UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
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(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:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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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
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
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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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
Number of shares of common stock outstanding at May 5, 2023 was
IMMERSION CORPORATION
TABLE OF CONTENTS
IMMERSION CORPORATION
(In thousands)
(Unaudited)
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March 31, 2023 |
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December 31, 2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Investments - current |
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Accounts and other receivables |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Investments - noncurrent |
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Long-term deposits |
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Deferred tax assets |
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Other assets |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Accrued compensation |
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Deferred revenue - current |
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Other current liabilities |
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Total current liabilities |
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Deferred revenue - noncurrent |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 5) |
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Stockholders’ equity: |
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Common stock and additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Treasury stock |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
IMMERSION CORPORATION
AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Revenues: |
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Royalty and license |
$ |
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$ |
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Development, services, and other |
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Total revenues |
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Operating expenses: |
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Sales and marketing |
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Research and development |
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General and administrative |
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Total operating expenses |
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Operating income |
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Interest and other income (loss), net |
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Income before provision for income taxes |
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Provision for income taxes |
( |
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Net income |
$ |
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$ |
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Basic net income per share |
$ |
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$ |
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Shares used in calculating basic net income per share |
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Diluted net income per share |
$ |
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$ |
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Shares used in calculating diluted net income per share |
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Other comprehensive income, net of tax |
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Deferred gains on available-for-sale marketable debt securities |
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Realized gains on available-for-sale marketable debt securities reclassified to net income |
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$ |
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Total comprehensive income |
$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
IMMERSION CORPORATION
(In thousands, except number of shares)
(Unaudited)
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||
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Common Stock and Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Treasury Stock |
Total Stockholders’ Equity |
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| Shares | Amount | Shares | Amount | ||||||||||||||||||||||
| Balances at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Net income |
— |
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— |
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— |
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— |
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— |
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| Unrealized gain on available-for-sale securities, net of taxes |
— |
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— |
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— |
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— |
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— |
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| Release of restricted stock units and awards, net of shares withheld |
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— |
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— |
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— |
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( |
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( |
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| Issuance of stock for ESPP purchase |
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— |
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— |
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— |
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— |
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| Shares issued to an employee in lieu of cash compensation |
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— |
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— |
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— |
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— |
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| Dividends declared | — |
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( |
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— |
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— |
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— |
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— |
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| Stock-based compensation |
— |
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— |
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— |
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— |
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— |
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| Balances at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||
| Common Stock and Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Treasury Stock |
Total Stockholders’ Equity |
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| Shares | Amount | Shares | Amount | ||||||||||||||||||||||
| Balances at December 31, 2021 | $ | |
$ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||
| Unrealized gain on available-for-sale securities, net of taxes | — | — | — | — | — | ||||||||||||||||||||
| Stock repurchases | |
( |
) | ( |
) | ||||||||||||||||||||
| Release of restricted stock units and awards | — | — | — | — | — | — | |||||||||||||||||||
| Issuance of stock for ESPP purchase | — | — | — | — | |||||||||||||||||||||
| Shares issued in connection with public offering, net of issuance costs | — | — | — | — | — | ||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||
| Balances at March 31, 2022 | $ | $ | |
$ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
IMMERSION CORPORATION
(In thousands)
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Cash flows provided by (used in) operating activities: |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: |
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Depreciation of property and equipment |
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Reduction in carrying value of right of use assets |
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Stock-based compensation |
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Net gains on investment in marketable securities |
( |
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Net (gain) loss on derivative instruments |
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Foreign currency remeasurement losses |
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Shares issued to an employee in lieu of cash compensation |
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Other |
( |
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( |
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Changes in operating assets and liabilities: |
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Accounts and other receivables |
( |
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( |
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Prepaid expenses and other current assets |
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Long-term deposits |
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Other assets |
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Accounts payable |
( |
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Accrued compensation |
( |
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Other current liabilities |
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( |
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Deferred revenue |
( |
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( |
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Other long-term liabilities |
( |
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( |
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Net cash and cash equivalents provided by operating activities |
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Cash flows provided by (used in) investing activities: |
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Purchases of marketable securities and other investments |
( |
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( |
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Proceeds from sale or maturities of marketable securities and other investments |
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Proceeds from sale of derivative instruments |
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Payments for settlement of derivative instruments |
( |
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( |
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Net cash and cash equivalents provided by (used in) investing activities |
( |
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Cash flows provided by (used in) financing activities: |
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Dividends payments to stockholders |
( |
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Payment for purchases of treasury stock |
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( |
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Shares withheld to cover payroll taxes |
( |
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Other financing activities |
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Net cash and cash equivalents used in financing activities |
( |
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( |
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Net increase (decrease) in cash and cash equivalents |
( |
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Cash and cash equivalents: |
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Beginning of period |
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End of period |
$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
IMMERSION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Supplemental disclosure of cash flow information: |
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Cash paid for income taxes |
$ |
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$ |
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Supplemental disclosure of non-cash investing, and financing activities: |
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Dividends declared but not yet paid |
$ |
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$ |
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Leased assets obtained in exchange for new operating lease liabilities |
$ |
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$ |
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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):
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Three Months Ended March 31, |
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2023 |
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2022 |
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Fixed fee license revenue |
$ |
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$ |
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Per-unit royalty revenue |
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Total royalty and license revenue |
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Development, services, and other revenue |
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Total revenues |
$ |
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$ |
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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 $
Contract Assets
As of March 31, 2023, we had contract assets of $
Contract assets decreased by $
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
• 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 $
As of December 31, 2022, total deferred revenue was $
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):
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March 31, 2023 |
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Cost or Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||
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Marketable equity securities |
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Mutual funds |
$ |
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$ |
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$ |
( |
) |
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$ |
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Equity securities |
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( |
) |
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Total marketable equity securities |
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( |
) |
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Marketable debt securities |
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U.S. treasury securities |
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( |
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Corporate bonds |
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( |
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Total marketable debt securities |
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( |
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| $ |
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$ |
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$ |
( |
) |
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$ |
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December 31, 2022 |
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Cost or Amortized Cost |
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Unrealized Gains |
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Unrealized Losses |
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Fair Value |
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Marketable equity securities |
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Mutual funds |
$ |
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$ |
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$ |
( |
) |
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$ |
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Equity securities |
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( |
) |
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Total marketable equity securities |
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( |
) |
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Marketable debt securities |
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U.S. treasury securities |
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( |
) |
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Corporate bonds |
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( |
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Total marketable debt securities |
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( |
) |
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$ |
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$ |
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$ |
( |
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$ |
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The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of March 31, 2023 (in thousands) are as follows:
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March 31, 2023 |
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Amortized Cost |
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Fair Value |
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Less than 1 year |
$ |
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$ |
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1 to 5 years |
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More than 5 years |
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Total |
$ |
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$ |
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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):
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March 31, 2023 |
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Cost |
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Unrealized Losses |
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Fair Value |
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Derivative instruments |
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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December 31, 2022 |
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Cost |
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Unrealized Losses |
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Fair Value |
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Derivative instruments |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
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 |
$ |
|
|
$ |
|
||
|
Net realized gains recognized on marketable equity securities |
|
|
|
||||
|
Net unrealized losses recognized on derivative instruments |
( |
) |
|
( |
) | ||
|
Net realized gains (losses) recognized on derivative instruments |
|
|
( |
) | |||
|
Net realized gains recognized on marketable debt securities |
|
|
|
||||
|
Total net gains recognized in interest and other income (loss), net |
$ |
|
|
$ |
|
||
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 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
Mutual funds |
|
|
|
|
|
|
|
||||||||
|
Equity securities |
|
|
|
|
|
|
|
||||||||
|
Corporate bonds |
|
|
|
|
|
|
|
||||||||
|
Total assets at fair value |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities |
|
|
|
|
|
|
|
||||||||
|
Derivative instruments |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
Total liabilities at fair value |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
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 | $ | $ | $ | $ | |||||||||||
|
U.S.treasury securities |
|
|
|
|
|
|
|
||||||||
|
Mutual funds |
|
|
|
|
|
|
|
||||||||
|
Equity securities |
|
|
|
|
|
|
|
||||||||
|
Corporate bonds |
|
|
|
|
|
|
|
||||||||
|
Total assets at fair value |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities |
|
|
|
|
|
|
|
||||||||
|
Derivative instruments |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
Total liabilities at fair value |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
4. BALANCE SHEETS DETAILS
Cash and Cash Equivalents
Cash and cash equivalents were as follows (in thousands):
|
|
March 31, 2023 |
|
December 31, 2022 |
||||
|
Cash |
$ |
|
|
$ |
|
||
|
Money market funds |
|
|
|
||||
|
Certificates of deposit (1) |
|
|
|
||||
|
Cash and cash equivalents |
$ |
|
|
$ |
|
Investments - Current
Investments - current were as follows (in thousands):
|
|
March 31, 2023 |
|
December 31, 2022 |
||||
|
Certificates of deposit (2) |
$ |
|
|
$ |
|
||
|
Marketable securities |
|
|
|
||||
|
U.S. treasury securities |
|
|
|
||||
|
Short-term investments |
$ |
|
|
$ |
|
(2)
Accounts and Other Receivables
Accounts and other receivables were as follows (in thousands):
|
|
March 31, 2023 |
|
December 31, 2022 |
||||
|
Trade accounts receivables |
$ |
|
|
$ |
|
||
|
Other receivables |
|
|
|
||||
|
Accounts and other receivables |
$ |
|
|
$ |
|
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 |
|