-----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, J81vURYxU2ofK48HEdzwH61MloNulicG/GDe0ATfmEpFK7pJlnCsYLH2cfcV+E3x RzqoJrJnfAxTsfS9ZU0TjQ== 0001157523-06-004672.txt : 20060504 0001157523-06-004672.hdr.sgml : 20060504 20060504163105 ACCESSION NUMBER: 0001157523-06-004672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06808766 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 a5141056.txt IMMERSION CORPORATION 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 Date of Report (Date of earliest event reported): May 4, 2006 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ------------------------------------------ Delaware 000-27969 94-3180138 - -------------------------- --------------- ----------------- (State or other jurisdiction (Commission File Number) (IRS Employer of 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, unless expressly incorporated by specific reference in such filing. On May 4, 2006, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended March 31, 2006. 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. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated May 4, 2006 regarding financial information for Immersion for the quarter ended March 31, 2006. 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: May 4, 2006 By: /s/ Stephen M. Ambler ------------------------------ Stephen M. Ambler Chief Financial Officer and Vice President, Finance EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 99.1 Press Release dated May 4, 2006 regarding financial information for Immersion for the quarter ended March 31, 2006. EX-99.1 2 a5141056-ex991.txt EXHIBIT 99.1 Exhibit 99.1 Immersion Corporation Reports First Quarter 2006 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--May 4, 2006--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced its first quarter 2006 financial results. Revenues were $6.0 million for the quarter ended March 31, 2006 compared to revenues of $5.8 million for the first quarter of 2005, an increase of 5 percent. Net loss on a Generally Accepted Accounting Principles (GAAP) basis for the first quarter of 2006 was $2.9 million, or $0.12 per share, an improvement of 7 percent compared to a net loss on a GAAP basis of $3.1 million, or $0.13 per share, for the first quarter of 2005. Net loss for the three months ended March 31, 2006 included stock-based compensation expense of $723,000, equal to $0.03 loss per share. Net loss for the three months ended March 31, 2005 did not include any stock-based compensation expense. As of March 31, 2006, Immersion had cash and cash equivalents totaling $30.9 million as compared to $28.2 million as of December 31, 2005. "Consistent with the video console industry, our gaming revenue continues to be weak, while our medical revenue grew 19 percent compared to the first quarter last year. We expect growth of medical revenue to continue, given our new product development and the increasing acceptance of medical simulators as an effective training tool," explained Immersion CEO Vic Viegas. "New wireless operators such as Orange and T-Mobile are using our VibeTonz(R) technology for mobile phones, expanding our reach in the market," said Viegas. The first VibeTonz-enabled GSM mobile phone, the Samsung SGH-E770, launched in Europe in January and is now being sold in numerous countries directly through operators and by retail stores. A similar phone, the Samsung SGH-E778, is being sold in China and Taiwan. Over twenty content providers have published more than thirty-five mobile games with VibeTonz effects, and more are in development. Regarding Immersion's patent infringement suit against Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc. (Sony), on March 8, 2006, the U.S. District Court for the Northern District of California denied in its entirety Sony's motion seeking relief from the final judgment under Rule 60B of the Federal Rules of Civil Procedure. Sony's appeal of the District Court's judgment, which includes a $90.7 million award, an injunction (stayed pending appeal), and a compulsory license, was filed with the United States Court of Appeals for the Federal Circuit on June 16, 2005. Appeal briefing is expected to be complete by the end of May 2006. "We remain confident of our position in the appeal process," concluded Viegas. Immersion will host a conference call with company management on Thursday, May 4, 2006, at 5:00 p.m. Eastern time to discuss operating results for the first quarter ended March 31, 2006. 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 2397923. The call will be archived and available for replay through May 11, 2006, by dialing +1 800.642.1687 and entering confirmation number 2397923. The call will also be simulcast on the Internet through Immersion Corporation's Web site, www.immersion.com. An audio replay of the call will be archived and available at www.immersion.com for replay until May 4, 2007. 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 automotive, entertainment, medical training, mobility, personal computing, and three-dimensional simulation markets. Immersion's patent portfolio includes over 600 issued or pending patents in the United States and other countries. 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 (the "Company") 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; any statements concerning consumer or market acceptance of simulator products for medical training, continuing education or evaluation, or consumer and market acceptance of touch feedback products in general; any statements concerning the breadth of and timeline to implement touch feedback technology into handset models or into games or other content, release of VibeTonz-enabled handsets, release of content by service providers, or any change in revenue that may occur from such implementation; any statements regarding consumer response that may occur as a result of having touch feedback in handsets or content, proposed products or services; any statements regarding future economic conditions or performance; any statements regarding projections of earnings, revenues, or other receivables which are contingent upon Sony's compliance with court orders; statements regarding Immersion's ability to keep any cash received from Sony to date after completion of the appeals process or other judicial proceedings; statements regarding the prospects and consequences of any negative rulings from the appeals court on the judgment, including the damages award; 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; 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; and risks and uncertainties associated with the ongoing litigation. 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-K, 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. Immersion, the Immersion logo, and VibeTonz are trademarks of Immersion Corporation in the U.S. and other countries. All other trademarks are the property of their respective owners. Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) March 31, December 31, 2006 2005 (Unaudited) (1) ------------ ------------ ASSETS Cash and cash equivalents $30,945 $28,171 Accounts receivable, net 3,766 4,650 Inventories 2,661 2,655 Prepaid expenses and other current assets 1,089 1,131 ------------ ------------ Total current assets 38,461 36,607 Property and equipment, net 1,393 1,366 Intangibles and other assets, net 6,856 6,787 ------------ ------------ TOTAL ASSETS $46,710 $44,760 ============ ============ LIABILITIES Accounts payable $890 $2,179 Accrued compensation 1,219 1,193 Other accrued liabilities 1,803 1,604 Deferred revenue and customer advances 2,038 2,741 Current portion of long-term debt 3 5 ------------ ------------ Total current liabilities 5,953 7,722 Long-term debt 17,648 17,490 Long-term liabilities and deferred revenue 26,595 21,343 Long-term customer advance from Microsoft 15,000 15,000 ------------ ------------ Total liabilities 65,196 61,555 STOCKHOLDERS' DEFICIT (18,486) (16,795) ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $46,710 $44,760 ============ ============ (1) Derived from the Company's annual audited financial statements. Immersion Corporation Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2006 2005 -------- -------- Revenues: Royalty and license $1,910 $2,471 Product sales 3,366 2,695 Development contracts and other 756 606 -------- -------- Total revenues 6,032 5,772 -------- -------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,355 1,389 Sales and marketing 3,077 2,819 Research and development 1,729 1,509 General and administrative 2,811 2,286 Amortization of intangibles and deferred stock compensation 210 367 Litigation settlement (650) - Restructuring - 185 -------- -------- Total costs and expenses 8,532 8,555 -------- -------- Operating loss (2,500) (2,783) Interest and other income (expense), net (304) (285) -------- -------- Loss before provision for income taxes (2,804) (3,068) Provision for income taxes (102) (65) -------- -------- Net loss $(2,906) $(3,133) ======== ======== Basic and diluted net loss per share $(0.12) $(0.13) -------- -------- Shares used in calculating basic and diluted net loss per share 24,419 23,663 -------- -------- Immersion Corporation Additional Financial Information Effect of Non Cash Stock-Based Compensation included within Condensed Consolidated Statement of Operations (In thousands) (Unaudited) Three Months Three ended Three Months Non Cash March 31 Months ended Stock-Based 2006, ended March 31 Compensation exclusive of March 31 2006, included Non Cash 2005, as within Stock-Based as reported expense Compensation reported -------- ------------ ------------ --------- Costs and expenses Cost of product sales $1,355 $19 $1,336 $1,389 Sales and marketing 3,077 286 2,791 2,819 Research and development 1,729 129 1,600 1,509 General and administration 2,811 289 2,522 2,286 Other, net (440) - (440) 552 -------- ------------ ------------ --------- Total costs and expenses $8,532 $723 $7,809 $8,555 ======== ============ ============ ========= There was no Non Cash Stock-Based Compensation included within the financial results in the three months ended March 31, 2005. CONTACT: Immersion Corporation Stephen Ambler, 408-467-1900 invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----