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): September 7, 2017

TINTRI, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-38117	26-2906978
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

303 Ravendale Drive

Mountain View, California 94043

(Address of principal executive offices including zip code)

(650) 810-8200

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

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

Item 2.02. Results of Operations and Financial Condition.

On September 7, 2017, Tintri, Inc. (the “Company”) issued a press release announcing its financial results for the second fiscal quarter ended July 31, 2017. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by Tintri, Inc. dated September 7, 2017.

SIGNATURES

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 thereunto duly authorized.

	Tintri, Inc.
Date: September 7, 2017	By:	/s/ Ian Halifax
		Ian Halifax Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Tintri, Inc. dated September 7, 2017.

EX-99.1

Exhibit 99.1

Tintri Reports Second Quarter Fiscal 2018 Financial Results

MOUNTAIN VIEW, Calif, September 7, 2017 – Tintri, Inc. (NASDAQ: TNTR), a leading enabler of enterprise cloud, today reported results for its second quarter fiscal 2018 ended July 31, 2017.

“While the company’s revenue came in at the low end of our expectations, we delivered stronger than projected profitability and cash flow improvements,” said Ken Klein, Chairman and CEO at Tintri. “We remain confident in our competitive position and in the strength of our value proposition. In the quarter we received the largest order in the company’s history and added new enterprise logos. Additionally, we experienced continued momentum in our land-and-expand strategy with more purchases from current customers. We enter the second half of our fiscal year having just announced a new all-flash platform and additional software offerings—these further enhance our differentiation and better enable our customers to transition to the enterprise cloud.”

Q2 Key Quarterly Business and Financial Highlights

• Quarterly revenue: $34.9 million, up 27% year-over-year.

• Net Loss per Share Attributable to Common Stockholders: ($2.05) per share GAAP, improved from ($7.53) per share in the year-ago quarter; and ($0.91) per share non-GAAP, improved from ($1.03) per share in the year-ago quarter.

• Cash and cash equivalents, and short-term investments: $80.6 million as of July 31, 2017, compared to $48.0 million as of January 31, 2017.

• New customers: added new enterprise and CSP customers, increasing total customer count to over 1,400.

• Launched new enterprise cloud offerings: Tintri EC6000 all-flash storage platform, Tintri Cloud Connector for integration to Amazon Web Services and IBM Cloud Object Storage, and advancements to machine learning powered Tintri Analytics.

• Announced integration with Cisco UCS Director.

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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Second Quarter Fiscal 2018 Financial Highlights

The following tables summarize our consolidated financial results for the fiscal quarters ended July 31, 2017 and 2016 ($ and share count in millions except per share amounts, unaudited):

GAAP Quarterly Financial Information
	Three Months Ended July 31, 2017	Three Months Ended July 31, 2016	Year-over-Year Change
Revenue	$34.9	$27.6	27%
Gross Profit	$19.7	$17.8	$1.9
Gross Margin	56.5%	64.7%	(8.2 ppts)
Operating Loss	($49.1)	($24.5)	($24.6)
Operating Margin	(141.0%)	(89.0%)	(52.0 ppts)
Net Loss	($51.7)	($25.7)	($26.0)
Net Loss Attributable to Common Stockholders	($25.3)	($25.7)	$0.4
Net Loss per Share Attributable to Common Stockholders	($2.05)	($7.53)	$5.48
Weighted-Average Shares (Basic and Diluted)	12.3	3.4	8.9
Non-GAAP Quarterly Financial Information
	Three Months Ended July 31, 2017	Three Months Ended July 31, 2016	Year-over-Year Change
Gross Margin	60.1%	65.3%	(5.2 ppts)
Operating Loss	($24.9)	($20.9)	($4.0)
Operating Margin	(71.4%)	(75.8%)	4.4 ppts
Net Loss	($27.4)	($22.0)	($5.4)
Net Loss per Share	($0.91)	($1.03)	$0.12
Weighted-Average Shares (Basic and Diluted)	30.2	21.4	8.8
Free Cash Flow	($23.9)	($21.8)	($2.1)
Free Cash Flow % of Revenue	(68.4%)	(79.0%)	10.6 ppts

A reconciliation between GAAP and non-GAAP information is provided at the end of this release.

Third Quarter Fiscal 2018 Financial Outlook

As we look ahead, we are providing the following outlook for the quarter ending October 31, 2017. We expect:

• Revenue in the range of $36 to $37 million;

• Non-GAAP loss per share in the range of ($0.77) to ($0.81), using 31.2 million weighted-average shares outstanding.

All forward-looking non-GAAP financial measures contained in this section titled “Third Quarter Fiscal 2018 Financial Outlook” exclude stock-based compensation expense, payroll tax expense related to stock-based activities, and, as applicable, other special items. We have not reconciled guidance for non-GAAP loss per share to its most directly comparable GAAP measure because the items that have been excluded are uncertain and cannot be reasonably predicted. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures is not available without unreasonable effort.

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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Conference Call and Webcast

Tintri is hosting a conference call for analysts and investors to discuss its second quarter fiscal 2018 results and outlook for its third quarter at 2:00 p.m. Pacific Time today, September 7, 2017. Participants can listen in via webcast by visiting the Investor Relations section of Tintri’s website at ir.tintri.com. Please go to the website at least 15 minutes early to register, download, and install any necessary audio software. A replay of the webcast will be available for 7 days after the call. The conference call can also be accessed by dialing 1-844-379-5957 or +1-209-905-5964 and using the conference ID 63265823. Following the call, an audio replay will also be available by calling 1-855-859-2056 or +1-404-537-3406 and entering the conference ID 63265823. The audio replay will be available through 5:00 p.m. Pacific Time on September 14, 2017.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to statements relating to estimated revenues and non-GAAP loss per share for future fiscal periods, our competitive position and environment, sales trends, and product releases. These forward-looking statements are not historical facts, and instead are based on our current expectations, estimates, opinions, and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of such forward-looking statements depends upon future events, and involves risks, uncertainties, and other factors beyond our control that may cause these statements to be inaccurate and cause our actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: the rapid evolution of the markets in which we compete; our ability to sustain or manage future growth effectively; factors that could result in the significant fluctuation of our future quarterly operating results, including, among other things, our revenue mix, the timing and magnitude of orders, shipments and acceptance of our solutions in any given quarter, our ability to attract new and retain existing end-customers, changes in the pricing of certain components of our solutions, and fluctuations in demand and competitive pricing pressures for our solutions; the introduction or acceleration of adoption of competing solutions; failure to develop, or unexpected difficulties or delays in developing, new product features or technology on a timely or cost-effective basis; and other risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the final Prospectus related to our initial public offering of common stock (“IPO”) filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration No. 333-218429), and other reports on file with the U.S. Securities and Exchange Commission (“SEC”), which are available on our investor relations website at https://ir.tintri.com and on the SEC website at www.sec.gov, or that we may file with the SEC following the date of this press release, including our Quarterly Report on Form 10-Q for the quarter ended July 31, 2017. All statements provided in this release speak only as of the date of this press release and, except as required by law, we assume no obligation to update any forward-looking statements to reflect actual results or subsequent events or circumstances.

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures and other key performance measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, pro forma non-GAAP net loss per share, free cash flow, and free cash flow as a percentage of revenue. In computing these non-GAAP financial measures, we exclude the effects of certain items such as stock-based compensation expense, IPO-related expenses not netted against IPO proceeds, and adjustment to Series E, E-1, and F Convertible Preferred Stock related to our IPO. Free cash flow is a performance measure that our management believes provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures, and we define free cash flow as net cash used in operating activities less purchases of property and equipment. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures and key performance measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures and key performance measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures such as stock-based compensation expense that may not be indicative of our ongoing core business operating results. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity, and planning, forecasting, and analyzing future periods. However, these non-GAAP financial and key performance measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, pro forma non-GAAP net loss per share, and free cash flow are not substitutes for gross profit, gross margin, operating expenses, loss from operations, operating margin, net loss or net loss attributable to common stockholders, net loss per share or net loss per share attributable to common stockholders, net loss per share or net loss per share attributable to common stockholders, or net cash used in operating activities, respectively. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. We urge you to review the reconciliation of our non-GAAP financial measures and key performance measures to the most directly comparable GAAP financial measures included below in the tables captioned “Reconciliation of GAAP to Non-GAAP Profit Measures,” and “Reconciliation of GAAP Net Cash Used In Operating Activities to Non-GAAP Free Cash Flow,” and not to rely on any single financial measure to evaluate our business.

About Tintri

Tintri (NASDAQ: TNTR) offers an enterprise cloud infrastructure built on a public cloud-like web services architecture and RESTful APIs. Organizations use Tintri all-flash storage with scale-out and automation as a foundation for their own clouds—to build agile development environments for cloud native applications and to run mission critical enterprise applications. Tintri enables users to guarantee the performance of their applications, automate common IT tasks to reduce operating expenses, troubleshoot across their infrastructure, and predict an organization’s needs to scale—the underpinnings of a modern data center. That’s why leading cloud service providers and enterprises, including Comcast, Chevron, NASA, Toyota, United Healthcare and 20% of the Fortune 100 companies, trust Tintri with enterprise cloud. For more information, visit www.tintri.com and follow us on Twitter: @Tintri. Tintri has used, and intends to continue to use, its Investor Relations website and the Twitter account of @tintri as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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© 2017 Tintri, Inc. All rights reserved. Tintri and the Tintri logo are registered trademarks or trademarks of Tintri, Inc. in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be trademarks of their respective holder(s).

AT TINTRI:

Investor Relations Contact: David Jew, 650.772.3838, ir@tintri.com

TINTRI, INC.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

	As of January 31,			As of July 31,
	2017			2017
Assets
Current assets:
Cash and cash equivalents	$	48,048		$	72,691
Short-term investments		—			7,926
Accounts receivable, net		30,749			18,946
Inventories, net		6,509			6,180
Prepaid and other current assets		6,202			4,958
Total current assets		91,508			110,701
Property and equipment, net		10,410			10,000
Other long-term assets		2,984			3,000
Total assets	$	104,902		$	123,701
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	15,674		$	18,057
Accrued and other current liabilities		20,668			19,725
Deferred revenue, current		28,056			30,172
Long-term debt, current portion		—			18,962
Total current liabilities		64,398			86,916
Deferred revenue, non-current		28,389			30,463
Long-term debt		48,914			49,540
Other long-term liabilities		5,041			5,256
Total liabilities	$	146,742		$	172,175
Commitments and contingencies
Convertible preferred stock	$	257,141		$	—
Stockholders’ deficit:
Common stock		1			2
Additional paid-in capital		41,745			355,132
Notes receivables from stockholders		(1,544	)		(744	)
Accumulated other comprehensive loss		(466	)		(337	)
Accumulated deficit		(338,717	)		(401,316	)
Treasury stock		—			(1,211	)
Total stockholders’ deficit		(298,981	)		(48,474	)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	104,902		$	123,701

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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TINTRI, INC.

Condensed Consolidated Statements of Operations

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

	Three Months Ended July 31,						Six Months Ended July 31,
	2016			2017			2016			2017
Revenue:
Product	$	20,768		$	26,329		$	37,445		$	48,716
Support and maintenance		6,788			8,537			12,987			16,505
Total revenue		27,556			34,866			50,432			65,221
Cost of revenue:
Product		7,160			11,470			13,096			20,379
Support and maintenance		2,568			3,682			4,640			6,721
Total cost of revenue		9,728			15,152			17,736			27,100
Gross Profit:
Product		13,608			14,859			24,349			28,337
Support and maintenance		4,220			4,855			8,347			9,784
Total gross profit		17,828			19,714			32,696			38,121
Operating expenses:
Research and development		12,989			23,080			26,648			38,003
Sales and marketing		24,466			32,607			49,462			60,049
General and administrative		4,911			13,171			10,586			18,503
Total operating expenses		42,366			68,858			86,696			116,555
Loss from operations		(24,538	)		(49,144	)		(54,000	)		(78,434	)
Other expense, net:
Interest expense		(1,376	)		(2,798	)		(2,813	)		(4,072	)
Other income, net		395			413			681			455
Total other expense, net		(981	)		(2,385	)		(2,132	)		(3,617	)
Loss before provision for income taxes		(25,519	)		(51,529	)		(56,132	)		(82,051	)
Provision for income taxes		153			138			351			296
Net loss	$	(25,672	)	$	(51,667	)	$	(56,483	)	$	(82,347	)
Deemed dividend to Series E and E-1 Convertible Preferred Stock	$	—		$	—		$	—		$	(6,588	)
Impact of adjustment to Series E, E-1 and F Convertible Preferred Stock	$	—		$	26,336		$	—		$	26,336
Net loss attributable to common stockholders	$	(25,672	)	$	(25,331	)	$	(56,483	)	$	(62,599	)
Net loss per share attributable to common stockholders—basic and diluted	$	(7.53	)	$	(2.05	)	$	(16.63	)	$	(7.78	)
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted		3,409,123			12,343,830			3,397,369			8,045,418

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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TINTRI, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands, unaudited)

	Six Months Ended July 31,
	2016			2017
Cash flows from operating activities:
Net loss	$	(56,483	)	$	(82,347	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,799			3,605
Stock-based compensation expense		7,441			25,918
Accretion of balloon payment		402			750
Amortization of debt issuance cost, credit facility fees and debt discounts		221			105
Other		(18	)		(13	)
Changes in operating assets and liabilities:
Accounts receivable		5,662			11,803
Inventories		(1,009	)		329
Prepaid expenses and other assets		(2,976	)		(887	)
Payment of offering costs		(1,900	)		(1,518	)
Accounts payable		2,569			(1,583	)
Deferred revenue		3,540			4,190
Accrued and other liabilities		(1,760	)		(1,807	)
Net cash used in operating activities		(39,512	)		(41,455	)
Cash flows from investing activities:
Purchase of property and equipment		(2,331	)		(2,054	)
Purchase of investments		(8,423	)		(7,926	)
Proceeds from maturities of investments		40,810			—
Net cash provided by (used in) investing activities		30,056			(9,980	)
Cash flows from financing activities:
Payment on capital lease financing		(112	)		(172	)
Proceeds from revolving line of credit		6,962			5,000
Proceeds from term loan		—			15,000
Proceeds from initial public offering, net of underwriting discounts and commissions		—			55,804
Proceeds from repayment of employee notes receivable		67			—
Proceeds from exercise of stock options		696			470
Net cash provided by financing activities		7,613			76,102
Foreign exchange impact on cash and cash equivalents		(62	)		(24	)
Net increase (decrease) in cash and cash equivalents		(1,905	)		24,643
Cash and cash equivalents, beginning of period		50,716			48,048
Cash and cash equivalents, end of period	$	48,811		$	72,691

Reconciliation of GAAP to Non-GAAP Profit Measures

(in thousands, except share and per share data)

	GAAP			Non-GAAP Adjustments									Non-GAAP
	Three Months Ended July 31, 2017			Stock-based compensation			Other non-GAAP adjustments (1)			Income tax effect on non-GAAP adjustments			Three Months Ended July 31, 2017
Gross profit	$	19,714		$	1,228		$	—		$	—		$	20,942
Gross margin		56.5	%											60.1	%
Operating expenses
Research and development		23,080			(8,380	)		(20	)					14,680
Sales and marketing		32,607			(4,638	)		(984	)					26,985
General and administrative		13,171			(8,207	)		(805	)					4,159
Total operating expenses		68,858			(21,225	)		(1,809	)					45,824
Loss from operations		(49,144	)		22,453			1,809						(24,882	)
Operating margin		(141.0	%)											(71.4	%)
Net loss	$	(51,667	)	$	22,453		$	1,809		$	(32	)	$	(27,437	)
Net loss adjustment (2)		26,336			—			(26,336	)		—			—
Net loss attributable to common stockholders	$	(25,331	)	$	22,453		$	(24,527	)	$	(32	)	$	(27,437	)
Weighted-shares outstanding, basic and diluted		12,343,830												12,343,830
Pro forma adjustment (3)		17,884,027												17,884,027
Pro forma weighted-shares outstanding, basic and diluted		30,227,857												30,227,857
Net loss per share attributable to common stockholders, basic and diluted	$	(2.05	)
Pro forma net loss per share attributable to common stockholders, basic and diluted	$	(0.84	)	$	0.74		$	(0.81	)	$	—		$	(0.91	)

(1) IPO-related expenses not netted against IPO proceeds

(2) adjustment to Series E, E-1, and F Convertible Preferred Stock related to IPO

(3) to reflect assumed conversion of convertible preferred stock, IPO shares, and other adjustments as of the beginning of the period

Tintri Reports Second Quarter of Fiscal 2018 Financial Results

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Reconciliation of GAAP to Non-GAAP Profit Measures

(in thousands, except share and per share data)

	GAAP			Non-GAAP Adjustments					Non-GAAP
	Three Months Ended July 31, 2016			Stock-based compensation			Income tax effect on non-GAAP adjustments		Three Months Ended July 31, 2016
Gross profit	$	17,828		$	163		$	—	$	17,991
Gross margin		64.7	%							65.3	%
Operating expenses
Research and development		12,989			(1,384	)				11,605
Sales and marketing		24,466			(1,027	)				23,439
General and administrative		4,911			(1,069	)				3,842
Total operating expenses		42,366			(3,480	)				38,886
Loss from operations		(24,538	)		3,643					(20,895	)
Operating margin		(89.0	%)							(75.8	%)
Net loss	$	(25,672	)	$	3,643		$	39	$	(21,990	)
Weighted-shares outstanding, basic and diluted		3,409,123								3,409,123
Pro forma adjustment (1)		17,992,973								17,992,973
Pro forma weighted-shares outstanding, basic and diluted		21,402,096								21,402,096
Net loss per share, basic and diluted	$	(7.53	)
Pro forma net loss per share, basic and diluted	$	(1.20	)	$	0.17		$	—	$	(1.03	)

(1) to reflect assumed conversion of convertible preferred stock as of the beginning of the period

Reconciliation of GAAP Net Cash Used In Operating Activities to Non-GAAP Free Cash Flow

(in thousands)

	Three Months Ended July 31, 2017			Three Months Ended July 31, 2016
Net cash used in operating activities	$	(22,480	)	$	(19,816	)
Less: Purchase of property and equipment		(1,378	)		(1,959	)
Free cash flow		(23,858	)		(21,775	)
Free cash flow % revenue		(68.4	%)		(79.0	%)

Source: Tintri