-----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, IkHw9PV16wwOY5a6f9jzG6IC7Q07ugmdL2BPROcMBn13PMaiaVk9i4ZOmYkvH4DS BEbNrTCQiFhAHBr5YyIZeg== 0001157523-05-001119.txt : 20050207 0001157523-05-001119.hdr.sgml : 20050207 20050207161525 ACCESSION NUMBER: 0001157523-05-001119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 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: 05580680 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 a4816553.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 7, 2005 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ----------- Delaware 000-27969 94-3180138 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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 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 7, 2005, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended December 31, 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press Release dated February 7, 2005 regarding financial information for Immersion for the quarter ended December 31, 2004. SIGNATURE 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 7, 2005 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 7, 2005 regarding financial information for Immersion for the quarter ended December 31, 2004. EX-99.1 2 a4816553ex991.txt PRESS RELEASE Exhibit 99.1 Immersion Corporation Reports Fourth Quarter 2004 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Feb. 7, 2005--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues of $7.4 million for the quarter ended December 31, 2004 compared to revenues of $8.3 million for the fourth quarter of 2003. Revenues in the fourth quarter of 2003 included $2.9 million of licensing and development contract revenue associated with certain medical contracts, the majority of which was previously deferred revenue. Net loss on a Generally Accepted Accounting Principles (GAAP) basis for the fourth quarter of 2004 was $2.9 million, or $0.12 per share, compared to a net loss of $3.7 million, or $0.18 per share, for the fourth quarter of 2003. As of December 31, 2004, Immersion had cash and cash equivalents totaling $25.5 million as compared to $11.9 million as of September 30, 2004. Revenues for the year ended December 31, 2004 were $23.8 million compared to revenues of $20.2 million for the year ended December 31, 2003. Net loss for the year ended December 31, 2004 was $20.7 million, or $0.91 per share, compared to a net loss of $17.0 million, or $0.83 per share, for the year ended December 31, 2003. "We are focused on our mission to achieve profitability," said Immersion CEO Vic Viegas. "Our year-over-year revenue growth of 18 percent, including 69 percent growth in gaming revenue and 40 percent growth in medical product sales, indicates that our investment in a strengthened sales and marketing effort across our businesses is paying off. We have implemented expense reductions and believe that most of the Sony litigation expenses are behind us as well. For example, litigation fees in the fourth quarter decreased to $1.1 million from third quarter's $3.8 million and from $2.3 million in fourth quarter of 2003. In total the Microsoft and Sony litigation fees are in excess of $18.7 million, $10.1 million of which was incurred in 2004 and represents approximately half of our loss for the year. The $20 million private convertible debenture financing completed in December 2004 allows us to carefully invest in our best opportunities for fueling growth. At the same time, we are controlling operating costs and executing sales and marketing plans in our existing businesses to increase revenue. "Regarding the litigation with Sony Computer Entertainment and Sony Computer Entertainment of America, Inc., court rulings on post-trial motions and other matters during December 2004 and January 2005 have been very positive for Immersion including the award of pre-judgment interest and a compulsory license until judgment is entered in the case. At the end of the fourth quarter we had more than 270 issued patents and 280 pending patent applications. We remain committed to the protection and defense of our extensive intellectual property portfolio across all of our businesses," concluded Viegas. Immersion will host a conference call with company management on Monday, February 7, 2005, at 5:00 p.m. EDT to discuss operating results for the fourth quarter and the year ended December 31, 2004. A question and answer session will follow. To listen to the call, dial +1 800.374.2366 approximately five minutes prior to the start of the call and enter confirmation number 2695967. The call will be archived and available for replay until February 11, 2005, by dialing +1 800.642.1687 and entering confirmation number 2695967. 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 www.immersion.com for replay until February 7, 2006. About Immersion (www.immersion.com) Founded in 1993, Immersion Corporation is a recognized leader in developing, licensing and marketing digital touch technology and products. Bringing value to markets where man-machine interaction needs to be made more compelling, safer, or productive, Immersion helps its partners broaden market reach by making the use of touch feedback as critical a user experience as sight and sound. Immersion's technology is deployed across personal computing, entertainment, medical training, automotive, mobility, and three-dimensional simulation markets. Immersion and its wholly-owned subsidiaries hold more than 270 issued patents worldwide. 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 any projections of earnings, revenues, or other financial matters; any statements of the plans, strategies, and objectives of management for future operations; proposed products or services; any statements regarding future economic conditions or performance; and statements of belief or assumptions underlying any of the foregoing. 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, delay in or failure to achieve commercial demand for Immersion's expanded technology offerings or a delay in or failure to achieve the acceptance of force feedback as a critical user experience in new and existing markets for our business segments. For a more detailed discussion of these factors, and other factors that could cause the Company's actual results to vary materially, interested parties should review the risk factors listed in the Company's most current Form 10-Q, which is on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect the Company's beliefs and predictions as of the date of this release. The Company 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. The Immersion logo is a trademark of Immersion Corporation. All other trademarks are the property of their respective owners. Immersion Corporation Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Years Ended December 31, Ended December 31, 2004 2003 2004 2003 -------- -------- --------- --------- Revenues: Royalty and license $ 3,505 $ 3,546 $ 8,778 $ 6,088 Product sales 3,066 2,762 11,644 9,455 Development contracts and other 872 1,976 3,341 4,680 -------- -------- --------- --------- Total revenues 7,443 8,284 23,763 20,223 -------- -------- --------- --------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,672 1,547 6,255 5,276 Sales and marketing 3,293 2,327 11,311 7,764 Research and development 2,011 1,818 7,858 7,045 General and administrative 3,111 3,913 17,133 12,508 Amortization of intangibles and deferred stock compensation 365 611 1,598 2,480 -------- -------- --------- --------- Total costs and expenses 10,452 10,216 44,155 35,073 -------- -------- --------- --------- Operating loss (3,009) (1,932) (20,392) (14,850) Interest and other income (expense), net (3) (1,570) (497) (1,970) -------- -------- --------- --------- Loss before provision for income taxes (3,012) (3,502) (20,889) (16,820) Benefit (provision) for income taxes 151 (154) 151 (154) -------- -------- --------- --------- Net loss ($2,861) ($3,656) ($20,738) ($16,974) ======== ======== ========= ========= Basic and diluted net loss per share ($0.12) ($0.18) ($0.91) ($0.83) -------- -------- --------- --------- Shares used in calculating basic and diluted net loss per share 23,428 20,619 22,698 20,334 -------- -------- --------- --------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) December 31, December 31, 2004 2003 (Unaudited) (1) ----------- ----------- ASSETS Cash and cash equivalents $25,538 $21,738 Accounts receivable, net 5,435 4,927 Inventories 1,805 2,099 Prepaid expenses and other current assets 1,280 1,099 ------- ------- Total current assets 34,058 29,863 Property and equipment, net 1,174 1,454 Intangibles and other assets, net 7,018 6,596 ------- ------- TOTAL ASSETS $42,250 $37,913 ======= ======= LIABILITIES Accounts payable $ 4,038 $ 1,752 Accrued compensation 1,499 864 Other accrued liabilities 2,002 2,066 Deferred revenue and customer advances 3,420 3,116 Current portion of long-term debt 11 33 ------- ------- Total current liabilities 10,970 7,831 Long-term debt 16,917 16 Long-term liabilities and deferred revenue 5,330 4,235 Long-term customer advance from Microsoft 15,000 27,050 ------- ------- Total liabilities 48,217 39,132 STOCKHOLDERS' EQUITY/(DEFICIENCY) (5,967) (1,219) ------- ------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIENCY) $42,250 $37,913 ======= ======= (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Gayle Schaeffer, 408-467-1900 invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----