8-K

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, 2023

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)

(408) 467-1900

(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

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 22, 2023, Immersion Corporation (the “Company”) issued a press release regarding financial results for the fourth quarter ended December 31, 2022. 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, 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 Securities Exchange Act of 1934, as amended.

Item 8.01 Other events.

On February 22, 2023, the Company announced that its Board of Directors (the “Board”) declared a quarterly dividend. The quarterly dividend, in the amount of $0.03 per share, will be payable, subject to any prior revocation, on April 28, 2023 to shareholders of record on April 13, 2023. Future 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.

Forward Looking Statements

This Item 8.01 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s dividend program. These forward-looking statements are subject to involve risks and uncertainties. These forward-looking statements may be identified by terms such as “will,” “may,” “plans,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the anticipated amount, duration, methods, timing and other aspects of our dividend program and any anticipated benefits or value resulting from any such dividends. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, any unforeseen need for capital which may require us to divert funds we may have otherwise used for the dividend program, which may in turn negatively impact our ability to administer the quarterly dividends. In addition, the timing and amount of future dividends, if any, will be made as management deems appropriate and will depend on a variety of factors including stock price, market conditions, corporate and regulatory requirements (including applicable securities laws and regulations and the rules of The Nasdaq Stock Market), any additional constraints related to material inside information the Company may possess, and capital availability. More information regarding these and other risks, uncertainties and factors is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time. You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this Form 8-K. All information in this Form 8-K is as of the date stated and unless required by law, the Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Form 8-K or to report the occurrence of unanticipated events other than as required by law or regulation.

Item 9.01 Financial Statements and Exhibits.

a.Exhibits

Exhibit No.	Exhibit Title
99.1	Press Release dated February 22, 2023 (regarding financial results for fourth quarter ended December 31, 2022)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2023	By:	/s/ AARON AKERMAN
		Name:	Aaron Akerman
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Immersion Corporation Reports Fourth Quarter 2022 Results

GAAP Net Income of $19.7 million or $0.60 per diluted share

Non-GAAP Net Income of $14.8 million or $0.45 per diluted share

Declares Quarterly Dividend

AVENTURA FL, February 22, 2023 – Immersion Corporation (NASDAQ: IMMR), a leading developer and provider of technologies for haptics, today reported financial results for the fourth quarter ended December 31, 2022.

Fourth Quarter Financial Summary:

• Total revenues of $9.2 million, compared to $9.7 million in the fourth quarter of 2021. Royalty and license revenues were $9.1 million, compared to $9.7 million in the fourth quarter of 2021.

• GAAP net income was $19.7 million, or $0.60 per diluted share, compared to GAAP net income of $1.3 million, or $0.04 per diluted share, in the fourth quarter of 2021.

• GAAP operating expenses of $3.4 million declined 14% from $3.9 million in the fourth quarter of 2021. Non-GAAP operating expenses of $2.6 million declined 21% from $3.2 million in the fourth quarter of 2021. (See attached table for a reconciliation of GAAP to non-GAAP financial measures.)

• Non-GAAP net income was $14.8 million, or $0.45 per diluted share, compared to non-GAAP net income of $5.8 million, or $0.17 per diluted share in the fourth quarter of 2021.

Fiscal Year 2022 Financial Summary:

• Revenues for 2022 were $38.5 million, compared to $35.1 million in 2021. Royalty and license revenues for 2022 totaled $38.2 million, compared to $34.7 million in 2021.

• Net income for 2022 was $30.7 million, or $0.92 per diluted share, compared to net income of $12.5 million, or $0.39 per diluted share, for 2021.

• Non-GAAP net income for 2022 was $29.4 million, or $0.88 per diluted share, compared to non-GAAP net income for 2021 of $20.6 million, or $0.65 per diluted share.

• Cash, cash equivalents and short-term investments were $149.7 million as of December 31, 2022, an increase of $11.8 million from $137.9 million as of December 31, 2021.

• Repurchased 2,542,065 shares in 2022 (7.4% of shares outstanding at December 31, 2021) at an average price of $5.20 per share.

• Approved first quarterly dividend of $0.03 cents per share as well as a one-time special dividend of $0.10 cents per share, both of which were paid out on January 30, 2023.

Eric Singer, Chairman & CEO, stated, “By any measure, this was a successful quarter and year for Immersion. We improved our cash, cash equivalents and short-term investments sequentially by $16 million and ended the year with $157.7 million in stockholder equity, or $4.86 per share.”

“We are focused on protecting our intellectual property through the execution of new license agreements, the renewal of existing agreements, and by proactive enforcement. We also continue to pursue thoughtful capital allocation to increase long-term shareholder value, including, but not limited to, our $50 million stock repurchase program. Today, we are pleased to declare our second consecutive quarterly dividend of $0.03 cents per share,” said Singer.

The second quarterly dividend will be paid on April 28, 2023 to shareholders of record on April 13, 2023.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.In addition, the Company’s current stock repurchase program allows for the repurchase of shares with an aggregate value of up to $50 million.

Recent Business Highlights:

•Signed a license agreement with Vishay Intertechnology, Inc. (NYSE: VSH) to bundle Immersion haptic patent licenses for purchasers of Vishay’s solenoid-based haptic actuators, streamlining the design-in process for Vishay’s game-changing technology.

•Renewed a multi-year license with Dongwoon Anatech, which creates analog integrated circuits (ICs) for phones, wearables, and other electronic devices, to make our haptic patent licenses available to mobile phone, wearable, and PC OEMs through Dongwoon.

About Immersion

Immersion Corporation (NASDAQ: IMMR) is a leading innovator of touch feedback technology, also known as haptics. The company invents, accelerates, and scales haptic experiences by providing technology solutions 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.

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 income, Non-GAAP operating expenses and Non-GAAP net income per diluted share because it is useful in understanding the company’s performance as it excludes certain non-cash expenses like stock-based compensation expense and other special charges, such as deferred tax assets valuation allowance, depreciation 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. 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 shareholder value, and the timing of any dividend payments.

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, the effects of the COVID-19 global pandemic on the Company and its business, and on the business of its suppliers and customers; unanticipated changes in the markets in which the Company operates; the effects of the current macroeconomic climate (especially in light of the ongoing adverse effects of the COVID-19 global pandemic); 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 2021 and in its most recent Quarterly Report on Form 10-Q which are on file with the U.S. Securities and Exchange Commission. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and Immersion 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 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)

(Unaudited)

	December 31, 2022		December 31, 2021
	(1)		(1)
ASSETS
Cash and cash equivalents	$	48,820	$	51,490
Investments-current	100,918		86,431
Accounts and other receivables	1,235		1,970
Prepaid expenses and other current assets	9,347		13,432
Total current assets	160,320		153,323
Property and equipment, net	293		444
Investments-noncurrent	17,040		7,286
Long-term deposits	4,324		9,658
Deferred tax assets	7,217		2,115
Other assets	916		2,694
TOTAL ASSETS	$	190,110	$	175,520
LIABILITIES
Accounts payable	$	86	$	2
Accrued compensation	2,029		555
Deferred revenue-current	4,766		4,826
Other current liabilities	12,465		11,247
Total current liabilities	19,346		16,630
Deferred revenue - noncurrent	12,629		16,699
Other long-term liabilities	435		896
Total liabilities	32,410		34,225
STOCKHOLDERS’ EQUITY	157,700		141,295
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	190,110	$	175,520
(1) Derived from Immersion’s annual audited consolidated financial statements.

Immersion Corporation

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
	2022		2021		2022		2021
	(1)		(1)		(2)		(2)
Revenues:
Royalty and license	$	9,099	$	9,672	$	38,178	$	34,689
Development, services, and other	65		75		283		400
Total revenues	9,164		9,747		38,461		35,089
Costs and expenses:
Cost of revenues	—		10		4		88
Sales and marketing	229		498		1,215		3,241
Research and development	262		708		1,380		4,150
General and administrative	2,892		2,729		11,442		9,835
Total costs and expenses	3,383		3,945		14,041		17,314
Operating Income	5,781		5,802		24,420		17,775
Interest and other income (loss), net	8,958		(647)		2,545		(485)
Income before benefit from (provision for) income taxes	14,739		5,155		26,965		17,290
Benefit from (provision for) income taxes	4,963		(3,819)		3,699		(4,806)
Net Income	$	19,702	$	1,336	$	30,664	$	12,484
Basic net income per share	$	0.61	$	0.04	$	0.92	$	0.40
Shares used in calculating basic net income per share	32,327		33,735		33,280		31,459
Diluted net income per share	$	0.60	$	0.04	$	0.92	$	0.39
Shares used in calculating diluted net income per share	32,584		33,851		33,508		31,769

(1) unaudited quarterly financial data

(2) Derived from audited annual consolidated financial statements

Immersion Corporation

Reconciliation of GAAP Net Income to Non-GAAP Net Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
	2022		2021		2022		2021
GAAP net income	$	19,702	$	1,336	$	30,664	$	12,484
Add: Provision for (benefit for) income taxes	(4,963)		3,819		(3,699)		4,806
Less: Non-GAAP provision for income taxes	(746)		(66)		(1,408)		(205)
Add: Stock-based compensation	756		341		3,417		2,338
Add: Restructuring expense	—		78		—		690
Add: Depreciation and amortization of property and equipment	45		24		140		99
Other nonrecurring charges	27		269		322		369
Non-GAAP net income	$	14,821	$	5,801	$	29,436	$	20,581
Non-GAAP net income per diluted share	$	0.45	$	0.17	$	0.88	$	0.65
Shares used in calculating Non-GAAP net income per diluted share	32,584		33,851		33,508		31,769

Immersion Corporation

Disaggregated Revenue Information

(In thousands)

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
	2022		2021		2022		2021
Fixed fee license revenue	$	1,300	$	1,497	$	11,953	$	5,843
Per-unit royalty revenue	7,799		8,175		26,225		28,846
Total royalty and license revenue	9,099		9,672		38,178		34,689
Development, services, and other revenue	65		75		283		400
Total revenues	$	9,164	$	9,747	$	38,461	$	35,089

Immersion Corporation

Revenue by Line of Business

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
	2022		2021		2022		2021
Mobility	39	%	50	%	60	%	60	%
Gaming	30	%	18	%	21	%	21	%
Automotive	26	%	32	%	13	%	19	%
Other	5	%	—	%	6	%	—	%
Total revenues	100	%	100	%	100	%	100	%

Immersion Corporation

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses

(In thousands)

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
	2022		2021		2022		2021
GAAP operating expenses	$	3,383	$	3,935	$	14,037	$	17,226
Adjustments to GAAP operating expenses:
Stock-based compensation expense - S&M	(41)		(67)		(61)		(745)
Stock-based compensation expense - R&D	(21)		(89)		(117)		(742)
Stock-based compensation expense - G&A	(694)		(185)		(3,239)		(851)
Restructuring expense	—		(78)		—		(690)
Depreciation and amortization expense of property and equipment	(45)		(24)		(140)		(99)
Other nonrecurring charges	(27)		(269)		(322)		(369)
Non-GAAP operating expenses	$	2,555	$	3,223	$	10,158	$	13,730

Investor Contact:

Aaron Akerman

Immersion Corporation

514-987-9800 ext. 5110

aakerman@immersion.com

XML

Cover	Feb. 22, 2023	Nov. 14, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 22, 2023
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