Intermolecular, Inc.
INTERMOLECULAR INC (Form: 10-Q, Received: 05/04/2017 16:29:07)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

Commission File Number 001-35348

Intermolecular, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

20-1616267

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

3011 N. First Street
San Jose, California

 

95134

(Address of Principal Executive Offices)

 

(Zip Code)

 

(408) 582-5700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes       No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

Shares outstanding of the registrant’s common stock:

 

Class

 

Outstanding as of May 1, 2017

Common stock, $0.001 par value

 

49,559,701

 

 

 

 

 


INTERMOLECULAR, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2017

TABLE OF CONTENTS

 

 

 

 

Page

 

PART I — FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Condensed Consolidated Balance Sheets (Unaudited)

 

3

 

Condensed Consolidated Statements of Operations (Unaudited)

 

4

 

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

 

5

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

6

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

20

Item 4.

Controls and Procedures

 

21

 

PART II — OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

21

Item 1A.

Risk Factors

 

22

Item 6.

Exhibits

 

23

 

Signatures

 

24

 

2


PART I — FINANCI AL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

INTERMOLECULAR, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

 

 

March 31, 2017

 

 

December 31, 2016

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,631

 

 

$

5,759

 

Short-term investments

 

 

19,953

 

 

 

20,035

 

Accounts receivable, net of allowance for doubtful accounts of $0 as of March 31,

   2017 and December 31, 2016

 

 

3,815

 

 

 

5,063

 

Prepaid expenses and other current assets

 

 

1,217

 

 

 

1,397

 

Total current assets

 

 

32,616

 

 

 

32,254

 

Long-term investments

 

 

400

 

 

 

1,995

 

Materials inventory

 

 

3,273

 

 

 

3,357

 

Property and equipment, net

 

 

9,807

 

 

 

10,964

 

Intangible assets, net

 

 

3,341

 

 

 

4,001

 

Other assets

 

 

586

 

 

 

597

 

Total assets

 

$

50,023

 

 

$

53,168

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

746

 

 

$

309

 

Accrued liabilities

 

 

2,673

 

 

 

1,451

 

Accrued compensation and employee benefits

 

 

1,890

 

 

 

1,663

 

Deferred revenue

 

 

1,717

 

 

 

1,533

 

Total current liabilities

 

 

7,026

 

 

 

4,956

 

Deferred rent, net of current portion

 

 

3,104

 

 

 

3,149

 

Other long-term liabilities

 

 

61

 

 

 

67

 

Total liabilities

 

 

10,191

 

 

 

8,172

 

Commitments and contingencies (note 5)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share—200,000,000 shares authorized;

   49,572,201 and 49,513,528 shares issued and outstanding as of March 31, 2017

   and December 31, 2016, respectively

 

 

50

 

 

 

50

 

Additional paid-in capital

 

 

213,973

 

 

 

213,313

 

Accumulated other comprehensive loss

 

 

(21

)

 

 

(32

)

Accumulated deficit

 

 

(174,170

)

 

 

(168,335

)

Total stockholders’ equity

 

 

39,832

 

 

 

44,996

 

Total liabilities and stockholders’ equity

 

$

50,023

 

 

$

53,168

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

3


INTERMOLECULAR, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

Program revenue

 

$

6,812

 

 

$

11,961

 

Licensing and royalty revenue

 

 

3,133

 

 

 

2,557

 

Total revenue

 

 

9,945

 

 

 

14,518

 

Cost of revenue:

 

 

 

 

 

 

 

 

Cost of program revenue

 

 

2,697

 

 

 

4,736

 

Cost of licensing and royalty revenue

 

 

290

 

 

 

60

 

Total cost of revenue

 

 

2,987

 

 

 

4,796

 

Gross profit

 

 

6,958

 

 

 

9,722

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

7,108

 

 

 

6,904

 

Sales and marketing

 

 

1,481

 

 

 

1,943

 

General and administrative

 

 

3,008

 

 

 

2,600

 

Restructuring charges

 

 

1,348

 

 

 

 

Total operating expenses

 

 

12,945

 

 

 

11,447

 

Loss from operations

 

 

(5,987

)

 

 

(1,725

)

Other income (expense):

 

 

 

 

 

 

 

 

Interest income (expense), net

 

 

55

 

 

 

32

 

Other income (expense), net

 

 

97

 

 

 

16

 

Total other income (expense), net

 

 

152

 

 

 

48

 

Loss before provision for income taxes

 

 

(5,835

)

 

 

(1,677

)

Provision for income taxes

 

 

1

 

 

 

3

 

Net loss

 

$

(5,836

)

 

$

(1,680

)

Net loss per share, basic and diluted

 

$

(0.12

)

 

$

(0.03

)

Weighted-average number of shares used in computing net loss per share, basic and

   diluted

 

 

49,519,251

 

 

 

49,286,456

 

 

Related Party Transactions

The Condensed Consolidated Statements of Operations include the following related party transactions:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

Program revenue

 

$

 

 

$

267

 

Licensing and royalty revenue

 

 

383

 

 

 

714

 

Total revenue

 

$

383

 

 

$

981

 

Cost of Revenue:

 

 

 

 

 

 

 

 

Cost of program revenue

 

$

 

 

$

102

 

Cost of licensing and royalty revenue

 

 

1

 

 

 

23

 

Total cost of revenue

 

$

1

 

 

$

125

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

4


Condensed Consolidated State ments of Comprehensive Loss

(In thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Net loss

 

$

(5,836

)

 

$

(1,680

)

Change in unrealized gain (loss) on available-for-sale-securities, net of tax

 

 

11

 

 

 

30

 

Other comprehensive income (loss)

 

 

11

 

 

 

30

 

Comprehensive loss, net of income tax

 

$

(5,825

)

 

$

(1,650

)

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

5


INTERMOLECULAR, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(5,836

)

 

$

(1,680

)

Adjustments to reconcile net loss to net cash used in operating

   activities:

 

 

 

 

 

 

 

 

Depreciation, amortization, and accretion

 

 

1,977

 

 

 

1,972

 

Stock-based compensation

 

 

656

 

 

 

1,122

 

(Gain) / loss on disposal of property and equipment

 

 

(4

)

 

 

3

 

Gain on disposal of intangible assets

 

 

(1,239

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

215

 

 

 

82

 

Materials inventory

 

 

78

 

 

 

201

 

Accounts receivable

 

 

1,248

 

 

 

(1,369

)

Accounts payable

 

 

381

 

 

 

(655

)

Accrued and other liabilities

 

 

1,394

 

 

 

(2,236

)

Deferred revenue

 

 

183

 

 

 

51

 

Net cash used in operating activities

 

 

(947

)

 

 

(2,509

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of investments

 

 

(2,827

)

 

 

(5,134

)

Redemption of investments

 

 

4,408

 

 

 

13,816

 

Purchase of property and equipment

 

 

(264

)

 

 

(1,356

)

Proceeds from sale of equipment

 

 

7

 

 

 

2

 

Proceeds from sale of intangible assets

 

 

1,500

 

 

 

 

Purchased and capitalized intangible assets

 

 

 

 

 

(45

)

Net cash provided by investing activities

 

 

2,824

 

 

 

7,283

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payment of capital leases

 

 

(5

)

 

 

 

Proceeds from exercise of common stock options

 

 

 

 

 

693

 

Net cash (used in) provided by financing activities

 

 

(5

)

 

 

693

 

Net increase in cash and cash equivalents

 

 

1,872

 

 

 

5,467

 

Cash and cash equivalents at beginning of period

 

 

5,759

 

 

 

11,676

 

Cash and cash equivalents at end of period

 

$

7,631

 

 

$

17,143

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

3

 

 

 

 

Cash paid for income taxes, net of refunds received

 

$

1

 

 

 

 

Noncash investing/operating activities:

 

 

 

 

 

 

 

 

Transfer of property and equipment to materials inventory

 

$

172

 

 

$

401

 

Transfer of materials inventory to property and equipment

 

$

178

 

 

$

763

 

Additions to property, equipment and intangible assets not paid at the end of the

   period

 

$

155

 

 

$

419

 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 

6


INTERMOLECULAR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements of Intermolecular, Inc. and subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, certain information and disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted. The information in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 3, 2017. Certain amounts in the prior year’s presentations have been reclassified to conform to the current presentation. These reclassifications had no effect on previously reported net income.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for any other future interim period or full year. The condensed consolidated balance sheet as of December 31, 2016 is derived from the audited consolidated financial statements. 

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Management uses estimates and judgments in determining recognition of revenues, valuations of accounts receivable, inventories, intangible assets, warrants and assumptions used in the calculation of income taxes and stock-based compensation, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company’s cash, cash equivalents and investments consist of demand deposits, money market accounts, certificates of deposit, corporate bonds and commercial paper maintained with high quality financial institutions. The Company's accounts receivable consist of non-interest bearing balances due from credit-worthy customers.

 

Significant Accounting Policies

 

There has been no significant changes to the Company’s accounting policies since it filed its audited consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2016.

Materials Inventory

Materials inventories consist of raw materials in the amount of $3.3 million and $3.4 million as of March 31, 2017 and December 31, 2016, respectively.

 

Accounts Receivable and Allowance for Doubtful Accounts

The Company did not have any allowance for doubtful accounts as of March 31, 2017 and December 31, 2016.

7


Concentration of Revenue and Accounts Receivable

Significant customers are those that represent more than 10% of the Company’s total revenue or accounts receivable. For each significant customer, including related parties, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:

 

 

 

Revenue

 

 

Accounts Receivable

 

 

 

Three Months Ended March 31,

 

 

As of  March 31,

 

 

As of December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Customer A

 

 

13%

 

 

 

25%

 

 

*

 

 

*

 

Customer B

 

 

19%

 

 

*

 

 

*

 

 

*

 

Customer C

 

*

 

 

 

16%

 

 

*

 

 

*

 

Customer D

 

 

50%

 

 

 

21%

 

 

 

77%

 

 

 

69%

 

Customer I

 

*

 

 

 

12%

 

 

*

 

 

 

14%

 

Customer O

 

*

 

 

*

 

 

 

12%

 

 

*

 

 

*

less than 10%

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued, the standard is effective beginning in the first quarter of fiscal year 2018. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the consolidated financial statements.

 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company in the first quarter of fiscal 2018, with early adoption permitted under limited circumstances. The Company is currently evaluating the effect the Standard will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the effect the Standard will have on its consolidated financial statements.

 

 

2. Fair Value of Financial Instruments

The Company measures and reports its cash equivalents and investments at fair value. The carrying amounts for cash equivalents and investments approximate their fair values due. The following tables set forth the fair value of the Company’s cash equivalents and investments by level within the fair value hierarchy (in thousands):

 

 

 

As of  March 31, 2017

 

 

 

Fair Value

 

 

Level I

 

 

Level II

 

 

Level III

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

2,440

 

 

$

2,440

 

 

$

 

 

$

 

Corporate debt securities and commercial paper

 

 

20,353

 

 

 

 

 

 

20,353

 

 

 

 

Total assets measured at fair value

 

$

22,793

 

 

$

2,440

 

 

$

20,353

 

 

$

 

 

 

 

As of December 31, 2016

 

 

 

Fair Value

 

 

Level I

 

 

Level II

 

 

Level III

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

2,669

 

 

$

2,669

 

 

$

 

 

$

 

Corporate debt securities and commercial paper

 

 

22,030

 

 

 

 

 

 

22,030

 

 

 

 

Total assets measured at fair value

 

$

24,699

 

 

$

2,669

 

 

$

22,030

 

 

$

 

 

8


Investments are classified as “available-for-sale” and are carried at fair value based on quoted markets or other readily available market inform ation. The Company's investment policy requires investments to have a less than twenty four month maturity term and a minimum credit rating of A-. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income (loss). Gai ns and losses are determined using the specific identification method.  Cash, cash equivalents, and investments consisted of the following as of March 31, 2017 (in thousands):

 

 

 

As of  March 31, 2017

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated

Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

5,191

 

 

$

 

 

$

 

 

$

5,191

 

Money market funds

 

 

2,440

 

 

 

 

 

 

 

 

 

2,440

 

Corporate debt securities and commercial paper

 

 

20,374

 

 

 

 

 

 

(21

)

 

 

20,353

 

Total cash, cash equivalents and investments

 

$

28,005

 

 

$

 

 

$

(21

)

 

$

27,984

 

 

As of December 31, 2016, the Company had $32,000 of unrealized losses.

 

 

3. Property and Equipment

Property and equipment consist of the following (in thousands):

 

 

 

As of

 

 

 

March 31, 2017

 

 

December 31, 2016

 

Lab equipment and machinery (1)

 

$

58,633

 

 

$

58,289

 

Leasehold improvements

 

 

6,248

 

 

 

6,246

 

Computer equipment and software

 

 

4,773

 

 

 

4,640

 

Furniture and fixtures

 

 

221

 

 

 

219

 

Construction in progress

 

 

423

 

 

 

590

 

Total property and equipment

 

 

70,298

 

 

 

69,984

 

Less accumulated depreciation

 

 

(60,491

)

 

 

(59,020

)

Property and equipment, net

 

$

9,807

 

 

$

10,964

 

 

(1)

Includes $85,000 and $90,000 (in net book value) of lab equipment and machinery acquired under capital leases, as of March 31, 2017 and December 31, 2016, respectively. See Note 5 for detailed lease information.

The following table presents depreciation expense included in the Condensed Consolidated Statement of Operations and includes amortization of leasehold improvements (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Depreciation expense

 

$

1,470

 

 

$

1,637

 

 

 

4. Intangible Assets

Intangible assets consist of the following (in thousands):

 

 

 

As of

 

 

 

March 31, 2017

 

 

December 31, 2016

 

Patents issued

 

$

4,401

 

 

$

4,892

 

Patents pending

 

 

244

 

 

 

385

 

Trademarks

 

 

40

 

 

 

40

 

Total intangible assets

 

 

4,685

 

 

 

5,317

 

Less patent amortization

 

 

(1,344

)

 

 

(1,316

)

Intangible assets, net

 

$

3,341

 

 

$

4,001

 

 

9


The following table presents patent amortization expense included in the Condensed Consolidated Statement of Operations (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Amortization expense

 

$

85

 

 

$

148

 

 

 

 

5. Commitments and Contingencies

Leases

The Company entered into an operating lease agreement in May 2010 for its San Jose headquarters that was subsequently modified in Nov 2013 & May 2015.  The building lease expires in June 2025. Rent expense is being recognized on a straight-line basis over the lease term.

The following table presents rent expense included in the Condensed Consolidated Statement of Operations (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Rent expense

 

$

561

 

 

$

563

 

 

During the first quarter of 2017, the Company made payments of $0.6 million related to this operating lease.

In December 2015, the Company signed a sublease to lease out a portion of office space. The term of the lease is for three years and annual gross rent is approximately $0.3 million. The sublessee moved in during the second quarter of 2016. The Company received $0.1 million in rent payment under the agreement in the first quarter of 2017.

Capital Lease Obligations

During the third quarter of 2016, the Company leased a Camco Furnace under a three year lease agreement which was accounted for as a capital lease under ASC 840-30; the underlying asset is included in lab equipment and machinery. The current portion of the capital lease obligations of $24,000 is included in accrued liabilities and the non-current portion of $33,000 is included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2017. The capital lease is discounted using an annual rate of 16.7%.  The lease agreement requires annual payments of $31,000, contains a cancellation option after 12 months and automatically transfers ownership of the property to the Company, the lessee, at the end of the lease term.

Depreciation expense of the Camco Furnace recorded under the capital lease obligations was $5,000 for the three months ended March 31, 2017, and none for the three months ended March 31, 2016.

 

 

6. Stockholders’ Equity

Stock-Based Compensation

The fair value of the employee stock options granted during the period was estimated on the respective grant date using a Black-Scholes option-pricing model with the following weighted-average assumptions: 

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Expected term (in years)

 

 

6.0

 

 

 

5.6

 

Risk-free interest rate

 

 

2.1

%

 

 

1.3

%

Expected volatility

 

 

55

%

 

 

45

%

Expected dividend rate

 

 

%

 

 

%

 

10


Stock-based compensation expense, net of estimated forfeitures, was included in the following line items on the Condensed Consolidated Statements of Operations (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Cost of revenue

 

$

65

 

 

$

206

 

Research and development

 

 

182

 

 

 

330

 

Sales and marketing

 

 

59

 

 

 

142

 

General and administrative

 

 

350

 

 

 

444

 

Total stock-based compensation

 

$

656

 

 

$

1,122

 

 

The following table presents stock-based compensation expense, net of estimated forfeitures, by grant type (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Stock options

 

$

581

 

 

$

860

 

Restricted stock awards and restricted stock units (RSUs)

 

 

75

 

 

 

262

 

Total stock-based compensation

 

$

656

 

 

$

1,122

 

 

The following table presents unrecognized compensation expense, net of estimated forfeitures, related to the Company’s equity compensation plans as of March 31, 2017, which is expected to be recognized over the following weighted-average periods (in thousands, except for weighted-average period): 

 

 

 

Unrecognized

 

 

Weighted-

 

 

 

Compensation

 

 

Average Period

 

 

 

Expense

 

 

(in years)

 

Stock options

 

$

2,377

 

 

 

2.9

 

RSUs

 

$

423

 

 

 

2.8

 

 

The following table presents details on grants made by the Company for the following periods: 

 

 

 

 

 

 

 

 

 

 

March 31, 2017

 

 

March 31, 2016

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average Grant

 

 

 

 

 

 

Average Grant

 

 

 

Shares Granted

 

 

Date Fair Value

 

 

Shares Granted

 

 

Date Fair Value

 

Stock options

 

 

1,106,500

 

 

$

0.60

 

 

 

184,000

 

 

$

0.90

 

RSUs

 

 

300,000

 

 

$

0.96

 

 

 

 

 

$

 

 

The total intrinsic value of stock options exercised during the three months ended March 31, 2017 and 2016 was $0 million and $0.2 million, respectively.

RSUs that vested during the three months ended March 31, 2017 and 2016 had fair values of $0.1 million and $0.5 million, respectively, as of the vesting date.

Common Stock

As of March 31, 2017 and December 31, 2016, the Company had reserved shares of common stock for issuance as follows:

 

 

 

As of March 31, 2017

 

 

As of December 31, 2016

 

Number of stock options outstanding

 

 

10,208,689

 

 

 

10,048,607

 

Number of RSUs outstanding

 

 

563,140

 

 

 

323,663

 

Shares available for future grant

 

 

6,933,263

 

 

 

5,163,386

 

Total shares reserved

 

 

17,705,092

 

 

 

15,535,656

 

 

 

11


7. Net Loss per Share

 

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Stock options to purchase common stock

 

 

10,208,689

 

 

 

10,935,662

 

RSUs

 

 

580,640

 

 

 

171,059

 

 

 

8. Income Taxes

The Company follows FASB ASC 740, Income Taxes, for the computation and presentation of its tax provision.

Income tax expense for the three months ended March 31, 2017 was $800 or -0.0137%, on a pretax loss of $5.8 million. The difference between the Company's effective tax rate and the federal statutory rate of 35% is primarily attributable to the differential in nondeductible stock-based compensation expense, other currently nondeductible items and movement in its valuation allowance. The Company maintained a valuation allowance as of March 31, 2017 against all of its deferred tax assets. The Company intends to maintain a full valuation allowance until sufficient positive evidence exists to support its reduction.

 

 

9. Related Party Transactions

In November 2006, the Company entered into an Alliance Agreement with a related party that was a beneficial owner of more than 5% of the Company’s common stock at the time. During 2016, this related party sold all its holdings of the Company’s stock and owned no Company’s common stock as of December 31, 2016. Since November 2006, the agreement has been amended numerous times with the last amendment signed in December 2013. The other party and the Company each have an independent board member that serves on both companies’ boards of directors.

As of March 31, 2017 and December 31, 2016, the Company had no accounts receivable and deferred revenue balance in either period with respect to its related party relationships. The following table presents related party revenue included in the Condensed Consolidated Statement of Operations (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Related party revenue

 

$

383

 

 

$

580

 

Related party cost of revenue

 

$

1

 

 

$

123

 

 

At the annual stockholders meeting in May 2016, a new member was elected to the board of directors of the Company. This independent board member is a managing partner of an investment firm which holds a significant ownership position of the Company.  As of March 31, 2017, the investment firm was a beneficial owner of approximately 29.7% of the Company’s common stock.  The Company incurred a director fees expense of $13,000 to the investment firm for the three months ended March 31, 2017.

 

 

10. Information about Geographic Areas

Revenue

Revenue by geography is based on the billing address of the customer. The following table sets forth revenue by geographic area (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

United States

 

$

4,572

 

 

$

8,489

 

Japan

 

 

 

 

 

313

 

Asia-Pacific ex Japan

 

 

5,373

 

 

 

5,685

 

Europe and Middle East

 

 

 

 

 

31

 

Total

 

$

9,945

 

 

$

14,518

 

 

12


Long-Lived Assets

Substantially all of the Company’s long-lived assets are located in the U.S.  An insignificant amount of long-lived assets reside in the Company’s foreign subsidiaries and branches in Hong Kong, Japan and Taiwan.

 

11. Restructuring Charges

 

In March, 2017, the Company initiated a reduction in force to reduce non-core activities and operating costs and to improve profitability. The reduction in force constituted approximately 18% of the Company’s global workforce. As a result of the reduction in force, the Company recorded expenses related to employee severance and termination benefits of approximately $1.3 million, which was recognized during the three months ended March 31, 2017. The restructuring charges are scheduled to be substantially paid before June 30, 2017. All such related expenses are recorded within “Restructuring charges” on the Condensed Consolidated Statements of Operations, and related accruals are included in accrued liabilities and accrued compensation and employee benefits on the Condensed Consolidated Balance Sheets. The following table presents severance and related expenses and payments (in thousands) as of March 31, 2017.

 

 

 

As of

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

December 31, 2016

 

 

Charge

 

 

Cash   Payments

 

 

March 31, 2017

 

Severance and related expenses

 

$

 

 

$

1,348

 

 

$

(56

)

 

$

1,292

 

 

During September 2016, Company initiated a reduction in force to improve its cost structure and align spending with continuing operations plans. The reduction constituted approximately 13% of the company’s global workforce. As a result of reduction in force, the company recorded expenses related to employee severance and termination benefits of approximately $1.1 million. All of the expenses related to September 2016 reduction in force has been paid out as of March 2017.

 

 

13


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. Our MD&A is organized as follows:

 

Overview. Discussion of our business and overall analysis of financial and other highlights affecting our company in order to provide context for the remainder of MD&A.

 

Strategy. Our overall strategy.

 

Basis of Presentation. A summary of the primary elements of our financial results.

 

Critical Accounting Estimates. Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

 

Results of Operations. An analysis of our financial results comparing the three months ended March 31, 2017 to the three months ended March 31, 2016.

 

Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and sources of liquidity.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (Form 10-Q) and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 (2016 Form 10-K), as filed with the Securities and Exchange Commission. This Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are often identified by the use of words such as, but not limited to, “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” in Part II, Item 1A of this Form 10-Q and in our 2016 Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are a partner for the innovation of advanced materials using high throughput experimentation.  Advanced materials are critical to sustaining and advancing many industries, including the semiconductor, consumer electronics, aerospace and automotive industries. Using traditional experimental techniques, it can take many years to discover new advanced materials and many more years to deploy them in the marketplace.  By leveraging our proprietary HPC platform and multi-disciplinary development team, we strive to enable our customers to more rapidly discover advanced materials and tailor them to suit their needs.  

We were founded in 2004 and are headquartered in San Jose, California. Our total revenue decreased to $9.9 million for the three months ended March 31, 2017 from $10.5 million for the three months ended December 31, 2016.  Our net loss increased to $5.8 million for the three months ended March 31, 2017 from a net loss of $3.0 million for the three months ended December 31, 2016.  Since inception, we have incurred net losses leading to an accumulated deficit of $174.2 million as of March 31, 2017.

14


Strategy

We currently target large markets that rely on advanced materials for differentiation.  Within these broad markets, we target customers that have track records of technological innovation, have significant materials-based research and development (R&D), and are pursuing technical advancements that are critical to their success and strategy. Generally, our approach is most relevant to industries that rely heavily upon advanced thin film materials such as those achieved using physical vapor deposition (PVD) and atomic layer deposition (ALD) processing tools; however, our approach is also relevant to discovering and understanding advanced materials more broadly, including advanced bulk materials such as metal alloys.  Historically, we have partnered most extensively in the semiconductor industry and particularly in the area of semiconductor memory such as dynamic RAM (DRAM) and new non-volatile memory (NVM) technologies.  Going forward, we currently plan to continue growing our footprint within semiconductors, while expanding our engagements in areas such as architectural glass, industrial coating and alloys.

Basis of Presentation

How We Generate Revenue

Our customer engagement process primarily generates revenue in two ways: program revenue; and licensing and royalty revenue.  Programs are our primary engagement model with customers and are structured to result in program fees, and in some cases licensing and/or royalty revenue arrangements.

 

Program revenue.   Program revenue may include payments for research services, milestone payments, and subscription payments for dedicated and shared workflow tools used in the programs and reimbursed payments for consumables and outside services from third parties. Individual programs typically range from six months up to three years. We recognize program revenue in a manner consistent with activities performed. As we engage new customers and negotiate extensions for existing customer agreements that are nearing completion, we expect program revenue to continue to fluctuate.

 

Licensing and royalty revenue.   Licensing and royalty revenue consists of licensing fees and royalties for granting our customers rights to our proprietary technology and intellectual property (IP). Specifically, this includes licensing the HPC capabilities of our workflows, licensing our informatics and analysis software, and licensing fees and royalties on products commercialized by our customers that incorporate technology developed through our programs. In certain instances, minimum license fees and royalties may be guaranteed by customer contracts and are recognized as revenue ratably over the related periods. In addition, licensing and royalty revenue may include sale of intellectual property when title transfers if there are no remaining deliverables related to the intellectual property transfer. We anticipate our licensing and royalty revenue to continue to fluctuate based on the timing and amount of minimum license fees guaranteed by certain customer contracts and the timing of customer reported volume-based royalties.

Cost of Revenue

Our cost of revenue is variable and depends on the product mix and type of revenue earned in each period relating to our customer programs.

 

Cost of program revenue.  Our cost of program revenue primarily consists of salaries and other personnel-related expenses, including stock-based compensation, for our research and development scientists, engineers and development fab process operations employees. Additionally, our cost of revenue includes costs of wafers, targets, materials, program-related supplies, third-party professional fees and depreciation of equipment used in programs. We include inventory obsolescence and customer related asset impairments in cost of program revenue.

 

Cost of licensing and royalty revenue.  Our cost of licensing and royalty revenue has, and we expect will continue to, primarily consist of the amortization of acquired patents, which were acquired as part of our Symyx asset purchase in November 2011, and licensing obligations.

Research and Development

Our R&D expenses consist of costs incurred for development and continuous improvement of our HPC platform, expansion of software capabilities and application research and development that are not associated with customer programs. R&D costs include personnel-related expenses, including stock-based compensation expenses, for our technical staff as well as consultant costs, parts and prototypes, wafers, chemicals, supply costs, facilities costs, utilities costs related to laboratories and offices occupied by technical staff, depreciation on equipment used by technical staff, long-lived R&D assets impairment, and outside services, such as machining and third-party R&D costs. We recognize R&D overhead costs that are not allocated to a customer program as expenses within R&D.

15


Sales and Marketing

Our sales and marketing expenses consist primarily of personnel-related costs, including stock-based compensation, for our sales and marketing employees, as well as payments of commissions to our sales employees, facility costs and professional expenses. Professional expenses consist of external website and marketing communication consulting costs and market research.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs, including stock-based compensation, as well as professional services and facilities costs related to our executive, finance, legal, human resources, management information systems and information technology functions. Professional services consist of outside accounting, information technology, consulting and legal costs. We also incur significant accounting and legal costs related to compliance with rules and regulations enacted by the Securities and Exchange Commission, including the costs of maintaining compliance with Section 404 of the Sarbanes-Oxley Act, as well as insurance, investor relations and other costs associated with being a public company .

Interest income (expense), net

Interest expense consists primarily of interest on a capital lease initiated in July 2016. Interest income represents interest earned on our cash, cash equivalents and investments. We expect interest income will vary each reporting period depending on our average investment balances during the period and market interest rates.

Other Income, net

Other income primarily consisted of sublease income that we receive from subleasing a portion of our office space under a sublease agreement entered into in December 2015.  The term of the lease is for three years and annual gross rent is approximately $0.3 million. The sublessee moved in and occupied the space during the second quarter of 2016. Other income (expense) also includes foreign exchange gains and losses that have not been significant.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States and include our accounts and the accounts of our wholly-owned subsidiaries. The preparation of our consolidated financial statements requires our management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosures for contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements which, in turn, could change the results from those reported. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.

There have been no material changes in the matters for which we make critical accounting estimates in the preparation of our condensed consolidated financial statements during the three months ended March 31, 2017 as compared to those disclosed in our 2016 Form 10-K. For further information on our critical and other significant accounting policies, see our 2016 Form 10-K.

Recent Accounting Pronouncements

See Note 1 of the Notes to Condensed Consolidated Financial Statements included in this Form 10-Q for recent accounting pronouncements that could have an effect on us.

16


Results of Operations

Comparison of the Three Ended March 31, 2017 and 2016

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

$ Change

 

 

% Change

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Program revenue

 

$

6,812

 

 

$

11,961

 

 

$

(5,149

)

 

 

-43

%

Licensing and royalty revenue

 

 

3,133

 

 

 

2,557

 

 

 

576

 

 

 

23

%

Total revenue

 

 

9,945

 

 

 

14,518

 

 

 

(4,573

)