0001193125-12-092259.txt : 20120301 0001193125-12-092259.hdr.sgml : 20120301 20120301163125 ACCESSION NUMBER: 0001193125-12-092259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120301 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: 12658171 BUSINESS ADDRESS: STREET 1: 30 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-467-1900 MAIL ADDRESS: STREET 1: 30 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 d309344d8k.htm FORM 8-K Form 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): March 1, 2012

 

 

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)

 

(IRS Employer

Identification No.)

30 Rio Robles

San Jose, California

  95134
(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 (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 Exhibit 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 Exhibit shall not be deemed to be incorporated by reference into any filing with the Securities and Exchange Commission 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 March 1, 2012, Immersion issued a press release announcing certain of its financial results for the quarter and year ended December 31, 2011. The press release is attached to this report as Exhibit 99.01.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Title

99.01    Press release dated March 1, 2012.


SIGNATURES

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.

 

Date: March 1, 2012   IMMERSION CORPORATION
  By:  

/s/ Victor Viegas

    Name: Victor Viegas
    Title: Chief Executive Officer and Interim Chief Financial Officer


Exhibit List

 

Exhibit No.

  

Exhibit Title

99.01    Press release dated March 1, 2012.
EX-99.01 2 d309344dex9901.htm PRESS RELEASE Press Release

Exhibit 99.01

Media Contact:

Edelman

Reagan Crossley

+1 650.762.2955

reagan.crossley@edelman.com

Investor Contact:

The Blueshirt Group

Jennifer Jarman

+1 415.217.5866

jennifer@blueshirtgroup.com

Immersion Corporation Reports Fourth Quarter and Fiscal 2011 Results

SAN JOSE, Calif., March 1, 2012 — Immersion Corporation (NASDAQ: IMMR), the leader in developing and licensing touch feedback technology (http://www.immersion.com/corporate/), today reported financial results for the fourth quarter and year ended December 31, 2011.

Total revenues for the fourth quarter of 2011 were $7.7 million, an increase of 20% as compared to $6.4 million for the fourth quarter of 2010. Royalty and license revenues totaled $6.8 million for the fourth quarter of 2011, an increase of 26% as compared to $5.4 million for the same period last year. Net loss for the fourth quarter of 2011 was $(270,000), or $(0.01) per share. This compares to net loss of $(2.3) million or $(0.08) per share, for the fourth quarter of 2010. Adjusted EBITDA for the fourth quarter of 2011 was $1.9 million, as compared to $(144,000) in the fourth quarter of 2010.

Revenues for fiscal 2011 were $30.6 million, as compared to $31.1 million for fiscal 2010. Revenues for the twelve months ended December 31, 2010 included product revenues of approximately $4 million in the medical line of business primarily related to product lines that were transferred to CAE, one of the company’s medical licensees, as well as revenue of approximately $1 million primarily from the Gaming line of business related to true ups of royalty reports. Royalty and license revenue for fiscal 2011 totaled $26.9 million, an increase of 16% over $23.3 million for fiscal 2010. Net loss for fiscal 2011 was $(1.6) million, or $(0.06) per share as compared to net loss of $(5.9) million, or $(0.21) per share, for fiscal 2010. Adjusted EBITDA for fiscal 2011 was $6.0 million, an increase of $3.4 million over $2.6 million in fiscal 2010.

“2011 was a productive year for Immersion as we successfully transitioned to a scalable licensing model, with royalty and licensing revenues growing 16% year-over-year and reaching 88% of total revenues,” said Immersion CEO Victor Viegas. “Our Integrator product for OEMs and our SDK for third party developers has been well-received, culminating in the recent launch of the first high-definition haptic device, as well as growing momentum for the design of haptic effects within mobile applications. During the year we enjoyed a broadening of our patent portfolio, while also seeing haptics achieve more widespread adoption in the mobile


market. In addition to working to deliver compelling new solutions to customers, we are intently focused on monetizing and protecting our IP relative to the implementation of basic haptics within touchscreens and recently filed a complaint for patent infringement against Motorola Mobility with the ITC.”

As of December 31, 2011, Immersion’s cash, cash equivalents, and short-term investments were $56.3 million, compared to $61.2 million as of December 31, 2010. During 2011, the Company used $6.5 million to buy back approximately 1.1 million shares of its common stock under its stock repurchase program.

Business Outlook

“As we look at 2012, we believe Immersion is at the center of a growing opportunity for haptics in multiple markets including mobile, gaming and automotive. We remain focused on building upon our position as the premier partner and leading innovator in the haptic space. Based on our current outlook, we expect revenues for 2012 to be in the range of $34 million to $36 million, an increase of 11% to 18% from the prior year. While we anticipate increased spending related to our efforts to defend and monetize our IP, we expect Adjusted EBITDA to be positive for the year,” concluded Mr. Viegas.

Corporate Highlights

Immersion recently:

 

  - Announced HD Integrator, a new OEM build-time tool for Android mobile devices that allows OEMs to use high fidelity haptics to provide meaningful information and communicate more clearly with users via the sense of touch.

 

  -

Saw the first tablet launch with a high-definition haptic experience in the Pantech Element. Utilizing Immersion’s piezo reference design, the tablet combines a single piezo actuator from Samsung Electro-Mechanics Corp and the DRV-8662 haptic piezo driver from Texas Instruments with Immersion’s TouchSense® 5000 control software and Integrator tools to produce cutting-edge touch feedback effects throughout the user interface and applications.

 

  - Filed a complaint with the U.S. International Trade Commission (“ITC”) against Motorola Mobility. The complaint alleges that certain Motorola Mobility Android-based smartphones infringe six Immersion patents that cover various uses of haptic effects in connection with touchscreens. Immersion has also filed a patent infringement complaint against Motorola Mobility in the U.S. District Court for the District of Delaware.

 

  -

Saw additional applications designed by numerous third party developers that incorporate haptic effects by using Immersion’s SDK.

 

  -

Signed a licensing agreement for its TouchSense® 1000 software with Sanyo Automedia Sdn. Bhd., a leading supplier of innovative factory installed automotive systems, such as integrated center stacks.


Conference Call Information

Immersion will host a conference call with company management on Thursday, March 1, 2012 at 2:00 p.m. Pacific time (5:00 p.m. Eastern time) to discuss financial results for the fourth quarter and year ended December 31, 2011. To participate on the live call, analysts and investors should dial +1 877-941-1427 at least ten minutes prior to the start of the call. A replay of the call will be available until 11:59 p.m. Pacific time on March 7, 2012 by dialing +1 800-406-7325 and entering the passcode 4506970#. 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 (www.immersion.com)

Founded in 1993, Immersion (NASDAQ:IMMR) is the leading innovator in haptics technology; the company’s touch feedback solutions deliver a more compelling sense of the digital world. Using Immersion’s high-fidelity haptic systems, partners can transform user experiences with unique and customizable touch feedback effects; excite the senses in games, videos and music; restore “mechanical” feel by providing intuitive and unmistakable confirmation; improve safety by overcoming distractions while driving or performing a medical procedure; and expand usability when audio and visual feedback are ineffective. Immersion’s TouchSense technology provides haptics in mobile phone, automotive, gaming, medical and consumer electronics products from world-class companies. With over 1200 issued or pending patents in the U.S. and other countries, Immersion helps bring the digital universe to life.

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 because it is useful in understanding the company’s performance as it excludes non-cash and other special charges 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, the statements regarding our expectations for fiscal 2012 revenues to be in the range of $34 to $36 million, the expectation as to our Adjusted EBITDA for the full year and other statements regarding future growth and our intellectual property.

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, continued disruption in the markets for Immersion’s and its licensees’ products due to the recent earthquake and tsunami in Japan; delay in or failure to achieve commercial demand for Immersion’s or its licensees’ products; a delay in or failure to achieve the acceptance of force feedback as a critical user experience; unexpected difficulties in transitioning to a pure IP licensing model and in monetizing the patent portfolio; the commercial success of


applications or devices into which Immersion’s technology is licensed; potentially lengthy sales cycles and design processes; unanticipated difficulties and challenges encountered in development efforts; potential restructuring charges; failure to retain key personnel; potential and actual claims and proceedings, including stockholder litigation; competition; the impact of global economic conditions 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 2010 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 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      December 31,  
     2011      2010  
     (Unaudited)      (1)  

ASSETS

     

Cash and cash equivalents

   $ 7,298       $ 12,243   

Short-term investments

     48,987         48,961   

Accounts and other receivables, net

     1,487         815   

Inventories

     423         406   

Deferred income taxes

     215         342   

Prepaid expenses and other current assets

     479         3,821   
  

 

 

    

 

 

 

Total current assets

     58,889         66,588   

Property and equipment, net

     1,737         1,931   

Intangibles and other assets, net

     14,053         12,356   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 74,679       $ 80,875   
  

 

 

    

 

 

 

LIABILITIES

     

Accounts payable

   $ 365       $ 393   

Accrued compensation

     2,830         3,507   

Other current liabilities

     2,054         1,488   

Deferred revenue and customer advances

     4,120         4,429   
  

 

 

    

 

 

 

Total current liabilities

     9,369         9,817   

Long-term deferred revenue

     13,229         16,494   

Deferred income tax liabilities

     215         342   

Other long-term liabilities

     245         538   
  

 

 

    

 

 

 

TOTAL LIABILITIES

     23,058         27,191   

STOCKHOLDERS’ EQUITY

     51,621         53,684   
  

 

 

    

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

   $ 74,679       $ 80,875   
  

 

 

    

 

 

 

 

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


Immersion Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

 

     Three Months     Twelve Months  
     Ended December 31,     Ended December 31,  
     2011     2010     2011     2010  
     (Unaudited)     (Unaudited)     (1)  

Revenues:

        

Royalty and license

   $ 6,806      $ 5,402      $ 26,916      $ 23,250   

Product sales

     691        768        2,583        6,803   

Development contracts and other

     193        223        1,136        1,071   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     7,690        6,393        30,635        31,124   
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Cost of revenues

     342        314        1,255        2,901   

Sales and marketing

     1,683        1,956        7,085        8,033   

Research and development

     1,861        2,265        8,386        8,738   

General and administrative

     3,201        3,235        12,568        15,043   

Amortization and impairment of intangibles

     378        587        1,394        1,237   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     7,465        8,357        30,688        35,952   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income (loss)

     225        (1,964     (53     (4,828

Interest and other income

     32        60        204        272   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before provision for income taxes

     257        (1,904     151        (4,556

Provision for income taxes

     (527     (403     (1,816     (1,501
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (270     (2,307     (1,665     (6,057

Discontinued operations:

        

Gain (loss) on sales of discontinued operations

     —          (13     61        130   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (270   $ (2,320   $ (1,604   $ (5,927
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per share

        

Continuing operations

   $ (0.01   $ (0.08   $ (0.06   $ (0.22

Discontinued operations

     —          —          —          0.01   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ (0.01   $ (0.08   $ (0.06   $ (0.21
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in calculating basic and diluted net loss per share

     28,471        28,190        28,564        28,113   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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


Immersion Corporation

Reconciliation of GAAP Net Income to Adjusted EBITDA

(In thousands)

(Unaudited)

 

     Three Months     Twelve Months  
     Ended December 31,     Ended December 31,  
     2011     2010     2011     2010  

GAAP Net Loss

   $ (270   $ (2,320   $ (1,604   $ (5,927

Interest and other income

     (32     (60     (204     (272

Provision for income taxes

     527        403        1,816        1,501   

Depreciation and amortization

     411        253        1,128        1,095   

Amortization and impairment of intangibles

     378        587        1,394        1,237   

Stock-based compensation

     850        979        3,555        3,409   

Restatement costs

     —          1        —          1,676   

Restructuring costs and sale of business

     —          —          —          41   

Discontinued operations

     —          13        (61     (130
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments

     2,134        2,176        7,628        8,557   

Adjusted EBITDA

   $ 1,864      $ (144   $ 6,024      $ 2,630