 


 


Accounts payable

$ 

 22


 

$ 

 86


Accrued compensation


 770


 


 2,029


Deferred revenue - current


 4,766


 


 4,766


Other current liabilities


 14,046


 


 12,465


Total current liabilities


19,604


 


 19,346


Deferred revenue - noncurrent 


 11,440


 


 12,629


Other long-term liabilities


 345


 


 435


Total liabilities


 31,389


 


32,410


Commitments and contingencies (Note 5)


 


 


 


Stockholders’ equity:


 


 


 


Common stock and additional paid-in capital


 322,847


 


 322,714


Accumulated other comprehensive income


 577


 


 202


Accumulated deficit


(61,738

)

 


(70,016

)

Treasury stock


(95,957

)

 


 (95,200

)

Total stockholders’ equity


 165,729


 


157,700


Total liabilities and stockholders’ equity

$ 

 197,118


 

$ 

   190,110


See accompanying Notes to Condensed Consolidated Financial Statements.

IMMERSION CORPORATION

AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

 

 


Three Months Ended March 31,


 


2023


 


2022


Revenues:


 


 


 


Royalty and license

$

 7,009


 

$

 7,230


Development, services, and other


 65


 


 78


Total revenues


7,074


 


 7,308


Operating expenses:


 


 


 


Sales and marketing


 96


 


 486


Research and development


130


 


 513


General and administrative


 3,589


 


 2,706


Total operating expenses


 3,815


 


 3,705


Operating income


 3,259


 


 3,603


Interest and other income (loss), net


 6,526


 


 2,034


Income before provision for income taxes


 9,785


 


5,637


Provision for income taxes


(1,507

)

 


(561

)

Net income

$

8,278


 

$

 5,076


Basic net income per share

$

 0.25


 

$

 0.15


Shares used in calculating basic net income per share


 32,603


 


 33,996


Diluted net income per share

$

 0.25


 

$

 0.15


Shares used in calculating diluted net income per share


 33,085


 


 34,268


Other comprehensive income, net of tax


 


 


 


Deferred gains on available-for-sale marketable debt securities


 565


 


 530


Realized gains on available-for-sale marketable debt securities reclassified to net income


  (190

)

 

$

 (289

)

Total comprehensive income

$

 8,653


 

$

 5,317


 

See accompanying Notes to Condensed Consolidated Financial Statements.


IMMERSION CORPORATION

(In thousands, except number of shares)

(Unaudited)

  Three Months Ended March 31, 2023
 

Common Stock and Additional Paid-In Capital


 

Accumulated Other Comprehensive Income


 

Accumulated Deficit


  Treasury Stock
 

Total

Stockholders’ Equity


  Shares
 
Amount
  Shares
 
Amount
 
Balances at December 31, 2022

46,974,598


$

 322,714


$

202


$

(70,016

)


 14,727,582


$

 (95,200

)


$

157,700


Net income




8,278




8,278


Unrealized gain on available-for-sale securities, net of taxes



375





375


Release of restricted stock units and awards, net of shares withheld

401,955





97,936



  (757

)


(757

)
Issuance of stock for ESPP purchase

1,298


6






6


Shares issued to an employee in lieu of cash compensation

50,643


385






385


Dividends declared


(1,204

)










(1,204

)
Stock-based compensation


946






946


Balances at March 31, 2023

47,428,494


$

 322,847


$

577


$

(61,738

)


14,825,518


$

(95,957

)


$

165,729



  Three Months Ended March 31, 2022
  Common Stock and Additional Paid-In Capital
 

Accumulated Other Comprehensive Income


 

Accumulated Deficit



Treasury Stock
 

Total Stockholders’ Equity


  Shares
 
Amount
 
Shares
 
Amount
 
Balances at December 31, 2021 46,534,198
  $   323,296
  $ 412
  $ (100,680 )
12,143,433
  $ (81,733 )   $ 141,295
Net income
 
 
 

 
5,076


 

 
5,076
Unrealized gain on available-for-sale securities, net of taxes 
 

 
241
 



 

 
241
Stock repurchases

 
 
 
 
 
 

 938,781
 
(4,442 )  
(4,442 )
Release of restricted stock units and awards 116,811
 

 

 



 

 

Issuance of stock for ESPP purchase 7,725
 
34
 

 



 

 
34
Shares issued in connection with public offering, net of issuance costs
 
5
 

 



 

 
5
Stock-based compensation
 
1,141
 

 



 

 
1,141
Balances at March 31, 2022 46,658,734
  $ 324,476
  $  653
  $ (95,604 )
13,082,214
  $ (86,175 )   $ 143,350

 

See accompanying Notes to Condensed Consolidated Financial Statements.




IMMERSION CORPORATION

(In thousands)

(Unaudited)

  


Three Months Ended

March 31,


 


2023


 


2022


Cash flows provided by (used in) operating activities:


 


 


 


Net income

$

   8,278


 

$

5,076


Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:


 


 


 


Depreciation of property and equipment


  21


 


35


Reduction in carrying value of right of use assets


151


 


171


Stock-based compensation


946


 


1,141


Net gains on investment in marketable securities


    (3,683

)

 


(3,534

)

Net (gain) loss on derivative instruments


(615

)

 


2,795


Foreign currency remeasurement losses



 


131


Shares issued to an employee in lieu of cash compensation


   385


 



Other


   (26

)

 


(17

)

Changes in operating assets and liabilities:


 


 


 


Accounts and other receivables


    (501

)

 


(109

)

Prepaid expenses and other current assets


383


 


1,644


Long-term deposits


      18


 


4,611


Other assets


     113


 


757


Accounts payable


       (68

)

 


52


Accrued compensation


(1,259

)

 


12


Other current liabilities


602


 


(77

)

Deferred revenue


(1,189

)

 


(1,295

)

Other long-term liabilities


(33

)

 


(355

)

Net cash and cash equivalents provided by operating activities


     3,523


 


   11,038


Cash flows provided by (used in) investing activities:


 


 


 


Purchases of marketable securities and other investments


  (54,954

)

 


    (36,778

)

Proceeds from sale or maturities of marketable securities and other investments


     30,771


 


39,899


Proceeds from sale of derivative instruments


5,844

 


6,817


Payments for settlement of derivative instruments


(1,369)


 


(5,105

)

Net cash and cash equivalents provided by (used in) investing activities


(19,708

)

 


     4,833


Cash flows provided by (used in) financing activities:


 


 


 


Dividends payments to stockholders


(4,400

)

 


— 


Payment for purchases of treasury stock


              —


 


(4,442

)

Shares withheld to cover payroll taxes


(757

)

 



Other financing activities



 


39


Net cash and cash equivalents used in financing activities


(5,151

)

 


(4,403

)

Net increase (decrease) in cash and cash equivalents


(21,336

)

 


11,468


Cash and cash equivalents:


 


 


 


Beginning of period


    48,820


 


51,490


End of period

$

     27,484


 

$

62,958


 See accompanying Notes to Condensed Consolidated Financial Statements.

 

IMMERSION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


  


Three Months Ended March 31,


 


2023


 


2022


Supplemental disclosure of cash flow information:


 


 


 


Cash paid for income taxes

$

    19


 

$

17


Supplemental disclosure of non-cash investing, and financing activities:


 


 


 


Dividends declared but not yet paid

$

1,015


 

$


Leased assets obtained in exchange for new operating lease liabilities

$


 

$

120


 



1.   SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

Immersion Corporation (the “Company”, “Immersion”, “we” or “us”) was incorporated in 1993 in California and reincorporated in Delaware in 1999. We focus on the creation, design, development, and licensing of innovative haptic technologies that allow people to use their sense of touch more fully as they engage with products and experience the digital world around them. We have adopted a business model under which we provide advanced tactile software, related tools and technical assistance designed to help integrate our patented technology into our customers’ products or enhance the functionality of our patented technology to certain customers, and offer licenses for our patented technology to other customers.

 

Impact of COVID-19

The outbreak of a novel strain of coronavirus (“COVID-19”) caused governments and public health officials around the world to implement stringent measures to help control the spread of the virus. In response to the COVID-19 pandemic, we implemented work-from-home and restricted travel policies in the first quarter of 2020, but have since lifted our travel restriction and our employees now work either from the office or from home.

 

Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Immersion and our wholly-owned subsidiaries. All intercompany accounts, transactions, and balances have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows, in conformity with U.S. GAAP and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments consisting of only normal and recurring items necessary for the fair presentation of the financial position and results of operations for the interim periods presented have been included. Certain prior year amounts have been reclassified to conform with the current year presentation. 

 

Use of Estimates

The preparation of condensed consolidated financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of the condensed consolidated financial statements. Significant estimates include revenue recognition, fair value of financial instruments, useful lives of property and equipment, valuation of income taxes including uncertain tax provisions, stock-based compensation and long-term deposits for withholding taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. 

 

Segment Information

We develop, license, and support a wide range of software and intellectual property (“IP”) that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial. We manage these application areas in one operating and reporting segment with only one set of management, development, and administrative personnel.

Our chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM approves budgets and allocates resources to and assesses the performance of our business using information about our revenue and operating loss. There is only one segment that is reported to management. 

 

Recent Account Pronouncements

We do not expect recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2023, to have significant impact on our financial positions and results of operations.

 

2. REVENUE RECOGNITION

Disaggregated Revenue

 

The following table presents the disaggregation of our revenue for the three months ended March 31, 2023, and 2022 (in thousands):


 


Three Months Ended March 31,

 


2023


 


2022


Fixed fee license revenue

$

1,214


 

$

1,745


Per-unit royalty revenue


5,795


 


5,485


Total royalty and license revenue


 7,009


 


7,230


Development, services, and other revenue


65


 


78


Total revenues

$

7,074


 

$

7,308

Per-unit Royalty Revenue

We record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. When we do not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in our quarterly results for such quarter, we accrue the related revenue based on estimates of our licensees’ underlying sales, subject to certain constraints on our ability to estimate such amounts. We develop such estimates based on a combination of available data including, but not limited to, approved customer forecasts, a look back at historical royalty reporting for each of our customers, and industry information available for the licensed products. 

As a result of accruing per-unit royalty revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true up revenue to the actual amounts reported by our licensees. In the three months ended March 31, 2023, we recorded adjustments of $0.4 million to increase royalty revenue. We recorded adjustments of $0.3 million to increase royalty revenue during the three months ended March 31, 2022.

Contract Assets

As of March 31, 2023, we had contract assets of $6.8 million included within Prepaid expenses and other current assets, and $0.4 million included within Other assets on the Condensed Consolidated Balance Sheets. As of December 31, 2022, we had contract assets of $7.7 million included within Prepaid expenses and other current assets, and $0.5 million included within Other assets on the Condensed Consolidated Balance Sheets.


Contract assets decreased by $1.1 million from January 1, 2023, to March 31, 2023, primarily due to actual royalties billed during the quarter.

Deferred Revenue

We recognize revenue from a fixed fee license agreement when we have satisfied our performance obligations, which typically occurs upon the transfer of rights to our technology upon the execution of the license agreement. However, in certain contracts, we grant a license to our existing patent portfolio at the inception of the license agreement as well as rights to the portfolio as it evolves throughout the contract term. For such arrangements, we have concluded that there are two separate performance obligations:

          Performance Obligation A: Transfer of rights to our patent portfolio as it exists when the contract is executed; and

          Performance Obligation B: Transfer of rights to our patent portfolio as it evolves over the term of the contract, including access to new patent applications that the licensee can benefit from over the term of the contract.

If a fixed fee license agreement contains only Performance Obligation A, we recognize the revenue from the agreement at the inception of the contract. For fixed fee license agreements that contain both Performance Obligation A and B, we allocate the transaction price based on the standalone price for each of the two performance obligations. We use a number of factors primarily related to the attributes of our patent portfolio to estimate standalone prices related to Performance Obligation A and B. Once the transaction price is allocated, the portion of the transaction price allocable to Performance Obligation A is recognized in the period the license agreement is signed and the customer can benefit from rights provided in the contract. The portion allocable to Performance Obligation B is recognized on a straight-line basis over the contract term which best represents the ongoing and continuous nature of the patent prosecution process. For such contracts, a contract liability account is established and included within Deferred revenue on the Condensed Consolidated Balance 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. 

Based on contracts signed and payments received as of March 31, 2023, we expect to recognize $16.2 million in revenue related to Performance Obligation B under our fixed fee license agreements, which are satisfied over time, including $10.5 million over one to three years and $5.7 million over more than three years.

As of December 31, 2022, total deferred revenue was $17.4 million. We recognized $1.2 million of deferred revenue during the three months ended March 31, 2023.

 

3.  INVESTMENTS AND FAIR VALUE MEASUREMENTS

Marketable Securities

We invest surplus funds in excess of operational requirements in a diversified portfolio of marketable securities, with the objectives of delivering competitive returns, maintaining a high degree of liquidity, and seeking to avoid the permanent impairment of principal.

We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Investments are considered impaired when a decline in fair value is judged to be other-than-temporary. If the cost of an individual investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, we will record an impairment charge and establish a new cost basis for the investment.


 

Marketable securities as of March 31, 2023 and December 31, 2022 consisted of the following (in thousands):

 

 


March 31, 2023


 


Cost or Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value

Marketable equity securities


 


 


 


 


 


 


 


Mutual funds

$

26,683


 

$

 —


 

$

(2,988

)

 

$

      23,695


Equity securities


56,485


 


4,877


 


     (6,077

)

 


55,285


Total marketable equity securities


83,168


 


   4,877


 


    (9,065

)

 


            78,980


Marketable debt securities


 


 


 


 


 


 


 


U.S. treasury securities


48,534


 


413


 


         (13

)

 


           48,934


Corporate bonds


18,555


 


  211


 


  (156

)

 


       18,610


Total marketable debt securities


67,089


 


 624


 


     (169

)

 


          67,544



$

150,257


 

$

  5,501


 

$

 (9,234

)

 

$

    146,524


 

 


December 31, 2022


 


Cost or Amortized Cost


 


Unrealized Gains


 


Unrealized Losses


 


Fair Value


Marketable equity securities


 


 


 


 


 


 


 


Mutual funds

$

26,352


 

$

     —


 

$

  (3,143

)

 

$

    23,209


Equity securities


 53,273


 


2,776


 


   (5,836

)

 


   50,213


Total marketable equity securities


79,625


 


   2,776


 


  (8,979

)

 


   73,422


Marketable debt securities


 


 


 


 


 


 


 


U.S. treasury securities


  25,640


 


  182


 


  (24

)

 


  25,798


Corporate bonds


13,496


 


   48


 


        (106

)

 


   13,438


Total marketable debt securities


 39,136


 


   230


 


       (130

)

 


   39,236


 

$

118,761


 

$

    3,006


 

$

       (9,109

)

 

$

    112,658


 

The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of March 31, 2023 (in thousands) are as follows: 

 

 


March 31, 2023


 


Amortized Cost


 


Fair Value


Less than 1 year

$

 41,559


 

$

     41,939


1 to 5 years


20,247


 


20,204


More than 5 years


   5,283


 


  5,400


Total

$

    67,089


 

$

67,543



 

Derivative Financial Instruments

 

Our derivative instruments consisted of call and put options sold at their fair value as of the balance sheet date. These derivative instruments are reported as Other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (in thousands):


 


March 31, 2023


 


Cost


 


Unrealized Losses


 


Fair Value


Derivative instruments

$

6,848


 

$

662


 

$

7,510


 

$

6,848


 

$

 662


 

$

      7,510


 

 


December 31, 2022


 


Cost


 


Unrealized Losses


 


Fair Value


Derivative instruments

$

   2,987


 

$

   662


 

$

      3,649


 

$

 2,987


 

$

     662


 

$

      3,649



A summary of realized and unrealized gains and losses from our equity securities and derivative instruments are as follows (in thousands):


 


Three Months Ended March 31,


 


2023


 


2022


Net unrealized gains recognized on marketable equity securities

$

2,014


 

$

      2,140


Net realized gains  recognized on marketable equity securities


 1,669


 


     1,026


Net unrealized losses recognized on derivative instruments


   (102

)

 


       (2,661

)

Net realized gains (losses) recognized on derivative instruments


717


 


           (134

)

Net realized gains recognized on marketable debt securities


 —


 


        368


Total net gains recognized in interest and other income (loss), net

$

 4,298


 

$

        739



Fair Value Measurements


Our financial instruments measured at fair value on a recurring basis consisted of money-market funds, mutual funds, equity securities, corporate debt securities and derivatives.  Equity securities are classified within Level 1 of the fair value hierarchy as they are valued based on quoted market price in an active market. Corporate debt securities and derivative instruments are valued based on quoted prices in markets that are less active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency are generally classified within Level 2 of the fair value hierarchy.


Financial instruments valued based on unobservable inputs which reflect the reporting entity’s own assumptions or data that market participants would use in valuing an instrument are generally classified within Level 3 of the fair value hierarchy. We did not hold Level 3 financial instruments as of March 31, 2023, and December 31, 2022.


 

Financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 are classified based on the valuation technique in the table below (in thousands):

 

 


March 31, 2023


 


 


 


Fair Value Measurements Using


 


 


 


Quoted Prices in Active Markets for Identical Assets (Level 1)


 


Significant Other Observable Inputs (Level 2)


 


Significant Unobservable Inputs (Level 3)


 


Total


Assets:


 


 


 


 


 


 


 


U.S. treasury securities 

$

 —


 

$

  48,934


 

$

        —


 

$

       48,934


Mutual funds


    23,695


 


      —


 


      —


 


 23,695


Equity securities


55,285


 


        —


 


         —


 


   55,285


Corporate bonds


     —


 


  18,610


 


      —


 


 18,610


Total assets at fair value

$

78,980


 

$

  67,544


 

$

       —


 

$

146,524


 


 


 


 


 


 


 


 


Liabilities


 


 


 


 


 


 


 


Derivative instruments

$

    —


 

$

 7,510


 

$

         —


 

$

   7,510


Total liabilities at fair value

$

        —


 

$

      7,510


 

$

   —


 

$

      7,510



 


December 31, 2022


 


 


 


Fair Value Measurements Using


 


 


 


Quoted Prices in Active Markets for Identical Assets (Level 1)


 


Significant Other Observable Inputs (Level 2)


 


Significant Unobservable Inputs (Level 3)


 


Total


Assets:


 


 


 


 


 


 


 


Certificate of deposit $

$ 5,300

$

$ 5,300

U.S.treasury securities



 


       25,798


 


 


25,798


Mutual funds


  23,209


 



 


 


   23,209


Equity securities


   50,213


 


         —


 


          —


 


 50,213


Corporate bonds


      —


 


  13,438


 


        —


 


    13,438


Total assets at fair value

$

     73,422


 

$

     44,536


 

$

         —


 

$

117,958


 


 


 


 


 


 


 


 


Liabilities


 


 


 


 


 


 


 


Derivative instruments

$

 —


 

$

      3,649


 

$

        —


 

$

    3,649


Total liabilities at fair value

$

    —


 

$

    3,649


 

$

          —


 

$

   3,649


 

 

4.   BALANCE SHEETS DETAILS

Cash and Cash Equivalents

 

Cash and cash equivalents were as follows (in thousands): 


 


March 31,

2023


 


December 31,

2022


Cash

$

7,972


 

$

      9,630


Money market funds


19,512


 


    13,586


Certificates of deposit (1)



 


  25,604


Cash and cash equivalents

$

   27,484


 

$

   48,820


(1) Represents certificates of deposit with initial maturity days of 90 days or less.

Investments - Current

 

Investments - current were as follows (in thousands):


 


March 31,

2023


 


December 31,

2022


Certificates of deposit (2)

$


 

$

     5,300


Marketable securities


78,981


 


  73,422


U.S. treasury securities


41,939


 


  22,196


Short-term investments

$

  120,920


 

$

   100,918


(2) Represents investments with initial maturity days between 91 days and one year.

Accounts and Other Receivables

 

Accounts and other receivables were as follows (in thousands):


 


March 31,

2023


 


December 31,

2022


Trade accounts receivables

$

491


 

$

       1,003


Other receivables


  1,245


 


       232


Accounts and other receivables

$

      1,736


 

$

       1,235


Allowance for credit losses as of March 31, 2023 and December 31, 2022 were not material. 

Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets were as follows (in thousands): 


 


March 31,

2023


 


December 31,

2022


Prepaid expenses

$

      2,033


 

$

       1,576


Contract assets - current


   6,837


 


      7,671


Other current assets


      55


 


         100


Prepaid expenses and other current assets

$

    8,925


 

$

     9,347



 

Investments - noncurrent

 

Investments- noncurrent were as follows (in thousands):


 


March 31,

2023


 


December 31,

2022


U.S. treasury securities

$

      6,994


 

$

      3,602


Marketable debt securities


  18,610


 


    13,438


Investments- noncurrent

$

 25,604


 

$

   17,040


Other Assets

 

Other assets were as follows (in thousands):


 


March 31,

2023


 


December 31,

2022


Contract assets - long-term


      436


 


        545


Lease right-of-use assets


     210


 


        360


Other assets


 8


 


          11


Total other assets

$

   654


 

$

       916


Other Current Liabilities

 

Other current liabilities were as follows (in thousands):




March 31,

2023


 


December 31,

2022


Derivative instruments

$

    7,510


 

$

     3,649


Lease liabilities - current


      263


 


        486


Income taxes payable


    4,156


 


     2,700


Dividends payable


      1,015


 


       4,212


Other current liabilities


   1,102


 


    1,418


Total other current liabilities

$

   14,046


 

$

 12,465

  

5. CONTINGENCIES

From time to time, we receive claims from third parties asserting that our technologies, or those of our licensees, infringe on the other parties’ IP rights. Management believes that these claims are without merit. Additionally, periodically, we are involved in routine legal matters and contractual disputes incidental to our normal operations. In management’s opinion, unless we disclosed otherwise, the resolution of such matters will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

In the normal course of business, we provide indemnification of varying scope to customers, most commonly to licensees in connection with licensing arrangements that include our IP, although these provisions can cover additional matters. Historically, costs related to these guarantees have not been significant, and we are unable to estimate the maximum potential impact of these guarantees on our future results of operations.

 LGE Korean Withholding Tax Matter

On October 16, 2017, we received a letter from LG Electronics Inc. (“LGE”) requesting that we reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following an investigation where the tax authority determined that LGE failed to withhold on LGE’s royalty payments to Immersion Software Ireland, a subsidiary of the Company, from 2012 to 2014. Pursuant to an agreement reached with LGE, on April 8, 2020, we provided a provisional deposit to LGE in the amount of KRW 5,916,845,454 (approximately $5.0 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korean courts. In the second quarter of 2020, we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets

On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes. The Korea Tax Tribunal hearing took place on March 5, 2019. On March 19, 2019, the Korea Tax Tribunal issued its ruling in which it decided not to accept our arguments with respect to the Korean tax authorities’ assessment of withholding tax and penalties imposed on LGE. On behalf of LGE, we filed an appeal with the Korea Administrative Court on June 10, 2019. The Company has had numerous hearings before the Korea Administrative Court in the years 2019 through 2022. The Korea Administrative Court had indicated that it expected to render a decision on this matter by December 31, 2022, but had subsequently updated the parties to indicate that a decision on this matter was expected by February 16, 2023. On February 15, 2023, we were informed that the Korea Administrative Court had scheduled another hearing for April 27, 2023 due to a change in the main judge for this matter. We had a hearing on April 27, 2023, and the Korea Administrative Court indicated that it expects to render a decision on this matter by June 8, 2023. 

On April 25, 2023, we received notice from LGE requesting us to reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following a recent tax audit of LGE for the years 2018 through 2022 in the amount of KRW 3,025,251,775 (approximately $2.3 million). We are currently evaluating our next steps with respect to the reimbursement of such withholding taxes in accordance with our obligations pursuant to the license agreement with LGE. As of March 31, 2023, we have accrued $0.3 million of withholding taxes, interest and penalties related to the 2018 to 2022 period for which the Korean tax authorities have recently assessed LGE. The additional income tax is accrued in Other Current Liabilities in our Condensed Consolidated Balance Sheets.

Based on the developments in these cases, we regularly reassess the likelihood that we will prevail in the claims from the Korean tax authorities with respect to the LGE case. To the extent that we determine that it is more likely than not that we will prevail against the claims from the Korean tax authorities, then no additional tax expense is provided for in our Condensed Consolidated Statements of Income and Comprehensive Income. In the event that we determine that it is more likely than not that we will not prevail against the claims from the Korean tax authorities, or a portion thereof, then we would estimate the anticipated additional tax expense associated with that outcome and record it as additional income tax expense in our Condensed Consolidated Statements of Income and Comprehensive Income in the period of the new determination. If the additional income tax expense was related to the periods assessed by Korean tax authorities and for which we recorded a Long-term deposits on our Condensed Consolidated Balance Sheets, then the additional income tax expense would be recorded as an impairment to the Long-term deposits. If the additional income tax expense was not related to the periods assessed by Korean tax authorities and for which we recorded in Long-term deposits on our Condensed Consolidated Balance Sheets, then the additional income tax expense would be accrued as an Other current liabilities

In the event that we do not ultimately prevail in our appeal in the Korean courts with respect to this case, the applicable deposits included in Long-term deposits would be recorded as additional income tax expense on our Condensed Consolidated Statements of Income and Comprehensive Income, in the period in which we do not ultimately prevail.

In the fourth quarter of 2021, we recorded an impairment charge of $0.8 million related to the long-term deposits paid to LGE.

Immersion Corporation vs. Meta Platforms, Inc., f/k/a Facebook, Inc.

On May 26, 2022, we filed a complaint against Meta Platforms, Inc. (formerly known as Facebook, Inc.) (“Meta”) in the United States District Court for the Western District of Texas.  The complaint alleges that Meta’s augmented and virtual reality (“AR/VR”) systems, including the Meta Quest 2, infringe six of our patents that cover various uses of haptic effects in connection with such AR/VR systems. We are seeking to enjoin Meta from further infringement and to recover a reasonable royalty for such infringement.

The complaint against Meta asserts infringement of the following patents:

        U.S. Patent No. 8,469,806: “System and method for providing complex haptic stimulation during input of control gestures, and relating to control of virtual equipment”

        U.S. Patent No. 8,896,524: “Context-dependent haptic confirmation system”

        U.S. Patent No. 9,727,217: “Haptically enhanced interactivity with interactive content”

        U.S. Patent No. 10,248,298: “Haptically enhanced interactivity with interactive content”

        U.S. Patent No. 10,269,222: “System with wearable device and haptic output device”

        U.S. Patent No. 10,664,143: “Haptically enhanced interactivity with interactive content”

Meta responded to our complaint on August 1, 2022.  On September 12, 2022, Meta filed a motion to transfer the lawsuit to the Northern District of California or, in the alternative, to the Austin Division of the Western District of Texas. Meta’s motion remains pending, and a hearing on the transfer motion occurred on January 23, 2023. In the meantime, the claim construction briefing is closed, and fact discovery opened on February 7, 2023.  The claim construction hearing was scheduled for March 6, 2023, but was rescheduled by the Court for April 24, 2023 and again rescheduled to May 11, 2023.

Immersion Corporation vs. Xiaomi Group

On or about March 3, 2023, we initiated patent infringement lawsuits against several companies of the Xiaomi-Group (the “Xiaomi-Group”) in Germany, France and India. We initiated lawsuits against Xiaomi-Group companies and their agents in the Düsseldorf Regional Court in Germany, the Tribunal judiciaire de Paris (Paris First Instance Civil Court) in France, and the High Court of Delhi, at New Delhi, in India.

The complaints allege that the Xiaomi-Group’s devices, including the Xiaomi 12, infringe our patents that cover various uses of haptic effects in connection with such devices. We are seeking injunctions that would allow us to prohibit Xiaomi-Group from selling the infringing devices in Germany, France and India, as well as costs and damages as compensation for such infringement. 

The complaints against the Xiaomi-Group assert infringement of the following patents:

        EP 2 463 752 B1 (German part) titled “Haptisches Feedback-System mit gespeicherten Effekten

        EP 2 463 752 B1 (French part) titled “Système de rendu haptique avec stockage d’effets

        IN 304 396 (India) titled “Haptic Feedback System With Stored Effects”

 

 

6. STOCK-BASED COMPENSATION

Stock Options and Awards

Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.

On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan to increase the number of shares reserved for issuance under the 2021 Plan by 4,621,488 shares.

Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for such stock options. Stock options generally vest over four years and expire seven years from the applicable grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.

 

A summary of our equity incentive program as of March 31, 2023 is as follows (in thousands):


Common stock shares available for grant

           5,158

Stock options outstanding

              140

RSUs outstanding

              754

RSAs outstanding

              75

PSUs outstanding

              413

Time-Based Stock Options

The following summarizes time-based stock options activities for the three months ended March 31, 2023:


 

Number of Shares Underlying Stock Options (in thousands)


 


Weighted Average Exercise Price Per Share


 


Weighted Average Remaining Contractual Life (Years)


 


Aggregate Intrinsic Value (in thousands)


Outstanding at December 31, 2022

     140


 

$

        7.57


 


4.03


 

$

            — 


Granted

              —


 


              —


 


 


 


 


Exercised

              —


 


              —


 


 


 


 


Canceled or expired

              —


 


              —


 


 


 


 


Outstanding as of March 31, 2023

     140


 

$

        7.57


 


3.78


 

$

            193


Vested and expected to vest at March 31, 2023

    138


 

$

  7.57


 


3.78


 

$

            190


Exercisable at March 31, 2023

     111


 

$

   7.57


 


3.78


 

$

           153


 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the exercise price of our common stock for the options that were in-the-money.

We did not grant stock options in the three months ended March 31, 2023.

Restricted Stock Units

 

The following summarizes RSU activities for the three months ended March 31, 2023:


 


Number of Restricted Stock Units (in thousands)


 


Weighted Average Grant Date Fair Value Per Share


 


Weighted Average Remaining Recognition Period (Years)


 


Aggregate Intrinsic Value (in thousands)


Outstanding at December 31, 2022


       887


 

$

         5.85


 


2.38


 

$

        6,226


Granted


              —


 


              —


 


 


 


 


Released


     (82

)

 


      5.67


 


 


 


 


Forfeited


          (51

)

 


       6.91


 


 


 


 


Outstanding at March 31, 2023


      754


 

$

        5.79


 


2.22


 

$

       6,738


The aggregate intrinsic value is calculated as the market value as of the end of the reporting period.

Restricted Stock Awards

 

The following summarizes RSA activities for the three months ended March 31, 2023:


 


Number of Restricted Stock Awards
(in thousands)


 


Weighted Average Grant Date Fair Value Per Share


 


Weighted Average Remaining Recognition Period (Years)


Outstanding at December 31, 2022


      119


 

$

         5.47


 


1.31


Granted


        75


 


       8.31


 


 


Released


        (119

)

 


        5.47


 


 


Forfeited


              —


 


              —


 


 


Outstanding at March 31, 2023


        75


 

$

       8.31


 


1.00


Market Condition-Based Performance Stock Units

The following summarizes PSU activities for the three months ended March 31, 2023:


 

Number of Market Condition-Based Performance Stock Units (in thousands)


 


Weighted Average Grant Date Fair Value Per Share


 


Weighted Average Remaining Recognition Period (Years)


Outstanding at December 31, 2022

       615


 

$

         3.69


 


1.12


Granted

              —


 


              —


 


 


Released

         (202

)

 


          3.65


 


 


Forfeited

              —


 


              —


 


 


Outstanding at March 31, 2023

        413


 

$

         3.71


 


1.00


Employee Stock Purchase Plan

Under our 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants may not purchase more than 2,000 shares in a six-month offering period or purchase stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock have been reserved for issuance under the ESPP. During the three months ended March 31, 2023, 1,298 shares were purchased under the ESPP.  Effective February 1, 2023, our ESPP was discontinued and 193,134 shares expired following the ESPP termination. 

Stock-based Compensation Expense

Valuation and amortization methods

Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards and ESPP for the three months ended March 31, 2023, and 2022 is as follows (in thousands): 

 


Three Months Ended March 31,


 


2023


 


2022


Stock options

     (56

)

 

           (43

)

RSUs, RSAs and PSUs


   1,002


 


    1,187


ESPP


              —


 


              (3

)

Total

946


 

      1,141


 


 


 


 


Sales and marketing

  (99

)

 

$

         90


Research and development


        (74

)

 


        107


General and administrative


  1,119


 


         944


Total

 946


 

  1,141


As of March 31, 2023, there was $5.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.8 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 

 

7. STOCKHOLDERS’ EQUITY

Stock Repurchase Program

On February 23, 2022, our Board of Directors (the "Board") approved a stock repurchase program of up to $30.0 million of our common stock for a period of up to twelve months (the "February 2022 Stock Repurchase Program"). Any stock repurchases were made through open market or privately negotiated transactions, at such times and in such amounts as management deemed appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Additionally, the Board authorized the use of derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The stock repurchase program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases depended on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program did not obligate us to repurchase any dollar amount or number of shares, and the program could be suspended or discontinued at any time. The February 2022 Stock Repurchase Program was terminated on December 29, 2022. 

In the year ended December 31, 2022, we repurchased 1,637,566 shares of our common stock for $8.9 million at an average purchase price of $5.46 per share. The February 2022 Stock Repurchase Program was terminated on December 29, 2022.

On December 29, 2022, the Board approved a stock repurchase program of up to $50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by the Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Additionally, the Board authorized the use of any derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The stock repurchase program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. 

We did not repurchase shares during the three months ended March 31, 2023. As of March 31, 2023, we had $50.0 million available for repurchase under the December 2022 Stock Repurchase Program. 

Dividends Payment

On November 14, 2022, our Board declared a quarterly dividend in the amount of $0.03 per share, which was paid on January 30, 2023, to stockholders of record on January 15, 2023. In addition, on December 29, 2022, the Board declared a special dividend in the amount of $0.10 per share, which was paid on January 30, 2023 to stockholders of record on January 15, 2023.

On February 21, 2023, the Board declared a second quarterly dividend, in the amount of $0.03 per share, which was paid on April 28, 2023 to stockholders of record on April 13, 2023.

On May 10, 2023, we announced that the Board declared a quarterly dividend. The quarterly dividend, in the amount of $0.03 per share, will be payable, subject to any prior revocation, on July 28, 2023, to shareholders of record on July 13, 2023. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time.

 

8. INCOME TAXES

 

Provision for income taxes the three months ended March 31, 2023 and 2022 consisted of the following (in thousands):


 


Three Months Ended March 31,


 


2023


 


2022


Income before provision for income taxes

 9,785
   5,637

Provision for income taxes


 (1,507 )  
(561 )

Effective tax rate


(15.4 )%  
 (10.0 )%


Provision for income taxes for the three months ended March 31, 2023 and 2022 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We maintain a partial valuation allowance against our U.S. federal deferred tax assets and maintain a full valuation allowance against our U.S. state and Canadian federal deferred tax assets. 

 

As of March 31, 2023, we had unrecognized tax benefits under Accounting Standards Certification (“ASC”) 740 Income Taxes of approximately $7.2 million and applicable interest of $0.1 million. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $3.2 million. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months.

 

As of March 31, 2023, we had net deferred income tax assets of $7.0 million and deferred income tax liabilities of $0.1 million. Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state, and foreign taxing authorities may examine our tax returns for all years from 2005 through the current period.

 

We maintain a valuation allowance against certain of our deferred tax assets, including certain federal, all state, and certain foreign deferred tax assets because of uncertainties regarding the realization of the asset balance due to historical losses, the variability of operating results, and uncertainty regarding near term projected results. If we determine the deferred tax assets are realizable based on our assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made.

9. NET INCOME (LOSS) PER SHARE


Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of shares of common stock, adjusted for any dilutive effect of potential common stock. Potential common stock, computed using the treasury stock method, includes stock options, stock awards and ESPP.


The following is a reconciliation of the denominators used in computing basic and diluted net income (loss) per share (in thousands, except per share amounts): 


 

Three Months Ended March 31,

 

2023


 

2022


Denominator:

 


 

 


Weighted-average shares outstanding, basic

        32,603


 

             33,996


Shares related to outstanding options, unvested RSUs, RSAs, and PSUs

              482


 

              272


Weighted average shares outstanding, diluted

             33,085


 

             34,268


We include PSUs in the calculation of diluted earnings per share if the applicable performance condition has been satisfied as of the end of the reporting period and exclude stock equity awards if the performance condition has not been met.

For the three months ended March 31, 2023 and 2022, we had stock options, RSUs, PSUs and RSAs outstanding that could potentially dilute basic earnings per share in the future, but these were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. These outstanding securities consisted of the following (in thousands):

 

Three Months Ended March 31,

 

2023


 

2022


Stock options

              140


 

              239


RSUs, RSAs and PSUs

              2


 

              55


Total

              142


 

              294


 

10. LEASES

We lease our office space under lease arrangements with expiration dates on or before March 31, 2024. We recognize lease expense on a straight-line basis over the lease term.  Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets. We combine lease and non-lease components for new and reassessed leases. We apply discount rates to operating leases using a portfolio approach.

 

Below is a summary of our right-of-use assets and lease liabilities (in thousands): 

 

 

Balance Sheets Classification

 


March 31,
2023


 


December 31,
2022


Assets

 

 


 


 


 


Right-of-use assets

Other assets

 

$

    210


 

$

         360


Liabilities

 

 


 


 


 


  Operating lease liabilities - current

Other current liabilities

 


        263


 


         486


  Operating lease liabilities - long-term

Other long-term liabilities

 



 


           56


Total lease liabilities

 

 

$

         263


 

$

        542


The table below provides supplemental information related to operating leases during the three months ended March 31, 2023 and 2022 (in thousands except for lease term):


 


Three Months Ended March 31,


 


2023


 


2022


Cash paid within operating cash flow

$

  282


 

$

        355


Weighted average lease terms (in years)


0.69


 


1.11


Weighted average discount rates
N/A


3.93 %

On June 6, 2022, we entered into a sublease agreement with Innovobot Fund LLP for our facility located in Montreal Canada (the Montreal Facility). This sublease commenced on June 8, 2022, and ends on February 27, 2024 which approximates the lease termination date of the original Montreal Facility lease.

On March 12, 2020, we entered into a sublease agreement with Neato Robotics, Inc. for our facility located in San Jose, California (SJ Facility). This sublease commenced in June 2020 and ended on April 30, 2023, which is the lease termination date of the original SJ Facility lease.

In accordance with provisions of ASC 842, we treated each sublease as a separate lease as we were not relieved of the primary obligation under each original lease. We continue to account for each original lease as a lessee, in the same manner as prior to the commencement date of the sublease. We accounted for each sublease as a lessor of such lease. We classified each sublease as an operating lease as it did not meet the criteria of a Sale-Type or Direct Financing lease.

We recognize operating lease expense and lease payments from the sublease, on a straight-line basis, in our Condensed Consolidated Statements of Income and Comprehensive Income over the lease terms. During the three months ended March 31, 2023 and 2022, our net operating lease expenses were as follows (in thousands): 

 


Three Months Ended March 31,


 


2023


 


2022


Operating lease cost

$

       318


 

$

         210


Variable lease payments


   128


 


    137


Sublease income


 (257

)

 


 (257

)

Total lease cost

$

189



$

90


 

Minimum future lease payments obligations as of March 31, 2023 were as follows (in thousands): 

 

For the Years Ending December 31,

 


 


2023


$

279


2024



39


Total lease payments



 318


Less: Interest

 


(55

)

Total lease liability

 

$

263


Future cash receipts from our sublease agreements as of March 31, 2023 were as follows (in thousands):

For the Years Ending December 31,

 


 


2023

 


228


2024

 


33


Total

 

$

261

 

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements involve risks and uncertainties. Forward-looking statements are frequently identified by words such as “anticipates”, “believes”, “expects”, “intends”, “may”, “can”, “will”, “places”, “estimates”, and other similar expressions. However, these words are not the only way we identify forward-looking statements. Examples of forward-looking statements include among other things, any expectations, projections, or other characterizations of future events, or circumstances, and include statements regarding: the continued impact of COVID-19 on our business, including as to revenue, and potential cost reduction measures, and the continued impact of COVID-19 on our customers, suppliers, and on the economy in general; our strategy and our ability to execute our business plan; our competition and the market in which we operate; our customers and suppliers; our revenue and trends related thereto, and the recognition and components thereof; our costs and expenses, including capital expenditures; our investment of surplus funds and sales of marketable debt securities; seasonality and demand; our investment in research and technology development; changes to general and administrative expenses; our foreign operations and the reinvestment of our earnings related thereto; our investment in and protection of our IP; our employees; capital expenditures and the sufficiency of our capital resources; unrecognized tax benefit and tax liabilities; the impact of changes in interest rates and foreign exchange rates, as well as our plans with respect to foreign currency hedging in general; changes in laws and regulations, including with respect to taxes; our plans and estimates related to and the impact of current and future litigation and arbitration; our leases, sublease and the timing and income related thereto; and our dividend, stock repurchase and equity distribution programs.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results could differ materially from those projected in the forward-looking statements, therefore we caution you not to place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors contained under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 22, 2023 and below under Part II, Item 1A, “Risk Factors.”

Any forward-looking statements made by us in this report speak only as of the date of this report, and we do not intend to update these forward-looking statements after the filing of this report, unless required to do so by applicable law or regulation. You are urged to review carefully and consider our various disclosures in this report and in our other reports publicly disclosed or filed with the SEC that attempt to advise you of the risks and factors that may affect our business.


OVERVIEW

We are a premier licensing company focused on the invention, acceleration, and scaling, through licensing, of innovative haptic technologies that allow people to use their sense of touch to engage with products and experience the digital world around them. We are one of the leading experts in haptics, and our focus on innovation allows us to deliver world-class intellectual property (“IP”) and technology that enables the creation of products that delight end users. Our technologies are designed to facilitate the creation of high-quality haptic experiences, enable their widespread distribution, and ensure that their playback is optimized. Our primary business is currently in the mobility, gaming, and automotive markets, but we believe our technology is broadly applicable and see opportunities in evolving new markets, including virtual and augmented reality, and wearables, as well as residential, commercial, and industrial Internet of Things. In recent years, we have seen a trend towards broad market adoption of haptic technology. As other companies follow our leadership in recognizing how important tactile feedback can be in people’s digital lives, we expect the opportunity to license our IP and technologies will continue to expand.

We have adopted a business model under which we offer licenses to our patented technology to our customers and offer our customers enabling software, related tools and technical assistance designed to integrate our patented technology into our customers’ products or enhance the functionality of our patented technology. Our licenses enable our customers to deploy haptically-enabled devices, content and other offerings, which they typically sell under their own brand names. We and our wholly-owned subsidiaries hold more than 1,000 issued or pending patents worldwide as of March 31, 2023. Our patents cover a wide range of digital technologies and ways in which touch-related technology can be incorporated into and between hardware products and components, systems software, application software, and digital content. We believe that our IP is relevant to many of the most important and cutting-edge ways in which haptic technology is and can be deployed, including in connection with mobile interfaces and user interactions, in association with pressure and other sensing technologies, as part of video and interactive content offerings, as related to virtual and augmented reality experiences, and in connection with advanced actuation technologies and techniques. Our portfolio includes numerous patents and patent applications that we believe may become essential to emerging standards in development by Standards Development Organizations (“SDOs”) including media standards in development by ISO/IEC Moving Picture Expert Group (MPEG) and software and system standards in development at IEEE-SA.

We were incorporated in 1993 in California and reincorporated in Delaware in 1999.

Results of Operations

Overview

Total revenues for the three months ended March 31, 2023 was $7.1 million, a decrease of $0.2 million, or 3%, compared to the same period in 2022.

Total operating expenses were $3.8 million in the three months ended March 31, 2023, a decrease of $0.1 million, or 3%, compared to the same period in 2022.

Net income was $8.3 million in the three months ended March 31, 2023, a $3.2 million, or 63%, increase compared to a net income of $5.1 million in the three months ended March 31, 2022.

The following table sets forth our Condensed Consolidated Statements of Income and Comprehensive Income data as a percentage of total revenues:

 

Three Months Ended March 31,

 

2023


 

2022


Revenues:



 

 


Fixed fee license revenue

 17

%

 

 24

%

Per-unit royalty revenue

82


 

 75


Total royalty and license revenue

 99


 

 99


Development, services, and other

1


 

1


Total revenues

 100


 

 100


Operating expenses:

 


 

 


Sales and marketing

 1


 

  7


Research and development

 2


 

 7


General and administrative

 51


 

 37


Total operating expenses

 54


 

 51


Operating income

 46


 

 49


Interest and other income (loss), net

  92


 

 28


Income before provision for income taxes

 138


 

 77


Provision for income taxes

 (21

)

 

(8

)

Net income

 117

%

 

  69

%



Revenues

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. Royalty and license revenue is composed of per unit royalties earned based on usage or net sales by licensees and fixed payment license fees charged for our IP and software.

A revenue summary for the three months ended March 31, 2023 and 2022 is as follows (in thousands, except for percentages):

 


Three Months Ended March 31,


 


2023


 


2022


 


$ Change


 


% Change


Revenues:


 


 


 


 


 


 


 


Fixed fee license revenue

$

 1,214


 

$     

 1,745


 

 (531

)

 


(30

)%

Per-unit royalty revenue


5,795


 


 5,485


 


310


 


6

%

Total royalty and license revenue


7,009


 


 7,230


 


(221

)

 


(3

)%

Development, services, and other revenue


65


 


 78


 


(13

)

 


(17

)%

Total revenues

$  

 7,074


 

$   

7,308


 

(234

)

 


(3

)%

Royalty and license revenue

Fixed fee license revenue decreased by $0.5 million, or 30%, in the first quarter of 2023 compared to the same period in 2022 primarily due to a $0.5 million decrease in automotive license revenue.

Per-unit royalty revenue increased by $0.3 million, or 6%, in the first quarter of 2023 compared to the same period in 2022, primarily due to an $0.7 million increase in royalties from gaming licensees and a $0.3 million increase in royalties from other licensees partially offset by a $0.6 million decrease in royalties from mobility licensees.

We expect royalty and license revenue to continue to be a major component of our future revenue as our technology is included in products and we succeed in our efforts to monetize our IP. Our fixed fee license revenue could fluctuate depending upon the timing of execution of new fixed license fee arrangements. We also anticipate that our royalty revenue will fluctuate relative to our customers’ unit shipments.

Geographically, revenues generated in Asia, North America and Europe for the three months ended March 31, 2023 represented 84%, 12%, and 4%, respectively, of our total revenue as compared to 75%, 16%, and 9%, respectively, for the three months ended March 31, 2022.

Operating Expenses

A summary of operating expenses for the three months ended March 31, 2023, and 2022 is as follows (in thousands, except for percentages):

 


Three Months Ended March 31,


 


2023


 


2022


 


$ Change


 


% Change


Sales and marketing

$

96


 


 486


 

$

 (390

)

 


 (80

)%

Research and development


 130


 


  513


 


 (383

)

 


 (75

)%

General and administrative


 3,589


 


 2,706


 


 883


 


33

%

Sales and Marketing - Our sales and marketing expenses primarily consisted of employee compensation and benefits, including stock-based compensation; sales commissions; advertising; collateral marketing materials; market development funds; travel; and allocated facilities costs.


Sales and marketing expenses decreased $0.4 million, or 80%, in the three months ended March 31, 2023, compared to the same period in 2022 This decrease was primarily attributable to decreases in compensation, benefits and other personnel-related costs due to lower headcount and a decrease in stock-based compensation expense.

Research and Development - Our research and development expenses primarily consisted of employee compensation and benefits, including stock-based compensation; outside services and consulting fees; tooling and supplies; and allocated facilities costs.

Research and development expenses decreased $0.4 million, or 75%, in the three months ended March 31, 2023, compared to the same period in 2022. This decrease was primarily attributable to decreases in compensation, benefits and other personnel-related costs due to lower headcount and a decrease in stock-based compensation expense.

General and Administrative - Our general and administrative expenses primarily consisted of employee compensation and benefits including stock-based compensation; legal other professional fees; external legal costs for patents; office expense; travel; and allocated facilities costs.

General and administrative expenses increased $0.9 million, or 33%, in the three months ended March 31, 2023 as compared to the same period in 2022. This increase was primarily due to a $1.0 million increase in compensation, benefits driven by increases in stock-based compensation expense and variable compensation.

We are engaged in, and may be required to engage in further, litigation to protect our IP, which may cause our general and administrative expenses to substantially increase reflecting such litigation costs.

Interest and Other Income (Loss)

Interest and Other Income (loss) - Interest and other income consists primarily of interest and dividend income from cash and cash equivalents and marketable debt and equity securities, short-term investments realized and unrealized gains (losses) on our marketable equity securities and derivative instruments and realized gains (losses) on our marketable debt securities.

 


Three Months Ended March 31,


 


2023


 


2022


 


$ Change


 


% Change


Interest and other income (loss), net

$

6,415


 

$

 2,186


 


 4,229


 


 193

%

Other income (expense), net


110


 


(152

)

 


 262


 


(172

)%

Interest and other income (loss), net

$

 6,525


 

$

 2,034


 

$

 4,491


 


 221

%

Interest and other income (loss) increased $4.2 million during the three months ended March 31, 2023, compared to the same period in 2022, primarily driven by a $3.6 million increase in net gains from investments in marketable equity securities and derivative instruments and a $0.7 million increase in interest income.

Other income (expense), net increased $0.3 million during the three months ended March 31, 2023, compared to the same period in 2022, primarily driven by a $0.1 million increase in net foreign currency translation gains and a $0.1 million decrease in interest expense.


Income Taxes

A summary of provision for income taxes and effective tax rates for the three months ended March 31, 2023 and 2022 is as follows (in thousands):

 


Three Months Ended March 31,


 


2023


 


2022


 


$ Change


 


% Change


Income before provision for income taxes

$  

 9,785


 

 5,637


 


 


 


 


Provision for income taxes


(1,507

)

 


(561

)

 


(946

)

 


169

%

Effective tax rate


(15.4

)%

 


(10.0

)%

 


 


 


 


Provision for income taxes for the three months ended March 31, 2023, and 2022 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate.

We provided a partial valuation allowance for certain U.S. federal assets, whose future realization is not more likely than not  and continue to maintain full valuation allowance for state and certain foreign deferred tax assets in 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, 2023, we had unrecognized tax benefits under Accounting Standards Certification (“ASC”) 740 Income Taxes of approximately $7.2 million and applicable interest of $0.1 million. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $3.2 million. 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. 

Liquidity and Capital Resources

Our cash equivalents, investments - current and investments - noncurrent consist primarily of money-market funds, investments in marketable equity and debt securities (including mutual funds), investments in U.S. treasury securities and certificates of deposit. All marketable securities are stated at market value. Realized gains and losses on marketable equity securities and marketable debt securities are recorded in Other income (expense), net on the Condensed Consolidated Statements of Income and Comprehensive Income. Unrealized gains and losses on marketable equity securities (including mutual funds) are reported as Other income (expense), net on our Condensed Consolidated Statement of Income and Comprehensive Income. Unrealized gains and losses on marketable debt securities reported as a component of Accumulated other comprehensive income on our Condensed Consolidated Balance Sheets. Certificates of deposit are report as Investment - current or Investment -noncurrent based on their remaining maturity days. Interest income from certificates of deposit are reported as Interest and other income (loss), net on the Condensed Consolidated Statement of Income and Comprehensive Income. 

Cash, cash equivalents and investments-current - As of March 31, 2023, our cash, cash equivalents, and investments- current totaled $148.4 million, a decrease of $1.3 million from $149.7 million on December 31, 2022.

A summary of select cash flow information for the three months ended March 31, 2023 and 2022 are as follows (in thousands):

 


Three Months Ended March 31,


 


2023


 


2022


Net cash provided by operating activities

$

              3,523


 

$

              11,038


Net cash provided by (used in) investing activities

$

 (19,708

)

 

$

4,833


Net cash used in financing activities

$

(5,151

)

 

$

          (4,403

)

Cash provided by operating activities - Our operating activities primarily consists of net income adjusted for certain non-cash items including depreciation and amortization; stock-based compensation expense, deferred income taxes and the effect of changes in operating assets and liabilities.

Net cash provided by operating activities was $3.5 million in the three months ended March 31, 2023, a $7.5 million decrease compared to the same period in 2022. This cash decrease was primarily attributable to a $7.2 million decrease from changes in net operating assets and a $3.5 million decrease from changes in non-cash items partially offset by a $3.2 million increase in net income.

Cash provided by (used in) investing activities - Our investing activities primarily consist of purchases of marketable securities and other investments and proceeds from disposal of marketable securities and other investments; proceeds from issuance of derivative instruments; payments made to settle derivative instruments and purchases of computer equipment, furniture and leasehold improvements.

Net cash used in investing activities during the three months ended March 31, 2023 was $19.7 million primarily consisting of $56.3 million in cash used to purchase marketable securities and in the settlement of derivative instruments partially offset by $36.6 million in proceeds from selling marketable securities and derivatives.

Net cash provided by investing activities during the three months ended March 31, 2022 was $4.8 million primarily consisting of $46.7 million in proceeds from selling marketable securities and derivative instruments partially offset by $41.9 million in cash used to purchase marketable securities and in the settlement of derivative instruments.

Cash provided by (used in) financing activities — Our financing activities primarily consist of cash proceeds from issuance of common stock, proceeds from stock option exercises and stock purchases under our employee stock purchase plan and cash paid for repurchases of our common stock.

Net cash used in financing activities during the three months ended March 31, 2023 was $5.2 million primarily consisting of $4.4 million in dividend payments and $0.8 million in shares withheld to cover payroll taxes..

Net cash used in financing activities during the three months ended March 31, 2022 was $4.4 million primarily consisting of cash paid for stock repurchases.

Total cash, cash equivalents, and short-term investments were $148.4 million as of March 31, 2023 of which approximately 30%, or $44.8 million, was held by our foreign subsidiaries and subject to repatriation tax effects. Our intent is to permanently reinvest a majority of our earnings from foreign operations, and current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations.



On November 14, 2022, our Board of Directors (“Board”) declared a quarterly dividend in the amount of $0.03 per share, which was paid on January 30, 2023, to stockholders of record on January 15, 2023. In addition, on December 29, 2022, our Board declared a special dividend in the amount of $0.10 per share, which was paid on January 30, 2023, to stockholders of record on January 15, 2023.

On February 21, 2023, our Board declared a second quarterly dividend, in the amount of $0.03 per share, which was paid on April 28, 2023, to stockholders of record on April 13, 2023.

On May 10, 2023, we announced that the Board declared a quarterly dividend. The quarterly dividend, in the amount of $0.03 per share, will be payable, subject to any prior revocation, on July 28, 2023, to shareholders of record on July 13, 2023. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time.

We may continue to invest in, protect, and defend our extensive IP portfolio, which can result in the use of cash in the event of litigation.

On December 29, 2022, the Board approved a stock repurchase program of up to $50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by our Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. 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.

We did not repurchase shares during the three months ended March 31, 2023. As of March 31, 2023, we had $50.0 million available for repurchase under the December 2022 Stock Repurchase Program.

We did not have any other significant non-cancellable purchase commitments as of March 31, 2023.

We anticipate that capital expenditures for property and equipment for the remainder of 2023 will be less than $1.0 million.

While the unprecedented public health and governmental efforts to contain the spread of COVID-19 have created significant uncertainty as to general economic and capital market conditions in the past, as of the date of this Quarterly Report on Form 10-Q, we believe we have sufficient capital resources to meet our working capital needs for the next twelve months and beyond.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, marketable securities and derivative instruments, income taxes and contingencies. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions.

Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023, for a complete discussion of our critical accounting policies and estimates. The preparation of financial statements and related disclosures in conformity with U.S. GAAP and our discussion and analysis of our financial condition and operating results require the management to make judgments, assumptions and estimates that affect the amounts reported. See Note 1. Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 herein, which describes the significant accounting policies and methods used in the preparation of our condensed consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. 


Recent Accounting Pronouncements

See Note 1. Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements for information regarding the effect of new accounting pronouncements on our financial statements.

Not applicable.

Based on their evaluation as of March 31, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes to internal controls over financial reporting that occurred during the quarter ended March 31, 2023, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Immersion, have been detected.




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 our complaint on August 1, 2022. On September 12, 2022, Meta filed a motion to transfer the lawsuit to the Northern District of California or, in the alternative, to the Austin Division of the Western District of Texas. Meta’s motion remains pending, and a hearing on the transfer motion occurred on January 23, 2023. In the meantime, claim construction briefing is closed, and fact discovery opened on February 7, 2023. The claim construction hearing was scheduled for March 6, 2023, but had been rescheduled by the Court for April 24, 2023, and again rescheduled to May 11, 2023.

Immersion Corporation vs. Xiaomi Group

On or about March 3, 2023, we initiated patent infringement lawsuits against several companies of the Xiaomi-Group (the “Xiamoi-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 the Xiaomi-Group from selling the infringing devices in Germany, France and India, as well as costs and damages as compensation for such infringement.

The complaints against the Xiaomi-Group assert infringement of the following patents:

          EP 2 463 752 B1 (German part) titled “Haptisches Feedback-System mit gespeicherten Effekten

          EP 2 463 752 B1 (French part) titled “Système de rendu haptique avec stockage d’effets

          IN 304 396 (India) titled “Haptic Feedback System With Stored Effects”

        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 as Long-term deposits on our Condensed Consolidated Balance Sheets.

On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes. The Korea Tax Tribunal hearing took place on March 5, 2019. On March 19, 2019, the Korea Tax Tribunal issued its ruling in which it decided not to accept our arguments with respect to the Korean tax authorities’ assessment of withholding tax and penalties imposed on LGE. On behalf of LGE, we filed an appeal with the Korea Administrative Court on June 10, 2019. The Company has had numerous hearings before the Korea Administrative Court in the years 2019 through 2022. The Korea Administrative Court had indicated that it expected to render a decision on this matter by December 31, 2022, but had subsequently updated the parties to indicate that a decision on this matter is expected by February 16, 2023. On February 15, 2023, we were informed that the Korea Administrative Court had scheduled another hearing for April 27, 2023 due to a change in the main judge for this matter. We had a hearing on April 27, 2023, and the Korea Administrative Court indicated that it expects to render a decision on this matter by June 8, 2023.

On April 25, 2023, we received notice from LGE requesting us to reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following a recent tax audit of LGE for the years 2018 through 2022 in the amount of KRW 3,025,251,775 (approximately $2.3 million). We are currently evaluating our next steps with respect to the reimbursement of such withholding taxes in accordance with our obligations pursuant to the license agreement with LGE. As of March 31, 2023, we have accrued $0.3 million of withholding taxes, interest and penalties related to the 2018 to 2022 period for which the Korean tax authorities have recently assessed LGE. The additional income tax is accrued in Other Current Liabilities in our Condensed Consolidated Balance Sheets.

Based on the developments in these cases, we regularly reassess the likelihood that we will prevail in some or all the claims from the Korean tax authorities. 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 in Long-term deposits on our Condensed Consolidated Balance Sheets , then the additional income tax expense would be recorded as an impairment in 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 a Long-term deposits on our Condensed Consolidated Balance Sheets, then the additional income tax expense would be accrued as an Other current liabilities.

We cannot predict the ultimate outcome of the above-mentioned actions that are pending, and we are unable to estimate any potential liability we may incur. Please also refer to our disclosures in Note 5. Contingencies of the Note to the Condensed Consolidated Financial Statements.



Item 1A.   Risk Factors

There have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023, except as set forth below. The risk factor set forth below supplements, and should be read together with, that section for disclosures regarding what we believe are the more significant risks and uncertainties related to our businesses

Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s profitability.

Our business strategy includes, among other things, strategic acquisitions, as well as potential opportunistic acquisitions and strategic actions with respect to our existing investments, such as restructurings, strategic partnerships and collaborations and activist activity. This overall acquisition and investment strategy entails several risks, including the diversion of management’s attention from other business concerns, the incurrence of substantial legal and other advisory fees (including, in the case of activist activity, proxy solicitation fees) and the potential need to finance such acquisitions with additional equity and/or debt. Additionally, to the extent that we are already invested in the entities that are the subject of our acquisitions and other activities, our actions may be temporarily disruptive to the value of the investments, which could adversely affect our financial condition.

In addition, once completed, acquisitions may entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; increased regulatory compliance relating to the acquired business; difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses. In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flows, or the issuance of additional equity, which could dilute our stockholder’s equity interests.

There can be no assurance that we will be able to negotiate any pending acquisition successfully, receive the required approvals for any acquisition or otherwise conclude any acquisition successfully, or that any acquisition will achieve the anticipated synergies or other positive results. Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business, and financial condition could be negatively affected.


Stock Repurchase Program

On December 29, 2022, the Board approved the December 2022 Stock Repurchase Program, which terminated and superseded the stock repurchase program that had been approved by our Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. 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 our common stock and general market and economic conditions. The stock repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time.

We did not repurchase shares during the three months ended March 31, 2023. As of March 31, 2023, we had $50.0 million available for repurchase under the December 2022 Stock Repurchase Program.

 

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-Q. 

 

Exhibit

Number

 

Exhibit Description

 

Incorporated by Reference

Form

 

File No.

 

Exhibit

 

Filing Date

3.1

 

Amended and Restated Bylaws of Immersion Corporation, effective as of August 12, 2022

 

8-K

 

000-38334

 

3.1

 

August 15, 2022

3.2

 

Amended and Restated Certificate of Incorporation of Immersion Corporation

 

8-K

 

000-27969

 

3.1

 

June 7, 2017

3.3

 

Certificate of Designation of the Powers, Preferences and Rights of Series A Redeemable Convertible Preferred Stock

 

8-K

 

000-27969

 

3.1

 

July 29, 2003

3.4

 

Amended and Restated Certificate of Designations of Series B Participating Preferred Stock of Immersion Corporation

 

8-K

 

000-27969

 

3.1

 

November 17, 2021

10.1

**

Amended and Restated Change of Control and Severance Agreement, dated January 3, 2023, between Immersion Corporation and Eric Singer

 

8-K

 

000-38334

 

10.2

 

January 3, 2023

10.2

*

**

Separation Agreement, dated March 30, 2023 by and between Francis Jose and Immersion Corporation Change of Control and Severance Agreement, dated May 26, 2022, by and between the Company and Francis Jose

 

8-K

 

000-38334

 

10.1

 

March 30, 2023

10.3

*

**

Amended and Restated Immersion Corporation 2021 Equity Incentive Plan

 

 

 

 

 

 

 

 

31.1

*

Certification of Eric Singer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

31.2

*

Certification of Aaron Akerman, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

32.1

+

Certification of Eric Singer, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

32.2

+

Certification of Aaron Akerman, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

101.INS

*

XBRL Report Instance Document

 

 

 

 

 

 

 

 

101.SCH

*

XBRL Taxonomy Extension Schema Document 

 

 

 

 

 

 

 

 

101.CAL

*

XBRL Taxonomy Calculation Linkbase Document

 

 

 

 

 

 

 

 

101.DEF

*

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

101.LAB

*

XBRL Taxonomy Label Linkbase Document

 

 

 

 

 

 

 

 

101.PRE

*

XBRL Presentation Linkbase Document 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

Filed herewith
+ This certification is deemed not filed for purposes of section 18 of the Exchange Act, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, as amended, or the Exchange Act, as amended.
**  Management Contract



Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. 

Date: May 11, 2023

 

 

 

 

 

IMMERSION CORPORATION

 

 

 

 

 

 

By

 

/S/ AARON AKERMAN

 

 

 

 

Aaron Akerman

 

 

 

 

Chief Financial Officer

 

 

 

34