IMMR 8-K
Immersion Corp (IMMR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission file number) |
|
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(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 |
|
|
|
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 September 14, 2026, Immersion Corporation (“we”, “our” or the “Company”) issued a press release regarding financial results for the fiscal quarter ended July 31 2026. A copy of the press release is attached to this Current Report on Form 8-K 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 (the “Exchange Act”), 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 Exchange Act.
Item 8.01. Other Events.
On September 14, 2026, the Company announced that its Board of Directors (the “Board”) declared a quarterly cash dividend of $0.075 per share on the Company’s outstanding common stock payable, subject to any prior revocation, on October 30, 2026 to stockholders of record on October 16, 2026. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to declare, adjust or withdraw quarterly dividends in future periods as it reviews the Company’s capital allocation strategy from time-to-time.
Forward-Looking Statements
Statements in this filing about the Company that are not historical facts are forward-looking statements based on our current expectations and estimates. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Our current expectations may not prove to be accurate. The words “estimates,” “expects,” “anticipates,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future results. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Exhibit Title |
|
||
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: |
September 14, 2026 |
By: |
/s/ J. MICHAEL DODSON |
|
|
|
Name: |
J. Michael Dodson |
|
|
|
Title: |
Chief Financial Officer |
|
Exhibit 99.1
Immersion Corporation Reports First Quarter of Fiscal 2027 Results
GAAP Net Income Attributable to Immersion Stockholders of $4.9 million or $0.17 per diluted share
Non-GAAP Net Income Attributable to Immersion Stockholders of $16.6 million or $0.50 per diluted share
AVENTURA, FL, September 14, 2026 – Immersion Corporation (“Immersion”, the “Company”, “we”, “us” or “our”) (Nasdaq: IMMR), a premier licensing company of technologies for haptics, reported financial results for the first quarter of its fiscal year ending April 30, 2027 (“Fiscal 2027”).
First Quarter of Fiscal 2027 Consolidated Financial Summary(1):
(1) On June 10, 2024, the Company closed certain transactions with Barnes & Noble Education, Inc. (“Barnes & Noble Education”). As part of the transactions, the Company acquired 42% of all outstanding common shares of Barnes & Noble Education, as well as control over Barnes & Noble Education through the five Immersion-appointed board seats. As of July 31, 2026, Immersion’s stock ownership had reduced to 32.3% as a result of additional issuances of Barnes & Noble Education’s common stock to noncontrolling stockholders. The financial information presented in this press release includes the consolidated financial information of Barnes & Noble Education for the fiscal three months ended July 31, 2026 and 2025. The Company owns approximately 11.2 million shares of Barnes & Noble Education’s common stock.
Eric Singer, Chairman and Chief Executive Officer, stated, “Our fiscal year is off to a strong start. While financial performance can be lumpy, we continue to be focused on executing against strategic initiatives that will drive long-term shareholder value.”
Immersion will distribute a quarterly dividend of $0.075 per share on October 30, 2026, to stockholders of record as of October 16, 2026. This will mark our sixteenth consecutive quarterly dividend.
About Immersion Corporation
Immersion Corporation (Nasdaq: IMMR) was incorporated in 1993 in California and reincorporated in Delaware in 1999.
The Company is a leading provider of touch feedback technology, also known as haptics. The Company accelerates and scales haptic experiences by providing haptic technology 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.
On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education. Barnes & Noble Education is a contract operator of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Barnes & Noble Education is also a textbook wholesaler and inventory management hardware and software provider. Barnes & Noble Education operates physical, virtual, and custom bookstores, delivering essential educational content, tools, and general merchandise within a dynamic omnichannel retail environment.
Use of Non-GAAP Financial Measures
The Company reports all required financial information 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. The Company discloses certain non-GAAP information, such as Non-GAAP Net income (loss) attributable to Immersion stockholders, Non-GAAP Net income (loss) per diluted common share attributable to Immersion stockholders, and Non-GAAP Operating expenses because it is useful in understanding the Company’s performance as it excludes certain non-cash expenses like stock-based compensation, depreciation and amortization expense, impairment loss, other (income) expense, and other nonrecurring 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. 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 of license agreements or by proactive enforcement continuing to pursue thoughtful capital allocation to increase long-term stockholder 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, unanticipated changes in the markets in which the Company operates; the effects of the current macroeconomic climate; 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 fiscal 2026 as filed with the U.S. Securities and Exchange Commission (the “SEC”), and Barnes & Noble Education’s Annual Report on Form 10-K for its fiscal year ended May 2, 2026 as filed with the SEC. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and the Company 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 the 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
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
||
(In thousands) |
July 31, 2026 |
|
|
April 30, 2026 |
|
||
ASSETS |
|
|
|
|
|
||
Immersion |
|
|
|
|
|
||
Cash and cash equivalents |
$ |
167,000 |
|
|
$ |
129,868 |
|
Investments – current |
|
34,698 |
|
|
|
42,168 |
|
Accounts receivable, net |
|
4,694 |
|
|
|
2,112 |
|
Prepaid expenses and other current assets |
|
10,407 |
|
|
|
16,540 |
|
|
|
216,799 |
|
|
|
190,688 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Cash and cash equivalents |
|
7,806 |
|
|
|
8,418 |
|
Accounts receivables, net |
|
176,686 |
|
|
|
116,526 |
|
Merchandise inventories, net |
|
366,296 |
|
|
|
298,347 |
|
Textbook rental inventories, net |
|
5,844 |
|
|
|
27,035 |
|
Prepaid expenses and other current assets |
|
37,237 |
|
|
|
34,138 |
|
|
|
593,869 |
|
|
|
484,464 |
|
Total Current Assets |
|
810,668 |
|
|
|
675,152 |
|
Immersion |
|
|
|
|
|
||
Property and equipment, net |
|
43 |
|
|
|
57 |
|
Long-term deposits |
|
185 |
|
|
|
188 |
|
Other assets – noncurrent |
|
12,988 |
|
|
|
19,917 |
|
|
|
13,216 |
|
|
|
20,162 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Property and equipment, net |
|
61,724 |
|
|
|
68,160 |
|
Intangible assets, net |
|
86,771 |
|
|
|
87,733 |
|
Goodwill |
|
69,162 |
|
|
|
69,162 |
|
Operating lease right-of-use assets |
|
125,536 |
|
|
|
122,238 |
|
Other assets – noncurrent |
|
9,437 |
|
|
|
9,735 |
|
|
|
352,630 |
|
|
|
357,028 |
|
Total Assets |
$ |
1,176,514 |
|
|
$ |
1,052,342 |
|
IMMERSION CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
||
(In thousands except share and per share data) |
July 31, 2026 |
|
|
April 30, 2026 |
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
Immersion |
|
|
|
|
|
||
Accounts payable |
$ |
63 |
|
|
$ |
16 |
|
Accrued compensation |
|
1,189 |
|
|
|
41 |
|
Deferred revenue – current |
|
2,925 |
|
|
|
2,926 |
|
Other current liabilities |
|
23,169 |
|
|
|
12,379 |
|
|
|
27,346 |
|
|
|
15,362 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Accounts payable |
|
210,999 |
|
|
|
135,564 |
|
Accrued liabilities |
|
62,703 |
|
|
|
64,522 |
|
Deferred revenue – current |
|
10,133 |
|
|
|
10,419 |
|
Operating lease liabilities – current |
|
67,971 |
|
|
|
67,484 |
|
|
|
351,806 |
|
|
|
277,989 |
|
Total Current Liabilities |
|
379,152 |
|
|
|
293,351 |
|
Immersion |
|
|
|
|
|
||
Deferred revenue – noncurrent |
|
2,133 |
|
|
|
2,864 |
|
Deferred income taxes – noncurrent |
|
12,758 |
|
|
|
14,177 |
|
Other long-term liabilities |
|
12,138 |
|
|
|
11,726 |
|
|
|
27,029 |
|
|
|
28,767 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Deferred income taxes – noncurrent |
|
981 |
|
|
|
2,225 |
|
Operating lease liabilities – noncurrent |
|
81,353 |
|
|
|
84,197 |
|
Deferred revenue – noncurrent |
|
2,689 |
|
|
|
2,774 |
|
Other long-term liabilities |
|
2,574 |
|
|
|
2,623 |
|
Long-term borrowings |
|
123,500 |
|
|
|
71,000 |
|
|
|
211,097 |
|
|
|
162,819 |
|
Total Liabilities |
|
617,278 |
|
|
|
484,937 |
|
Commitments and contingencies (Note 16) |
|
|
|
|
|
||
Stockholders’ Equity: |
|
|
|
|
|
||
Common stock – $0.001 par value; 100,000,000 shares authorized; 50,476,158 and 33,197,541 shares issued and outstanding, respectively, at July 31, 2026; 50,374,852 and 33,125,749 shares issued and outstanding, respectively, at April 30, 2026 |
|
50 |
|
|
|
50 |
|
Additional paid-in capital |
|
379,325 |
|
|
|
379,644 |
|
Accumulated other comprehensive income (loss) |
|
122 |
|
|
|
122 |
|
Accumulated earnings (deficit) |
|
33,515 |
|
|
|
31,165 |
|
Treasury stock: 17,278,617 and 17,249,103 shares as of July 31, 2026 and |
|
(114,020 |
) |
|
|
(113,816 |
) |
Total Stockholders' Equity Attributable to Immersion Corporation Stockholders |
|
298,992 |
|
|
|
297,165 |
|
Noncontrolling interest in consolidated subsidiaries |
|
260,244 |
|
|
|
270,240 |
|
Total Stockholders' Equity |
|
559,236 |
|
|
|
567,405 |
|
Total Liabilities and Stockholders’ Equity |
$ |
1,176,514 |
|
|
$ |
1,052,342 |
|
IMMERSION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
Three Months Ended July 31, |
|
|||||
(In thousands except share and per share data) |
2026 |
|
|
2025 |
|
||
REVENUES |
|
|
|
|
|
||
Immersion |
|
|
|
|
|
||
Royalty and license |
$ |
3,804 |
|
|
$ |
3,872 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Product and other |
|
276,859 |
|
|
|
274,179 |
|
Rental |
|
13,736 |
|
|
|
13,981 |
|
|
|
290,595 |
|
|
|
288,160 |
|
Total revenues |
|
294,399 |
|
|
|
292,032 |
|
|
|
|
|
|
|
||
COST OF SALES (excludes depreciation and amortization expense) |
|
|
|
|
|
||
Barnes & Noble Education |
|
|
|
|
|
||
Product and other cost of sales |
|
227,250 |
|
|
|
226,174 |
|
Rental cost of sales |
|
6,765 |
|
|
|
7,420 |
|
Total cost of sales |
|
234,015 |
|
|
|
233,594 |
|
OPERATING EXPENSES |
|
|
|
|
|
||
Immersion |
|
|
|
|
|
||
Selling and administrative expenses |
|
3,498 |
|
|
|
3,695 |
|
Barnes & Noble Education |
|
|
|
|
|
||
Selling and administrative expenses |
|
67,316 |
|
|
|
67,805 |
|
Depreciation and amortization expense |
|
10,204 |
|
|
|
10,397 |
|
Other (income) expense |
|
(652 |
) |
|
|
2,896 |
|
|
|
76,868 |
|
|
|
81,098 |
|
Total operating expenses |
|
80,366 |
|
|
|
84,793 |
|
Operating Income (Loss) |
|
(19,982 |
) |
|
|
(26,355 |
) |
Interest and other income (expense), net |
|
15,099 |
|
|
|
7,741 |
|
Interest expense |
|
1,802 |
|
|
|
2,829 |
|
Income (Loss) Before Income Taxes |
|
(6,685 |
) |
|
|
(21,443 |
) |
Income tax benefit (expense) |
|
2,130 |
|
|
|
7,727 |
|
Net Income (Loss) |
|
(4,555 |
) |
|
|
(13,716 |
) |
Less: Net income (loss) attributable to noncontrolling interest |
|
(9,431 |
) |
|
|
(12,786 |
) |
Net Income (Loss) Attributable to Immersion Stockholders |
$ |
4,876 |
|
|
$ |
(930 |
) |
|
|
|
|
|
|
||
Earnings (Loss) Per Common Share Attributable to Immersion Stockholders |
|
|
|
|
|
||
Basic |
$ |
0.17 |
|
|
$ |
(0.03 |
) |
Diluted |
$ |
0.17 |
|
|
$ |
(0.03 |
) |
Weighted-Average Common Shares Outstanding |
|
|
|
|
|
||
Basic |
|
33,153 |
|
|
|
32,615 |
|
Diluted |
|
33,303 |
|
|
|
32,615 |
|
Immersion Corporation
Reconciliation of GAAP Net Income (Loss) Attributable to Immersion Stockholders to Non-GAAP Net Income (Loss) Attributable to Immersion Stockholders
(In thousands, except per share amounts) (Unaudited)
|
Three Months Ended July 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
GAAP Net income (loss) attributable to Immersion stockholders (1) |
$ |
4,876 |
|
|
$ |
(930 |
) |
Adjustments to GAAP Net income (loss) attributable to Immersion stockholders: |
|
|
|
|
|
||
Stock-based compensation |
|
2,038 |
|
|
|
4,478 |
|
Depreciation and amortization expense |
|
10,204 |
|
|
|
10,397 |
|
Other (income) expense |
|
(652 |
) |
|
|
2,896 |
|
Incremental operating costs incurred due to BNED acquisition |
|
71 |
|
|
|
48 |
|
Other nonrecurring charges |
|
14 |
|
|
|
33 |
|
Non-GAAP Net Income (Loss) Attributable to Immersion Stockholders |
$ |
16,551 |
|
|
$ |
16,922 |
|
Non-GAAP Net Income (Loss) Per Diluted Common Share Attributable to Immersion Stockholders |
$ |
0.50 |
|
|
$ |
0.52 |
|
Weighted-Average Common Shares Outstanding - Diluted |
|
33,303 |
|
|
|
32,615 |
|
(1) The financial information presented includes the consolidated financial information of Barnes & Noble Education for the three months ended July 31, 2026 and 2025. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods.
Immersion Corporation
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(In thousands)
(Unaudited)
|
Three Months Ended July 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
GAAP Operating expenses (1) |
$ |
80,366 |
|
|
$ |
84,793 |
|
Adjustments to GAAP Operating expenses: |
|
|
|
|
|
||
Stock-based compensation |
|
(2,038 |
) |
|
|
(4,478 |
) |
Depreciation and amortization expense |
|
(10,204 |
) |
|
|
(10,397 |
) |
Other (income) expense |
|
652 |
|
|
|
(2,896 |
) |
Incremental operating costs incurred due to BNED acquisition |
|
(71 |
) |
|
|
(48 |
) |
Other nonrecurring charges |
|
(14 |
) |
|
|
(33 |
) |
Non-GAAP Operating expense |
$ |
68,691 |
|
|
$ |
66,941 |
|
(1) The financial information presented includes the consolidated financial information of Barnes & Noble Education for the three months ended July 31, 2026 and 2025. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods.
Investor Contact:
J. Michael Dodson
Immersion Corporation