-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H62c32BmmJuS1GNBC0RTO0uxjlnrmYOm58NfyKcOM/4eE8D7VP0oWHN5bc/sSmIi VF3YsNZp3Ew7rIKvm4tBig== 0001157523-04-001126.txt : 20040209 0001157523-04-001126.hdr.sgml : 20040209 20040209161619 ACCESSION NUMBER: 0001157523-04-001126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040209 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040209 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: 000-27969 FILM NUMBER: 04578260 BUSINESS ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084671900 MAIL ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: IMMERSION HUMAN INTERFACE CORP DATE OF NAME CHANGE: 19980602 8-K 1 a4568417.txt IMMERSION CORPORATION 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 Date of Report (Date of earliest event reported): February 9, 2004 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ------------------------------------------------------ Delaware 000-27969 94-3180138 -------- --------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) ------------ 801 Fox Lane San Jose, California 95131 (Address of principal executive offices) (Zip Code) ------------- Registrant's telephone number, including area code: (408) 467-1900 Not Applicable (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ---------- ----------- 99.1 Press Release dated February 9, 2004 regarding financial information for Immersion for the quarter ended December 31, 2003 and forward-looking statements relating to fiscal 2004. Item 12. Results of Operations and Financial Condition. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed to be "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 or Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying Exhibit shall not be deemed to be incorporated by reference into any filing with the Securities and Exchange Commission (the "SEC") made by Immersion Corporation ("Immersion") whether before or after the date hereof, regardless of any general incorporation language in such filing. On February 9, 2004, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended December 31, 2003 and forward-looking statements relating to fiscal 2004. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include or relate to Immersion's future revenue and operating results, consumer and industry demand for haptic technology and haptically enabled products, Immersion's ability to increase market share and to succeed in new markets, and realization of revenues and other benefits under third party agreements. These and other risks related to Immersion are detailed in Immersion's most recent reports on Form 10-K for the year ended December 31, 2002 as filed with the SEC on March 28, 2003 and Form 10-Q for the quarter ended September 30, 2003, as filed with the SEC on November 14, 2003. Immersion does not undertake any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMMERSION CORPORATION Date: February 9, 2004 By: /s/ Victor Viegas ----------------------------------------- Victor Viegas President, Chief Executive Officer, Chief Financial Officer and Director EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release dated February 9, 2004 regarding financial information for Immersion for the quarter ended December 31, 2003 and forward-looking statements relating to fiscal 2004. EX-99.1 3 a4568417ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Immersion Corporation Reports Fourth Quarter 2003 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Feb. 9, 2004--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues for the quarter ended December 31, 2003 of $8.3 million compared to revenues of $5.5 million in the fourth quarter of 2002. Net loss on a GAAP (Generally Accepted Accounting Principles) basis for the fourth quarter of 2003 was $3.7 million, or $0.18 per share, compared to a net loss of $6.4 million, or $0.32 per share, for the fourth quarter of 2002. This quarter's net loss includes approximately $2.1 million, or $0.10 per share, in non-cash charges relating to amortization for stock-based compensation and intangible assets, the write off of an investment in a privately held company and accretion on our Series A Redeemable Convertible Preferred Stock. This compares to non-cash charges of approximately $4.5 million, or $0.22 per share, attributable to amortization for stock-based compensation and intangible assets and impairment of goodwill in the same quarter last year. Revenues for the year ended December 31, 2003 were $20.2 million compared to revenues of $20.2 million for the year ended December 31, 2002. Net loss for the year ended December 31, 2003 was $17.0 million, or $0.83 per share, compared to a net loss of $16.5 million, or $0.83 per share, for the year ended December 31, 2002. Vic Viegas, Immersion's CEO said, "We attained the highest quarterly revenue in the company's history. Our revenues were higher from all sources, especially royalties, which increased gross margins and reduced the company's operating loss. Each of our businesses showed year-over-year improvement, and Medical was profitable for the full year. A big part of our revenue growth was as a result of achieving the second, and most significant, of three milestones associated with our development and licensing agreements with Medtronic. By delivering a suite of new simulation products in December 2003, which Medtronic is currently using for cardiac-related therapy training, Immersion was able to recognize $2.9 million, the majority of which was previously deferred revenue. Of the $2.9 million recognized, $1.9 million was included in royalty and license revenue and $1.0 million was included in development contract and other revenue. As a result of this milestone, Immersion received a $1.0 million cash payment from Medtronic the first week of January, which is not reflected in our year-end cash balance." "Our 2003 operating loss was heavily impacted by increased litigation expense. Litigation expense was $2.3 million in the fourth quarter of 2003 and was $7.0 million for all of 2003, or $5.1 million higher than in 2002. While litigation expense is a burden on our mission to achieve profitability, we are prepared to spend whatever is necessary to protect and defend our intellectual property," Viegas added. "We begin 2004 with the signing of Immersion's first cell phone licensee -- Samsung -- to a multi-year, worldwide agreement that Samsung anticipates will enable them to deliver a new generation of cellular phones to their global markets and customers. We view the large cell phone/PDA market as one of the next growth catalysts for the company," Viegas concluded. About Immersion Corporation (www.immersion.com) Founded in 1993, Immersion Corporation is a recognized leader in developing, licensing and marketing haptic technology and products. Bringing value to markets where user/product interaction needs to be made more compelling, safe or productive, Immersion helps its partners develop and increase competitive advantage and broaden market reach by making the use of touch sense feedback as critical a user experience as sight and sound. Immersion's technology is deployed across personal computing, entertainment, medical training, automotive and three-dimensional simulation markets. Immersion and its wholly owned subsidiaries hold over 210 issued patents worldwide. Immersion will host a conference call with company management on Monday, February 9, 2004, at 5:00 p.m. ET to discuss operating results for the fourth quarter ended December 31, 2003. A question and answer session will follow. To listen to the call, dial (800) 374-2366, reservation number 4572190. The call will be archived and available for replay until February 13, 2004, by dialing (800) 642-1687, reservation number 4572190. The call will also be simulcast on the Internet through Immersion Corporation's web site, http://www.immersion.com. An audio replay of the call will be archived and available at http://www.immersion.com for replay until February 9, 2005. Statements made in this press release, other than statements of historical fact are forward-looking statements including those that reflect management's current forecast of Immersion's future revenue and operating results, consumer and industry demand for haptic technology and haptically enabled products, Immersion's ability to increase market share and to succeed in new markets, including the cell phone/PDA market, and realization of revenues and other benefits under third party agreements. Forward looking statements made in this press release are based on current information, which management has assessed but which by its nature is dynamic and subject to rapid and even abrupt changes. 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. Risks and uncertainties related to Immersion's business are further outlined in Immersion's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These reports are filed with the Securities and Exchange Commission. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Immersion is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. Immersion Corporation Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Ended Year Ended December 31, December 31, 2003 2002 2003 2002 ------- ------- ------- -------- Revenues: Royalty and license $ 3,546 $ 1,486 $ 6,088 $ 5,231 Product sales 2,762 2,892 9,455 10,723 Development contracts and other 1,976 1,114 4,680 4,281 ------- ------- ------- -------- Total revenues 8,284 5,492 20,223 20,235 ------- ------- ------- -------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,547 1,494 5,276 5,881 Sales and marketing 2,327 2,033 7,764 7,566 Research and development 1,818 1,648 7,045 6,496 General and administrative 3,913 2,211 12,508 8,064 Amortization of intangibles and deferred stock compensation 611 734 2,480 3,108 Impairment of goodwill -- 3,758 -- 3,758 Other charges -- -- -- 397 ------- ------- ------- -------- Total costs and expenses 10,216 11,878 35,073 35,270 ------- ------- ------- -------- Operating loss (1,932) (6,386) (14,850) (15,035) Interest and other income (expense), net (1,570) 13 (1,970) (1,495) ------- ------- ------- -------- Loss before provision for income taxes (3,502) (6,373) (16,820) (16,530) Provision for income taxes (154) -- (154) -- Net loss $(3,656)$(6,373)$(16,974) $(16,530) ------- ------- ------- -------- Basic and diluted net loss per share $ (0.18)$ (0.32)$ (0.83) $ (0.83) ------- ------- ------- -------- Shares used in calculating basic and diluted net loss per share 20,619 20,134 20,334 19,906 ------- ------- ------- -------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) December 31, December 31, 2003 2002 (1) (Unaudited) -------- -------- ASSETS Cash and cash equivalents $21,738 $ 8,717 Accounts receivable, net 4,927 3,645 Inventories 2,099 2,128 Prepaid expenses and other current assets 1,099 1,151 -------- -------- Total current assets 29,863 15,641 Property and equipment, net 1,454 2,044 Intangibles and other assets, net 6,596 6,616 Other investments -- 1,000 -------- -------- TOTAL ASSETS $37,913 $25,301 ======== ======== LIABILITIES Accounts payable $ 1,752 $ 1,160 Accrued compensation 864 671 Other accrued liabilities 2,066 1,311 Deferred revenue and customer advances 3,116 3,515 Current portion of long-term debt 33 86 -------- -------- Total current liabilities 7,831 6,743 Long-term debt 16 51 Long-term liabilities and deferred revenue 4,235 4,559 Long-term customer advance from Microsoft 27,050 - -------- -------- Total liabilities 39,132 11,353 STOCKHOLDERS' EQUITY/(DEFICIENCY) (1,219) 13,948 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIENCY) $37,913 $25,301 ======== ======== (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Mike Zuckerman, 408-467-1900 Invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----