0001628280-18-002067.txt : 20180222 0001628280-18-002067.hdr.sgml : 20180222 20180222162313 ACCESSION NUMBER: 0001628280-18-002067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMERSION CORP CENTRAL INDEX KEY: 0001058811 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943180138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38334 FILM NUMBER: 18632852 BUSINESS ADDRESS: STREET 1: 50 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-467-1900 MAIL ADDRESS: STREET 1: 50 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: IMMERSION HUMAN INTERFACE CORP DATE OF NAME CHANGE: 19980602 8-K 1 immr8-k12312017.htm FORM 8-K Document


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
February 22, 2018
Date of Report (Date of earliest event reported)
 
__________________________ 
IMMERSION CORPORATION
(Exact name of Registrant as specified in its charter)
__________________________ 
 
Delaware
 
000-27969
 
94-3180138
(State or other jurisdiction
of incorporation)
 
(Commission
file number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
50 Rio Robles, San Jose, CA
 
95134
(Address of principal executive offices)
 
(Zip Code)
(408) 467-1900
(Registrant’s telephone number, including area code)
Not Applicable
(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))






Item 2.02 Results of Operations and Financial Condition.

The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying Exhibits shall not be deemed to be incorporated by reference into any filing with the Securities and Exchange Commission made by Immersion Corporation (“Immersion” or the “Company”) whether before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
On February 22, 2018, Immersion issued a press release announcing certain of its financial results for the quarter ended December 31, 2017. The press release is attached to this report as Exhibit 99.01.



Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.


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: February 22, 2018
 
By:
 
/s/ Nancy Erba
 
 
 
 
Name:
 
Nancy Erba
 
 
 
 
Title:
 
Chief Financial Officer



EX-99.01 2 immr8-k12312017exhibit9901.htm EXHIBIT 99.01 Exhibit


Exhibit 99.01


Immersion Corporation Reports Fourth Quarter and Full Year 2017 Results
SAN JOSE, Calif., February 22, 2018 -- Immersion Corporation (NASDAQ: IMMR), the leading developer and licensor of touch feedback technology, today reported financial results for the fourth quarter and year ended December 31, 2017.
Results for the quarter ended December 31, 2017
Total revenues for the fourth quarter of 2017 were $6.9 million, a decrease of 26% compared to $9.3 million for the fourth quarter of 2016. Royalty and license revenues of $6.7 million for the fourth quarter of 2017 were down 25% compared to $8.9 million for the same period last year.
Net loss for the fourth quarter of 2017 was $12.3 million, or $(0.42) per diluted share. This compares to net loss of $38.1 million, or $(1.32) per diluted share, for the fourth quarter of 2016. Net loss for the fourth quarter of 2016 includes a tax provision of $26.8 million, primarily related to a non-cash charge of $28.1 million recorded to establish a full valuation allowance against the Company’s U.S. deferred tax assets.
Non-GAAP net loss for the fourth quarter of 2017 was $6.2 million, or $(0.21) per share, compared with non-GAAP net loss of $7.9 million, or $(0.27) per share, for the fourth quarter of 2016. (See attached table for a reconciliation of GAAP to non-GAAP financial measures.)
Results for the year ended December 31, 2017
Revenues for 2017 were $35.0 million, a decrease of 39% as compared to $57.1 million for 2016. Royalty and license revenues for 2017 totaled $34.1 million, a decrease of 39% from $56.0 million for 2016. Total revenues for 2016 include recognition of a non-recurring license fee from Samsung of $19.0 million.
Net loss for 2017 was $45.3 million, or $(1.55) per share, as compared to net loss of $39.4 million, or $(1.37) per share, for 2016. Net loss for 2016 includes a tax provision of $25.5 million, primarily related to a non-cash charge of $28.1 million to establish a valuation allowance against the Company’s U.S. deferred tax assets.
Non-GAAP net loss for 2017 was $28.6 million, or $(0.98) per share, as compared to non-GAAP net loss of $5.0 million, or $(0.17) per share. (See attached table for a reconciliation of GAAP to non-GAAP financial measures.)
As of December 31, 2017, Immersion’s cash, cash equivalents and short term investments were $46.5 million, compared to $89.8 million as of December 31, 2016.
Management Commentary and Business Outlook
“Immersion has been and will continue to be, the torchbearer of haptics,” said Carl Schlachte, interim CEO and Chairman of the Board. “Our focus on innovation and development of cutting-edge haptic technology remains at the forefront of our company’s strategy. Today, our employees are working on haptic technology solutions for fascinating and seemingly insurmountable challenges that will become mainstream in the market during the next five to ten years. This is the work we do here at Immersion; this is why our patent portfolio is exceptional; and, this is why I’m so excited about the future of our company.”





“Our financial outlook for 2018 has been estimated in accordance with ASC 606 and based on current expectations regarding existing and anticipated fixed license fee contracts, independent of possible litigation outcomes. As such, we anticipate annual revenues of $80 million to $95 million and Non-GAAP net income of $35 million to $46 million,” concluded Mr. Schlachte.
Recent Business Highlights
Entered into settlement and license agreements with Apple, the terms of which are confidential.
Signed a multi-year license agreement with Marquardt GmbH, providing Marquardt with access to Immersion’s patented haptic technology for use in its automotive solutions.
Signed a multi-year license agreement whereby Japan's Nippon Seiki Co., Ltd., a global supplier of control panels for home, office and factory appliances, will license Immersion's technology for its line of printer and copier products.
Conference Call Information
Immersion will host a conference call with company management on Thursday, February 22, 2018 at 2:00 p.m. Pacific time (5:00 p.m. Eastern time) to discuss financial results for the fourth quarter and fiscal year ended December 31, 2017. To participate on the live call, analysts and investors should dial +1 888-857-6930 (conference ID: 4111783) at least ten minutes prior to the start of the call. A live and archived webcast of the conference call will also be available for 90 days within the investor relations section of Immersion’s corporate Web site at www.immersion.com.
About Immersion
Immersion Corporation (NASDAQ:IMMR) is the leading innovator of touch feedback technology, also known as haptics. The company provides technology solutions for creating immersive and realistic experiences that enhance digital interactions by engaging users’ sense of touch. With more than 2,800 issued or pending patents, Immersion's technology has been adopted in more than 3 billion digital devices, and provides haptics in mobile, automotive, advertising, gaming, medical and consumer electronics products. Immersion is headquartered in San Jose, California with offices worldwide. Learn more at www.immersion.com.
Adoption of Revenue Accounting Standard ASC 606
On January 1, 2018, Immersion will adopt the new revenue accounting standard (ASC 606) which will substantially impact the timing of our revenue recognized in future reporting periods. The company is currently in the process of finalizing all of the impacts of ASC 606 including certain estimates relative to our accounting for our fixed fee license contracts.
Use of Non-GAAP Financial Measures
Immersion 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. Immersion discloses this non-GAAP information, such as Non-GAAP net loss and Non-GAAP net loss per share, because it is useful in understanding the company’s performance as it more closely reflects its expected long-term effective tax rates and excludes certain non-cash expenses and other special charges, such as deferred tax assets valuation allowance and restructuring costs, 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. Investors are encouraged to review the related GAAP financial measures.
Forward-looking Statements





This press release contains “forward-looking statements” that involve risks and uncertainties as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Immersion Corporation and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements.
All statements, other than the statements of historical fact, are statements that may be deemed forward-looking statements, including, but not limited to, our expectation that revenues for 2018 will be in the range of $80 million to $95 million and non-GAAP net income for 2018 ranging from $35 million to $46 million and statements regarding litigation outcomes.
Immersion’s actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Immersion’s business, which include, but are not limited to, potential and actual claims and proceedings, including litigation involving Immersion’s intellectual property; the impact of litigation developments on existing and potential customers; delay in or failure to achieve commercial demand for Immersion’s or its licensees’ products; the impact of new accounting standards that will affect key items such as revenue recognition and sales commissions; unexpected difficulties in monetizing the patent portfolio; the commercial success of applications or devices into which Immersion’s technology is licensed; the continued popularity of mobile games and wearables; potentially lengthy sales cycles and design processes; unanticipated difficulties and challenges encountered in development efforts; unexpected costs; the fact that certain target markets are still relatively nascent; risks associated with doing business internationally; litigation costs in any current or future litigation; failure to retain key personnel; ability to retain personnel; competition; the inherently uncertain nature of litigation which makes future outcomes and timing difficult to predict; the impact of global economic conditions and foreign currency exchange rates and other factors. Many of these risks and uncertainties are beyond the control of Immersion.
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 2016 and its most recent Quarterly Report on Form 10-Q which are on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect Immersion’s beliefs and predictions as of the date of this release. Immersion disclaims any obligation to update these forward-looking statements as a result of financial, business, or any other developments occurring after the date of this release.
Immersion, the Immersion logo and TouchSense are trademarks or registered trademarks of Immersion Corporation in the United States and other countries. All 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)
###










Immersion Corporation
Condensed Consolidated Balance Sheets
(In thousands)
 
 
 
December 31, 2017
 
December 31, 2016
 
 
(Unaudited)
 
(1)
ASSETS
 
 
 
 
Cash and cash equivalents
 
$
24,622

 
$
56,865

Short-term investments
 
21,916

 
32,907

Accounts receivable, net
 
806

 
1,382

Prepaid expenses and other current assets
 
736

 
2,876

Total current assets
 
48,080

 
94,030

Property and equipment, net
 
3,150

 
4,016

Deferred income tax assets
 
401

 
359

Prepaid income taxes
 

 
4,997

Other assets, net
 
344

 
365

TOTAL ASSETS
 
$
51,975

 
$
103,767

LIABILITIES
 
 
 
 
Accounts payable
 
$
6,647

 
$
5,951

Accrued compensation
 
4,133

 
4,753

Other current liabilities
 
3,896

 
4,409

Deferred revenue
 
4,424

 
5,909

Total current liabilities
 
19,100

 
21,022

Long-term deferred revenue
 
22,303

 
26,393

Other long-term liabilities
 
915

 
1,012

TOTAL LIABILITIES
 
42,318

 
48,427

STOCKHOLDERS’ EQUITY
 
9,657

 
55,340

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
 
$
51,975

 
$
103,767

 
(1)
Derived from Immersion’s annual audited consolidated financial statements.






Immersion Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months
Ended December 31,
 
Year
Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
 
Royalty and license
 
$
6,662

 
$
8,918

 
$
34,089

 
$
56,030

Development, services, and other
 
234

 
375

 
924

 
1,056

Total revenues
 
6,896

 
9,293

 
35,013

 
57,086

Costs and expenses:
 
 
 
 
 
 
 
 
Cost of revenues
 
39

 
58

 
197

 
197

Sales and marketing
 
3,374

 
3,878

 
13,516

 
14,613

Research and development
 
2,621

 
3,159

 
11,759

 
13,388

General and administrative
 
11,458

 
13,406

 
53,343

 
44,151

Restructuring costs
 
1,620

 

 
1,620

 

Total costs and expenses
 
19,112

 
20,501

 
80,435

 
72,349

Operating loss
 
(12,216
)
 
(11,208
)
 
(45,422
)
 
(15,263
)
Interest and other income (expense)
 
107

 
(155
)
 
611

 
754

Loss from continuing operations before provision for income taxes
 
(12,109
)
 
(11,363
)
 
(44,811
)
 
(14,509
)
Provision for income taxes
 
(185
)
 
(26,785
)
 
(480
)
 
(25,521
)
Loss from continuing operations
 
(12,294
)
 
(38,148
)
 
(45,291
)
 
(40,030
)
Income from discontinued operations
 

 

 

 
649

Net loss
 
$
(12,294
)
 
$
(38,148
)
 
$
(45,291
)
 
$
(39,381
)
Basic net income (loss) per share
 
 
 
 
 
 
 
 
         Continuing operations
 
$
(0.42
)
 
$
(1.32
)
 
$
(1.55
)
 
$
(1.39
)
         Discontinued operations
 
$
0.00

 
$
0.00

 
$

 
$
0.02

Total
 
$
(0.42
)
 
$
(1.32
)
 
$
(1.55
)
 
$
(1.37
)
Shares used in calculating basic net income (loss) per share
 
29,250

 
28,860

 
29,179

 
28,759

Diluted net income (loss) per share
 
 
 
 
 
 
 
 
         Continuing operations
 
$
(0.42
)
 
$
(1.32
)
 
$
(1.55
)
 
$
(1.39
)
         Discontinued operations
 
$
0.00

 
$
0.00

 
$
0.00

 
$
0.02

Total
 
$
(0.42
)
 
$
(1.32
)
 
$
(1.55
)
 
$
(1.37
)
Shares used in calculating diluted net income (loss) per share
 
29,250

 
28,860

 
29,179

 
28,759










Immersion Corporation
Reconciliation of GAAP Net Loss to Non-GAAP Net Loss
(In thousands, except per share amounts)
(Unaudited)
 

 
 
Three Months
Ended December 31,
 
Year
Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
GAAP net loss
 
$
(12,294
)
 
$
(38,148
)
 
$
(45,291
)
 
$
(39,381
)
Add: Stock-based compensation
 
2,028

 
1,308

 
6,102

 
6,111

Add: Restructuring costs
 
1,620

 
 
 
1,620

 
 
Add: Provision for income taxes
 
185

 
26,785

 
480

 
25,521

Less: Non-GAAP benefit provision for income taxes on continuing operations (at 19%)
 
2,301

 
2,159

 
8,514

 
2,757

Non-GAAP net loss
 
$
(6,160
)
 
$
(7,896
)
 
$
(28,575
)
 
$
(4,992
)
Non-GAAP net loss per share
 
$
(0.21
)
 
$
(0.27
)
 
$
(0.98
)
 
$
(0.17
)
Shares used in calculating Non-GAAP net loss per share
 
29,250

 
28,860

 
29,179

 
28,759




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