Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2024 | |
Document Period End Date | Jun. 30, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 000-38334 | |
Entity Registrant Name | Immersion Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3180138 | |
Entity Address, Address Line One | 2999 N.E. 191st Street | |
Entity Address, Address Line Two | Suite 610 | |
Entity Address, City or Town | Aventura | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33180 | |
City Area Code | 408 | |
Local Phone Number | 467-1900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,182,395 | |
Entity Central Index Key | 0001058811 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | IMMR | |
Security Exchange Name | NASDAQ | |
Series B | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series B Junior Participating Preferred Stock Purchase Rights | |
Trading Symbol | IMMR | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 35,787 | |
Investments - current | 97,614 | $ 104,291 |
Total current assets | 678,641 | 172,450 |
Investments - noncurrent | 45,163 | 33,350 |
Total assets | 1,187,666 | 215,731 |
Current liabilities: | ||
Total current liabilities | 437,809 | 19,313 |
Total liabilities | 761,746 | 32,629 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock – $0.001 par value; 100,000,000 shares authorized; 48,153,239 and 47,636,273 shares issued, respectively; 31,960,747 and 31,528,977 shares outstanding, respectively | 48 | 48 |
Additional paid-in capital | 322,692 | 322,134 |
Accumulated other comprehensive income | 1,335 | 1,702 |
Accumulated earning (deficit) | 11,560 | (36,040) |
Treasury stock at cost: (16,192,492 and 16,107,296 shares, respectively) | (105,363) | (104,742) |
Total stockholders' equity attributable to Immersion Corporation stockholders | 230,272 | 183,102 |
Noncontrolling interest in consolidated subsidiaries | 195,648 | 0 |
Total stockholders' equity | 425,920 | 183,102 |
Total liabilities and stockholders’ equity | 1,187,666 | 215,731 |
Immersion Corporation [Member] | ||
Current assets | ||
Cash and cash equivalents | 28,932 | 56,071 |
Investments - current | 97,614 | 104,291 |
Accounts receivable, net | 18,235 | 2,241 |
Prepaid expenses and other current assets | 8,647 | 9,847 |
Total current assets | 153,428 | 172,450 |
Property and equipment, net | 166 | 211 |
Investments - noncurrent | 45,163 | 33,350 |
Long-term deposits | 6,310 | 6,231 |
Deferred tax assets | 3,343 | 3,343 |
Other assets - noncurrent | 33,775 | 146 |
Total non-current assets | 88,757 | 43,281 |
Current liabilities: | ||
Accounts payable | 81 | 47 |
Accrued compensation | 2,850 | 3,127 |
Deferred revenue - current | 12,082 | 4,239 |
Other current liabilities | 27,605 | 11,900 |
Total current liabilities | 42,618 | 19,313 |
Deferred revenue - noncurrent | 8,665 | 8,390 |
Other long-term liabilities | 4,959 | 4,926 |
Total non-current liabilities | 13,624 | 13,316 |
Barnes and Noble Education, Inc. [Member] | ||
Current assets | ||
Cash and cash equivalents | 6,855 | 0 |
Accounts receivable, net | 122,797 | 0 |
Merchandise inventories, net | 353,454 | 0 |
Textbook rental inventories, net | 9,288 | 0 |
Prepaid expenses and other current assets | 32,819 | 0 |
Total current assets | 525,213 | 0 |
Property and equipment, net | 117,808 | 0 |
Intangible assets, net | 94,786 | 0 |
Goodwill | 14,220 | 0 |
Operating lease right-of-use assets | 182,292 | 0 |
Other assets - noncurrent | 11,162 | 0 |
Total non-current assets | 420,268 | 0 |
Current liabilities: | ||
Accounts payable | 217,173 | 0 |
Accrued liabilities | 69,638 | 0 |
Deferred revenue - current | 8,159 | 0 |
Operating lease liabilities - current | 100,221 | 0 |
Total current liabilities | 395,191 | 0 |
Deferred revenue - noncurrent | 3,393 | 0 |
Deferred taxes liabilities - net | 636 | 0 |
Operating lease liabilities - noncurrent | 107,400 | 0 |
Other long-term liabilities | 12,240 | 0 |
Long-term borrowings | 186,644 | 0 |
Total non-current liabilities | $ 310,313 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 48,153,239 | 47,636,273 |
Common stock, shares outstanding (in shares) | 31,960,747 | 31,528,977 |
Treasury stock, common (in shares) | 16,192,492 | 16,107,296 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 99,424 | $ 6,983 | $ 143,271 | $ 14,057 |
Operating expenses: | ||||
Total operating expenses | 33,212 | 3,870 | 60,445 | 7,685 |
Operating income | 25,406 | 3,113 | 42,020 | 6,372 |
Interest and other income (loss), net | 4,609 | 6,759 | 12,715 | 13,285 |
Interest expense | (901) | 0 | (901) | 0 |
Income before provision for income taxes | 29,114 | 9,872 | 53,834 | 19,657 |
Provision for income taxes | (8,178) | (2,844) | (14,243) | (4,351) |
Net income | 20,936 | 7,028 | 39,591 | 15,306 |
Net loss attributable to noncontrolling interest | (8,009) | 0 | (8,009) | 0 |
Net income attributable to Immersion stockholders | $ 28,945 | $ 7,028 | $ 47,600 | $ 15,306 |
Earnings per common share attributable to Immersion stockholders | ||||
Basic (in dollars per share) | $ 0.91 | $ 0.22 | $ 1.5 | $ 0.47 |
Diluted (in dollars per share) | $ 0.89 | $ 0.21 | $ 1.47 | $ 0.47 |
Weighted Average Common Stock Outstanding | ||||
Basic (in shares) | 31,879 | 32,583 | 31,784 | 32,474 |
Diluted (in shares) | 32,525 | 32,810 | 32,407 | 32,839 |
Immersion | ||||
Operating expenses: | ||||
Total operating expenses | $ 14,175 | $ 3,870 | $ 41,408 | $ 7,685 |
Income before provision for income taxes | 29,114 | 9,872 | 53,834 | 19,657 |
Provision for income taxes | (8,178) | (2,844) | (14,243) | (4,351) |
Immersion | Royalty and license | ||||
Revenues: | ||||
Total revenues | 52,403 | 6,983 | 96,250 | 14,057 |
Barnes & Noble Education, Inc. | ||||
Revenues: | ||||
Total revenues | 47,021 | 0 | 47,021 | 0 |
Cost of sales (excludes depreciation and amortization expense) | ||||
Total cost of sales (excludes depreciation and amortization expense) | 40,806 | 0 | 40,806 | 0 |
Operating expenses: | ||||
Selling and administrative expenses | 14,519 | 0 | 14,519 | 0 |
Depreciation and amortization expense | 2,140 | 0 | 2,140 | 0 |
Restructuring and other charges | 2,378 | 0 | 2,378 | 0 |
Total operating expenses | 19,037 | 0 | 19,037 | 0 |
Barnes & Noble Education, Inc. | Product and other | ||||
Revenues: | ||||
Total revenues | 45,073 | 0 | 45,073 | 0 |
Cost of sales (excludes depreciation and amortization expense) | ||||
Total cost of sales (excludes depreciation and amortization expense) | 39,675 | 0 | 39,675 | 0 |
Barnes & Noble Education, Inc. | Rental Services | ||||
Revenues: | ||||
Total revenues | 1,948 | 0 | 1,948 | 0 |
Cost of sales (excludes depreciation and amortization expense) | ||||
Total cost of sales (excludes depreciation and amortization expense) | $ 1,131 | $ 0 | $ 1,131 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 20,936 | $ 7,028 | $ 39,591 | $ 15,306 |
Change in unrealized gains (losses) on available-for-sale securities | (195) | 298 | (367) | 673 |
Comprehensive income | 20,741 | 7,326 | 39,224 | 15,979 |
Comprehensive loss attributable to noncontrolling interests | (8,009) | 0 | (8,009) | 0 |
Comprehensive income attributable to Immersion stockholders | $ 28,750 | $ 7,326 | $ 47,233 | $ 15,979 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Total Stockholders' Equity Attributable to Immersion Stockholder | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income | Accumulated Earnings (Deficit) | Treasury Stock | Noncontrolling Interest |
Beginning balance at Dec. 31, 2022 | $ 157,700 | $ 157,700 | $ 47 | $ 322,667 | $ 202 | $ (70,016) | $ (95,200) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 46,974,598 | 14,727,582 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 15,306 | 15,306 | 15,306 | |||||
Unrealized gain on available-for-sale securities, net of taxes | 673 | 673 | 673 | |||||
Stock repurchases (in shares) | 413,696 | |||||||
Stock repurchases | (2,852) | (2,852) | $ (2,852) | |||||
Release of restricted stock units and awards, net of shares withheld (in shares) | 456,469 | 119,174 | ||||||
Release of restricted stock units and awards, net of shares withheld | (946) | (946) | $ 1 | $ (947) | ||||
Proceeds from stock option exercises (in shares) | 21,222 | |||||||
Proceeds from stock option exercises | 160 | 160 | 160 | |||||
Issuance of stock for ESPP purchase (in shares) | 1,298 | |||||||
Issuance of stock for ESPP purchase | 6 | 6 | 6 | |||||
Shares issued to an employee in lieu of cash compensation (in shares) | 65,477 | |||||||
Shares issued to an employee in lieu of cash compensation | 489 | 489 | 489 | |||||
Dividends declared | (2,207) | (2,207) | (2,207) | |||||
Stock-based compensation | 1,707 | 1,707 | 1,707 | |||||
Ending balance at Jun. 30, 2023 | 170,036 | 170,036 | $ 48 | 322,822 | 875 | (54,710) | $ (98,999) | 0 |
Ending balance (in shares) at Jun. 30, 2023 | 47,519,064 | 15,260,452 | ||||||
Beginning balance at Mar. 31, 2023 | 165,729 | 165,729 | $ 48 | 322,799 | 577 | (61,738) | $ (95,957) | 0 |
Beginning balance (in shares) at Mar. 31, 2023 | 47,428,494 | 14,825,518 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 7,028 | 7,028 | 7,028 | |||||
Unrealized gain on available-for-sale securities, net of taxes | 298 | 298 | 298 | |||||
Stock repurchases (in shares) | 413,696 | |||||||
Stock repurchases | (2,852) | (2,852) | $ (2,852) | |||||
Release of restricted stock units and awards, net of shares withheld (in shares) | 54,514 | 21,238 | ||||||
Release of restricted stock units and awards, net of shares withheld | (190) | (190) | $ (190) | |||||
Proceeds from stock option exercises (in shares) | 21,222 | |||||||
Proceeds from stock option exercises | 160 | 160 | 160 | |||||
Shares issued to an employee in lieu of cash compensation (in shares) | 14,834 | |||||||
Shares issued to an employee in lieu of cash compensation | 106 | 106 | 106 | |||||
Dividends declared | (1,003) | (1,003) | (1,003) | |||||
Stock-based compensation | 760 | 760 | 760 | |||||
Ending balance at Jun. 30, 2023 | 170,036 | 170,036 | $ 48 | 322,822 | 875 | (54,710) | $ (98,999) | 0 |
Ending balance (in shares) at Jun. 30, 2023 | 47,519,064 | 15,260,452 | ||||||
Beginning balance at Dec. 31, 2023 | 183,102 | 183,102 | $ 48 | 322,134 | 1,702 | (36,040) | $ (104,742) | 0 |
Beginning balance (in shares) at Dec. 31, 2023 | 47,636,273 | 16,107,296 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 39,591 | 47,600 | 47,600 | (8,009) | ||||
Unrealized gain on available-for-sale securities, net of taxes | (367) | (367) | (367) | |||||
Barnes & Noble Education acquisition | 203,657 | 203,657 | ||||||
Release of restricted stock units and awards, net of shares withheld (in shares) | 347,046 | 85,196 | ||||||
Release of restricted stock units and awards, net of shares withheld | (621) | (621) | $ (621) | |||||
Shares issued to an employee in lieu of cash compensation (in shares) | 169,920 | |||||||
Shares issued to an employee in lieu of cash compensation | 1,316 | 1,316 | 1,316 | |||||
Dividends declared | (3,026) | (3,026) | (3,026) | |||||
Stock-based compensation | 2,268 | 2,268 | 2,268 | |||||
Ending balance at Jun. 30, 2024 | 425,920 | 230,272 | $ 48 | 322,692 | 1,335 | 11,560 | $ (105,363) | 195,648 |
Ending balance (in shares) at Jun. 30, 2024 | 48,153,239 | 16,192,492 | ||||||
Beginning balance at Mar. 31, 2024 | 201,456 | 201,456 | $ 48 | 322,262 | 1,530 | (17,385) | $ (104,999) | 0 |
Beginning balance (in shares) at Mar. 31, 2024 | 47,926,496 | 16,144,097 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 20,936 | 28,945 | 28,945 | (8,009) | ||||
Unrealized gain on available-for-sale securities, net of taxes | (195) | (195) | (195) | |||||
Barnes & Noble Education acquisition | 203,657 | 203,657 | ||||||
Release of restricted stock units and awards, net of shares withheld (in shares) | 137,500 | 48,395 | ||||||
Release of restricted stock units and awards, net of shares withheld | (364) | (364) | $ (364) | |||||
Shares issued to an employee in lieu of cash compensation (in shares) | 89,243 | |||||||
Shares issued to an employee in lieu of cash compensation | 762 | 762 | 762 | |||||
Dividends declared | (1,524) | (1,524) | (1,524) | |||||
Stock-based compensation | 1,192 | 1,192 | 1,192 | |||||
Ending balance at Jun. 30, 2024 | $ 425,920 | $ 230,272 | $ 48 | $ 322,692 | $ 1,335 | $ 11,560 | $ (105,363) | $ 195,648 |
Ending balance (in shares) at Jun. 30, 2024 | 48,153,239 | 16,192,492 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 39,591 | $ 15,306 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 2,219 | 273 |
Stock-based compensation | 2,268 | 1,707 |
Net gains on investment in marketable securities | (4,630) | (7,206) |
Net gains on derivative instruments | (2,867) | (2,044) |
Shares issued to an employee in lieu of cash compensation | 1,316 | 490 |
Other | (226) | (57) |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts and other receivables | (24,474) | (1,109) |
Merchandise inventories | (16,713) | 0 |
Textbook rental inventories | 548 | 0 |
Prepaid expenses and other current assets | 4,221 | 2,467 |
Changes in lease right-of-use assets and liabilities | (6,670) | 0 |
Long-term deposits | (194) | (1,980) |
Other assets | (33,200) | 231 |
Accounts payable and accrued liabilities | (44,013) | (756) |
Other current liabilities | 18,344 | 3,845 |
Deferred revenue | 8,626 | (2,379) |
Other long-term liabilities | (173) | (34) |
Net cash flows (used in) provided by operating activities | (56,027) | 8,754 |
Cash flows from investing activities: | ||
Purchases of marketable securities and other investments | (82,065) | (99,766) |
Proceeds from sale or maturities of marketable securities and other investments | 80,985 | 72,442 |
Proceeds from sale of derivative instruments | 5,595 | 9,487 |
Acquisition of business net of cash acquired | (29,647) | 0 |
Payments for settlement of derivative instruments | (5,368) | (4,869) |
Purchase of property and equipment | (928) | 0 |
Net cash flows used in investing activities | (31,428) | (22,706) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 101,528 | 0 |
Repayment of borrowing | (16,119) | 0 |
Dividend payments to stockholders | (2,992) | (5,415) |
Payment for purchases of treasury stock | (4) | (2,852) |
Shares withheld to cover payroll taxes | (617) | (947) |
Other financing activities | 0 | 166 |
Net cash provided by (used in) financing activities | 81,796 | (9,048) |
Net decrease in cash, cash equivalents and restricted cash | (5,659) | (23,000) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 56,071 | 48,820 |
End of period | $ 50,412 | $ 25,820 |
RECONCILIATION OF CASH, CASH EQ
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Cash and cash equivalents | $ 35,787 | $ 25,820 | |
Restricted cash reported as: | |||
Total cash, cash equivalents and restricted cash | 50,412 | $ 56,071 | 25,820 |
Immersion | |||
Cash and cash equivalents | 28,932 | 56,071 | 25,820 |
Barnes & Noble Education, Inc. | |||
Cash and cash equivalents | 6,855 | $ 0 | 0 |
Restricted cash reported as: | |||
Prepaid and other current assets | 13,625 | 0 | |
Other non current assets | 1,000 | 0 | |
Total restricted cash | $ 14,625 | $ 0 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 1. SIGNIFICANT ACCOUNTING POLICIES Description of Business Immersion Corporation (“Immersion”) was incorporated in 1993 1999 Immersion generates license and royalty revenues from a wide range of intellectual property (“IP”) that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial. On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc., a Delaware corporation (“Barnes & Noble Education”), refer to Note 2 The financial results of Barnes & Noble Education have been included in our condensed consolidated financial statements from the acquisition date of June 10, 2024. Barnes & Noble Education is a contract operator of physical and virtual bookstores for college and university campuses and K- 12 physical, virtual, and custom bookstores, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment. BNC First Day Equitable and Inclusive Access Programs Barnes & Noble Education provides product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. Barnes & Noble Education offers BNC First Day ® equitable and inclusive access programs, consisting of First Day Complete First Day First Day Complete First Day First Day Complete First Day Relationship with Fanatics and Lids In December 2020, Barnes & Noble Education Barnes & Noble Education Barnes & Noble Education’s Barnes & Noble Education Barnes & Noble Education Barnes & Noble Education’s Barnes & Noble Education’s Barnes & Noble Education Barnes & Noble Education Principles of Consolidation and Basis of Presentation The results of operations reflected in our condensed consolidated financial statements include the accounts of Immersion and our wholly-owned subsidiaries, as well as the accounts of Barnes & Noble Education, a consolidated variable interest entity, since June 10, 2024. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ ” December 31, 2023 Due to their nonhomogeneous operations, the Company’s condensed consolidated balance sheet and statement of operations for the three and six months ended June 30, 2024, separately present the operating assets, liabilities, and operations of Immersion’s business from the operating assets, liabilities and operations of Barnes & Noble Education's business. All of the assets of Barnes & Noble Education, reported on the balance sheet, can be used only to settle obligations of Barnes & Noble Education. None of the liabilities of Barnes & Noble Education have recourse to the general credit of Immersion Corporation. Use of Estimates The preparation of condensed consolidated financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of the condensed consolidated financial statements. Significant estimates include revenue recognition, fair value of financial instruments, valuation of income taxes including uncertain tax provisions, stock-based compensation and long-term deposits for withholding taxes, the determination of the incremental borrowing rate, valuation of intangible assets, and We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. Actual results could differ from those estimates. Reporting Periods and Fiscal Year End Immersion reports our financial results based on a calendar year basis. For interim period reporting, we report our quarterly financial results as of March 31; June 30; September 30 and December 31 Barnes & Noble Education's fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education from the period of June 10, 2024 through June 30, 2024. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods. References to the “fiscal” year in relation to Barnes & Noble Education are in the context of their respective fiscal year. Segment Information Following the closing of the Transaction (as defined below) with Barnes & Noble Education, we operate as two reportable segments, Immersion and Barnes & Noble Education. We identify our segments in the manner in which our Chief Executive Officer, as our chief operating decision maker (“CODM”), Earnings per Share of the Company two two Business Combinations The determination of the fair value of net assets acquired in a business combination requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets. Fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques. For current assets and current liabilities, book value is generally assumed to approximate fair value. Goodwill is the amount by which consideration paid for an acquired entity exceeds the fair value of its acquired net assets. Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations. During the measurement period, preliminary fair value estimates may be revised if new information is obtained about the facts and circumstances existing as of the date of acquisition, or based on the final net assets and working capital of the acquired business, as prescribed in the applicable purchase agreement. Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period” adjustments. Measurement period adjustments are recorded to goodwill. Other revisions to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate. Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and indefinite-lived intangible assets that have been recorded in connection with the acquisition of Barnes & Noble Education. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. Impairment of Long-Lived Assets Our long-lived assets include property and equipment, operating lease right-of-use assets, and amortizable intangibles recorded in connection with our business acquisition of Barnes & Noble Education. Significant Accounting Policies Related to Barnes & Noble Education A summary of the new significant accounting policies as a result of our acquisition of Barnes & Noble Education is as follows: Seasonality Barnes & Noble Education's business is highly seasonal. For example, Barnes & Noble Education’s retail business is seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the other fiscal quarters. Barnes & Noble Education's quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, the revenue impact of accounting principles with respect to the recognition of revenue associated with its equitable and inclusive access programs and the ability to secure inventory on a timely basis. As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to: (i) the rental of physical textbook where revenue is recognized over the rental period, and (ii) ala carte courseware sales where revenue is recognized when the customer takes physical possession of Barnes & Noble Education products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of products by customers for products ordered through Barnes & Noble Education’s websites and virtual bookstores. Restricted Cash As of June 30, 2024, Barnes & Noble Education had restricted cash of $14.6 million, comprised of $13.6 million in Prepaid and other current assets ondensed consolidated balance sheets The restricted cash was part of net assets acquired as part of the Transactions (defined below). Merchandise Inventories Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of Barnes & Noble Education's inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory, which includes certain significant assumptions, including markdowns, sales below cost, inventory aging and expected demand. Cost is determined primarily by the retail inventory method for Barnes & Noble Education's retail product sales. Textbook and trade book inventories are valued using the LIFO method and the related reserve was not material to the recorded amount of inventories. There were no LIFO adjustments during the period from June 10, 2024 to June 30, 2024. For the physical bookstores, Barnes & Noble Education also estimates and accrues shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends. On June 10, 2024, Immersion acquired $336.7 million in merchandise inventory, measured at fair value, as part of the Transactions (defined below). Textbook Rental Inventories Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost. On June 10, 2024, Immersion acquired $9.8 million in rental textbook inventory, measured at fair value, as part of the Transactions (defined below). Leases Barnes & Noble Education recognizes lease assets and lease liabilities on the condensed consolidated balance sheet for substantially all lease arrangements as required by the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC ”) 842 842 Barnes & Noble Education recognize a right of use (“ROU”) asset and lease liability in the condensed consolidated balance sheet for leases with a term greater than twelve Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. The lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year. Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, Barnes & Noble Education recognizes lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Barnes & Noble Education's lease agreements do not contain any material residual value guarantees, material restrictions or covenants. For leases entered into after June 10, 2024, Barnes & Noble Education uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the commencement date, as the rate implicit in the lease is not readily determinable. Barnes & Noble Education utilizes an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over estimated useful lives. Maintenance and repairs are expensed as incurred, however major maintenance and remodeling costs are capitalized if they extend the useful life of the asset. Revenue Recognition and Deferred Revenue Product sales and rentals The majority of Barnes & Noble Education's revenue is derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of products is recognized at the point in time when control of the products is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for the products. Product revenue is recognized when the customer takes physical possession of its products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by customers for products ordered through websites and virtual bookstores. Product revenue shipped from wholesale operations are recognized upon shipment of physical textbooks Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product revenue. A software feature is embedded within the content of digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, the performance obligation is complete. Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in the condensed consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. Barnes & Noble Education offers a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. It records the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, Barnes & Noble Education accelerates any remaining deferred rental revenue at the point of sale. Revenue recognized for BNC First Day BNC First Day BNC First Day Barnes & Noble Education estimates returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sale in the period that the related sales are recorded. For sales and rentals involving third-party products, Barnes & Noble Education evaluates whether it is acting as a principal or an agent. This determination is based on Barnes &Noble Education's evaluation of whether it controls the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether Barnes & Noble Education controls the specified goods or services prior to transferring them to the customer including whether Barnes & Noble Education has the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where Barnes & Noble Education is the principal, it records revenue on a gross basis, and for those transactions where it is an agent to a third-party, it records revenue on a net basis. Barnes & Noble Education does not have gift cards or customer loyalty programs. Barnes & Noble Education does not treat any promotional offers as expenses. Sales tax collected from Barnes & Noble Education's customers is excluded from reported revenues. Barnes & Noble Education's payment terms are generally 30 days and do not extend beyond one year. Service and other revenue Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within Barnes & Noble Education physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs. Brand marketing agreements often include multiple performance obligations which are individually negotiated with Barnes & Noble Education's customers. For these arrangements that contain distinct performance obligations, Barnes & Noble Education allocates the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and overtime for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions. Deferred Revenue Deferred revenue represents an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue consists of the following: • advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period; • unsatisfied performance obligations associated with brand partnership marketing services, which are recognized when the contracted services are provided to our brand partnership marketing customers; and unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the e-commerce and merchandising contracts for Fanatics and Lids, respectively . Cost of Sales Cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses. Except as set forth herein, there are no other changes in our significant accounting policies. Please refer to Note 1 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 , filed with the SEC on March 11, 2024, for a complete discussion of our Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023 09 Income Taxes (Topic 740 In November 2023 ASU 2023 07 (Topic 280 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for us for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted, and retrospective adoption is required for all prior periods presented. We are currently assessing this guidance and determining the impact on our consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2024 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 2 BUSINESS COMBINATION On June 10, 2024 (“Closing Date”), the Transactions (defined below) were consummated pursuant to the terms of the Purchase Agreement among Barnes & Noble Education and the Purchasers (as defined in the Purchase agreement) ollowing is presented on a post-reverse stock split basis, which is defined as a reverse stock split of Barnes & Noble Education’s outstanding shares of Common Stock at a ratio of 1-for-100, effective as of June 11, 2024. Pursuant to the terms of the Purchase Agreement, Barnes & Noble Education conducted a rights offering (the “Rights Offering”), whereby Barnes & Noble Education distributed at no charge to the holders of its common stock (“BNED Common Stock”) non-transferable subscription rights (“Rights”) to purchase up to an aggregate of 9,000,000 5.00 45,000,000 10,033,507 18 2,006,701 2,450,000 2,450,000 In addition to the Rights Offering, Immersion, through Investor, purchased from Barnes & Noble Education an aggregate of 9,000,000 45,000,000 As a result of the Transactions, Barnes & Noble Education received a total of $ 95 80.7 In connection with the closing, Barnes & Noble Education appointed Eric Singer, William C. Martin, Emily S. Hoffman, and Elias Nader to serve as members of the board of directors of BNED (the “BNED Board”) following the Closing. Messrs. Singer, Martin and Nader and Ms. Hoffman are current members of the Company’s board of directors. In addition, at the closing, Sean Madnani was appointed to the BNED Board along with two As part of the Transactions, the Company acquired 42 five 50.1 52.2 2.1 six months ended June 30, 2024 1.2 The acquisition aims to expand Immersion's offerings, increase its customer reach, and diversify into the education sector. The acquisition was accounted for as a business combination and the total purchase price was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date with the excess recorded as goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Closing Date while the measurement period remains open, which will not exceed one The fair value of the noncontrolling interest of $203.7 million on the Closing Date was calculated using the acquisition-date fair value of $13.40 per share multiplied by the number of noncontrolling interest shares. The following table presents the preliminary purchase price allocation for the acquisition (in thousands): Preliminary Amount Recognized as of the Assets acquired Cash and cash equivalents $ 14,736 Accounts receivable 113,743 Merchandise inventories 336,741 Textbook rental inventories 9,835 Prepaid expenses and other current assets (including $4.8 million in restricted cash) 26,969 Property and equipment 118,818 Operating lease right-of-use assets 155,664 Intangible assets 95,000 Other assets noncurrent (including $1.0 million in restricted cash) 11,634 Total assets acquired $ 883,140 Liabilities assumed Accounts payable $ 279,456 Accrued liabilities 51,123 Deferred revenue - current 7,651 Operating lease liabilities - current 80,263 Deferred tax liabilities - noncurrent 636 Operating lease liabilities - noncurrent 107,400 Deferred revenue - noncurrent 3,393 Other long-term liabilities 12,413 Long-term borrowings 101,235 Total liabilities assumed $ 643,570 Net assets acquired 239,570 Total consideration transferred $ 50,133 Less: Net assets acquired (239,570 ) Plus: Noncontrolling interest 203,657 Goodwill 14,220 Identifiable intangible assets acquired were comprised of the following (in thousands except for estimated useful life): Amount Estimated Life Trade name $ 45,000 Indefinite Customer relationships 50,000 13 years Total intangible assets $ 95,000 Trade name represent Barnes & Noble Education’s right to its trade name on a perpetual, royalty-free basis as it existed on the acquisition closing date. Customer relationships consist of distinct value associated with Barnes & Noble Education's large operating footprint with direct access to students and faculty across a diverse customer base. The Company used the assistance of a third-party firm to estimate the fair value of the intangible assets acquired. The Company used an income approach to estimate the fair values of the trade names and customer relationships . The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used to estimate the values of identifiable intangible assets include management’s estimates of future revenue, adjusted for growth and attrition based on historical data and management's forward-looking expectations. These cash flows were discounted at a rate of Goodwill generated from this acquisition is primarily attributed to the value of Barnes & Noble Education's The Company acquired a deferred tax asset of $ 0.7 recorded and a deferred tax liability of $ 1.3 The Company also engaged a third-party valuation firm to estimate the fair value of the property and equipment and inventory acquired. The fair value as of the Closing Date reflects a step-up in basis due to the highly depreciable nature of the property and equipment. No material fair value adjustments for inventory were identified, as there are minimal costs associated with procurement. Most of the net tangible assets were valued at their respective carrying amounts as of the acquisition date, as the Company believes that these amounts approximate their current fair values. The leases acquired were recorded at their respective fair values as of the acquisition date. The acquired entity’s results of operations were included in the Company's condensed consolidated financial statements from the date of acquisition, June 10, 2024, as adjusted for specific fair value adjustments discussed above. For the three and six months ended June 30, 2024, Barnes & Noble Education contributed net operating revenue of $ million, which is reflected in the accompanying condensed consolidated statement of operations. For the three and six months ended June 30, 2024, Barnes & Noble Education contributed a net loss of $14.1 million, which is reflected in the accompanying condensed consolidated statement of operations. The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Barnes & Noble Education as if it was consummated on January 1, 2023 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets, stock-based compensation expense, and direct and incremental transaction costs reflected in the historical financial statements. Specifically, the following nonrecurring adjustments were made: • For the three and six months ended June 30, 2024, the Company’s direct and incremental acquisition-related expenses of $1.2 million and one-time severance payment of $1.5 million are excluded from the pro forma condensed combined net loss. • For the three and six months ended June 30, 2023 , respectively, the Company’s direct and incremental acquisition-related expenses of $1.2 million and one -time severance payment of $ This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2023. It should not be taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues $ 288,325 $ 221,171 $ 788,845 $ 667,299 Net income (loss) 19,433 (35,189 ) 36,830 ( 48,975 ) |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2024 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 3. SEGMENT REPORTING We operate as two operating and reportable segments, Immersion and Barnes & Noble Education. Summarized financial information for our reportable segments is reported below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Immersion $ 52,403 $ 6,983 $ 96,250 $ 14,057 Barnes & Noble Education 47,021 — 47,021 — Total revenues 99,424 6,983 143,271 14,057 Cost of sales (excludes depreciation and amortization expense): Barnes & Noble Education 40,806 — 40,806 — Operating expenses: Immersion 14,175 3,870 41,408 7,685 Barnes & Noble Education 19,037 — 19,037 — Total operating expenses 33,212 3,870 60,445 7,685 Operating income (loss) Immersion 38,228 3,113 54,842 6,372 Barnes & Noble Education (12,822 ) — (12,822 ) — Operating income $ 25,406 $ 3,113 $ 42,020 $ 6,372 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2024 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION Immersion Disaggregated Revenue The following table presents the disaggregation of our revenue of Immersion for the three and six June 30, 2024 and 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fixed fee license revenue $ 48,779 $ 1,254 $ 87,507 $ 2,404 Per-unit royalty revenue 3,624 5,729 8,743 11,653 Total revenues $ 52,403 $ 6,983 $ 96,250 $ 14,057 Per-unit Royalty Revenue As a result of accruing per-unit royalty revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true up revenue to the actual amounts reported by our licensees. In the three months ended June 30, 2024 royalty revenue recognized in the previous quarter. We recorded adjustments of $0.3 million to increase royalty revenue during the three months ended June 30, 2023 Contract Assets As of June 30, 2024 , we had contract assets of $2.8 million included within Prepaid expenses and other current asset s and $33.7 million within Other assets on the Condensed Consolidated Balance Sheets . As of December 31, 2023 , we had contract assets of $7.7 million included within Prepaid expenses and other current assets , and $0.1 million included within Other assets on the Condensed Consolidated Balance Sheets . Based on contracts signed and payments received as of June 30, 2024 20.7 16.7 one three 4.1 three Contract assets increased by $28.3 million from January 1 2024 June 30, 2024 , primarily due to increase in unbilled revenue related to the new contracts we entered into during the six months ended June 30, 2024 Deferred Revenue The following table presents changes in deferred revenue associated with Immersion’s contract liabilities (in thousands): J une 30 2024 Deferred revenue at the beginning of period $ 12,629 Additions to deferred revenue during the period 10,526 Reductions to deferred revenue for revenue recognized during the period (2,408 ) Deferred revenue balance at the end of period: $ 20,747 Barnes & Noble Education Disaggregated Revenue The following table disaggregated the revenue associated with our major product and service offerings (in thousands): June 10 2024, to June 30, 2024 Course material sale $ 26,814 General merchandise sale 16,008 Services and other revenue 2,251 Total product and other revenue 45,073 Course material rental income 1,948 Total revenue $ 47,021 Deferred Revenue The following table presents changes in deferred revenue associated with Barnes & Noble Education's contract liabilities (in thousands): June 30, 2024 Deferred revenue as of the acquisition date $ 11,044 Additions to deferred revenue during the period 2,943 Reductions to deferred revenue for revenue recognized during the period (2,435 ) Deferred revenue balance at the end of period: $ 11,552 As of D 31 2022 |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 5 INVESTMENTS AND FAIR VALUE MEASUREMENTS We invest surplus funds in excess of operational requirements in a diversified portfolio of marketable securities, with the objectives of delivering competitive returns, maintaining a high degree of liquidity, and seeking to avoid the permanent impairment of principal. A summary of our investments in marketable equity and debt securities as of June 30, 2024, are as follows: Investments - current were as follows (in thousands): June 30, 2024 December 31, 2023 Marketable equity securities $ 57,171 $ 62,978 U.S. treasury securities 40,443 41,313 Short-term investments $ 97,614 $ 104,291 Investments- noncurrent were as follows (in thousands): June 30, 2024 December 31, 2023 U.S. treasury securities $ 25,333 $ 13,653 Marketable debt securities 19,830 19,697 Investments- noncurrent $ 45,163 $ 33,350 Marketable Securities Marketable securities as of June 30, 2024 December 31, 2023 June 30, 2024 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 58,530 $ 5,868 $ (7,227 ) $ 57,171 Marketable debt securities U.S. treasury securities 64,816 976 (16 ) 65,776 Corporate bonds 19,577 648 (395 ) 19,830 Total marketable debt securities 84,393 1,624 (411 ) 85,606 $ 142,923 $ 7,492 $ (7,638 ) $ 142,777 December 31, 2023 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 59,228 $ 7,896 $ (4,146 ) $ 62,978 Marketable debt securities U.S. treasury securities 53,662 1,307 (3 ) 54,966 Corporate bonds 19,422 472 (197 ) 19,697 Total marketable debt securities 73,084 1,779 (200 ) 74,663 $ 132,312 $ 9,675 $ (4,346 ) $ 137,641 The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of June 30, 2024 (in thousands) are as follows: June 30, 2024 Amortized Cost Fair Value Less than 1 $ 41,622 $ 40,443 1 5 42,771 45,163 Total $ 84,393 $ 85,606 As of June 30, 2024 million , with an aggregated loss of $ 0.4 million. As June 30, 2024, the fair value of U.S. treasury securities with unrealized loss position was $6.6 million, with an aggregated loss of $16,000. As of December 31, 2023, the fair value of available-for-sale debt securities in unrealized loss position for corporate bonds and U.S. treasury securities were $ 7.1 million and $ 2.7 million, respectively, with an aggregated loss of $ 0.2 million. For all available-for-sale debt securities that were in unrealized loss positions, we have determined that it is more likely than not we will hold the securities until maturity or a recovery of the cost basis. We had no credit-related impairment loss as of June 30, 2024 December 31, 2023 Derivative Financial Instruments Our derivative instruments consisted of call and put options sold at their fair value as of the balance sheet date. These derivative instruments are reported as Other current liabilities on our Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 Cost Unrealized Losses Fair Value Derivative instruments $ 6,131 $ (842 ) $ 5,289 $ 6,131 $ (842 ) $ 5,289 December 31, 2023 Cost Unrealized Losses Fair Value Derivative instruments $ 8,797 $ (867 ) $ 7,930 $ 8,797 $ (867 ) $ 7,930 A summary of realized and unrealized gains and losses from our equity securities and derivative instruments and realized gains and losses from our marketable debt securities Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net unrealized gains (losses) recognized on marketable equity securities $ (2,453 ) $ (1,255 ) $ (5,108 ) $ 759 Net realized gains recognized on marketable equity securities 3,703 4,561 9,182 6,230 Net unrealized losses recognized on derivative instruments (2,844 ) (91 ) (26 ) (194 ) Net realized gains recognized on derivative instruments 3,327 1,520 2,893 2,237 Net realized gains recognized on marketable debt securities 473 217 555 217 Total net gains recognized in interest and other income (loss), net $ 2,206 $ 4,952 $ 7,496 $ 9,249 Fair Value Measurements Our financial instruments include cash and cash equivalents, receivables, accrued liabilities and accounts payable. The fair value of cash and cash equivalents, receivables, accrued liabilities and accounts payable approximates their carrying values because of the short-term nature of these instruments, which are all considered Level 1. The fair value of long-term debt approximates its carrying value. Our financial instruments measured at fair value on a recurring basis consisted of U.S. treasury securities, equity securities, corporate bonds and derivatives. U.S. treasury securities and equity securities are classified within Level 1 2 Financial instruments value 3 3 June 30, 2024 , and December 31, 2023 . Financial instrume of June 30, 2024 December 31, 2023 are classified based on the valuation technique in the table below (in thousands): June 30, 2024 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1 Significant Other Observable Inputs (Level 2 Significant Unobservable Inputs (Level 3 Total Assets: U.S. treasury securities $ 65,776 $ — $ — $ 65,776 Equity securities 57,171 — — 57,171 Corporate bonds — 19,830 — 19,830 Total assets at fair value $ 122,947 $ 19,830 $ — $ 142,777 Liabilities Derivative instruments $ — $ 5,289 $ — $ 5,289 Total liabilities at fair value $ — $ 5,289 $ — $ 5,289 December 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1 Significant Other Observable Inputs (Level 2 Significant Unobservable Inputs (Level 3 Total Assets: U.S. treasury securities $ 54,966 $ — $ — $ 54,966 Equity securities 62,977 — — 62,977 Corporate bonds — 19,697 — 19,697 Total assets at fair value $ 117,943 $ 19,697 $ — $ 137,640 Liabilities Derivative instruments $ — $ 7,930 $ — $ 7,930 Total liabilities at fair value $ — $ 7,930 $ — $ 7,930 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Goodwill The Company recognized $14.2 million in goodwill as the result of the business combination with Barnes & Noble Education on June 10, 2024, as further described in Note 2 In accordance with ASC Topic 350 Intangibles - Goodwill and Other, three Intangible Assets, net The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Condensed Consolidated Balance Sheets as of June 30, 2024 (in thousands): As of June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Trade name $ 45,000 $ — $ 45,000 Infinite Customer relationships 50,000 (214 ) 49,786 13 Total $ 95,000 $ (214 ) $ 94,786 Amortization of finite-lived intangible assets is computed using the straight-line method over their estimated useful lives. Trade name is determined to have an indefinite useful life and is not subject to amortization. Amortization expense was $0.3 million for the three and six months ended June 30, 2024. We did not have amortization expense in the three and six month ended in June 30, 2023. Estimated amortization expense of the intangible assets to be recognized by the Company are as follows (in thousands): Year ended December 31, Remainder of 2024 $ 1,923 2025 3,846 2026 3,846 2027 3,846 Thereafter 36,325 Total $ 49,786 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
LEASES | |
LEASES | 6 LEASES Immersion Immersion leases office space, which is accounted for as an operating lease in accordance with the provisions of ASC Topic 842 twelve The following table summarizes additional information related to Immersion’s operating leases: June 30, 2024 2023 Weighted average remaining lease terms (in years) 1.80 0.70 Weighted average discount rate 4.7 % N/A Barnes & Noble Education Barnes & Noble Education leases the right to operate on-campus bookstores at colleges and universities, office space and vehicles under operating leases in accordance with the provisions of ASC Topic 842, with expiration dates on or before June 30, 2033. Barnes & Noble Education recognizes lease expense on a straight line basis over the lease term or over the contract year in order to best reflect the pattern of the underlying leased asset. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheets. Barnes and Noble Education combines lease and non-lease components for new and reassessed leases, and applies discount rates to operating leases under a portfolio approach. Barnes & Noble Education used its incremental borrowing rates to determine the present value of fixed lease payments based on the information available on June 10, 2024 (“Closing Date”, as discussed in Note 2, Business Combinations), as the rate implicit in the lease is not readily determinable. It utilized an estimated collateralized incremental borrowing rate as of the Closing Date. The Company also evaluated the leases for unfavorable terms and recorded an adjustment for unfavorable market terms of $32.0 million. Unfavorable lease liabilities are presented net of the corresponding right of use asset. The following table summarizes additional information related to Barnes & Noble Education’s operating leases: June 30, 2024 Weighted average remaining lease terms (in years) 5.0 Weighted average discount rate 10.4% |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
DEBT | |
DEBT | 8. DEBT The following is a summary of Barnes & Noble Education's outstanding borrowing as of June 30, 2024 (in thousands): Maturity Date As of June 30, 2024 Total debt - Barnes & Noble credit facility June 9, 2028 $ 186,644 Balance sheet classification: Short-term borrowings $ — Long-term borrowings 186,644 Total debt $ 186,644 On the Closing Date, Barnes & Noble Education amended and restated and extended the maturity of its existing asset-based c redit facility with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and other lenders from time to time party thereto (such amended and restated credit facility, the “Restated ABL Facility”). Pursuant to the Restated ABL Facility, the lenders thereunder have committed to provide a four Barnes & Noble Education has interest only obligations until June 9, 2028, at which time the total principal is due and payable. Interest under the Restated ABL Facility accrues, at the election of Barnes & Noble Education, either (x) based on the Secured Overnight Financing Rate (“SOFR”), which is subject to a floor of 2.50% per annum, plus a spread of 3.50% per annum or (y) at an alternate base rate, which is subject to a floor of 3.50% per annum, plus a spread of 2.50% per annum, provided that, in the event Barnes & Noble Education meets certain financial metrics for a consecutive six one The Restated ABL Facility • following the date that is six months following the Closing Date, Barnes & Noble Education is required to maintain a minimum Availability (as defined in the Restated ABL Facility agreement thirty thirty • commencing with the month ending May 31, 2025, Barnes & Noble Education is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Restated ABL Facility) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12-month period; and • commencing with the quarter ending October 31, 2024, Barnes & Noble Education is required to maintain a minimum Consolidated EBITDA (as defined in the Restated ABL Facility), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six nine The Restated ABL Facility The credit facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the credit facility. This is considered an all asset lien (inclusive of proceeds from tax refunds payable to Barnes & Noble and pledge of equity from subsidiaries, exclusive of real estate). In connection with the Restated ABL Facility, the 1.00% fee payable in connection with the eighth amendment to the Restated ABL Facility (prior to its having been restated) is due and payable (x) 50% on September 2, 2024, and (y) 50% on June 10, 2025. As of June 30, 2024, and through the date of this filing, Barnes & Noble Education was in compliance with all debt covenants under the Restated ABL Facility During the period June 10, 2024, to June 30, 2024, Barnes & Noble Education borrowed $101.5 million and repaid $16.1 million under the Restated ABL Facility Restated ABL Facility Restated ABL Facility |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION Immersion Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants. On January 18, 2022, our stockholders approved the 2021 (as amended, the “ 2021 Plan”), 2011 On March 30, 2023, our stockholders approved an amendment to the 2021 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for such stock options. Stock options generally vest over four years and expire seven years from the applicable grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued. A summary of our equity incentive program as of June 30, 2024 is as follows (in thousands): Common stock shares available for grant 3,541 RSUs outstanding 1,130 RSAs outstanding 86 PSUs outstanding 400 As of June 30, 2024 Restricted Stock Units The following summarizes RSU activities for the six months ended June 30, 2024 Number of Restricted Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,128 $ 6.57 1.05 $ 7,964 Granted 274 6.85 Released (272 ) 6.14 Forfeited — — Outstanding at June 30, 2024 1,130 $ 6.52 0.95 $ 10,635 The aggregate intrinsic value is calculated as the market value as of the end of the reporting period. Restricted Stock Awards The following summarizes RSA activities for the six months ended June 30, 2024 Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2023 75 $ 8.31 0.24 Granted 86 7.25 Released (75 ) 8.31 Forfeited — — Outstanding at June 30, 2024 86 $ 7.25 — Market Condition-Based Performance Stock Units The following summarizes PSU activities for the six months ended June 30, 2024 Number of Market Condition-Based Performance Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2023 400 $ 3.63 0.00 Granted — — Released — — Forfeited — — Outstanding at June 30, 2024 400 $ 3.63 0.38 Stock-based Compensation Expense Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards for the three and six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ — $ 16 $ (2 ) $ (40 ) RSUs, RSAs and PSUs 1,192 744 2,270 1,747 Total $ 1,192 $ 760 $ 2,268 $ 1,707 As of June 30, 2024 , Barnes & Noble Education Barnes & Noble Education Shares Assumed Stock options 25,191 Restricted stock award 4,853 Restricted stock unit 1,518 Total equity awards assumed 31,562 The total fair value of equity award assumed was $33,000. Total stock-based expense for the period from June 10, 2024, to June 30, 2024, was not material. On June 19, 2024, Barnes & Noble Education granted 37,205 restricted stock units to various directors of Barnes & Noble Education. The restricted stock units vest on the earlier of one year from the date of grant or the next annual meeting of stockholders of Barnes & Noble Education. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 6 Months Ended |
Jun. 30, 2024 | |
EMPLOYEE BENEFIT PLAN | |
EMPLOYEE BENEFIT PLAN | 10 Barnes & Noble Education sponsors defined contribution plans for the benefit of substantially all of its employees. MBS Textbook Exchange, LLC (“MBS”), a subsidiary of Barnes & Noble Education, maintains a profit-sharing plan covering substantially all full-time employees of MBS. For all plans, Barnes & Noble Education is responsible to fund the employer contributions directly, if any. There was no benefit expense for these plan during the period from June 10, 2024 to June 30, 2024 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY Stock Repurchase Program On December 29, 2022, our Board of Directors ( the “ Board” 50.0 twelve one 10 5 1 10 5 1 1934 On August 8, 2023, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on Dec ember 29 2023 , December 29, 2024 We did not repurchase any stock during the three months ended June 30, 2024 June 30, 2024 41.7 Dividends Declared and Dividend Payments On November 13, 2023, our Board declared a quarterly dividend in the amount of $0.045 per share, which was paid on January 25, 2024 to stockholders of record on January 14, 2024. On February 28, 2024, our Board declared a quarterly dividend in the amount of $ 0.045 , which was paid on April 19, 2024 to stockholders of record on April 12, 2024 . On May 8, 2024, our Board declared a quarterly dividend in the amount of $0.045 per share, which was paid on July 26, 2024 to stockholders of record on July 8, 2024 . On August 12, 2024, our Board declared a quarterly dividend in the amount of $0.045 per share, payable on October 18, 2024 to stockholders of record on October 4, 2024. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews our capital allocation strategy from time to time. In the first half of 2024 and 2023 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES | |
INCOME TAXES | 12 . INCOME TAXES Provision for income taxes for the three and six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income before provision for income taxes $ 29,114 $ 9,872 $ 53,834 $ 19,657 Provision for income taxes (8,178 ) (2,844) (14,243) (4,351) Effective tax rate 28.1 % 28.8 % 26.5 % 22.1 % Provision for income taxes for the three and six June 30, 2024 2023 We provided no In the event that we determine the deferred tax assets are realizable based on an assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. The valuation allowance does not impact our ability to utilize the underlying net operating loss carryforwards. We also maintain liabilities for uncertain tax positions. As of June 30, 2024 740 Income Taxes We account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve As of June 30, 2024 2008 Barnes & Noble Education Barnes & Noble Education recorded an income tax provision of $0.1 million (0.1)% In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized. As of June 30, 2024, Barnes & Noble Education determined that it was more likely than not that it would not realize all deferred tax assets and its tax rate for the current fiscal year reflects this determination. Barnes & Noble Education will continue to evaluate this position. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change” (generally defined as a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating losses and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. Similar rules may apply under state tax laws. As a result of the rights offering, backstop commitment, private investment, and debt term loan conversion completed on June 10, 2024, Barnes & Noble Education may have experienced an ownership change as defined by Sections 382 and 383. Barnes & Noble Education intends to perform a study to determine if an ownership change has occurred. If it is determined that an ownership change has occurred under Section 382 and 383, Barnes &Noble Education expects any corresponding annual limitations to severely impact the future utilization of its tax attributes including its $265.5 million NOL carryforward. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 13. EARNINGS PER SHARE We use the two two Potential common stock, computed using the treasury stock method, includes stock options and stock awards. The following is a reconciliation of the denominators used in computing basic and diluted net income per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income attributable to Immersion stockholders $ 28,945 $ 7,028 $ 47,600 $ 15,306 Denominator: Weighted-average shares outstanding, basic 31,879 32,583 31,784 32,474 Shares related to outstanding options, unvested RSUs, RSAs, and PSUs 646 227 623 365 Weighted average shares outstanding, diluted 32,525 32,810 32,407 32,839 We include PSUs in the calculation of diluted earnings per share if the applicable performance condition has been satisfied as of the end of the reporting period and exclude stock equity awards if the performance condition has not been met. For the three and six months ended June 30, 2024 and 2023, we had stock options, RSUs, PSUs and RSAs outstanding that could potentially dilute basic earnings per share in the future, but these were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. These outstanding securities consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ — $ 136 $ — $ 138 RSUs, RSAs and PSUs — 10 — 5 Total — 146 — 143 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES From time to time, we receive claims from third parties asserting that our technologies, or those of our licensees, infringe on the other parties’ IP rights. Management believes that these claims are without merit. Additionally, periodically, we are involved in routine legal matters and contractual disputes incidental to our normal operations. In management’s opinion, unless we disclosed otherwise, the resolution of such matters will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. In the normal course of business, we provide indemnification of varying scope to customers, most commonly to licensees in connection with licensing arrangements that include our IP, although these provisions can cover additional matters. Historically, costs related to these guarantees have not been significant, and we are unable to estimate the maximum potential impact of these guarantees on our future results of operations. LGE Korean Withholding Tax Matter On October 16, 2017, we received a letter from LG Electronics Inc. (“LGE”) requesting that we reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following an investigation where the tax authority determined that LGE failed to withhold on LGE’s royalty payments to Immersion Software Ireland, a subsidiary of the Company, from 2012 to 2014 . Pursuant to an agreement reached with LGE, on April 8, 2020, we provided a provisional deposit to LGE in the amount of KRW 5,916,845,454 (approximately $ 5.0 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korean courts. In the second quarter of 2020 , we recorded this deposit in Long-term deposits on our Condensed Consolidated Balance Sheets . In the fourth quarter of 2021 , we recorded an impairment charge of $0.8 On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes related to the 2012 2019 2022 On April 25, 2023, we received notice from LGE requesting us to reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following a recent tax audit of LGE for the years 2018 2022 3,024,877,044 2.3 2023 Long-term deposits Condensed Consolidated Balance Sheets On June 29, 2023, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes related to the 2018 2022 On August 7, 2023, the Korean tax authority submitted its answer against the tax appeal. On September 8, 2023, on behalf of LGE, the Company submitted its rebuttal brief in response thereto. On September 25, 2023, Korean tax authority submitted an additional response brief, and on November 23, 2023, the Korea Tax Tribunal rendered a decision against LGE, dismissing the claims of the Company on the grounds that its claims are without merit. In response thereto, on behalf of LGE, we filed an appeal with the Korea Administrative Court on December 29, 2023. On July 25, 2024, the Korea Tax Tribunal rendered a decision against LGE, and deadline for the court appeal of the local income claim is October 21, 2024. In addition, the Korea Administrative Court scheduled a hearing date of August 29, 2024. As of June 30, 2024 0.3 2018 2022 Long-term deposit 2023 Based on th e developments in these cases, we regularly reassess the likelihood that we will prevail in the claims from the Korean tax authorities with respect to the LGE case. To the extent that we determine that it is more likely than not that we will prevail against the claims from the Korean tax authorities, then no additional tax expense is provided for in our Condensed Consolidated Statements of Operations and Comprehensive Income . In the event that we determine that it is more likely than not that we will not prevail against the claims from the Korean tax authorities, or a portion thereof, then we would estimate the anticipated additional tax expense associated with that outcome and record it as additional income tax expense in our Condensed Consolidated Statements of Operations and Comprehensive Income in the period of the new determination. If the additional income tax expense was related to the periods assessed by Korean tax authorities and for which we recorded a Long-term deposit on our Condensed Consolidated Balance Sheets , then the additional income tax expense would be recorded as an impairment to the Long-term deposits . If the additional income tax expense was not related to the periods assessed by Korean tax authorities and for which we recorded in Long-term deposits on our Condensed Consolidated Balance Sheets , then the additional income tax expense would be accrued as an Other current liabilities . In the event that we do not ultimately prevail in our appeal in the Korean courts with respect to this case, the applicable deposits included in Long-term deposits Condensed Consolidated Statements of Operations and Comprehensive Income Immersion Corporation vs. Xiaomi Group On or about March 3, 2023, the Company initiated patent infringement lawsuits against several companies of the Xiaomi-Group in Germany, France and India (the “Xiaomi Litigation”). Immersion filed complaints against Xiaomi-Group companies and their agents in the Düsseldorf Regional Court in Germany, the Tribunal judiciaire de Paris (Paris First Instance Civil Court) in France, and the High Court of Delhi, at New Delhi, in India. The complaints alleged that the Xiaomi-Group’s devices, including the Xiaomi 12, infringed Immersion's patents that cover various uses of haptic effects in connection with such devices. On June 12, 2024, the Company entered into a Patent License Agreement (the “Xiaomi License Agreement”) with the Xiaomi Group, pursuant to which the parties have agreed to terms for resolving the Xiaomi Litigation and the Xiaomi Group will license, on a non-exclusive basis, the Company’s patent portfolio for use in its products. Pursuant to the Xiaomi License Agreement, the Company and the Xiaomi Group have agreed to terms for dismissal by them of the outstanding Xiaomi Litigation. Immersion Corporation vs. Valve Corporation ( “Valve ”) On May 15, 2023, the Company filed a complaint against Valve in the United States District Court for the Western District of Washington. The complaint alleges that Valve’s AR/VR systems, including the Valve Index, and handheld Steam Deck, infringe seven of our patents that cover various uses of haptic effects in connection with such AR/VR systems and other video game systems. The Company is seeking to enjoin Valve from further infringement and to recover a reasonable royalty for such infringement. The complaint against Valve asserts infringement of the following patents: • U.S. Patent No. 7,336,260: “Method and Apparatus for Providing Tactile Sensations” • U.S. Patent No. 8,749,507: “Systems and Methods for Adaptive Interpretation of Input from a Touch-Sensitive Input Device” • U.S. Patent No. 9,430,042: “Virtual Detents Through Vibrotactile Feedback” • U.S. Patent No. 9,116,546: “System for Haptically Representing Sensor Input” • U.S. Patent No. 10,627,907: “Position Control of a User Input Element Associated With a Haptic Output Device” • U.S. Patent No. 10,665,067: “Systems and Methods for Integrating Haptics Overlay in Augmented Reality” • U.S. Patent No. 11,175,738: “Systems and Methods for Proximity-Based Haptic Feedback” Valve responded to the complaint on July 24, 2023, with a motion to dismiss. Valve re-noted its motion, which changed Immersion’s response deadline from August 14, 2023 to August 21, 2023. Immersion timely filed its response, and Valve filed its reply on August 25, 2023. The Court heard arguments on Valve’s motion on February 8, 2024. The Court entered a case schedule on November 21, 2023. The case schedule did not include a trial date but set the pretrial conference for May 30, 2025. Valve filed inter reviews (“ ”), IPR2024-00477 and IPR2024-00478 on January 19, 2024. These petitions are directed to U.S. Patent . 7,336,260 and 9,430,042 respectively. The Company filed its patent owner preliminary responses to these petitions on April 26, 2024, and April 29, 2024, respectively. The Patent Trial and Appeal Board issued a decision, granting institution of these petitions on July 24, 2024, and July 25, 2024, respectively. The Company’s patent owner responses to these petitions are due on October 15, 2024 and October 17, 2024, respectively. Valve filed IPR2024-00508 on January 30, 2024, which is directed to U.S. Patent No. 9,116,546. The Company elected not to file a patent owner preliminary response to this petition. The Patent Trial and Appeal Board issued a decision, granting institution of this petition on August 6, 2024. The Company’s patent owner response to the petition is due on October 31, 2024. Valve filed IPR2024-00556 on February 7, 2024, which is directed to U.S. Patent No. 8,749,507. The Company filed its patent owner preliminary response to this petition on May 15, 2024. The Patent Trial and Appeal Board issued a decision, granting institution on August 6, 2024. The Company’s patent owner response to the petition is due on October 31, 2024. Valve filed IPR2024-00557 on February 7, 2024, which is directed to U.S. Patent No. 10,665,067. The Company filed its patent owner preliminary response to this petition on May 15, 2024. The Patent Trial and Appeal Board issued a decision, granting institution on August 13, 2024. Valve filed IPR2024-00582 on February 16, 2024, which is directed to U.S. Patent No. 11,175,738. The Company filed its patent owner preliminary response to this petition on June 27, 2024. The Patent Trial and Appeal Board’s decision on whether to institute the petition is expected to issue around September 27, 2024. Valve filed IPR2024-00714 on March 22, 2024, which is directed to U.S. Patent No. 10,627,907. The Company filed its preliminary patent owner preliminary response to this petition on July 30, 2024. The Patent Trial and Appeal Board’s decision on whether to institute the petition is expected to issue around October 30, 2024. The parties submitted their joint claim construction statement and respective positions on March 29, 2024. On March 14, 2024, Valve filed a motion to stay the district court case pending the PTAB’s decisions on the IPRs. Immersion opposed the motion on March 25, 2024, and Valve filed its reply brief on March 29, 2024. The Court granted Valve’s motion to stay on April 4, 2024. In connection with that order, the Court struck Valve’s motion to dismiss with leave to refile at a later date. |
SUPPLEMENTARY INFORMATION
SUPPLEMENTARY INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
SUPPLEMENTARY INFORMATION | 15. SUPPLEMENTARY INFORMATION Restructuring and Other Charges During the period of June 10, 2024, to June 30, 2024, Barnes & Noble Education recognized restructuring and other charges totaling $2.4 million, comprised primarily of $2.0 million of severance costs related to the departure of Barnes & Noble Education's Chief Executive Officer on June 11, 2024, and $0.4 million costs associated with legal and advisory professional services. |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Description of Business | Description of Business Immersion Corporation (“Immersion”) was incorporated in 1993 1999 Immersion generates license and royalty revenues from a wide range of intellectual property (“IP”) that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial. On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc., a Delaware corporation (“Barnes & Noble Education”), refer to Note 2 The financial results of Barnes & Noble Education have been included in our condensed consolidated financial statements from the acquisition date of June 10, 2024. Barnes & Noble Education is a contract operator of physical and virtual bookstores for college and university campuses and K- 12 physical, virtual, and custom bookstores, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment. BNC First Day Equitable and Inclusive Access Programs Barnes & Noble Education provides product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. Barnes & Noble Education offers BNC First Day ® equitable and inclusive access programs, consisting of First Day Complete First Day First Day Complete First Day First Day Complete First Day Relationship with Fanatics and Lids In December 2020, Barnes & Noble Education Barnes & Noble Education Barnes & Noble Education’s Barnes & Noble Education Barnes & Noble Education Barnes & Noble Education’s Barnes & Noble Education’s Barnes & Noble Education Barnes & Noble Education |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The results of operations reflected in our condensed consolidated financial statements include the accounts of Immersion and our wholly-owned subsidiaries, as well as the accounts of Barnes & Noble Education, a consolidated variable interest entity, since June 10, 2024. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ ” December 31, 2023 Due to their nonhomogeneous operations, the Company’s condensed consolidated balance sheet and statement of operations for the three and six months ended June 30, 2024, separately present the operating assets, liabilities, and operations of Immersion’s business from the operating assets, liabilities and operations of Barnes & Noble Education's business. All of the assets of Barnes & Noble Education, reported on the balance sheet, can be used only to settle obligations of Barnes & Noble Education. None of the liabilities of Barnes & Noble Education have recourse to the general credit of Immersion Corporation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of the condensed consolidated financial statements. Significant estimates include revenue recognition, fair value of financial instruments, valuation of income taxes including uncertain tax provisions, stock-based compensation and long-term deposits for withholding taxes, the determination of the incremental borrowing rate, valuation of intangible assets, and We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. Actual results could differ from those estimates. |
Reporting Periods and Fiscal Year End | Reporting Periods and Fiscal Year End Immersion reports our financial results based on a calendar year basis. For interim period reporting, we report our quarterly financial results as of March 31; June 30; September 30 and December 31 Barnes & Noble Education's fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education from the period of June 10, 2024 through June 30, 2024. For purposes of these consolidated financial statements, the results of Barnes & Noble Education herein have been aligned to the Company’s reporting periods. References to the “fiscal” year in relation to Barnes & Noble Education are in the context of their respective fiscal year. |
Segment Information | Segment Information Following the closing of the Transaction (as defined below) with Barnes & Noble Education, we operate as two reportable segments, Immersion and Barnes & Noble Education. We identify our segments in the manner in which our Chief Executive Officer, as our chief operating decision maker (“CODM”), |
Earnings per Share of the Company | Earnings per Share of the Company two two |
Business Combinations | Business Combinations The determination of the fair value of net assets acquired in a business combination requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets. Fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques. For current assets and current liabilities, book value is generally assumed to approximate fair value. Goodwill is the amount by which consideration paid for an acquired entity exceeds the fair value of its acquired net assets. Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations. During the measurement period, preliminary fair value estimates may be revised if new information is obtained about the facts and circumstances existing as of the date of acquisition, or based on the final net assets and working capital of the acquired business, as prescribed in the applicable purchase agreement. Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period” adjustments. Measurement period adjustments are recorded to goodwill. Other revisions to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and indefinite-lived intangible assets that have been recorded in connection with the acquisition of Barnes & Noble Education. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Our long-lived assets include property and equipment, operating lease right-of-use assets, and amortizable intangibles recorded in connection with our business acquisition of Barnes & Noble Education. |
Seasonality | Seasonality Barnes & Noble Education's business is highly seasonal. For example, Barnes & Noble Education’s retail business is seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the other fiscal quarters. Barnes & Noble Education's quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, the revenue impact of accounting principles with respect to the recognition of revenue associated with its equitable and inclusive access programs and the ability to secure inventory on a timely basis. As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to: (i) the rental of physical textbook where revenue is recognized over the rental period, and (ii) ala carte courseware sales where revenue is recognized when the customer takes physical possession of Barnes & Noble Education products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of products by customers for products ordered through Barnes & Noble Education’s websites and virtual bookstores. |
Restricted Cash | Restricted Cash As of June 30, 2024, Barnes & Noble Education had restricted cash of $14.6 million, comprised of $13.6 million in Prepaid and other current assets ondensed consolidated balance sheets The restricted cash was part of net assets acquired as part of the Transactions (defined below). |
Merchandise Inventories | Merchandise Inventories Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of Barnes & Noble Education's inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory are based on our history of liquidating non-returnable inventory, which includes certain significant assumptions, including markdowns, sales below cost, inventory aging and expected demand. Cost is determined primarily by the retail inventory method for Barnes & Noble Education's retail product sales. Textbook and trade book inventories are valued using the LIFO method and the related reserve was not material to the recorded amount of inventories. There were no LIFO adjustments during the period from June 10, 2024 to June 30, 2024. For the physical bookstores, Barnes & Noble Education also estimates and accrues shortage for the period between the last physical count of inventory and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends. On June 10, 2024, Immersion acquired $336.7 million in merchandise inventory, measured at fair value, as part of the Transactions (defined below). |
Textbook Rental Inventories | Textbook Rental Inventories Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost. On June 10, 2024, Immersion acquired $9.8 million in rental textbook inventory, measured at fair value, as part of the Transactions (defined below). |
Leases | Leases Barnes & Noble Education recognizes lease assets and lease liabilities on the condensed consolidated balance sheet for substantially all lease arrangements as required by the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC ”) 842 842 Barnes & Noble Education recognize a right of use (“ROU”) asset and lease liability in the condensed consolidated balance sheet for leases with a term greater than twelve Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised. The lease terms generally range from one year to fifteen years and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year. Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or ii) operating expenses, such as common area charges, real estate taxes and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, Barnes & Noble Education recognizes lease expense on a straight-line basis over the lease term or over the contract year in order to best reflect the pattern of usage of the underlying leased asset and our minimum obligations arising from these types of leases. Barnes & Noble Education's lease agreements do not contain any material residual value guarantees, material restrictions or covenants. For leases entered into after June 10, 2024, Barnes & Noble Education uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the commencement date, as the rate implicit in the lease is not readily determinable. Barnes & Noble Education utilizes an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over estimated useful lives. Maintenance and repairs are expensed as incurred, however major maintenance and remodeling costs are capitalized if they extend the useful life of the asset. |
Revenue Recognition And Deferred Revenue | Revenue Recognition and Deferred Revenue Product sales and rentals The majority of Barnes & Noble Education's revenue is derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of products is recognized at the point in time when control of the products is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for the products. Product revenue is recognized when the customer takes physical possession of its products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by customers for products ordered through websites and virtual bookstores. Product revenue shipped from wholesale operations are recognized upon shipment of physical textbooks Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product revenue. A software feature is embedded within the content of digital textbooks, such that upon expiration of the term the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, the performance obligation is complete. Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in the condensed consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. Barnes & Noble Education offers a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. It records the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, Barnes & Noble Education accelerates any remaining deferred rental revenue at the point of sale. Revenue recognized for BNC First Day BNC First Day BNC First Day Barnes & Noble Education estimates returns based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sale in the period that the related sales are recorded. For sales and rentals involving third-party products, Barnes & Noble Education evaluates whether it is acting as a principal or an agent. This determination is based on Barnes &Noble Education's evaluation of whether it controls the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether Barnes & Noble Education controls the specified goods or services prior to transferring them to the customer including whether Barnes & Noble Education has the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where Barnes & Noble Education is the principal, it records revenue on a gross basis, and for those transactions where it is an agent to a third-party, it records revenue on a net basis. Barnes & Noble Education does not have gift cards or customer loyalty programs. Barnes & Noble Education does not treat any promotional offers as expenses. Sales tax collected from Barnes & Noble Education's customers is excluded from reported revenues. Barnes & Noble Education's payment terms are generally 30 days and do not extend beyond one year. Service and other revenue Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within Barnes & Noble Education physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs. Brand marketing agreements often include multiple performance obligations which are individually negotiated with Barnes & Noble Education's customers. For these arrangements that contain distinct performance obligations, Barnes & Noble Education allocates the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and overtime for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions. |
Deferred Revenue | Deferred Revenue Deferred revenue represents an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue consists of the following: • advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period; • unsatisfied performance obligations associated with brand partnership marketing services, which are recognized when the contracted services are provided to our brand partnership marketing customers; and unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the e-commerce and merchandising contracts for Fanatics and Lids, respectively . |
Cost of Sales | Cost of Sales Cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, content development cost amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses. Except as set forth herein, there are no other changes in our significant accounting policies. Please refer to Note 1 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 , filed with the SEC on March 11, 2024, for a complete discussion of our |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023 09 Income Taxes (Topic 740 In November 2023 ASU 2023 07 (Topic 280 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for us for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted, and retrospective adoption is required for all prior periods presented. We are currently assessing this guidance and determining the impact on our consolidated financial statements. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
BUSINESS COMBINATION | |
Schedule of preliminary purchase price allocation | The following table presents the preliminary purchase price allocation for the acquisition (in thousands): Preliminary Amount Recognized as of the Assets acquired Cash and cash equivalents $ 14,736 Accounts receivable 113,743 Merchandise inventories 336,741 Textbook rental inventories 9,835 Prepaid expenses and other current assets (including $4.8 million in restricted cash) 26,969 Property and equipment 118,818 Operating lease right-of-use assets 155,664 Intangible assets 95,000 Other assets noncurrent (including $1.0 million in restricted cash) 11,634 Total assets acquired $ 883,140 Liabilities assumed Accounts payable $ 279,456 Accrued liabilities 51,123 Deferred revenue - current 7,651 Operating lease liabilities - current 80,263 Deferred tax liabilities - noncurrent 636 Operating lease liabilities - noncurrent 107,400 Deferred revenue - noncurrent 3,393 Other long-term liabilities 12,413 Long-term borrowings 101,235 Total liabilities assumed $ 643,570 Net assets acquired 239,570 Total consideration transferred $ 50,133 Less: Net assets acquired (239,570 ) Plus: Noncontrolling interest 203,657 Goodwill 14,220 |
Schedule of identifiable intangible assets acquired | Identifiable intangible assets acquired were comprised of the following (in thousands except for estimated useful life): Amount Estimated Life Trade name $ 45,000 Indefinite Customer relationships 50,000 13 years Total intangible assets $ 95,000 |
Schedule of pro forma condensed combined financial information | The following table presents the unaudited pro forma condensed combined financial information (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues $ 288,325 $ 221,171 $ 788,845 $ 667,299 Net income (loss) 19,433 (35,189 ) 36,830 ( 48,975 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SEGMENT REPORTING | |
Summay of financial information for reportable segments | We operate as two operating and reportable segments, Immersion and Barnes & Noble Education. Summarized financial information for our reportable segments is reported below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Immersion $ 52,403 $ 6,983 $ 96,250 $ 14,057 Barnes & Noble Education 47,021 — 47,021 — Total revenues 99,424 6,983 143,271 14,057 Cost of sales (excludes depreciation and amortization expense): Barnes & Noble Education 40,806 — 40,806 — Operating expenses: Immersion 14,175 3,870 41,408 7,685 Barnes & Noble Education 19,037 — 19,037 — Total operating expenses 33,212 3,870 60,445 7,685 Operating income (loss) Immersion 38,228 3,113 54,842 6,372 Barnes & Noble Education (12,822 ) — (12,822 ) — Operating income $ 25,406 $ 3,113 $ 42,020 $ 6,372 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Immersion Corporation [Member] | |
Disaggregation of Revenue [Line Items] | |
Schedule of disaggregation of revenue | The following table presents the disaggregation of our revenue of Immersion for the three and six June 30, 2024 and 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fixed fee license revenue $ 48,779 $ 1,254 $ 87,507 $ 2,404 Per-unit royalty revenue 3,624 5,729 8,743 11,653 Total revenues $ 52,403 $ 6,983 $ 96,250 $ 14,057 |
Schedule of deferred revenue | The following table presents changes in deferred revenue associated with Immersion’s contract liabilities (in thousands): J une 30 2024 Deferred revenue at the beginning of period $ 12,629 Additions to deferred revenue during the period 10,526 Reductions to deferred revenue for revenue recognized during the period (2,408 ) Deferred revenue balance at the end of period: $ 20,747 |
Barnes and Noble Education, Inc. [Member] | |
Disaggregation of Revenue [Line Items] | |
Schedule of disaggregation of revenue | The following table disaggregated the revenue associated with our major product and service offerings (in thousands): June 10 2024, to June 30, 2024 Course material sale $ 26,814 General merchandise sale 16,008 Services and other revenue 2,251 Total product and other revenue 45,073 Course material rental income 1,948 Total revenue $ 47,021 |
Schedule of deferred revenue | The following table presents changes in deferred revenue associated with Barnes & Noble Education's contract liabilities (in thousands): June 30, 2024 Deferred revenue as of the acquisition date $ 11,044 Additions to deferred revenue during the period 2,943 Reductions to deferred revenue for revenue recognized during the period (2,435 ) Deferred revenue balance at the end of period: $ 11,552 |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | |
Schedule of current investments | Investments - current were as follows (in thousands): June 30, 2024 December 31, 2023 Marketable equity securities $ 57,171 $ 62,978 U.S. treasury securities 40,443 41,313 Short-term investments $ 97,614 $ 104,291 |
Schedule of noncurrent investments | Investments- noncurrent were as follows (in thousands): June 30, 2024 December 31, 2023 U.S. treasury securities $ 25,333 $ 13,653 Marketable debt securities 19,830 19,697 Investments- noncurrent $ 45,163 $ 33,350 |
Schedule of short-term investments | Marketable securities as of June 30, 2024 December 31, 2023 June 30, 2024 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 58,530 $ 5,868 $ (7,227 ) $ 57,171 Marketable debt securities U.S. treasury securities 64,816 976 (16 ) 65,776 Corporate bonds 19,577 648 (395 ) 19,830 Total marketable debt securities 84,393 1,624 (411 ) 85,606 $ 142,923 $ 7,492 $ (7,638 ) $ 142,777 December 31, 2023 Cost or Amortized Cost Unrealized Gains Unrealized Losses Fair Value Marketable equity securities Equity securities $ 59,228 $ 7,896 $ (4,146 ) $ 62,978 Marketable debt securities U.S. treasury securities 53,662 1,307 (3 ) 54,966 Corporate bonds 19,422 472 (197 ) 19,697 Total marketable debt securities 73,084 1,779 (200 ) 74,663 $ 132,312 $ 9,675 $ (4,346 ) $ 137,641 |
Debt Securities, Available-for-sale | The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of June 30, 2024 (in thousands) are as follows: June 30, 2024 Amortized Cost Fair Value Less than 1 $ 41,622 $ 40,443 1 5 42,771 45,163 Total $ 84,393 $ 85,606 |
Derivatives Not Designated as Hedging Instruments | Our derivative instruments consisted of call and put options sold at their fair value as of the balance sheet date. These derivative instruments are reported as Other current liabilities on our Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 Cost Unrealized Losses Fair Value Derivative instruments $ 6,131 $ (842 ) $ 5,289 $ 6,131 $ (842 ) $ 5,289 December 31, 2023 Cost Unrealized Losses Fair Value Derivative instruments $ 8,797 $ (867 ) $ 7,930 $ 8,797 $ (867 ) $ 7,930 |
Schedule of realized and unrealized gains and losses from equity securities and derivative instruments and realized gains and losses from marketable debt securities | A summary of realized and unrealized gains and losses from our equity securities and derivative instruments and realized gains and losses from our marketable debt securities Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net unrealized gains (losses) recognized on marketable equity securities $ (2,453 ) $ (1,255 ) $ (5,108 ) $ 759 Net realized gains recognized on marketable equity securities 3,703 4,561 9,182 6,230 Net unrealized losses recognized on derivative instruments (2,844 ) (91 ) (26 ) (194 ) Net realized gains recognized on derivative instruments 3,327 1,520 2,893 2,237 Net realized gains recognized on marketable debt securities 473 217 555 217 Total net gains recognized in interest and other income (loss), net $ 2,206 $ 4,952 $ 7,496 $ 9,249 |
Schedule of financial instruments measured at fair value on recurring basis | Financial instrume of June 30, 2024 December 31, 2023 are classified based on the valuation technique in the table below (in thousands): June 30, 2024 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1 Significant Other Observable Inputs (Level 2 Significant Unobservable Inputs (Level 3 Total Assets: U.S. treasury securities $ 65,776 $ — $ — $ 65,776 Equity securities 57,171 — — 57,171 Corporate bonds — 19,830 — 19,830 Total assets at fair value $ 122,947 $ 19,830 $ — $ 142,777 Liabilities Derivative instruments $ — $ 5,289 $ — $ 5,289 Total liabilities at fair value $ — $ 5,289 $ — $ 5,289 December 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1 Significant Other Observable Inputs (Level 2 Significant Unobservable Inputs (Level 3 Total Assets: U.S. treasury securities $ 54,966 $ — $ — $ 54,966 Equity securities 62,977 — — 62,977 Corporate bonds — 19,697 — 19,697 Total assets at fair value $ 117,943 $ 19,697 $ — $ 137,640 Liabilities Derivative instruments $ — $ 7,930 $ — $ 7,930 Total liabilities at fair value $ — $ 7,930 $ — $ 7,930 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Immersion Corporation [Member] | |
Lessee, Lease, Description [Line Items] | |
Schedule of additional information related to operating leases | The following table summarizes additional information related to Immersion’s operating leases: June 30, 2024 2023 Weighted average remaining lease terms (in years) 1.80 0.70 Weighted average discount rate 4.7 % N/A |
Barnes and Noble Education, Inc. [Member] | |
Lessee, Lease, Description [Line Items] | |
Schedule of additional information related to operating leases | The following table summarizes additional information related to Barnes & Noble Education’s operating leases: June 30, 2024 Weighted average remaining lease terms (in years) 5.0 Weighted average discount rate 10.4% |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of intangible assets excluding goodwill | The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Condensed Consolidated Balance Sheets as of June 30, 2024 (in thousands): As of June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Trade name $ 45,000 $ — $ 45,000 Infinite Customer relationships 50,000 (214 ) 49,786 13 Total $ 95,000 $ (214 ) $ 94,786 |
Schedule of Estimated amortization expense of the intangible assets to be recognized | Estimated amortization expense of the intangible assets to be recognized by the Company are as follows (in thousands): Year ended December 31, Remainder of 2024 $ 1,923 2025 3,846 2026 3,846 2027 3,846 Thereafter 36,325 Total $ 49,786 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
DEBT | |
Schedule of interest expense | Maturity Date As of June 30, 2024 Total debt - Barnes & Noble credit facility June 9, 2028 $ 186,644 Balance sheet classification: Short-term borrowings $ — Long-term borrowings 186,644 Total debt $ 186,644 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of equity incentive program | A summary of our equity incentive program as of June 30, 2024 is as follows (in thousands): Common stock shares available for grant 3,541 RSUs outstanding 1,130 RSAs outstanding 86 PSUs outstanding 400 |
Summary of restricted stock units activities | The following summarizes RSU activities for the six months ended June 30, 2024 Number of Restricted Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,128 $ 6.57 1.05 $ 7,964 Granted 274 6.85 Released (272 ) 6.14 Forfeited — — Outstanding at June 30, 2024 1,130 $ 6.52 0.95 $ 10,635 |
Summary of restricted stock awards activities | The following summarizes RSA activities for the six months ended June 30, 2024 Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2023 75 $ 8.31 0.24 Granted 86 7.25 Released (75 ) 8.31 Forfeited — — Outstanding at June 30, 2024 86 $ 7.25 — |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | The following summarizes PSU activities for the six months ended June 30, 2024 Number of Market Condition-Based Performance Stock Units (in thousands) Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Outstanding at December 31, 2023 400 $ 3.63 0.00 Granted — — Released — — Forfeited — — Outstanding at June 30, 2024 400 $ 3.63 0.38 |
Summary of stock-based compensation expenses | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ — $ 16 $ (2 ) $ (40 ) RSUs, RSAs and PSUs 1,192 744 2,270 1,747 Total $ 1,192 $ 760 $ 2,268 $ 1,707 |
Barnes & Noble Education, Inc. | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation equity awards | Barnes & Noble Education Shares Assumed Stock options 25,191 Restricted stock award 4,853 Restricted stock unit 1,518 Total equity awards assumed 31,562 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES | |
Schedule of income tax provisions | Provision for income taxes for the three and six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income before provision for income taxes $ 29,114 $ 9,872 $ 53,834 $ 19,657 Provision for income taxes (8,178 ) (2,844) (14,243) (4,351) Effective tax rate 28.1 % 28.8 % 26.5 % 22.1 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
EARNINGS PER SHARE | |
Schedule of reconciliation used in computing basic and diluted net income per share | The following is a reconciliation of the denominators used in computing basic and diluted net income per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income attributable to Immersion stockholders $ 28,945 $ 7,028 $ 47,600 $ 15,306 Denominator: Weighted-average shares outstanding, basic 31,879 32,583 31,784 32,474 Shares related to outstanding options, unvested RSUs, RSAs, and PSUs 646 227 623 365 Weighted average shares outstanding, diluted 32,525 32,810 32,407 32,839 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and six months ended June 30, 2024 and 2023, we had stock options, RSUs, PSUs and RSAs outstanding that could potentially dilute basic earnings per share in the future, but these were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. These outstanding securities consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ — $ 136 $ — $ 138 RSUs, RSAs and PSUs — 10 — 5 Total — 146 — 143 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) Number | Jun. 10, 2024 USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Number of operating segments | Number | 2 | |
Number of common class methods using earning per share (“EPS”) | Number | 2 | |
Number of reportable segments | Number | 2 | |
Barnes & Noble Education, Inc. | ||
SIGNIFICANT ACCOUNTING POLICIES | ||
Merchandise inventories | $ 336,741 | |
Textbook rental inventories | $ 9,835 | |
Restricted cash | $ 14,600 | |
Revenue, Description of Payment Terms | payment terms are generally 30 days and do not extend beyond one year. | |
Barnes & Noble Education, Inc. | Minimum | ||
SIGNIFICANT ACCOUNTING POLICIES | ||
Lessee, Operating Lease, Term of Contract | 12 months | |
Barnes & Noble Education, Inc. | Maximum | ||
SIGNIFICANT ACCOUNTING POLICIES | ||
Rental periods duration | 1 year | |
Barnes & Noble Education, Inc. | Prepaid Expenses and Other Current Assets [Member] | ||
SIGNIFICANT ACCOUNTING POLICIES | ||
Restricted cash | $ 13,600 | |
Barnes & Noble Education, Inc. | Other Noncurrent Assets [Member] | ||
SIGNIFICANT ACCOUNTING POLICIES | ||
Restricted cash | $ 1,000 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of purchase price allocation (Details) - USD ($) $ in Thousands | Jun. 10, 2024 | Jun. 30, 2024 |
Assets acquired | ||
Deferred tax assets - noncurrent | $ 700 | |
Liabilities assumed | ||
Deferred tax liabilities - noncurrent | $ 1,300 | |
Restricted cash included in prepaid expenses and other current assets | $ 4,800 | |
Restricted cash included in other noncurrent assets | 1,000 | |
Barnes & Noble Education, Inc. | ||
Assets acquired | ||
Cash and cash equivalents | 14,736 | |
Accounts receivable, net | 113,743 | |
Merchandise inventories | 336,741 | |
Textbook rental inventories | 9,835 | |
Prepaid expenses and other current assets (including $4.8 million in restricted cash) | 26,969 | |
Property and equipment, net | 118,818 | |
Operating lease right-of-use assets | 155,664 | |
Intangible assets, net | 95,000 | |
Other assets noncurrent (including $1.0 million in restricted cash) | 11,634 | |
Total assets acquired | 883,140 | |
Liabilities assumed | ||
Accounts payable | 279,456 | |
Accrued liabilities | 51,123 | |
Deferred revenue - current | 7,651 | |
Operating lease liabilities - current | 80,263 | |
Deferred tax liabilities - noncurrent | 636 | |
Operating lease liabilities - noncurrent | 107,400 | |
Deferred revenue - noncurrent | 3,393 | |
Other long-term liabilities | 12,413 | |
Long-term borrowings | 101,235 | |
Total liabilities assumed | 643,570 | |
Net assets acquired | 239,570 | |
Total consideration transferred | 50,133 | |
Less: Net assets acquired | (239,570) | |
Plus: noncontrolling interest | 203,657 | |
Goodwill | $ 14,220 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule of identifiable intangible assets acquired (Details) $ in Thousands | Jun. 10, 2024 USD ($) |
Customer relationships | |
BUSINESS COMBINATION | |
Estimated Life, Finite-lived intangible assets acquired | 13 years |
Barnes & Noble Education, Inc. | |
BUSINESS COMBINATION | |
Total intangible assets acquired | $ 95,000 |
Barnes & Noble Education, Inc. | Customer relationships | |
BUSINESS COMBINATION | |
Finite-lived intangible assets acquired | 50,000 |
Barnes & Noble Education, Inc. | Trade name | |
BUSINESS COMBINATION | |
Indefinite intangible assets acquired | $ 45,000 |
BUSINESS COMBINATION - Schedu_3
BUSINESS COMBINATION - Schedule of pro forma condensed combined financial information (Details) - Barnes & Noble Education, Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
BUSINESS COMBINATION | ||||
Revenues | $ 288,325 | $ 221,171 | $ 788,845 | $ 667,299 |
Net income (loss) | $ 19,433 | $ (35,189) | $ 36,830 | $ (48,975) |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 10, 2024 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Number $ / shares shares | Jun. 30, 2023 USD ($) | |
BUSINESS COMBINATION | |||||
Deferred tax assets | $ 700,000 | $ 700,000 | |||
Deferred tax liability | $ 1,300,000 | $ 1,300,000 | |||
Barnes and Noble Education, Inc. [Member] | |||||
BUSINESS COMBINATION | |||||
Description of reverse stock split | 1-for-100 | ||||
Fair value of the noncontrolling interest | $ 203,657,000 | ||||
Acquisition-date fair value (in dollars per share) | $ / shares | $ 13.4 | ||||
Total consideration transferred | $ 50,133,000 | ||||
Deferred tax liability | $ 636,000 | ||||
Barnes and Noble Education, Inc. [Member] | Securities Purchase and Debt Conversion Agreement | |||||
BUSINESS COMBINATION | |||||
Number of existing directors | Number | 2 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 42% | 42% | |||
Number of Directors appointed in board | Number | 5 | ||||
Total consideration transferred | $ 50,100,000 | ||||
Cash consideration paid | 52,200,000 | ||||
Business Acquisition, Transaction costs incurred | $ 2,100,000 | 2,100,000 | |||
Business Acquisition, Acquisition related costs incurred | 1,200,000 | ||||
Net operating revenue | 47,000,000 | 47,000,000 | |||
Net loss | 14,100,000 | 14,100,000 | |||
Business Acquisition, Direct and incremental acquisition-related expenses excluded from pro forma net loss | 1,200,000 | 1,200,000 | |||
One-time severance payment excluded from pro forma net loss | $ 1,500,000 | $ 1,500,000 | |||
Business Acquisition, Direct and incremental acquisition-related expenses included in the pro forma net loss | $ 1,200,000 | $ 1,200,000 | |||
One-time severance payment included in the pro forma net loss | $ 1,500,000 | $ 1,500,000 | |||
Percentage of discounted cash flows used to estimate the fair value of the intangible assets acquired | 21% | 21% | |||
Barnes and Noble Education, Inc. [Member] | Securities Purchase and Debt Conversion Agreement | Rights Offering | |||||
BUSINESS COMBINATION | |||||
Number of common shares authorized to be purchased to existing stock holders upon non-transferable subscription rights | shares | 9,000,000 | 9,000,000 | |||
Acquisition-date fair value (in dollars per share) | $ / shares | $ 5 | $ 5 | |||
Payments to Acquire Businesses, Gross | $ 45,000,000 | ||||
Business Acquisition, Transaction Costs | $ 2,450,000 | 2,450,000 | |||
Gross proceeds from issuance of common stock by acquiree | 95,000,000 | ||||
Repayment of debt by acquiree | 80,700,000 | ||||
Barnes and Noble Education, Inc. [Member] | Securities Purchase and Debt Conversion Agreement | Toro 18 Holdings LLC | Rights Offering | |||||
BUSINESS COMBINATION | |||||
Payments to Acquire Businesses, Gross | $ 45,000,000 | ||||
Number of shares issued by acquiree | shares | 9,000,000 | ||||
Business Acquisition, Transaction Costs | $ 2,450,000 | $ 2,450,000 | |||
Barnes and Noble Education, Inc. [Member] | Securities Purchase and Debt Conversion Agreement | Backstop Commitment | Toro 18 Holdings LLC | Rights Offering | |||||
BUSINESS COMBINATION | |||||
Payments to Acquire Businesses, Gross | $ 10,033,507 | ||||
Number of shares issued by acquiree | shares | 2,006,701 |
SEGMENT REPORTING - Summay of f
SEGMENT REPORTING - Summay of financial information for reportable segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 99,424 | $ 6,983 | $ 143,271 | $ 14,057 |
Total operating expenses | 33,212 | 3,870 | 60,445 | 7,685 |
Operating income | 25,406 | 3,113 | 42,020 | 6,372 |
Immersion | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 52,403 | 6,983 | 96,250 | 14,057 |
Total operating expenses | 14,175 | 3,870 | 41,408 | 7,685 |
Operating income | 38,228 | 3,113 | 54,842 | 6,372 |
Barnes & Noble Education | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 47,021 | 0 | 47,021 | 0 |
Total cost of sales (excludes depreciation and amortization expense) | 40,806 | 0 | 40,806 | 0 |
Total operating expenses | 19,037 | 0 | 19,037 | 0 |
Operating income | $ (12,822) | $ 0 | $ (12,822) | $ 0 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 Number | |
SEGMENT REPORTING | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 99,424 | $ 6,983 | $ 143,271 | $ 14,057 |
Immersion Corporation [Member] | Total royalty and license revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 52,403 | 6,983 | 96,250 | 14,057 |
Immersion Corporation [Member] | Fixed fee license revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,779 | 1,254 | 87,507 | 2,404 |
Immersion Corporation [Member] | Per-unit royalty revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 3,624 | $ 5,729 | $ 8,743 | $ 11,653 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - Immersion Corporation [Member] - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue - current | $ 12,082 | $ 4,239 | |
Contract assets - current | 2,800 | 7,700 | |
Contract assets - long-term | 33,700 | $ 100 | |
Increase (decrease) in contract with customer, asset | 28,300 | ||
Per-unit royalty revenue | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Royalty revenue, adjustment | $ 0 | $ 300 |
REVENUE RECOGNITION - Disaggr_2
REVENUE RECOGNITION - Disaggregated revenue (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 99,424 | $ 6,983 | $ 143,271 | $ 14,057 | |
Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 47,021 | 47,021 | 0 | 47,021 | 0 |
Product and other | Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 45,073 | 45,073 | 0 | 45,073 | 0 |
Course material sale | Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 26,814 | ||||
General merchandise sale | Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 16,008 | ||||
Services and other revenue | Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 2,251 | ||||
Course material rental income | Barnes & Noble Education, Inc. | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 1,948 | $ 1,948 | $ 0 | $ 1,948 | $ 0 |
REVENUE RECOGNITION - Deferred
REVENUE RECOGNITION - Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Immersion Corporation [Member] | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred revenue as of the acquisition date | $ 12,629 |
Additions to deferred revenue during the period | 10,526 |
Reductions to deferred revenue for revenue recognized during the period | (2,408) |
Deferred revenue balance at the end of period: | 20,747 |
Balance Sheet classification: | |
Deferred revenue balance at the end of period: | 20,747 |
Barnes and Noble Education, Inc. [Member] | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred revenue as of the acquisition date | 11,044 |
Additions to deferred revenue during the period | 2,943 |
Reductions to deferred revenue for revenue recognized during the period | (2,435) |
Deferred revenue balance at the end of period: | 11,552 |
Balance Sheet classification: | |
Deferred revenue balance at the end of period: | $ 11,552 |
REVENUE RECOGNITION - Performan
REVENUE RECOGNITION - Performance Obligation (Details) - Performance Obligation B - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue, revenue recognized | $ 2.3 | ||
Deferred revenue | $ 17.4 | ||
Fixed fee license revenue | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | $ 20.7 | ||
Fixed fee license revenue | One to three years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | 16.7 | ||
Fixed fee license revenue | More than three years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | $ 4.1 |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, total aggregated loss | $ 400 | $ 200 |
Debt securities, available-for-sale, credit-related impairment loss | 0 | 0 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair value of available-for-sale debt securities in unrealized loss position, Total | 8,700 | 7,100 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair value of available-for-sale debt securities in unrealized loss position, Total | 6,600 | $ 2,700 |
Debt securities, available-for-sale, total aggregated loss | $ 16,000 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Current Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | ||
Marketable securities | $ 57,171 | $ 62,978 |
U.S. treasury securities | 40,443 | 41,313 |
Short-term investments | $ 97,614 | $ 104,291 |
INVESTMENTS AND FAIR VALUE ME_5
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Noncurrent Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | ||
U.S. treasury securities | $ 25,333 | $ 13,653 |
Marketable debt securities | 19,830 | 19,697 |
Investments- noncurrent | $ 45,163 | $ 33,350 |
INVESTMENTS AND FAIR VALUE ME_6
INVESTMENTS AND FAIR VALUE MEASUREMENTS - AMORTIZED COST (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt and Equity Securities, FV-NI | ||
Cost or Amortized Cost | $ 142,923 | $ 132,312 |
Unrealized Gains | 7,492 | 9,675 |
Unrealized Losses | (7,638) | (4,346) |
Fair Value | 142,777 | 137,641 |
Marketable Equity Securities | Equity securities | ||
Debt and Equity Securities, FV-NI | ||
Cost or Amortized Cost | 58,530 | 59,228 |
Unrealized Gains | 5,868 | 7,896 |
Unrealized Losses | (7,227) | (4,146) |
Fair Value | 57,171 | 62,978 |
Marketable Debt Securities | ||
Debt and Equity Securities, FV-NI | ||
Cost or Amortized Cost | 84,393 | 73,084 |
Unrealized Gains | 1,624 | 1,779 |
Unrealized Losses | (411) | (200) |
Fair Value | 85,606 | 74,663 |
Marketable Debt Securities | U.S. treasury securities | ||
Debt and Equity Securities, FV-NI | ||
Cost or Amortized Cost | 64,816 | 53,662 |
Unrealized Gains | 976 | 1,307 |
Unrealized Losses | (16) | (3) |
Fair Value | 65,776 | 54,966 |
Marketable Debt Securities | Corporate bonds | ||
Debt and Equity Securities, FV-NI | ||
Cost or Amortized Cost | 19,577 | 19,422 |
Unrealized Gains | 648 | 472 |
Unrealized Losses | (395) | (197) |
Fair Value | $ 19,830 | $ 19,697 |
INVESTMENTS AND FAIR VALUE ME_7
INVESTMENTS AND FAIR VALUE MEASUREMENTS - AMORTIZED COST AND FAIR VALUE BY MATURITY (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Amortized Cost | |
Less than 1 year | $ 41,622 |
1 to 5 years | 42,771 |
Total | 84,393 |
Fair Value | |
Less than 1 year | 40,443 |
1 to 5 years | 45,163 |
Debt securities, fair value | $ 85,606 |
INVESTMENTS AND FAIR VALUE ME_8
INVESTMENTS AND FAIR VALUE MEASUREMENTS - DERIVATIVE INSTRUMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | ||
Total financial liability, cost | $ 6,131 | $ 8,797 |
Unrealized Losses | (842) | (867) |
Total liabilities at fair value | $ 5,289 | $ 7,930 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Exchange Traded Options [Member] | ||
INVESTMENTS AND FAIR VALUE MEASUREMENTS | ||
Cost | $ 6,131 | $ 8,797 |
Unrealized Losses | (842) | (867) |
Derivative instruments | $ 5,289 | $ 7,930 |
INVESTMENTS AND FAIR VALUE ME_9
INVESTMENTS AND FAIR VALUE MEASUREMENTS - REALIZED AND UNREALIZED GAINS AND LOSSES EQUITY AND DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | ||||
Net unrealized gains (losses) recognized on marketable equity securities | $ (2,453) | $ (1,255) | $ (5,108) | $ 759 |
Net realized gains (losses) recognized on marketable equity securities | 3,703 | 4,561 | 9,182 | 6,230 |
Net unrealized gains (losses) recognized on derivative instruments | (2,844) | (91) | (26) | (194) |
Net realized gains recognized on derivative instruments | 3,327 | 1,520 | 2,893 | 2,237 |
Net realized gains recognized on marketable debt securities | 473 | 217 | 555 | 217 |
Total net gains (losses) recognized in interest and other income (loss), net | $ 2,206 | $ 4,952 | $ 7,496 | $ 9,249 |
INVESTMENTS AND FAIR VALUE M_10
INVESTMENTS AND FAIR VALUE MEASUREMENTS - FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Derivative instruments | $ 5,289 | $ 7,930 |
Fair value, measurements, recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
U.S. treasury securities | 65,776 | 54,966 |
Equity securities | 57,171 | 62,977 |
Corporate bonds | 19,830 | 19,697 |
Total assets at fair value | 142,777 | 137,640 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative instruments | 5,289 | 7,930 |
Total liabilities at fair value | 5,289 | 7,930 |
Fair value, measurements, recurring | Fair Value, Inputs, Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
U.S. treasury securities | 65,776 | 54,966 |
Equity securities | 57,171 | 62,977 |
Corporate bonds | 0 | 0 |
Total assets at fair value | 122,947 | 117,943 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative instruments | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair value, measurements, recurring | Fair Value, Inputs, Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
U.S. treasury securities | 0 | 0 |
Equity securities | 0 | 0 |
Corporate bonds | 19,830 | 19,697 |
Total assets at fair value | 19,830 | 19,697 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative instruments | 5,289 | 7,930 |
Total liabilities at fair value | 5,289 | 7,930 |
Fair value, measurements, recurring | Fair Value, Inputs, Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
U.S. treasury securities | 0 | 0 |
Equity securities | 0 | 0 |
Corporate bonds | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative instruments | 0 | 0 |
Total liabilities at fair value | $ 0 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | Jun. 10, 2024 USD ($) |
Barnes and Noble Education, Inc. [Member] | |
Lessee, Lease, Description [Line Items] | |
Unfavorable lease liabilities | $ 32 |
LEASES - Schedule of Additional
LEASES - Schedule of Additional Information Related to Operating Leases (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Immersion Corporation [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease terms (in years) | 1 year 9 months 18 days | 8 months 12 days |
Weighted average discount rate | 4.70% | |
Barnes and Noble Education, Inc. [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease terms (in years) | 5 years | |
Weighted average discount rate | 10.40% |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets excluding goodwill (Details) - Barnes & Noble Education, Inc. - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets and Goodwill [Line Items] | ||
Intangible Assets, Gross Carrying Amount | $ 95,000 | |
Intangible Assets, Accumulated Amortization | (214) | |
Intangible Assets, Net Carrying Amount | $ 94,786 | $ 0 |
Intangible Assets, Weighted-average remaining life (Years) | 13 years | |
Customer relationships | ||
Schedule of Intangible Assets and Goodwill [Line Items] | ||
Intangible Assets, Gross Carrying Amount | $ 50,000 | |
Intangible Assets, Accumulated Amortization | (214) | |
Intangible Assets, Net Carrying Amount | 49,786 | |
Trade name | ||
Schedule of Intangible Assets and Goodwill [Line Items] | ||
Intangible Assets, Gross Carrying Amount | 45,000 | |
Intangible Assets, Accumulated Amortization | 0 | |
Intangible Assets, Net Carrying Amount | $ 45,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated amortization expense of the intangible assets to be recognized (Details) - Barnes & Noble Education, Inc. - Customer relationships $ in Thousands | Jun. 30, 2024 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2024 | $ 1,923 |
2025 | 3,846 |
2026 | 3,846 |
2027 | 3,846 |
Thereafter | 36,325 |
Total | $ 49,786 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - Barnes & Noble Education, Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 10, 2024 | Dec. 31, 2023 | |
Schedule of Intangible Assets and Goodwill [Line Items] | ||||
Goodwill | $ 14,220 | $ 14,220 | $ 14,200 | $ 0 |
Customer relationships | ||||
Schedule of Intangible Assets and Goodwill [Line Items] | ||||
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |||
Amortization expense | $ 300 | $ 300 |
DEBT - Summary of outstanding b
DEBT - Summary of outstanding borrowing (Details) - Barnes & Noble Education, Inc. - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Balance sheet classification: | ||
Long-term borrowings | $ 186,644 | $ 0 |
Asset-backed revolving credit facility | ||
DEBT | ||
Debt instrument, Maturity Date | Jun. 09, 2028 | |
Balance sheet classification: | ||
Short-term borrowings | $ 0 | |
Long-term borrowings | 186,644 | |
Total debt | $ 186,644 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Barnes & Noble Education, Inc. - Asset-backed revolving credit facility - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 29, 2024 | |
DEBT | |||
Debt instrument, Term | 4 years | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 325,000,000 | $ 325,000,000 | |
Debt instrument, Maturity Date | Jun. 09, 2028 | ||
Consecutive period after the first year anniversary of the Closing Date, for financial metrics to be achieved | 6 months | ||
Percentage of spreads reducement, after financial metrics achievement | 0.25% | ||
Period after the Closing Date, for financial metrics start period upon covenant terms | 6 months | ||
Requirement of minimum Consolidated Fixed Charge Coverage Ratio | 1.10 to 1.00 | ||
Trailing period of test for maintenance of minimum Consolidated Fixed Charge Coverage Ratio | 12 months | ||
Trailing period for the first test date for maintenance of minimum Consolidated EBITDA | 6 months | ||
Trailing period for the second test date for maintenance of minimum Consolidated EBITDA | 9 months | ||
Trailing period for the third test date for maintenance of minimum Consolidated EBITDA | 12 months | ||
Line of Credit Facility, Commitment Fee Percentage | 1% | ||
Line of Credit Facility, Percentage of Commitment Fee amount payable at third quarter | 50% | ||
Line of Credit Facility, Percentage of Commitment Fee amount payable at second quarter of next fiscal year | 50% | ||
Line of Credit Facility, Covenant Compliance | Restated ABL Facility</span>." id="sjs-C18">As of June 30, 2024, and through the date of this filing, Barnes & Noble Education was in compliance with all debt covenants under the <span style="color: #000000; font-family: 'times new roman', times; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: left; text-indent: 24px; text-transform: none; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; white-space: normal; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important; line-height: inherit;">Restated ABL Facility</span>. | ||
Proceeds from Lines of Credit | 101,500,000 | ||
Repayments of Lines of Credit | 16,100,000 | ||
Outstanding borrowings | $ 186,600,000 | $ 186,600,000 | |
Letter of Credit [Member] | |||
DEBT | |||
Debt Instrument, Face Amount | $ 3,600,000 | ||
Secured Overnight Financing Rate (“SOFR”) | |||
DEBT | |||
Debt Instrument, Description of Variable Rate Basis | Secured Overnight Financing Rate (“SOFR”) | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | |
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||
Minimum Availability amount to be maintained | $ 25,000 | ||
Period after the Closing Date, for Minimum Availability amount to be maintained | 30 months | ||
Base Rate | |||
DEBT | |||
Debt Instrument, Description of Variable Rate Basis | alternate base rate | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | |
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
Minimum Availability amount to be maintained | $ 30,000 | ||
Period after the Closing Date, for Minimum Availability amount to be maintained | 30 months |
BALANCE SHEET DETAILS - Cash an
BALANCE SHEET DETAILS - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 35,787 | $ 25,820 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Equity Incentive Program (Details) - Immersion - shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares available for grant (in shares) | 3,541 | |
RSUs outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incentive shares outstanding (in shares) | 1,130 | 1,128 |
RSAs outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incentive shares outstanding (in shares) | 86 | 75 |
PSUs outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incentive shares outstanding (in shares) | 400 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Restricted Stock Units and Restricted Stock Awards (Details) - Immersion - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
RSUs outstanding | ||
Number of Restricted Stock Units / Awards | ||
Beginning outstanding balance (in shares) | 1,128 | |
Granted (in shares) | 274 | |
Released (in shares) | (272) | |
Forfeited (in shares) | 0 | |
Ending outstanding balance (in shares) | 1,130 | 1,128 |
Weighted Average Grant Date Fair Value | ||
Beginning outstanding balance (in dollars per share) | $ 6.57 | |
Granted (in dollars per share) | 6.85 | |
Released (in dollars per share) | 6.14 | |
Forfeited (in dollars per share) | 0 | |
Ending outstanding balance (in dollars per share) | $ 6.52 | $ 6.57 |
Share-based Compensation Arrangement by Share-based Payment Award, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life / recognition period, outstanding | 11 months 12 days | 1 year 18 days |
Aggregate intrinsic value, outstanding | $ 10,635 | $ 7,964 |
RSAs outstanding | ||
Number of Restricted Stock Units / Awards | ||
Beginning outstanding balance (in shares) | 75 | |
Granted (in shares) | 86 | |
Released (in shares) | (75) | |
Forfeited (in shares) | 0 | |
Ending outstanding balance (in shares) | 86 | 75 |
Weighted Average Grant Date Fair Value | ||
Beginning outstanding balance (in dollars per share) | $ 8.31 | |
Granted (in dollars per share) | 7.25 | |
Released (in dollars per share) | 8.31 | |
Forfeited (in dollars per share) | 0 | |
Ending outstanding balance (in dollars per share) | $ 7.25 | $ 8.31 |
Share-based Compensation Arrangement by Share-based Payment Award, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life / recognition period, outstanding | 0 years | 2 months 26 days |
STOCK-BASED COMPENSATION - PSU
STOCK-BASED COMPENSATION - PSU Activity (Details) - Immersion - Performance Shares - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning outstanding balance (in shares) | 400 | |
Granted (in shares) | 0 | |
Released (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending outstanding balance (in shares) | 400 | 400 |
Weighted Average Grant Date Fair Value | ||
Beginning outstanding balance (in dollars per share) | $ 3.63 | |
Granted (in dollars per share) | 0 | |
Released (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending outstanding balance (in dollars per share) | $ 3.63 | $ 3.63 |
Share-based Compensation Arrangement by Share-based Payment Award, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life / recognition period, outstanding | 4 months 17 days | 0 years |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation, total | $ 2,268 | $ 1,707 | ||
Immersion | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation, total | $ 1,192 | $ 760 | 2,268 | 1,707 |
Immersion | Stock options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation, total | 0 | 16 | (2) | (40) |
Immersion | RSUs, RSAs and PSUs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation, total | $ 1,192 | $ 744 | $ 2,270 | $ 1,747 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Stock-based Compensation Equity Awards (Details) - Barnes & Noble Education, Inc. - Barnes and Noble Education Equity Incentive Plan shares in Thousands | Jun. 10, 2024 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total equity awards assumed | 31,562 |
Stock options | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total equity awards assumed | 25,191 |
Restricted stock award | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total equity awards assumed | 4,853 |
Restricted stock unit | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total equity awards assumed | 1,518 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands | 6 Months Ended | |||
Jun. 19, 2024 shares | Mar. 30, 2023 shares | Jan. 18, 2022 shares | Jun. 30, 2024 USD ($) shares | |
Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of available shares consumed for each restricted stock and restricted stock units issued | 1.75 | |||
Unrecognized compensation cost | $ | $ 4,300 | |||
Unrecognized compensation cost, recognized over an estimated weighted-average period | 1 year 6 months | |||
Barnes and Noble Education Equity Incentive Plan | Barnes and Noble Education, Inc. [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of equity award assumed | $ | $ 33,000 | |||
Employee Stock Option | Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based payment award vesting period | 4 years | |||
Employee Stock Option | 2021 Plan | Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 8,146,607 | 3,525,119 | ||
Increase in number of common shares reserved for issuance (in shares) | 855,351 | 855,351 | ||
Employee Stock Option | Minimum | Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based payment award expiration period | 7 years | |||
RSAs outstanding | Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based payment award vesting period | 1 year | |||
Number of equity award granted (in shares) | 86,000 | |||
RSUs outstanding | Immersion Corporation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based payment award vesting period | 3 years | |||
Number of equity award granted (in shares) | 274,000 | |||
RSUs outstanding | Barnes and Noble Education, Inc. [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based payment award vesting period | 1 year | |||
RSUs outstanding | Barnes and Noble Education, Inc. [Member] | Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity award granted (in shares) | 37,205 |
EMPLOYEE BENEFIT PLAN - Narrati
EMPLOYEE BENEFIT PLAN - Narrative (Detail) $ in Thousands | 1 Months Ended |
Jun. 30, 2024 USD ($) | |
Barnes & Noble Education, Inc. | |
Defined Benefit Plan Disclosure [Line Items] | |
Employee benefit expenses | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||||||
Aug. 12, 2024 | May 08, 2024 | Feb. 28, 2024 | Nov. 13, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 29, 2022 | |
Class of Stock [Line Items] | ||||||||
Treasury stock, common (in shares) | 16,192,492 | 16,107,296 | ||||||
Dividends paid | $ 3 | $ 5.4 | ||||||
O 2023 Q3 Dividends [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 0.045 | |||||||
Dividends payable, Date to be Paid | Jan. 25, 2024 | |||||||
Dividends payable, Date of record | Jan. 14, 2024 | |||||||
O 2023 Q4 Dividends [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 0.045 | |||||||
Dividends payable, Date to be Paid | Apr. 19, 2024 | |||||||
Dividends payable, Date of record | Apr. 12, 2024 | |||||||
O 2024 Q1 Dividends [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends payable (in dollars per share) | $ 0.045 | |||||||
Dividends payable, Date to be Paid | Jul. 26, 2024 | |||||||
Dividends payable, Date of record | Jul. 08, 2024 | |||||||
Subsequent Event | O 2024 Q2 Dividends [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends payable (in dollars per share) | $ 0.045 | |||||||
Dividends payable, Date to be Paid | Oct. 18, 2024 | |||||||
Dividends payable, Date of record | Oct. 04, 2024 | |||||||
Common Stock | Stock Repurchase Program | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 50 | |||||||
Common Stock | December 2022 Stock Repurchase Program | ||||||||
Class of Stock [Line Items] | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 41.7 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Line Items] | ||||
Income before provision for income taxes | $ 29,114 | $ 9,872 | $ 53,834 | $ 19,657 |
Provision for income taxes | (8,178) | (2,844) | (14,243) | (4,351) |
Immersion Corporation [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income before provision for income taxes | 29,114 | 9,872 | 53,834 | 19,657 |
Provision for income taxes | $ (8,178) | $ (2,844) | $ (14,243) | $ (4,351) |
Effective tax rate | 28.10% | 28.80% | 26.50% | 22.10% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | |||||
Provision for income taxes | $ 8,178,000 | $ 2,844,000 | $ 14,243,000 | $ 4,351,000 | |
Net income (loss) before provision for income taxes | 29,114,000 | 9,872,000 | 53,834,000 | 19,657,000 | |
Immersion | |||||
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefits | $ 7,600,000 | 7,600,000 | 7,600,000 | ||
Unrecognized tax benefits, interest on income taxes accrued | 300,000 | 300,000 | 300,000 | ||
Amount of unrecognized tax benefits that would affect effective tax rate, if recognized | 4,900,000 | 4,900,000 | 4,900,000 | ||
Deferred Tax Assets, Net | 3,300,000 | 3,300,000 | 3,300,000 | ||
Deferred Tax Liabilities, Gross | 0 | 0 | 0 | ||
Provision for income taxes | 8,178,000 | 2,844,000 | 14,243,000 | 4,351,000 | |
Net income (loss) before provision for income taxes | $ 29,114,000 | $ 9,872,000 | $ 53,834,000 | $ 19,657,000 | |
Effective income tax rate | (28.10%) | (28.80%) | (26.50%) | (22.10%) | |
Barnes & Noble Education, Inc. | |||||
Income Tax Contingency [Line Items] | |||||
Provision for income taxes | $ 100,000 | ||||
Effective income tax rate | (0.10%) | ||||
Federal | Barnes & Noble Education, Inc. | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 265,500 | $ 265,500 | $ 265,500 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation used in Computing Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income attributable to Immersion stockholders | $ 28,945 | $ 7,028 | $ 47,600 | $ 15,306 |
Denominator: | ||||
Weighted-average shares outstanding, basic | 31,879 | 32,583 | 31,784 | 32,474 |
Shares related to outstanding options, unvested RSUs, RSAs, and PSUs | 646 | 227 | 623 | 365 |
Weighted average shares outstanding, diluted | 32,525 | 32,810 | 32,407 | 32,839 |
EARNINGS PER SHARE - Outstandin
EARNINGS PER SHARE - Outstanding Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from the computation of diluted net income per share (in shares) | 0 | 146 | 0 | 143 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from the computation of diluted net income per share (in shares) | 0 | 136 | 0 | 138 |
RSUs, RSAs and PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from the computation of diluted net income per share (in shares) | 0 | 10 | 0 | 5 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 Number | |
EARNINGS PER SHARE | |
Number of common class methods using earning per share (“EPS”) | 2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - LGE $ in Millions | 3 Months Ended | |||||
Jun. 02, 2023 USD ($) | Jun. 02, 2023 KRW (₩) | Apr. 08, 2020 USD ($) | Apr. 08, 2020 KRW (₩) | Dec. 31, 2021 USD ($) | Jun. 30, 2024 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Loss contingency, accrued withholding taxes, interest and penalties | $ 0.3 | |||||
Withholding taxes on royalty payments | Pending Litigation | Korean tax authority [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Impairment of long-term deposits | $ 0.8 | |||||
Long-term deposits | $ 2.3 | ₩ 3,024,877,044 | $ 5 | ₩ 5,916,845,454 |
SUPPLEMENTARY INFORMATION - Nar
SUPPLEMENTARY INFORMATION - Narrative (Details) - Barnes & Noble Education, Inc. - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Supplementary Information Disclosures [Line Items] | |||||
Restructuring and other charges | $ 2,400 | $ 2,378 | $ 0 | $ 2,378 | $ 0 |
Severance Costs | 2,000 | ||||
Legal and advisory professional services costs | $ 400 |