Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

December 16, 2024

Date of Report (Date of earliest event reported)

 

IMMERSION CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		001-38334		94-3180138
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

 

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

 

(Address of principal executive offices and zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

 

(Former name or former address, if changed since last report.) 

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below): 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	IMMR	The Nasdaq Global Market
Series B Junior Participating Preferred Stock Purchase Rights	IMMR	The Nasdaq Global Market

 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).  

 

Emerging Growth Company ☐

 

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

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Item 2.02   Results of Operations and Financial Condition.

 

On December 16, 2024, Immersion Corporation (“we”, “our” or the “Company”) issued a press release regarding financial results for our second quarter ended October 31, 2024. A copy of the press release is attached to this Current Report as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

 

The information in Item 2.02 and Exhibit 99.1 in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

     

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Item 9.01   Financial Statements and Exhibits.

(d)    Exhibits 

Exhibit No.		Exhibit Title
99.1		Press Release dated December 16, 2024 (regarding financial results for second quarter ended October 31, 2024)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IMMERSION CORPORATION
Date:	December 16, 2024	By:	/s/ J. MICHAEL DODSON
		Name:	J. Michael Dodson
		Title:	Chief Financial Officer

Exhibit 99.1

Immersion Corporation Reports Second Quarter of Fiscal 2025 Results

GAAP Net Income Attributable to Immersion stockholders of $27.2 million or $0.83 per diluted share

Non-GAAP Net Income Attributable to Immersion stockholders of $40.2 million or $1.22 per diluted share

 

AVENTURA FL, December 16, 2024 – Immersion Corporation (“Immersion”, the “Company”, “we”, “us” or “our”) (Nasdaq: IMMR), a leading provider of technologies for haptics, today reported financial results for the second quarter of its fiscal year ending April  30, 2025, (“fiscal 2025”). 

Second Quarter of Fiscal 2025 Consolidated Financial Summary¹:

 

•	Total revenues of $616.2 million in the three months ended October 31, 2024, compared to $7.0 million in the three months ended June 30, 2023.
•	GAAP net income attributable to Immersion Corporation stockholders was $27.2 million, or $0.83 per diluted share in the three months ended October 31, 2024, compared to $7.0 million, or $0.21 per diluted share, in the three months ended June 30, 2023.
•	GAAP operating expenses of $86.3 million in the three months ended October 31, 2024, compared to $3.9 million in the three months ended June 30, 2023. Non-GAAP operating expenses of $73.2 million in the three months ended October 31, 2024, compared to $2.5 million in the three months ended June 30, 2023.
•	Non-GAAP net income attributable to Immersion Corporation stockholders was $40.2 million, or $1.22 per diluted share, in the three months ended October 31, 2024, compared to $8.4 million, or $0.26 per diluted share, in the three months ended June 30, 2023.

¹ On June 10, 2024, the Company closed certain transactions with Barnes & Noble Education, Inc. (“Barnes & Noble Education”). As part of the transactions, the Company acquired 42% of all outstanding common shares of Barnes & Noble Education, as well as control over Barnes & Noble Education through the five Immersion-appointed board seats. During the second quarter of fiscal 2025, Immersion’s stock ownership was reduced to 41.2% as a result of additional issuances of Barnes & Noble Education’s common stock to noncontrolling stockholders. The financial information presented in this press release includes the consolidated financial information of Barnes & Noble Education from the period of June 10, 2024, through October 31, 2024. The Company owns approximately 11 million shares of Barnes & Noble Education’s common stock.

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“Immersion executed well against its key business objectives in the quarter.  Underscoring our financial strength, we announced a special dividend of $ 0.245 per share payable on January 24, 2025, to shareholders of record of January 10, 2025. We will continue to pursue thoughtful capital allocation as we aim to build our business and create long term shareholder value.” added Singer.

In order to more closely align with Barnes & Noble Education’s fiscal year end, on September 27, 2024, the Board of Directors of Immersion (the “Board”) approved a change of our fiscal year from the period beginning on January 1 and ending on December 31 to the period beginning on May 1 and ending on April 30.  Our new fiscal quarters end on July 31, October 31, January 31, and April 30. Therefore, the financial results of certain fiscal quarters may not be comparable to prior fiscal quarters. We did not recast the condensed consolidated financial statements for the three and six months ended October 31, 2023, because the financial reporting processes in place at that time included certain procedures that were completed only on a quarterly basis. Consequently, to recast this period would have been impractical and would not have been cost-justified. As a result, the condensed consolidated financial statements for the three and six months ended June 30, 2023, are presented as the most comparable quarter of the prior year.

The condensed consolidated financial information presented includes the financial information of Barnes & Noble Education for the 13 weeks ended October 26, 2024, and for period from June 10, 2024, to October 31, 2024.

On November 8, 2024, our Board declared a special cash dividend of $0.245 per share on our outstanding common stock payable, subject to any prior revocation, on January 24, 2025, to stockholders of record on January 10, 2025.  Future quarterly dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time.

About Immersion Corporation

Immersion Corporation (Nasdaq: IMMR) was incorporated in 1993 in California and reincorporated in Delaware in 1999.

The Company is a leading provider of touch feedback technology, also known as haptics. The Company accelerates and scales haptic experiences by providing haptic technology for mobile, automotive, gaming, and consumer electronics. Haptic technology creates immersive and realistic experiences that enhance digital interactions by engaging users’ sense of touch. Learn more at www.immersion.com.

On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education. Barnes & Noble Education is a contract operator of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Barnes & Noble Education is also a textbook wholesaler and inventory management hardware and software providers. Barnes & Noble Education operates physical, virtual, and custom bookstores, delivering essential educational content, tools, and general merchandise within a dynamic omnichannel retail environment.  

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Use of Non-GAAP Financial Measures

 

The Company reports all financial information required in accordance with generally accepted accounting principles (“GAAP”), but it believes that evaluating its ongoing operating results may be difficult to understand if limited to reviewing only GAAP financial measures. The Company discloses certain non-GAAP information, such as   Non-GAAP net income attributable to Immersion stockholders, Non-GAAP net income per diluted common share attributable to Immersion stockholders, and Non-GAAP operating expenses because it is useful in understanding the Company’s performance as it excludes certain non-cash expenses like stock-based compensation expense, depreciation and amortization of property and equipment, restructuring expense, business acquisition related costs and other nonrecurring charges that many investors feel may obscure the Company’s true operating performance. Likewise, management uses these non-GAAP financial measures to manage and assess the profitability of its business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under GAAP. The non-GAAP financial measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in tables contained in this press release.

Forward-looking Statements

 

This press release 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 identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “can,” “will,” “places,” “estimates,” and other similar expressions. However, these words are not the only way we identify forward-looking statements. Examples of forward-looking statements include any expectations, projections, or other characterizations of future events, or circumstances, including but not limited to statements about the Company’s focus on protecting its intellectual property, either through the execution of new or renewal license agreements or by proactive enforcement continuing to pursue thoughtful capital allocation to increase long-term stockholder value, and the timing of any dividend payments.

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Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results could differ materially from those projected in the forward-looking statements, therefore we caution you not to place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the inability to predict the outcome of any litigation, the costs associated with any litigation and the risks related to our business, both direct and indirect, of initiating litigation, unanticipated changes in the markets in which the Company operates; the effects of the current macroeconomic climate; delay in or failure to achieve adoption of or commercial demand for the Company’s products or third party products incorporating the Company’s technologies; the inability of Immersion to renew existing licensing arrangements, or enter into new licensing arrangements on favorable terms; the loss of a major customer;  the ability of Immersion to protect and enforce its intellectual property rights and other factors. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in Immersion’s Annual Report on Form 10-K for 2023 as filed with the U.S. Securities and Exchange Commission (the “SEC”), Barnes & Noble Education’s Annual Report on Form 10-K for its fiscal year ended April 27, 2024, as filed with the SEC, and Immersion’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2024, as filed with the SEC. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and the Company does not intend to update these forward-looking statements after the date of this press release, except as required by law.

 

Immersion, and the Immersion logo are trademarks of Immersion Corporation in the United States and other countries. All the other trademarks are the property of their respective owners. The use of the word “partner” or “partnership” in this press release does not mean a legal partner or legal partnership.

 

(IMMR – C)

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 Immersion Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

		October 31, 2024				April 30, 2024
ASSETS
Current assets
Immersion
Cash and cash equivalents	$	68,920			$	85,521
Investments - current		78,809				92,848
Accounts receivable, net		4,315				3,138
Prepaid expenses and other current assets		14,846				9,101
		166,890				190,608
Barnes & Noble Education
Cash and cash equivalents		11,619				—
Accounts receivable, net		275,847				—
Merchandise inventories, net		315,469				—
Textbook rental Inventories, net		49,672				—
Prepaid expenses and other current assets		33,329				—
		685,936				—
Total current assets		852,826				190,608
Immersion
Property and equipment, net		142				164
Investments - noncurrent		37,347				46,545
Long-term deposits		6,293				6,324
Deferred tax assets		3,342				2,793
Other assets - noncurrent		24,398				87
		71,522				55,913
Barnes & Noble Education
Property and equipment, net		107,413				—
Intangible assets, net		93,504				—
Goodwill		14,220				—
Operating lease right-of-use assets		169,250				—
Other assets - noncurrent		11,383				—
		395,770				—
Total assets	$	1,320,118			$	246,521

 

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 Immersion Corporation

Condensed Consolidated Balance Sheets (Continued)

(In thousands)

(Unaudited)

 

		October 31, 2024				April 30, 2024
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Immersion
Accounts payable	$	51			$	55
Accrued compensation		2,860				4,003
Deferred revenue - current		2,956				12,494
Other current liabilities		25,478				13,654
		31,345				30,206
Barnes & Noble Education
Accounts payable		298,952				—
Accrued liabilities		60,508				—
Deferred revenue - current		37,662				—
Operating lease liabilities - current		88,730				—
		485,852				—
Total current liabilities		517,197				30,206
Immersion
Deferred revenue, net		7,262				7,978
Other long-term liabilities		4,946				7,107
		12,208				15,085
Barnes & Noble Education
Deferred tax liabilities, net		2,050				—
Operating lease liabilities - noncurrent		114,290				—
Deferred revenue - noncurrent		3,215				—
Other noncurrent liabilities		11,120				—
Long-term borrowings		177,551				—
		308,226				—
Total liabilities		837,631				45,291
Total stockholders' equity attributable to Immersion Corporation stockholders		310,881				201,230
Noncontrolling interest in consolidated subsidiaries		171,606				—
Total stockholders' equity		482,487				201,230
Total liabilities and stockholders' equity	$	1,320,118			$	246,521

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Immersion Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

	Three Months Ended								Six Months Ended
		October 31, 20241				June 30, 2023				October 31, 20241				June 30, 2023
Revenues:
Immersion
Royalty and license	$	14,127			$	6,983			$	62,552			$	14,057
Barnes & Noble Education
Product and other		559,674				—				689,792				—
Rental income		42,448				—				47,394				—
Total revenues		616,249				6,983				799,738				14,057
Cost of sale (excludes depreciation and amortization expense):
Barnes & Noble Education
Product and other		443,123				—				554,004				—
Rental income		22,387				—				25,183				—
		465,510				—				579,187				—
Operating expenses:
Immersion
Selling and administrative expenses		4,165				3,870				17,576				7,685
Barnes & Noble Education
Selling and administrative expenses		72,717				—				107,324				—
Depreciation and amortization expense		9,391				—				14,651
Restructuring and other charges		59				—				5,064				—
		82,167				—				127,039				—
Total operating expenses		86,332				3,870				144,615				7,685
Operating income		64,407				3,113				75,936				6,372
Interest and other income, net		3,540				6,759				14,236				13,285
Interest expense		(4,547)				—				(6,914)				—
Income before provision for income taxes		63,400				9,872				83,258				19,657
Provision for income taxes		(7,641)				(2,844)				(15,104)				(4,351)
Net income	$	55,759			$	7,028			$	68,154			$	15,306
Net income attributable to noncontrolling interest		28,602				—				13,837				—
Net income attributable to Immersion stockholders	$	27,157			$	7,028			$	54,317			$	15,306
Diluted income per common share attributable to Immersion stockholders	$	0.83			$	0.21			$	1.65			$	0.47
Shares used in calculating diluted net income per share		32,917				32,810				32,889				32,839

¹  The financial information presented includes the financial information of Barnes & Noble Education for the 13 weeks and 26 weeks ended October 26, 2024. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods.

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Immersion Corporation

Reconciliation of GAAP net income attributable to Immersion stockholders to Non-GAAP net income attributable to Immersion stockholders

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended								Six Months Ended
		October 31, 20241				June 30, 20232				October 31, 20241				June 30, 20232
GAAP net income attributable to Immersion stockholders	$	27,157			$	7,028			$	54,317			$	15,306
Add: Stock-based compensation		3,185				760				4,800				1,707
Depreciation and amortization of property and equipment		9,391				21				14,680				42
Restructuring expense and other charges		59				125				5,064				312
Business acquisition related costs		426				—				2,774				—
Other nonrecurring charges		31				481				71				560
Non-GAAP net income attributable to Immersion stockholders	$	40,249			$	8,415			$	81,706			$	17,927
Non-GAAP net income per diluted common share attributable to Immersion stockholder	$	1.22			$	0.26			$	2.48			$	0.55
Shares used in calculating Non-GAAP net income per diluted share attributable to Immersion stockholder		32,917				32,810				32,889				32,839

¹  The financial information presented includes the financial information of Barnes & Noble Education for the 13 weeks and 26 weeks ended October 26, 2024. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods

²  In order to provide for better comparability between periods and a better understanding of underlying trends, the Non-GAAP information above includes an updated presentation of the applicable period of the prior year 2023.

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Immersion Corporation

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses

(In thousands)

(Unaudited)

 

	Three Months Ended								Six Months Ended
		October 31, 2024				June 30, 2023				October 31, 2024				June 30, 2023
GAAP operating expenses	$	86,332			$	3,870			$	144,615			$	7,685
Adjustments to GAAP operating expenses:
Stock-based compensation expense		(3,185)				(760)				(4,800)				(1,707)
Depreciation and amortization expense of property and equipment		(9,391)				(21)				(14,680)				(42)
Restructuring expense charges		(59)				(125)				(5,064)				(312)
Business acquisition related costs		(426)				—				(2,774)				—
Other nonrecurring charges		(31)				(481)				(71)				(560)
Non-GAAP operating expenses	$	73,240			$	2,483			$	117,226			$	5,064

Investor Contact:

 

J. Michael Dodson

Immersion Corporation

[e-mail]

Cover	Dec. 16, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	IMMERSION CORPORATION
Entity File Number	001-38334
Entity Tax Identification Number	94-3180138
Entity Address, Address Line One	2999 N.E. 191st Street, Suite 610
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
City Area Code	408
Local Phone Number	467-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001058811
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	IMMR
Security Exchange Name	NASDAQ
Series B
Entity Information [Line Items]
Title of 12(b) Security	Series B Junior Participating Preferred Stock Purchase Rights
Trading Symbol	IMMR
Security Exchange Name	NASDAQ

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