IMMERSION CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[x]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2015
or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number 000-27969
Immersion Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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94-3180138
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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50 Rio Robles
San Jose, California 95134
(Address of principal executive offices, zip code)
(408) 467-1900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, $0.001 par value
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The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [x]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30,
2015
, the last business day of the registrant’s most recently completed second fiscal quarter, was
$229,858,038
(based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person whom owns 5% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Number of shares of common stock outstanding at
February 18, 2016
:
28,359,860
.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the
2016
Annual Meeting are incorporated by reference into Part III hereof.
IMMERSION CORPORATION
2015
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Forward-looking Statements
In addition to historical information this Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“the Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). The forward-looking statements involve risks and uncertainties. Forward-looking statements are frequently identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “will,” and other similar expressions. However, these words are not the only way we identify forward-looking statements. In addition, any statements which refer to expectations, projections, or other characterizations of future events, or circumstances, are forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those set forth below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and those described elsewhere in this report, and those described in our other reports filed with the Securities and Exchange Commission (“SEC”). We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update these forward-looking statements after the filing of this report. You are urged to review carefully and consider our various disclosures in this report and in our other reports publicly disclosed or filed with the SEC that attempt to advise you of the risks and factors that may affect our business.
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Item 1.
Business
Overview
Immersion Corporation (“Immersion”) is a premier licensing company focused 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 cutting-edge products and experience the digital world around them. Our mission is to innovate touch technology that informs, humanizes, and excites while working with customers and partners to bring these tactile experiences to consumers. Our technologies are designed to facilitate the creation of high-quality haptic experiences, enable their widespread distribution, and ensure that their playback is optimized for end users. Our primary business is currently in the mobility, gaming, automotive and medical markets, but we believe our technology is broadly applicable and see opportunities in evolving new markets, including entertainment, social and advertising content, virtual and augmented reality, and wearables.
We have adopted a “hybrid” business model, under which we provide advanced tactile software, related tools and technical assistance to certain customers, and offer licenses to our patented intellectual property (“IP”) to other customers. Our licenses enable our customers to deploy haptically-enabled devices, content and other offerings, which they typically sell under their own brand names. We and our wholly-owned subsidiaries hold more than 2,100 issued or pending patents worldwide, covering a wide range of digital technologies and including many of the ways in which touch-related technology can be incorporated into and between hardware products and components, systems software, application software, and digital content.
We were incorporated in 1993 in California and reincorporated in Delaware in 1999. We consummated our initial public offering on November 12, 1999.
Our Business Strategy
Our goal is to continue to be the technology and market leader in haptic technologies and drive the adoption of our touch technology across markets and applications to improve user experiences in the digital realm. Key aspects of our strategy include:
Innovate:
Develop and patent our innovative technology to provide haptics in mobile, gaming, automotive, medical, wearable, content and other products and services to transform user experiences with unique and customizable tactile effects.
Drive Adoption:
Communicate the advantages of our patented innovations and technologies to the relevant industries and encourage their adoption through demonstrations and incorporation in the offerings of world-class companies.
Expand Markets and Applications
: Work closely with component suppliers, chip vendors, systems integrators, content enablers and other partners to broaden the use of haptics within our current core markets and to expand it into emerging markets, such as wearables, virtual and augmented reality, and the Internet of Things.
Monetize:
License our technology to customers for use in the creation, distribution and playback of high quality haptic experiences in various products, services and markets.
We rely on the skills and talent of our employees to successfully execute our strategy through ongoing innovation, licensing activities, and collaboration with customers and partners to ensure that high quality tactile experiences are brought to market. Accordingly, we seek to hire and retain employees with world class haptic expertise, as well as the executive management and operating personnel required to successfully execute our business strategies. In order to attract these high caliber employees, we have created an environment and culture that fosters and supports research, development, and innovation in breakthrough technologies with significant opportunities for broad industry adoption through licensing. We believe we have created a compelling company for inventive and entrepreneurial technology professionals who are able to work within our supportive corporate environment to innovate, execute on our opportunities and drive strong growth.
We drive substantially all of our revenue from licensing of our software and patents. Parties licensed to our IP regard that act as an investment-one which is devalued when unlicensed parties use our IP. Litigation is the primary method by which we ensure that the value licensed parties have placed on our IP is honored and protected. Litigation against unlicensed third parties as a strategy is a last step after all other avenues for resolution have been exhausted. If unlicensed parties continue to ship products without fairly remunerating us, litigation is the proper public step to protect our property as well as inform existing licensees that we are protecting their investment. As haptics gains wider acceptance in the market. the likelihood of unlicensed use of our IP increases. This could result in ongoing litigation as we seek to protect the investment that we and our valid licensees have made in the technology.
Haptics and Its Benefits
While the digital world offers many advanced technologies and capabilities, it often fails to provide us with the meaningful touch experiences that inform and enrich our real-world interactions. As we experience the physical world in our everyday lives,
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we rely on our sense of touch to provide us with reassuring context and confirmation, to bring us closer to one another through rich communications, and to enjoy entertainment, sports and other activities through realistic engagement. Without these tactile qualities, our digital experiences can feel flat and ineffective, pale reflections of the real world.
Immersion haptic technologies breathe life back into digital experiences, restoring the missing elements of confirmation, realism and rich communication to the digital world:
Confirmation:
Today’s touchscreens, touch pads, and other touch surfaces can lack the physical feedback that is provided by mechanical keyboards and switches and that we need to fully understand the context of our interactions. By providing users with intuitive and unmistakable tactile confirmation as they push virtual buttons and scroll through lists, haptics can instill confidence, increase input speed, reduce errors and improve safety. This is especially important in environments that involve distractions, such as automotive and commercial applications, where audio or visual confirmation is insufficient.
Realism:
Haptics can inject a sense of realism into user experiences by exciting the senses and allowing the user to become immersed in the action and nuance of the application. For example, in haptically-enhanced videos, mobile games and simulations that integrate audio-visual content with tactile sensations, users can literally feel guns recoil, engines revving, and the crack of a baseball bat crushing a home run. As another example, medical students and doctors can practice performing cardiac procedures by using simulation systems that realistically recreate the forces that would be encountered in navigating pacing leads through a beating heart.
Rich Communications:
When humans communicate through touch, they are better able to establish emotional connections and feelings of closeness. In mobile devices and wearables, haptics can enhance voice, chat and video applications by creating a sense of physical presence, allowing for more personal and engaging communications between users. Moreover, haptics can offer users a discreet and unobtrusive way of exchanging meaningful information without disruptive audio or visual feedback.
We believe these features of our haptic technology are broadly applicable to a number of markets and devices. By continuing to enhance these features through further research and development, we believe we will serve as a strategic partner for our customers and partners in helping them develop a more compelling user experience for consumers.
Our Offering
We provide software, IP and haptic expertise to our customers through a variety of different offerings, including software licenses, patent licenses, and combined licenses that cover both software and patents. In most cases, our software licenses include services, design tools and software development kits (“SDKs”), as well as licenses to our patents to the extent necessary to implement the licensed software, with the specific rights and restrictions to the applicable patents described in the license agreements. When we offer patent licenses, we provide the customer with a defined right to use our patented innovations in its own products by allowing them to use specified aspects of our broad international patent portfolio, subject to limitations by specific field of use and other restrictions. In certain cases, we also provide our patent licensees with enablement tools such as reference designs and prototypes, technical and design services as well as other assistance and support.
Our agreements are typically structured with fixed, variable or a mix of fixed and variable royalty and/or license payments over certain defined periods, as well as, in certain cases, fees for support or other services.
Software Offerings
We generally license our software as part of Immersion TouchSense-branded offerings that are intended to address the needs of our target markets. Our TouchSense offerings include haptic creation, deployment and playback software, SDKs, developer and enablement tools and documentation, technical and design services, as well as support.
TouchSense Haptic Enabling Kits:
Targeted to the mobile device, wearables, and consumer electronics markets, TouchSense Haptic Enabling Kits consist of solutions enabling the design of tactile effects used in device interfaces and applications, and enhancing the playback of haptic content. Our toolkits enable original equipment manufacturers (“OEMs”) and their suppliers to easily add customized haptic experiences to their own branded devices and other products. Our offerings include TouchSense Haptic Enabling Kit for Mobile OEMs and TouchSense Haptic Enabling Kit for Wearable OEMs.
TouchSense Haptic Development Kits:
Targeted to mobile developers, platform providers, advertisers and content creators, TouchSense Haptic Development Kits consist of design tools, integration software and effect libraries that allow for the design, encoding and playback of tactile effects in mobile content, including games, ads and video. TouchSense Haptic Development Kits offer high fidelity tactile effects to augment and enhance mobile content, while ensuring quality playback within consumer devices. Our offerings include TouchSense Haptic Development Kit for Mobile Games and TouchSense Haptic Development Kit for Mobile Videos. TouchSense Haptic Development Kit offerings have not yet generated revenue for us as of December 31, 2015.
Patent Licenses
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Through more than twenty years of innovative research, development and business activity, we have built a far-reaching and deep portfolio of patents covering many of the foundational aspects and commercial applications of haptic technology. We have implemented formal policies and procedures governing how we create, protect and maintain our IP assets, and devote substantial resources to ensure that our IP coverage of the haptic landscape is as comprehensive as possible. Our growing portfolio now includes more than 2,100 worldwide issued or pending patents, which support our TouchSense offerings, protect our business activities and prospects, and represent an important independent licensing and revenue channel for us. We believe that our IP is relevant to many of the most important and cutting-edge ways in which haptic technology is and can be deployed, including in connection with mobile interfaces and user interactions, in association with pressure and other sensing technologies, as part of video and interactive content offerings, related to virtual and augmented reality experiences, and in connection with advanced actuation technologies and techniques, to name a few.
Haptic Expertise
As described above, we frequently offer our expertise to licensees to help them design and integrate touch effects into their products. This expertise includes engineering and integration services, design kits for prototyping, authoring tools, and application programming interfaces (“APIs”).
Engineering and Integration Services:
We offer engineering assistance, including technical and design assistance and integration services that allow our licensees to incorporate our touch-enabling solutions and technologies into their products at a reasonable cost and within a shortened time frame, allowing them to bring products to market quickly by using our years of haptic development and solution deployment expertise. We offer product development solutions including software libraries, design, prototype creation, technology transfer, actuator selection, component sourcing, SDKs, sample source code, comprehensive documentation, and other engineering services. In addition, we help ensure a quality end-user experience by offering testing and certification services to a number of licensees and ecosystem participants such as actuator vendors.
Design Kits for Prototyping:
We offer several design kits for customers to use for technology evaluation, internal evaluation, usability testing, and focus group testing. The kits include components and documentation that designers, engineers, and system integrators need for prototyping tactile effects into existing or sample products and applications.
Authoring Tools:
In addition to TouchSense Haptic Development Kits, we license authoring tools that enable haptic designers and software developers in other markets, such as console gaming, to quickly design and incorporate customized touch feedback into their applications. Authoring tools allow designers to create, modify, experience, and save or restore haptic effects for a haptically-enabled device.
Application Programming Interfaces
: Our APIs provide haptic-effect generation capability. This allows designers and software programmers to focus on adding haptic effects to their applications instead of struggling with the mechanics of programming real-time algorithms and handling communications between computers and devices. Some of our haptic APIs are device independent (for example, they work with scroll wheels, rotary knobs, 2D joysticks, and other devices) to allow flexibility and reusability. Others are crafted to meet the needs of a particular customer or industry.
Platform Independent Solutions:
Our software driver and API technologies have been designed to be easily ported to a variety of operating systems including Android, Tizen, Linux, and Windows.
Markets
Mobile Communications, Wearables, and Consumer Electronics:
We offer TouchSense Haptic Enabling Kits and patent licenses, as well as haptic expertise, to OEMs in the mobile device, wearables, and consumer electronics markets. In addition, certain of our integrated circuit partners preload their integrated circuits with certain of our less fully-featured TouchSense software and offer these integrated circuits to OEMs in the mobile device market.
Our licensees currently include some of the top makers of mobile devices in the world, including Fujitsu, Gionee, HTC, Huawei, Kyocera, LG Electronics, Meizu, and Toshiba, as well as integrated circuit manufacturers such as Texas Instruments.
In addition to working with device manufacturers, we provide our TouchSense Haptic Development Kits to application developers, advertising networks and other content ecosystem participants to enable them to easily incorporate tactile effects into mobile games, advertisements and other content. Our licensees have included Bandai Namco, iDreamSky, LeTV, Opera Mediaworks, Rovio Entertainment, Slate, Showtime, and Ubisoft.
For the years ended
December 31, 2015
,
2014
, and
2013
, respectively, 62%, 60%, and 66% of our total revenues were generated from OEMs and integrated circuit customers in the mobile communications market.
Console and PC Gaming:
We have licensed our patents directly to Microsoft and Sony Computer Entertainment for use in their console gaming products. Additionally, we have licensed our patents to third party gaming peripheral manufacturers and distributors for use in spinning mass and force feedback devices such as controllers, steering wheels and joysticks, to be used with PC platforms running on Microsoft Windows and other operating systems, as well as in connection with video game consoles
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made by Microsoft, Sony, Nintendo and others. Our gaming licensees include Bensussen Deutsch & Associates, Guillemot, Logitech, Mad Catz, Microsoft, Performance Designed Products, Razer, and Sony.
For the years ended
December 31, 2015
,
2014
, and
2013
, respectively, 24%, 27%, and 21% of our total revenues were generated from customers in the PC and console gaming markets.
Automotive:
We offer patent licenses and assistance such as reference designs, prototypes and enablement services to automotive makers and suppliers. Our current licensees include ALPS Electric Co., Continental, Marquardt, Panasonic Automotive Systems, SMK Corporation, and Tokai Rika.
For the years ended
December 31, 2015
,
2014
, and
2013
, respectively, 7%, 5%, and 5% of our total revenues were from automotive customers.
Medical:
We offer patent licenses to the medical market. Our current licensees include CAE Healthcare, Laerdal Medical A/S, Simbionix, Stryker Medical (formerly MAKO Surgical), and SOFAR.
For the years ended
December 31, 2015
,
2014
, and
2013
, respectively, 7%, 8%, and 8% of our total revenues were from medical customers.
Manufactured Products
As of December 2013, we ceased selling manufactured products and only license our patents and software. Our 2013 product solutions, which did not represent a material part of our business, were limited to components used for design kits. All products produced were from contracted manufacturing services.
Sales
Our sales are somewhat seasonal, with holiday shipments of our customers’ mobility and gaming products in the fourth quarter typically generating per unit royalties in our first quarter. Seasonal fluctuations have not been extremely significant to our overall revenue trends in the past. As we are increasingly entering into license agreements that include recurring fixed payments to us, we anticipate that our sales may become less seasonal over time.
We employ a consolidated direct sales force in the United States, Europe, and Asia to license our software and patents across our target markets and augment that sales force via partnerships and licensing agreements with component suppliers and system integrators.
Additional information about significant customers is incorporated herein by reference to Note 15 of our consolidated financial statements and related financial information in Item 8.
Financial Statements and Supplementary Data
.
Competition
Our biggest source of competition derives from decisions made by internal design groups at our OEM and other customers, as well as potential customers. We expect that these internal design groups will continue to make choices regarding whether to implement haptics or not, as well as whether to develop their own haptic solutions.
In the event we have granted or grant a license to our patent portfolio to a customer, its internal design group may design technology that is less expensive to implement or that enables products with higher performance or additional features. In some cases, the customer may elect not to include haptics in its products or other offerings due to the higher costs associated with incorporating haptics.
In addition to licensing customers directly, we have also licensed semiconductor manufacturers to incorporate certain of our less fully-featured software into their integrated circuits for use in certain electronic devices.
The principal competitive factors impacting our business are the strength of the patents underlying our technology, as well as the technological expertise and design innovation and the use, reliability and cost-effectiveness of our software solutions. We believe we compete favorably in all these areas.
Our competitive position is also impacted by the competitive positions of our licensees’ products and other offerings. Our licensees’ markets are highly competitive. We believe that the principal competitive factors in our licensees’ markets include price, performance, user-centric design, ease-of-use, quality, and timeliness of products, as well as the licensee’s responsiveness, capacity, technical abilities, established customer relationships, distribution channels and access to retail shelf space, advertising, promotional programs, and brand recognition. Touch-related benefits in some of these markets may be viewed simply as enhancements and compete with non-touch-enabled technologies.
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Research and Development
Our success depends on our ability to invent and improve our technologies in a timely manner; to design and develop software to meet specifications based on research and our understanding of customer needs and expectations; to offer tools and technology that enable high-quality, end-to-end haptic experiences, from the time of creation to the time of playback; and to collaborate with our licensees who are integrating our technologies into theirs.
Engineering:
We have assembled a multi-disciplinary team of highly skilled engineers and scientists with the experience required for development of touch-enabling technology. The team’s experience includes skills related to mechanical engineering, electrical engineering, embedded systems and firmware, control techniques, software, quality control, haptic content design, and project and process management. This team continues to generate patents that strengthen our IP position.
Application Engineering and Technical Support:
We may provide application engineering and technical support during integration of our touch-enabling technology into customer products and other offerings, including content. To facilitate the validation and adoption of touch-enabling technology, we have developed various design kits. These kits may include actuators, mounting suggestions, controller boards, software libraries, programming examples, and documentation. Our application engineers support customer use of these design kits, including through phone and e-mail technical support and onsite training. This team continues to generate patents that strengthen our IP position.
Research:
We have multi-disciplinary expertise in usability and multimodal user interface design, actuator design, sensors, integration, material science, real-time simulation algorithms, control, and software development. Our research team works with existing and potential partners to help them assess and prove the value of haptics in their field of interest, creating main competitive differentiator and value added solutions. This team continues to generate patents, actively contributing to the strength of our IP position.
User Experience:
We have a dedicated team of user interaction specialists, focusing on user research and design to enable new and improved applications of haptics. We have unique expertise in haptics, usability, content creation, and interface design. Our team works with existing and potential partners to help them determine the best implementation of haptics in their specific application. This team works on the cutting edge of new user interface paradigms using haptics, resulting in an ongoing generation of patents, actively contributing to the development of new IP for us.
For the years ended
December 31, 2015
,
2014
, and
2013
, research and development expenses were $
14.8 million
, $
11.8 million
, and $
10.9 million
respectively.
Intellectual Property
We believe that IP protection is crucial to our business. We rely on a combination of patents, copyrights, trade secrets, trademarks, nondisclosure agreements with employees and third parties, licensing arrangements, and other contractual agreements with third parties to protect our IP. We maintain and support an active program to protect our IP, primarily through the filing of patent applications and the defense of issued patents against infringement.
Our failure to obtain or maintain adequate protection for our IP rights for any reason could hurt our competitive position. There is no guarantee that patents will be issued from the patent applications that we have filed or may file. Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage. Our position and revenue resulting from licensing our patents can also be affected by the expiration of patents and our ability to persuade licensees that other patents in our portfolio continue to be relevant.
At the end of
2015
, we and our wholly owned subsidiaries had over 2,100 currently issued or pending patents worldwide that cover various aspects of our technologies. The duration of our issued patents is determined by the laws of the country of issuance and for the United States is typically 17 years from the date of issuance of the patent or 20 years from the date of filing of the patent application resulting in the patent. Some of our U.S. patents began expiring in 2007.
Financial Information about Industry Segments and Geographic Areas
We manage our operations and allocate resources as a single reporting segment. Additional information about our business segments and geographic areas is incorporated herein by reference to Note 15 of our consolidated financial statements and related financial information in Item 8.
Financial Statements and Supplementary Data
.
Investor Information
You can access financial and other information in the Investor Relations section of our web site at www.immersion.com. We make available, on our Web site, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current
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reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.
The charters of our audit committee, our compensation committee, and our nominating/corporate governance committee, and our Code of Business Conduct and Ethics (including code of ethics provisions that apply to our principal executive officer, principal financial officer, controller, and senior financial officers) and our Corporate Governance Principles are also available at our web site under “Corporate Governance.” These items are also available to any stockholder who requests them by calling +1 408.467.1900.
The SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC at
www.sec.gov
.
Employees
As of December 31,
2015
, we had 156 full-time and part-time employees, including 75 in research and development, 44 in sales and marketing, and 37 in legal, finance, and administration. We also use independent contractors. None of our employees are represented by a labor union, and we consider our employee relations to be positive.
Executive Officers
The following table sets forth information regarding our executive officers as of
February 18, 2016
.
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Name
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Position with the Company
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Age
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Victor Viegas
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Chief Executive Officer and Member of the Board of Directors
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58
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Paul Norris
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Chief Financial Officer
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53
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Mahesh Sundaram
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Vice President, Worldwide Sales and Customer Support
|
45
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Victor Viegas was named our Chief Executive Officer in April 2010, and served as our Interim Chief Financial Officer from December 2011 until May 2012. He served as our Interim Chief Executive Officer from October 2009 to April 2010, and has served as a member of the board of directors since October 2002. Mr. Viegas was our Chief Executive Officer from October 2002 through April 2008, and President from February 2002 through April 2008. Mr. Viegas was also Chairman of the board of directors from October 2007 to February 2009. Mr. Viegas also served as Chief Financial Officer until February 2005, having joined us in August 1999 as Chief Financial Officer, Vice President, Finance. From June 1996 to August 1999, he served as Vice President, Finance and Administration and Chief Financial Officer of Macrovision Corporation, a developer and licensor of video and software copy protection technologies. From October 1986 to June 1996, he served as Vice President of Finance and Chief Financial Officer of Balco Incorporated, a manufacturer of advanced automotive service equipment. He holds a B.S. in Accounting and an M.B.A. from Santa Clara University. Mr. Viegas is also a Certified Public Accountant in the State of California, on inactive status.
Paul Norris joined Immersion as Chief Financial Officer in May 2012. Prior to joining Immersion, Mr. Norris served as a partner at Accanto Partners, LLC, an investment fund focusing on technology and digital media companies from July 2011 to May 2012. Prior to that, from June 2005 to February 2011, Mr. Norris served in various executive positions at Sonic Solutions, a digital media software and entertainment solutions provider, acting as its Senior Vice President and General Counsel from June 2005 to February 2008, and its Executive Vice President, Chief Financial Officer and General Counsel February 2008 until its acquisition by Rovi Corporation, a digital entertainment technology solutions provider in February 2011. From February 2011 through June 2011, Mr. Norris assisted Rovi in its integration activities as an Executive Advisor. Mr. Norris holds a Bachelor of Arts from Yale University and a Juris Doctor degree from Harvard Law School.
Mahesh Sundaram joined Immersion in October 2014. He is responsible for leading our worldwide sales and customer support organization to support the growing opportunities of Immersion technology. Prior to joining Immersion, Mr. Sundaram was Vice President, Asia Pacific of Dolby Laboratories, a global innovator and developer of audio, imaging and voice technologies for cinema, home theaters, PCs, mobile phones, and games, from October 2008 to October 2014. Mr. Sundaram also served as a Director of Consumer Electronics Market Segment at Dolby Laboratories, from July 2006 to September 2008. From January 1996 to November 2003, he managed product marketing for Intel, one of the largest manufacturers of semiconductors for PCs, servers, phones, tablets, and consumer electronic devices, where he was responsible for product marketing and bringing new products and technologies to market in the Asia Pacific region. Mr. Sundaram holds a Bachelor of Engineering in electrical engineering from University of Mumbai.
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Item 1A.
Risk Factors
You should carefully consider the following risks and uncertainties, as well as other information in this report and our other SEC filings, in considering our business and prospects. If any of the following risks or uncertainties actually occurs, our business, financial condition, or results of operations could be materially adversely affected. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are unaware or that we currently believe are immaterial could also materially adversely affect our business, financial condition, or results of operations. In any case, the trading price of our common stock could decline, and you could lose all or part of your investment. See also the Forward-looking Statements discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Company Risks
If we are unable to enter into new and renewed licensing arrangements with our existing licensees and with additional third-parties for our touch-enabling technologies, our royalty and license revenue may not grow and could decline.
Our revenue growth is largely dependent on our ability to enter into new and renewed licensing arrangements. Our failure to enter into new or renewed licensing arrangements will cause our operating results to suffer. We face numerous risks in obtaining new or renewed licenses on terms consistent with our business objectives and in maintaining, expanding, and supporting our relationships with our current licensees. These risks include:
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the competition we may face from third parties and/or the internal design teams of existing and potential licensees;
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difficulties in persuading third parties to work with us, to rely on us for critical technology, and to disclose to us proprietary product development and other strategies;
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difficulties in persuading existing licensees who compensate us for including our software in certain of their touch-enabled products to also license and compensate us for our patents that cover other touch-enabled products of theirs that do not include our software;
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challenges in demonstrating the compelling value of our technologies and challenges associated with customers’ ability to easily implement our technologies;
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difficulties in obtaining new licensees for yet-to-be commercialized technology because their suppliers may not be ready to meet stringent price, quality and parts availability requirements;
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difficulties in entering into or renewing gaming licenses if video console makers choose not to license third parties to make peripherals for their new consoles, if video console makers no longer require peripherals to play video games, if video console makers no longer utilize technology in the peripherals that are covered by our patents or if the overall market for video consoles deteriorates substantially;
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reluctance of content developers or distributors, mobile device manufacturers, and service providers to sign license agreements without a critical mass of other such inter-dependent supporters of the mobile device industry also having a license, or without enough similar devices in the market that incorporate our technologies; and
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inability of current or prospective licensees to ship certain devices if they are involved in IP infringement claims by third parties that ultimately prevent them from shipping products or that impose substantial royalties on their products.
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A limited number of customers account for a significant portion of our revenue, and the loss of major customers could harm our operating results.
Samsung Electronics accounted for approximately 32%, 38%, and 47% of our total revenues for the years ended December 31,
2015
,
2014
, and
2013
, respectively. Two other customers each accounted for 18% and 14% of our revenues in
2015
and for 17% and 12% of our revenues in
2014
. We cannot be certain that customers that have accounted for significant revenue in past periods, individually or as a group, will continue to generate similar revenue in any future period, including Samsung whose agreement with us expired on December 31, 2015. If we fail to renew or lose a major customer or group of customers, our revenue could decline if we are unable to replace the lost revenue with revenue from other sources. In addition, if potential customers or customers with expiring agreements view the loss of one of our major customers as an indicator of the value of our software and/or the strength of our intellectual property, they may choose not to take or renew a license which could adversely affect our operating results.
Our current or any future litigation is expensive, disruptive, and time consuming, and will continue to be, until resolved, and regardless of whether we are ultimately successful, could adversely affect our business.
We have been in the past and are currently a party to various legal proceedings, including current litigation we initiated against Apple, AT&T and AT&T Mobility. Due to the inherent uncertainties of litigation, we cannot accurately predict how these cases will ultimately be resolved. We anticipate that currently pending or any future litigation will continue to be costly, given the
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significant resources available to our current adverse parties, and that future litigation will result in additional legal expenses, and there can be no assurance that we will be successful or be able to recover the costs we incur in connection with litigation. We expense litigation costs as incurred, and only accrue for costs that have been incurred but not paid to the vendor as of the financial statement date. Although protecting our intellectual property is a fundamental part of our business, at times, our litigation has diverted, and could continue to divert, the efforts and attention of some of our key management and personnel away from our licensing transactions. As a result, until such time as it is resolved or concluded, litigation could adversely affect our business. Further, any unfavorable outcome could adversely affect our business. For additional background on our litigation, please see Part I, Item 3, “Legal Proceedings”.
If we fail to protect and enforce our IP rights or if we fail to continuously develop or acquire successful innovations and obtain patents on these innovations, our ability to license our technologies and generate revenues would be impaired.
Our business depends on generating revenues by licensing our IP rights and by customers selling products that incorporate our technologies. We rely on our significant patent portfolio to protect our proprietary rights. If we are not able to protect and enforce those rights, our ability to obtain future licenses or maintain current licenses and royalty revenue could be impaired. In addition, if a court or patent office were to limit the scope, declare unenforceable, or invalidate any of our patents, current licensees may refuse to make royalty payments, or they may choose to challenge one or more of our patents. It is also possible that:
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our pending patent applications may not result in the issuance of patents;
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our patents may not be broad enough to protect our proprietary rights; and
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effective patent protection may not be available in every country, particularly in Asia, where we or our licensees do business; and
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our pending litigation against Apple, AT&T and AT&T Mobility LLC may be unsuccessful or may result in one or more of the patents asserted becoming limited in scope, declared unenforceable or invalidated.
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In addition, our patents will continue to expire according to their terms, including the expiration of several gaming patents in 2015. We may experience a decrease in gaming royalty and license revenue due to expiration of these patents. Our failure to continuously develop or acquire successful innovations and obtain patents on those innovations could significantly harm our business, financial condition, results of operations, or cash flows. In addition, we also rely on licenses, confidentiality agreements, other contractual agreements, and copyright, trademark, and trade secret laws to establish and protect our proprietary rights. It is possible that:
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laws and contractual restrictions may not be sufficient to prevent misappropriation of our technologies or deter others from developing similar technologies; and
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policing unauthorized use of our patented technologies, trademarks, and other proprietary rights would be difficult, expensive, and time-consuming, within and particularly outside of the United States.
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We have in the past initiated legal proceedings to protect our intellectual property and may need to continue to do so in the future, and we are currently in litigation against Apple, AT&T and AT&T Mobility for patent infringement. We may need to continue to initiate legal proceedings in the future. Any legal or administrative proceeding initiated by us to protect or enforce our IP rights may result in substantial legal expenses and risk, could lead to counterclaims and adverse rulings affecting our patents, and may divert our management’s time and attention away from our other business operations, which could significantly harm our business.
Future revenue is difficult to predict, and our failure to predict revenue accurately may cause our results to be below our expectations or those of investors and result in our stock price declining.
Our lengthy and costly license negotiation cycle and any IP litigation that we may engage in making the amount and/or timing of future revenue difficult to predict because we may not be successful in entering into or renewing licenses with our customers on our estimated timelines, and we may be reliant on litigation timelines, which are difficult to control, with unpredictable results.
Some of our license agreements provide for per-unit royalty payments and may also be subject to adjustments based on volume. The sales volume and prices of our licensees’ products in any given period can be difficult to predict. In addition, in certain product markets, we have entered into licensing agreements pursuant to which customers make fixed recurring payments to us in exchange for use of our IP and technology. As a result, a portion of the revenue we report each quarter results from the recognition of deferred revenue from fixed payments we have received from these customers during previous quarters. If we were to experience significant decline in our ability to renew these agreements or enter into new agreements that include fixed recurring payments, our reported financial results might not reflect such downturns until future periods. Moreover, to the extent our business model depends on fixed payments that we recognize over time, it may also be difficult for us to rapidly increase our revenues through additional sales in any period, as revenue from new customers will be recognized over multiple quarters. Additionally, if we have agreed that a customer may pay us a fixed amount for use of our IP and technology during a given time period, we may receive lower
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revenues than we would have received under a per unit royalty arrangement if the customer’s business grows or it otherwise performs better than we anticipated at the time we entered into our licensing agreement with the customer.
In addition, a portion of our revenue comes from development and support services provided to our licensees, or may be part of a contractual arrangement involving multiple elements. Depending upon the nature of the services or elements, all or a portion of the revenue may be recognized ratably over time or may be deferred in part or in whole.
All of these factors make it difficult to predict future revenue and may result in our revenue being below our previously announced guidance or analysts’ estimates, which would likely cause our stock price to decline.
We are currently involved in appealing a judgment invalidating three of our patents; any final judgment invalidation or limiting of the scope of these patents could harm our business.
As more fully described under Part I, Item 3, “Legal Proceedings,” we are currently appealing a judgment invalidating three of our patents. At this time, the briefing for the appeal has been completed and we are awaiting a hearing date with the Federal Circuit. We cannot predict the outcome of the appeal. If there is a final adverse ruling invalidating the patents, we could be prevented from enforcing, or earning future revenues from those patents, and the likelihood that customers will take new licenses and that current licensees will continue to agree to pay under their existing licenses could be reduced. The resulting reduction in license fees and royalties could harm our business, consolidated financial position, results of operations or cash flows, or the trading price of our common stock.
The terms in our agreements may be construed by our licensees in a manner that is inconsistent with the rights that we have granted to other licensees, or in a manner that may require us to incur substantial costs to resolve conflicts over license terms.
We have entered into, and we expect to continue to enter into, agreements pursuant to which our licensees are granted rights to our technology and under our IP. These rights may be granted in certain fields of use, or with respect to certain market sectors or product categories, and may include exclusive rights or sublicensing rights. We refer to the license terms and restrictions in our agreements, including, but not limited to, field of use definitions, market sector, and product category definitions, collectively as “License Provisions.”
Due to the continuing evolution of market sectors, product categories, and licensee business models, and to the compromises inherent in the drafting and negotiation of License Provisions, our licensees may interpret License Provisions in their agreements in a way that is different from our interpretation of such License Provisions, or in a way that is in conflict with the rights that we have granted to other licensees. Such interpretations by our licensees may lead to claims that we have granted rights to one licensee that are inconsistent with the rights that we have granted to another licensee. Many of our customers report royalties to us based on their shipments or their revenues and their interpretation and allocation of contracted royalty rates. It is possible that the originally reported royalties could differ materially from those determined by either a customer self-reported correction or from an audit we have performed. These interpretations may also cause disagreements arising during customer audits, may lead to claims or litigation, and may have an adverse effect on the results of our operations. Further, although our agreements generally give us the right to audit books and records of our licensees, audits can be expensive, time consuming, and may not be cost justified based on our understanding of our licensees’ businesses. Pursuant to our license compliance program, we audit certain licensees to review the accuracy of the information contained in their royalty reports in an effort to decrease the risk of our not receiving royalty revenues to which we are entitled, but we cannot give assurances that such audits will be effective.
In addition, after we enter into an agreement, it is possible that markets and/or products, or legal and/or regulatory environments, will evolve in an unexpected manner. As a result, in any agreement, we may have granted rights that will preclude or restrict our exploitation of new opportunities that arise after the execution of the agreement.
Our international expansion efforts subject us to additional risks and costs.
We currently have sales personnel in Japan, Korea, China, and Switzerland. International operations are subject to a number of difficulties and special costs, including:
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compliance with multiple, conflicting and changing governmental laws and regulations;
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laws and business practices favoring local competitors;
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foreign exchange and currency risks;
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import and export restrictions, duties, tariffs, quotas and other barriers;
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difficulties staffing and managing foreign operations;
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difficulties and expense in establishing and enforcing IP rights;
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business risks, including fluctuations in demand for our technologies and products and the cost and effort to conduct international operations and travel abroad to promote international distribution and overall global economic conditions;
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multiple conflicting tax laws and regulations;
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political and economic instability; and
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the possibility of an outbreak of hostilities or unrest in markets where major customers are located, including Korea and Hong Kong.
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Our international operations could also increase our exposure to international laws and regulations. If we cannot comply with foreign laws and regulations, which are often complex and subject to variation, differing or inconsistent government interpretation, and unexpected changes, we could incur unexpected costs and potential litigation. For example, the governments of foreign countries might attempt to regulate our products or levy sales or other taxes relating to our activities. In addition, foreign countries may impose tariffs, duties, price controls, or other restrictions on foreign currencies or trade barriers, any of which could make it more difficult for us to conduct our business. Our international operations could also increase our exposure to complex international tax rules and regulations. Changes in, or interpretations of, tax rules and regulations may adversely affect our income tax provision. In addition, our operations outside the United States may be affected by changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment, including the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments by our employees, vendors, or agents.
Competing technologies may harm our business.
One of our biggest sources of competition is derived from decisions made by internal design groups at our customers and potential customers. These internal design groups typically make choices regarding whether to implement haptics or not, whether to use our software or other standard haptic capability (e.g., haptic capability offered by the Android operating system), or even whether to develop their own haptic solutions. In instances where the design team elects not to use our software but implements unlicensed haptic capability, we may seek to enforce our IP. If the customer is unwilling to enter into a license agreement, we may elect to pursue litigation which would harm our relationship with the customer and could harm our relationships with other licensees or our ability to gain new customers, who may postpone licensing decisions pending the outcome of the litigation or dispute, or who may, as a result of such litigation, choose not to adopt our technologies. In addition, these legal proceedings could be very expensive and could have a negative impact on our financial results.
In our license agreements, we typically grant licenses to our patent portfolio for one or more specified fields of use. Depending on the specific terms of our agreement with a customer, the customer’s internal design group may be able to develop technology that is less expensive to implement or that enables products with higher performance or additional features than our own technology and products. Many of these internal design groups have substantially greater resources, greater financial strength and lower cost structures than we do. They also have the inherent advantage of access to internal corporate strategies, technology roadmaps and technical information. As a result, they may be able to bring alternative solutions to market more easily and quickly.
We also license to semiconductor manufacturers who incorporate certain of our less fully-featured software into their integrated circuits for use in certain electronic devices. While our relationships with these semiconductor manufacturers increases our distribution channels by leveraging their sales channels, it is possible that customers may elect to implement haptics using less fully-featured software integrated circuit solutions rather than the higher-end solutions we offer directly, which may negatively impact our financial results.
Winning business is often subject to a competitive selection process that can be lengthy and requires us to incur significant expense, and we may not be selected.
In many cases, we must win competitive selection processes, known as “design wins,” before our haptic technologies are included in our customers’ products. These selection processes can be lengthy and can require us to incur significant design and development expenditures. We may not win the competitive selection process and may never generate any revenue despite incurring significant design and development expenditures. Because we typically focus on only a few customers in a given product area, the loss of a design win may result in our failure to have haptics added to new generation products in that area. This can result in lost sales and could hurt our position in future competitive selection processes to the extent we are not perceived as being a technology leader.
After winning a product design for one of our customers, we may still experience delays in generating revenue as a result of lengthy customer development and design cycles. In addition, a change, delay or cancellation of a customer’s plans could significantly adversely affect our financial results, as we may have incurred significant expense and generated no revenue. Finally, even if a design is introduced, if our customers fail to successfully market and sell their products, it could materially adversely affect our business, financial condition, and results of operations.
We may not be able to continue to derive significant revenues from makers of peripherals for popular video gaming platforms.
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A significant portion of our gaming royalty revenues comes from third-party peripheral makers who make licensed gaming products designed for use with popular video game console systems from Microsoft, Sony, and Nintendo. Video game console systems are closed, proprietary systems, and video game console system makers typically impose certain requirements or restrictions on third-party peripheral makers who wish to make peripherals that will be compatible with a particular video game console system. If third-party peripheral makers cannot or are not allowed to satisfy these requirements or restrictions, our gaming royalty revenues could be significantly reduced. Furthermore, should a significant video game console maker choose to omit touch-enabling capabilities from its console systems or somehow restrict or impede the ability of third parties to make touch-enabling peripherals, it could lead our gaming licensees to stop making products with touch-enabling capabilities, thereby significantly reducing our gaming royalty revenues. Also, if the gaming industry changes such that mobile or other platforms increase in popularity at the expense of traditional video game consoles, our gaming royalty revenues could be substantially reduced if we are unable to enter into replacement arrangements enabling us to license our software or IP in connection with gaming on such mobile or other platforms. Finally, as some of our key patents have expired related to video game peripherals, we may need to persuade our licensees that other patents in our portfolio continue to be relevant which could result in the expenditure of significant resources and/or failure to persuade the licensee of the relevance of the patents.
Automobiles and medical devices incorporating our touch-enabling technologies are subject to lengthy product development periods, making it difficult to predict when and whether we will receive royalties for these product types.
The product development process for automobiles and medical devices is very lengthy, sometimes longer than four years. We may not earn royalty revenue on our automotive/medical device technologies unless and until products featuring our technologies are shipped to customers, which may not occur until several years after we enter into an agreement with a manufacturer or a supplier to a manufacturer. Throughout the product development process, we face the risk that a manufacturer or supplier may delay the incorporation of, or choose not to incorporate, our technologies into its products, making it difficult for us to predict the royalties we may receive, if any. After the product launches, our royalties still depend on market acceptance of the vehicle, the option packages if our technology is an option (for example, a navigation unit) or medical device, which is likely to be determined by many factors beyond our control.
If we fail to successfully manage our new content and media initiative, our results of operations could be negatively impacted.
We seek to find new applications and markets for our technologies. We have invested and continue to invest significant resources in the development of technologies and software related to enhancing mobile content with haptics. For example, we have recently announced the introduction of haptics-enabled mobile game applications from well-known publishers and haptics-enabled advertisements and movie trailers. Market acceptance of these new technologies and software offerings will be dependent in part on our ability to show that mobile content enhanced with haptics generates greater levels of consumer engagement, improves customer acquisition and retention measures, increases monetization, improves long-term content recall and generates more positive levels of enjoyment and brand sentiment. While our early pilot and user studies are encouraging, such data is preliminary and may be inaccurate or may not be accepted by third parties. While we do not anticipate any meaningful revenue associated with this initiative in 2016, if we are unable to successfully establish these new offerings, our results of operations could be negatively impacted. In addition, if we fail to properly manage the licensing of rights in our OEM and content businesses, we may inadvertently impair our ability to monetize our technology in one of these businesses and our results of operations would be negatively impacted.
We have little or no control or influence on our licensees’ design, manufacturing, quality control, promotion, distribution, or pricing of their products incorporating our touch-enabling technologies, upon which we generate royalty revenue.
A key part of our business strategy is to license our software and IP to OEMs that manufacture and sell products incorporating our touch-enabling technologies. For the years ended December 31,
2015
,
2014
, and
2013
, 97%, 98%, and 97% of our total revenues were royalty and license revenues, respectively. We do not control or influence the design, manufacture, quality control, promotion, distribution, or pricing of products that are manufactured and sold by our licensees, nor can we control consolidation within an industry which could either reduce the number of licensable products available or reduce royalty rates for the combined licensees. In addition, we generally do not have commitments from our licensees that they will continue to use our technologies in current or future products. As a result, products incorporating our technologies may not be brought to market, achieve commercial acceptance, or otherwise generate meaningful royalty revenue for us. For us to generate royalty and license revenue, licensees that pay us per-unit royalties must manufacture and distribute products incorporating our touch-enabling technologies in a timely fashion and generate consumer demand through marketing and other promotional activities. If our licensees’ products fail to achieve commercial success, or if their products are recalled because of quality control problems or if they do not ship products incorporating our touch-enabling technologies in a timely fashion or fail to achieve strong sales, our revenues will not grow and could decline.
We had an accumulated deficit of $
80 million
as of December 31,
2015
, have only recently achieved profitability, and may not maintain profitability in the future.
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As of December 31,
2015
, we had an accumulated deficit of $
80 million
. We need to generate significant ongoing revenue to maintain consistent profitability. We will continue to incur expenses as we:
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engage in research and develop our technologies;
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increase our sales and marketing efforts;
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attempt to expand the market for touch-enabled technologies and products;
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protect and enforce our IP;
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expand our international presence in connection with the recently implemented reorganization of our corporate organization;
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incur costs related to litigation; and
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acquire IP or other assets from third-parties.
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If our revenues grow more slowly than we anticipate or if our operating expenses exceed our expectations, we may not maintain profitability.
We have limited engineering, customer service, technical support, quality assurance and operations resources to design and meet delivery schedules and to provide support for our various technologies and, as a result, we could fail to deliver software and services in a timely way, with sufficient levels of quality, or at all, which may reduce our revenue.
We deploy our limited engineering, customer service, technical support, quality assurance, and operations resources on a variety of different projects and programs intended to provide sufficient levels of quality necessary for channels and customers. Our success in various markets may depend on timely deliveries and overall levels of sustained quality and customer service. Our failure to provide high quality customer deliverables in a timely fashion or at all, or our failure to maintain sufficient customer service levels, could disrupt our customer relationships, harm our brand, and reduce our revenues.
Our business depends in part on access to third-party platforms and technologies, and if the access is withdrawn, denied, or is not available on terms acceptable to us, or if the platforms or technologies change, our business and operating results could be adversely affected.
Many of our current and future software technologies are designed for use with third-party platforms and technologies. Our business relies on our access to these platforms and technologies of third parties, which can be withdrawn, denied or not be available on terms acceptable to us.
Our access to third-party platforms and technologies may require paying royalties or other amounts, which lowers our margins, or may otherwise be on terms that are not acceptable to us. In addition, the third-party platforms or technologies used to interact with our software technologies can be delayed in production or can change in ways that negatively impact the operation of our software.
If we are unable to access third-party platforms or technologies, or if our access is withdrawn, denied, or is not available on terms acceptable to us, or if the platforms or technologies are delayed or change, our business and operating results could be adversely affected.
Because we have a fixed payment license with Microsoft, our royalty revenue from licensing in the gaming market and other consumer markets has previously declined and may further do so if Microsoft increases its volume of sales of touch-enabled products at the expense of our other licensees.
Under the terms of our present agreement with Microsoft, Microsoft receives a royalty-free, perpetual, irrevocable license (including sublicense rights) to our worldwide portfolio of patents. This license permits Microsoft to make, use, and sell hardware, software, and services, excluding specified products, covered by our patents. We will not receive any further revenues or royalties from Microsoft under our current agreement with Microsoft, including with respect to Microsoft’s Xbox One gaming product or any other haptic related product. Microsoft has a significant share of the market for touch-enabled console gaming computer peripherals and is pursuing other consumer markets such as mobile devices, tablets, personal computers, and virtual and augmented reality. Microsoft has significantly greater financial, sales, and marketing resources, as well as greater name recognition and a larger customer base than some of our other licensees. In the event that Microsoft increases its share of these markets, our royalty revenue from other licensees in these market segments may decline.
The market for certain touch-enabling technologies and touch-enabled products is at an early stage and if market demand does not develop, we may not achieve or sustain revenue growth.
The market for certain of our touch-enabling technologies and certain of our licensees’ touch-enabled products is at an early stage. If we and our licensees are unable to develop demand for our touch-enabling technologies and products, we may not achieve
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or sustain revenue growth. We cannot accurately predict the growth of the markets for these technologies and products, the timing of product introductions, or the timing or likelihood of these products achieving widespread commercial adoption.
We expect that we will need to continue to pursue extensive and expensive marketing and sales efforts to educate prospective licensees, component customers, and end users about the uses and benefits of our technologies and to persuade software developers and content producers to create products that utilize our technologies. Negative product reviews or publicity about our company, our technologies, our licensees’ products, haptic features, or haptic technology in general could have a negative impact on market adoption, our revenue, and/or our ability to license our technologies in the future.
Our business may suffer if third parties assert that we violate their IP rights.
Third parties have previously claimed and may in the future claim that we or our customers are infringing upon their IP rights. Even if we believe that such claims are without merit or that we are not responsible for them under the indemnification or other terms of our customer license agreements, they can be time-consuming and costly to defend against and may divert management’s attention and resources away from our business. Furthermore, third parties making such claims may be able to obtain injunctive or other equitable relief that could block our ability to further develop or commercialize some or all of our software technologies or services in the United States and abroad. Claims of IP infringement also might require us to enter into costly settlement or license agreements or pay costly damage awards. Even if we have an agreement that provides for a third party to indemnify us against such costs, the indemnifying party may be unable or unwilling to perform its contractual obligations.
We license some technologies from third parties. We must rely upon the owners of these technologies for information on the origin and ownership of the technologies. As a result, our exposure to infringement claims may increase. We generally obtain representations as to the origin and ownership of acquired or licensed technologies and indemnification to cover any breach of these representations. However, representations may not be accurate and indemnification may not provide adequate compensation for breach of the representations. If we cannot or do not license the infringed IP at all or on reasonable terms, or substitute similar technology from another source, our business, financial position, results of operations or cash flows could suffer.
Changes to U.S. patent laws and proposed changes to the rules of the U.S. Patent and Trademark Office may adversely impact our business.
Our business relies in part on the uniform and historically consistent application of U.S. patent laws and regulations. There are numerous recent changes to the patent laws and the rules of the U.S. Patent and Trademark Office, which may have a significant impact on our ability to protect our technology and enforce our IP rights. For example, on September 16, 2011, President Obama signed the Leahy-Smith America Invents Act, which codified significant changes to the U.S. patent laws, including, among other things, changing from a “first to invent” to a “first inventor to file” system, limiting where a patentee may file a patent suit, requiring the apportionment of patent damages, replacing interference proceedings with derivation actions and creating a post-grant opposition process to challenge patents after they have been issued. The U.S. Patent and Trademark Office has developed new and untested regulations and procedures to govern the full implementation of the Leahy-Smith America Invents Act, and many of the substantive changes to patent law associated with the Leahy-Smith America Invents Act, and in particular, the “first inventor to file” provisions. It is not clear what impact the Leahy-Smith Act will have on the operation of our business and the protection and enforcement of our intellectual property. In addition, in recent years, the courts have interpreted U.S. patent laws and regulations differently, and in particular the U.S. Supreme Court has decided a number of patent cases and continues to actively review more patent cases than it has in the past. Some of these changes or potential changes may not be advantageous for us, and may make it more difficult to obtain adequate patent protection or to enforce our patents against parties using them without a license or payment of royalties. These changes could increase the costs and uncertainties surrounding the prosecution of our patent applications and the enforcement or defense of our patent rights, and could have a deleterious effect on our licensing program and, therefore, the royalties we can collect.
If we fail to develop new or enhanced technologies for new applications and platforms, we may not be able to create a market for our technologies or our technologies may become obsolete, and our ability to grow and our results of operations might be harmed.
We derive a significant portion of our revenues from licenses and royalties from a relatively small number of key technologies. We devote significant engineering resources to develop new technologies to address the evolving needs of our customers and potential customers. To remain competitive, we must introduce new technologies in a timely manner and the market must adopt them. Our initiatives to develop new and enhanced technologies and to commercialize these technologies for new applications and new platforms may not be successful or timely. Any new or enhanced technologies may not be favorably received by our licensees, potential licensees, or consumers and could damage our reputation or our brand. Expanding and enhancing our technologies could also require significant additional expenses and strain our management, financial, and operational resources.
Moreover, technology products generally have relatively short product life cycles and our current technologies may become obsolete in the future. Our ability to achieve revenue growth also depends on our continuing ability to improve and reduce the cost of our technologies, to improve their ease of integration in both hardware and software, and to introduce these technologies
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to the marketplace in a timely manner. If our development efforts are not successful or are significantly delayed, companies may not incorporate our technologies into their products and our revenues may not grow and could decline.
The higher cost of products incorporating our touch-enabling technologies may inhibit or prevent their widespread adoption.
Mobile devices, tablets, touchscreens, personal computer and console gaming peripherals, and automotive, medical, and industrial controls incorporating our touch-enabling technologies can be more expensive than similar competitive products that are not touch-enabled. Although many OEMs have licensed our technologies, there is generally no commitment on their part to use our technologies in their devices. The greater expense of development and production of products containing our touch-enabling technologies, together with the higher price to the end customer, may be a significant barrier to their widespread adoption and sale.
If we are unable to develop open source compliant products, our ability to license our technologies and generate revenues would be impaired.
We have seen, and believe that we will continue to see, an increase in customers requesting that we develop products that will operate in an “open source” environment. Developing open source compliant products without imperiling the IP rights upon which our licensing business depends may prove difficult under certain circumstances, thereby placing us at a competitive disadvantage for new product designs. Some of our proprietary technologies incorporate open source software that may be subject to open source licenses. These open source licenses may require that source code subject to the license be released or made available to the public. Such open source licenses may mandate that software developed based on source code that is subject to the open source license, or combined in specific ways with such open source software, become subject to the open source license. We take steps to ensure that proprietary software we do not wish to disclose is not combined with, or does not incorporate, open source software in ways that would require such proprietary software to be subject to an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. We often take steps to disclose source code for which disclosure is required under an open source license, but it is possible that we have made or will make mistakes in doing so, which could negatively impact our brand or our adoption in the community, or could expose us to additional liability. In addition, we rely on multiple software programmers to design our proprietary products and technologies. Although we take steps to ensure that our programmers (both internal and outsourced) do not include open source software in products and technologies we intend to keep proprietary, we cannot be certain that open source software is not incorporated into products and technologies we intend to keep proprietary. In the event that portions of our proprietary technology are determined to be subject to an open source license, or are intentionally released under an open source license, we could be required to publicly release the relevant portions of our source code, which could reduce or eliminate our ability to commercialize our products and technologies. As a result, our revenues may not grow and could decline.
The uncertain economic environment could reduce our revenues and could have an adverse effect on our financial condition and results of operations.
The current global economic conditions and political climate could materially hurt our business in a number of ways, including longer sales and renewal cycles, exchange rate volatility, delays in adoption of our products or technologies or those of our customers, increased risk of competition, higher overhead costs as a percentage of revenue, delays in signing or failing to sign customer agreements or signing customer agreements with reduced royalty rates. In addition, our customers, potential customers, and business partners would likely face similar challenges, which could materially and adversely affect the level of business they conduct with us or the sales volume of products that include our technology.
We might be unable to retain or recruit necessary personnel, which could slow the development and deployment of our technologies.
Our technologies are complex, and we rely upon the continued service of our existing personnel to support licensees, enhance existing technologies, and develop new technologies. Accordingly, our ability to develop and deploy our technologies and to sustain our revenue growth depends upon the continued service of our management and other key personnel, many of whom would be difficult to replace. Furthermore, we believe that there are a limited number of engineering and technical personnel that are experienced in haptics. Management and other key employees may voluntarily terminate their employment with us at any time without notice. The loss of management or key personnel could delay product development cycles or otherwise harm our business.
We believe that our future success will also depend largely on our ability to attract, integrate, and retain sales, support, marketing, and research and development personnel. Competition for such personnel is intense, and we may not be successful in attracting, integrating, and retaining such personnel. Given the protracted nature of, if, how, and when we collect royalties on new design contracts, it may be difficult to craft compensation plans that will attract and retain the level of salesmanship needed to secure these contracts. Additionally, some of our executive officers and key employees hold stock options with exercise prices that may be above the current market price of our common stock or that are largely vested. Each of these factors may impair our ability to retain the services of our executive officers and key employees.
17
If we do not achieve increased tax benefits as a result of our recently implemented corporate restructuring, our financial condition and operating results could be adversely affected.
We have recently completed a reorganization of our corporate organization. The purpose of this reorganization was to more closely align our corporate structure with the international nature of our business activities. This corporate restructuring activity is anticipated to allow us to reduce our overall effective tax rate through changes in how we develop and use our intellectual property and the structure of our international sales operations, including by entering into transfer-pricing arrangements that establish transfer prices for our intercompany transactions.
There can be no assurance that the taxing authorities of the jurisdictions in which we operate or to which we are otherwise deemed to have sufficient tax nexus will not challenge the restructuring or the tax position that we take. In addition, future changes to U.S. or non-U.S. tax laws, including legislation to reform U.S. or other countries' taxation of international business activities, could negatively impact the anticipated tax benefits of the restructuring.
Any benefits to our tax rate will also depend on our ability to operate our business in a manner consistent with the reorganization of our corporate organization and applicable taxing provisions, as well as on our achieving our forecasted revenue growth rates. If the intended tax treatment is not accepted by the applicable taxing authorities, changes in tax law negatively impact the structure or we do not operate our business consistent with the intended reorganization and applicable tax provisions, we may fail to achieve the financial efficiencies that we anticipate as a result of the reorganization and our future operating results and financial condition may be negatively impacted.
Product liability claims could be time-consuming and costly to defend and could expose us to loss.
Our products or our licensees’ products may have flaws or other defects that may lead to personal or other injury claims. If products that we or our licensees sell cause personal injury, property damage, financial loss, or other injury to our or our licensees’ customers, the customers or our licensees may seek damages or other recovery from us. In addition, even though we have transitioned from the medical products line of business, we could face product liability claims for products that we have sold or that our successors have sold or may sell in the future. Defending any claims against us, regardless of merit, would be time-consuming, expensive, and distracting to management, and could result in damages and injure our reputation, the reputation of our technology, services, or products, or the reputation of our licensees or their products. This damage could limit the market for our and our licensees’ products and harm our results of operations. In addition, if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business, operating results and financial condition could be adversely affected.
In the past, manufacturers of peripheral products, including certain gaming products such as joysticks, wheels, or gamepads, have been subject to claims alleging that use of their products has caused or contributed to various types of repetitive stress injuries, including carpal tunnel syndrome. While we have not experienced any product liability claims to date, we could face such claims in the future, which could harm our business and reputation. Although our license agreements typically contain provisions designed to limit our exposure to product liability claims, existing or future laws or unfavorable judicial decisions could limit or invalidate the provisions.
Our technologies are complex and may contain undetected errors, which could harm our reputation and future sales.
Any failure to provide high quality and reliable technologies, whether caused by our own failure or failures of our suppliers or customers, could damage our reputation and reduce demand for our technologies. Our technologies have in the past contained, and may in the future contain, undetected errors or defects. Some errors in our technologies may only be discovered after a customer’s product incorporating our technologies has been shipped to customers. Any errors or defects discovered in our technologies after commercial release could result in product recalls, loss of revenue, loss of customers, and increased service and warranty costs, any of which could adversely affect our business.
Our customers may have difficulties obtaining the components necessary to manufacture haptic-based products, which could harm our business and results of operations.
In order to manufacture haptic-based products, our OEM customers require components such as actuators and amplifiers. The inability of suppliers to deliver adequate supplies of these components could disrupt our OEM customers’ production processes, which would harm our business and results of operations. In addition, if our OEM customers choose to use lower quality actuators as a cost-saving measure, the technical performance of our software may be adversely affected which could also harm our business and results of operations. Certain of our newer products require new types of components that we expect will be developed and sold by our ecosystem partners. Failure of our ecosystem partners to bring these products to market in a timely and quality fashion at attractive prices may negatively affect our ability to secure customers for these newer products which could harm our business and results of operations. Component suppliers to customers could also be affected by natural disasters and other similar events, including losses due to earthquakes.
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Catastrophic events, such as natural disasters, war, and acts of terrorism could disrupt the business of our customers, which could harm our business and results of operations.
The production processes and operations of our customers are susceptible to the occurrence of catastrophic events, such as natural disasters, war, and acts of terrorism, all of which are outside of our control. Any such events could cause a serious business disruption to our customers’ ability to manufacture, distribute and sell products incorporating our touch-enabling technologies, which may adversely affect our business and results of operation.
If our facilities were to experience catastrophic loss, our operations would be seriously harmed.
Our facilities could be subject to a catastrophic loss such as fire, flood, earthquake, power outage, or terrorist activity. A substantial portion of our research and development activities, our corporate headquarters, and other critical business operations are located near major earthquake faults in San Jose, California, an area with a history of seismic events. An earthquake at or near our facilities could disrupt our operations and result in large expenses to repair and replace the facility. While we believe that we maintain insurance sufficient to cover most long-term potential losses at our facilities, our existing insurance may not be adequate for all possible losses including losses due to earthquakes.
If we fail to establish and maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which would adversely affect our consolidated operating results, our ability to operate our business and our stock price.
We have in the past had material weaknesses in our internal control over financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Any failure on our part to remedy identified material weaknesses, or any additional delays or errors in our financial reporting controls or procedures, could cause our financial reporting to be unreliable and could have a material adverse effect on our business, results of operations, or financial condition and could have a substantial adverse impact on the trading price of our common stock.
We do not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected.
The nature of some of our products may also subject us to export control regulation by the U.S. Department of State and the Department of Commerce. Violations of these regulations can result in monetary penalties and denial of export privileges.
Our sales to customers or sales by our customers to their end customers in some areas outside the United States could be subject to government export regulations or restrictions that prohibit us or our licensees from selling to customers in some countries or that require us or our licensees to obtain licenses or approvals to export such products internationally. Delays or denial of the grant of any required license or approval, or changes to the regulations, could make it difficult or impossible to make sales to foreign customers in some countries and could adversely affect our revenue. In addition, we could be subject to fines and penalties for violation of these export regulations if we were found in violation. Such violation could result in penalties, including prohibiting us from exporting our products to one or more countries, and could materially and adversely affect our business.
Investment Risks
Our quarterly revenues and operating results are volatile, and if our future results are below the expectations of public market analysts or investors, the price of our common stock is likely to decline.
Our revenues and operating results are likely to vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control and any of which could cause the price of our common stock to decline.
These factors include:
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the establishment or loss of licensing relationships;
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the timing and recognition of payments under fixed and/or up-front license agreements, as well as other multi-element arrangements;
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seasonality in the demand for our technologies or products or our licensees’ products;
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the timing of our expenses, including costs related to litigation, stock-based awards, acquisitions of technologies, or businesses;
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developments in and costs of pursuing or settling any pending litigation;
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the timing of introductions and market acceptance of new technologies and products and product enhancements by us, our licensees, our competitors, or their competitors;
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the timing of work performed under development agreements; and
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errors in our licensees’ royalty reports, and corrections and true-ups to royalty payments and royalty rates from prior periods.
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Changes in financial accounting standards, policies or practices may have adverse, unexpected financial reporting implications and affect our reported results of operations.
A change in accounting standards, policies, or practices, such as the new revenue accounting standard that will become effective for us in our fiscal year ending December 31, 2018, Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers: Topic 606”, can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
Our business is subject to changing regulations regarding corporate governance and other compliance areas that will increase both our costs and the risk of noncompliance.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, and the rules and regulations of The NASDAQ Stock Market. The requirements of these and other rules and regulations have increased and we expect will continue to increase our legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly, and may also place undue strain on our personnel, systems and resources.
Our stock price may fluctuate regardless of our performance.
The stock market has experienced extreme volatility that often has been unrelated or disproportionate to the performance of particular companies. These market fluctuations may cause our stock price to decline regardless of our performance. The market price of our common stock has been, and in the future could be, significantly affected by factors such as: actual or anticipated fluctuations in operating results; announcements of technical innovations; announcements regarding litigation in which we are involved; the acquisition or loss of customers; changes by game console manufacturers to not include touch-enabling capabilities in their products; new products or new contracts; sales or the perception in the market of possible sales of large number of shares of our common stock by insiders or others; stock repurchase activity; changes in securities analysts’ recommendations; personnel changes; changing circumstances regarding competitors or their customers; governmental regulatory action or inaction; developments with respect to patents or proprietary rights; inclusion in or exclusion from various stock indices; and general market conditions. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has been initiated against that company.
Our stock repurchase program could affect our stock price and add volatility.
Any repurchases pursuant to our stock repurchase program could affect our stock price and add volatility. There can be no assurance that any repurchases will continue to be made under the program, nor is there any assurance that a sufficient number of shares of our common stock will be repurchased to satisfy the market’s expectations. Furthermore, there can be no assurance that any repurchases conducted under the plan will be made at the best possible price. The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, we are permitted to and could discontinue our stock repurchase program at any time and any such discontinuation could cause the market price of our stock to decline.
Provisions in our charter documents and Delaware law could prevent or delay a change in control, which could reduce the market price of our common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our board of directors or management, including the following:
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our board of directors is classified into three classes of directors with staggered three-year terms;
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only our chairperson of the board of directors, a majority of our board of directors or 10% or greater stockholders are authorized to call a special meeting of stockholders;
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our stockholders can only take action at a meeting of stockholders and not by written consent;
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vacancies on our board of directors can be filled only by our board of directors and not by our stockholders;
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our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and
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advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
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In addition, certain provisions of Delaware law may discourage, delay, or prevent someone from acquiring or merging with us. These provisions could limit the price that investors might be willing to pay in the future for shares.
We may engage in acquisitions that could dilute stockholders’ interests, divert management attention, or cause integration problems.
As part of our business strategy, we have in the past and may in the future, acquire businesses or IP that we feel could complement our business, enhance our technical capabilities, or increase our IP portfolio. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.
If we consummate acquisitions through the issuance of our securities, our stockholders could suffer significant dilution. Acquisitions could also create risks for us, including:
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unanticipated costs associated with the acquisitions;
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use of substantial portions of our available cash to consummate the acquisitions;
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diversion of management’s attention from other business concerns;
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difficulties in assimilation of acquired personnel or operations;
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failure to realize the anticipated benefits of acquired IP or other assets;
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charges associated with amortization of acquired assets or potential charges for write-down of assets or goodwill associated with unsuccessful acquisitions;
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potential IP infringement or other claims related to acquired businesses, assets, product lines, or technologies; and
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potential costs associated with failed acquisition efforts.
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Any acquisitions, even if successfully completed, might not generate significant additional revenue or provide any benefit to our business.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
We lease a facility in San Jose, California of approximately 42,000 square feet, which serves as our corporate headquarters and includes our sales, marketing, administration, and research and development functions. The lease for this facility expires in April 2023 and we have an option to renew through April 2028.
We lease a facility in Montreal, Quebec, Canada of approximately 10,000 square feet, for our subsidiary, Immersion Canada Corporation. The facility is used for research and development and administration functions. The lease for this property expires in December 2018.
We also lease office space in Seocho-gu, Seoul, Korea; Shanghai, China; Beijing, China; Zhonghe City, Taipei, Taiwan; Tokyo, Japan; Mriehel, Birkirkara, Malta; and Dublin, Ireland.
We believe that our existing facilities are adequate to meet our current needs.
Item 3.
Legal Proceedings
Immersion Corporation vs. Apple, Inc., AT&T Inc., and AT&T Mobility LLC
On February 11, 2016, we filed a complaint against Apple, Inc. ("Apple"), AT&T, Inc. ("AT&T"), and AT&T Mobility LLC ("AT&T Mobility") with the U.S. International Trade Commission (the “ITC”) and a complaint against Apple, AT&T and AT&T Mobility in the U.S. District Court for the District of Delaware alleging that the Apple iPhone 6, iPhone 6 Plus, iPhone 6s, iPhone 6s Plus, Apple Watch, Apple Watch Sport and Apple Watch Edition infringe certain of our patents that cover haptic feedback systems and methods.
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In the ITC complaint, we are seeking an exclusion order preventing the importation, sale for importation, and sale after importation of infringing Apple devices into the United States by the defendants and appropriate cease and desist orders. In the U.S. District Court suit, we are alleging infringement of the same patents and are seeking to stop further infringement by the defendants, and to recover damages.
The complaints assert infringement by the Apple iPhone 6, Apple iPhone 6 Plus, Apple iPhone 6s, Apple iPhone 6s Plus, Apple Watch, Apple Watch Sport and Apple Watch Edition of the following two Immersion patents:
U.S. Patent No. 8,619,051: "Haptic Feedback System with Stored Effects"
U.S. Patent No. 8,773,356: "Method and Apparatus for Providing Tactile Sensations"
The complaints also assert infringement by the iPhone 6s and iPhone 6s Plus of the following Immersion patent:
U.S. Patent No. 8,659,571: "Interactivity Model for Shared Feedback on Mobile Devices"
Although we believe we have strong claims, this litigation is at its early stages and the outcome of litigation is inherently uncertain. Furthermore, Apple and AT&T have significant resources and therefore, this litigation could be protracted.
Immersion Corporation vs. Motorola Mobility, Inc., Motorola Mobility Holdings, Inc., HTC Corporation, HTC America Holding, Inc., HTC America, Inc., HTC (B.V.I.) Corporation, Exedea, Inc., Brightstar Corporation, and Brightpoint, Inc.
On February 7, 2012, we filed a complaint against Motorola with the U.S. International Trade Commission (the “ITC”) alleging that certain Motorola mobile electronic devices, including smartphones and cellular phones, infringe six of our patents that cover various uses of haptic effects in connection with touchscreens (the “ITC Complaint”). We amended the ITC Complaint on March 2, 2012 to add the following parties: HTC Corporation, HTC America Holding, Inc., HTC America, Inc., HTC (B.V.I.) Corporation, Exedea, Inc., Brightstar Corporation and Brightpoint, Inc. We subsequently withdrew HTC America Holding, Inc., HTC (B.V.I.) Corporation, Exedea, Brightstar, and Brightpoint from the ITC Complaint. The ITC instituted an investigation against Motorola Mobility, Inc., Motorola Mobility Holdings, Inc., HTC Corporation, and HTC America, Inc. on April 2, 2012.
On March 2, 2012, we filed a complaint against HTC Corporation, HTC America Holding, Inc., HTC America, Inc., HTC (B.V.I.) Corporation, Exedea, Inc., Brightstar Corporation and Brightpoint, Inc. (collectively, “HTC”) in the U.S. District Court for the District of Delaware (the “HTC Delaware Complaint”) alleging that certain of HTC’s mobile electronic devices, including smartphones and cellular phones, infringed six of our patents that cover various uses of haptic effects. The HTC Delaware Complaint covered the same patents as the ITC Complaint. The HTC Delaware Complaint sought damages and injunctive relief. The parties stipulated to stay the case pending the completion of the ITC investigation.
The HTC Delaware Complaint asserted infringement of the following patents:
U.S. Patent No 6,429,846 (the ‘846 patent): “Haptic Feedback for Touchpads and Other Touch Controls”
U.S. Patent No 7,969,288 (the ‘288 patent): “Force Feedback System Including Multi-Tasking Graphical Host Environment and Interface Device”
U.S. Patent No 7,982,720 (the ‘720 patent): “Haptic Feedback for Touchpads and Other Touch Controls”
U.S. Patent No 8,031,181 (the ‘181 patent): “Haptic Feedback for Touchpads and Other Touch Controls”
U.S. Patent No 8,059,105 (the ‘105 patent): “Haptic Feedback for Touchpads and Other Touch Controls”
HTC asserted that the patents are not infringed, are invalid, and are unenforceable.
On November 21, 2012, we entered into a confidential settlement agreement with Motorola. On January 15, 2013, the Administrative Law Judge issued an Initial Determination terminating the ITC investigation as to Motorola. On March 15, 2013, we dismissed the Motorola Delaware Complaint.
On March 12, 2013, we filed motions to suspend the procedural schedule and to terminate the ITC investigation against HTC. The Administrative Law Judge issued an order granting the motion to suspend the procedural schedule on March 19, 2013 and issued an Initial Determination terminating the ITC investigation as to HTC on March 27, 2013. The decision became final on April 26, 2013.
We requested that the U.S. District Court for the District of Delaware re-open the case against HTC filed in that Court, and the case was reopened on May 1, 2013. We filed an amended complaint on May 3, 2013. HTC answered the amended complaint on June 28, 2013, stating affirmative defenses of (1) non-infringement, (2) invalidity, (3) prosecution history estoppel, (4) equitable estoppel, exhaustion, license, and/or waiver, (5) intervening rights, (6) unclean hands, (7) patent misuse, (8) inequitable conduct
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based on ’720 patent reexamination, (9) inequitable conduct (’846 patent family), (10) inequitable conduct (’288 patent), (11) double patenting, (12) failure to comply with 35 U.S.C. § 120, and (13) failure to mark / failure to mitigate.
On October 3, 2014, HTC filed five motions with the Court: (1) motion to exclude the testimony of Immersion’s damages expert; (2) motion for partial summary judgment shortening the damages period for U.S. Patent Nos. 7,969,288; 7,982,720, and 8,031,18; (3) motion for summary judgment of invalidity of U.S. Patent Nos. 8,059,105; 8,031,181; and 7,982,720; (4) motion for summary judgment of non-infringement of U.S. Patent No. 7,969,288, and; (5) motion for summary judgment of non-infringement of U.S. Patent Nos. 6,429,846; 7,982,720; 8,031,181; and 8,059,105. A hearing on claim construction and the latter three motions was held on November 25, 2014. A hearing on the first motion was held on January 30, 2015. On February 11, 2015, the Court issued rulings on claim construction and on four of HTC’s five motions. The Court denied the motion for summary judgment of non-infringement of the ’288 patent (because the Court found the ’720 and ’181 patents invalid as anticipated, it did not address HTC’s arguments with regard to these patents); granted in part the motion for summary judgment of non-infringement of the ’846, ’720, ’181, and ’105 patents, finding that the HTC’s products do not literally infringe the ’846, and ’105 patents; and granted the motions for partial summary judgment shortening the damages period of the ’288 patent, and for summary judgment of invalidity of the ’105, ’181, and ’720 patents. On February 24, 2015 the Court denied in part and granted in part the first motion, ruling that our damages expert may testify about reasonable royalties but not about lost profits.
Trial was scheduled to begin on March 23, 2015. On March 23, 2015, we announced that we agreed to enter into a settlement and license agreement with HTC, resolving the patent infringement litigation, but preserving our right to appeal the invalidity ruling affecting three of our patents. Under the settlement and license agreement, HTC will pay an undisclosed amount of compensation for prior shipments of its devices containing Basic Haptics and an additional undisclosed amount of compensation for a license to continue to manufacture and sell devices with Basic Haptics. On March 31, 2015 the Court entered a Final Judgment providing that HTC does not infringe the ‘105, ‘181, and ‘720 patents solely because the Court ordered that HTC prevailed on its affirmative defense of invalidity, and dismissing our claims of infringement of the ‘846 and ‘288 patents pursuant to the settlement and license agreement. On April 21, 2015, we filed a Notice of Appeal to the United States Court of Appeals for the Federal Circuit. The appeal has been docketed as Case No. 15-1574.
In the U.S. Patent Office, HTC filed requests for ex-parte reexamination of three of our patents: the ‘288, ‘999, and ‘720 patents. Reexamination of the ’288 patent was requested on July 30, 2012. The U.S. Patent Office granted the request on October 24, 2012. Reexamination of the ’999 patent was requested on September 6, 2012. The U.S. Patent Office granted the request on November 26, 2012. Reexamination of the ’720 patent was requested on September 10, 2012. The U.S. Patent Office granted the request on November 28, 2012. On July 24, 2013, the U.S. Patent Office issued a Reexamination Certificate for the ’999 patent, after certain claims were cancelled and other claims were amended. On February 18, 2014, the U.S. Patent Office issued a Reexamination Certificate for the ’720 patent after certain claims were cancelled and other claims were amended. On February 10, 2014 the U.S. Patent Office issued a Reexamination Certificate for the ‘288 patent after certain claims were cancelled and claim 18 was amended.
We cannot predict the ultimate outcome of the above-mentioned federal actions, and we are unable to estimate any potential liability we may incur.
Item 4.
Mine Safety Disclosures
Not applicable.
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Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the Nasdaq Global Market under the symbol “IMMR.” The following table sets forth, for the periods indicated, the high and low sales prices for our common stock on such market.
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Low
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Fiscal year ended December 31, 2015
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Fourth Quarter
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$
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14.45
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$
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10.71
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Third Quarter
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$
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13.90
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$
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10.37
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Second Quarter
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$
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13.03
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$
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8.87
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First Quarter
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$
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10.32
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$
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7.72
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Fiscal year ended December 31, 2014
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Fourth Quarter
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$
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9.62
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$
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7.20
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Third Quarter
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$
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14.72
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$
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8.51
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Second Quarter
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$
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12.79
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$
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10.00
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First Quarter
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$
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12.60
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$
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9.69
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On
February 18, 2016
, the closing price was $8.01 per share and there were 88 holders of record of our common stock. Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future. We currently intend to retain any earnings to fund future growth, product development, and operations.
Company Stock Performance Graph
The information contained in the Performance Graph shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, as amended, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act, as amended, or the Exchange Act.
The graph below depicts a five-year comparison of cumulative total shareholder returns for Immersion common stock, the NASDAQ Composite Index, and the RDG Technology Composite Index. The graph assumes an investment of $100 for the five-year period commencing on December 31,
2010
and ending on December 31,
2015
, in Immersion’s common stock, and in the NASDAQ Composite and the RDG Technology Composite indices, and reinvestment of dividends, if any.
The comparison below is based on historical data, and Immersion cautions that the stock price performance shown in the graph is not indicative of, nor intended to forecast, the potential future performance of Immersion’s common stock. Information used in the graph was obtained from a source believed to be reliable, but Immersion is not responsible for any errors or omissions in such information.
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December 31,
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2012
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2015
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Immersion Corporation
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$
|
100
|
|
$
|
77
|
|
$
|
102
|
|
$
|
155
|
|
$
|
141
|
|
$
|
174
|
|
|||||
|
NASDAQ Composite
|
100
|
|
101
|
|
117
|
|
166
|
|
189
|
|
200
|
|
|||||||||||
|
RDG Technology Composite
|
100
|
|
101
|
|
115
|
|
153
|
|
178
|
|
181
|
|
|||||||||||
Securities Authorized for Issuance under Equity Compensation Plans
The information concerning our equity compensation plans is incorporated by reference herein to Note 9 to the notes to our consolidated financial statements.
25
Item 6.
Selected Financial Data
The following selected consolidated financial data is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data for each of the years ended December 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements, and accompanying notes, included in this Annual Report on Form 10-K. The selected consolidated statement of operations data for each of the years ended December 31, 2012 and 2011 and the consolidated balance sheet data as of December 31, 2013, 2012 and 2011 are derived from our audited consolidated financial statements which are not included in this report.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
|
|||||||||||||||||||
|
Revenues
|
$
|
63,393
|
|
$
|
52,937
|
|
$
|
47,470
|
|
$
|
32,169
|
|
$
|
30,635
|
|
||||
|
Costs and expenses
|
58,674
|
|
46,970
|
|
43,866
|
|
38,897
|
|
32,514
|
|
|||||||||
|
Operating income (loss)
|
4,719
|
|
5,967
|
|
3,604
|
|
(6,728
|
)
|
(1,879
|
)
|
|||||||||
|
Income tax benefit (provision) from continuing operations
|
(1,591
|
)
|
(2,196
|
)
|
36,483
|
|
(792
|
)
|
(1,816
|
)
|
|||||||||
|
Income (loss) from continuing operations
|
2,858
|
|
4,123
|
|
40,155
|
|
(7,350
|
)
|
(3,491
|
)
|
|||||||||
|
Gain from discontinued operations (net of tax)
|
—
|
|
—
|
|
—
|
|
153
|
|
61
|
|
|||||||||
|
Net income (loss)
|
2,858
|
|
4,123
|
|
40,155
|
|
(7,197
|
)
|
(3,430
|
)
|
|||||||||
|
Basic net income (loss) per share:
|
|||||||||||||||||||
|
Continuing operations
|
$
|
0.10
|
|
$
|
0.15
|
|
$
|
1.42
|
|
$
|
(0.27
|
)
|
$
|
(0.12
|
)
|
||||
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
0.01
|
|
—
|
|
|||||||||
|
Total
|
$
|
0.10
|
|
$
|
0.15
|
|
$
|
1.42
|
|
$
|
(0.26
|
)
|
$
|
(0.12
|
)
|
||||
|
Shares used in calculating basic net income (loss) per share
|
28,097
|
|
28,246
|
|
28,190
|
|
27,735
|
|
28,564
|
|
|||||||||
|
Diluted net income (loss) per share:
|
|||||||||||||||||||
|
Continuing operations
|
$
|
0.10
|
|
$
|
0.14
|
|
$
|
1.37
|
|
$
|
(0.27
|
)
|
$
|
(0.12
|
)
|
||||
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
0.01
|
|
—
|
|
|||||||||
|
Total
|
$
|
0.10
|
|
$
|
0.14
|
|
$
|
1.37
|
|
$
|
(0.26
|
)
|
$
|
(0.12
|
)
|
||||
|
Shares used in calculating diluted net income (loss) per share
|
29,015
|
|
29,144
|
|
29,338
|
|
27,735
|
|
28,564
|
|
|||||||||
|
|
December 31,
|
||||||||||||||||||
|
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
CONSOLIDATED BALANCE SHEET DATA:
|
|||||||||||||||||||
|
Cash, cash equivalents, and short-term investments
|
$
|
64,931
|
|
$
|
57,361
|
|
$
|
71,112
|
|
$
|
43,546
|
|
$
|
56,285
|
|
||||
|
Working capital
|
53,749
|
|
58,025
|
|
64,249
|
|
38,378
|
|
49,245
|
|
|||||||||
|
Total assets
|
105,415
|
|
97,521
|
|
110,575
|
|
48,011
|
|
60,794
|
|
|||||||||
|
Total stockholders’ equity
|
86,615
|
|
76,603
|
|
80,671
|
|
29,278
|
|
37,891
|
|
|||||||||
26
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act, as amended. The forward-looking statements involve risks and uncertainties. Forward-looking statements are frequently identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “will,” and other similar expressions. However, these words are not the only way we identify forward-looking statements. In addition, any statements, which refer to expectations, projections, or other characterizations of future events or circumstances, are forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those set forth in Item 1A, “Risk Factors,” those described elsewhere in this report, and those described in our other reports filed with the SEC. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to release the results of any revisions to these forward-looking statements that could occur after the filing of this report.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation, short-term investments, patents and intangible assets, income taxes, contingencies, and litigation. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions.
We believe the following are our most critical accounting policies as they require our significant judgments and estimates in the preparation of our consolidated financial statements:
Revenue Recognition
We recognize revenues in accordance with applicable accounting standards, including Accounting Standards Codification (“ASC”) 605-10-S99, “Revenue Recognition” (“ASC 605-10-S99”); ASC 605-25, “Multiple Element Arrangements” (“ASC 605-25”); and ASC 985-605, “Software-Revenue Recognition” (“ASC 985-605”). We derive our revenues from two principal sources: royalty and license fees, and development contract and service fees. As described below, management judgments and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period based on the judgments and estimates made by our management. Specifically, in connection with each transaction, we must evaluate whether: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, and (iv) collectibility is probable. We apply these criteria as discussed below.
|
•
|
Persuasive evidence of an arrangement exists
. For a license arrangement, we require a written contract, signed by both the customer and us.
|
|
•
|
Delivery has occurred
. We deliver software to our customers physically and also electronically. For electronic deliveries, delivery occurs when we provide the customer access codes or “keys” that allow the customer to take immediate possession of the software.
|
|
•
|
The fee is fixed or determinable
. Our arrangement fee is based on the use of standard payment terms which are those that are generally offered to the majority of customers. For transactions involving extended payment terms, we deem these fees not to be fixed or determinable for revenue recognition purposes and revenue is deferred until the fees become due and payable.
|
|
•
|
Collectibility is probable.
To recognize revenue, we must judge collectibility of fees, which we do on a customer-by-customer basis pursuant to our credit review policy. We typically sell to customers with whom we have a history of successful collection. For new customers, we evaluate the customer’s financial condition and ability to pay. If we determine that collectibility is not probable based upon our credit review process or the customer’s payment history, we recognize revenue when payment is received.
|
Royalty and license revenue
— We license our patents and software to customers in a variety of industries such as mobility, gaming, automotive, and medical devices. Certain of these are variable fee arrangements where the royalties earned by us are based on unit or sales volumes of the respective licensees. We also enter into fixed license fee arrangements. The terms of the royalty agreements generally require licensees to give notification of royalties due to us within 30 – 45 days of the end of the
27
quarter during which their related sales occur. As we are unable to reliably estimate the licensees’ sales in any given quarter to determine the royalties due to us, we recognize royalty revenues based on royalties reported by licensees and when all revenue recognition criteria are met. Certain royalties are based upon customer shipments or revenues and could be subject to change and may result in out of period adjustments. We recognize fixed license fee revenue for licenses when earned under the terms of the agreements, which generally results in recognition on a straight-line basis over the expected term of the license.
Development, services, and other revenue
— Development, services, and other revenue are composed of engineering services (engineering services and/or development contracts), and in limited cases, post contract customer support (“PCS”). Engineering services revenues are recognized under the proportional performance accounting method based on physical completion of the work to be performed or completed performance method. A provision for losses on contracts is made, if necessary, in the period in which the loss becomes probable and can be reasonably estimated. Revisions in estimates are reflected in the period in which the conditions become known. To date, such losses have not been significant. Revenue from PCS is typically recognized over the period of the ongoing obligation, which is generally consistent with the contractual term.
Multiple element arrangements —
We enter into multiple element arrangements in which customers purchase time-based non-exclusive licenses that cannot be resold to others, which include a combination of software and/or IP licenses, engineering services, and in limited cases PCS. For arrangements that are software based and include software and engineering services, the services are generally not essential to the functionality of the software, and customers may purchase engineering services to facilitate the adoption of our technology, but they may also decide to use their own resources or appoint other engineering service organizations to perform these services. For arrangements that are in substance subscription arrangements, the entire arrangement fee is recognized ratably over the contract term, subject to any limitations related to extended payment terms. For arrangements involving upfront fees for services and royalties earned by us based on unit or sales volumes of the respective licensees, and the services are performed ratably over the arrangement or are front-end loaded, the upfront fees are recognized ratably over the contract term and royalties based on unit or sales volume are recognized when they become fixed and determinable. As we are unable to reliably estimate the licensees’ sales in any given quarter to determine the royalties due to us, we recognize per unit or sales volume driven royalty revenues based on royalties reported by licensees and when all revenue recognition criteria are met.
Stock-based Compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.
Valuation and amortization methods
— We use the Black-Scholes-Merton option pricing model (“Black-Scholes model”), single-option approach to determine the fair value of standard stock options and Employee Stock Purchase Plan (“ESPP”) shares. All share-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. We estimate future forfeitures at the date of grant and revise the estimates if necessary, in subsequent periods if actual forfeitures differ from these estimates. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include actual and projected employee stock option exercise behaviors that impact the expected term, our expected stock price volatility over the term of the awards, risk-free interest rate, and expected dividends.
We use the Monte-Carlo Simulation model to value our stock options with a market condition. Valuation techniques such as the Monte-Carlo Simulation model have been developed to value path-dependent awards. The Monte-Carlo Simulation model is a generally accepted statistical technique used, in this instance, to simulate a range of our future stock prices.
The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants and ESPP shares. Existing valuation models, including the Black-Scholes model and the Monte-Carlo Simulation, may not provide reliable measures of the fair values of our stock-based compensation. Consequently, there is a risk that our estimates of the fair values of our stock-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination, or forfeiture of those stock-based payments in the future. Certain stock-based payments, such as employee stock options, may expire and be worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that are significantly higher than the fair values originally estimated on the grant date and reported in our financial statements. There currently is no market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.
If factors change and we employ different assumptions for estimating stock-based compensation expense in future periods, or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating results.
28
See Note 9 to the consolidated financial statements for further information regarding stock-based compensation.
Accounting for Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are reversed at such time that realization is believed to be more likely than not.
Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. Although we believe our judgments, assumptions, and estimates are reasonable, changes in tax laws or our interpretation of tax laws and any future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.
Our assumptions, judgments, and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income. Actual operating results and the underlying amount and category of income in future years could render inaccurate our current assumptions, judgments, and estimates of recoverable net deferred tax assets. Any of the assumptions, judgments, and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thus materially impacting our financial position and results of operations.
We are a United States-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Certain portions of our foreign earnings for the current fiscal year were earned by our Irish subsidiaries. In addition to providing for U.S. income taxes on earnings from the U.S., we provide for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the U.S. While we do not anticipate changing our intention regarding permanently reinvested earnings, if certain foreign earnings previously treated as permanently reinvested are repatriated, the related U.S. tax liability may be reduced by any foreign income taxes paid on these earnings but only to the extent that we generate sufficient United States based income.
Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in, our estimates related to, or our interpretation of, tax rules and regulations in the jurisdictions in which we do business, by unanticipated decreases in the amount of earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. The United States, countries in the European Union and other countries where we do business have been considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals. These potential changes could adversely affect our effective tax rates or result in other costs to us.
In November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-17 “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”) that requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. In addition, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. ASU 2015-17 is effective for reporting periods beginning after December 15, 2016 with early adoption permitted for any interim or annual periods that have not been issued. We have decided to adopt ASU 2015-17 prospectively as of December 31, 2015 and as such, prior balance sheets were not retrospectively adjusted. We believe that this change in principle will provide more useful information as deferred assets and liabilities will be classified in one area on the balance sheet, while the prior method of classifying deferred taxes separately into current and noncurrent amounts generally would not always reflect when the related temporary difference would reverse and become a taxable or deductible item. In addition, this change will reduce complexity as we will no longer need to allocate valuation allowances between current and noncurrent.
See Note 11 to the consolidated financial statements for further information concerning income taxes.
The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.
29
Results of Operations
Overview of
2015
We continued to invest in research, development, sales, and marketing in our key lines of business. Key events in the year were as follows:
|
•
|
We increased our royalty and license revenue by
19%
and our overall revenue by
20%
for the year ended December 31,
2015
compared to
2014
. The increase in royalty and license revenue was driven mainly by our mobility licensees and, to a lesser extent, by increases from our automotive, gaming, and medical licensees.
|
|
•
|
Our net income was
$2.9 million
for the year ended December 31,
2015
compared to net income of
$4.1 million
for the year ended December 31,
2014
. The decrease in net income of $1.2 million was primarily due to increased expenses of $11.7 million which primarily consisted of increased compensation, benefits, and other related costs of $7.2 million from increased headcount, increased legal and professional fees of $2.7 million, and increased consulting and outside services fees of $863,000. The impact of these increased expenses was partially offset by an increase in gross profit of $10.5 million primarily due to additional royalty and license revenue and a decrease in tax provision of $605,000. See Note 11 to the consolidated financial statements for additional information on our income taxes.
|
In
2016
, we expect royalty and license revenue, mainly from our mobility business, to be the major component of our revenue as our technology continues to be included in our licensees’ products and as we continue to execute our patent licensing program in mobility. Our gaming royalty and license revenue could be adversely impacted in 2016 by the expiration of several gaming patents in 2015. Revenue may also decrease due to timing and an uncertainty of contract renewals. IP litigation, including our pending litigation with Apple and AT&T, may cause us to expend significant financial resources in the future and may have an adverse effect on the results of our operations. Additionally, our success could be limited by various factors, including global economic conditions, foreign currency exchange rates, the timely release of our new products and our licensees’ products, continued market acceptance of our products and technology, and the introduction of new products by existing or new competitors and adverse rulings affecting our patents. For a further discussion of these and other risk factors, see Item 1A, “Risk Factors.”
The following table sets forth our consolidated statements of income data as a percentage of total revenues:
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
Revenues:
|
||||||||
|
Royalty and license
|
97.3
|
%
|
97.9
|
%
|
97.2
|
%
|
||
|
Product sales
|
—
|
|
—
|
|
0.2
|
|
||
|
Development, services, and other
|
2.7
|
|
2.1
|
|
2.6
|
|
||
|
Total revenues
|
100.0
|
|
100.0
|
|
100.0
|
|
||
|
Costs and expenses:
|
||||||||
|
Cost of revenues (exclusive of amortization of intangibles shown separately below)
|
0.7
|
|
0.9
|
|
1.0
|
|
||
|
Sales and marketing
|
23.2
|
|
20.6
|
|
19.7
|
|
||
|
Research and development
|
23.3
|
|
22.3
|
|
22.9
|
|
||
|
General and administrative
|
45.4
|
|
44.9
|
|
48.6
|
|
||
|
Amortization of intangibles
|
—
|
|
0.1
|
|
0.2
|
|
||
|
Total costs and expenses
|
92.6
|
|
88.8
|
|
92.4
|
|
||
|
Operating income
|
7.4
|
|
11.2
|
|
7.6
|
|
||
|
Interest and other income
|
0.3
|
|
1.1
|
|
0.3
|
|
||
|
Other expense
|
(0.7
|
)
|
(0.4
|
)
|
(0.2
|
)
|
||
|
Income before provision for income taxes
|
7.0
|
|
11.9
|
|
7.7
|
|
||
|
Benefit (provision) for income taxes
|
(2.5
|
)
|
(4.1
|
)
|
76.9
|
|
||
|
Net income
|
4.5
|
%
|
7.8
|
%
|
84.6
|
%
|
||
30
Revenues
|
Percent
|
Percent
|
||||||||||||||||||||||||
|
|
2015
|
Change
|
Change
|
2014
|
Change
|
Change
|
2013
|
||||||||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||||
|
Royalty and license
|
$
|
61,677
|
|
$
|
9,873
|
|
19
|
%
|
$
|
51,804
|
|
$
|
5,650
|
|
12
|
%
|
$
|
46,154
|
|
||||||
|
Product sales
|
—
|
|
—
|
|
—
|
%
|
—
|
|
(105
|
)
|
(100
|
)%
|
105
|
|
|||||||||||
|
Development, services, and other
|
1,716
|
|
583
|
|
51
|
%
|
1,133
|
|
(78
|
)
|
(6
|
)%
|
1,211
|
|
|||||||||||
|
Total revenue
|
$
|
63,393
|
|
$
|
10,456
|
|
20
|
%
|
$
|
52,937
|
|
$
|
5,467
|
|
12
|
%
|
$
|
47,470
|
|
||||||
2015
Compared to
2014
Royalty and license revenue
— Royalty and license revenue is comprised of royalties earned on sales by our licensees and license fees charged for our technology. The increase in royalty and license revenue was driven primarily by increases from our mobility licensees and, to a lesser extent, by increases from our automotive, gaming, and medical licensees.
Variable royalty revenue based on shipping volumes and per unit prices increased to $29.8 million for the year ended December 31,
2015
from $21.6 million for the year ended December 31,
2014
. The increase in 2015 variable royalty revenue was primarily due to increased volume from our mobility customers and, to a lesser extent, due to higher royalty rates and timing of revenue recognition. Fixed payment license revenue increased to $31.9 million for the year ended December 31,
2015
from $30.2 million for the year ended December 31,
2014
, mainly due to a non-recurring license fee from a completed contract of $2.0 million.
Royalty and license revenue from mobility customers increased by 23% primarily due to a non-recurring license fee from a completed contract of $2.0 million and to a lesser extent increased volume from our new and existing customers. We anticipate that our mobility business will continue to be of primary importance.
Royalty and license revenue from automotive customers increased by 53%, primarily due to our technology being incorporated in an increased volume of vehicles sold by existing licensees and to a lesser extent the timing of revenue recognition.
Royalty and license revenue from gaming customers increased by 5%, primarily due to increased sales by our licensees of products containing our technology. Revenue from gaming customers can fluctuate based upon consumer gaming preferences, the timing of introductions of new gaming console systems, the timing of new products from third party peripheral makers that are our licensees, and the recognition by gaming customers of the relevance of our IP.
Royalty and license revenue also increased by 14% for medical customers primarily due to increased sales volumes from our licensees and timing of revenue recognition; partially offset by decreased license fees.
We expect royalty and license revenue to be the major component of our future revenue as our technology continues to be included in products and as we continue our efforts to monetize our IP. We typically experience seasonally higher revenue from our gaming and mobility customers due to the reporting of holiday sales in the first calendar quarter compared to other calendar quarters. Our gaming royalty and license revenue could be adversely impacted in 2016 by the expiration of several gaming patents in 2015. Revenue may also decrease due to timing and an uncertainty of contract renewals.
Development, services, and other revenue
— Development, services, and other revenue is comprised primarily of development work, implementation support, and other contract engineering services provided to customers. Development, services, and other revenue increased mainly due to a non-recurring service fee from a completed contract of $0.6 million. We continue to focus our engineering resources on development efforts that leverage our existing sales and channel distribution capabilities. Accordingly, we do not expect development, services, and other revenue to be a significant part of total revenues in the future.
For
2015
revenues generated in North America, Europe, and Asia represented 28%, 5%, and 67%, respectively, compared to 29%, 3%, and 68%, respectively, for
2014
. The slight shift in revenues among regions was mainly due to an increase in royalty and license revenue in Asia primarily due to an increase in royalty revenue from our mobility and automotive licensees. The increase in royalty and license revenue in North America was primarily due to increased revenue from our mobility and gaming customers. The increase in royalty and license revenue in Europe was primarily due to increased revenue from our automotive, gaming, and medical customers. The increases in royalty and license revenue in Asia and North America were relatively less than the increase in Europe, resulting in the decreases in these regions as a percentage of revenues.
2014 Compared to 2013
31
Royalty and license revenue
— The increase in royalty and license revenue was driven primarily by increases from our gaming licensees and, to a lesser extent, by increases from our automotive, mobility, and medical licensees.
Variable royalty revenue based on shipping volumes and per unit prices increased to $21.6 million for the year ended December 31, 2014 from $19.5 million for the year ended December 31, 2013. The increase in 2014 variable royalty revenue was primarily from our gaming and automotive customers. This increase was partially offset by lower variable royalty revenue from our mobile customers as 2013 included approximately $2 million from the overlapping receipt of both contract completion or tail period revenue and new revenue under an agreement that expired and was subsequently renewed during 2013, an event that did not recur in 2014. Fixed payment license revenue increased to $30.2 million for the year ended December 31, 2014 from $26.7 million for the year ended December 31, 2013, due to increased license fees from gaming and mobility licensees and, to a lesser extent, by increases from our medical and automotive licensees.
Royalty and license revenue from gaming customers increased by 50%, primarily due to license fees and the sale of gaming console products, including the Sony PlayStation 4.
Royalty and license revenue from automotive customers increased by 13%, primarily due to a new customer contract in Europe, as well as our technology being incorporated in an increased volume of vehicles sold by our licensees.
Royalty and license revenue from mobility customers increased by 2%, primarily due to increased license revenue from our licensees in Asia; partially offset by the fact that 2013 revenue included approximately $2 million from the overlapping receipt of both tail period revenue and new revenue under an agreement that expired and was subsequently renewed during 2013, an event that did not recur in 2014.
Royalty and license revenue also increased by 1% for medical customers, primarily due to increased license fees, partially offset by a decreased level of sales by licensees.
For 2014 revenues generated in North America, Europe, and Asia represented 29%, 3%, and 68%, respectively, compared to 28%, 4%, and 68%, respectively, for 2013. There was no significant shift in revenues among regions as royalty and license revenues in each region increased at relatively consistent rates. The increase in royalty and license revenue in North America was primarily due to an increase in royalty and license revenue from our gaming, mobility, and medical licensees. The increase in royalty and license revenue in Europe from our automotive customers was relatively less than the overall increase in North America, resulting in a decrease in the percentage of revenue attributed to Europe as a part of total revenue.
Expenses
|
Percent
|
Percent
|
||||||||||||||||||||||||
|
2015
|
Change
|
Change
|
2014
|
Change
|
Change
|
2013
|
|||||||||||||||||||
|
|
($ in thousands)
|
($ in thousands)
|
|||||||||||||||||||||||
|
Sales and marketing
|
$
|
14,674
|
|
$
|
3,778
|
|
35
|
%
|
$
|
10,896
|
|
$
|
1,558
|
|
17
|
%
|
$
|
9,338
|
|
||||||
|
Research and development
|
14,785
|
|
2,992
|
|
25
|
%
|
11,793
|
|
910
|
|
8
|
%
|
10,883
|
|
|||||||||||
|
General and administrative
|
28,755
|
|
5,001
|
|
21
|
%
|
23,754
|
|
650
|
|
3
|
%
|
23,104
|
|
|||||||||||
|
Amortization of intangibles
|
20
|
|
(47
|
)
|
(70
|
)%
|
67
|
|
(12
|
)
|
(15
|
)%
|
79
|
|
|||||||||||
Sales and Marketing
— Our sales and marketing expenses are composed primarily of employee compensation and benefits, sales commissions, advertising, trade shows, collateral marketing materials, market development funds, travel, and an allocation of facilities costs. The increase in sales and marketing expense for
2015
as compared to
2014
was primarily due to increased compensation, benefits, and other related costs of $2.8 million, mainly due to increased headcount and benefits; increased marketing and advertising expenses of $551,000 mainly due to marketing initiatives and tradeshows; and increased consulting and outside services of $254,000 due to tradeshows and sales initiatives in 2015. We expect that sales and marketing expenses will increase in
2016
as we continue to invest in sales and marketing to further market acceptance for our touch technologies and expanding our focus on the content and media business.
The increase in sales and marketing expense for 2014 as compared to 2013 was primarily due to increased compensation, benefits, and other related costs of $1.1 million, mainly due to increased headcount and stock compensation expense; increased travel expenses of $265,000 mainly due to increased headcount and an increased number of tradeshows attended in 2014; and increased consulting and outside services expense of $260,000 due to current marketing initiatives and preparation for tradeshows.
Research and Development
— Our research and development expenses are composed primarily of employee compensation and benefits, consulting fees, tooling and supplies, and an allocation of facilities costs. The increase in research and development expenses for
2015
as compared to
2014
was primarily due to increased compensation, benefits, and other related costs of $2.1
32
million, mainly due to increased headcount and benefits; and increased consulting and outside services expense of $609,000, related to our investment in projects to continue inventing and improving our haptic technologies. We believe that continued investment in research and development is critical to our future success, and we expect to continue to make investments in areas of research and development to support future growth including our content and media business.
The increase in research and development expenses for 2014 as compared to 2013 was primarily due to increased compensation, benefits, and other related costs of $487,000, mainly due to increased headcount, benefits, and stock compensation expense; increased travel expenses of $219,000, mainly due to increased headcount; increased lab and office expense of $121,000, primarily due to increased software licenses for software development tools; and increased consulting and outside services expense of $69,000, in part related to our investment in our content and media initiative.
General and Administrative
— Our general and administrative expenses are primarily composed of employee compensation and benefits, legal and professional fees, external legal costs for patents, office supplies, travel, and an allocation of facilities costs. The increase in general and administrative expenses for
2015
as compared to
2014
was primarily due to increased legal and professional expenses of $2.7 million and increased compensation, benefits, and other related costs of $2.3 million. The increased legal and professional expenses were primarily due to increased professional services and license fee expenses of $4.3 million, partially offset by decreased litigation expenses of $1.6 million relating to ongoing and completed litigation. The increased compensation, benefits, and other related costs were mainly due to increased headcount, benefits, and stock compensation expense. Our general and administrative expenses will continue to be significant as we manage our business and strategic opportunities and continue to file, maintain, license, and enforce our IP and contractual rights, including in the current litigation against Apple, AT&T and AT&T Mobility, and defend any lawsuits brought against us or that we initiate against others to enforce our IP or contractual rights.
The increase in general and administrative expenses for 2014 as compared to 2013 was primarily due to increased legal and professional expenses of $1.7 million and increased foreign exchange transaction expense of $53,000; partially offset by decreased compensation, benefits, and other related costs of $1.1 million. The increased legal and professional expenses were primarily due to increased patent related legal costs of $1.2 million, increased other professional services and license fee expenses of $974,000, partially offset by decreased litigation expenses of $495,000 relating to ongoing and completed litigation. The decreased compensation, benefits, and other related costs were mainly due to decreased facilities overhead and other compensation costs.
Interest and Other Income
Other Expense
|
Percent
|
Percent
|
||||||||||||||||||||||||
|
2015
|
Change
|
Change
|
2014
|
Change
|
Change
|
2013
|
|||||||||||||||||||
|
|
($ in thousands)
|
($ in thousands)
|
|||||||||||||||||||||||
|
Interest and other income
|
$
|
177
|
|
$
|
(403
|
)
|
(69
|
)%
|
$
|
580
|
|
$
|
401
|
|
224
|
%
|
$
|
179
|
|
||||||
|
Other expense
|
$
|
(447
|
)
|
$
|
(219
|
)
|
96
|
%
|
$
|
(228
|
)
|
$
|
(117
|
)
|
105
|
%
|
$
|
(111
|
)
|
||||||
Interest and Other Income
— Interest and other income consists primarily of interest income from cash and cash equivalents and short-term investments, interest on notes receivable, translation exchange rate gains and other income. Interest and other income decreased in
2015
compared to
2014
and increased in 2014 compared to 2013 as a result of a non-recurring gain of $344,000 in 2014 that did not reoccur in 2015.
Other Expense
— Other expense consist primarily of translation exchange rate losses. Other expense increased in
2015
compared to
2014
and in 2014 compared to 2013 as a result of exchange rate losses from our foreign subsidiaries.
Benefit (provision) for Taxes
33
|
Percent
|
Percent
|
||||||||||||||||||||||||
|
2015
|
Change
|
Change
|
2014
|
Change
|
Change
|
2013
|
|||||||||||||||||||
|
|
($ in thousands)
|
($ in thousands)
|
|||||||||||||||||||||||
|
Benefit (provision) for income taxes
|
$
|
(1,591
|
)
|
$
|
605
|
|
(28
|
)%
|
$
|
(2,196
|
)
|
$
|
(38,679
|
)
|
(106
|
)%
|
$
|
36,483
|
|
||||||
|
Income before provision for income taxes
|
4,449
|
|
6,319
|
|
3,672
|
|
|||||||||||||||||||
|
Effective tax rate
|
35.8
|
%
|
34.8
|
%
|
(993.5
|
)%
|
|||||||||||||||||||
During the
year ended December 31, 2015
, we commenced and completed a reorganization of our international operations. The purpose of this reorganization is to more closely align our corporate structure and income tax profile with the international nature of our business activities. Steps taken to achieve the reorganization included making changes to our legal entity structure, transferring certain IP rights to one of our foreign subsidiaries, and the implementation of contractual agreements, including research and development cost-sharing arrangements, between the U.S. entity and its wholly owned foreign subsidiaries. There were no other expenses incurred, in relation to the reorganization described above, outside of those related to income taxes.
We expect that this reorganization will result in a lower percentage of pre-tax income being subject to U.S. federal statutory tax rate. However, our ability to realize the expected tax benefits of this reorganization is contingent upon numerous factors, including our ability to achieve our projected revenue and earnings both domestically and in the various countries in which the reorganization took place and the judgments of tax authorities in several jurisdictions. A change in these factors in future periods relative to our current assumptions may result in additional income tax expense being recorded in future filings.
For
2015
we recorded a provision for income taxes of
$1.6 million
yielding an effective tax rate of
35.8%
The
2015
provision includes the tax impact of nondeductible permanent items, including stock-based compensation and foreign withholding taxes, incurred for the period. The provision for income tax for
2015
also includes tax expense on intercompany profits resulting from the sale of certain IP rights to one of our foreign subsidiaries as part of the reorganization described above. The change in tax provision results primarily from the effects of the above described reorganization, including an increase to the valuation allowance against certain deferred tax assets and, to a lesser extent, the change in income before provision for income taxes for each tax jurisdiction.
In
2016
, we expect to use a
35%
tax rate to record the federal portion of our income tax provision expense, but expect there to be a limited cash impact as we will use our net operating losses and other deferred tax assets that have been carried forward to reduce taxes paid in cash. Although we expect to reduce taxes paid in cash, our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected to the extent actual earnings are lower than anticipated in countries that have lower statutory rates and higher in countries that have higher statutory rates. Based upon activity during the year ended December 31, 2015, we continue to maintain a valuation allowance of
$1.5 million
against U.S. federal deferred tax assets based on our conclusion that it was not more likely than not that they would be utilized. We also maintain a valuation allowance of
$6.6 million
against our state and certain other foreign deferred tax assets, as there was not sufficient evidence to support the release of such valuation allowance as of December 31, 2015.
For
2014
, we recorded a provision for income taxes of
$2.2 million
, yielding an effective tax rate of
34.8%
. The
2014
tax provision resulted primarily from the decrease in deferred tax assets and foreign withholding tax expense.
For
2013
, we recorded a benefit for income taxes of
$36.5 million
yielding an effective tax rate of
(993.5)%
. The
2013
tax benefit is primarily reflective of the partial release of our deferred income tax asset valuation allowance.
Prior to
December 31, 2013
, we maintained a valuation allowance against all of our deferred tax assets as a result of uncertainties regarding the realization of the asset balance due to historical losses, the variability of operating results, and limited visibility into our near term projected results. This valuation allowance was maintained since the likelihood of the realization of those assets had not become “more likely than not” based on our assessment of available evidence. We completed a full evaluation of the realizability of deferred tax assets during the fourth quarter of 2013. The process of evaluating the need to continue with a valuation allowance against deferred tax assets was highly subjective and required significant judgment at many points during the analysis. Based on our analysis and a review of all positive and negative evidence related to historical operations, future projections of taxable income which include fixed fees to be recognized under existing non-cancelable license agreements, and tax planning strategies, we determined that it was more likely than not that certain of our federal deferred tax assets would be realizable. For the year ended
December 31, 2013
, we released the valuation allowance against certain of our U.S. federal and foreign deferred
34
tax assets which resulted in a tax benefit of $36.8 million. We concluded that it was not more likely than not that certain other U.S. federal deferred tax assets would be utilized and, accordingly, maintained a valuation allowance of $1.1 million against these deferred tax assets. We also determined there was not sufficient evidence to support the release of the valuation allowance against our state and certain other foreign deferred tax assets. Accordingly, we maintained a valuation allowance of $6.0 million against these deferred tax assets.
Liquidity and Capital Resources
Our cash, cash equivalents, and short-term investments consist primarily of money market funds and U.S. treasury bills and government agency securities. All of our short-term investments are classified as available-for-sale. The securities are stated at market value, with unrealized gains and losses reported as a component of accumulated other comprehensive income, within stockholders’ equity.
As of December 31,
2015
, our cash, cash equivalents, and short-term investments totaled
$64.9 million
, an increase of
$7.5 million
from
$57.4 million
on December 31,
2014
, primarily due to cash receipts from our customers.
Cash provided by (used in) operating activities
— Net cash provided by operating activities during
2015
was
$10.0 million
compared to
$291,000
provided by operating activities in
2014
, an increase of
$9.7 million
. Cash provided by operating activities during
2015
was primarily the result of our net income of
$2.9 million
, an increase of
$9.9 million
due to a change in deferred income taxes used to reduce tax obligations, an increase of
$3.8 million
due to a change in accrued compensation and other current liabilities mainly from an increase in accruals for compensation and benefit related items, and an increase of
$1.8 million
due to a change in accounts receivable arising from the timing of invoices and cash collections. These increases were partially offset by a decrease of $7.0 million due to additional prepaid income taxes, a decrease of
$6.4 million
due to the recognition of revenue from customers that previously had been deferred, and a decrease of $1.9 million due to a change in prepaid expenses and other current assets. Cash provided by operating activities during
2015
was also affected by noncash charges of
$6.5 million
, including
$5.5 million
of noncash stock-based compensation and
$1.0 million
in depreciation and amortization.
Net cash provided by operating activities during 2014 was $291,000 compared to $21.2 million provided by operating activities in 2013, a decrease of $20.9 million. Cash provided by operating activities during 2014 was primarily the result of our net income of $4.1 million, and an increase of $1.9 million due to a change in deferred income taxes due to their use to reduce tax payments. These increases were partially offset by a decrease of $6.8 million due to the recognition of revenue from customers that previously had been deferred, a decrease of $2.4 million due to a change in accounts receivable arising from the timing of invoices and cash collections, and a decrease of $2.2 million due to a change in accrued compensation and other current liabilities mainly from a decrease in accruals for compensation and benefit related items. Cash provided by operating activities during 2014 was also affected by noncash charges of $5.9 million, including $5.3 million of noncash stock-based compensation and $567,000 in depreciation and amortization.
Cash provided by (used in) investing activities
— Net cash used in investing activities during
2015
was
$1.3 million
, compared to the
$13.3 million
provided by investing activities during
2014
, an increase in cash used of
$14.6 million
. Net cash used in investing activities during
2015
consisted of purchases of short-term investments of
$44.9 million
and purchases of property, plant, and equipment of
$4.4 million
. This was partially offset by maturities of short-term investments of
$48.0 million
. Net cash provided by investing activities during 2014 was $13.3 million, compared to the $18.2 million used in investing activities during 2013, an increase in cash provided of $31.5 million. Net cash provided by investing activities during 2014 consisted of maturities of short-term investments of $57.0 million. This was partially offset by purchases of short-term investments of $43.0 million and purchases of property, plant, and equipment of $779,000.
Cash provided by (used in) financing activities
— Net cash provided by financing activities during
2015
was
$1.9 million
compared to
$13.3 million
used in financing activities during
2014
, an increase in cash provided of
$15.2 million
. Net cash provided by financing activities during
2015
consisted primarily of exercises of stock options and the issuance of common stock under the ESPP of
$1.9 million
. Net cash used in financing activities during 2014 was $13.3 million compared to $6.6 million provided by financing activities during 2013, or a decrease in cash provided of $19.9 million. Net cash used in financing activities during 2014 consisted primarily of repurchases of common stock of $15.0 million, partially offset by the exercises of stock options and the issuance of common stock under the ESPP of $1.7 million.
We believe that our cash, cash equivalents, and short-term investments will be sufficient to meet our working capital needs for at least the next twelve months. Of our total cash, cash equivalents, and short-term investments of
$64.9 million
as of December 31,
2015
, less than 15% was held by our foreign subsidiaries and subject to repatriation tax effects. Our intent is to permanently reinvest all of our earnings from foreign operations, and current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations. We will continue to invest in, protect, and defend our extensive IP portfolio, which is expected to result in the continued use of cash. On November 1, 2007, our board of directors authorized a share repurchase program of $50 million. In addition, on October 22, 2014, our board of directors authorized another $30 million
35
under the share repurchase program. $34.4 million remains under the share repurchase program as of December 31,
2015
. We anticipate that capital expenditures for property and equipment for the year ended December 31,
2016
will be less than $1.0 million. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A, “Risk Factors.” Additionally, if we acquire businesses, patents, or technology, our cash or capital requirements could increase substantially. In the event of such an acquisition, or should any unanticipated circumstances arise that significantly increase our capital requirements, we may elect to raise additional capital through debt or equity financing. Any of these events could result in substantial dilution to our stockholders. There is no assurance that such additional capital will be available on terms acceptable to us, if at all.
Summary Disclosures about Contractual Obligations and Commercial Commitments
The following table reflects a summary of our contractual cash obligations and other commercial commitments as of
December 31, 2015
(in thousands):
|
Contractual Obligations
|
Total
|
Less Than
1 Year
|
1-3 Years
|
3-5 Years
|
More Than
5 Years
|
||||||||||||||
|
Operating Leases
|
$
|
6,557
|
|
$
|
934
|
|
$
|
1,788
|
|
$
|
1,711
|
|
$
|
2,124
|
|
||||
At
December 31, 2015
, we had a liability for unrecognized tax benefits totaling
$6.3 million
including interest of
$82,000
, of which approximately
$407,000
could be payable in cash. We did not have any other significant non-cancellable purchase commitments as of December 31,
2015
.
Recent Accounting Pronouncements
See Note 1 to the consolidated financial statements for information regarding the effect of new accounting pronouncements on our financial statements.
We are exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. Changes in these factors may cause fluctuations in our earnings and cash flows. We evaluate and manage the exposure to these market risks as follows:
Cash Equivalents and Short-term Investments
— We had cash equivalents and short-term investments of $
54.0 million
as of December 31,
2015
, which are subject to interest rate fluctuations. An increase in interest rates could adversely affect the market value of our cash equivalents and short-term investments. A hypothetical 100 basis point increase in interest rates would result in a decrease of approximate $197,000 in the fair value of our cash equivalents and short-term investments as of December 31,
2015
.
We limit our exposure to interest rate and credit risk by establishing and monitoring clear policies and guidelines for our cash equivalents and short-term investment portfolios. The primary objective of our policies is to preserve principal while at the same time maximizing yields, without significantly increasing risk. Our policy’s guidelines also limit exposure to loss by limiting the sums we can invest in any individual security and restricting investments to securities that meet certain defined credit ratings. We do not use derivative financial instruments in our investment portfolio to manage interest rate risk.
Foreign Currency Exchange Rates
— A substantial majority of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, we do incur certain operating costs for our foreign operations in other currencies but these operations are limited in scope and thus we are not materially exposed to foreign currency fluctuations. Additionally we have some reliance on international revenues that are subject to the risks of fluctuations in currency exchange rates. Because a substantial majority of our international revenues, as well as expenses, are typically denominated in U.S. dollars, a strengthening of the U.S. dollar could cause our licenses to become relatively more expensive to customers in a particular country, leading to a reduction in sales or profitability in that country. We have no foreign exchange contracts, option contracts, or other foreign currency hedging arrangements and we do not expect to have such arrangements in the foreseeable future.
36
Item 8.
Financial Statements and Supplementary Data
IMMERSION CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Page
|
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Immersion Corporation
San Jose, California
We have audited the accompanying consolidated balance sheets of Immersion Corporation and subsidiaries (the “Company”) as of December 31,
2015
and
2014
, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31,
2015
. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Immersion Corporation and subsidiaries as of December 31,
2015
and
2014
, and the results of their operations and their cash flows for each of the three years in the period ended December 31,
2015
, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31,
2015
, based on the criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 26, 2016
expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 26, 2016
38
IMMERSION CORPORATION
(In thousands, except share and per share amounts)
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
ASSETS
|
|||||||
|
Current assets:
|
|||||||
|
Cash and cash equivalents
|
$
|
25,013
|
|
$
|
14,380
|
|
|
|
Short-term investments
|
39,918
|
|
42,981
|
|
|||
|
Accounts and other receivables (net of allowances for doubtful accounts of: $15 and $28, respectively)
|
1,213
|
|
3,021
|
|
|||
|
Deferred income taxes
|
—
|
|
9,377
|
|
|||
|
Prepaid expenses and other current assets
|
2,790
|
|
845
|
|
|||
|
Total current assets
|
68,934
|
|
70,604
|
|
|||
|
Property and equipment, net
|
4,589
|
|
1,207
|
|
|||
|
Deferred income tax assets
|
24,633
|
|
25,419
|
|
|||
|
Prepaid income taxes
|
6,995
|
|
—
|
|
|||
|
Intangibles and other assets, net
|
264
|
|
291
|
|
|||
|
Total assets
|
$
|
105,415
|
|
$
|
97,521
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current liabilities:
|
|||||||
|
Accounts payable
|
$
|
650
|
|
$
|
669
|
|
|
|
Accrued compensation
|
4,840
|
|
1,906
|
|
|||
|
Other current liabilities
|
2,999
|
|
2,225
|
|
|||
|
Deferred revenue
|
6,696
|
|
7,779
|
|
|||
|
Total current liabilities
|
15,185
|
|
12,579
|
|
|||
|
Long-term deferred revenue
|
2,516
|
|
7,827
|
|
|||
|
Other long-term liabilities
|
1,099
|
|
512
|
|
|||
|
Total liabilities
|
18,800
|
|
20,918
|
|
|||
|
Commitments and contingencies (Notes 8 and 14)
|
|
|
|||||
|
Stockholders’ equity:
|
|||||||
|
Common stock and additional paid-in capital – $0.001 par value; 100,000,000 shares authorized; 34,845,310 and 34,225,778 shares issued, respectively; 28,329,416 and 27,715,387 shares outstanding, respectively
|
212,115
|
|
204,876
|
|
|||
|
Accumulated other comprehensive income
|
86
|
|
102
|
|
|||
|
Accumulated deficit
|
(79,948
|
)
|
(82,806
|
)
|
|||
|
Treasury stock at cost: 6,515,894 and 6,510,391 shares, respectively
|
(45,638
|
)
|
(45,569
|
)
|
|||
|
Total stockholders’ equity
|
86,615
|
|
76,603
|
|
|||
|
Total liabilities and stockholders’ equity
|
$
|
105,415
|
|
$
|
97,521
|
|
|
See notes to consolidated financial statements.
39
IMMERSION CORPORATION
(In thousands, except per share amounts)
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Revenues:
|
|||||||||||
|
Royalty and license
|
$
|
61,677
|
|
$
|
51,804
|
|
$
|
46,154
|
|
||
|
Product sales
|
—
|
|
—
|
|
105
|
|
|||||
|
Development, services, and other
|
1,716
|
|
1,133
|
|
1,211
|
|
|||||
|
Total revenues
|
63,393
|
|
52,937
|
|
47,470
|
|
|||||
|
Costs and expenses:
|
|||||||||||
|
Cost of revenues (exclusive of amortization of intangibles shown separately below)
|
440
|
|
460
|
|
462
|
|
|||||
|
Sales and marketing
|
14,674
|
|
10,896
|
|
9,338
|
|
|||||
|
Research and development
|
14,785
|
|
11,793
|
|
10,883
|
|
|||||
|
General and administrative
|
28,755
|
|
23,754
|
|
23,104
|
|
|||||
|
Amortization of intangibles
|
20
|
|
67
|
|
79
|
|
|||||
|
Total costs and expenses
|
58,674
|
|
46,970
|
|
43,866
|
|
|||||
|
Operating income
|
4,719
|
|
5,967
|
|
3,604
|
|
|||||
|
Interest and other income
|
177
|
|
580
|
|
179
|
|
|||||
|
Other expense
|
(447
|
)
|
(228
|
)
|
(111
|
)
|
|||||
|
Income before provision for income taxes
|
4,449
|
|
6,319
|
|
3,672
|
|
|||||
|
Benefit (provision) for income taxes
|
(1,591
|
)
|
(2,196
|
)
|
36,483
|
|
|||||
|
Net income
|
$
|
2,858
|
|
$
|
4,123
|
|
$
|
40,155
|
|
||
|
Basic net income per share:
|
$
|
0.10
|
|
$
|
0.15
|
|
$
|
1.42
|
|
||
|
Shares used in calculating basic net income per share
|
28,097
|
|
28,246
|
|
28,190
|
|
|||||
|
Diluted net income per share:
|
$
|
0.10
|
|
$
|
0.14
|
|
$
|
1.37
|
|
||
|
Shares used in calculating diluted net income per share
|
29,015
|
|
29,144
|
|
29,338
|
|
|||||
|
Other comprehensive income (loss), net of tax
|
|||||||||||
|
Change in unrealized gains (losses) on short-term investments
|
(16
|
)
|
(10
|
)
|
3
|
|
|||||
|
Total other comprehensive income (loss)
|
(16
|
)
|
(10
|
)
|
3
|
|
|||||
|
Total comprehensive income
|
$
|
2,842
|
|
$
|
4,113
|
|
$
|
40,158
|
|
||
See notes to consolidated financial statements.
40
IMMERSION CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
|
|
Common Stock and
Additional Paid-In Capital
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Accumulated
Deficit
|
Treasury Stock
|
Total
Stockholders’
Equity
|
||||||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||
|
Balances at January 1, 2013
|
32,278,330
|
|
$
|
186,822
|
|
$
|
109
|
|
$
|
(127,084
|
)
|
4,982,744
|
|
$
|
(30,569
|
)
|
$
|
29,278
|
|
||||||
|
Net income
|
40,155
|
|
40,155
|
|
|||||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities, net of taxes
|
3
|
|
3
|
|
|||||||||||||||||||||
|
Issuance of stock for ESPP purchase
|
36,921
|
|
198
|
|
198
|
|
|||||||||||||||||||
|
Exercise of stock options
|
956,633
|
|
6,393
|
|
6,393
|
|
|||||||||||||||||||
|
Release of restricted stock units and awards, including related stock compensation
|
347,882
|
|
3,482
|
|
3,482
|
|
|||||||||||||||||||
|
Stock based compensation for stock options
|
1,162
|
|
1,162
|
|
|||||||||||||||||||||
|
Balances at December 31, 2013
|
33,619,766
|
|
$
|
198,057
|
|
$
|
112
|
|
$
|
(86,929
|
)
|
4,982,744
|
|
$
|
(30,569
|
)
|
$
|
80,671
|
|
||||||
|
Net income
|
4,123
|
|
4,123
|
|
|||||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities, net of taxes
|
(10
|
)
|
(10
|
)
|
|||||||||||||||||||||
|
Repurchase of stock
|
1,527,647
|
|
(15,000
|
)
|
(15,000
|
)
|
|||||||||||||||||||
|
Issuance of stock for ESPP purchase
|
38,298
|
|
381
|
|
381
|
|
|||||||||||||||||||
|
Exercise of stock options
|
205,744
|
|
1,304
|
|
1,304
|
|
|||||||||||||||||||
|
Release of restricted stock units and awards, including related stock compensation
|
361,970
|
|
3,976
|
|
3,976
|
|
|||||||||||||||||||
|
Tax benefit/(deficiency) from the stock incentive plans
|
(161
|
)
|
(161
|
)
|
|||||||||||||||||||||
|
Stock based compensation for stock options
|
1,319
|
|
1,319
|
|
|||||||||||||||||||||
|
Balances at December 31, 2014
|
34,225,778
|
|
$
|
204,876
|
|
$
|
102
|
|
$
|
(82,806
|
)
|
6,510,391
|
|
$
|
(45,569
|
)
|
$
|
76,603
|
|
||||||
|
Net income
|
2,858
|
|
2,858
|
|
|||||||||||||||||||||
|
Unrealized gain (loss) on available-for-sale securities, net of taxes
|
(16
|
)
|
(16
|
)
|
|||||||||||||||||||||
|
Repurchase of stock
|
—
|
|
—
|
|
—
|
|
|||||||||||||||||||
|
Issuance of stock for ESPP purchase
|
45,820
|
|
367
|
|
367
|
|
|||||||||||||||||||
|
Exercise of stock options
|
239,071
|
|
1,630
|
|
5,503
|
|
(69
|
)
|
1,561
|
|
|||||||||||||||
|
Release of restricted stock units and awards, including related stock compensation
|
334,641
|
|
3,059
|
|
3,059
|
|
|||||||||||||||||||
|
Tax benefit/(deficiency) from the stock incentive plans
|
(228
|
)
|
(228
|
)
|
|||||||||||||||||||||
|
Stock based compensation for stock options
|
2,411
|
|
2,411
|
|
|||||||||||||||||||||
|
Balances at December 31, 2015
|
34,845,310
|
|
$
|
212,115
|
|
$
|
86
|
|
$
|
(79,948
|
)
|
6,515,894
|
|
$
|
(45,638
|
)
|
$
|
86,615
|
|
||||||
See notes to consolidated financial statements.
41
IMMERSION CORPORATION
(In thousands)
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Cash flows from operating activities:
|
|||||||||||
|
Net income
|
$
|
2,858
|
|
$
|
4,123
|
|
$
|
40,155
|
|
||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization of property and equipment
|
996
|
|
500
|
|
584
|
|
|||||
|
Amortization of intangibles
|
20
|
|
67
|
|
79
|
|
|||||
|
Stock-based compensation
|
5,470
|
|
5,295
|
|
4,644
|
|
|||||
|
Allowance for doubtful accounts
|
(6
|
)
|
16
|
|
8
|
|
|||||
|
Loss on disposal of equipment
|
10
|
|
52
|
|
11
|
|
|||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Accounts and other receivables
|
1,814
|
|
(2,439
|
)
|
1,272
|
|
|||||
|
Inventories
|
—
|
|
—
|
|
141
|
|
|||||
|
Deferred income taxes
|
9,935
|
|
1,893
|
|
(36,850
|
)
|
|||||
|
Prepaid income taxes
|
(6,995
|
)
|
—
|
|
—
|
|
|||||
|
Prepaid expenses and other current assets
|
(1,945
|
)
|
(155
|
)
|
16
|
|
|||||
|
Other assets
|
(36
|
)
|
(39
|
)
|
(152
|
)
|
|||||
|
Accounts payable
|
(19
|
)
|
(10
|
)
|
341
|
|
|||||
|
Accrued compensation and other current liabilities
|
3,750
|
|
(2,241
|
)
|
2,788
|
|
|||||
|
Deferred revenue
|
(6,394
|
)
|
(6,755
|
)
|
8,206
|
|
|||||
|
Other long-term liabilities
|
587
|
|
(16
|
)
|
(91
|
)
|
|||||
|
Net cash provided by operating activities
|
10,045
|
|
291
|
|
21,152
|
|
|||||
|
Cash flows provided by (used in) investing activities:
|
|||||||||||
|
Purchases of short-term investments
|
(44,910
|
)
|
(42,953
|
)
|
(94,931
|
)
|
|||||
|
Proceeds from maturities of short-term investments
|
48,000
|
|
57,000
|
|
77,000
|
|
|||||
|
Purchases of property and equipment
|
(4,430
|
)
|
(779
|
)
|
(234
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
(1,340
|
)
|
13,268
|
|
(18,165
|
)
|
|||||
|
Cash flows provided by (used in) financing activities:
|
|||||||||||
|
Issuance of common stock under employee stock purchase plan
|
367
|
|
381
|
|
198
|
|
|||||
|
Exercise of stock options
|
1,561
|
|
1,304
|
|
6,393
|
|
|||||
|
Purchases of treasury stock
|
—
|
|
(15,000
|
)
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
1,928
|
|
(13,315
|
)
|
6,591
|
|
|||||
|
Net increase in cash and cash equivalents
|
10,633
|
|
244
|
|
9,578
|
|
|||||
|
Cash and cash equivalents:
|
|||||||||||
|
Beginning of year
|
14,380
|
|
14,136
|
|
4,558
|
|
|||||
|
End of year
|
$
|
25,013
|
|
$
|
14,380
|
|
$
|
14,136
|
|
||
|
Supplemental disclosure of cash flow information:
|
|||||||||||
|
Cash paid for taxes
|
$
|
156
|
|
$
|
47
|
|
$
|
18
|
|
||
|
Supplemental disclosure of noncash operating, investing, and financing activities:
|
|||||||||||
|
Amounts accrued for property and equipment
|
$
|
18
|
|
$
|
60
|
|
$
|
24
|
|
||
|
Cashless option exercise under company stock plan
|
$
|
69
|
|
$
|
—
|
|
$
|
—
|
|
||
|
Release of Restricted Stock Units and Awards under company stock plan
|
$
|
3,059
|
|
$
|
3,976
|
|
$
|
3,482
|
|
||
See notes to consolidated financial statements.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Description of Business
Immersion Corporation (the “Company”) was incorporated in 1993 in California and reincorporated in Delaware in 1999. The company focuses 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 cutting-edge products and experience the digital world around them. The Company has adopted a “hybrid” business model, under which it provides advanced tactile software, related tools, and technical assistance to certain customers; and offers licenses to the Company's patented intellectual property (“IP”) to other customers.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Immersion Corporation and its wholly-owned subsidiaries, Immersion Canada Corporation; Immersion International, LLC; Immersion Medical, Inc.; Immersion Japan K.K.; Immersion Ltd.; Immersion Software Ireland Ltd.; Haptify, Inc.; Immersion (Shanghai) Science & Technology Company, Ltd.; and Immersion Technology International Ltd. All intercompany accounts, transactions, and balances have been eliminated in consolidation. The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Cash Equivalents
The Company considers all highly liquid instruments purchased with an original or remaining maturity of less than
three
months at the date of purchase to be cash equivalents.
Short-term Investments
The Company’s short-term investments consist primarily of U.S treasury bills and government agency securities purchased with an original or remaining maturity of greater than
90
days on the date of purchase. The Company classifies debt securities with readily determinable market values as “available-for-sale.” Even though the stated maturity dates of these debt securities may be
one
year or more beyond the balance sheet date, the Company has classified all debt securities as short-term investments as they are reasonably expected to be realized in cash or sold within
one
year. These investments are carried at fair market value with unrealized gains and losses considered to be temporary in nature reported as a separate component of other comprehensive income (loss) within stockholders’ equity.
The Company recognizes an impairment charge in the consolidated statement of income when a decline in value is judged to be other than temporary based on the specific identification method. Other-than-temporary impairment charges may exist when the Company has the intent to sell the security, will more likely than not be required to sell the security, or does not expect to recover the principal.
Property and Equipment
Property is stated at cost and is depreciated using the straight-line method over the estimated useful life of the related asset. The estimated useful lives are typically as follows:
|
Computer equipment and purchased software
|
3 years
|
|
Machinery and equipment
|
3-5 years
|
|
Furniture and fixtures
|
5 years
|
Leasehold improvements are amortized over the shorter of the lease term or their estimated useful life.
Long-lived Assets
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset may not be recoverable. An impairment loss would be recognized when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset.
Revenue Recognition
43
The Company recognizes revenues in accordance with applicable accounting standards, including ASC 605-10-S99, “Revenue Recognition” (“ASC 605-10-S99”); ASC 605-25, “Multiple Element Arrangements” (“ASC 605-25”); and ASC 985-605, “Software-Revenue Recognition” (“ASC 985-605”). The Company derives its revenues from two principal sources: royalty and license fees, and development contract and service fees. As described below, management judgments, assumptions, and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences may result in the amount and timing of revenue for any period based on the judgments and estimates made by management. Specifically, in connection with each transaction, the Company must evaluate whether: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, and (iv) collectibility is probable. The Company applies these criteria as discussed below.
|
•
|
Persuasive evidence of an arrangement exists
. For a license arrangement, the Company requires a written contract, signed by both the customer and the Company.
|
|
•
|
Delivery has occurred
. The Company delivers software and product to customers physically and also delivers software electronically. For electronic deliveries, delivery occurs when the Company provides the customer access codes or “keys” that allow the customer to take immediate possession of the software.
|
|
•
|
The fee is fixed or determinable
. The Company’s arrangement fee is based on the use of standard payment terms, which are those that are generally offered to the majority of customers. For transactions involving extended payment terms, the Company deems these fees not to be fixed or determinable for revenue recognition purposes and revenue is deferred until the fees become due and payable.
|
|
•
|
Collectibility is probable.
To recognize revenue, the Company must judge collectibility of fees, which is done on a customer-by-customer basis pursuant to the Company’s credit review policy. The Company typically sells to customers with whom there is a history of successful collection. For new customers, the Company evaluates the customer’s financial condition and ability to pay. If it is determined that collectibility is not probable based upon the credit review process or the customer’s payment history, revenue is recognized when payment is received.
|
Royalty and license revenue
— The Company licenses its patents and software to customers in a variety of industries such as mobility, gaming, automotive, and medical devices. Certain of these are variable fee arrangements where the royalties earned by the Company are based on unit or sales volumes of the respective licensees. The Company also enters into fixed license fee arrangements. The terms of the royalty agreements generally require licensees to give notification of royalties due to the Company within
30
–
45
days of the end of the quarter during which their related sales occur. As the Company is unable to reliably estimate the licensees’ sales in any given quarter to determine the royalties due to it, the Company recognizes royalty revenues based on royalties reported by licensees and when all revenue recognition criteria are met. Certain royalties are based upon customer shipments or revenues and could be subject to change and may result in out of period adjustments. The Company recognizes fixed license fee revenue for licenses when earned under the terms of the agreements, which generally results in recognition on a straight-line basis over the expected term of the license.
Development, services, and other revenue
— Development, services, and other revenue are composed of engineering services (engineering services and/or development contracts), and in limited cases, post contract customer support (“PCS”). Engineering services revenues are recognized under the proportional performance accounting method based on physical completion of the work to be performed or completed performance method. A provision for losses on contracts is made, if necessary, in the period in which the loss becomes probable and can be reasonably estimated. Revisions in estimates are reflected in the period in which the conditions become known. To date, such losses have not been significant. Revenue from PCS is typically recognized over the period of the ongoing obligation, which is generally consistent with the contractual term.
Multiple element arrangements —
The Company enters into multiple element arrangements in which customers purchase time-based non-exclusive licenses that cannot be resold to others, which include a combination of software and/or IP licenses, engineering services, and in limited cases PCS. For arrangements that are software based and include software and engineering services, the services are generally not essential to the functionality of the software, and customers may purchase engineering services to facilitate the adoption of the Company’s technology, but they may also decide to use their own resources or appoint other engineering service organizations to perform these services. For arrangements that are in substance subscription arrangements, the entire arrangement fee is recognized ratably over the contract term, subject to any limitations related to extended payment terms. For arrangements involving upfront fees for services and royalties earned by the Company based on unit or sales volumes of the respective licensees, and the services are performed ratably over the arrangement or are front-end loaded, the upfront fees are recognized ratably over the contract term and royalties based on unit or sales volume are recognized when they become fixed and determinable. As the Company is unable to reliably estimate the licensees’ sales in any given quarter to determine the royalties due to it, the Company recognizes per unit or sales volume driven royalty revenues based on royalties reported by licensees and when all revenue recognition criteria are met.
Advertising
44
Advertising costs (including obligations under cooperative marketing programs) are expensed as incurred and included in sales and marketing expense. Advertising expense was as follows:
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Advertising expense
|
$
|
265
|
|
$
|
344
|
|
$
|
322
|
|
||
Research and Development
Research and development costs are expensed as incurred. The Company has sometimes generated revenues from development contracts with commercial customers that have enabled it to accelerate its own product development efforts. Such development revenues have only partially funded the Company’s product development activities, and the Company generally retains ownership of the products developed under these arrangements. As a result, the Company classifies all development costs related to these contracts as research and development expenses.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are reversed at such time that realization is believed to be more likely than not.
Software Development Costs
Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. The Company considers technological feasibility to be established upon completion of a working model of the software. Because the Company believes its current process for developing software is essentially completed concurrently with the establishment of technological feasibility, no costs have been capitalized to date.
Stock-based Compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. See Note 9 for further information regarding the Company’s stock-based compensation assumptions and expenses.
Comprehensive Income
Comprehensive income includes net income as well as other items of comprehensive income or loss. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains and losses on short term investments, net of tax.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of short-term investments, income taxes including uncertain tax provisions, revenue recognition, stock-based compensation, contingent liabilities from litigation, and accruals for other liabilities. Actual results may differ materially from those estimates.
Concentration of Credit Risks
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, short term investments, and accounts receivable. The Company invests primarily in money market accounts and highly liquid debt instruments purchased with an original or remaining maturity of greater than
90
days on the date of purchase. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand. The Company licenses technology primarily to companies in North America, Europe, and Asia. To reduce
45
credit risk, management performs periodic credit evaluations of its customers’ financial condition. The Company maintains reserves for estimated potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area.
Certain Significant Risks and Uncertainties
The Company operates in multiple industries and, accordingly, can be affected by a variety of factors. For example, management of the Company believes that changes in any of the following areas could have a negative effect on the Company in terms of its future financial position and results of operations: the mix of revenues; the loss of significant customers; fundamental changes in the technologies underlying the Company’s and its licensees’ products; market acceptance of the Company’s and its licensees’ products under development; development of sales channels; litigation or other claims in which the Company is involved; the ability to successfully assert its patent rights against others; the impact of changing economic conditions; the hiring, training, and retention of key employees; successful and timely completion of product and technology development efforts; and new product or technology introductions by competitors.
Fair Value of Financial Instruments
Financial instruments consist primarily of cash equivalents, short-term investments, accounts receivable and accounts payable. Cash equivalents and short term investments are stated at fair value based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The recorded cost of accounts receivable and accounts payable approximate the fair value of the respective assets and liabilities.
Foreign Currency Translation
The functional currency of the Company’s foreign subsidiaries is U. S. dollars. Accordingly, gains and losses from the translation of the financial statements of the foreign subsidiaries and foreign currency transaction gains and losses are included in earnings.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-9 “Revenue from Contracts with Customers: Topic 606” (“ASU 2014-9”), which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of ASU 2014-9 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU No. 2015-14 “Revenue from Contracts with Customers: Deferral of the Effective Date”, which deferred the effective date of ASU 2014-09 for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. Accordingly, ASU 2014-09 is effective for the Company and is expected to be adopted in the first quarter of fiscal 2018. The standard permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption through a cumulative adjustment, and the Company is in the process of determining the method of adoption and evaluating the impact on its consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17 “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”) that requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. In addition, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. ASU 2015-17 is effective for reporting periods beginning after December 15, 2016 with early adoption permitted for any interim or annual periods that have not been issued. The Company has decided to adopt ASU 2015-17 prospectively for the fourth quarter of fiscal year 2015 and as such, previously issued balance sheets were not retrospectively adjusted. The adoption resulted in a
$2.9 million
classification from current deferred income taxes to noncurrent.
2. Fair Value Disclosures
Cash Equivalents and Short-term Investments
The financial instruments of the Company measured at fair value on a recurring basis are cash equivalents and short-term investments.
46
The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities. The Company values these securities based on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1) or inputs other than quoted prices that are observable either directly or indirectly (Level 2) in determining fair value.
The types of instruments valued based on quoted market prices in active markets include most money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.
The types of instruments valued based on quoted prices in markets that are less active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency are generally classified within Level 2 of the fair value hierarchy and include most U.S. treasury securities and most investment-grade corporate commercial paper.
The types of 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.
Financial instruments measured at fair value on a recurring basis as of December 31,
2015
and December 31,
2014
are classified based on the valuation technique in the table below:
|
|
December 31, 2015
|
Total
|
|||||||||||||
|
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)
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||
|
Assets:
|
|||||||||||||||
|
U.S. Treasury securities
|
$
|
—
|
|
$
|
39,918
|
|
$
|
—
|
|
$
|
39,918
|
|
|||
|
Money market funds
|
14,032
|
|
—
|
|
—
|
|
14,032
|
|
|||||||
|
Total assets at fair value
|
$
|
14,032
|
|
$
|
39,918
|
|
$
|
—
|
|
$
|
53,950
|
|
|||
The above table excludes
$11.0 million
of cash held in banks.
|
|
December 31, 2014
|
Total
|
|||||||||||||
|
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)
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||
|
Assets:
|
|||||||||||||||
|
U.S. Treasury securities
|
$
|
—
|
|
$
|
42,981
|
|
$
|
—
|
|
$
|
42,981
|
|
|||
|
Money market funds
|
11,524
|
|
—
|
|
—
|
|
11,524
|
|
|||||||
|
Total assets at fair value
|
$
|
11,524
|
|
$
|
42,981
|
|
$
|
—
|
|
$
|
54,505
|
|
|||
The above table excludes
$2.9 million
of cash held in banks.
U.S. Treasury securities are classified as short-term investments, and money market accounts are classified as cash equivalents on the Company’s consolidated balance sheets.
47
Short-term Investments
|
|
December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
Gross
Unrealized
Holding
Gains
|
Gross
Unrealized
Holding
Losses
|
Fair Value
|
|||||||||||
|
|
(In thousands)
|
||||||||||||||
|
U.S. Treasury securities
|
$
|
39,933
|
|
$
|
—
|
|
$
|
(15
|
)
|
$
|
39,918
|
|
|||
|
Total
|
$
|
39,933
|
|
$
|
—
|
|
$
|
(15
|
)
|
$
|
39,918
|
|
|||
|
|
December 31, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
Gross
Unrealized
Holding
Gains
|
Gross
Unrealized
Holding
Losses
|
Fair Value
|
|||||||||||
|
|
(In thousands)
|
||||||||||||||
|
U.S. Treasury securities
|
$
|
42,980
|
|
$
|
1
|
|
$
|
—
|
|
$
|
42,981
|
|
|||
|
Total
|
$
|
42,980
|
|
$
|
1
|
|
$
|
—
|
|
$
|
42,981
|
|
|||
The contractual maturities of the Company’s available-for-sale securities on December 31,
2015
and December 31,
2014
were all due within
one
year. There were
no
transfers of instruments between Level 1 and 2 during the years ended December 31, 2015 and 2014.
3. Accounts and Other Receivables
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Trade accounts receivable
|
$
|
935
|
|
$
|
2,708
|
|
|
|
Receivables from vendors and other
|
278
|
|
313
|
|
|||
|
Accounts and other receivables
|
$
|
1,213
|
|
$
|
3,021
|
|
|
4. Property and Equipment
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Computer equipment and purchased software
|
$
|
3,564
|
|
$
|
3,418
|
|
|
|
Machinery and equipment
|
923
|
|
688
|
|
|||
|
Furniture and fixtures
|
1,361
|
|
852
|
|
|||
|
Leasehold improvements
|
3,838
|
|
1,295
|
|
|||
|
Total
|
9,686
|
|
6,253
|
|
|||
|
Less accumulated depreciation
|
(5,097
|
)
|
(5,046
|
)
|
|||
|
Property and equipment, net
|
$
|
4,589
|
|
$
|
1,207
|
|
|
48
5. Intangibles and Other Assets
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Purchased patents and other purchased intangible assets
|
$
|
4,605
|
|
$
|
4,605
|
|
|
|
Less: Accumulated amortization of purchased patents and other purchased intangibles
|
(4,599
|
)
|
(4,579
|
)
|
|||
|
Purchased patents and other purchased intangible assets, net
|
6
|
|
26
|
|
|||
|
Other assets
|
258
|
|
265
|
|
|||
|
Intangibles and other assets, net
|
$
|
264
|
|
$
|
291
|
|
|
The Company amortizes its intangible assets related to purchased patents over their estimated useful lives, generally
10 years
from the purchase date. Amortization of intangibles was as follows:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Amortization of intangibles
|
$
|
20
|
|
$
|
67
|
|
$
|
79
|
|
||
The table below includes estimated remaining annual amortization expense for purchased patents as of
December 31, 2015
.
|
|
Estimated
Amortization
Expense
|
||
|
|
(In thousands)
|
||
|
2016
|
$
|
6
|
|
|
Total
|
$
|
6
|
|
6. Other Current Liabilities
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Accrued legal
|
$
|
1,458
|
|
$
|
1,065
|
|
|
|
Accrued services
|
849
|
|
518
|
|
|||
|
Income taxes payable
|
129
|
|
69
|
|
|||
|
Other current liabilities
|
563
|
|
573
|
|
|||
|
Total other current liabilities
|
$
|
2,999
|
|
$
|
2,225
|
|
|
7. Long-term Deferred Revenue
Long-term deferred revenue consisted of the following:
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Deferred revenue for Sony Computer Entertainment
|
$
|
1,263
|
|
$
|
7,051
|
|
|
|
Other deferred revenue
|
1,253
|
|
776
|
|
|||
|
Long-term deferred revenue
|
$
|
2,516
|
|
$
|
7,827
|
|
|
Deferred revenue for Sony Computer Entertainment represents deferred license revenue where payments have been received in advance of revenue recognition.
49
8. Commitments
The Company leases several of its facilities under noncancelable operating lease arrangements that expire at various dates through
2023
.
On November 12, 2014, the Company entered into an amendment to the lease of its primary facilities. The amendment terminated the prior lease of a San Jose, California facility of approximately
33,000
square feet as of
May 2015
, which had been scheduled to expire in
December 2016
. It also began the current lease of a San Jose, California facility of approximately
42,000
square feet as of February 2015. The lease contains provisions for leasehold improvement incentives and expires as of
April 2023
and can be extended to
April 2028
. Minimum future lease payments obligations are as follows:
|
|
Operating Leases
|
||
|
|
(In thousands)
|
||
|
2016
|
934
|
|
|
|
2017
|
841
|
|
|
|
2018
|
947
|
|
|
|
2019
|
843
|
|
|
|
2020
|
868
|
|
|
|
Thereafter
|
2,124
|
|
|
|
Total
|
$
|
6,557
|
|
Rent expense was as follows:
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Rent expense
|
$
|
1,291
|
|
$
|
742
|
|
$
|
549
|
|
||
9. Stock-based Compensation
The Company’s equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for talented employees, consultants, officers, and directors and to align stockholder and employee interests. The Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, and other stock-based or cash-based awards to employees, officers, directors, and consultants. Under these programs, stock options may be granted at prices not less than the fair market value on the date of grant for stock options. These options generally vest over
4
years and expire from
5
to
10
years from the date of grant. In addition to time based vesting, market condition based options are subject to a market condition: the closing price of the Company stock must exceed a certain level for a number of trading days within a specified timeframe or the options will be cancelled before their expiration. Restricted stock generally vests over
one
year. RSUs generally vest over
3
years. Awards granted other than an option or stock appreciation right shall reduce the common stock shares available for grant by
1.75
shares for every share issued.
|
|
December 31,
|
|
|
|
2015
|
|
|
Common stock shares available for grant
|
1,322,579
|
|
|
Standard and market condition based stock options outstanding
|
3,796,533
|
|
|
Restricted stock awards outstanding
|
21,356
|
|
|
Restricted stock units outstanding
|
487,423
|
|
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (“ESPP”). Under the 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 the Company’s 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
1,000,000
shares of common stock have been reserved for issuance under the ESPP. As of December 31,
2015
,
603,558
shares had been purchased since the inception of the ESPP in 1999. Under ASC 718-10, the ESPP is considered a compensatory plan and the Company is required to recognize compensation cost related to the fair value of the award purchased
50
under the ESPP. Shares purchased under the ESPP for the year ended December 31,
2015
are listed below. Shares purchased under the ESPP for the year ended December 31,
2014
are
38,298
. The intrinsic value listed below is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.
|
|
Year Ended December 31, 2015
|
||
|
Shares purchased under ESPP
|
45,820
|
|
|
|
Average price of shares purchased under ESPP
|
$
|
8.00
|
|
|
Intrinsic value of shares purchased under ESPP
|
$
|
160,000
|
|
Summary of Standard Stock Options
The following table sets forth the summary of standard stock option activity under the Company’s stock option plans for the years ended December 31,
2015
,
2014
, and
2013
:
|
Number
of Shares
|
Weighted
Average
Exercise Price
|
Weighted
Average
Fair Value
Of Options Granted
|
Aggregate
Intrinsic
Value
of Options
Exercised
(In thousands)
|
|||||||||||
|
Outstanding at January 1, 2013
|
3,155,631
|
|
$
|
6.65
|
|
|||||||||
|
Granted
|
1,058,700
|
|
10.20
|
|
$
|
5.63
|
|
|||||||
|
Exercised
|
(956,633
|
)
|
6.68
|
|
$
|
5,774
|
|
|||||||
|
Forfeited
|
(10,531
|
)
|
8.24
|
|
||||||||||
|
Expired
|
(20,000
|
)
|
9.01
|
|
||||||||||
|
Outstanding at December 31, 2013
|
3,227,167
|
|
7.78
|
|
||||||||||
|
Granted
|
604,620
|
|
10.32
|
|
4.93
|
|
||||||||
|
Exercised
|
(205,744
|
)
|
6.34
|
|
1,125
|
|
||||||||
|
Forfeited
|
(102,454
|
)
|
7.20
|
|
||||||||||
|
Expired
|
(37,432
|
)
|
10.19
|
|
||||||||||
|
Outstanding at December 31, 2014
|
3,486,157
|
|
8.30
|
|
||||||||||
|
Granted
|
525,840
|
|
10.15
|
|
4.56
|
|
||||||||
|
Exercised
|
(239,071
|
)
|
6.82
|
|
1,186
|
|
||||||||
|
Forfeited
|
(116,425
|
)
|
12.38
|
|
||||||||||
|
Expired
|
(59,968
|
)
|
13.75
|
|
||||||||||
|
Outstanding at December 31, 2015
|
3,596,533
|
|
8.45
|
|
||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options that were in-the-money.
51
Information regarding standard stock options outstanding at December 31,
2015
,
2014
, and
2013
is summarized below:
|
Number of
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (years)
|
Aggregate
Intrinsic
Value
(In millions)
|
|||||||||
|
December 31, 2013
|
||||||||||||
|
Options outstanding
|
3,227,167
|
|
$
|
7.78
|
|
5.46
|
$
|
9.9
|
|
|||
|
Options vested and expected to vest using estimated forfeiture rates
|
2,994,044
|
|
7.61
|
|
5.41
|
9.6
|
|
|||||
|
Options exercisable
|
1,774,546
|
|
6.67
|
|
4.95
|
7.5
|
|
|||||
|
December 31, 2014
|
||||||||||||
|
Options outstanding
|
3,486,157
|
|
$
|
8.30
|
|
4.85
|
$
|
6.6
|
|
|||
|
Options vested and expected to vest using estimated forfeiture rates
|
3,319,308
|
|
8.21
|
|
4.80
|
6.6
|
|
|||||
|
Options exercisable
|
2,023,024
|
|
7.18
|
|
4.26
|
6.0
|
|
|||||
|
December 31, 2015
|
||||||||||||
|
Options outstanding
|
3,596,533
|
|
$
|
8.45
|
|
4.23
|
$
|
12.5
|
|
|||
|
Options vested and expected to vest using estimated forfeiture rates
|
3,452,487
|
|
8.36
|
|
4.16
|
12.3
|
|
|||||
|
Options exercisable
|
2,252,744
|
|
7.59
|
|
3.56
|
9.9
|
|
|||||
Additional information regarding standard options outstanding as of December 31,
2015
is as follows:
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||
|
Range of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||
|
$2.70 - $3.72
|
17,938
|
|
3.19
|
$
|
2.75
|
|
17,938
|
|
$
|
2.75
|
|
|||||
|
3.85 - 3.85
|
600,000
|
|
3.87
|
3.85
|
|
600,000
|
|
3.85
|
|
|||||||
|
4.24 - 6.12
|
493,241
|
|
2.92
|
5.94
|
|
464,786
|
|
5.93
|
|
|||||||
|
6.23 - 8.09
|
410,349
|
|
5.35
|
7.52
|
|
167,009
|
|
6.85
|
|
|||||||
|
8.18 - 9.19
|
440,433
|
|
4.35
|
8.90
|
|
236,822
|
|
8.85
|
|
|||||||
|
9.20 - 9.20
|
44,300
|
|
2.54
|
9.20
|
|
44,300
|
|
9.20
|
|
|||||||
|
9.53 - 9.53
|
810,000
|
|
4.18
|
9.53
|
|
384,374
|
|
9.53
|
|
|||||||
|
9.65 - 12.20
|
392,427
|
|
5.48
|
11.50
|
|
138,690
|
|
11.49
|
|
|||||||
|
12.22 - 15.12
|
287,845
|
|
5.08
|
13.16
|
|
98,825
|
|
14.32
|
|
|||||||
|
16.57 - 16.57
|
100,000
|
|
1.74
|
16.57
|
|
100,000
|
|
16.57
|
|
|||||||
|
$2.70 - $16.57
|
3,596,533
|
|
4.23
|
$
|
8.45
|
|
2,252,744
|
|
$
|
7.59
|
|
|||||
52
Summary of Market Condition Based Stock Options
In 2014, the Company began granting options that are subject to both time-based vesting and a market condition. For these options, the closing price of the Company stock must exceed a certain level for a number of trading days within a specified timeframe or the options will be cancelled before the
seven
year life of the options. The following table sets forth the summary of the market condition based option activity under the Company’s stock option plans for the years ended December 31,
2015
and
2014
:
|
Number
of Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Fair Value
Of Options Granted
|
Aggregate
Intrinsic
Value
of Options Exercised(In thousands)
|
||||||||||
|
Outstanding at January 1, 2014
|
—
|
|
$
|
—
|
|
||||||||
|
Granted
|
50,000
|
|
11.94
|
|
5.71
|
|
|||||||
|
Exercised
|
—
|
|
—
|
|
$
|
—
|
|
||||||
|
Forfeited
|
—
|
|
—
|
|
|||||||||
|
Expired
|
—
|
|
—
|
|
|||||||||
|
Outstanding at December 31, 2014
|
50,000
|
|
11.94
|
|
|||||||||
|
Granted
|
150,000
|
|
8.09
|
|
3.64
|
|
|||||||
|
Exercised
|
—
|
|
—
|
|
—
|
|
|||||||
|
Forfeited
|
—
|
|
—
|
|
|||||||||
|
Expired
|
—
|
|
—
|
|
|||||||||
|
Outstanding at December 31, 2015
|
200,000
|
|
9.05
|
|
|||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options that were in-the-money.
Information regarding these market condition based stock options outstanding at December 31,
2015
and
2014
is summarized below:
|
Number
of Shares |
Weighted
Average Exercise Price |
Weighted
Average
Remaining
Contractual Life (years)
|
Aggregate
Intrinsic
Value(In millions)
|
||||||||||
|
December 31, 2014
|
|||||||||||||
|
Options outstanding
|
50,000
|
|
$
|
11.94
|
|
6.15
|
|
$
|
—
|
|
|||
|
Options vested and expected to vest using estimated forfeiture rates
|
45,430
|
|
11.94
|
|
6.15
|
|
—
|
|
|||||
|
Options exercisable
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
December 31, 2015
|
|||||||||||||
|
Options outstanding
|
200,000
|
|
$
|
9.05
|
|
5.92
|
|
$
|
0.5
|
|
|||
|
Options vested and expected to vest using estimated forfeiture rates
|
184,125
|
|
9.12
|
|
5.90
|
|
0.5
|
|
|||||
|
Options exercisable
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Additional information regarding market condition based stock options outstanding as of December 31,
2015
is as follows:
|
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||
|
Range of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
||||||||||
|
$8.09 - $11.94
|
200,000
|
|
5.92
|
$
|
9.05
|
|
—
|
|
$
|
—
|
|
||||
53
Summary of Restricted Stock Units
RSU activity for the years ended December 31,
2015
,
2014
, and
2013
was as follows:
|
Number of Shares
|
Weighted
Average
Grant Date Fair Value
|
Fair Value
of Released
RSU’s (In thousands)
|
||||||||
|
Outstanding at January 1, 2013
|
708,651
|
|
||||||||
|
Awarded
|
294,150
|
|
$
|
7.12
|
|
|||||
|
Released
|
(303,882
|
)
|
$
|
2,806
|
|
|||||
|
Forfeited
|
(30,863
|
)
|
||||||||
|
Outstanding at December 31, 2013
|
668,056
|
|
||||||||
|
Awarded
|
265,630
|
|
11.35
|
|
||||||
|
Released
|
(317,970
|
)
|
3,491
|
|
||||||
|
Forfeited
|
(50,825
|
)
|
||||||||
|
Outstanding at December 31, 2014
|
564,891
|
|
||||||||
|
Awarded
|
281,290
|
|
8.16
|
|
||||||
|
Released
|
(299,277
|
)
|
2,626
|
|
||||||
|
Forfeited
|
(59,481
|
)
|
||||||||
|
Outstanding at December 31, 2015
|
487,423
|
|
||||||||
Information regarding RSU’s at December 31,
2015
,
2014
, and
2013
is summarized below:
|
Number of Shares
|
Weighted
Average
Remaining
Contractual Life (years)
|
Aggregate
Intrinsic
Value(In millions)
|
Fair Value(In millions)
|
|||||||||
|
December 31, 2013
|
||||||||||||
|
RSUs outstanding
|
668,056
|
|
0.91
|
$
|
6.9
|
|
$
|
6.9
|
|
|||
|
RSUs vested and expected to vest using estimated forfeiture rates
|
583,711
|
|
0.89
|
6.1
|
|
|||||||
|
December 31, 2014
|
||||||||||||
|
RSUs outstanding
|
564,891
|
|
0.84
|
$
|
5.3
|
|
$
|
5.3
|
|
|||
|
RSUs vested and expected to vest using estimated forfeiture rates
|
502,411
|
|
0.80
|
4.8
|
|
|||||||
|
December 31, 2015
|
||||||||||||
|
RSUs outstanding
|
487,423
|
|
0.90
|
$
|
5.7
|
|
$
|
5.7
|
|
|||
|
RSUs vested and expected to vest using estimated forfeiture rates
|
414,934
|
|
0.87
|
4.8
|
|
|||||||
54
The aggregate intrinsic value is calculated as the market value as of the end of the reporting period.
Summary of Restricted Stock Awards
Restricted stock award activity for the years ended December 31,
2015
,
2014
, and
2013
was as follows:
|
Number of Shares
|
Weighted
Average
Grant Date
Fair Value
|
Total
Fair
Value of
Awards
Released
(In thousands)
|
||||||||
|
Outstanding at January 1, 2013
|
44,000
|
|
$
|
5.34
|
|
|||||
|
Awarded
|
44,000
|
|
14.09
|
|
||||||
|
Released
|
(44,000
|
)
|
5.34
|
|
$
|
676
|
|
|||
|
Forfeited
|
—
|
|
||||||||
|
Outstanding at December 31, 2013
|
44,000
|
|
14.09
|
|
||||||
|
Awarded
|
35,364
|
|
10.97
|
|
||||||
|
Released
|
(44,000
|
)
|
14.09
|
|
483
|
|
||||
|
Forfeited
|
—
|
|
||||||||
|
Outstanding at December 31, 2014
|
35,364
|
|
10.97
|
|
||||||
|
Awarded
|
21,356
|
|
12.26
|
|
||||||
|
Released
|
(35,364
|
)
|
10.97
|
|
434
|
|
||||
|
Forfeited
|
—
|
|
||||||||
|
Outstanding at December 31, 2015
|
21,356
|
|
12.26
|
|
||||||
Stock-based Compensation
Valuation and amortization methods
— The Company uses the Black-Scholes-Merton option pricing model (“Black-Scholes model”), single-option approach to determine the fair value of standard stock options and ESPP shares. All share-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates if necessary, in subsequent periods if actual forfeitures differ from these estimates. The determination of the fair value of share-based payment awards on the date of grant using an option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include actual and projected employee stock option exercise behaviors that impact the expected term, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and expected dividends.
Expected term
— The Company estimates the expected term of options granted by calculating the average term from the Company’s historical stock option exercise experience. The expected term of ESPP shares is the length of the offering period. The Company used the simplified method approved by the SEC to determine the expected term for options granted prior to December 31, 2007.
Expected volatility
— The Company estimates the volatility of its common stock taking into consideration its historical stock price movement and its expected future stock price trends based on known or anticipated events.
Risk-free interest rate
— The Company bases the risk-free interest rate that it uses in the option pricing model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.
Expected dividend
— The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of
zero
in the option-pricing model.
Forfeitures
— The Company is required to estimate future forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest.
The Company uses the Monte-Carlo Simulation model to value the stock options with a market condition. Valuation techniques such as a Monte-Carlo Simulation model have been developed to value path-dependent awards. The Monte-Carlo
55
Simulation model is a generally accepted statistical technique used, in this instance, to simulate a range of future stock prices for the Company.
The assumptions used to value option grants under the Company’s stock plans are as follows:
|
|
Standard Stock Options
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
Expected life (in years)
|
4.7
|
|
4.7
|
|
4.9
|
|
||
|
Interest rate
|
1.4
|
%
|
1.4
|
%
|
0.8
|
%
|
||
|
Volatility
|
56
|
%
|
57
|
%
|
70
|
%
|
||
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
||
|
|
Market Condition Based Stock Options
|
||||
|
|
2015
|
2014
|
|||
|
Expected life (in years)
|
7.0
|
|
7.0
|
|
|
|
Interest rate
|
1.9
|
%
|
2.2
|
%
|
|
|
Volatility
|
65
|
%
|
66
|
%
|
|
|
Dividend yield
|
—
|
%
|
—
|
%
|
|
|
|
Employee Stock Purchase Plan
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
Expected life (in years)
|
0.5
|
|
0.5
|
|
0.5
|
|
||
|
Interest rate
|
0.1
|
%
|
0.1
|
%
|
0.1
|
%
|
||
|
Volatility
|
48
|
%
|
43
|
%
|
67
|
%
|
||
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
||
Total stock-based compensation recognized in the consolidated statements of income is as follows:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Income Statement Classifications
|
(In thousands)
|
||||||||||
|
Sales and marketing
|
$
|
1,116
|
|
$
|
1,117
|
|
$
|
747
|
|
||
|
Research and development
|
1,303
|
|
1,267
|
|
1,040
|
|
|||||
|
General and administrative
|
3,051
|
|
2,911
|
|
2,857
|
|
|||||
|
Total
|
$
|
5,470
|
|
$
|
5,295
|
|
$
|
4,644
|
|
||
As of December 31,
2015
, there was
$6.7 million
of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options, restricted stock awards and RSU’s granted to the Company’s employees and directors. This cost will be recognized over an estimated weighted-average period of approximately
2.45
years for standard options,
2.92
years for market condition based options,
0.43
years for restricted stock awards and
1.59
years for RSU’s. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
56
10. Stockholders’ Equity
Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) are included in the table below.
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Unrealized Gains
and Losses on
Available-for Sale
Securities
|
Foreign
Currency
Items
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Beginning balance
|
$
|
1
|
|
$
|
101
|
|
$
|
102
|
|
||
|
Other comprehensive income (loss) before reclassifications
|
(16
|
)
|
—
|
|
(16
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
|||||
|
Net current period other comprehensive income (loss)
|
(16
|
)
|
—
|
|
(16
|
)
|
|||||
|
Ending Balance
|
$
|
(15
|
)
|
$
|
101
|
|
$
|
86
|
|
||
Stock Repurchase Program
On November 1, 2007, the Company announced its board of directors’ authorized the repurchase of up to
$50 million
of the Company’s common stock. In addition, on October 22, 2014, the board of directors authorized another
$30 million
under the share repurchase program. The Company may repurchase its stock for cash in the open market in accordance with applicable securities laws. The timing of and amount of any stock repurchase will depend on share price, corporate and regulatory requirements, economic and market conditions, and other factors. The stock repurchase authorization has no expiration date, does not require the Company to repurchase a specific number of shares, and may be modified, suspended, or discontinued at any time.
There were
no
stock repurchases in
2015
under this stock repurchase program. During the year ended December 31,
2014
, the Company repurchased
1,527,647
shares for
$15,000,000
at an average cost of
$9.82
net of transaction costs through open market repurchases. There were
no
stock repurchases in 2013 under this stock repurchase program. These amounts are classified as treasury stock on the Company’s consolidated balance sheet. As of December 31, 2015, the program remains available with approximately
$34.4 million
that may yet be purchased under it.
11. Income Taxes
Income tax benefit (provisions) consisted of the following:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Income before provision for income taxes
|
$
|
4,449
|
|
$
|
6,319
|
|
$
|
3,672
|
|
||
|
Benefit (provision) for income taxes
|
(1,591
|
)
|
(2,196
|
)
|
36,483
|
|
|||||
|
Effective tax rate
|
35.8
|
%
|
34.8
|
%
|
(993.5
|
)%
|
|||||
The
2015
provision for income tax resulted primarily from the Company’s federal and foreign tax recognized at statutory rates, adjusted for the tax impact of nondeductible permanent items including stock-based compensation and foreign withholding taxes. The
2015
provision for income tax also includes non-cash tax expense based on intercompany profit that resulted from the sale of certain IP rights to one of the Company's foreign subsidiaries as part of the Company's reorganization of its international operations during the period, and also includes an increase to the valuation allowance against certain of the Company's deferred tax assets. The
2014
provision for income tax resulted primarily from the decrease in deferred tax assets and foreign withholding tax expense. The
2013
benefit for income tax resulted primarily from the partial release of the Company's valuation allowance.
On July 27, 2015, a U.S. Tax Court opinion (Altera Corporation et. al v. Commissioner) concerning the treatment of stock-based compensation expense in an intercompany cost sharing arrangement was issued. In its opinion, the U.S. Tax Court accepted Altera's position of excluding stock-based compensation from its intercompany cost sharing arrangement. Based on the findings
57
of the U.S. Tax Court, the Company has concluded that it is more likely than not that the Internal Revenue Service will uphold the U.S. Tax Court ruling and accordingly has excluded stock-based compensation from intercompany charges during the period. The Company will continue to monitor ongoing developments and potential impacts to its consolidated financial statements.
The Company reported pre-tax book income of:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Domestic
|
$
|
21,160
|
|
$
|
5,867
|
|
$
|
3,349
|
|
||
|
Foreign
|
(16,711
|
)
|
452
|
|
323
|
|
|||||
|
Total
|
$
|
4,449
|
|
$
|
6,319
|
|
$
|
3,672
|
|
||
The benefit (provision) for income taxes consisted of the following:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Current:
|
|||||||||||
|
United States federal
|
$
|
(1,426
|
)
|
$
|
(218
|
)
|
$
|
(300
|
)
|
||
|
State and local
|
(12
|
)
|
(12
|
)
|
(12
|
)
|
|||||
|
Foreign
|
(389
|
)
|
(75
|
)
|
(55
|
)
|
|||||
|
Total current
|
$
|
(1,827
|
)
|
$
|
(305
|
)
|
$
|
(367
|
)
|
||
|
Deferred:
|
|||||||||||
|
United States federal
|
585
|
|
(2,137
|
)
|
36,190
|
|
|||||
|
State and local
|
—
|
|
—
|
|
—
|
|
|||||
|
Foreign
|
(349
|
)
|
246
|
|
660
|
|
|||||
|
Total deferred
|
236
|
|
(1,891
|
)
|
36,850
|
|
|||||
|
$
|
(1,591
|
)
|
$
|
(2,196
|
)
|
$
|
36,483
|
|
|||
In
2015
,
2014
, and
2013
the Company’s income tax payable was not decreased by the tax benefit related to stock options. The Company includes only the direct tax effects of employee stock incentive plans in calculating this benefit, which is recorded to additional paid-in capital.
58
Deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, tax losses, and credit carryforwards. Significant components of the net deferred tax assets and liabilities consisted of:
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
|
(In thousands)
|
||||||
|
Deferred tax assets:
|
|||||||
|
Net operating loss carryforwards
|
$
|
6,824
|
|
$
|
20,627
|
|
|
|
State income taxes
|
1
|
|
1
|
|
|||
|
Deferred revenue
|
2,505
|
|
4,723
|
|
|||
|
Research and development and other credits
|
10,626
|
|
8,898
|
|
|||
|
Reserves and accruals recognized in different periods
|
6,395
|
|
4,803
|
|
|||
|
Basis difference in investment
|
967
|
|
968
|
|
|||
|
Capitalized R&D expenses
|
4,654
|
|
1,576
|
|
|||
|
Depreciation and amortization
|
523
|
|
783
|
|
|||
|
Deferred rent
|
243
|
|
83
|
|
|||
|
Other
|
14
|
|
(3
|
)
|
|||
|
Total deferred tax assets
|
32,752
|
|
42,459
|
|
|||
|
Valuation allowance
|
(8,119
|
)
|
(7,663
|
)
|
|||
|
Net deferred tax assets
|
$
|
24,633
|
|
$
|
34,796
|
|
|
The Company accounts for deferred taxes under ASC Topic 740, “Income Taxes” (“ASC 740”) which involves weighing positive and negative evidence concerning the realizability of the Company’s deferred tax assets in each jurisdiction. As of
December 31, 2015
, based on its assessment of the realizability of its deferred tax assets, the Company maintains a partial valuation allowance against certain of its U.S. federal, state, and foreign deferred tax assets in each jurisdiction. The valuation allowance increased by
$456,000
.
In November 2015, the FASB issued Accounting Standards Update ASU No. 2015-17 “Balance Sheet Classification of Deferred Taxes” that requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. In addition, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. ASU 2015-17 is effective for reporting periods beginning after December 15, 2016 with early adoption permitted for any interim or annual periods that have not been issued. The Company has decided to adopt ASU2015-17 prospectively for the fourth quarter of fiscal year 2015 and as such, previously issued balance sheets were not retrospectively adjusted. The adoption resulted in a
$2.9 million
classification from current deferred income taxes to noncurrent.
As of
December 31, 2015
, the net operating loss carryforwards for federal and state income tax purposes were approximately
$31.9 million
and
$52.3 million
, respectively. The federal net operating losses expire between
2028
and
2033
and the state net operating losses begin to expire in
2028
.
$9.6 million
of the Company’s net operating losses are associated with excess benefits related to stock compensation, when realized the amount will be an increase to additional paid in capital. The Company also has net operating loss carryforwards from Ireland of
$3.0 million
that can be carried forward indefinitely and do not expire. As of
December 31, 2015
, the Company had federal and state tax credit carryforwards of approximately
$9.8 million
and
$1.4 million
, respectively, available to offset future taxable income. The federal credit carryforwards will expire between
2016
and
2035
and the California tax credits will carryforward indefinitely. In addition, as of
December 31, 2015
, the Company has Canadian research and development credit carryforwards of
$1.6 million
, which will expire at various dates through
2035
. These operating losses and credit carryforwards have not been reviewed by the relevant tax authorities and could be subject to adjustment upon examinations.
Section 382 of the Internal Revenue Code (“IRC Section 382”) imposes limitations on a corporation’s ability to utilize its net operating losses and credit carryforwards if it experiences an “ownership change” as defined by IRC Section 382. Utilization of a portion of the Company’s federal net operating loss carryforward was limited in accordance with IRC Section 382, due to an ownership change that occurred during 1999. This limitation has fully lapsed as of December 31, 2010. As of
December 31, 2015
, the Company conducted an IRC Section 382 analysis with respect to its net operating loss and credit carryforwards and determined there was
no
limitation. There can be
no
assurance that future issuances of the Company’s securities will not trigger limitations under IRC Section 382 which could limit utilization of these tax attributes.
59
For purposes of the reconciliation between the benefit (provision) for income taxes at the statutory rate and the effective tax rate, a national U.S.
35%
rate is applied as follows:
|
2015
|
2014
|
2013
|
||||||
|
Federal statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
|
State taxes, net of federal benefit
|
—
|
%
|
—
|
%
|
0.1
|
%
|
||
|
Sale of IP rights to foreign subsidiary
|
22.5
|
%
|
—
|
%
|
—
|
%
|
||
|
Benefit from foreign losses
|
7.8
|
%
|
—
|
%
|
—
|
%
|
||
|
Foreign withholding
|
0.5
|
%
|
3.5
|
%
|
8.2
|
%
|
||
|
Stock compensation expense
|
5.8
|
%
|
3.8
|
%
|
2.5
|
%
|
||
|
Meals & entertainment
|
0.1
|
%
|
0.1
|
%
|
0.3
|
%
|
||
|
Foreign rate differential
|
(24.0
|
)%
|
(1.1
|
)%
|
(1.7
|
)%
|
||
|
Prior year true-up items
|
1.7
|
%
|
(0.2
|
)%
|
0.1
|
%
|
||
|
Tax reserves
|
3.9
|
%
|
0.8
|
%
|
1.3
|
%
|
||
|
Loss on foreign share transfer
|
5.9
|
%
|
—
|
%
|
—
|
%
|
||
|
Credits
|
(35.5
|
)%
|
(5.7
|
)%
|
(11.0
|
)%
|
||
|
Other
|
3.9
|
%
|
(1.4
|
)%
|
—
|
%
|
||
|
Valuation allowance
|
8.2
|
%
|
—
|
%
|
(1,028.3
|
)%
|
||
|
Effective tax rate
|
35.8
|
%
|
34.8
|
%
|
(993.5
|
)%
|
||
Undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and accordingly,
no
provision for federal and state income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries.
The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
|
2015
|
2014
|
2013
|
|||||||||
|
|
(In thousands)
|
||||||||||
|
Balance at beginning of year
|
$
|
1,744
|
|
$
|
1,634
|
|
$
|
628
|
|
||
|
Gross increases for tax positions of prior years
|
141
|
|
—
|
|
896
|
|
|||||
|
Gross decreases for tax positions of prior years
|
(15
|
)
|
(4
|
)
|
—
|
|
|||||
|
Gross increases for tax positions of current year
|
4,415
|
|
114
|
|
110
|
|
|||||
|
Settlements
|
—
|
|
—
|
|
—
|
|
|||||
|
Lapse of statute of limitations
|
—
|
|
—
|
|
—
|
|
|||||
|
Balance at end of year
|
$
|
6,285
|
|
$
|
1,744
|
|
$
|
1,634
|
|
||
In July 2013, the FASB ratified ASU 2013-11, “Presenting an Unrecognized Tax Benefit (“UTB”) When a Net Operating Loss Carryforward Exists” (“ASU 2013-11”). ASU 2013-2 provides that an UTB, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. ASU 2013-11 was effective for reporting periods beginning after December 15, 2013, and may be applied retrospectively. The impact was not significant on the Company’s consolidated results of operations and financial condition.
The unrecognized tax benefits relate primarily to federal and state research and development credits and intercompany profit on the transfer of certain IP rights to one of the Company’s foreign subsidiaries as part of the Company’s tax reorganization described above. The Company’s policy is to account for interest and penalties related to uncertain tax positions as a component of income tax expense. As of
December 31, 2015
, the Company accrued interest or penalties related to uncertain tax positions in the amount of
$82,000
. The Company expects to release reserves and record a tax benefit in the amount of
$282,000
due to the
60
expiration of statutes of limitations during the next
12 months
. As of
December 31, 2015
, the total amount of unrecognized tax benefits that would affect the Company’s effective tax rate, if recognized, is
$2.3 million
.
Because the Company has net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state and foreign taxing authorities may examine the Company’s tax returns for all years from 1998 through the current period.
12. Net Income Per Share
Basic net income per share is computed using the weighted average number of common shares outstanding for the period, excluding unvested restricted stock and RSUs. Diluted net income per share is computed using the weighted average common shares outstanding for the period plus dilutive potential shares including assumed release of unvested restricted stock and RSUs, assumed exercise of stock options, and assumed issuance of common stock under ESPP using the treasury stock method. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
|
Numerator:
|
|||||||||||
|
Net income
|
$
|
2,858
|
|
$
|
4,123
|
|
$
|
40,155
|
|
||
|
Denominator:
|
|||||||||||
|
Shares used in computation of basic net income per share (weighted average common shares outstanding)
|
28,097
|
|
28,246
|
|
28,190
|
|
|||||
|
Dilutive potential common shares:
|
|||||||||||
|
Stock options, ESPP, Restricted Stock and RSUs
|
918
|
|
898
|
|
1,148
|
|
|||||
|
Shares used in computation of diluted net income per share
|
29,015
|
|
29,144
|
|
29,338
|
|
|||||
|
Basic net income per share:
|
$
|
0.10
|
|
$
|
0.15
|
|
$
|
1.42
|
|
||
|
Diluted net income per share:
|
$
|
0.10
|
|
$
|
0.14
|
|
$
|
1.37
|
|
||
The Company includes the underlying market condition stock options in the calculation of diluted earnings per share if the performance condition has been satisfied as of the end of the reporting period and excludes such options if the performance condition has not been met.
For the year ended December 31,
2015
, options to purchase approximately
1.2 million
shares of common stock with an exercise price greater than the average fair market value of the Company’s stock of
$11.16
per share were not included in the calculation because the effect would have been anti-dilutive.
For the year ended December 31, 2014, options to purchase approximately
1.6 million
shares of common stock with an exercise price greater than the average fair market value of the Company’s stock of
$10.46
per share were not included in the calculation because the effect would have been anti-dilutive.
For the year ended December 31, 2013, options to purchase approximately
979,521
shares of common stock with an exercise price greater than the average fair market value of the Company’s stock of
$11.72
per share were not included in the calculation because the effect would have been anti-dilutive.
13. Employee Benefit Plan
The Company has a 401(k) tax-deferred savings plan under which eligible employees may elect to have a portion of their salary deferred and contributed to the 401(k) plan. Contributions may be made by the Company at its discretion. Beginning in January 2008, the Company matched
25%
of the employee’s contribution up to
$2,000
for the year.
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||
|
Company contribution to 401 (k) plan
|
$
|
127
|
|
$
|
106
|
|
$
|
91
|
|
||
61
14. Contingencies
From time to time, the Company receives claims from third parties asserting that the Company’s technologies, or those of its licensees, infringe on the other parties’ IP rights. Management believes that these claims are without merit. Additionally, periodically, the Company is involved in routine legal matters and contractual disputes incidental to its normal operations. In management’s opinion, the resolution of such matters will not have a material adverse effect on the Company’s consolidated financial condition, results of operations, or liquidity.
In the normal course of business, the Company provides indemnifications of varying scope to customers against claims of IP infringement made by third parties arising from the use of the Company’s IP, technology, or products. Historically, costs related to these guarantees have not been significant, and the Company is unable to estimate the maximum potential impact of these guarantees on its future results of operations.
15. Segment Reporting, Geographic Information, and Significant Customers
Segment Information
The Company develops, licenses, and supports a wide range of software and IP that more fully engage users’ sense of touch when operating digital devices. The Company focuses on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial. The Company manages these application areas in one operating and reporting segment with only one set of management, development, and administrative personnel.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM approves budgets and allocates resources to and assesses the performance of the Company using information about its revenue and operating loss. There is only
one
segment that is reported to management.
Revenue by Market Area
The following is a summary of revenues by market areas. Revenue as a percentage of total revenues by market was as follows:
|
|
Years Ended December 31,
|
|||||||
|
2015
|
2014
|
2013
|
||||||
|
Mobile, Wearables, and Consumer
|
62
|
%
|
60
|
%
|
66
|
%
|
||
|
Gaming Devices
|
24
|
%
|
27
|
%
|
21
|
%
|
||
|
Automotive
|
7
|
%
|
5
|
%
|
5
|
%
|
||
|
Medical
|
7
|
%
|
8
|
%
|
8
|
%
|
||
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
||
Revenue by Region
The following is a summary of revenues by geographic areas. Revenues are broken out geographically by the location of the customer. Geographic revenue as a percentage of total revenues by region was as follows:
|
|
Years Ended December 31,
|
|||||||
|
2015
|
2014
|
2013
|
||||||
|
North America
|
28
|
%
|
29
|
%
|
28
|
%
|
||
|
Europe
|
5
|
%
|
3
|
%
|
4
|
%
|
||
|
Asia
|
67
|
%
|
68
|
%
|
68
|
%
|
||
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
||
62
Geographic revenue as a percentage of total revenues by country was as follows:
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
United States of America
|
27
|
%
|
27
|
%
|
26
|
%
|
||
|
Korea
|
46
|
%
|
51
|
%
|
58
|
%
|
||
|
Japan
|
14
|
%
|
10
|
%
|
7
|
%
|
||
|
Countries of which none are more than 10% in a year
|
13
|
%
|
12
|
%
|
9
|
%
|
||
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
||
Long-lived Assets by Country
The following is a summary of long-lived assets by country. Long-lived assets include net property and equipment, intangibles, and other assets. Geographic long-lived assets as a percentage of total long-lived assets by country were as follows:
|
|
December 31,
|
||||
|
|
2015
|
2014
|
|||
|
United States of America
|
88
|
%
|
57
|
%
|
|
|
Canada
|
8
|
%
|
23
|
%
|
|
|
Rest of World
|
4
|
%
|
20
|
%
|
|
|
Total
|
100
|
%
|
100
|
%
|
|
Significant Customers
Customers comprising
10%
or greater of the Company’s net revenues are summarized as follows:
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Samsung Electronics
|
32
|
%
|
38
|
%
|
47
|
%
|
||
|
Customer B
|
18
|
%
|
17
|
%
|
*
|
|
||
|
Customer C
|
14
|
%
|
12
|
%
|
*
|
|
||
|
Customer D
|
*
|
|
*
|
|
*
|
|
||
|
Customer E
|
*
|
|
*
|
|
*
|
|
||
|
Customer F
|
*
|
|
*
|
|
*
|
|
||
|
Total
|
64
|
%
|
67
|
%
|
47
|
%
|
||
* Revenue derived from customer represented less than 10% for the period.
Customers comprising
10%
or greater of the Company’s outstanding accounts and other receivable are summarized as follows:
|
|
December 31,
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
Customer C
|
*
|
|
66
|
%
|
*
|
|
||
|
Customer D
|
*
|
|
*
|
|
11
|
%
|
||
|
Customer E
|
35
|
%
|
16
|
%
|
28
|
%
|
||
|
Customer F
|
24
|
%
|
*
|
|
*
|
|
||
* Represents less than
10%
of the Company’s outstanding accounts and other receivables.
63
16. Quarterly Results of Operations (Unaudited)
The following table presents certain consolidated statement of income data for the Company’s eight most recent quarters:
|
Dec 31,
|
Sept 30,
|
June 30,
|
Mar 31,
|
Dec 31,
|
Sept 30,
|
June 30,
|
Mar 31,
|
||||||||||||||||||||||||
|
2015
|
2015
|
2015
|
2015
|
2014
|
2014
|
2014
|
2014
|
||||||||||||||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||||||||||||||
|
Revenues (1)
|
$
|
16,570
|
|
$
|
14,313
|
|
$
|
16,223
|
|
$
|
16,287
|
|
$
|
13,619
|
|
$
|
12,051
|
|
$
|
11,831
|
|
$
|
15,436
|
|
|||||||
|
Gross profit
|
16,477
|
|
14,196
|
|
16,108
|
|
16,172
|
|
13,484
|
|
11,947
|
|
11,730
|
|
15,316
|
|
|||||||||||||||
|
Operating income (Loss)
|
1,289
|
|
1,283
|
|
2,217
|
|
(70
|
)
|
1,194
|
|
1,702
|
|
117
|
|
2,954
|
|
|||||||||||||||
|
Income (loss) before provision for taxes
|
1,082
|
|
1,199
|
|
2,263
|
|
(95
|
)
|
1,439
|
|
1,672
|
|
261
|
|
2,947
|
|
|||||||||||||||
|
Benefit (provision) for income taxes
|
56
|
|
(1,015
|
)
|
(668
|
)
|
36
|
|
(422
|
)
|
(599
|
)
|
(92
|
)
|
(1,083
|
)
|
|||||||||||||||
|
Net income (loss)
|
1,138
|
|
184
|
|
1,595
|
|
(59
|
)
|
1,017
|
|
1,073
|
|
169
|
|
1,864
|
|
|||||||||||||||
|
Basic net income (loss) per share (2)
|
$
|
0.04
|
|
$
|
0.01
|
|
$
|
0.06
|
|
$
|
—
|
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.01
|
|
$
|
0.07
|
|
|||||||
|
Shares used in calculating basic net income (loss) per share
|
28,305
|
|
28,190
|
|
28,070
|
|
27,818
|
|
27,733
|
|
28,505
|
|
28,383
|
|
28,370
|
|
|||||||||||||||
|
Diluted net income (loss) per share (2)
|
$
|
0.04
|
|
$
|
0.01
|
|
$
|
0.06
|
|
$
|
—
|
|
$
|
0.04
|
|
$
|
0.04
|
|
$
|
0.01
|
|
$
|
0.06
|
|
|||||||
|
Shares used in calculating diluted net income (loss) per share
|
29,322
|
|
29,134
|
|
28,906
|
|
27,818
|
|
28,430
|
|
29,351
|
|
29,210
|
|
29,382
|
|
|||||||||||||||
(1) The Company typically experiences seasonally higher revenue in the first calendar quarter due to the reporting of holiday sales from some of our customers.
(2) The quarterly earnings per share information is calculated separately for each period. Therefore, the sum of such quarterly per share amounts may differ from the total for the year.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Control and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended) as of
December 31, 2015
, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of ensuring that the information required to be disclosed by us in this Annual Report on Form 10-K is made known to them by others on a timely basis, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in order to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized, and reported by us within the time periods specified in the SEC’s rules and instructions for Form 10-K.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Immersion have been detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and affected by our board of directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2015
. Management’s assessment of internal control over financial reporting was conducted using the criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
64
Commission (“COSO”). In performing the assessment, our management concluded that, as of
December 31, 2015
, our internal control over financial reporting is effective based on these criteria.
Deloitte and Touche LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included herein.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the three months ended
December 31, 2015
that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
None.
65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Immersion Corporation
San Jose, California
We have audited the internal control over financial reporting of Immersion Corporation and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 26, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 26, 2016
66
The SEC allows us to include information required in this report by referring to other documents or reports we have already or will soon be filing. This is called “Incorporation by Reference.” We intend to file our definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by Item 10 with respect to executive officers is set forth in Part I of this Annual Report on Form 10-K and the remaining information required by Item 10 is incorporated by reference from the sections entitled “Election of Directors,” “Corporate Governance,” “Ownership of Our Equity Securities,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Audit Committee Report” in Immersion’s definitive Proxy Statement for its
2016
annual stockholders’ meeting.
Item 11.
Executive Compensation
The information required by Item 11 is incorporated by reference from the sections entitled “Election of Directors,” “Director Compensation,” “Corporate Governance,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation” in Immersion’s definitive Proxy Statement for its
2016
annual stockholders’ meeting.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is incorporated by reference from the section entitled “Ownership of Our Equity Securities” and “Equity Compensation Plan Information” in Immersion’s definitive Proxy Statement for its
2016
annual stockholders’ meeting.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference from the section entitled “Corporate Governance” and “Related Person Transactions” in Immersion’s definitive Proxy Statement for its
2016
annual stockholders’ meeting.
Item 14.
Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference from the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” in Immersion’s definitive Proxy Statement for its
2016
annual stockholders’ meeting.
67
Item 15.
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this Form:
|
|
1
|
Financial Statements
|
|
2
|
Financial Statement Schedules
|
The following financial statement schedule of Immersion Corporation for the years ended
December 31, 2015
,
2014
, and
2013
is filed as part of this Annual Report and should be read in conjunction with the Consolidated Financial Statements of Immersion Corporation.
|
Schedule II—Valuation and Qualifying Accounts
|
Page
74
|
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes herein.
|
3
|
Exhibits:
|
The following exhibits are filed herewith:
68
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed
Herewith
|
||||||||||
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
||||||||||
|
3.1
|
Amended and Restated Bylaws, dated October 31, 2007.
|
8-K
|
000-27969
|
3.4
|
|
November 1, 2007
|
|||||||
|
3.2
|
Amended and Restated Certificate of Incorporation.
|
10-Q
|
000-27969
|
3.1
|
|
August 14, 2000
|
|||||||
|
3.3
|
Certificate of Designation of the Powers, Preferences and Rights of Series A Redeemable Convertible Preferred Stock.
|
8-K
|
000-27969
|
3.1
|
|
July 29, 2003
|
|||||||
|
10.1*
|
1997 Stock Option Plan and form of Incentive Stock Option Agreement and form of Nonqualified Stock Option Agreement.
|
S-1/A
|
333-86361
|
10.2
|
|
November 5, 1999
|
|||||||
|
10.2*
|
1999 Employee Stock Purchase Plan and form of subscription agreement thereunder.
|
S-1/A
|
333-86361
|
10.21
|
|
October 5, 1999
|
|||||||
|
10.3*
|
Immersion Corporation 2000 HT Non-Officer Nonstatutory Stock Option Plan.
|
8-K
|
000-27969
|
2.4
|
|
October 13, 2000
|
|||||||
|
10.4#
|
Settlement Agreement dated July 25, 2003 by and between Microsoft Corporation and Immersion Corporation.
|
S-3
|
333-108607
|
10.3
|
|
September 8, 2003
|
|||||||
|
10.5#
|
License Agreement dated July 25, 2003 by and between Microsoft Corporation and Immersion Corporation.
|
S-3/A
|
333-108607
|
10.4
|
|
February 13, 2004
|
|||||||
69
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed
Herewith
|
||||||||||
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
||||||||||
|
10.6
|
Letter Agreement dated March 18, 2004 by and between Microsoft Corporation and Immersion Corporation.
|
S-3/A
|
333-108607
|
10.10
|
|
March 25, 2004
|
|||||||
|
10.7*
|
Form of Indemnity Agreement.
|
S-3/A
|
333-108607
|
10.11
|
|
March 25, 2004
|
|||||||
|
10.8#
|
Agreement by and among Sony Computer Entertainment America Inc., Sony Computer Entertainment Inc., and Immersion Corporation dated March 1, 2007.
|
10-Q
|
000-27969
|
10.37
|
|
May 10, 2007
|
|||||||
|
10.9*
|
2007 Equity Incentive Plan.
|
8-K
|
000-27969
|
99.1
|
|
June 12, 2007
|
|||||||
|
10.10*
|
Form of Stock Option Agreement (U.S. Participant) for 2007 Equity Incentive Plan.
|
8-K
|
000-27969
|
99.4
|
|
June 12, 2007
|
|||||||
|
10.11*
|
Form of Stock Option Agreement (Non-U.S. Participant) for 2007 Equity Incentive Plan.
|
8-K
|
000-27969
|
99.5
|
|
June 12, 2007
|
|||||||
|
10.12*
|
The Immersion Corporation 2008 Employment Inducement Award Plan dated April 30, 2008.
|
10-Q
|
000-27969
|
10.38
|
|
August 8, 2008
|
|||||||
|
10.13*
|
Form of Stock Option Agreement for Immersion Corporation 2008 Employment Inducement Award Plan.
|
10-Q
|
000-27969
|
10.39
|
|
August 8, 2008
|
|||||||
|
10.14*
|
Settlement Agreement dated August 25, 2008 by and between Microsoft Corporation and Immersion Corporation.
|
10-Q
|
000-27969
|
10.45
|
|
November 7, 2008
|
|||||||
|
10.15*
|
Form of RSU Agreement for Immersion Corporation 2008 Employment Inducement Award Plan.
|
8-K
|
000-27969
|
99.01
|
|
March 4, 2009
|
|||||||
|
10.16*
|
Employment Agreement dated October 21, 2009 by and between Immersion Corporation and Victor Viegas.
|
10-K
|
000-27969
|
10.42
|
|
March 30, 2010
|
|||||||
|
10.17*
|
Form of 2010 Executive Incentive Plan.
|
10-Q
|
000-27969
|
May 7, 2010
|
|||||||||
|
10.18*
|
2011 Equity Incentive Plan.
|
10-Q
|
000-27969
|
10.1
|
|
August 5, 2011
|
|||||||
|
10.19*
|
Form of Stock Option Award Agreement for Immersion Corporation 2011 Equity Incentive Plan.
|
10-Q
|
000-27969
|
10.2
|
|
August 5, 2011
|
|||||||
|
10.20*
|
Form of Award Agreement (Restricted Stock Units) to the Immersion Corporation 2011 Equity Incentive Plan.
|
10-Q
|
000-27969
|
10.3
|
|
August 5, 2011
|
|||||||
|
10.21*
|
Form of Restricted Stock Agreement for Immersion Corporation 2011 Equity Incentive Plan.
|
10-Q
|
000-27969
|
10.4
|
|
August 5, 2011
|
|||||||
|
10.22
|
Office Lease between Carr NP Properties, L.L.C., and Immersion Corporation dated September 15, 2011.
|
10-Q
|
000-27969
|
10.2
|
|
November 7, 2011
|
|||||||
70
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed
Herewith
|
||||||||||
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
||||||||||
|
10.23*
|
Offer Letter dated April 27, 2012 by and between Immersion Corporation and Paul Norris.
|
8-K
|
000-27969
|
10.2
|
|
May 3, 2012
|
|||||||
|
10.24*
|
Retention and Ownership Change Event Agreement dated May 11, 2012 by and between Immersion Corporation and Paul Norris.
|
10-Q
|
000-27969
|
10.2
|
|
August 7, 2012
|
|||||||
|
10.25
|
Amendment No. 1, Effective as of August 1, 2013, to Amended and Restated License Agreement by and between Immersion Software Ireland Limited, Immersion Corporation, and Samsung Electronics Co., Ltd. Entered into as of January 1, 2013.
|
10-Q
|
000-27969
|
10.1
|
|
November 6, 2013
|
|||||||
|
10.26
|
Amendment No. 2, Effective as of January 1, 2013, to Amended and Restated License Agreement by and between Immersion Software Ireland Limited, Immersion Corporation, and Samsung Electronics Co., Ltd. Entered into as of March 19, 2014.
|
10-Q
|
000-27969
|
10.1
|
|
May 6, 2014
|
|||||||
|
10.27*
|
2011 Equity Incentive Plan (incorporated by reference to Annex A of Schedule 14A, File No. 000-27969, filed on April 22, 2014).
|
10-Q
|
000-27969
|
10.1
|
|
August 1, 2014
|
|||||||
|
10.28
|
Amendment No. 3, Effective as of January 1, 2013, to Amended and Restated License Agreement by and between Immersion Software Ireland Limited, Immersion Corporation, and Samsung Electronics Co., Ltd. entered into as of August 14, 2014.
|
10-Q
|
000-27969
|
10.1
|
|
October 31, 2014
|
|||||||
|
10.29
|
First Amendment to Office Lease dated November 12, 2014 by and between Immersion Corporation and BSREP Rio Robles LLC
|
8-K
|
000-27969
|
10.1
|
|
November 14, 2014
|
|||||||
|
10.30*
|
Offer Letter dated December 19, 2013 by and between Immersion Corporation and Jason Patton.
|
10-K
|
000-27969
|
10.33
|
|
February 27, 2015
|
|||||||
71
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|||||||
|
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
|
10.33*
|
|
Offer Letter dated November 24, 2014 by and between Immersion Corporation and Mahesh Sundaram.
|
|
10-K
|
000-27969
|
10.34
|
|
February 27, 2015
|
|
||||
|
21.1
|
|
Subsidiaries of Immersion Corporation.
|
|
|
|
|
|
X
|
|||||
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
X
|
|||||
|
31.1
|
|
Certification of Victor Viegas, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
X
|
|||||
|
31.2
|
|
Certification of Paul Norris, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
X
|
|||||
|
32.1+
|
|
Certification of Victor Viegas, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
X
|
|||||
|
32.2+
|
|
Certification of Paul Norris, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
X
|
|||||
|
101.INS
|
|
XBRL Report Instance Document
|
|
|
|
|
|
X
|
|||||
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
X
|
|||||
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
X
|
|||||
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
X
|
|||||
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
|
X
|
|||||
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
|
X
|
|||||
|
#
|
Certain information has been omitted and filed separately with the Commission. Confidential treatment has been granted with respect to the omitted portions.
|
|
*
|
Constitutes a management contract or compensatory plan.
|
|
+
|
This certification is deemed not filed for purposes of section 18 of the Exchange Act, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, as amended, or the Exchange Act, as amended.
|
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
February 26, 2016
|
IMMERSION CORPORATION
|
||||
|
By
|
|
/s/ PAUL NORRIS
|
||
|
|
Paul Norris
|
|||
|
Chief Financial Officer and
Principal Accounting Officer
|
||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Victor Viegas and Paul Norris, jointly and severally, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
/
S
/ VICTOR VIEGAS
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 26, 2016
|
|
Victor Viegas
|
||||
|
/
S
/ PAUL NORRIS
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
February 26, 2016
|
|
Paul Norris
|
||||
|
/s/ CARL SCHLACHTE
|
|
Director
|
|
February 26, 2016
|
|
Carl Schlachte
|
||||
|
/
S
/ JACK SALTICH
|
|
Director
|
|
February 26, 2016
|
|
Jack Saltich
|
||||
|
/
S
/ DAVID HABIGER
|
|
Director
|
|
February 26, 2016
|
|
David Habiger
|
||||
|
/
S
/ DAVID SUGISHITA
|
|
Director
|
|
February 26, 2016
|
|
David Sugishita
|
||||
|
/
S
/ JOHN VESCHI
|
|
Director
|
|
February 26, 2016
|
|
John Veschi
|
||||
73
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Deductions/
Write-offs
(Recoveries)
|
Balance at
End of
Period
|
|||||||||||||
|
|
(In thousands)
|
|||||||||||||||
|
Year ended December 31, 2015
|
||||||||||||||||
|
Allowance for doubtful accounts
|
$
|
28
|
|
$
|
(6
|
)
|
$
|
7
|
|
$
|
15
|
|
||||
|
Year ended December 31, 2014
|
||||||||||||||||
|
Allowance for doubtful accounts
|
$
|
9
|
|
$
|
16
|
|
$
|
(3
|
)
|
$
|
28
|
|
||||
|
Year ended December 31, 2013
|
||||||||||||||||
|
Allowance for doubtful accounts
|
$
|
134
|
|
$
|
8
|
|
$
|
133
|
|
$
|
9
|
|
||||
74
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Control and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules