8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2016

Intermolecular, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35348	20-1616267
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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 or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 4, 2016, Intermolecular, Inc. (the “Company”) announced its financial results for the second quarter of fiscal 2016, ended June 30, 2016. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except expressly set forth by specific reference in such filing.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 4, 2016, the Company announced that Chris Kramer has been appointed to serve as the Company’s President and Chief Executive Officer and Dr. Bruce M. McWilliams will assume the role of Executive Chairman, and will cease his role as President and Chief Executive Officer of the Company effective no later than August 4, 2016. Dr. McWilliams will also continue to serve as Chairman of the Board of Directors (the “Board”), and there are no material changes to his compensation as a result of this appointment.

Mr. Kramer, age 54, has been appointed as President and Chief Executive Officer, effective August 4, 2016. Mr. Kramer most recently served as Chief Commercial Officer and Senior Vice President and General Manager of Electronic Materials of Entegris, since its acquisition of ATMI in 2014. Mr. Kramer joined ATMI in 2010 as Senior Vice President of Materials Solutions and, in 2013, was promoted to manage ATMI’s microelectronics materials business as its General Manager. Prior to joining ATMI, Mr. Kramer was Vice President, Global Strategic Account Management, for Tokyo Electron America. Mr. Kramer holds a B.S. in general engineering/physical science from the United States Naval Academy and served in the United States Navy as a Surface Warfare Officer for seven years after receiving his degree and commission. There is no arrangement or understanding between Mr. Kramer and any other persons pursuant to which he was appointed as an officer of the Company, and there is no family relationship between Mr. Kramer and any directors or executive officers of the Company.

In connection with his appointment, Mr. Kramer entered into an offer letter (the “Offer Letter”) dated July 27, 2016, by and between Mr. Kramer and the Company as well as a Change in Control and Severance Agreement (the “Severance Agreement” and, together Offer Letter, the “Agreements”), dated July 27, 2016, by and between Mr. Kramer and the Company, each effective as of August 4, 2016. Pursuant to the terms of the Agreements, Mr. Kramer will receive an annual base salary of $425,000 and an annual performance bonus target of 67% of his base salary (both to be pro-rated for 2016). Bonus payments will be determined in the discretion of the Board of Directors or a committee thereof subject to achievement of any applicable bonus objectives and/or conditions determined by the Board of Directors or a committee thereof. In the event of an involuntary termination, Mr. Kramer will receive: (i) severance consisting of a lump sum cash payment in the amount equal to twelve months’ base salary and (ii) premium payments under COBRA for up to 12 months. In the event of a termination following a change in control, Mr. Kramer will receive: (i) severance consisting of a lump sum cash payment in an amount equal to (x) eighteen months’ base salary and (y) his target annual bonus; (ii) premium payments under COBRA for up to 18 months; and (iii) 100% accelerated vesting of all of the unvested equity compensation then held by Mr. Kramer. Mr. Kramer will also receive certain relocation benefits including standard moving costs, a relocation allowance of one month’s salary and up to 180 days of temporary housing.

Mr. Kramer will also receive an initial option grant to purchase 1,000,000 shares of the Company’s common stock with an exercise price per share equal to the then current fair market value as determined by the Board on the date of grant. Subject to Mr. Kramer’s continued service with the Company, the option will vest with respect to one quarter of the shares on the one year anniversary of the grant date and then, with respect to the remaining three-quarters of the shares, in equal monthly installments over the next three years.

Mr. Kramer will also enter into the Company’s form indemnity agreement for officers and directors, which provides, among other things, that the Company will indemnify such officer or director, under the circumstances and to the extent provided for therein, for costs, losses, claims, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings in which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company or its subsidiaries, and otherwise to the fullest extent permitted by law. The foregoing description is qualified in its entirety by the text of the indemnity agreement, the form of which was filed with the Securities and Exchange Commission on November 7, 2011 as Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A and is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the appointment of Mr. Kramer is attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Description

The following exhibit relating to Item 2.02 shall be deemed to be furnished and not filed:

99.1	Press Release issued by Intermolecular, Inc. on August 4, 2016, entitled “Intermolecular Announces Second Quarter 2016 Financial Results”
99.2	Press Release issued by Intermolecular, Inc. on August 4, 2016, entitled “Intermolecular Appoints Chris Kramer President and CEO”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERMOLECULAR, INC.
Date: August 4, 2016	By:	/s/ C. Richard Neely, Jr.
		C. Richard Neely, Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Intermolecular Announces Second Quarter 2016 Financial Results

SAN JOSE, Calif., August 4, 2016 — Intermolecular, Inc. (NASDAQ: IMI) today reported results for its second quarter of fiscal 2016 ended June 30, 2016.

Results Highlights:

• Second quarter revenue of $11.7 million, 7% year-over-year growth, 39% year-over-year program revenue growth

• Total cash and investments remained strong at $34.2 million

Second Quarter Fiscal 2016 Results

Revenue for the second quarter of 2016 was $11.7 million, up 7% compared to $11.0 million in the same period a year ago. Program revenue grew significantly to $10.0 million, up 39% from the $7.3 million recorded in the second quarter of 2015. Licensing and royalty revenue declined to $1.7 million in the quarter, compared to $3.7 million in the second quarter of the prior year.

GAAP net loss for the second quarter was $(4.0) million, or $(0.08) per share, compared to a net loss of $(5.7) million, or $(0.12) per share, for the second quarter of 2015.

Non-GAAP net loss for the second quarter was $(3.1) million, or $(0.06) per share compared to a non-GAAP net loss of $(3.9) million, or $(0.08) per share in the second quarter of 2015.

“The company continues its progress in building a strong base for future growth and profitability. We are building excellent customer relationships while working on expanding our market base both within and outside of semiconductors,” said Bruce McWilliams, Executive Chairman. “As we continue to roll out our IMI Lab services to a broader market, we expect to build a strong and steady pipeline of customers. To accelerate this growth, we announced earlier today that Chris Kramer is joining our team as our new President and Chief Executive Officer. Chris’ wealth of knowledge and experience in semiconductor materials makes him the right leader to accelerate the growth of our core business.”

Outlook for Third Quarter 2016

“Our third quarter guidance is not where we would like it to be, as we are being impacted by market conditions in the semiconductor memory space where customers have pushed out business, but the company believes it should come back in future quarters,” McWilliams said. “We are committed to improving this as rapidly as possible, and Chris’ addition as our new CEO will be a tremendous boost to rolling out our IMI Lab services to a broader market, while I focus on strategic initiatives and diversification of our business. We have the right team in place to drive the future growth of our business and fully capitalize on our outstanding technology platform and our materials expertise.”

The following statements are based on current expectations for the third quarter of 2016. The Company does not plan to update, nor does it undertake any obligation to update, this outlook in the future.

• Intermolecular projects revenue in the range of $9.5 million to $10.0 million.

• GAAP net loss is projected between $(6.0) million and $(7.0) million, or between $(0.12) to $(0.14) per share, on approximately 49.5 million shares outstanding

• Non-GAAP net loss, which excludes stock-based compensation expense, is projected between $(5.0) million and $(6.0) million, or between $(0.10) to $(0.12) per share, on approximately 49.5 million shares outstanding

Intermolecular reports revenue, cost of revenue, gross margin, operating income (loss), net income (loss) and earnings (loss) per share in accordance with U.S. generally accepted accounting principles (GAAP) and additionally on a non-GAAP basis. A reconciliation of the non-GAAP financial measures with the most directly comparable GAAP measures, as well as a description of the items excluded from the non-GAAP measures, is included in the financial statements portion of this press release. Please refer to “Reconciliation of GAAP to Non-GAAP Financial Measures” and “Reconciliation of GAAP Net Loss to Non-GAAP Net Loss” below.

Conference Call Today

Intermolecular will host a conference call and simultaneous audio-only webcast at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time today with Bruce McWilliams, executive chairman, Chris Kramer, president and chief executive officer, and Rick Neely, senior vice president and chief financial officer, for Intermolecular.

The call can be accessed by dialing (877) 251-1860; international callers should dial (224) 357-2386. Please dial-in ten minutes prior to the scheduled conference call time. A live and archived webcast (audio only) of the call will be available on Intermolecular’s Website at http://ir.intermolecular.com for up to 30 days after the call.

About Intermolecular, Inc.

Intermolecular^® is the trusted partner for advanced materials innovation. Advanced materials are at the core of innovation in the 21^st century for a wide range of industries including semiconductors, consumer electronics, automotive and aerospace. With its substantial materials expertise; accelerated learning and experimentation platform; and information and analytics infrastructure, Intermolecular has a ten-year track record helping leading companies accelerate and de-risk materials innovation.

“Intermolecular” and the Intermolecular logo are registered trademarks; all rights reserved. Learn more at www.intermolecular.com or follow on Twitter at @IMIMaterials.

Forward-Looking Statements

Statements made in this press release and the earnings call referencing the press release that are not statements of historical fact are forward-looking statements. Forward-looking statements are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to, but are not limited to, our ability to productize our workflows with existing and future customers; expectations regarding our future revenue, cash flow and GAAP and non-GAAP net income or loss; the ability of our new business model to generate profits and long-term shareholder returns; the extent to which technology developed in collaboration with our customers will continue to remain on the critical path and have significant value for such customers and us as well as the industry as a whole; and anticipated growth in our current markets through expansion of existing customer programs and the entry into other engagements with new customers. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations, including but not limited to: our ability to execute on our strategy, prove our business model and remain technologically competitive in rapidly evolving industry conditions; commercial acceptance of our HPC platform and methodology as effective R&D tools; our ability to achieve and sustain profitability; the ability of our customers to achieve their announced product roadmaps in a timely manner; the extent to which we are able to successfully extend and expand relationships with existing customers; our ability to manage the growth of our business; the rapid technology changes and volatility of the customers and industries we serve; our potential need for future capital to finance our

operations; and other risks described in our most recent Form 10-K and our quarterly reports on Form 10-Q, each as filed with the SEC and available at www.sec.gov, particularly in the sections titled “Risk Factors.” All forward-looking statements are based on management’s current estimates, projections and assumptions, and we assume no obligation to update them.

Non-GAAP Financial Measures

To supplement the financial data presented on a GAAP basis, we also disclose certain non-GAAP financial measures, which exclude the effect of stock-based compensation. These non-GAAP financial measures are not prepared in accordance with GAAP, do not serve as an alternative to GAAP and may be calculated differently than non-GAAP financial information disclosed by other companies. These results should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. We believe that our non-GAAP financial information provides useful information to management and investors regarding financial and business trends relating to our financial condition and results of operations because the non-GAAP measures exclude charges that management considers to be outside of Intermolecular’s core operating results. We believe that the non-GAAP measures of revenue, cost of net revenue, gross profit, gross margin, operating (loss) income, net (loss) income, earnings per share and net (loss) income per share, viewed in combination with our financial results calculated in accordance with GAAP, provide investors with additional perspective and a more meaningful understanding of our ongoing operating performance. In addition, management uses these non-GAAP measures to review and assess financial performance, to determine executive officer incentive compensation and to plan and forecast performance in future periods.

Intermolecular, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts, Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Revenue:
Program revenue	$	10,052		$	7,251		$	22,013		$	14,349
Licensing and royalty revenue		1,677			3,743			4,234			6,490
Total revenue		11,729			10,994			26,247			20,839
Cost of revenue		4,132			4,620			8,928			10,107
Gross profit		7,597			6,374			17,319			10,732
Operating expenses:
Research and development		6,924			7,160			13,828			13,660
Sales and marketing		2,130			1,587			4,074			2,896
General and administrative		2,669			3,186			5,269			6,596
Total operating expenses		11,723			11,933			23,171			23,152
Operating loss		(4,126	)		(5,559	)		(5,852	)		(12,420	)
Interest income (expense), net		40			(121	)		72			(255	)
Other income, net		99			2			115			7
Loss before provision for income taxes		(3,987	)		(5,678	)		(5,665	)		(12,668	)
Income tax provision		1			2			4			5
Net loss	$	(3,988	)	$	(5,680	)	$	(5,669	)	$	(12,673	)
Basic and diluted net loss per share	$	(0.08	)	$	(0.12	)	$	(0.11	)	$	(0.27	)
Shares used in basic and diluted net loss per share		49,448			47,935			49,317			47,768

Intermolecular, Inc.

Condensed Consolidated Balance Sheets

(In thousands, Unaudited)

	As of June 30, 2016			As of December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	16,356		$	11,676
Short-term marketable securities		15,526			23,656
Total cash, cash equivalents and short-term marketable securities		31,882			35,332
Accounts receivable, net		4,770			6,114
Prepaid expenses and other current assets		1,235			1,608
Total current assets		37,887			43,054
Long-term marketable securities		2,302			—
Materials inventory		3,365			4,413
Property and equipment, net		14,385			15,735
Intangible assets, net		5,573			5,969
Other assets		514			506
Total assets	$	64,026		$	69,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	786		$	848
Accrued compensation and employee benefits		2,303			4,416
Deferred revenue		2,457			2,595
Accrued liabilities		1,965			2,385
Total current liabilities		7,511			10,244
Other long-term liabilities		3,292			3,334
Total liabilities		10,803			13,578
Stockholders’ equity:
Common stock		50			49
Additional paid-in capital		211,735			208,972
Accumulated other comprehensive income (loss)		5			(24	)
Accumulated deficit		(158,567	)		(152,898	)
Total stockholders’ equity		53,223			56,099
Total liabilities and stockholders’ equity	$	64,026		$	69,677

Intermolecular, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands, Unaudited)

	Six Months Ended June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(5,669	)	$	(12,673	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization and accretion		3,823			5,240
Stock-based compensation		2,049			3,643
Gain on disposal of property and equipment		(19	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		404			(311	)
Material inventory		426			585
Accounts receivable		1,343			(735	)
Accounts payable		(211	)		144
Accrued and other liabilities		(1,888	)		1,925
Deferred revenue		(137	)		(1,784	)
Net cash (used in) provided by operating activities		121			(3,966	)
Cash flows from investing activities:
Purchase of investments		(13,262	)		(31,047	)
Redemption of investments		18,916			29,753
Purchase of property and equipment		(1,786	)		(1,299	)
Proceeds from sale of equipment		22			—
Capitalized intangible assets		(45	)		(435	)
Net cash (used in) provided by investing activities		3,845			(3,028	)
Cash flows from financing activities:
Payment of debt		—			(1,000	)
Proceeds from exercise of common stock options		714			605
Net cash (used in) provided by financing activities		714			(395	)
Net increase (decrease) in cash and cash equivalents		4,680			(7,389	)
Cash and cash equivalents at beginning of period		11,676			21,765
Cash and cash equivalents at end of period	$	16,356		$	14,376

Intermolecular, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts and percentages, Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
GAAP cost of net revenue	$	4,132		$	4,620		$	8,928		$	10,107
Stock-based compensation expense (a)		(101	)		(312	)		(306	)		(784	)
Non-GAAP cost of net revenue	$	4,031		$	4,308		$	8,622		$	9,323
GAAP gross profit	$	7,597		$	6,374		$	17,319		$	10,732
Stock-based compensation expense (a)		101			312			306			784
Non-GAAP gross profit	$	7,698		$	6,686		$	17,625		$	11,516
As a percentage of net revenue:
GAAP gross margin		64.8	%		58.0	%		66.0	%		51.5	%
Non-GAAP gross margin		65.6	%		60.8	%		67.2	%		55.3	%
GAAP operating loss	$	(4,126	)	$	(5,559	)	$	(5,852	)	$	(12,420	)
Stock-based compensation expense (a):
- Cost of net revenue		101			312			306			784
- Research and development		207			511			536			1,018
- Sales and marketing		247			312			390			523
- General and administrative		373			612			817			1,318
Non-GAAP operating loss	$	(3,198	)	$	(3,812	)	$	(3,803	)	$	(8,777	)
GAAP net loss	$	(3,988	)	$	(5,680	)	$	(5,669	)	$	(12,673	)
Stock-based compensation expense (a)		928			1,747			2,049			3,643
Non-GAAP net loss	$	(3,060	)	$	(3,933	)	$	(3,620	)	$	(9,030	)
Shares used in computing GAAP basic and diluted earnings per share		49,448			47,935			49,317			47,768
GAAP earnings per share:
Basic and diluted net loss per common share	$	(0.08	)	$	(0.12	)	$	(0.11	)	$	(0.27	)
Shares used in computing Non-GAAP basic and diluted earnings per share		49,448			47,935			49,317			47,768
Non-GAAP earnings per share:
Basic and diluted net loss per common share	$	(0.06	)	$	(0.08	)	$	(0.07	)	$	(0.19	)

(a) Stock-based compensation reflects expense recorded relating to stock-based awards. The Company excludes this item when it evaluates the continuing operational performance of the Company, as management believes this provides it a meaningful understanding of its core operating performance.

Intermolecular, Inc.

Third Quarter 2016 Outlook

Reconciliation of GAAP Net Loss to Non-GAAP Net Loss

(In thousands, except per share amounts, Unaudited)

GAAP net loss range	$(6,000) - $(7,000)
Stock-based compensation	$1,000
Non-GAAP net loss range	$(5,000) - $(6,000)
GAAP and Non-GAAP diluted shares	49,500
GAAP net loss per share range	$(0.12) - $(0.14)
Non-GAAP net loss per share range	$(0.10) - $(0.12)

CONTACT:

Rick Neely

Intermolecular, Inc.

Sr. Vice President and Chief Financial Officer

rick.neely@intermolecular.com

+1.408.582.5430

EX-99.2

Exhibit 99.2

Intermolecular Appoints Chris Kramer President and CEO

Bruce McWilliams becomes Executive Chairman

SAN JOSE, Calif., August 4, 2016 — Intermolecular, Inc. (NASDAQ: IMI), the trusted partner for advanced materials innovation, today announced that Chris Kramer has been appointed as President and Chief Executive Officer reporting to Bruce McWilliams, who will assume the role of Executive Chairman.

“I am thrilled to welcome Chris Kramer to the leadership team of Intermolecular. This represents a new chapter for us as Chris brings the market savvy, insights and skills to help drive our future growth. Chris’ wealth of knowledge and experience in semiconductor materials makes him the right complement to me and the rest of our management team as we recognize there are increasing opportunities to capitalize on our innovative technologies in helping customers address critical materials challenges and opportunities,” said Bruce McWilliams. “I am also excited to take on my new role as full-time Executive Chairman, in which I will focus on strategic initiatives to diversify our business into new markets and grow our licensed products activity.”

“We are very pleased to add Chris Kramer, an experienced and successful executive, to our team at IMI,” said George Scalise, Lead Independent Director for IMI. “I worked with Chris while on the board at ATMI and was delighted with the business, sales and marketing skills he brought to our management team.”

Kramer has more than 25 years of experience as a senior technology executive in the semiconductor and materials industry in the U.S., Asia and Europe. He joined ATMI in 2010 as Senior Vice President of Materials Solutions, where he was responsible for the company’s ion implant business operations and its gas and liquid storage and delivery systems. In 2013, Kramer was promoted to manage ATMI’s microelectronics materials business as its General Manager. Subsequently, he joined Entegris in 2014 as part of the ATMI acquisition. He served the company as Senior Vice President and General Manager of Electronic Materials, and as the Chief Commercial Officer. In this role, he was responsible for business development aimed at upgrading the company’s sales and marketing capabilities, yielding substantially improved customer relationships.

“I am honored and excited to join Intermolecular at this important moment of opportunity for this company. Having worked with IMI as a customer, I am very enthusiastic about helping the company take advantage of the market need for advanced materials innovation,” said Chris Kramer. “I am excited to bring these capabilities to more customers that will benefit from IMI’s innovative solutions to materials requirements and look forward to contributing to our growth and future success.”

Prior to joining ATMI, Kramer was Vice President, Global Strategic Account Management, for Tokyo Electron America (TEL), where he was responsible for developing and maximizing strategic business and technology relationships with IBM and their alliance partners.

Kramer received a B.S. degree from the U.S. Naval Academy and served in the U.S. Navy as a Surface Warfare Officer for seven years after receiving his degree and commission.

About Intermolecular, Inc.

Intermolecular^® is the trusted partner for advanced materials innovation. Advanced materials are at the core of innovation in the 21st century for a wide range of industries including semiconductors, consumer electronics, automotive and aerospace. With its substantial materials expertise; accelerated learning and experimentation platform; and information and analytics infrastructure, Intermolecular has a ten-year track record helping leading companies accelerate and de-risk materials innovation.

“Intermolecular” and the Intermolecular logo are registered trademarks; all rights reserved. Learn more at www.intermolecular.com or follow on Twitter at @IMIMaterials.

CONTACT:

Rick Neely

Intermolecular, Inc.

Sr. Vice President and Chief Financial Officer

rick.neely@intermolecular.com

+1.408.582.5430