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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueIMMRNASDAQ Global Market
Series B Junior Participating Preferred Stock Purchase Rights
IMMRNASDAQ 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 [x]        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 [x] 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
[X ]
Smaller reporting company
[X ]
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 [X]

Number of shares of common stock outstanding at May 6, 2022 was 33,614,053.


IMMERSION CORPORATION
TABLE OF CONTENTS
Page

Table of Contents


PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IMMERSION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and per share amounts)
(Unaudited)
 March 31,
2022		December 31, 2021
ASSETS
Current assets:
Cash $62,958 $51,490 
Marketable equity securities83,532 86,431 
Accounts and other receivables 2,079 1,970 
Prepaid expenses and other current assets11,788 13,432 
Total current assets160,357 153,323 
Property and equipment, net405 444 
Long-term deposits4,917 9,658 
Marketable debt securities11,181 7,286 
Other assets, net4,001 4,809 
Total assets$180,861 $175,520 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$53 $2 
Accrued compensation567 555 
Deferred revenue4,736 4,826 
Other current liabilities15,955 11,247 
Total current liabilities21,311 16,630 
Long-term deferred revenue15,494 16,699 
Other long-term liabilities706 896 
Total liabilities37,511 34,225 
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock and additional paid-in capital324,476 323,296 
Accumulated other comprehensive income653 412 
Accumulated deficit(95,604)(100,680)
Treasury stock(86,175)(81,733)
Total stockholders’ equity143,350 141,295 
Total liabilities and stockholders’ equity$180,861 $175,520 

See accompanying Notes to Condensed Consolidated Financial Statements.
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IMMERSION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(In thousands, except share and per share amounts)
(Unaudited)
 
 Three Months Ended March 31,
 20222021
Revenues:
Royalty and license$7,230 $7,068 
Development, services, and other78 91 
Total revenues7,308 7,159 
Costs and expenses:
Cost of revenues4 29 
Sales and marketing486 1,106 
Research and development509 1,307 
General and administrative2,706 2,224 
Total costs and expenses3,705 4,666 
Operating income 3,603 2,493 
Interest and other income (loss), net2,034 (316)
Income before provision for income taxes5,637 2,177 
Provision for income taxes(561)(141)
Net income $5,076 $2,036 
Basic net income per share$0.15 $0.07 
Shares used in calculating basic net income per share33,996 28,579 
Diluted net income per share$0.15 $0.07 
Shares used in calculating diluted net income per share34,268 29,180 
Other comprehensive income, net of tax
Change in unrealized gains on available-for-sale securities$241 $— 
Total other comprehensive income241 — 
Total comprehensive income $5,317 $2,036 

See accompanying Notes to Condensed Consolidated Financial Statements.
3
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IMMERSION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except number of shares)
(Unaudited)
Common Stock and
Additional Paid-In Capital		Accumulated
Other
Comprehensive
Income		Accumulated
Deficit		Treasury StockTotal
Stockholders’
Equity
SharesAmountSharesAmount
Balances at December 31, 202146,534,198 323,296 412 (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 awards116,811 — — — — — — 
Issuance of stock for ESPP purchase7,725 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, 202246,658,734 $324,476 $653 $(95,604)13,082,214 $(86,175)$143,350 
Common Stock and
Additional Paid-In Capital		Accumulated
Other
Comprehensive
Income		Accumulated
Deficit		Treasury StockTotal
Stockholders’
Equity
SharesAmountSharesAmount
Balances at December 31, 202039,161,214 $258,756 $122 $(113,164)12,143,433 $(81,733)$63,981 
Net income— — — 2,036 — — 2,036 
Exercise of stock options, net of shares withheld for employee taxes306,987 2,724 — — — — 2,724 
Release of restricted stock units and awards227,055 — — — — — — 
Issuance of stock for ESPP purchase15,543 89 — — — — 89 
Shares issued in connection with public offering, net of issuance costs3,309,811 35,937 — — — — 35,937 
Stock-based compensation531 — — — — 531 
Balances at March 31, 202143,020,610 $298,037 $122 $(111,128)12,143,433 $(81,733)$105,298 

See accompanying Notes to Condensed Consolidated Financial Statements.
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IMMERSION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  
Three Months Ended
 March 31,
 20222021
Cash flows provided by (used in) operating activities:
Net income $5,076 $2,036 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization206 192 
Stock-based compensation1,141 531 
Net gains on investment in marketable equity securities(3,166)— 
Net losses on derivative instruments2,795 — 
Realized gains on investment in marketable debt securities(368)— 
Foreign currency remeasurement gains131 280 
Other(17)24 
Changes in operating assets and liabilities:
Accounts and other receivables(109)184 
Prepaid expenses and other current assets1,644 1,396 
Long-term deposits4,611 — 
Other assets757 843 
Accounts payable52 305 
Accrued compensation12 (68)
Other current liabilities(77)280 
Deferred revenue(1,295)(1,226)
Other long-term liabilities(355)(367)
Net cash provided by operating activities11,038 4,410 
Cash flows provided by (used in) investing activities:
Purchases of marketable securities(36,778)— 
Proceeds from sale or maturities of marketable securities and other investments39,899 — 
Proceeds from sale of derivative instruments6,817 — 
Payments for settlement of derivative instruments(5,105)— 
Purchases of property and equipment— (57)
Net cash provided by (used in) investing activities4,833 (57)
Cash flows provided by (used in) financing activities:
Proceed from issuance of common stock, net of issuance costs5 35,937 
Proceeds from issuance of common stock under employee stock purchase plan34 89 
Proceeds from stock options exercises— 2,723 
Cash paid for purchases of treasury stock(4,442)— 
Net cash provided by (used in) financing activities(4,403)38,749 
Net increase in cash and cash equivalents11,468 43,102 
Cash and cash equivalents:
Beginning of year51,490 59,522 
End of year$62,958 $102,624 
See accompanying Notes to Condensed Consolidated Financial Statements.



5
Table of Contents
IMMERSION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Supplemental disclosure of cash flow information:
Cash paid for income taxes$17 $13 
Supplemental disclosure of non-cash operating, investing, and financing activities:
Release of restricted stock units and awards under company stock plan$612 $2,367 
Leased assets obtained in exchange for new operating lease liabilities$120 $— 
6
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES
Description of Business

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

Impact of COVID-19

The outbreak of a novel strain of coronavirus ("COVID-19") caused governments and public health officials around the world to implementing 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, which remained in place during the first quarter of 2022.

In April 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. We applied for the CEWS to the extent we met the requirements to receive the subsidy. During the three months ended March 31, 2021, we recognized $0.1 million in government subsidies as a reduction to operating expenses in the Condensed Consolidated Statements of Income and Comprehensive Income. We did not recognize government subsidy during the three months ended March 31, 2022.

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, 2021. 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.

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, 2022 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 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.

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

Recently Adopted Accounting Pronouncements

In November 2021, Financial Accounting Standard Board ("FASB") issued ASU 2021-10, Government Assistance (Topic 832), which requires annual disclosures that increase the transparency of transactions involving government grants, including the types of transactions, the accounting for those transactions, and the effect of those transactions on an entity’s financial statements. This new standard became effective for annual periods beginning after December 15, 2021. We adopted this new guidance in the first quarter of 2022. This adoption did not have material impact on our condensed consolidated financial statements.

2. REVENUE RECOGNITION
Disaggregated Revenue
The following table presents the disaggregation of our revenue for the three months ended March 31, 2022 and 2021 (in thousands):
For the Three Months Ended
March 31,
20222021
Fixed fee license revenue$1,745 $1,275 
Per-unit royalty revenue5,485 5,793 
Total royalty and license revenue7,230 7,068 
Development, services, and other revenue78 91 
Total revenues$7,308 $7,159 

Per-unit Royalty Revenue

We record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. As we generally do not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in our quarterly results for such quarter, we accrue the related revenue based on estimates of our licensees’ underlying sales, subject to certain constraints on our ability to estimate such amounts. We develop such estimates based on a combination of available data including, but not limited to, approved customer forecasts, a 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, 2022, we recorded adjustments of $0.3 million to increase royalty revenue. We recorded adjustments of $0.5 million to decrease royalty revenue during the three months ended March 31, 2021.

Contract Assets
As of March 31, 2022, we had contract assets of $10.9 million included within Prepaid expenses and other current assets, and $1.0 million included within Other assets, net on the Condensed Consolidated Balance Sheets. As of December 31, 2021, we had contract assets of $12.4 million included within Prepaid expenses and other current assets, and $1.7 million included within Other assets, net on the Condensed Consolidated Balance Sheets.
Contract assets decreased by $2.3 million from January 1, 2022 to March 31, 2022, primarily due to actual royalties billed during the period.
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Contracted Revenue
We recognize revenue from a fixed fee license agreement when we have satisfied our performance obligations, which typically occurs upon the transfer of rights to our technology upon the execution of the license agreement. However, in certain contracts, we grant a license to our existing patent portfolio at the inception of the license agreement as well as rights to the portfolio as it evolves throughout the contract term. For such arrangements, we have concluded that there are two separate performance obligations:

• Performance Obligation A: to transfer rights to our patent portfolio as it exists when the contract is executed.

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

If a fixed fee license agreement contains only Performance Obligation A, we recognize most or all of the revenue from the agreement at the inception of the contract. For fixed fee license agreements that contain both Performance Obligation A and B, we allocate the transaction price based on the standalone price for each of the two performance obligations. We use a number of factors primarily related to the attributes of our patent portfolio to estimate standalone prices related to Performance Obligation A and B. Once the transaction price is allocated, the portion of the transaction price allocable to Performance Obligation A is recognized in the period the license agreement is signed and the customer can benefit from rights provided in the contract. The portion allocable to Performance Obligation B is recognized on a straight-line basis over the contract term. For such contracts, a contract liability account is established and included within Deferred revenue on the Condensed Consolidated Balance Sheets. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract are presented on a net basis.
Based on contracts signed and payments received as of March 31, 2022, we expect to recognize $20.2 million revenue related to Performance Obligation B under our fixed fee license agreements, which are satisfied over time, including $13.0 million over one to three years and $7.2 million over more than three years.

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.
Our investments in marketable debt securities are classified and accounted for as available-for-sale. The marketable debt securities are classified either short-term or long-term based on each instrument’s underlying contractual maturity date. As of March 31, 2022 and December 31, 2021, we reported $11.2 million and $7.3 million of investments in debt securities as Marketable debt securities on our Condensed Consolidated Balance Sheets, respectively, as management intends to hold these investment for more than 12 months from the reporting date. We may sell certain marketable debt securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation.
Our investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations. The marketable equity securities are measured at fair value with gains and losses recognized in Interest and other income (loss), net on our Condensed Consolidated Statements of Income and Comprehensive Income.
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 in the investment.
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Marketable securities as of March 31, 2022 and December 31, 2021 consisted of following (in thousands):
March 31, 2022

Cost or Amortized Cost		Unrealized GainsUnrealized LossesFair Value
Mutual funds$40,023 $— $(1,601)$38,422 
Corporate bonds10,651 530 — 11,181 
Equity securities43,039 3,038 (967)45,110 
$93,713 $3,568 $(2,568)$94,713 
December 31, 2021
Cost or Amortized CostUnrealized GainsUnrealized LossesFair Value
Mutual funds$50,000 $— $(338)$49,662 
Corporate bonds6,996 290 — 7,286 
Equity securities38,100 — (1,331)36,769 
$95,096 $290 $(1,669)$93,717 

As of March 31, 2022 and December 31, 2021, marketable securities are classified and reported on our Condensed Consolidated Balance Sheets as follows:

March 31, 2022
Marketable Equity Securities Marketable Debt SecuritiesTotal
Mutual funds$38,422 $— $38,422 
Equity securities45,110 — 45,110 
Corporate bonds— 11,181 11,181 
$83,532 $11,181 $94,713 
December 31, 2021
Marketable Equity SecuritiesMarketable Debt SecuritiesTotal
Mutual funds$49,662 $— $49,662 
Equity securities36,769 — 36,769 
Corporate bonds— 7,286 7,286 
$86,431 $7,286 $93,717 

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The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of March 31, 2022 (in thousands) are as follows:
March 31, 2022
Amortized
Cost		Fair
Value
Less than 1 year$— $— 
1 to 5 years10,651 11,181 
Total$10,651 $11,181 
Derivative Financial Instruments
We invest in derivatives that are not designated as hedging instruments and which consist of call and put options. When we sell call and put options, the premium received is reported as Other current liabilities on our Condensed Consolidated Balance Sheets. When we purchase put or call options, the premium paid is reported as Marketable securities on our Condensed Consolidated Balance Sheets. The carrying value of these options are adjusted to the fair value at the end of each reporting period until the options expire. Gains and losses recognized from the periodic adjustments to fair value are recognized as Interest and other income, on our Condensed Consolidated Statements of Income and Comprehensive Income.
Our derivative instruments which 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, 2022 and December 31, 2021 (in thousands).
March 31, 2022
CostUnrealized LossesFair Value
Derivative instruments$8,392 $2,558 $10,950 
$8,392 $2,558 $10,950 
December 31, 2021
CostUnrealized GainsFair Value
Derivative instruments$6,370 $(103)$6,267 
$6,370 $(103)$6,267 

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,
20222021
Net unrealized gains recognized on marketable equity securities $2,140 $— 
Net realized gains recognized on marketable equity securities1,026 — 
Net unrealized losses recognized on derivative instruments(2,661)— 
Net realized loss recognized on derivative instruments(134)— 
Net realized gains recognized on marketable debt securities368 — 
Total net gains recognized in interest and other income (loss), net$739 $— 

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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, 2022 and December 31, 2021.
Financial instruments measured at fair value on a recurring basis as of March 31, 2022 and December 2021 are classified based on the valuation technique in the table below (in thousands):
March 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:
Mutual funds$38,422 $— $— $38,422 
Equity securities45,110 — — 45,110 
Corporate bonds— 11,181 — 11,181 
Total assets at fair value$83,532 $11,181 $— $94,713 
Liabilities
Derivative instruments$— $10,950 $— $10,950 
Total liabilities at fair value$— $10,950 $— $10,950 

December 31, 2021
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:
Mutual funds$49,662 $— $— 49,662 
Equity securities36,769 — — 36,769 
Corporate bonds— 7,286 — 7,286 
Total assets at fair value$86,431 $7,286 $— $93,717 
Liabilities
Derivative instruments$— $6,267 $— $6,267 
Total liabilities at fair value$— $6,267 $— $6,267 

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4.   BALANCE SHEETS DETAILS
Accounts and Other Receivables
Accounts and other receivables were as follows (in thousands):
 March 31
2022		December 31
2021
Trade accounts receivables$1,118 $1,235 
Other receivables961 735 
Accounts and other receivables$2,079 $1,970 
Allowance for credit losses as of March 31, 2022 and December 31, 2021 were not material.

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets were as follows (in thousands):
March 31
2022		December 31
2021
Prepaid expenses$701 $798 
Contract assets - current10,906 12,448 
Other current assets181 186 
Prepaid expenses and other current assets$11,788 $13,432 
Other Assets, Net
Other assets, net are as follows (in thousands):
 March 31
2022		December 31
2021
Contract assets - long-term$1,014 $1,746 
Lease right-of-use assets861 912 
Deferred tax assets2,116 2,115 
Other assets 10 36 
Total other assets, net$4,001 $4,809 
Other Current Liabilities
Other current liabilities are as follows (in thousands):
 March 31
2022		December 31
2021
Derivative instruments$10,950 $6,267 
Lease liabilities - current1,065 1,098 
Other current liabilities3,940 3,882 
Total other current liabilities$15,955 $11,247 

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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 its future results of operations.
Samsung Electronics Co. v. Immersion Corporation and Immersion Software Ireland Limited
On April 28, 2017, Immersion and Immersion Software Ireland Limited (collectively referred to as “Immersion” in this section) received a letter from Samsung Electronics Co. (“Samsung”) requesting that we reimburse Samsung with respect to withholding tax and penalties imposed on Samsung by the Korean tax authorities following an investigation where the tax authority determined that Samsung failed to withhold taxes on Samsung’s royalty payments to Immersion Software Ireland from 2012 to 2016. On July 12, 2017, on behalf of Samsung, Immersion filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes and penalties. On October 18, 2018, the Korea Tax Tribunal held a hearing and on November 19, 2018, the Korea Tax Tribunal issued its ruling in which it decided not to accept our arguments with respect to the Korean tax authorities’ assessment of withholding tax and penalties imposed on Samsung. On behalf of Samsung, we filed an appeal with the Korea Administrative Court on February 15, 2019. On July 16, 2020, the Korea Administrative Court issued its ruling in which it ruled that the withholding taxes and penalties which were imposed by the Korean tax authorities on Samsung should be cancelled with some litigation costs to be borne by the Korean tax authorities.
On August 1, 2020, the Korean tax authorities filed an appeal with the Korea High Court. The first hearing in the Korea High Court occurred on November 11, 2020. A second hearing occurred on January 13, 2021. A third hearing occurred on March 21, 2021. The Korea High Court had indicated that a final decision was originally expected on May 28, 2021, but instead, decided to hold a fourth hearing on July 9, 2021. On October 1, 2021, the Korea High Court issued its ruling in which it ruled that withholding taxes and penalties totaling approximately KRW 6,186,218,586 (approximately $5.2 million) in national-level withholding tax and local withholding taxes imposed by the Korean tax authorities on Samsung for royalties paid to Immersion during the period of 2012 – 2014 be cancelled on the basis that the Korea tax authorities wrongfully engaged in a duplicative audit with respect to such time period. The Korea High Court also ruled that approximately KRW1,655,105,584 (approximately $1.4 million) of national-level withholding tax and local withholding taxes imposed by the Korean tax authorities on Samsung for royalties paid to Immersion during 2015 and 2016 be upheld in part on the basis that Immersion Software Ireland Limited did not have sufficient economic substance to be considered the beneficial owner of the royalties paid by Samsung to Immersion Software Ireland Limited. On or about October 22, 2021, the Korean tax authorities filed an appeal with the Korea Supreme Court with respect to certain portions of the Korea High Court decision and we filed an appeal with the Korea Supreme Court with respect to certain portions of the Korea High Court decision.

On December 1, 2021, the Korean tax authorities submitted its brief to the Korea Supreme Court challenging the cancellation by the Korea High Court of a portion of the withholding tax imposed by the Korean tax authorities. On December 3, 2021, we submitted our own brief to the Korea Supreme Court providing arguments in support of our position that Immersion Software Ireland Limited has sufficient economic substance to be considered the beneficial owner of the royalties paid by Samsung to Immersion Software Ireland Limited. Such brief also provided arguments challenging the calculation of the imposed withholding tax upheld by the Korea High Court. On December 2021, the Korean tax authorities filed a rebuttal brief relating to our brief filed on December 3, 2021. On December 29, 2021, we filed our rebuttal brief relating to the Korean tax authorities’ brief filed on December 1, 2021. On February 24, 2022, the Korea Supreme Court issued a decision affirming the rulings of the Korea High Court. We believe that any impairment in the Long-term deposits associated with the rulings of the Korea High Court is appropriately reflected in the Condensed Consolidated Balance Sheets.
On September 29, 2017, Samsung filed an arbitration demand with the International Chamber of Commerce against us demanding that we reimburse Samsung for the imposed tax and penalties that Samsung paid to the Korean tax authorities. Samsung is requesting that we pay Samsung the amount of KRW 7,841,324,165 (approximately $6.9 million) plus interest from and after May 2, 2017, plus the cost of the arbitration including legal fees. On March 27, 2019, we received the final award. The award ordered Immersion to pay Samsung KRW 7,841,324,165 (approximately $6.9 million as of March 31, 2019) which
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we paid on April 22, 2019 and recorded in Long-term deposits on our Condensed Consolidated Balance Sheets. The award also denied Samsung’s claim for interest from and after May 2, 2017 and ordered Immersion to pay Samsung’s cost of the arbitration in the amount of approximately $871,454, which was paid in 2019.

In the fourth quarter of 2021, we recorded an impairment charge of $1.4 million related to long-term deposits paid to Samsung. In March 2022, as a result of the Korea Supreme Court decision described above, we were reimbursed by Samsung in an amount equal to KRW6,088,855,388 (approximately $5 million) representing Korea national-level taxes, penalties and interest that were canceled by the Korea Supreme Court, which amount is net of $1.3 million of the impairment charge previously recorded in the fourth quarter of 2021. We expect to be reimbursed an additional KRW608,885,000 (approximately $0.5 million) representing local-level taxes, penalties and interest that were canceled by the Korea Supreme Court, which amount is net of $0.1 million of the impairment charge previously recorded in the fourth quarter of 2021.
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 from 2012 to 2014.  Pursuant to an agreement reached with LGE, on April 8, 2020, we provided a provisional deposit to LGE in the amount of KRW 5,916,845,454 (approximately $5.0 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korea courts. In the second quarter of 2020, we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets. In the event that we do not ultimately prevail in our appeal in the Korean courts, the deposit included in Long-term deposits would be recorded as additional income tax expense on our Condensed Consolidated Statements of Income and Comprehensive Loss, in the period in which we do not ultimately prevail.
On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes. The Korea Tax Tribunal hearing took place on March 5, 2019. On March 19, 2019, the Korea Tax Tribunal issued its ruling in which it decided not to accept 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 first hearing occurred on October 15, 2019. A second hearing occurred on December 19, 2019. A third hearing occurred on February 13, 2020. A fourth hearing occurred on June 9, 2020. A fifth hearing occurred on July 16, 2020. We anticipated a decision to be rendered on or about October 8, 2020, but the Korea Administrative Court scheduled and held a sixth hearing for November 12, 2020. A seventh hearing occurred on January 14, 2021. An eighth hearing occurred on April 8, 2021. A ninth hearing occurred on June 24, 2021. A tenth hearing occurred on September 13, 2021. An eleventh hearing occurred on November 15, 2021. A twelfth hearing occurred on December 23, 2021. The Court had indicated that it expected to render a decision on this matter by the end of February 2022. However, due to a reshuffling of judges, another hearing, which was originally scheduled for April 14, 2022 is currently scheduled for July 7, 2022, at which time we believe we will have a better indication as to when the Court will render a decision on this matter.

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 a 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.
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Immersion Software Ireland Limited v. Marquardt GMBH
On August 3, 2021, we filed an arbitration demand with the American Arbitration Association (the “AAA”) against Marquardt GmbH (“Marquardt”), one of our licensees in the automotive market. The arbitration demand arises out of that certain Amended and Restated Patent License Agreement (the “Marquardt License”), effective as of January 1, 2018, between us as licensor and Marquardt, as licensee. Pursuant to the arbitration demand, we are demanding that Marquardt cure its breach of the Marquardt License and pay all royalties currently owed under the Marquardt License. The last royalty report we have received from Marquardt was for the third quarter of calendar year 2020 in which Marquardt reported approximately $0.5 million in royalties but did not pay such royalties. Further, since that date, we have not received any other royalty reports or royalty payments from Marquardt. The term of the Marquardt License expires by its terms on December 31, 2023. As a result of Marquardt’s breach of the Marquardt License, per unit royalties relating to past royalty periods, and applicable interest fees, are currently past due.

Pursuant to the terms of the Marquardt License, we requested arbitration by a single arbitrator in Madison County, New York. On August 9, 2021, the AAA confirmed receipt of our arbitration demand dated August 3, 2021. On August 13, 2021, the AAA conducted an administrative conference call to discuss communications, mediation, tribunal appointment, place of arbitration, and other administrative topics. On September 15, 2021, Marquardt filed an answer to our arbitration demand with the AAA, in which Marquardt provided general denials of our claims and asserted a counterclaim for approximately $138,000 in royalties previously paid to us under the Marquardt License. On September 30, 2021, we filed an answer to Marquardt’s counterclaim in which we denied the allegations set forth in Marquardt’s counterclaim. A preliminary hearing occurred on December 6, 2021, during which the parties agreed to explore mediation and the arbitrator set forth a schedule relating to the arbitration. A mediation session occurred during the period of March 14-16, 2022. At the mediation, we entered into a binding settlement term sheet with Marquardt pursuant to which we agreed to cause our arbitration demand to be dismissed. In exchange, Marquardt agreed to the prepayment of certain royalties otherwise payable under the Marquardt License. Additionally on April 4, 2022, we entered into an amendment to the Marquardt License to reflect such payment and other related terms.

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.
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 stock options. Stock options generally vest over four years and expire seven years from the 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.
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A summary of our equity incentive program as of March 31, 2022 is as follows (in thousands):
Common stock shares available for grant2,080 
Stock options outstanding 212 
RSAs outstanding114 
RSUs outstanding665 
PSUs outstanding641 

Time-Based Stock Options
The following summarizes activities for the time-based stock options for the three months ended March 31, 2022:
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, 2021242 $8.04 4.44$— 
Granted— — 
Exercised— — 
Canceled or expired(30)7.27 
Outstanding as of March 31, 2022212 $8.14 3.25$— 
Vested and expected to vest at March 31, 2022212 $8.14 3.25$— 
Exercisable at March 31, 2022148 $8.35 2.58$— 

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 during the first quarter of 2022.

Restricted Stock Units
The following summarizes RSU activities for the three months ended March 31, 2022:
Number of Restricted Stock Units
 (in thousands)		Weighted Average Grant Date Fair Value Per Share
Weighted Average
Remaining Contractual Life
(Years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at December 31, 2021224 $6.66 0.56$1,280 
Granted600 4.78 
Released(111)6.80 
Forfeited(48)6.04 
Outstanding at March 31, 2022665 $4.97 1.32$3,700 
The aggregate intrinsic value is calculated as the market value as of the end of the reporting period.

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Restricted Stock Awards
The following summarizes RSA activities for the three months ended March 31, 2022:
Number of Restricted Stock Awards
(in thousands)
Weighted Average Grant Date Fair Value Per ShareWeighted Average Remaining Recognition Period
(Years)
Outstanding at December 31, 2021— $— 0.00
Granted114 4.78 
Released— — 
Forfeited— — 
Outstanding at March 31, 2022114 $4.78 0.12

Market Condition-Based Restricted Stock Units
In the first quarter of 2022, we granted 600,000 shares of PSUs to members of our management team. Each PSU represents the right to one share of our common stock with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of our common stock during any one hundred (100) day-period between January 1, 2022 and January 1, 2027, subject to certification by the Compensation Committee (“Performance Milestones”); and (b) continued employment with us through the later of each achievement date or service vesting date, which occurs over a three (3) year period commencing on January 1, 2022.
The following summarizes PSU activities for the three months ended March 31, 2022:

Number of Market Condition-Based Restricted Stock Units
(in thousands)		Weighted Average Grant Date Fair Value Per ShareWeighted Average Remaining Recognition Period
(Years)
Outstanding at December 31, 202167 $6.20 1.49
Granted600 3.63 
Released(6)$6.20 
Forfeited(20)$6.20 
Outstanding at March 31, 2022641 $3.80 1.49

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The assumptions used to value market condition based restricted stock units granted during the first quarter of 2022 under our equity incentive program are as follows:
Market condition based restricted stock units:
Three Months Ended
March 31, 2022
Expected life (in years)1.2
Volatility52%
Interest rate1.0%
Dividend yield—
Employee Stock Purchase Plan

Under the 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 $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock has been reserved for issuance under the ESPP. During the three months ended March 31, 2022, 7,725 shares were purchased under the ESPP. As of March 31, 2022, 198,123 shares were available for future purchase under the ESPP.
Stock-based Compensation Expense
Valuation and amortization methods
Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards and ESPP for the years ended March 31, 2022 and 2021 is as follows (in thousands):
 Three Months Ended
 March 31,
 20222021
Stock options$(43)$15 
RSUs, RSAs and PSUs1,187 497 
ESPP(3)19 
Total$1,141 $531 
Sales and marketing$90 $224 
Research and development107 318 
General and administrative944 (11)
Total$1,141 $531 

As of March 31, 2022, there was $5.2 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 1.7 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

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7. STOCKHOLDERS’ EQUITY
Stock Repurchase Agreement
On February 14, 2022, we entered into a Common Stock Repurchase Agreement (the “Agreement”) with Invenomic Capital Management LP. (“Invenomic”). Pursuant to the Agreement, we purchased 904,499 shares of our common stock from Invenomic at $4.725 per share, or an aggregate purchase price of $4.3 million. The closing price of our common stock on February 14, 2022 was $4.80 per share.

We adopted a Section 382 Tax Benefits Preservation Plan on November 17, 2021 to diminish the risk we could experience an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended, which could substantially limit or permanently eliminate our ability to utilize its net operating loss carryovers to reduce potential future income tax obligations. Under this plan, a person who acquires, without the approval of our Board of Directors, beneficial ownership of 4.99% or more of the outstanding common stock could be subject to significant dilution. Following the repurchase, Invenomic’s holdings dropped to below 4.99% of the outstanding common stock.
Stock Repurchase Program

On February 23, 2022, our Board of Directors approved a stock repurchase program of up to $30 million of our common stock for a period of up to twelve months. 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. 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.
In the first quarter of 2022, we repurchased 34,282 shares of our common stock for $0.2 million at an average cost of $4.89 per share. As of March 31, 2022, we have $29.8 million available for repurchase under the stock repurchase program.

8. INCOME TAXES
Provision for income taxes the years ended March 31, 2022 and 2021 consisted of the following (in thousands):
 Three Months Ended
 March 31,
20222021
Income before provision for income taxes$5,637 $2,177 
Provision for income taxes561 141 
Effective tax rate10.0 %6.5 %

Provision for income taxes for the three months ended March 31, 2022 and 2021 resulted primarily from estimated foreign taxes included in the calculation of the effective tax rate. We continue to maintain a full valuation allowance against all of our federal and state deferred tax assets in the United States as well as federal tax assets in Canada.

As of March 31, 2022, we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $6.3 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 $1.3 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.

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As of March 31, 2022, we had net deferred income tax assets of $2.1 million and deferred income tax liabilities of $0.3 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 2002 through the current period. Currently we are under examination by the Internal Revenue Services for tax year 2018.

We maintain a valuation allowance of $27.3 million against certain of our deferred tax assets, including all federal, 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 PER SHARE
Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income 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 per share (in thousands, except per share amounts):
 Three Months Ended
March 31,
20222021
Denominator:
Weighted-average shares outstanding, basic33,996 28,579 
Shares related to outstanding options, unvested RSUs, RSAs, PSUs and ESPP272 601 
Weighted average shares outstanding, diluted34,268 29,180 
We include market condition-based performance restricted stock units in the calculation of diluted earnings per share if the 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, 2022 and 2021, 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,
20222021
Stock options239 14 
Restricted stock units, restricted stock awards and market condition-based restricted stock units55 — 
Total294 14 

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.
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Below is a summary of our ROU assets and lease liabilities (in thousands):
Balance Sheets ClassificationMarch 31,
2022		December 31,
2021
Assets
Right-of-use assetsOther assets$861 $912 
Liabilities
  Operating lease liabilities - currentOther current liabilities1,065 1,098 
  Operating lease liabilities - long-termOther long-term liabilities360 550 
Total lease liabilities$1,425 $1,648 

The table below provides supplemental information related to operating leases during the three months ended March 31, 2022 and 2021 (in thousands except for lease term):
Three Months Ended
March 31,
20222021
Cash paid within operating cash flow$355 $