What changed in this filing

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Item 1. Financial Statements

2025-03-12 compared with 2024-12-16 · 325 added, 280 removed, 846 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except for share and per share data)

October 31, 2024

January 31, 2025

April 30, 2024

23 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

October 31, 2024

(In thousands, except for share and per share data)

January 31, 2025

April 30, 2024

14 unchanged sentences

Barnes & Noble Education

Deferred tax liabilities, net

Operating lease liabilities – noncurrent

7 unchanged sentences

100,000,000 shares authorized;

48,685,577 and 32,275,705 shares issued and outstanding at October 31, 2024, respectively;

49,020,309 and 32,396,432 shares issued and outstanding at January 31, 2025 , respectively;

48,047,329 and 31,854,837 shares issued and outstanding at April 30, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Accumulated earnings (deficit)

9 unchanged sentences

(In thousands, except per share amounts)

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Royalty and license

15 unchanged sentences

Operating income (loss)

Interest and other income, net

Interest and other income (expense), net

Interest expense

3 unchanged sentences

Net income (loss) attributable to noncontrolling interest

Net income attributable to Immersion stockholders

Net income (loss) attributable to Immersion stockholders

Earnings per common share attributable to Immersion stockholders

4 unchanged sentences

(In thousands)

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Net income (loss)

2 unchanged sentences

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income attributable to Immersion stockholders

Comprehensive income (loss) attributable to Immersion stockholders

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except number of shares)

Three Months Ended October 31, 2024

Three Months Ended January 31, 2025

Accumulated Other Comprehensive Income (Loss)

Accumulated Earnings

Accumulated Earnings (Deficit)

Treasury Stock

3 unchanged sentences

Additional Paid In Capital

Ba lances at July 31, 2024

Unrealized loss on available-for-sale securities, net of taxes

Balances at October 31, 2024

Net income (loss)

Unrealized gain (loss) on available-for-sale securities, net of taxes

Sale of Barnes & Noble Education's common stock, net of commissions

2 unchanged sentences

Dividends declared

Stock repurchases

Rebalancing of controlling and noncontrolling interest

Stock-based compensation

Balances at October 31, 2024

Balances at January 31, 2025

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except number of shares)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit

Accumulated Earnings (Deficit)

Treasury Stock

3 unchanged sentences

Additional Paid In Capital

Balances at March 31, 2023

Unrealized gain on available-for-sale securities, net of taxes

Balances at June 30, 2023

Net income (loss)

Unrealized gain (loss) on available-for-sale securities, net of taxes

Release of restricted stock units and awards, net of shares withheld

4 unchanged sentences

Stock-based compensation

Balances at June 30 , 2023

Balances at September 30, 2023

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except number of shares)

Six Months Ended October 31, 2024

Accumulated Other Comprehensive Income

Nine Months Ended January 31, 2025

Accumulated Other Comprehensive Income (Loss)

Accumulated Earnings (Deficit)

5 unchanged sentences

Balances at April 30, 2024

Unrealized loss on available-for-sale securities, net of taxes

Net income (loss)

Unrealized gain (loss) on available-for-sale securities, net of taxes

Barnes & Noble Education acquisition

3 unchanged sentences

Dividends declared

Stock repurchases

Rebalancing of controlling and noncontrolling interest

Stock-based compensation

Balances at October 31, 2024

Balances at January 31, 2025

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except number of shares)

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Comprehensive

Income (Loss)

Earnings (Deficit)

Treasury Stock

4 unchanged sentences

Balances at December 31, 2022

Unrealized gains on available-for-sale securities, net of taxes

Net income (loss)

Unrealized gain (loss) on available-for-sale securities, net of taxes

Stock repurchases

5 unchanged sentences

Stock-based compensation

Balances at June 30 , 2023

Balances at September 30, 2023

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Six Months Ended

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income to cash flows from operating activities:

Depreciation and amortization

Depreciation and amortization expense

Stock-based compensation

1 unchanged sentence

Deferred income taxes

Net gains on investment in marketable securities

Net gains on derivative instruments

Net (gains) losses on investment in marketable securities

Net (gains) losses on derivative instruments

Shares issued to an employee in lieu of cash compensation

Other noncash

Changes in operating assets and liabilities:

9 unchanged sentences

Other long-term liabilities

Net cash flows (used in) provided by operating activities

Net cash flows provided by (used in) operating activities

Cash flows from investing activities:

2 unchanged sentences

Proceeds from sale of derivative instruments

Acquisition of business net of cash acquired

Payments for settlement of derivative instruments

Acquisition of business net of cash acquired

Purchase of property and equipment

Proceeds from disposal of property and equipment

Net cash flows used in investing activities

Net cash flows provided by (used in) investing activities

Cash flows from financing activities:

3 unchanged sentences

Dividend payments to stockholders

Payment for purchases of treasury stock

Proceeds from stock options exercises

Shares withheld to cover payroll taxes

10 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash for Condensed Consolidated Balance Sheets:

October 31, 2024

June 30, 2023

January 31, 2025

September 30, 2023

Cash and cash equivalents

7 unchanged sentences

IMMERSION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SIGNIFICANT ACCOUNTING POLICIES

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and commercial.

On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc., a Delaware corporation (“Barnes & Noble Education” or “BNED”) refer to Note 2 .

Business Combination for more information.

On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc., a Delaware corporation (“Barnes & Noble Education” or “BNED”).

Please refer to Note 2 .

Business Combination for additional information.

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 institutions across the United States.

Barnes & Noble Education is also a textbook wholesaler and inventory management hardware and software providers.

Barnes & Noble Education operates physical, virtual, and custom bookstores, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment.

Barnes & Noble Education is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K- 12 institutions across the United States.

Barnes & Noble Education is also a textbook wholesaler, and bookstore management hardware and software provider.

Barnes & Noble Education operates physical and virtual bookstores, delivering essential educational content 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 its BNC First Day® affordable textbook access programs, consisting of First Day Complete and First Day, which provide faculty-required course materials to students on or before the first day of class.

Barnes & Noble Education offers its BNC First Day® affordable access course material programs, consisting of First Day Complete and First Day , which provide faculty-required course materials to students on or before the first day of class.

• First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students with both physical and digital materials.

2 unchanged sentences

The Barnes & Noble brand (licensed from Barnes & Noble Education ’ s former parent) along with its subsidiary brands, BNC and MBS , are synonymous with innovation in bookselling and campus retailing in the United States.

BNED's large college footprint, reputation, and credibility in the marketplace not only support its marketing efforts to universities, students, and faculty, but are also important to its relationship with leading educational publishers who rely on us as one of their primary distribution channels.

Barnes & Noble Education ’ s large college footprint, reputation, and credibility in the marketplace not only support its marketing efforts to universities, students, and faculty, but are also important to its relationship with leading educational publishers who rely on us as one of their primary distribution channels.

Principles of Consolidation and Basis of Presentation

1 unchanged sentence

All significant intercompany accounts and transactions have been eliminated in consolidation.

The noncontrolling interest on the unaudited Condensed Consolidated Statements of Operations represents the portion of earnings or loss attributable to the interest in Barnes & Noble Education held by other owners.

The noncontrolling interest on the unaudited Condensed Consolidated Balance Sheets represents the portion of our net assets attributable to the other owners, based on the portion of the interest owned by such owners.

As of October 31, 2024, the noncontrolling interest was $ 171.6 million.

The noncontrolling interest on the Condensed Consolidated Statements of Operations represents the portion of earnings or loss attributable to the interest in Barnes & Noble Education held by other owners.

The noncontrolling interest on the Condensed Consolidated Balance Sheets represents the portion of our net assets attributable to the other owners, based on the portion of the interest owned by such owners.

As of January 31, 2025 , the noncontrolling interest was $ 247.1 million.

At the end of each reporting period, equity related to Barnes & Noble Education that is attributable to Immersion and the other owners is rebalanced to reflect Immersion’s and the other owners’ ownership in Barnes & Noble Education.

5 unchanged sentences

Certain prior year amounts have been reclassified to conform with the current year presentation.

Due to their nonhomogeneous operations, our Condensed Consolidated Balance Sheets as of October 31, 2024 and April 30, 2024 and Condensed Consolidated Statement of Operations for the month ended July 31, 2024 and the three and six months ended October 31, 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.

Due to their nonhomogeneous operations, our Condensed Consolidated Balance Sheets as of January 31, 2025 and April 30, 2024 and Condensed Consolidated Statement of Operations for the three and nine months ended January 31, 2025 , 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 Condensed Consolidated 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

In preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes.

In preparing financial statements in conformity with U.S.

GAAP, we are required to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes.

Actual results could differ from those estimates.

1 unchanged sentence

Immersion previously reported our financial results based on a calendar-year basis.

For interim period reporting, we reported our quarterly financial results as of March 31;

September 30 and December 31 in each calendar year.

For interim period reporting, we reported our quarterly financial results as of March 31, June 30, September 30, and December 31 in each calendar year.

Barnes & Noble Education's fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April.

1 unchanged sentence

As a result of the change in fiscal year end, we filed a Transition Report on Form 10-QT for the transition period from January 1, 2024, through April 30, 2024, on November 8, 2024.

The change in quarterly reporting from the old to the new fiscal year resulted in the one month period ended July 31, 2024 not being covered by a separate report on Form 10-Q.

As this period is not covered in the transition report, it is included in this first initial report on Form 10-Q for the newly adopted fiscal year.

Our new fiscal year begins on May 1 and ends on April 30.

2 unchanged sentences

References throughout this Quarterly Report on Form 10-Q to fiscal 2025 with respect to Immersion refer to the fiscal year ending April 30, 2025.

The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education for the 13 weeks and 26 weeks ended October 26, 2024.

We did not recast the condensed consolidated financial statements for the three and six months ended October 31, 2023 because the financial reporting processes in place at that time included certain procedures that were completed only on a quarterly basis.

The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education for the 13 weeks and 39 weeks ended January 25, 2025.

We did not recast the condensed consolidated financial statements for the three and nine months ended January 31, 2024 because the financial reporting processes in place at that time included certain procedures that were completed only on a quarterly basis.

Consequently, to recast this period would have been impractical and would not have been cost-justified.

Prior to the completion of the Transactions, our business was not highly seasonal and seasonal differences do not generally affect the comparability of prior fiscal quarters.

As a result, the condensed consolidated financial statements for the three and six months ended June 30, 2023, are presented as the most nearly comparable quarter of the prior year.

As a result, the condensed consolidated financial statements for the three and nine months ended September 30, 2023 , are presented as the most comparable periods of the prior year.

Segment Information

26 unchanged sentences

We evaluate the long-lived assets of the reporting units for impairment at the lowest asset group level for which individual cash flows can be identified.

When evaluating long-lived assets for potential impairment, we first compared the carrying amount of the asset group to the estimated future undiscounted cash flows.

When evaluating long-lived assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future undiscounted cash flows.

The impairment loss calculation compares the carrying amount of the assets to the fair value based on estimated discounted future cash flows.

5 unchanged sentences

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.

(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 October 31, 2024 , Barnes & Noble Education had restricted cash of $ 17.3 million, comprised of $ 14.9 million in Prepaid expenses and other current assets in the C ondensed Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 2.4 million in Other assets-noncurrent in the condensed consolidated balance sheet related to amounts held in trust for future distributions related to employee benefit plans.

As of January 31, 2025 , Barnes & Noble Education had restricted cash of $ 7.5 million, comprised of $ 5.2 million in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement, and $ 2.3 million in Other assets - noncurrent in the Condensed Consolidated Balance Sheet related to amounts held in trust for future distributions related to employee benefit plans.

The restricted cash was part of net assets acquired as part of the Transactions (defined below).

3 unchanged sentences

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 October 31, 2024.

Cost is determined primarily by the retail inventory method for Barnes & Noble Education's physical bookstore inventory.

Barnes & Noble Education's fulfillment and trade book inventories are valued using the LIFO method and the related reserve was not material to the recorded amount of the inventories.

There were no LIFO adjustments during the period from June 10, 2024, to January 31, 2025 .

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.

11 unchanged sentences

Barnes & Noble Education recognizes lease expense on a straight-line basis over the lease term for contracts with fixed lease payments, including those with fixed annual minimums, or over a rolling twelve -month period for leases where the annual guarantee resets at the start of each contract year, in order to best reflect the pattern of usage of the underlying leased asset.

Barnes & Noble Education recognizes lease expense related to college and university contracts, inclusive of the amortization of the unfavorable lease terms determined at the acquisition date of June 10, 2024, as cost of sales in the C ondensed Consolidated Statements of Operations and Barnes & Noble Education recognizes lease expense related to its various office spaces as selling and administrative expenses in the Condensed Consolidated Statements of Operations.

Barnes & Noble Education recognizes lease expense related to college and university contracts, inclusive of the amortization of the unfavorable lease terms determined at the acquisition date of June 10, 2024, as cost of sales in the Condensed Consolidated Statements of Operations and Barnes & Noble Education recognizes lease expense related to its various office spaces as selling and administrative expenses in the Condensed Consolidated Statements of Operations.

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.

5 unchanged sentences

Product sales 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 products by its customers for products ordered through websites and virtual bookstores.

Product sales shipped from Barnes & Noble Education's wholesale operations are recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer.

Product sales from Barnes & Noble Education's wholesale operations are recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer.

Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of sales.

Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sale in Barnes & Noble Education's condensed consolidated financial statements.

Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product sales in Barnes & Noble Education's condensed consolidated financial statements.

A software feature is embedded within the content of Barnes & Noble Education's 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 textbooks allow the customer to access digital content for a fixed period of time, once the digital content is delivered to customers, the performance obligation is complete.

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, Barnes & Noble Education's 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 Barnes & Noble Education's condensed consolidated financial statements.

1 unchanged sentence

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.

Barnes & Noble Education 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.

1 unchanged sentence

Given the growth of BNC First Day programs, the timing of cash collection from Barnes & Noble Education's school partners may shift to periods subsequent to when the revenue is recognized.

When a school adopts our BNC First Day affordable textbook access offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in Barnes & Noble Education's third quarter given the timing of the Spring Term and its quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.

When a school adopts the BNC First Day affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in Barnes & Noble Education's third quarter given the timing of the Spring Term and its quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.

Barnes & Noble Education estimates returns based on an analysis of historical experience.

15 unchanged sentences

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.

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;

certain payroll costs;

and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses.

Rent expense is inclusive of the amortization of unfavorable lease terms that was recognized at the Closing Date.

Except as set forth herein, there are no other changes in our significant accounting policies.

Please refer to Note 1 Significant Accounting Policies contained in Part II, Item 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 significant accounting policies.

Please refer to Note 1 .

Significant Accounting Policies contained in Part II, Item 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 significant accounting policies.

Recent Accounting Pronouncements Not Yet Adopted

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Martin, Emily S.

Hoffman, and Elias Nader to serve as members of the board of directors of BNED (the “BNED Board”) following the Closing.

Hoffman, and Elias Nader to serve as members of the board of directors of Barnes & Noble Education (the “BNED Board”) following the Closing.

Singer, Martin and Nader and Ms.

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The total consideration transferred was approximately $ 50.1 million, consisting of $ 52.2 million in cash consideration paid to Barnes & Noble Education less $ 2.1 million in transaction costs incurred by Immersion but reimbursed by Barnes & Noble Education.

For the six months ended October 31, 2024 , Immersion incurred costs related to this acquisition of $ 1.2 million, inclusive of the expenses reimbursed by Barnes & Noble Education, that were expensed as incurred and recorded in general and administrative expenses in the accompanying consolidated statement of operations.

For the n ine months ended January 31, 2025 , Immersion incurred costs related to this acquisition of $ 1.2 million, inclusive of the expenses reimbursed by Barnes & Noble Education, that were expensed as incurred and recorded in general and administrative expenses in the accompanying consolidated statement of operations.

The acquisition aims to expand Immersion's offerings, increase its customer reach, and diversify into the education sector.

1 unchanged sentence

We expect 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 year from the acquisition date.

Measurement period adjustments related to the acquisition will be applied retrospectively to the Closing Date.

Measurement period adjustments were recorded during the quarter ended January 31, 2025.

Refer to Note 7 .

Goodwill and Intangible Assets for additional information.

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 Acquisition Date

The following table presents the preliminary purchase price allocation for the acquisition.

Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date:

(in thousands)

Preliminary Purchase

Price Allocation

Measurement Period

Preliminary Purchase Price

Allocation (As Adjusted)

Assets acquired

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Goodwill is not deductible for tax purposes.

We acquired a deferred tax asset of $ 0.7 million, recorded and a deferred tax liability of $ 1.3 million, recorded under Deferred tax liabilities, net – noncurrent, as part of this business combination, as shown in the accompanying consolidated balance sheet.

Subsequent measurement period adjustments resulted in an increase of $ 0.7 million to our deferred tax asset.

We also used the assistance of a third-party valuation firm to estimate the fair value of the property and equipment, and inventory acquired.

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The acquired entity’s results of operations were included in our condensed consolidated financial statements from the date of acquisition, June 10, 2024, as adjusted for specific fair value adjustments discussed above.

For the month ended July 31, 2024, the three and six months ended October 31, 2024 , Barnes & Noble Education contributed net operating revenue of $ 88.0 million, $ 602.1 million and $ 737.2 million, respectively, which is reflected in the accompanying Condensed Consolidated Statement of Operations .

For the three and nine months ended January 31, 2025 , Barnes & Noble Education contributed net operating revenue of $ 466.3 million and $ 1,203.5 million, respectively, and net income (loss) of $ 6.2 million and $ 29.5 million, respectively, which are both 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 six months ended October 31, 2024 , our 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 income.

For the six months ended June 30, 2023 , our direct and incremental acquisition-related expenses of $ 1.2 million and one -time severance payment of $ 1.5 million are included in the pro forma condensed combined net loss.

For the n ine months ended January 31, 2025 , our 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 income.

For the n ine months ended September 30, 2023 , our direct and incremental acquisition-related expenses of $ 1.2 million and one -time severance payment of $ 1.5 million are included in the pro forma condensed combined net loss.

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.

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Three Months Ended

Six Months Ended

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Net income (loss)

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Summarized financial information for our reportable segments is reported below (in thousands):

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Barnes & Noble Education

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Disaggregated Revenue

The following table presents the disaggregation of our revenue of Immersion for the month ended July 31, 2024, and the three and six months ended October 31, 2024 and June 30, 2023 (in thousands):

One Month Ended

The following table presents the disaggregation of our revenue of Immersion for the three and nine months ended January 31, 2025 and September 30, 2023 (in thousands):

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Fixed fee license revenue

Per-unit royalty revenue

Total revenues

Total royalty and license 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 October 31, 2024 , we recorded no adjustments to 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 .

In the three months ended January 31, 2025 , we recorded no adjustments to royalty revenue recognized in the previous quarter.

We recorded adjustments of $ 0.5 million to increase royalty revenue during the three months ended September 30, 2023 .

Contract Assets

As of October 31, 2024 , we had contract assets of $ 6.7 million included within Prepaid expenses and other current asset s and $ 24.3 million within Other assets -noncurrent on the Condensed Consolidated Balance Sheets .

As of April 30, 2024 , we had contract assets of $ 6.6 million included within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets .

Contract assets increased by $ 24.4 million from May 1 , 2024 , to October 31, 2024 , primarily due to an increase in unbilled revenue related to the new contracts we entered into during the six months ended October 31, 2024 .

As of January 31, 2025 , we had contract assets of $ 7.7 million included within Prepaid expenses and other current asset s and $ 27.7 million within Other assets -noncurrent on the unaudited Condensed Consolidated Balance Sheets .

As of April 30, 2024 , we had contract assets of $ 6.6 million included within Prepaid expenses and other current assets and no contract assets within Other assets - noncurrent on the unaudited Condensed Consolidated Balance Sheets .

Contract assets increased by $ 28.8 million from May 1 , 2024 to January 31, 2025 , primarily due to an increase in unbilled revenue related to the new contracts we entered into during the nine months ended January 31, 2025 .

Deferred Revenue

The following table presents changes in deferred revenue associated with Immersion’s contract liabilities (in thousands):

October 31, 2024

June 30, 2023

January 31, 2025

September 30, 2023

Deferred revenue beginning of the period

2 unchanged sentences

Deferred revenue balance end of the period

Based on contracts signed and payments received as of October 31, 2024 , we expect to recognize $ 10.2 million in revenue under our fixed fee license agreements, which are satisfied over time, including $ 7.4 million over one to three years and $ 2.8 million over more than three years.

Based on contracts signed and payments received as of January 31, 2025 , we expect to recognize $ 9.5 million in revenue under our fixed fee license agreements, which are satisfied over time, including $ 6.6 million over one to three years and $ 2.9 million over more than three years.

Barnes & Noble Education

1 unchanged sentence

The follo wing table disaggregated the revenue associated with our ma jor products and service offerings (i n thousands) :

One Month Ended July 31, 2024

Three Months Ended October 31, 2024

From June 10, 2024 to October 31, 2024

Three Months Ended January 31, 2025

From June 10, 2024 to January 31, 2025

Course material sale

6 unchanged sentences

The following table presents changes in deferred revenue associated with Barnes & Noble Education's contract liabilities (in thousands):

October 31, 2024

January 31, 2025

Deferred revenue as of the acquisition date

4 unchanged sentences

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 October 31, 2024, is as follows:

A summary of our investments in marketable equity and debt securities as of January 31, 2025 , is as follows:

Investments - current were as follows (in thousands):

October 31, 2024

January 31, 2025

April 30, 2024

3 unchanged sentences

Investments- noncurrent were as follows (in thousands):

October 31, 2024

January 31, 2025

April 30, 2024

3 unchanged sentences

Marketable Securities

Marketable securities as of October 31, 2024 and April 30, 2024 consisted of the following (in thousands):

October 31, 2024

Marketable securities as of January 31, 2025 and April 30, 2024 consisted of the following (in thousands):

January 31, 2025

Cost or Amortized Cost

17 unchanged sentences

Total marketable debt securities

The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of October 31, 2024 (in thousands) are as follows:

October 31, 2024

The amortized costs and fair value of our marketable debt securities, by contractual maturity, as of January 31, 2025 (in thousands) are as follows:

January 31, 2025

Amortized Cost

Less than 1 year

As of October 31, 2024 , the fair value of corporate bonds with unrealized loss position was $ 10.8 million , with an aggregated loss of $ 22,000 .

There were no U.S.treasury with unrealized loss position at October 31.

As of April 30, 2024, the fair value of available-for-sale debt securities in unrealized loss position for corporate bonds and U.S.

More than 5 years

As of January 31, 2025 , the fair value of corporate bonds with unrealized loss positions was $ 10.7 million , with an aggregated loss of $ 0.1 million.

There were no U.S.

treasury securities with an unrealized loss position at January 31, 2025 .

As of April 30, 2024, the fair value of available-for-sale debt securities in unrealized loss positions for corporate bonds and U.S.

treasury securities were $ 5.6 million and $ 25.2 million, respectively, with an aggregated loss of $ 0.1 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 October 31, 2024 and April 30, 2024 .

We had no credit-related impairment loss as of January 31, 2025 and April 30, 2024 .

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 October 31, 2024 and April 30, 2024 (in thousands):

October 31, 2024

Unrealized Gains

These derivative instruments are reported as Other current liabilities on our Condensed Consolidated Balance Sheets as of January 31, 2025 and April 30, 2024 (in thousands):

January 31, 2025

Unrealized (Gains) Losses

Derivative instruments

April 30, 2024

Unrealized Gains

Unrealized (Gains) Losses

Derivative instruments

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 are as follows (in thousands):

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Net unrealized gains (losses) recognized on marketable equity securities

13 unchanged sentences

Financial instruments value d based on unobservable inputs which reflect the reporting entity’s own assumptions or data that market participants would use in valuing an instrument are generally classified within Level 3 of the fair value hierarchy.

We did not hold Level 3 financial instruments as of October 31, 2024 , and April 30, 2024 .

Financial instrument s measured at fa ir value on a recurring basis as of October 31, 2024 and April 30, 2024 are classified based on the valuation technique in the table below (in thousands):

October 31, 2024

We did not hold Level 3 financial instruments as of January 31, 2025 , and April 30, 2024 .

Financial instrument s measured at fa ir value on a recurring basis as of January 31, 2025 and April 30, 2024 are classified based on the valuation technique in the table below (in thousands):

January 31, 2025

Fair Value Measurements Using

24 unchanged sentences

The following table summarizes additional information related to Immersion’s operating leases:

October 31, 2024

June 30, 2023

January 31, 2025

September 30, 2023

Weighted average remaining lease terms (in years)

5 unchanged sentences

Barnes & 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.

Business Combination ), as the rate implicit in the lease is not readily determinable.

It utilized an estimated collateralized incremental borrowing rate as of the Closing Date.

2 unchanged sentences

The following table summarizes additional information related to Barnes & Noble Education’s operating leases:

One Month Ended

July 31, 2024

Three Months Ended October 31, 2024

From June 10, 2024 to October 31, 2024

Three Months Ended January 31, 2025

From June 10, 2024 to January 31, 2025

Operating lease cost

Variable lease payments

Sublease income

Short-term lease cost

Total lease cost

For the period June 10, 2024 to October 31, 2024

For the period June 10, 2024 to January 31, 2025

Cash paid for amounts included in the measurement of lease liabilities

3 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

We recognized $ 14.2 million in goodwill as the result of the business combination with BNED on June 10, 2024, as further described in Note 2 .

We 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 .

Business Combination .

The carrying value of goodwill as of October 31, 2024 and April 30, 2024, were $ 14.2 million and $ 0 , respectively.

In accordance with ASC Topic 350 , Intangibles - Goodwill and Other, the Company did not record any goodwill impairment losses during the three and six months ended October 31, 2024 .

The carrying value of goodwill as of January 31, 2025 and April 30, 2024, were $ 10.1 million and $ 0 , respectively.

The carrying amount of goodwill decreased by $ 4.1 million for the quarter ended January 31, 2025, due to a measurement period adjustment related to changes in the acquired deferred income taxes of BNED.

In accordance with ASC Topic 350 , Intangibles - Goodwill and Other, the Company did not record any goodwill impairment losses during the three and nine months ended January 31, 2025 .

Goodwill represents the future economic benefit attributable to the Barnes & Noble Education's assembled workforce, which is not individually and separately recognized as an intangible asset.

1 unchanged sentence

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 October 31, 2024 (in thousands):

As of October 31, 2024

The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Condensed Consolidated Balance Sheets as of January 31, 2025 (in thousands):

As of January 31, 2025

Gross Carrying Amount

5 unchanged sentences

Trade name is determined to have an indefinite useful life and is not subject to amortization.

Amortization expense was $ 0.3 million for the month ended July 31, 2024 .

Amortization expense was $ 1.0 million for the three months ended October 31, 2024 .

Amortization expense was $ 1.5 million for the period from June 10, 2024, to October 31, 2024.

Amortization expense was $ 1.0 million for the three months ended January 31, 2025 .

Amortization expense was $ 2.5 million for the period from June 10, 2024, to January 31, 2025.

Estimated amortization expense of the intangible assets to be recognized by the Company are as follows (in thousands):

1 unchanged sentence

Remainder of 2025

The following is a summary of Barnes & Noble Education’s outstanding borrowing as of October 31, 2024 (in thousands):

The following is a summary of Barnes & Noble Education’s outstanding borrowing as of January 31, 2025 (in thousands):

Maturity Date

As of October 31, 2024

As of January 31, 2025

Total debt - Barnes & Noble credit facility

17 unchanged sentences

In connection with the Restated ABL Facility, with respect to the 1.0 % fee payable in connection with the eighth amendment to the Restated ABL Facility (prior to its having been restated), (x) 50 % was paid on September 2, 2024, and (y) 50 % is due and payable on June 10, 2025.

As of October 31, 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 from June 10, 2024, to October 31, 2024, Barnes & Noble Education borrowed $ 404.1 million and repaid $ 327.8 million under the Restated ABL Facility , with $ 177.6 million of outstanding borrowings under the Restated ABL Facility as of October 31, 2024.

As of October 31, 2024, Barnes & Noble Education issued $ 3.6 million in letters of credit under the Restated ABL Facility .

As of January 31, 2025, 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 from June 10, 2024 to January 31, 2025 , Barnes & Noble Education borrowed $ 616.5 million and repaid $ 576.5 million under the Restated ABL Facility , with $ 141.2 million of outstanding borrowings under the Restated ABL Facility as of January 31, 2025 .

As of January 31, 2025 , Barnes & Noble Education issued $ 0.6 million in letters of credit under the Restated ABL Facility .

STOCK-BASED COMPENSATION

9 unchanged sentences

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 October 31, 2024 is as follows (in thousands):

A summary of our equity incentive program as of January 31, 2025 is as follows (in thousands):

Common stock shares available for grant

2 unchanged sentences

PSUs outstanding

As of October 31, 2024 , we did not have any outstanding stock options.

As of January 31, 2025 , we did not have any outstanding stock options.

Restricted Stock Units

The following summarizes RSU activities for the six months ended October 31, 2024 :

The following summarizes RSU activities for the nine months ended January 31, 2025 :

Number of Restricted Stock Units (in thousands)

3 unchanged sentences

Outstanding at April 30, 2024

Outstanding at October 31, 2024

Outstanding at January 31, 2025

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 October 31, 2024 :

The following summarizes RSA activities for the nine months ended January 31, 2025 :

Number of Restricted Stock Awards

3 unchanged sentences

Outstanding at April 30, 2024

Outstanding at October 31, 2024

Outstanding at January 31, 2025

Market Condition-Based Performance Stock Units

6 unchanged sentences

In August 2024, the Performance Milestone of the third and final tranche was met.

As of October 31, 2024, 50,000 PSUs were outstanding and will be released upon the satisfaction of the services condition.

The following summarizes PSU activities for the six months ended October 31, 2024 :

As of January 31, 2025, no PSUs were outstanding.

The following summarizes PSU activities for the nine months ended January 31, 2025 :

Number of Market Condition-Based Performance Stock Units (in thousands)

2 unchanged sentences

Outstanding at April 30, 2024

Outstanding at October 31, 2024

Outstanding at January 31, 2025

Stock-based Compensation Expense

2 unchanged sentences

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 month ended July 31, 2024, the three and six months ended October 31, 2024 , and June 30, 2023 is as follows (in thousands):

One Month Ended

The stock-based compensation related to all of our stock-based awards for the three and nine months ended January 31, 2025 , and September 30, 2023 is as follows (in thousands):

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Stock options

RSUs, RSAs and PSUs

As of October 31, 2024 , there was $ 5.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to unvested, RSUs, RSAs and PSUs granted to our employees and directors.

Selling and administrative expenses

As of January 31, 2025 , there was $ 5.2 million of unrecognized compensation cost adjusted for estimated forfeitures related to unvested, RSUs, RSAs and PSUs granted to our employees and directors.

This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.3 years.

9 unchanged sentences

The total fair value of equity award assumed was $ 33,000 .

On June 18, 2024, Barnes & Noble Education granted 7,441 RSUs and 29,764 RSAs to the members of BNED Board.

On June 18, 2024, Barnes & Noble Education granted 7,441 RSUs and 29,764 RSAs to the members of the BNED Board.

These awards vested on September 18, 2024.

On September 20, 2024, Barnes & Noble Education granted 61,290 RSUs and 81,720 RSAs to members of BNED Board.

These awards vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.

On September 20, 2024, Barnes & Noble Education granted 61,290 RSUs and 81,720 RSAs to members of the BNED Board.

These RSUs vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.

On September 20, 2024, Barnes & Noble Education granted 1,533,250 PSUs to employees that include both a service condition and market condition in order for PSUs to vest.

15 unchanged sentences

Stock-based Compensation Expense

For the month ended July 31, 2024, the three months ended October 31, 2024, and the period from June 10, 2024, to October 31, 2024, the total stock-based compensation expense for options, RSAs, RSUs and PSUs were $ 0.1 million, $ 1.0 million and $ 1.1 million, respectively.

The total unrecognized compensation cost related to unvested awards as of October 31, 2024, was $ 15.2 million and is expected to be recognized over a weighted-average period of 1.8 years.

For the three months ended January 31, 2025, and the period from June 10, 2024, to January 31, 2025, the total stock-based compensation expense for options, RSAs, RSUs, and PSUs were $ 2.5 million and $ 3.6 million, respectively.

The total unrecognized compensation cost related to unvested awards as of January 31, 2025, was $ 12.9 million and is expected to be recognized over a weighted-average period of 1.7 years.

EMPLOYEE BENEFIT PLAN

2 unchanged sentences

For all plans, Barnes & Noble Education is responsible to fund the employer contributions directly, if any.

There was no benefit expense for these plans during the period from June 10, 2024, to October 26, 2024 .

There was no benefit expense for these plans during the period from June 10, 2024 to January 25, 2025.

STOCKHOLDERS’ EQUITY

8 unchanged sentences

On August 27, 2024, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on December 29, 2024, to December 29, 2025.

We did not repurchase any stock during the six months ended October 31, 2024 .

As of October 31, 2024 , we had $ 41.7 million available for repurchase under the December 2022 Stock Repurchase Program.

During the nine months ended January 31, 2025 , the Company repurchased 136,668 shares of our common stock for $ 1.2 million at an average purchase price of $ 8.55 per share.

As of January 31, 2025 , we had $ 40.6 million available for repurchase under the December 2022 Stock Repurchase Program.

Dividends Declared and Dividend Payments

4 unchanged sentences

On August 12, 2024 , our Board declared a quarterly dividend in the amount of $ 0.045 per share, which was paid on October 18, 2024 , to stockholders of record on October 4, 2024 .

On November 8, 2024 , our Board declared a special cash dividend of $ 0.245 p er share, which was paid on January 24, 2025 to stockholders of record on January 10, 2025 .

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 six months ended October 31, 2024 and June 30, 2023 , the total dividends paid were $ 3.0 million and $ 3.0 million, respectively.

During the nine months ended January 31, 2025 and September 30, 2023 , the Company paid dividends of $ 11.3 million and $ 6.4 million, respectively.

At-the-Market Equity Offerings

On September 19, 2024, Barnes & Noble Education entered into an At-the-Market ("ATM") Sales Agreement with BTIG, LLC (“BTIG”) (the "Sales Agreement"), under Barnes & Noble Education may offer and sell BNED Common Stock from time to time through BTIG as its sales agent.

BTIG will use commercially reasonable efforts to sell an aggregate offering of up to $ 40 million of BNED Common Stock from time to time, based upon Barnes & Noble Education’s instructions (including any price, time or size limits or other customary parameters or conditions Barnes & Noble Education may impose).

Barnes & Noble Education will pay BTIG a commission of 2 % of the gross sales proceeds of any common shares sold under the Sales Agreement.

Barnes & Noble Education is not obligated to make any sales of common shares under the Sales Agreement.

During the three months ended October 31, 2024, Barnes & Noble Education issued and sold 1,046,460 shares of BNED Common Stock under the sales agreement at a weighted-average price of $ 9.35 per share and received $ 9.6 million in proceeds, net of commissions.

On September 19, 2024, Barnes & Noble Education entered into an At-the-Market ( “ ATM ”) Sales Agreement with BTIG, LLC (“BTIG”) (the “September ATM Sales Agreement ”) , under Barnes & Noble Education sold BNED Common Stock from time to time through BTIG as its sales agent.

BTIG sold an aggregate offering of up to $ 40.0 million of BNED Common Stock from time to time, based upon Barnes & Noble Education’s instructions (including any price, time or size limits or other customary parameters or conditions Barnes & Noble Education may impose).

Barnes & Noble Education paid BTIG a commission of 2 % of the gross sales proceeds of common shares sold under the September ATM Sales Agreement.

Barnes & Noble Education was not obligated to make any sales of common shares under the September ATM Sales Agreement.

During the nine months ended January 31, 2025, Barnes & Noble Education issued and sold the maximum aggregate offering of $ 40.0 million of BNED Common Stock under the September ATM Sales Agreement at a weighted-average price of $ 10.06 per share and received $ 39.2 million in proceeds, net of commissions.

On December 20, 2024, Barnes & Noble Education entered into an additional ATM sales agreement with BTIG (the “December ATM Sales Agreement”), under which Barnes &Noble Education sold BNED Common Stock through BTIG as the sales agent.

BTIG sold an aggregate offering of up to $ 40.0 million of BNED Common Stock from time to time, based upon Barnes & Noble Education's instructions (including any price, time or size limits or other customary parameters or conditions Barnes & Noble Education may impose).

Barnes & Noble Education paid BTIG a commission of 2 % of the gross sales proceeds of common shares sold under the December ATM Sales Agreement.

During the nine months ended January 31, 2025, Barnes & Noble Education issued and sold the maximum aggregate offering of $ 40.0 million of BNED Common Stock under the December ATM Sales Agreement at a weighted-average price of $ 10.42 per share and received $ 39.2 million in proceeds, net of commissions.

NONCONTROLLING INTEREST

2 unchanged sentences

The following table summarizes the ownership interest in Barnes & Noble Education:

October 31, 2024

January 31, 2025

% of Ownership

3 unchanged sentences

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to the non-controlling interest holders and were as follows:

One Month Ended

July 31, 2024

Three Month Ended October 31, 2024

From June 10, 2024 to October 31, 2024

Three Month Ended January 31, 2025

From June 10, 2024 to January 31, 2025

Non-controlling interest holders' weighted average ownership percentages

The following table summarizes the effect of changes in ownership of Barnes & Noble Education on the Company’s equity for the periods presented (in thousands):

One Month Ended July 31, 2024

Three Month Ended October 31, 2024

From June 10, 2024 to October 31, 2024

Three Month Ended January 31, 2025

From June 10, 2024 to January 31, 2025

Net Income (loss) attributable to Immersion

Transfers from (to) non-controlling interests:

Transfers from (to) noncontrolling interests:

Increase (decrease) in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, and sales of common stock

Total effect of changes in ownership interest on equity attributable to Immersion stockholders

Provision for income taxes for the month ended July 31, 2024, and the three and six months ended October 31, 2024 and June 30, 2023 consisted of the following (in thousands):

One Month Ended

Provision for income taxes for the three and nine months ended January 31, 2025 and September 30, 2023 consisted of the following (in thousands):

Three Months Ended

Six Months Ended

July 31, 2 024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Income (loss) before provision for income taxes

1 unchanged sentence

Effective tax rate

Provision for income taxes for the month ended July 31, 2024, and the three and six months ended October 31, 2024 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate.

Provision for income taxes for the three and nine months ended January 31, 2025 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate.

We provided no valuation allowance for federal deferred tax assets, whose future realization is more likely than not and continue to maintain full valuation allowance for certain state deferred tax assets in the United States as well as federal tax assets in Canada.

3 unchanged sentences

We also maintain liabilities for uncertain tax positions.

As of October 31, 2024, we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $ 7.6 million, all of the $ 7.6 million could be payable in cash.

As of January 31, 2025 , we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $ 7.6 million, all of the $ 7.6 million could be payable in cash.

In addition, interest and penalty of $ 0.2 million could also be payable in cash in relation to unrecognized tax benefits.

2 unchanged sentences

We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months.

The company recorded an estimated tax true-up to the BNED purchase accounting attributed to the BNED IRC Section 382 study performed and the accounting method change filed for its 2024 tax return in the current period.

Barnes & Noble Education

Barnes & Noble Education recorded an income tax provision of $ 1.3 million on pre-tax loss of $ 48.5 million during the period of May 1, 2024, to October 31, 2024, which represented an effective income tax rate of ( 2.6 )%.

Barnes & Noble Education recorded an income tax provision of $ 11.9 million on pre-tax loss of $ 30.7 million during the period of May 1, 2024, to January 31, 2025 , which represented an effective income tax rate of ( 38.8 )%.

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 October 31, 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.

As of January 31, 2025 , 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.

1 unchanged sentence

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.

As a result of the rights offering, backstop commitment, private investment, and term loan debt conversion completed on June 10, 2024, Barnes & Noble Education conducted a study to determine if an ownership change had occurred.

It was determined that an ownership change occurred under Section 382 and 383 , and the corresponding annual limitations materially impacts the utilization of Barnes & Noble Education's tax attributes including BNED's $ 233.3 million net operating loss carryforwards, $ 61.2 million disallowed interest expense carryforwards, and $ 1.1 million tax credit carryforwards.

Barnes & Noble Education anticipates that $ 96.0 million of these tax attributes may be made available during the first five years following the ownership change on June 10, 2024, which would be able to offset future taxable income.

EARNINGS PER SHARE

4 unchanged sentences

The following are rec onciliations of the denominators used in computing basic and diluted net income per share (in thousands):

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Numerator for basic earnings per share:

5 unchanged sentences

We include PSUs in the calculation of diluted earnings per share if the applicable performance conditions have 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 month ended July 31, 2024 and the three and six months ended October 31, 2024 and June 30, 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.

For the three and nine months ended January 31, 2025 and September 30, 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):

One Month Ended

Three Months Ended

Six Months Ended

July 31, 2024

October 31, 2024

June 30, 2023

October 31, 2024

June 30, 2023

Nine Months Ended

January 31, 2025

September 30, 2023

January 31, 2025

September 30, 2023

Stock options

32 unchanged sentences

This case has been reassigned due to its significance and the Korean tax authority filed its answer on November 27, 2024.

As of October 31, 2024, we have accrued $ 0.3 million of withholding taxes, interest and penalties related to the 2018 to 2022 period for which the Korean tax authorities have recently assessed LGE.

These withholding taxes have been reclassified and reported as an impairment reduction to the Long-term deposit made in the third quarter of 2023 in order to present the deposit at its estimated recoverable value.

On February 24, 2025, the Korea Administrative Court scheduled a hearing for March 21, 2025, and the Company intends to request a deferral for this hearing.

As of January 31, 2025 , we have not accrued any withholding taxes, interest.

and penalties related to the 2018 to 2022 period for which the Korean tax authorities have recently assessed LGE.

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.

29 unchanged sentences

The case scheduled did not include a trial date but set the pretrial conference for May 30, 2025.

Valve filed IPRs, IPR 2024 - 00477 and IPR 2024 - 00478 on January 19, 2024.

These petitions are directed to U.S.

IPRs, IPR2024-00477 and IPR2024-00478 on January 19, 2024.

These petitions are

directed to U.S.

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 were filed on October 15, 2024, and October 17, 2024, respectively.

Valve filed IPR 2024 - 00508 on January 30, 2024, which is directed to U.S.

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 elected not to file patent owner response to the petition.

Valve filed IPR 2024 - 00556 on February 7, 2024, which is directed to U.S.

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 elected not to file a patent owner response to the petition.

Valve filed IPR 2024 - 00557 on February 7, 2024, which is directed to U.S.

The Company filed its patent owner's preliminary response to this petition on May 15, 2024.

The Patent Trial and Appeal Board issued a decision, granting institution on August 13, 2024.

The Company’s patent owner response to the petition was filed November 5, 2024.

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 were filed on October 15, 2024, and October 17, 2024, respectively.

Valve filed their replies to the Company’s patent owner responses for both

petitions on January 17, 2025.

The Company’s patent owner sur-replies for the

petitions were filed on February 28, 2025.

Oral argument for both of these IPR

proceedings are scheduled for April 23, 2025.

Valve filed IPR2024-00508 on

January 30, 2024, which is directed to U.S.

elected not to file a patent owner preliminary response to this petition.

Trial and Appeal Board issued a decision, granting institution of this petition

on August 6, 2024.

The Company elected not to file patent owner response to the

The Board is expected to issue their final written decision no later

than August 6, 2025.

Valve filed IPR2024-00556 on February 7, 2024, which is

directed to U.S.

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.

Company elected not to file a patent owner response to the petition.

is expected to issue their final written decision no later than August 6, 2025.

Valve filed IPR2024-00557 on February 7, 2024, which is directed to U.S.

The Company filed its patent owner preliminary response to this petition on June 27, 2024.

The Patent Trial and Appeal Board issued a decision on granting institution on September 25, 2024.

The Company’s patent owner response to the petition is due December 16, 2024.

Valve filed IPR 2024 - 00714 on March 22, 2024, which is directed to U.S.

The Company filed its preliminary patent owner preliminary response to this petition on July 30, 2024.

The Patent Trial and Appeal Board issued a decision, granting institution on August 28, 2024.

The Company’s patent owner response to the petition is due January 21, 2025.

The Company filed its patent owner’s preliminary response to

this petition on May 15, 2024.

The Patent Trial and Appeal Board issued a

decision, granting institution on August 13, 2024.

The Company’s patent owner

response to the petition was filed November 5, 2024.

Valve filed their reply to

the Company’s patent owner response on February 4, 2025.

The Company’s patent

owner sur-reply is due March 18, 2025.

Valve filed IPR2024-00582 on February

16, 2024, which is directed to U.S.

The Company filed

its patent owner preliminary response to this petition on June 27, 2024.

Patent Trial and Appeal Board issued a decision on granting institution on

September 25, 2024.

The Company’s patent owner response to the petition was

filed December 20, 2024.

Valve’s reply to the Company’s patent owner response

is due on March 31, 2025.

Valve filed IPR2024-00714 on March 22, 2024, which is

directed to U.S.

The Company filed its preliminary

patent owner preliminary response to this petition on July 30, 2024.

Trial and Appeal Board issued a decision, granting institution on August 28,

The Company’s patent owner response to the petition was filed January 21,

Valve’s reply to the Company’s patent owner response is due on April 15,

The parties submitted their joint claim construction statement and respective positions on March 29, 2024.

5 unchanged sentences

Restructuring and Other Charges

During the period from June 10, 2024, to October 31, 2024, Barnes & Noble Education recognized restructuring and other charges (credits) totaling $ 5.1 million, comprised primarily of $ 2.1 million related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives, $ 2.0 million of severance costs related to the departure of Barnes & Noble Education's Chief Executive Officer on June 11, 2024, a $ 1.9 million loss related to fixed assets disposal and $ 0.8 million costs associated with legal and advisory professional services restructuring and process improvements and other charges.

These costs and expenses were partially offset by a $ 1.4 million expense reversal related to the termination of liabilities related to a frozen retirement benefit plan.

During the period from June 10, 2024, to January 31, 2025, Barnes & Noble Education recognized restructuring and other charges (credits) totaling $ ( 2.4 ) million, comprised primarily of $( 9.0 ) million expense reversal related to the termination of liabilities related to a frozen retirement benefit plan, partially offset by $ 2.1 million related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives, $ 2.0 million of severance costs related to the departure of Barnes & Noble Education's Chief Executive Officer on June 11, 2024, a $ 1.9 million loss related to fixed assets disposal, and $ 0.8 million costs associated with legal and advisory professional services restructuring and process improvements and other charges.

SUBSEQUENT EVENTS

At-the-Market Equity Offerings

Subsequent to October 26, 2024, Barnes & Noble Education issued and sold 2,928,145 shares of its common stock under the Sales Agreement at a weighted-average price of $ 10.32 per share and received $ 29.7 million in proceeds, net of commissions.

As of November 27, 2024, we sold the maximum aggregate offering of $ 40 million of BNED Common Stock under the ATM Sales Agreement.

Dividends Declared

On November 8, 2024 , our Board declared a special cash dividend of $ 0.245 per share on our outstanding common stock payable, subject to any prior revocation, on January 24, 2025 , to stockholders of record on January 10, 2025 .

On March 10, 2025 , our Board declared a quarterly dividend in the amount of $ 0.045 per share and will be payable, subject to any prior revocation, on April 25, 2025 to stockholders of record on April 14, 2025 .

Stock Repurchase Program

On March 10, 2025, our Board approved an amendment to extend the expiration date of the Company's current stock repurchase program that was set to expire on December 29, 2025 to December 29, 2026 .

Refer to Note 11.

Stockholders' Equity for additional information on dividends declared and the Company's current stock repurchase program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements