|
FORM 10-K
|
(Mark One)
|
|
|
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2013
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Intermolecular, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
|
|
20-1616267
(I.R.S. Employer Identification No.)
|
3011 N. First Street
San Jose, California
(Address of Principal Executive Offices)
|
|
95134
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.001 par value
|
|
The NASDAQ Global Select Market
|
Large accelerated filer
o
|
|
Accelerated filer
ý
|
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
Page
|
PART I
|
||
PART II
|
||
PART III
|
||
PART IV
|
||
•
|
Equipment suppliers.
Equipment suppliers provide high-volume manufacturing solutions that are not purpose-built for researching the interaction of advanced materials, processes, integration and device architectures. Additionally, they provide solutions that are not always uniquely tailored to specific customer applications.
|
•
|
Industry consortia.
Industry consortia provide solutions that offer no competitive differentiation because the customer must share the IP with all consortium participants, including competitors.
|
•
|
Alliance partnerships.
Alliance partnerships impose limitations on the overall outcome, as they are typically structured to find generic solutions rather than the solutions for a particular application. Additionally, these generic solutions are offered to a small set of competitors and are not customer-specific or application-specific.
|
•
|
University research.
University research provides theoretical solutions requiring additional work and time to commercialize, since this work typically does not address manufacturing or commercialization challenges.
|
•
|
Third-party IP licensing.
Third-party IP licensing is primarily used for defensive purposes or market access. Those who cross-license IP do not necessarily receive a solution that is specific to the customer, manufacturing process or application, and the received solution is not differentiated from what their competitors receive through the same license.
|
•
|
Tempus HPC processing.
We use our Tempus HPC processing tools to rapidly process different experiments consisting of various combinations of materials, processing parameters, sequencing and device structures. We are able to perform up to 192 experiments on a single substrate, as compared to conventional methods, which typically allow only a single experiment at a time.
|
•
|
Automated characterization.
We use automated characterization systems to characterize the substrates processed by our Tempus HPC processing tools, thereby generating experimental data at a speed that matches our processing throughput.
|
•
|
Informatics and analysis software.
We use our informatics and analysis software to automate experiment generation, characterization, data analysis and reporting (in each case matching our processing throughput), and to create an aggregated and searchable database of information that includes the experimental results we generate.
|
•
|
Accelerated time-to-market with better, lower-cost products.
Faster processing of experiments, throughput-matched characterization and real-time data management and analysis allow additional learning cycles and broader exploration of materials and process solution combinations. In highly competitive markets, the resulting speed to market with improved, lower-cost products enables our customers to gain market share and improve profitability.
|
•
|
Development of application and manufacturing-ready IP tailored to our customers' specifications.
When we engage in a CDP with our customers, we use our HPC platform and customized workflows to develop IP-protected, proprietary technology that is tailored to our customers' applications and ready for high-volume manufacturing. We provide our customers rights to the IP for their applications primarily through royalty-bearing licenses.
|
•
|
Increased R&D productivity and reduced technology risk.
Using our combinatorial processes, we narrow the potential combinations of advanced materials, processes and device architecture solutions through a series of increasingly rigorous screening stages to guide the selection of solutions that meet device performance requirements and that are cost-efficient and ready for high-volume manufacturing. The combinatorial process of screening and evaluating these solutions and their manufacturability mitigates our customers' technology risk earlier in the development cycle.
|
•
|
Proprietary and patented HPC platform.
Our HPC platform employs proprietary and patented combinatorial methods to parallel and rapid-serial process up to 192 experiments on a single substrate as compared to conventional methods, which typically allow only a single experiment at a time. As of December 31, 2013, we owned or had exclusive rights within our field of use to 1,230 U.S. patents and patent applications (some of which also have foreign counterparts), which provide us with a competitive advantage in the use of combinatorial methods and systems in our target markets.
|
•
|
Flexible technology platform configurable for and extendable to multiple markets.
Our HPC platform can be configured for many applications and extended to address the broad set of integrated device markets. Because of the similarities
and synergies
in materials deposition, manufacturing processes and device integration complexities across markets, our platform allows us to create customized workflows and support innovation across multiple markets.
|
•
|
Seasoned engineering team with multi-disciplinary expertise.
We have assembled a multi-disciplinary team of approximately 200 scientists and engineers, of whom approximately 40% have Ph.D.s, with expertise across various disciplines, fields and technologies, including materials science, chemistry, physics, engineering, process equipment development, software and informatics, process development and integration, device technologies and device integration.
|
•
|
Deep expertise in advanced materials, processes, integration and device architectures.
We have accelerated innovation for a broad set of customers across multiple markets. During a CDP, our team and our platform enable more rapid comprehension and learning about advanced materials, processes, integration and device architectures, some of which is applicable across markets. We aggressively protect IP that we generate with customers. IP such as materials characteristics, optimized processes and interoperability of systems and architectures can be applicable beyond the field of use of the CDP and can benefit new customers without impacting competitive differentiation of current customers.
|
•
|
Collaborative customer engagements leading to IP generation and strategic alignment.
Customers pay us development service and HPC platform subscription fees during multi-year CDPs.
We grant them rights to proprietary technology and IP developed during our collaborations.
As customers successfully commercialize products incorporating technology developed through the CDPs, we receive licensing fees and/or royalties. In certain cases, we sell HPC processing tools to our customers, and customers pay us a license fee for use of our
|
•
|
Attractive business model with contracted CDP revenue and recurring high-margin royalties.
Our multi-year CDPs generate predictable CDP and services revenue from our customers. Our CDPs also establish the terms upon which we will receive licensing and royalty revenue from the sale of our customers' products that incorporate technology developed through our CDPs. These licensing and royalty arrangements create a business model with attractive margins and a high degree of near-term visibility. Licensing and royalty revenue over the past three years has accounted for
22%
, 24%, and 27% of revenue in the years ended December 31, 2013, 2012 and 2011, respectively, and we expect the percentage will increase going forward as more of our customers license our developed technology and commercialize and ramp production of products incorporating technology developed through our CDPs.
|
•
|
Target large, high-volume semiconductor markets.
We target customers in large, high-volume semiconductor markets, including DRAM, flash memory and complex logic. Success in these markets requires semiconductor companies to consistently remain at the leading edge of cost and performance, which demands innovation around materials science, processes, integration and device architectures.
|
•
|
Target large, high-growth, emerging clean energy markets.
We target customers in large clean energy markets with high growth or continued high growth potential, including the markets for flat glass coatings and glass-based devices, thin film and crystalline solar cells, LEDs and other energy efficiency technologies. We believe we can deliver significant improvements in cost, performance and manufacturability in these markets with our HPC platform.
|
•
|
Engage with existing and potential market leaders in our target markets.
We enter into CDPs with companies that are well-positioned to lead their markets. We engage with customers that have track records of technological innovation, deploy significant resources and are pursuing advancements that are critical to their success and strategy.
|
•
|
Create proprietary IP with our customers.
We develop differentiated, IP-protected technologies with our customers, and we grant them rights to these technologies and IP, primarily through royalty-bearing licenses. We structure our customer engagements so that our business interests align with their market success.
|
•
|
Enhance our HPC platform and multi-disciplinary team.
We continue to develop, broaden and protect our processing, characterization, data analysis and workflow capabilities. To enhance our existing platform, we recruit personnel with broad, highly technical skill sets.
|
•
|
Explore and develop new technologies in high-volume integrated devices.
We will continue to explore and internally develop new technologies and expertise to serve future customers in our targeted markets, including, in particular, clean energy. We will focus these efforts in markets that are in the early stages of development to speed innovation, capture value and facilitate success for customers.
|
•
|
Primary Screening.
Primary screening
incorporates and
focuses on materials discovery. Materials are screened for certain properties to select possible candidates for a next level of screening. In the initial primary screening there may be thousands of candidates that are subsequently reduced to hundreds of candidates.
|
•
|
Secondary Screening.
Solution candidate materials from primary screening are advanced to secondary screening processes that will examine materials and unit process development. In this secondary screening, processes and integration are considered to narrow the candidates from hundreds of candidates to tens of candidates.
|
•
|
Tertiary Screening.
Solution candidate materials and process conditions that continue to meet or exceed the defined criteria through the secondary screening stage are then either transferred to our customer or processed internally for additional characterization and scale up. These candidates are then characterized on a larger scale, and correlation of the desired process is developed to allow the transfer of the developed technology to a manufacturing scale process.
|
•
|
Manufacturing and Commercialization.
Once a candidate has passed this development scale analysis, it is ready for commercialization and the customer will decide whether to commercialize the developed technology.
|
•
|
Tempus F-10.
A stand-alone system used for primary screening through the automatic creation of formulations, especially those involving powders and viscous liquids.
|
•
|
Tempus F-20.
A stand-alone system for materials and process screening, which is used for library creation as well as processing of wafer coupons. This product can be used for primary or secondary screening, depending on the reactor block design and the substrate type.
|
•
|
Tempus F-30.
A stand-alone system for integration and tertiary scale up screening, which is used to scale up the most promising results from primary and secondary screening to full patterned wafer processing.
|
•
|
Tempus P-30 HPC Physical Vapor Deposition (PVD).
A 300mm chamber with the ability to use up to four PVD sources and three optional deposition methods (including DC, RF and pulse DC) on a vast range of film thicknesses and/or compositions and/or film stacks within each site-isolated region of a substrate.
|
•
|
Tempus A-30 HPC Atomic Layer Deposition (ALD).
A 300mm chamber capable of site isolation of both metal and dielectric films across quadrants of the wafer, with the ability to introduce variation of film thickness and/or composition and/or film stacks within each quadrant.
|
•
|
Tempus ST-30 Surface Treatment.
A 300mm chamber capable of exposing critical layers pre or post dry
deposition at variable temperatures to different chemistries which can be modulated by the chamber's downstream plasma source.
|
•
|
Tempus AP-30.
A configurable platform with multiple A-30, P-30 or ST-30 chambers and common support modules to facilitate
in-
situ processing of ALD, PVD or Surface Treatment for rapid screening of thin-film metal alloys, dielectrics and multilayer stacks. Processes can be scaled to facilitate high-volume manufacturing.
|
•
|
Workflow Management Software.
Manages the design and process of experiments, metrology and collection of data and summarizes aggregated data for the various working teams in the form of status reports; provides our customers with real-time access to results of our experiments and analysis.
|
•
|
Analysis and Reporting Software.
Provides data and analysis tools to evaluate process distributions, correlate electrical distributions, map defectivity distributions, perform spectral analysis and facilitate interactive creation of summary reporting.
|
•
|
Security and Collaboration Management Software.
Provides secure communication between geographically dispersed working teams, ensures the security of created documentation and presentations, manages the minutes for meetings, provides programs and project plans to coordinate working teams, shares summary reports across the working team and provides reviews of finished processes and status of ongoing processes.
|
•
|
Integration Services.
Facilitate collaboration between our tools and the customer's process and metrology tools, automate the recipe loading, automate data collection and leverage software to customize reports.
|
•
|
Combinatorial systems and methods related to fluids-based processing.
|
•
|
Combinatorial systems and methods related to vacuum-based processes, including deposition and etch.
|
•
|
Systems and methods for site-isolated processing.
|
•
|
Combinatorial systems and methods related to high-volume manufacturing.
|
•
|
Processing techniques using combinatorial and non-combinatorial methods.
|
▪
|
our dependence on a limited number of customers;
|
▪
|
the length of our sales cycles for CDPs, which makes it difficult to predict the timing of new or expanded CDPs;
|
▪
|
the length of our development cycles for CDPs, which makes it difficult to predict the timeframe in which technology developed under CDPs will be available for commercialization;
|
▪
|
fluctuations in the volume and prices of products manufactured and sold by our customers that use or incorporate technology developed under our CDPs ("CDP Products") and that generate licensing and royalty revenue for us;
|
▪
|
our revenue mix, which may vary from quarter to quarter as (i) we enter into new CDPs and related customer arrangements; (ii) existing CDPs, particularly for significant customers, are completed, extended, or undergo a change in scope; (iii) licensing arrangements take effect; (iv) we enter into product sale transactions and/or (v)
|
▪
|
the highly cyclical nature of and price volatility in the semiconductor industry;
|
▪
|
the financial stability of any of our customers;
|
▪
|
the timing and extent to which we enter into new CDPs or complete, extend the duration, expand the scope or reduce the duration or scope of existing CDPs;
|
▪
|
one-time offsets to revenue associated with the vesting of contingent warrants issued to two of our customers that are currently outstanding;
|
▪
|
non-cash charges relating to stock-based compensation, amortization of intangible assets, write-down expenses related to inventory, and impairment expenses related to long-lived assets;
|
▪
|
any involvement in significant litigation, and in particular intellectual property litigation;
|
▪
|
any payments resulting from our intellectual property indemnification policies and obligations;
|
•
|
any need for significant additional capital to finance our business;
|
•
|
any delay in shipments caused by shortages of components used or incorporated in products sold into the market, design errors, manufacturing problems, or difficulties or delays gaining required export licenses for such products;
|
•
|
warranty claims, product recalls and product liability for our HPC tools and for CDP Products; and
|
•
|
business interruptions such as earthquakes and other natural disasters.
|
•
|
We may be unable to achieve broad customer acceptance of our HPC platform and approach as an alternative to conventional research and development activities.
|
•
|
We may be unable to successfully collaborate with all of our customers to achieve the technological innovations sought by our customers.
|
•
|
Our customers may not be successful in commercializing products that use or incorporate technology and IP developed under our CDPs with them.
|
•
|
Existing and potential customers may be resistant to paying license and royalty fees; and we may face challenges in monitoring and enforcing royalty agreements with existing customers.
|
•
|
the limited number of customers that are appropriate sales targets for our platform and that are willing to enter into licensing agreements with us;
|
•
|
our ability to enter into CDPs with customers who are or will become market leaders in larger, growing market segments;
|
•
|
our customers' budgetary constraints and internal review procedures that must be completed to begin collaboration with us, including but not limited to those customers whose R&D expenditure and product purchasing decisions are impacted by potential delays in or cancellation of funding by governmental agencies; and
|
•
|
the significant cultural transition required for a customer's internal R&D team to embrace us as a collaborative partner.
|
•
|
improve our R&D efforts;
|
•
|
improve our sales, marketing and customer support programs;
|
•
|
enhance our operational and financial control systems;
|
•
|
expand, train and manage our employee base and promptly replace departing employees with key skills; and
|
•
|
effectively address new issues related to our growth as they arise.
|
•
|
fluctuations in our financial results or outlook, or those of our customers or of companies perceived to be similar to us;
|
•
|
changes in estimates of our financial results or recommendations by securities analysts;
|
•
|
changes in market valuations of similar companies;
|
•
|
changes in our capital structure, such as future issuances of securities or the incurring of debt;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions or strategic alliances; and
|
•
|
litigation involving us, our general industry or both;
|
•
|
additions or departures of key personnel;
|
•
|
regulatory developments in the U.S., countries in Asia, and/or other foreign countries;
|
•
|
investors' general perception of us; and
|
•
|
general economic and political conditions in the US and globally, such as recessions, interest rate changes and international currency fluctuations.
|
•
|
staggered board of directors;
|
•
|
authorizing the board to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
|
•
|
authorizing the board to amend our bylaws and to fill board vacancies until the next annual meeting of the stockholders;
|
•
|
prohibiting stockholder action by written consent;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
eliminating the ability of our stockholders to call special meetings; and
|
•
|
requiring advance notification of stockholder nominations and proposals.
|
|
Low
|
|
High
|
||||
Fiscal Year Ended December 31, 2013
|
|
|
|
||||
First Quarter
|
$
|
8.25
|
|
|
$
|
10.69
|
|
Second Quarter
|
$
|
7.00
|
|
|
$
|
10.20
|
|
Third Quarter
|
$
|
5.46
|
|
|
$
|
7.54
|
|
Fourth Quarter
|
$
|
4.86
|
|
|
$
|
6.41
|
|
|
|
|
|
||||
|
Low
|
|
High
|
||||
Fiscal Year Ended December 31, 2012
|
|
|
|
||||
First Quarter
|
$
|
5.01
|
|
|
$
|
9.55
|
|
Second Quarter
|
$
|
5.87
|
|
|
$
|
7.75
|
|
Third Quarter
|
$
|
6.40
|
|
|
$
|
8.00
|
|
Fourth Quarter
|
$
|
6.31
|
|
|
$
|
9.28
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CDP and services revenue
|
|
$
|
45,744
|
|
|
$
|
47,468
|
|
|
$
|
36,733
|
|
|
$
|
27,705
|
|
|
$
|
14,182
|
|
Product revenue
|
|
6,726
|
|
|
3,495
|
|
|
2,717
|
|
|
6,959
|
|
|
9,065
|
|
|||||
Licensing and royalty revenue
|
|
14,936
|
|
|
15,864
|
|
|
14,380
|
|
|
8,010
|
|
|
3,663
|
|
|||||
Total revenue
|
|
67,406
|
|
|
66,827
|
|
|
53,830
|
|
|
42,674
|
|
|
26,910
|
|
|||||
Cost of revenue
|
|
32,485
|
|
|
28,403
|
|
|
25,469
|
|
|
20,926
|
|
|
13,018
|
|
|||||
Gross profit
|
|
34,921
|
|
|
38,424
|
|
|
28,361
|
|
|
21,748
|
|
|
13,892
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
24,502
|
|
|
21,839
|
|
|
19,260
|
|
|
13,917
|
|
|
10,983
|
|
|||||
Sales and marketing
|
|
6,475
|
|
|
5,433
|
|
|
4,285
|
|
|
4,074
|
|
|
3,211
|
|
|||||
General and administrative
|
|
11,973
|
|
|
10,868
|
|
|
8,534
|
|
|
5,761
|
|
|
4,867
|
|
|||||
Total operating expenses
|
|
42,950
|
|
|
38,140
|
|
|
32,079
|
|
|
23,752
|
|
|
19,061
|
|
|||||
(Loss) income from operations
|
|
(8,029
|
)
|
|
284
|
|
|
(3,718
|
)
|
|
(2,004
|
)
|
|
(5,169
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest (expense) income, net
|
|
(830
|
)
|
|
(1,004
|
)
|
|
(87
|
)
|
|
43
|
|
|
(6
|
)
|
|||||
Other income (expense), net
|
|
57
|
|
|
15
|
|
|
(26,167
|
)
|
|
202
|
|
|
(62
|
)
|
|||||
Total other income (expense), net
|
|
(773
|
)
|
|
(989
|
)
|
|
(26,254
|
)
|
|
245
|
|
|
(68
|
)
|
|||||
Loss before provision for income taxes
|
|
(8,802
|
)
|
|
(705
|
)
|
|
(29,972
|
)
|
|
(1,759
|
)
|
|
(5,237
|
)
|
|||||
Provision for income taxes
|
|
17
|
|
|
51
|
|
|
43
|
|
|
19
|
|
|
17
|
|
|||||
Net loss
|
|
(8,819
|
)
|
|
(756
|
)
|
|
(30,015
|
)
|
|
(1,778
|
)
|
|
(5,254
|
)
|
|||||
Accretion on redeemable convertible preferred stock
|
|
—
|
|
|
—
|
|
|
(8,660
|
)
|
|
(14,162
|
)
|
|
(9,170
|
)
|
|||||
Net loss attributable to common stockholders
|
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(38,675
|
)
|
|
$
|
(15,940
|
)
|
|
$
|
(14,424
|
)
|
Net loss per share of common stock, basic and diluted
|
|
$
|
(0.20
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(3.99
|
)
|
|
$
|
(2.86
|
)
|
|
$
|
(2.62
|
)
|
Weighted-average number of shares used in computing net loss per share of common stock, basic and diluted
|
|
44,958,120
|
|
|
42,966,448
|
|
|
9,698,880
|
|
|
5,567,286
|
|
|
5,511,889
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (unaudited)
|
|
$
|
6,907
|
|
|
$
|
12,895
|
|
|
$
|
6,367
|
|
|
$
|
4,589
|
|
|
$
|
272
|
|
Adjusted earnings (unaudited)
|
|
$
|
(3,336
|
)
|
|
$
|
2,896
|
|
|
$
|
(842
|
)
|
|
$
|
(358
|
)
|
|
$
|
(4,131
|
)
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
|
$
|
72,083
|
|
|
$
|
78,283
|
|
|
$
|
81,002
|
|
|
$
|
23,064
|
|
|
$
|
32,620
|
|
Working capital
|
|
67,396
|
|
|
52,207
|
|
|
74,665
|
|
|
4,825
|
|
|
16,389
|
|
|||||
Total assets
|
|
124,482
|
|
|
123,685
|
|
|
127,814
|
|
|
55,571
|
|
|
54,469
|
|
|||||
Long-term debt, including current portion
|
|
25,000
|
|
|
26,514
|
|
|
27,318
|
|
|
—
|
|
|
—
|
|
|||||
Preferred stock warrant liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
159
|
|
|||||
Redeemable convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,633
|
|
|
55,633
|
|
|||||
Accumulated accretion of redeemable convertible preferred stock to redemption values
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,426
|
|
|
20,264
|
|
|||||
Total stockholders' equity (deficit)
|
|
$
|
84,852
|
|
|
$
|
85,517
|
|
|
$
|
80,173
|
|
|
$
|
(64,356
|
)
|
|
$
|
(49,889
|
)
|
•
|
Adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;
|
•
|
Adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and
|
•
|
Other companies, including companies in our industry, may calculate adjusted EBITDA measures differently, which reduces their usefulness as a comparative measure.
|
•
|
Adjusted earnings do not reflect our cash expenditures for capital equipment or other contractual commitments;
|
•
|
Adjusted earnings do not reflect changes in, or cash requirements for, our working capital needs; and
|
•
|
Other companies, including companies in our industry, may calculate adjusted earnings measures differently, which reduces their usefulness as a comparative measure.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
Adjusted EBITDA:
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Net loss
|
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(30,015
|
)
|
|
$
|
(1,778
|
)
|
|
$
|
(5,254
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue(1)
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|||||
Interest, net
|
|
830
|
|
|
1,004
|
|
|
641
|
|
|
13
|
|
|
48
|
|
|||||
Provision for taxes
|
|
17
|
|
|
51
|
|
|
43
|
|
|
19
|
|
|
17
|
|
|||||
Depreciation, amortization and impairments
|
|
9,396
|
|
|
8,944
|
|
|
7,079
|
|
|
4,971
|
|
|
4,380
|
|
|||||
Mark-to-market derivative liability
|
|
—
|
|
|
—
|
|
|
25,865
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense(2)
|
|
5,483
|
|
|
3,652
|
|
|
2,442
|
|
|
1,364
|
|
|
1,081
|
|
|||||
Adjusted EBITDA
|
|
$
|
6,907
|
|
|
$
|
12,895
|
|
|
$
|
6,367
|
|
|
$
|
4,589
|
|
|
$
|
272
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
Adjusted Earnings:
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Net loss
|
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(30,015
|
)
|
|
$
|
(1,778
|
)
|
|
$
|
(5,254
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue(1)
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (preferred stock warrant mark-to-market)
|
|
—
|
|
|
—
|
|
|
554
|
|
|
56
|
|
|
42
|
|
|||||
Mark-to-market derivative liability
|
|
—
|
|
|
—
|
|
|
25,865
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense(2)
|
|
5,483
|
|
|
3,652
|
|
|
2,442
|
|
|
1,364
|
|
|
1,081
|
|
|||||
Adjusted earnings
|
|
$
|
(3,336
|
)
|
|
$
|
2,896
|
|
|
$
|
(842
|
)
|
|
$
|
(358
|
)
|
|
$
|
(4,131
|
)
|
(1)
|
Reduction in revenue as a result of common stock warrants issued in connection with a customer agreement
|
(2)
|
Includes stock-based compensation as follows:
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Cost of revenues
|
|
$
|
1,453
|
|
|
$
|
1,011
|
|
|
$
|
622
|
|
|
$
|
285
|
|
|
$
|
134
|
|
Research and development
|
|
1,301
|
|
|
872
|
|
|
462
|
|
|
204
|
|
|
222
|
|
|||||
Sales and marketing
|
|
1,175
|
|
|
774
|
|
|
770
|
|
|
422
|
|
|
378
|
|
|||||
General and administrative
|
|
1,554
|
|
|
995
|
|
|
588
|
|
|
453
|
|
|
347
|
|
|||||
Total stock-based compensation
|
|
$
|
5,483
|
|
|
$
|
3,652
|
|
|
$
|
2,442
|
|
|
$
|
1,364
|
|
|
$
|
1,081
|
|
•
|
Overview
. Discussion of our business and overall analysis of financial and other highlights affecting the 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 year ended December 31, 2013 to the year ended December 31, 2012.
|
•
|
Liquidity and Capital Resources
. An analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and potential sources of liquidity.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
CDP and services revenue
|
$
|
45,744
|
|
|
$
|
47,468
|
|
|
$
|
36,733
|
|
Product revenue
|
6,726
|
|
|
3,495
|
|
|
2,717
|
|
|||
Licensing and royalty revenue
|
14,936
|
|
|
15,864
|
|
|
14,380
|
|
|||
Total revenue
|
$
|
67,406
|
|
|
$
|
66,827
|
|
|
$
|
53,830
|
|
•
|
CDP and services revenue.
CDP revenue may include payments for full time equivalent employees, milestone payments, subscription payments for dedicated and shared workflow tools used in the CDP and reimbursed payments for consumables and outside services from third parties. Individual CDPs typically range from one to three years. Services revenue outside of CDPs is substantially comprised of support and maintenance fees and extended warranty agreements. CDP and services revenue is recognized in a manner consistent with activities performed. During the year ending December 31, 2014, as a result of certain CDPs being completed in 2014, we expect a decrease in CDP and services revenue.
|
•
|
Product revenue.
Product revenue consists of sales of our workflow hardware and embedded software. In support of our business strategy, we selectively sell our proprietary tools to increase opportunities for CDPs and licensing fees and royalties. As our other revenue streams increase we expect our product revenue to decrease as a percentage of our overall revenue. Product revenue is recognized upon shipment (title and risk of loss passed to the customer), and customer acceptance, if required, is achieved.
|
•
|
Licensing and royalty revenue.
Licensing and royalty revenue consists of licensing fees and royalties for granting our customers rights to our proprietary technology and 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 CDPs. In certain
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenues:
|
|
|
|
|
|
||||||
Cost of CDP and services revenue
|
$
|
29,063
|
|
|
$
|
26,492
|
|
|
$
|
23,761
|
|
Cost of product revenue
|
3,175
|
|
|
1,635
|
|
|
953
|
|
|||
Cost of licensing and royalty revenue
|
247
|
|
|
276
|
|
|
755
|
|
|||
Total cost of revenues
|
$
|
32,485
|
|
|
$
|
28,403
|
|
|
$
|
25,469
|
|
•
|
Cost of CDP and services revenue.
Our cost of CDP and services revenue is primarily comprised of salaries and other personnel-related expenses (including stock-based compensation) for our collaborative 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 CDPs.
|
•
|
Cost of product revenue.
Our cost of product revenue primarily includes our cost of products sold. Our cost of product revenue will fluctuate based on the type of product and configuration sold. Cost of product revenue is recognized upon product shipment and customer acceptance, if required. The variability in cost of product revenue as a percentage of revenue is related to the quantity and configuration of products sold during the period.
|
•
|
Cost of licensing and royalty revenue.
Our cost of licensing and royalty revenue prior to January 1, 2012 included license fees paid to Symyx. As part of our completion of the Symyx asset purchase transaction in November 2011, in connection with our initial public offering, we no longer have an obligation to pay licensing fees to Symyx for any period on or after January 1, 2012. In 2012 and 2013, our cost of licensing and royalty revenue has been, and we expect will continue to be, primarily comprised of the amortization of acquired patents and licensing obligations.
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
CDP and services revenue
|
$
|
45,744
|
|
|
$
|
47,468
|
|
|
$
|
(1,724
|
)
|
|
(4
|
)%
|
Product revenue
|
6,726
|
|
|
3,495
|
|
|
3,231
|
|
|
92
|
%
|
|||
Licensing and royalty revenue
|
14,936
|
|
|
15,864
|
|
|
(928
|
)
|
|
(6
|
)%
|
|||
Total revenue
|
67,406
|
|
|
66,827
|
|
|
579
|
|
|
1
|
%
|
|||
Cost of revenue
|
32,485
|
|
|
28,403
|
|
|
4,082
|
|
|
14
|
%
|
|||
Gross profit
|
34,921
|
|
|
38,424
|
|
|
(3,503
|
)
|
|
(9
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Research and development
|
24,502
|
|
|
21,839
|
|
|
2,663
|
|
|
12
|
%
|
|||
Sales and marketing
|
6,475
|
|
|
5,433
|
|
|
1,042
|
|
|
19
|
%
|
|||
General and administrative
|
11,973
|
|
|
10,868
|
|
|
1,105
|
|
|
10
|
%
|
|||
Total operating expenses
|
42,950
|
|
|
38,140
|
|
|
4,810
|
|
|
13
|
%
|
|||
(Loss) income from operations
|
(8,029
|
)
|
|
284
|
|
|
(8,313
|
)
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
(830
|
)
|
|
(1,004
|
)
|
|
174
|
|
|
|
|
|||
Other income, net
|
57
|
|
|
15
|
|
|
42
|
|
|
|
|
|||
Total other income (expense), net
|
(773
|
)
|
|
(989
|
)
|
|
216
|
|
|
|
|
|||
Loss before provision for income taxes
|
(8,802
|
)
|
|
(705
|
)
|
|
(8,097
|
)
|
|
|
|
|||
Provision for income taxes
|
17
|
|
|
51
|
|
|
(34
|
)
|
|
|
|
|||
Net loss
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(8,063
|
)
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
2013
|
|
2012
|
||||||||||
|
Revenues
|
|
% of Revenues
|
|
Revenues
|
|
% of Revenues
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
United States
|
$
|
47,752
|
|
|
71
|
%
|
|
$
|
51,045
|
|
|
76
|
%
|
Japan
|
12,691
|
|
|
19
|
%
|
|
13,594
|
|
|
20
|
%
|
||
APAC other
|
2,958
|
|
|
4
|
%
|
|
2,066
|
|
|
4
|
%
|
||
Europe and Middle East
|
4,005
|
|
|
6
|
%
|
|
122
|
|
|
—
|
%
|
||
Total
|
$
|
67,406
|
|
|
100
|
%
|
|
$
|
66,827
|
|
|
100
|
%
|
|
Years Ended December 31,
|
|
|
|
|
||||||||
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||
|
|
|
(in thousands)
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
CDP and services revenue
|
$
|
47,468
|
|
|
$
|
36,733
|
|
|
$
|
10,735
|
|
|
29%
|
Product revenue
|
3,495
|
|
|
2,717
|
|
|
778
|
|
|
29%
|
|||
Licensing and royalty revenue
|
15,864
|
|
|
14,380
|
|
|
1,484
|
|
|
10%
|
|||
Total revenue
|
66,827
|
|
|
53,830
|
|
|
12,997
|
|
|
24%
|
|||
Cost of revenue
|
28,403
|
|
|
25,469
|
|
|
2,934
|
|
|
12%
|
|||
Gross profit
|
38,424
|
|
|
28,361
|
|
|
10,063
|
|
|
35%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
21,839
|
|
|
19,260
|
|
|
2,579
|
|
|
13%
|
|||
Sales and marketing
|
5,433
|
|
|
4,285
|
|
|
1,148
|
|
|
27%
|
|||
General and administrative
|
10,868
|
|
|
8,534
|
|
|
2,334
|
|
|
27%
|
|||
Total operating expenses
|
38,140
|
|
|
32,079
|
|
|
6,061
|
|
|
19%
|
|||
Income (loss) from operations
|
284
|
|
|
(3,718
|
)
|
|
4,002
|
|
|
(108)%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(1,004
|
)
|
|
(87
|
)
|
|
(917
|
)
|
|
|
|||
Other income (expense), net
|
15
|
|
|
(26,167
|
)
|
|
26,182
|
|
|
|
|||
Total other income (expense), net
|
(989
|
)
|
|
(26,254
|
)
|
|
25,265
|
|
|
|
|||
Loss before provision for income taxes
|
(705
|
)
|
|
(29,972
|
)
|
|
29,267
|
|
|
|
|||
Provision for income taxes
|
51
|
|
|
43
|
|
|
8
|
|
|
|
|||
Net loss
|
$
|
(756
|
)
|
|
$
|
(30,015
|
)
|
|
$
|
29,259
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
|
Revenues
|
|
% of Revenues
|
|
Revenues
|
|
% of Revenues
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
United States
|
$
|
51,045
|
|
|
76
|
%
|
|
$
|
35,573
|
|
|
66
|
%
|
Japan
|
13,594
|
|
|
20
|
%
|
|
15,148
|
|
|
28
|
%
|
||
APAC other
|
2,066
|
|
|
4
|
%
|
|
2,934
|
|
|
5
|
%
|
||
Europe and Middle East
|
122
|
|
|
—
|
%
|
|
175
|
|
|
1
|
%
|
||
Total
|
$
|
66,827
|
|
|
100
|
%
|
|
$
|
53,830
|
|
|
100
|
%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
December 31, 2013
|
|
September 30, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|
December 31, 2012
|
|
September 30, 2012
|
|
June 30, 2012
|
|
March 31, 2012
|
||||||||||||||||
|
(unaudited)
|
||||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CDP and services revenue
|
$
|
10,886
|
|
|
$
|
11,156
|
|
|
$
|
12,799
|
|
|
$
|
10,903
|
|
|
$
|
11,632
|
|
|
$
|
12,481
|
|
|
$
|
11,160
|
|
|
$
|
12,195
|
|
Product revenue
|
874
|
|
|
2,748
|
|
|
—
|
|
|
3,104
|
|
|
—
|
|
|
760
|
|
|
2,057
|
|
|
678
|
|
||||||||
Licensing and royalty revenue
|
3,857
|
|
|
3,844
|
|
|
3,809
|
|
|
3,426
|
|
|
5,811
|
|
|
3,248
|
|
|
3,296
|
|
|
3,509
|
|
||||||||
Total revenue
|
15,617
|
|
|
17,748
|
|
|
16,608
|
|
|
17,433
|
|
|
17,443
|
|
|
16,489
|
|
|
16,513
|
|
|
16,382
|
|
||||||||
Cost of revenue
|
8,438
|
|
|
9,064
|
|
|
7,140
|
|
|
7,843
|
|
|
6,537
|
|
|
7,204
|
|
|
7,474
|
|
|
7,188
|
|
||||||||
Gross profit
|
7,179
|
|
|
8,684
|
|
|
9,468
|
|
|
9,590
|
|
|
10,906
|
|
|
9,285
|
|
|
9,039
|
|
|
9,194
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
6,775
|
|
|
6,107
|
|
|
5,448
|
|
|
6,172
|
|
|
5,837
|
|
|
5,174
|
|
|
5,760
|
|
|
5,068
|
|
||||||||
Sales and marketing
|
1,716
|
|
|
1,544
|
|
|
1,578
|
|
|
1,637
|
|
|
1,599
|
|
|
1,322
|
|
|
1,272
|
|
|
1,240
|
|
||||||||
General and administrative
|
2,931
|
|
|
3,008
|
|
|
3,042
|
|
|
2,992
|
|
|
2,678
|
|
|
2,650
|
|
|
2,722
|
|
|
2,818
|
|
||||||||
Total operating expenses
|
11,422
|
|
|
10,659
|
|
|
10,068
|
|
|
10,801
|
|
|
10,114
|
|
|
9,146
|
|
|
9,754
|
|
|
9,126
|
|
||||||||
(Loss) income from operations
|
(4,243
|
)
|
|
(1,975
|
)
|
|
(600
|
)
|
|
(1,211
|
)
|
|
792
|
|
|
139
|
|
|
(715
|
)
|
|
68
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense, net
|
(181
|
)
|
|
(168
|
)
|
|
(231
|
)
|
|
(250
|
)
|
|
(250
|
)
|
|
(255
|
)
|
|
(250
|
)
|
|
(249
|
)
|
||||||||
Other (expense) income, net
|
(9
|
)
|
|
(2
|
)
|
|
87
|
|
|
(19
|
)
|
|
(1
|
)
|
|
10
|
|
|
12
|
|
|
(6
|
)
|
||||||||
Total other (expense) income, net
|
(190
|
)
|
|
(170
|
)
|
|
(144
|
)
|
|
(269
|
)
|
|
(251
|
)
|
|
(245
|
)
|
|
(238
|
)
|
|
(255
|
)
|
||||||||
(Loss) income before provision for income taxes
|
(4,433
|
)
|
|
(2,145
|
)
|
|
(744
|
)
|
|
(1,480
|
)
|
|
541
|
|
|
(106
|
)
|
|
(953
|
)
|
|
(187
|
)
|
||||||||
Provision for income taxes
|
(15
|
)
|
|
26
|
|
|
—
|
|
|
6
|
|
|
39
|
|
|
6
|
|
|
7
|
|
|
(1
|
)
|
||||||||
Net (loss) income
|
(4,418
|
)
|
|
(2,171
|
)
|
|
(744
|
)
|
|
(1,486
|
)
|
|
502
|
|
|
(112
|
)
|
|
(960
|
)
|
|
(186
|
)
|
||||||||
Net (loss) income per share of common stock, basic
|
$
|
(0.10
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.00
|
|
Net (loss) income per share of common stock, diluted
|
$
|
(0.10
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.00
|
|
Shares used in computing net (loss) income per share of common stock, basic
|
45,850,075
|
|
|
45,191,514
|
|
|
44,630,442
|
|
|
44,138,813
|
|
|
43,684,167
|
|
|
43,278,588
|
|
|
42,650,369
|
|
|
42,241,345
|
|
||||||||
Shares used in computing net (loss) income per share of common stock, diluted
|
45,850,075
|
|
|
45,191,514
|
|
|
44,630,442
|
|
|
44,138,813
|
|
|
47,726,284
|
|
|
43,278,588
|
|
|
42,650,369
|
|
|
42,241,345
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
7,779
|
|
|
$
|
3,486
|
|
|
$
|
(8,156
|
)
|
Net cash used in investing activities
|
$
|
(15,119
|
)
|
|
$
|
(7,834
|
)
|
|
$
|
(13,468
|
)
|
Net cash provided by financing activities
|
$
|
1,140
|
|
|
$
|
1,629
|
|
|
$
|
79,562
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
One Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than
5 Years |
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations
|
$
|
27,712
|
|
|
$
|
1,286
|
|
|
$
|
6,410
|
|
|
$
|
4,980
|
|
|
$
|
15,036
|
|
Term loan
|
25,000
|
|
|
2,000
|
|
|
23,000
|
|
|
—
|
|
|
—
|
|
|||||
Contractual interest payments on term loan
|
2,169
|
|
|
664
|
|
|
1,505
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations(1)
|
1,191
|
|
|
1,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
56,072
|
|
|
$
|
5,141
|
|
|
$
|
30,915
|
|
|
$
|
4,980
|
|
|
$
|
15,036
|
|
|
Page
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
72,083
|
|
|
$
|
78,283
|
|
Accounts receivable, net of allowance for doubtful accounts of $0 as of December 31, 2013 and $170 as of December 31, 2012
|
6,791
|
|
|
7,294
|
|
||
Accounts receivable, due from related parties
|
231
|
|
|
1,036
|
|
||
Inventory, current portion
|
—
|
|
|
1,631
|
|
||
Prepaid expenses and other current assets
|
2,247
|
|
|
1,361
|
|
||
Total current assets
|
81,352
|
|
|
89,605
|
|
||
Inventory, net of current portion
|
6,510
|
|
|
3,160
|
|
||
Property and equipment, net
|
28,485
|
|
|
24,058
|
|
||
Intangible assets, net
|
7,855
|
|
|
6,671
|
|
||
Other assets
|
280
|
|
|
191
|
|
||
Total assets
|
$
|
124,482
|
|
|
$
|
123,685
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
2,157
|
|
|
$
|
971
|
|
Accrued liabilities
|
3,672
|
|
|
3,386
|
|
||
Accrued compensation and employee benefits
|
3,655
|
|
|
3,397
|
|
||
Deferred revenue
|
2,087
|
|
|
2,301
|
|
||
Related party deferred revenue
|
385
|
|
|
829
|
|
||
Note payable
|
2,000
|
|
|
26,514
|
|
||
Total current liabilities
|
13,956
|
|
|
37,398
|
|
||
Deferred revenue, net of current portion
|
830
|
|
|
—
|
|
||
Deferred rent, net of current portion
|
1,844
|
|
|
624
|
|
||
Note payable, net of current portion
|
23,000
|
|
|
—
|
|
||
Other long-term liabilities
|
—
|
|
|
146
|
|
||
Total liabilities
|
39,630
|
|
|
38,168
|
|
||
Commitments and contingencies (note 5)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001 per share—200,000,000 shares authorized; 46,486,372 and 44,046,970 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively
|
46
|
|
|
44
|
|
||
Additional paid-in capital
|
194,930
|
|
|
186,778
|
|
||
Accumulated deficit
|
(110,124
|
)
|
|
(101,305
|
)
|
||
Total stockholders’ equity
|
84,852
|
|
|
85,517
|
|
||
Total liabilities and stockholders’ equity
|
$
|
124,482
|
|
|
$
|
123,685
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Collaborative development program and services revenue
|
$
|
45,744
|
|
|
$
|
47,468
|
|
|
$
|
36,733
|
|
Product revenue
|
6,726
|
|
|
3,495
|
|
|
2,717
|
|
|||
Licensing and royalty revenue
|
14,936
|
|
|
15,864
|
|
|
14,380
|
|
|||
Total revenue
|
67,406
|
|
|
66,827
|
|
|
53,830
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
||||
Cost of collaborative development program and services revenue
|
29,063
|
|
|
26,492
|
|
|
23,761
|
|
|||
Cost of product revenue
|
3,175
|
|
|
1,635
|
|
|
953
|
|
|||
Cost of licensing and royalty revenue
|
247
|
|
|
276
|
|
|
755
|
|
|||
Total cost of revenue
|
32,485
|
|
|
28,403
|
|
|
25,469
|
|
|||
Gross profit
|
34,921
|
|
|
38,424
|
|
|
28,361
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
24,502
|
|
|
21,839
|
|
|
19,260
|
|
|||
Sales and marketing
|
6,475
|
|
|
5,433
|
|
|
4,285
|
|
|||
General and administrative
|
11,973
|
|
|
10,868
|
|
|
8,534
|
|
|||
Total operating expenses
|
42,950
|
|
|
38,140
|
|
|
32,079
|
|
|||
(Loss) income from operations
|
(8,029
|
)
|
|
284
|
|
|
(3,718
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
(830
|
)
|
|
(1,004
|
)
|
|
(87
|
)
|
|||
Other income (expense), net
|
57
|
|
|
15
|
|
|
(26,167
|
)
|
|||
Total other income (expense), net
|
(773
|
)
|
|
(989
|
)
|
|
(26,254
|
)
|
|||
Loss before provision for income taxes
|
(8,802
|
)
|
|
(705
|
)
|
|
(29,972
|
)
|
|||
Provision for income taxes
|
17
|
|
|
51
|
|
|
43
|
|
|||
Net loss
|
(8,819
|
)
|
|
(756
|
)
|
|
(30,015
|
)
|
|||
Accretion on redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
(8,660
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(38,675
|
)
|
Net loss per share of common stock, basic and diluted
|
$
|
(0.20
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(3.99
|
)
|
Weighted-average number of shares used in computing net loss per share of common stock, basic and diluted
|
44,958,120
|
|
|
42,966,448
|
|
|
9,698,880
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||
Collaborative development program and services revenue
|
$
|
7,374
|
|
|
$
|
11,838
|
|
|
$
|
11,294
|
|
Product revenue
|
—
|
|
|
2,139
|
|
|
11
|
|
|||
Licensing and royalty revenue
|
5,440
|
|
|
7,091
|
|
|
9,688
|
|
|||
Total revenue
|
$
|
12,814
|
|
|
$
|
21,068
|
|
|
$
|
20,993
|
|
Cost of Revenue:
|
|
|
|
|
|
||||||
Cost of collaborative development program and services revenue
|
$
|
4
|
|
|
$
|
55
|
|
|
$
|
1,075
|
|
Cost of product revenue
|
—
|
|
|
—
|
|
|
119
|
|
|||
Cost of licensing and royalty revenue
|
—
|
|
|
—
|
|
|
635
|
|
|||
Total cost of revenue
|
$
|
4
|
|
|
$
|
55
|
|
|
$
|
1,829
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Loss for the period
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(38,675
|
)
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss for the period, net of income tax
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(38,675
|
)
|
|
Redeemable Convertible
Preferred Stock |
|
|
Stockholders' Equity (Deficit)
|
||||||||||||||||||||||
|
|
Common stock
|
|
|
|
|
|
|
||||||||||||||||||
|
Additional
paid-in capital |
|
Accumulated
deficit |
|
Total
stockholders' equity (deficit) |
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||
Balances as of December 31, 2010
|
52,443,325
|
|
|
$
|
90,059
|
|
|
|
5,619,716
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(64,362
|
)
|
|
$
|
(64,356
|
)
|
Issuance of Series E redeemable convertible preferred stock (net of issuance costs of $118)
|
6,018,122
|
|
|
24,882
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Conversion of preferred stock into common stock at a conversion rate of 1-for-2
|
(58,461,447
|
)
|
|
(123,601
|
)
|
|
|
29,230,708
|
|
|
29
|
|
|
123,572
|
|
|
—
|
|
|
123,601
|
|
|||||
Proceeds from initial public offering, net of expenses
|
—
|
|
|
—
|
|
|
|
5,681,796
|
|
|
6
|
|
|
49,211
|
|
|
—
|
|
|
49,217
|
|
|||||
Reclassification of preferred stock warrant liability to APIC upon IPO
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
769
|
|
|||||
Issuance of common stock from option exercises
|
—
|
|
|
—
|
|
|
|
368,194
|
|
|
—
|
|
|
446
|
|
|
—
|
|
|
446
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,413
|
|
|
—
|
|
|
2,413
|
|
|||||
Issuance of common stock warrants
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
341
|
|
|||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
|
1,313,492
|
|
|
1
|
|
|
6,375
|
|
|
—
|
|
|
6,376
|
|
|||||
Non cash issuance of common stock for services
|
—
|
|
|
—
|
|
|
|
5,000
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Accretion of preferred stock to redemption amount
|
—
|
|
|
8,660
|
|
|
|
—
|
|
|
—
|
|
|
(2,488
|
)
|
|
(6,172
|
)
|
|
(8,660
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,015
|
)
|
|
(30,015
|
)
|
|||||
Balances as of December 31, 2011
|
—
|
|
|
—
|
|
|
|
42,218,906
|
|
|
42
|
|
|
180,680
|
|
|
(100,549
|
)
|
|
80,173
|
|
|||||
Issuance of common stock from option exercises
|
—
|
|
|
—
|
|
|
|
1,747,214
|
|
|
2
|
|
|
2,446
|
|
|
—
|
|
|
2,448
|
|
|||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
|
80,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,652
|
|
|
—
|
|
|
3,652
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(756
|
)
|
|
(756
|
)
|
|||||
Balances as of December 31, 2012
|
—
|
|
|
—
|
|
|
|
44,046.97
|
|
|
44
|
|
|
186,778
|
|
|
(101,305
|
)
|
|
85,517
|
|
|||||
Issuance of common stock from option exercises
|
—
|
|
|
—
|
|
|
|
2,032.571
|
|
|
2
|
|
|
2,669
|
|
|
—
|
|
|
2,671
|
|
|||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
|
353.555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
53.276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,483
|
|
|
—
|
|
|
5,483
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,819
|
)
|
|
(8,819
|
)
|
|||||
Balances as of December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
|
46,486.372
|
|
|
$
|
46
|
|
|
$
|
194,930
|
|
|
$
|
(110,124
|
)
|
|
$
|
84,852
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(30,015
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
9,396
|
|
|
7,995
|
|
|
7,079
|
|
|||
Stock-based compensation
|
5,483
|
|
|
3,652
|
|
|
2,442
|
|
|||
Revaluation of preferred stock warrant liability
|
—
|
|
|
—
|
|
|
554
|
|
|||
Revaluation of derivative liability
|
—
|
|
|
—
|
|
|
24,476
|
|
|||
Common stock warrant charge (contra revenue)
|
—
|
|
|
—
|
|
|
312
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
949
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
9
|
|
|
2
|
|
|
65
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other assets
|
(958
|
)
|
|
371
|
|
|
(2,677
|
)
|
|||
Inventory
|
(1,326
|
)
|
|
(1,459
|
)
|
|
(343
|
)
|
|||
Accounts receivable
|
1,308
|
|
|
2,788
|
|
|
(7,030
|
)
|
|||
Accounts payable
|
747
|
|
|
(177
|
)
|
|
(203
|
)
|
|||
Accrued and other liabilities
|
1,767
|
|
|
(369
|
)
|
|
5,446
|
|
|||
Deferred revenue
|
616
|
|
|
726
|
|
|
(5,128
|
)
|
|||
Related party deferred revenue
|
(444
|
)
|
|
(10,236
|
)
|
|
(3,134
|
)
|
|||
Net cash provided by (used in) operating activities
|
7,779
|
|
|
3,486
|
|
|
(8,156
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchase of short-term investments
|
(1,001
|
)
|
|
(2,201
|
)
|
|
(750
|
)
|
|||
Redemption of short-term investments
|
1,001
|
|
|
2,201
|
|
|
750
|
|
|||
Purchase of property and equipment
|
(13,534
|
)
|
|
(6,560
|
)
|
|
(12,806
|
)
|
|||
Purchased and capitalized intangible assets
|
(1,585
|
)
|
|
(1,274
|
)
|
|
(835
|
)
|
|||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
173
|
|
|||
Net cash used in investing activities
|
(15,119
|
)
|
|
(7,834
|
)
|
|
(13,468
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from debt
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of debt
|
(26,514
|
)
|
|
(804
|
)
|
|
—
|
|
|||
Payment of selling stockholder offering costs
|
—
|
|
|
—
|
|
|
(1,389
|
)
|
|||
Proceeds from exercise of common stock options
|
2,654
|
|
|
2,433
|
|
|
476
|
|
|||
Proceeds from exercise of common stock warrants
|
—
|
|
|
—
|
|
|
6,376
|
|
|||
Proceeds from initial public offering, net of expenses
|
—
|
|
|
—
|
|
|
49,217
|
|
|||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
|
—
|
|
|
—
|
|
|
24,882
|
|
|||
Net cash provided by financing activities
|
1,140
|
|
|
1,629
|
|
|
79,562
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(6,200
|
)
|
|
(2,719
|
)
|
|
57,938
|
|
|||
Cash and cash equivalents at beginning of period
|
78,283
|
|
|
81,002
|
|
|
23,064
|
|
|||
Cash and cash equivalents at end of period
|
$
|
72,083
|
|
|
$
|
78,283
|
|
|
$
|
81,002
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|||||
Cash paid for interest
|
$
|
790
|
|
|
$
|
1,196
|
|
|
$
|
—
|
|
Cash paid for income taxes, net of refunds received
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
20
|
|
Noncash investing activities:
|
|
|
|
|
|
||||||
Accretion of redeemable convertible preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,660
|
|
Contract intangible obtained under a derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,842
|
|
Issuance of debt in connection with derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,318
|
|
Transfer of property and equipment to inventory
|
$
|
393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Balance at Beginning of Period
|
|
Additions Charged to Revenues
|
|
Deductions (1)
|
|
Balance at End of Period
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
(170
|
)
|
|
$
|
—
|
|
2012
|
$
|
—
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
170
|
|
2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Revenue
|
|
Accounts Receivable
|
|||||||||||
|
Years Ended
|
|
As of
|
|
As of
|
|||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|||||
Customer A
|
13
|
%
|
|
25
|
%
|
|
29
|
%
|
|
*
|
|
|
*
|
|
Customer B
|
17
|
%
|
|
28
|
%
|
|
17
|
%
|
|
13
|
%
|
|
25
|
%
|
Customer C (1)
|
*
|
|
|
14
|
%
|
|
18
|
%
|
|
—
|
%
|
|
*
|
|
Customer D
|
*
|
|
|
*
|
|
|
*
|
|
|
15
|
%
|
|
12
|
%
|
Customer E
|
12
|
%
|
|
*
|
|
|
—
|
%
|
|
14
|
%
|
|
40
|
%
|
Customer F (1)
|
13
|
%
|
|
—
|
%
|
|
—
|
%
|
|
41
|
%
|
|
—
|
%
|
|
|
|
As of December 31, 2013
|
||||||||||||||
|
Fair Value
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
49,117
|
|
|
$
|
49,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
$
|
49,117
|
|
|
$
|
49,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31, 2012
|
||||||||||||||
|
Fair Value
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
70,488
|
|
|
$
|
70,488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
$
|
70,488
|
|
|
$
|
70,488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Fair value—beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
215
|
|
Initial fair value of derivative liability
|
—
|
|
|
—
|
|
|
2,842
|
|
|||
Mark-to-market of warrant and derivative liabilities
|
—
|
|
|
—
|
|
|
25,030
|
|
|||
Reclassification of warrant liability to equity
|
—
|
|
|
—
|
|
|
(769
|
)
|
|||
Reclassification of derivative liability to note payable
|
—
|
|
|
—
|
|
|
(27,318
|
)
|
|||
Fair value—end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of
|
|
As of
|
||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
Lab equipment and machinery
|
$
|
49,264
|
|
|
$
|
38,667
|
|
Leasehold improvements
|
4,413
|
|
|
2,873
|
|
||
Computer equipment and software
|
3,563
|
|
|
3,467
|
|
||
Furniture and fixtures
|
182
|
|
|
160
|
|
||
Construction in progress
|
6,544
|
|
|
5,964
|
|
||
Total property and equipment
|
63,966
|
|
|
51,131
|
|
||
Less accumulated depreciation
|
(35,481
|
)
|
|
(27,073
|
)
|
||
Property and equipment, net
|
$
|
28,485
|
|
|
$
|
24,058
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation expense
|
$
|
8,781
|
|
|
$
|
7,411
|
|
|
$
|
6,992
|
|
|
As of
|
|
As of
|
||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
Patents issued
|
$
|
4,893
|
|
|
$
|
3,932
|
|
Patents pending
|
4,224
|
|
|
3,386
|
|
||
Trademarks
|
40
|
|
|
40
|
|
||
Total intangible assets
|
9,157
|
|
|
7,358
|
|
||
Less patent amortization
|
(1,302
|
)
|
|
(687
|
)
|
||
Intangible assets, net
|
$
|
7,855
|
|
|
$
|
6,671
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amortization expense
|
$
|
615
|
|
|
$
|
588
|
|
|
$
|
81
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Rent expense
|
$
|
1,377
|
|
|
$
|
1,297
|
|
|
$
|
1,961
|
|
Minimum return to Symyx
|
$
|
67,000
|
|
Proceeds to Symyx from offering
|
(39,682
|
)
|
|
Initial fair value of derivative liability
|
(2,842
|
)
|
|
Reimbursement of offering related expenses
|
1,389
|
|
|
Mark-to-market adjustment
|
$
|
25,865
|
|
|
Years Ended December 31, 2013
|
||||||||||
|
Principal
|
|
Interest
|
|
Total
|
||||||
Symyx payments
|
$
|
26,516
|
|
|
$
|
437
|
|
|
$
|
26,953
|
|
|
Year Ended December 31, 2012
|
||||||||||
|
Principal
|
|
Interest
|
|
Total
|
||||||
Symyx payments
|
$
|
804
|
|
|
$
|
1,196
|
|
|
$
|
2,000
|
|
|
Years Ended December 31, 2013
|
||||||||||
|
Principal
|
|
Interest
|
|
Total
|
||||||
SVB payments
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
350
|
|
|
Conversion
Rate
|
|
Preferred
Stock Shares
|
|
Common
Stock Shares
|
||
Series A
|
1-for-2
|
|
8,399,831
|
|
|
4,199,912
|
|
Series B
|
1-for-2
|
|
22,780,964
|
|
|
11,390,477
|
|
Series C
|
1-for-2
|
|
14,686,698
|
|
|
7,343,345
|
|
Series D
|
1-for-2
|
|
6,575,832
|
|
|
3,287,915
|
|
Series E
|
1-for-2
|
|
6,018,122
|
|
|
3,009,059
|
|
|
|
|
58,461,447
|
|
|
29,230,708
|
|
|
Options Outstanding
|
|||||||||||
|
Number of
Stock Options
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Balance as of December 31, 2010
|
7,268,909
|
|
|
$
|
1.48
|
|
|
6.9
|
|
$
|
13,937
|
|
Granted
|
1,570,684
|
|
|
7.13
|
|
|
|
|
|
|
||
Exercised
|
(368,194
|
)
|
|
1.26
|
|
|
|
|
2,854
|
|
||
Cancelled
|
(241,802
|
)
|
|
3.28
|
|
|
|
|
|
|
||
Balance as of December 31, 2011
|
8,229,597
|
|
|
2.52
|
|
|
6.6
|
|
50,541
|
|
||
Granted
|
1,339,129
|
|
|
8.12
|
|
|
|
|
|
|
||
Exercised
|
(1,747,213
|
)
|
|
1.39
|
|
|
|
|
9,558
|
|
||
Cancelled
|
(395,096
|
)
|
|
6.63
|
|
|
|
|
|
|||
Balance as of December 31, 2012
|
7,426,417
|
|
|
3.57
|
|
|
6.4
|
|
40,040
|
|
||
Granted
|
1,720,242
|
|
|
7.53
|
|
|
|
|
|
|||
Exercised
|
(2,031,903
|
)
|
|
1.31
|
|
|
|
|
11,816
|
|
||
Cancelled
|
(646,013
|
)
|
|
7.40
|
|
|
|
|
|
|||
Balance as of December 31, 2013
|
6,468,743
|
|
|
$
|
4.96
|
|
|
6.7
|
|
$
|
8,991
|
|
Exercisable as of December 31, 2013
|
3,957,414
|
|
|
$
|
3.40
|
|
|
5.4
|
|
$
|
8,839
|
|
Vested and expected to vest as of December 31, 2013
|
6,028,954
|
|
|
$
|
4.77
|
|
|
6.6
|
|
$
|
8,983
|
|
|
Number of
Stock RSUs Outstanding |
|
Weighted-Average Grant Date Fair Value
|
|||
Balance as of December 31, 2011
|
—
|
|
|
$
|
—
|
|
Granted
|
274,070
|
|
|
6.48
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(19,207
|
)
|
|
6.49
|
|
|
Balance as of December 31, 2012
|
254,863
|
|
|
6.48
|
|
|
Granted
|
814,000
|
|
|
8.47
|
|
|
Vested
|
(74,985
|
)
|
|
—
|
|
|
Forfeited
|
(143,527
|
)
|
|
8.56
|
|
|
Balance as of December 31, 2013
|
850,351
|
|
|
$
|
7.99
|
|
Vested and expected to vest as of December 31, 2013
|
695,488
|
|
|
|
|
Years Ended
|
|
Years Ended
|
||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Shares Granted
|
|
Weighted-
Average Grant Date Fair Value |
|
Shares Granted
|
|
Weighted-
Average Grant Date Fair Value |
||||||
Stock options
|
1,720,242
|
|
|
$
|
4.16
|
|
|
1,339,129
|
|
|
$
|
4.50
|
|
RSUs
|
814,000
|
|
|
$
|
8.47
|
|
|
274,070
|
|
|
$
|
6.48
|
|
|
December 31, 2013
|
|
December 31, 2012
|
Number of stock options outstanding
|
6,468,743
|
|
7,426,417
|
Number of RSUs outstanding
|
850,351
|
|
254,863
|
Shares available for future grant
|
5,238,699
|
|
5,001,956
|
Number of warrants outstanding
|
912,368
|
|
912,368
|
Total shares reserved
|
13,470,161
|
|
13,595,604
|
|
Years Ended
|
||||||||||
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of revenue
|
$
|
1,453
|
|
|
$
|
1,011
|
|
|
$
|
622
|
|
Research and development
|
1,301
|
|
|
872
|
|
|
462
|
|
|||
Sales and marketing
|
1,175
|
|
|
774
|
|
|
770
|
|
|||
General and administrative
|
1,554
|
|
|
995
|
|
|
588
|
|
|||
Total stock-based compensation
|
$
|
5,483
|
|
|
$
|
3,652
|
|
|
$
|
2,442
|
|
|
Years Ended
|
||||||||||
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Stock options
|
$
|
3,906
|
|
|
$
|
3,369
|
|
|
$
|
2,442
|
|
Restricted stock awards and restricted stock units (RSUs)
|
1,577
|
|
|
283
|
|
|
—
|
|
|||
Total stock-based compensation
|
$
|
5,483
|
|
|
$
|
3,652
|
|
|
$
|
2,442
|
|
|
Unrecognized
Compensation Expense |
|
Weighted-
Average Period (in years) |
||
Stock options
|
$
|
7,298
|
|
|
2.7
|
RSUs
|
$
|
4,219
|
|
|
2.9
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Options
Outstanding
|
|
Weighted-Average
Remaining
Contractual
Life (Years)
|
|
Weighted-Average
Exercise Price
per Share
|
|
Exercisable
|
|
Weighted-Average
Exercise Price
per Share
|
||||||
$0.00 - $1.50
|
|
637,991
|
|
|
2.0
|
|
$
|
0.58
|
|
|
637,991
|
|
|
$
|
0.58
|
|
$1.51 - $3.00
|
|
2,225,689
|
|
|
5.2
|
|
2.18
|
|
|
2,168,575
|
|
|
2.17
|
|
||
$3.01 - $4.50
|
|
89,468
|
|
|
6.9
|
|
3.40
|
|
|
67,622
|
|
|
3.40
|
|
||
$4.51 - $6.00
|
|
607,140
|
|
|
9.8
|
|
5.55
|
|
|
9,564
|
|
|
5.34
|
|
||
$6.01 - $7.50
|
|
1,300,259
|
|
|
8.0
|
|
6.35
|
|
|
656,966
|
|
|
6.35
|
|
||
$7.51 - $9.00
|
|
888,200
|
|
|
8.5
|
|
8.76
|
|
|
276,590
|
|
|
8.84
|
|
||
$9.01 - $11.50
|
|
629,996
|
|
|
8.8
|
|
9.58
|
|
|
87,400
|
|
|
9.81
|
|
||
$11.51 - $12.00
|
|
90,000
|
|
|
7.6
|
|
11.96
|
|
|
52,706
|
|
|
11.96
|
|
||
|
|
6,468,743
|
|
|
6.7
|
|
$
|
4.96
|
|
|
3,957,414
|
|
|
$
|
3.40
|
|
|
Years Ended
|
|||||||
|
December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Expected term (in years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free interest rate
|
1.4
|
%
|
|
1.1
|
%
|
|
2.1
|
%
|
Expected volatility
|
59
|
%
|
|
60
|
%
|
|
57
|
%
|
Expected dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net loss attributable to common stockholders
|
$
|
(8,819
|
)
|
|
$
|
(756
|
)
|
|
$
|
(38,675
|
)
|
Shares used in computing net loss per share of common stock, basic and diluted
|
44,958,120
|
|
|
42,966,448
|
|
|
9,698,880
|
|
|||
Net loss per share of common stock, basic and diluted
|
$
|
(0.20
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(3.99
|
)
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
1
|
|
|
1
|
|
|
1
|
|
|||
Foreign
|
16
|
|
|
50
|
|
|
42
|
|
|||
Total current
|
$
|
17
|
|
|
$
|
51
|
|
|
$
|
43
|
|
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
17
|
|
|
$
|
51
|
|
|
$
|
43
|
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Expected provision at statutory federal rate
|
$
|
(3,080
|
)
|
|
$
|
(247
|
)
|
|
$
|
(10,482
|
)
|
State tax—net of federal benefit
|
1
|
|
|
1
|
|
|
1
|
|
|||
U.S. federal research credit
|
(2,272
|
)
|
|
—
|
|
|
(870
|
)
|
|||
Non deductible expenses
|
28
|
|
|
131
|
|
|
763
|
|
|||
Others
|
(9
|
)
|
|
31
|
|
|
6
|
|
|||
Change in valuation allowance
|
5,349
|
|
|
135
|
|
|
10,625
|
|
|||
Provision for income taxes
|
$
|
17
|
|
|
$
|
51
|
|
|
$
|
43
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss federal and state
|
$
|
15,411
|
|
|
$
|
12,515
|
|
Research and foreign tax credits
|
8,727
|
|
|
5,810
|
|
||
Accrued compensation and vacation
|
595
|
|
|
1,201
|
|
||
Deferred revenue, other accruals and reserves
|
2,188
|
|
|
574
|
|
||
Stock-based compensation
|
3,262
|
|
|
1,822
|
|
||
Patents
|
5,929
|
|
|
8,118
|
|
||
Gross deferred tax assets
|
36,112
|
|
|
30,040
|
|
||
Valuation allowance
|
(35,496
|
)
|
|
(29,199
|
)
|
||
Total deferred tax asset
|
616
|
|
|
841
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
616
|
|
|
841
|
|
||
Total deferred tax liabilities
|
616
|
|
|
841
|
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized benefit—beginning of period
|
$
|
1,840
|
|
|
$
|
1,401
|
|
|
$
|
1,067
|
|
Gross increase—prior period tax positions
|
274
|
|
|
38
|
|
|
—
|
|
|||
Gross decreases—prior period tax positions
|
(90
|
)
|
|
—
|
|
|
(113
|
)
|
|||
Gross increases—current period tax positions
|
632
|
|
|
401
|
|
|
447
|
|
|||
Unrecognized benefit—end of period
|
$
|
2,656
|
|
|
$
|
1,840
|
|
|
$
|
1,401
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Related party revenue
|
$
|
4,365
|
|
|
$
|
4,544
|
|
|
$
|
5,237
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Related party revenue
|
$
|
8,449
|
|
|
$
|
16,524
|
|
|
$
|
15,756
|
|
Related cost of revenue
|
$
|
4
|
|
|
$
|
55
|
|
|
$
|
78
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
47,752
|
|
|
$
|
51,045
|
|
|
$
|
35,573
|
|
Japan
|
12,691
|
|
|
13,594
|
|
|
15,148
|
|
|||
APAC other
|
2,958
|
|
|
2,066
|
|
|
2,934
|
|
|||
Europe and Middle East
|
4,005
|
|
|
122
|
|
|
175
|
|
|||
Total
|
$
|
67,406
|
|
|
$
|
66,827
|
|
|
$
|
53,830
|
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
(a)
|
The following documents are filed as part of this report:
|
(b)
|
Financial Statements: See "Index to Consolidated Financial Statements" in Part II, Item 8 of this Form 10-K
|
(c)
|
All schedules are omitted because either they are not required information, or the required information is in the financial statements or notes thereto.
|
(d)
|
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.
|
|
|
INTERMOLECULAR, INC.
|
||
Date: March 10, 2014
|
|
By:
|
|
/s/ DAVID E. LAZOVSKY
David E. Lazovsky
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ DAVID E. LAZOVSKY
David E. Lazovsky
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 10, 2014
|
/s/ C. RICHARD NEELY, JR.
C. Richard Neely, Jr.
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 10, 2014
|
/s/ THOMAS R. BARUCH
Thomas R. Baruch
|
|
Chairman of the Board of Directors
|
|
March 10, 2014
|
/s/ MARVIN D. BURKETT
Marvin D. Burkett
|
|
Director
|
|
March 10, 2014
|
/s/ IRWIN FEDERMAN
Irwin Federman
|
|
Director
|
|
March 10, 2014
|
/s/ BRUCE M. McWILLIAMS
Bruce M. McWilliams
|
|
Director
|
|
March 10, 2014
|
/s/ GEORGE M. SCALISE
George M. Scalise
|
|
Director
|
|
March 10, 2014
|
/s/ JOHN L. WALECKA
John L. Walecka
|
|
Director
|
|
March 10, 2014
|
Exhibit
Number
|
|
|
|
|
Incorporated By Reference
|
|
Filed Herewith
|
||||||
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
||||
2.1
|
|
|
|
Asset Purchase Agreement by and between Intermolecular, Inc. and Symyx Technologies, Inc. dated as of July 28, 2011.(1)
|
|
S-1/A
|
|
9/9/2011
|
|
2.1
|
|
|
|
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of Intermolecular, Inc.
|
|
10-K
|
|
03/16/2012
|
|
3.1
|
|
|
|
3.2
|
|
|
|
Amended and Restated Bylaws of Intermolecular, Inc.
|
|
10-K
|
|
03/16/2012
|
|
3.2
|
|
|
|
4.1
|
|
|
|
Specimen Common Stock Certificate.
|
|
S-1/A
|
|
11/7/2011
|
|
4.1
|
|
|
|
4.2
|
|
|
|
Warrant to purchase shares of common stock issued to Timane S.a.r.l. dated June 20, 2008.
|
|
S-1
|
|
7/29/2011
|
|
4.2
|
|
|
|
4.3
|
|
|
|
Form of warrant to purchase shares of common stock issued to Toshiba Corporation and SanDisk Corporation dated March 15, 2010.
|
|
S-1/A
|
|
10/26/2011
|
|
4.3
|
|
|
|
4.4
|
|
|
|
Fourth Amended and Restated Investor Rights Agreement dated as of March 4, 2011, by and among Intermolecular, Inc. and certain stockholders named therein, as amended by Amendment No. 1 to Fourth Amended and Restated Investor Rights Agreement dated as of June 14, 2011.
|
|
S-1
|
|
7/29/2011
|
|
10.1
|
|
|
|
4.5
|
|
|
|
Secured Promissory Note, issued by the Company to Symyx Technologies, Inc. on November 23, 2011.
|
|
10-K
|
|
03/16/2012
|
|
4.5
|
|
|
|
10.1
|
|
|
|
Lease Agreement by and between Intermolecular, Inc. and Novellus Systems, Inc. dated as of May 11, 2010, as amended by the Confirmation of Commencement Date of the Lease Agreement dated as of June 10, 2010.
|
|
S-1
|
|
7/29/2011
|
|
10.2
|
|
|
|
10.2
|
|
†
|
|
Collaborative Development Program Agreement by and among SanDisk Corporation, Toshiba Corporation and Intermolecular, Inc. dated March 15, 2010.
|
|
S-1/A
|
|
11/7/2011
|
|
10.3
|
|
|
|
10.3
|
|
†
|
|
Alliance Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of November 17, 2006.
|
|
S-1/A
|
|
10/26/2011
|
|
10.4
|
|
|
|
Exhibit
Number
|
|
|
|
|
Incorporated By Reference
|
|
Filed
Herewith
|
||||||
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
||||
10.4
|
|
†
|
|
Wets Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of July 13, 2007, as amended by the Addendum to Wets Workflow Purchase Agreement dated as of December 21, 2007, the Amendment to Addendum to Wets Workflow Purchase Agreement dated as of December 16, 2008 and the Supplemental Agreement to the Amendment to the Addendum to Wets Workflow Purchase Agreement dated as of March 16, 2009.
|
|
S-1/A
|
|
11/7/2011
|
|
10.5
|
|
|
|
10.5
|
|
†
|
|
Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of December 16, 2008.
|
|
S-1/A
|
|
10/26/2011
|
|
10.6
|
|
|
|
10.6
|
|
†
|
|
Modification to the Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of August 27, 2010.
|
|
S-1/A
|
|
9/30/2011
|
|
10.7
|
|
|
|
10.7
|
|
†
|
|
Amendment Number 5 to the Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of March 3, 2011.
|
|
S-1/A
|
|
9/30/2011
|
|
10.8
|
|
|
|
10.8
|
|
†
|
|
CDP Services Addendum to Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of October 1, 2011, Amendment Number 6 to the Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of October 27, 2011, and Amendment Number 7 to the Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement by and between Intermolecular, Inc. and Advanced Technology Materials, Inc. dated as of October 27, 2011.
|
|
10-K
|
|
03/16/2012
|
|
10.8
|
|
|
|
10.9
|
|
†
|
|
Advanced Memory Development Program Agreement by and between Intermolecular, Inc. and Elpida Memory, Inc. dated as of May 22, 2008, as amended by Exhibit C—Royalty Terms dated as of August 18, 2008, the Supplemental Joint Development Agreement dated as of January 27, 2009, the Amendment to the Supplemental Joint Development Agreement dated as of May 25, 2009 and the Amendment to the Advanced Memory Agreement dated July 29, 2010.
|
|
S-1/A
|
|
11/7/2011
|
|
10.9
|
|
|
|
(1)
|
All exhibits, schedules and similar attachments to this exhibit have been omitted. Copies of such exhibits, schedules and similar attachments will be furnished supplementally to the SEC upon request.
|
Amendment No. 10 to Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement
|
1.
|
DEFINITIONS
|
1.1
|
Capitalized Terms
All capitalized terms not defined herein shall have the meanings given them in the Original Agreements, as applicable.
|
1.2
|
Amendment 10 Period
means the period beginning on January 1, 2014 and ending on December 31, 2014.
|
2.
|
EFFECTIVE DATE
|
3.
|
FEES FOR LICENSES TO THE TOOLS
|
3.1
|
For the F-20 tool located in Taiwan, in exchange for a payment of [***], IMI hereby grants and ATMI hereby accepts a license under IMI’s rights in the F-20 tool in accordance with the terms of the Wets Agreement.
|
3.2
|
For the F-20 tool located in Connecticut, in exchange for a payment of [***], IMI hereby grants and ATMI hereby accepts a license under IMI’s rights in the F-20 tool in accordance with the terms of the Wets Agreement. All the licenses granted to ATMI above shall be non-exclusive and shall be valid for the Amendment 10 Period.
|
Page 1 of 4
|
Confidential Information
|
Friday, December 20, 2013
|
Amendment No. 10 to Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement
|
3.3
|
No later than Dec. 31, 2013, ATMI shall issue a non-cancellable purchase order for the aforementioned licenses.
|
3.4
|
For the avoidance of doubt, ATMI shall not have any license to use the F-10 tool located in Connecticut, the F-20 tool located in Japan, the AP-30 tool located in San Jose, CA and the F-30 tools located in Taiwan and Connecticut.
|
4.
|
PRE-EXISTING LICENSES AND MAINTENANCE
|
4.1
|
Nothing in this Amendment 10 modifies the rights and obligations of each party with respect to the licenses and associated fees for the S-80 tool (Informatics), the F-20 tool and the P-30 tool located in Korea as well as the HPC Site License for all locations as provided in Section 3.1 of Amendment Number 7. For the avoidance of doubt, in accordance with Section 3.1 of Amendment 7, the following amounts are due and payable no later than December 15, 2013 -
|
5.
|
MAINTENANCE FEES
|
5.1
|
Except for IMI’s obligation to provide maintenance and support for the Informatics and F 20 tool in Korea, IMI has no obligation and is not responsible for the maintenance or support of any ATMI tools.
|
5.2
|
For any maintenance or support services required by ATMI, IM shall quote and ATMI shall pay separately for such services.
|
6.
|
ROYALTY PAYMENTS
|
6.1
|
In addition to the payments above, ATMI shall continue to owe volume-based Royalties to IMI on the sale of Products as such terms are defined in Section 6.1 of the Wets Agreement and Section 6.1 of the Dry Agreement (“Terms”).
|
6.2
|
Notwithstanding the Terms, for the Amendment 10 Period, ATMI shall make a quarterly minimum Royalties payment of [***] U.S. Dollars, the “Quarterly Minimum Payment”) no later than the fifteenth day of the last month of each quarter. If the Quarterly Minimum Payment exceeds the volume-based royalties which would otherwise be owed to IMI by ATMI based on actual ATMI revenues (as reported to IMI by ATMI pursuant to Section 5.5 of the Alliance Agreement, Section 6.4 of the Wets Agreement and Section 6.4 of the Dry Agreement (the “ATMI Quarterly Reports”)), then the difference will be credited to the next quarterly payment that is in excess of the Quarterly Minimum Payment. ATMI agrees to provide the ATMI Quarterly Reports to IMI on a timely basis, but at no time later than thirty (30) days after the end of each quarter. In addition, ATMI shall provide at the time of providing the ATMI Quarterly Reports a non-binding forecast for the Royalties expected to be paid by ATMI per quarter for the remainder of the Amendment 10 Period. If the payments owed by ATMI as part of the volume-based Royalties on the sale of Products during a quarter exceed the Minimum Amount for such quarter, ATMI shall make the remaining excess payments no later than the fifteenth day of the last month of the following quarter.
|
7.
|
REMOVE RESTRICTIONS ON IMI AND CERTAIN ATMI RIGHTS
|
7.1
|
Sections 4.1 (Services Restrictions on IMI), 4.2 (Workflow Restrictions on IMI), 4.3 (Preferred Material Supplier) of Amendment No. 1 (and any modifications of these sections in subsequent amendments) are deleted in their entirety.
|
Page 2 of 4
|
Confidential Information
|
Friday, December 20, 2013
|
Amendment No. 10 to Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement
|
7.2
|
The list of Strategic Accounts is deleted in its entirety.
|
7.3
|
The list of Strategic Fields is deleted in its entirety.
|
7.4
|
Section 4.13.2 of Wets Workflow Agreement is deleted in its entirety.
|
8.
|
REMOVAL OF AP-30 TOOL LOCATED IN SAN JOSE; STORAGE FEES
|
8.1
|
ATMI agrees to remove the AP-30 tool (the “AP-30 Tool”) located in IMI’s San Jose, California facilities (the “Facilities”) by no later than January 31, 2014. ATMI shall be responsible for the costs of removing the AP-30 tool, and IMI shall provide ATMI with reasonable assistance and access to the Facilities to facilitate ATMI’s removal of the AP-30 Tool. If the AP-30 Tool is not removed from the Facilities by January 31, 2014, ATMI agrees to pay IMI a daily storage of [***] per day for each day the AP-30 Tool remains in the Facilities.
|
9.
|
MISCELLANEOUS
|
Page 3 of 4
|
Confidential Information
|
Friday, December 20, 2013
|
Amendment No. 10 to Wets Workflow Purchase Agreement and Dry Workflow Purchase Agreement
|
Page 4 of 4
|
Confidential Information
|
Friday, December 20, 2013
|
Amendment No. 4 to CDP Agreement
|
1.
|
DEFINITIONS
|
1.1
|
Amendment 4 Period
means the period beginning on the January 1, 2014 and ending on November 30, 2014.
|
1.2
|
Based On
a technology means incorporates such technology or is made by the use of such technology.
|
1.3
|
Developed
means conceived or reduced to practice.
|
1.4
|
[***] means Products that are Based On CDP Technology that was Developed in the [***].
|
1.5
|
[***] means Products that are Based On CDP Technology that was Developed in the [***].
|
1.6
|
[***] means Products that are Based On (i) CDP Technology that was Developed in the [***] and (ii) CDP Technology that was Developed in the [***].
|
2.
|
EFFECTIVE DATE
|
3.
|
MODIFY SECTION 1 (EXHIBITS)
|
3.1
|
Section 1.3 (Pilot Line Validation) is deleted in its entirety.
|
3.2
|
Section 1.4 (Total Area Efficiency) is deleted in its entirety.
|
4.
|
MODIFY SECTION 3.4 (FTE)
|
4.1
|
Section 3.4 is amended by adding a new section 3.4.4 as follows:
|
3.4.4.
|
Notwithstanding Section 3.4.1, subject to the payments in Section 7.1, IMI shall provide a total of
[***]
FTEs during the Amendment 4 Period to conduct its obligations and support the CDP Activities.
|
Page 1 of 3
|
Confidential Information
|
|
Amendment No. 4 to CDP Agreement
|
4.2
|
Section 3.4 is further amended by adding a new section 3.4.5 as follows :
|
3.4.5.
|
Notwithstanding Section 3.4.2, Customer shall provide a total of
[***]
FTEs during the Amendment 4 Period to conduct its obligations and support the CDP Activities.
|
5.
|
MODIFY SECTION 7 (PAYMENTS)
|
5.1
|
Section 7.1.1 is amended by adding a new section 7.1.1 (iv) as follows :
|
7.1.1.iv.
|
Notwithstanding anything to the contrary in 7.1.1(iii), during the Amendment 4 Period, Customer shall pay IMI
[***]
U.S. Dollars) for
[***]
.
|
5.2
|
Section 7.4.1 is deleted in its entirety and replaced with the following:
|
5.3
|
Section 7.4.2 (Royalty during [***] Royalty Period) is deleted in its entirety and replaced with the following –
|
i.
|
For [***], Customer shall make payments to IMI of [***] of the Revenues for each [***] of the Royalty Period.
|
ii.
|
For [***], Customer shall make payments to IMI of [***] of the Revenues for each [***] of the Royalty Period.
|
iii.
|
For [***], Customer shall make payments to IMI of [***] of the Revenues for each [***] of the Royalty Period.
|
Page 2 of 3
|
Confidential Information
|
|
Amendment No. 4 to CDP Agreement
|
5.4
|
The table in Section 7.4.3 (Royalty during [***] Royalty Period) is deleted in its entirety and replaced with the following table –
|
6.
|
MISCELLANEOUS
|
7.
|
EXECUTION
|
Page 3 of 3
|
Confidential Information
|
|
Amendment No. 2 to Research Agreements
Guardian - Intermolecular |
1.
|
A RESEARCH AGREEMENT effective Feb. 8, 2010 ("
Sol-Gel Agreement
"), which incorporates by reference a Task Order effective February 8, 2010, a Task Order effective Jul. 22, 2010, a Task Order effective Oct. 22, 2010, and a Task Order effective May 1, 2011 as amended on November 1, 2011.
|
2.
|
A RESEARCH AGREEMENT effective Jul. 15, 2010 ("
Master Agreement
"), which incorporates by reference a Task Order effective Jul. 22, 2010, a Task Order effective November 30, 2010, a Task Order effective Jan. 1, 2012 and a Task Order effective June 1, 2012.
|
3.
|
An Amendment Number One to the Sol-Gel Agreement and the Master Agreement effective Jan. 1, 2012 (“
Amendment Number One
”) (the Sol-Gel Agreement, the Master Agreement and the Amendment Number One are herein collectively referred to as “
Research
Agreements”)
;
|
1.
|
AMENDMENT EFFECTIVE DATE
|
1.1
|
This Amendment shall have an effective date of December 31, 2013 (“
Amendment 2 Effective Date
”).
|
2.
|
MODIFICATION OF SECTION 2.1 OF AMENDMENT NUMBER ONE
|
2.1
|
Section 2.1 of Amendment Number One is deleted in its entirety and replaced with the following:
|
3.
|
MISCELLANEOUS
|
4.
|
EXECUTION
|
Page 1 of 2
|
Confidential Information
|
|
Amendment No. 2 to Research Agreements
Guardian - Intermolecular |
Page 2 of 2
|
Confidential Information
|
|
Date: March 10, 2014
|
|
/s/ DAVID E. LAZOVSKY
|
|
|
David E. Lazovsky
President and Chief Executive Officer
|
Date: March 10, 2014
|
|
/s/ C. RICHARD NEELY, JR.
|
|
|
C. Richard Neely, Jr.
Chief Financial Officer
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
|
/s/ DAVID E. LAZOVSKY
|
|
||
|
|
Name:
|
|
David E. Lazovsky
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
|
/s/ C. RICHARD NEELY, JR.
|
|
||
|
|
Name:
|
|
C. Richard Neely, Jr.
|
|
|
|
Title:
|
|
Chief Financial Officer
|
|