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): March 1, 2018
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
(Registrants 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 March 5, 2018, Tintri, Inc. (the Company) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31, 2018. 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 contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 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 2.05. | Costs Associated with Exit or Disposal Activities. |
On March 1, 2018, the Board of Directors of the Company (the Board) approved a restructuring and reduction in force plan of approximately 20% of the Companys global workforce. The Company expects to substantially complete the restructuring in its first quarter of fiscal 2019, which ends on April 30, 2018.
The Company estimates it will incur approximately $3.0 million to $4.0 million of cash expenditures in connection with the restructuring, substantially all of which relate to severance costs and contract termination costs. Total restructuring expenses are estimated at $2.5 million to $3.5 million, substantially all of which relate to severance costs. Total restructuring expense is expected to be lower than cash restructuring costs primarily due to the reversal of previously recognized non-cash stock-based compensation expense related to awards that will not vest as a result of the restructuring plan. The Company expects to recognize most of these pre-tax restructuring charges in the first quarter of fiscal 2019.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 5, 2018, the Company announced that Ken Klein will transition from his role as the Companys Chief Executive Officer. Mr. Klein expects to continue to serve as the Companys Chief Executive Officer and as a Board member until a successor is appointed and an orderly transition has occurred.
Item 8.01 | Other Events. |
On March 5, 2018, the Company entered into a Waiver and Tenth Amendment to Loan and Security Agreement (the Tenth Amendment) with Silicon Valley Bank (SVB), pursuant to which the parties agreed to certain amendments and modifications to the Companys line of credit under the Loan and Security Agreement between the Company and SVB dated as of May 14, 2013, as amended (Loan Agreement). The Tenth Amendment provides for the interest rate on amounts outstanding under the Loan Agreement shall be equal to the prime rate plus 1.85% per annum through March 31, 2018, and for the waiver by SVB with respect to certain prior breaches of financial covenants and related defaults, in each case subject to the terms and conditions set forth in the Tenth Amendment.
The Company is in the process of negotiating a further amendment to the Loan Agreement with SVB, as well as an amendment to its revolving line of credit with TriplePoint Capital LLC (TriplePoint).
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). Forward-looking statements generally relate to future events or the Companys future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as may, will, should, expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts, potential or continue or the negative of these words or other similar terms or expressions that concern the Companys negotiations with SVB and TriplePoint and any related amendments to the Companys credit agreements, estimates of the magnitude of workforce reductions, cash expenditures that may be made by the Company and non-cash charges that may be incurred by the Company in connection with the restructuring plan, the size and availability of credits related to non-cash stock-based compensation expense in connection with the restructuring plan, and the changes in our senior management team and Mr. Kleins continued service as interim Chief Executive Officer and member of our Board. The Companys expectations and beliefs regarding these matters may not materialize, and actual results are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could contribute to such differences include the Companys ability to implement the restructuring in various jurisdictions; possible changes in the size and components of the expected costs and charges associated with the restructuring; risks associated with the Companys ability to achieve the benefits of the restructuring; and the risks more fully described in the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2017 filed with the Securities and Exchange Commission. The forward-looking statements in this Form 8-K are based on information available to the Company as of the date hereof, and Company disclaims any obligation to update any forward-looking statements, except as required by law.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Press release issued by Tintri, Inc. dated March 5, 2018. |
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: March 5, 2018 | By: | /s/ Ian Halifax | ||||
Ian Halifax | ||||||
Chief Financial Officer |
Exhibit 99.1
Tintri Reports Fourth Quarter and Fiscal Year 2018 Financial Results
Delivered Quarterly Revenue and EPS Above Guidance
Took Actions to Strengthen Financial Position; Plan to Reduce FY19 Operating Expenses by More Than $70 Million
Announced CEO Transition
MOUNTAIN VIEW, Calif., March 5, 2018 Tintri, Inc. (NASDAQ: TNTR), a leading enabler of enterprise cloud, today reported results for its fourth quarter and fiscal year 2018 which ended on January 31, 2018.
We are pleased with financial results that exceeded our revenue and EPS outlook, indicating the company has improved visibility into customer purchasing dynamics. We have taken a number of important actions to strengthen our balance sheet, improve our operating model, and reduce our cash burn, said Ken Klein, Chairman and CEO at Tintri. We also expanded our differentiated product portfolio and increased our footprint with existing customers.
Business and Financial Highlights
| Q4 revenue of $28.9 million, better than the companys guidance. |
| Q4 net loss per share: ($1.19) per share GAAP and ($0.72) per share non-GAAP, better than the companys guidance. |
| Ken Klein, Chairman and CEO, will transition from his CEO role after a successor is found. |
| Implemented work force reduction and lowered facilities footprint, as part of a plan to reduce FY19 operating expense by more than $70 million. |
| Strengthened balance sheet by drawing on a $25 million note facility with certain existing stockholders. |
| Tom Cashman promoted to Executive Vice President, Worldwide Sales and Alliances. |
CEO and Sales Management Change
The company announced that its Chairman and CEO, Ken Klein, will transition from his CEO role after a successor is found. Mr. Klein expects to continue to serve as CEO and as a Board member until the new CEO is appointed and an orderly transition has occurred. The Board of Directors has initiated a search for a successor to lead the company in its next stage of evolution and has established a search process and engaged an executive search firm.
On behalf of the Board, I would like to thank Ken for his 4 years of leadership and many contributions to Tintri, said Harvey Jones, Tintri Board member. Ken transformed the company and expanded Tintris technology differentiation in the market. The Board of Directors is grateful to Ken for his continued involvement as we conduct a comprehensive search for the companys next CEO.
We made progress on our financial initiatives this quarter, by reporting a strong Q4, reducing our operating expenses, and strengthening our balance sheet. I am proud of the transformation the company has made and I believe the company is on the right trajectory, said Ken Klein, CEO and Chairman. I am ready to transition leadership to the right successor to propel the company forward.
Tintri also announced that Tom Cashman has been promoted to Executive Vice President, Worldwide Sales and Alliances. Mr. Cashman joined Tintri in 2015, and had served most recently as Senior Vice President, International Sales and Global Alliances. Prior to joining the company, Mr. Cashman served in senior sales leadership capacities with Informix, Tivoli Systems, IBM, and CA Technologies.
Promissory Notes Financing
On Mar 2, 2018, the company announced the issuance of Promissory Notes to certain existing stockholders for aggregate gross proceeds of $25 million. The Promissory Notes will have an interest rate of 8.0% per annum and are scheduled to mature 18 months from the date of issuance.
Work Force and Facilities Restructuring
The company has implemented a restructuring and reduction in force plan of approximately 20% of the companys global workforce. On February 21, 2018, the company also announced an early termination of a facility lease. The restructuring, which consisted of a reduction in force and a termination of a facility lease, is part of an overall plan to optimize the companys operating model.
The company expects to substantially complete the restructuring in its first quarter of fiscal year 2019, which ends on April 30, 2018. The company estimates it will incur approximately $4.8 million to $5.8 million of cash expenditures in connection with the restructuring, substantially all of which relate to severance costs and contract termination costs. Total restructuring expenses are estimated at $6.2 million to $7.2 million, substantially all of which related to severance costs, write-off of net leasehold costs, and contract termination costs. The company expects to recognize most of these charges in the first quarter of fiscal year 2019.
Fourth Quarter and Fiscal Year 2018 Financial Highlights
The following tables summarize our consolidated financial results for the fiscal quarters and years ended January 31, 2017, and January 31, 2018 (unaudited):
GAAP Quarterly Financial Information |
||||||||||||||||||||||||
(in millions, except percentages and per share data) | Three Months Ended January 31, 2017 |
Three Months Ended January 31, 2018 |
Year-over- Year Change |
Year Ended January 31, 2017 |
Year Ended January 31, 2018 |
Year-over- Year Change |
||||||||||||||||||
Revenue |
$ | 40.8 | $ | 28.9 | -29 | % | $ | 125.1 | $ | 125.9 | 1 | % | ||||||||||||
Gross Profit |
$ | 25.7 | $ | 16.0 | $ | (9.7 | ) | $ | 80.9 | $ | 73.0 | $ | (7.9 | ) | ||||||||||
Gross Margin |
63.0 | % | 55.3 | % | -7.7 ppts | 64.7 | % | 58.0 | % | -6.7 ppts | ||||||||||||||
Operating Loss |
$ | (24.3 | ) | $ | (35.3 | ) | $ | (11.0 | ) | $ | (100.8 | ) | $ | (149.5 | ) | $ | (48.7 | ) | ||||||
Operating Margin |
-59.6 | % | -122.0 | % | -62.4 ppts | -80.6 | % | -118.7 | % | -38.1 ppts | ||||||||||||||
Net Loss |
$ | (25.5 | ) | $ | (37.4 | ) | $ | (11.9 | ) | $ | (105.8 | ) | $ | (157.7 | ) | $ | (51.9 | ) | ||||||
Net Loss Attributable to Common Stockholders |
$ | (25.5 | ) | $ | (37.4 | ) | $ | (11.9 | ) | $ | (105.8 | ) | $ | (137.9 | ) | $ | (32.1 | ) | ||||||
Net Loss per Share Attributable to Common Stockholders |
$ | (7.23 | ) | $ | (1.19 | ) | $ | 6.04 | $ | (30.73 | ) | $ | (6.98 | ) | $ | 23.75 | ||||||||
Weighted-Average Shares (Basic and Diluted) |
3.5 | 31.3 | 27.8 | 3.4 | 19.8 | 16.4 |
Non-GAAP Quarterly Financial Information |
||||||||||||||||||||||||
(in millions, except percentages and per share data) | Three Months Ended January 31, 2017 |
Three Months Ended January 31, 2018 |
Year-over- Year Change |
Year Ended January 31, 2017 |
Year Ended January 31, 2018 |
Year-over- Year Change |
||||||||||||||||||
Gross Margin |
63.4 | % | 59.1 | % | -4.3 ppts | 65.2 | % | 60.5 | % | -4.7 ppts | ||||||||||||||
Operating Loss |
$ | (21.2 | ) | $ | (20.6 | ) | $ | 0.6 | $ | (86.9 | ) | $ | (93.9 | ) | $ | (7.0 | ) | |||||||
Operating Margin |
-52.0 | % | -71.3 | % | -19.3 ppts | -69.5 | % | -74.6 | % | -5.1 ppts | ||||||||||||||
Net Loss |
$ | (22.5 | ) | $ | (22.6 | ) | $ | (0.1 | ) | $ | (92.0 | ) | $ | (101.9 | ) | $ | (9.9 | ) | ||||||
Net Loss per Share |
$ | (1.05 | ) | $ | (0.72 | ) | $ | 0.33 | $ | (4.29 | ) | $ | (3.56 | ) | $ | 0.73 | ||||||||
Weighted-Average Shares (Basic and Diluted) |
21.5 | 31.3 | 9.8 | 21.4 | 28.7 | 7.3 | ||||||||||||||||||
Free Cash Flow |
$ | (13.1 | ) | $ | (22.6 | ) | $ | (9.5 | ) | $ | (74.7 | ) | $ | (98.3 | ) | $ | (23.6 | ) | ||||||
Free Cash Flow % of Revenue |
-32.1 | % | -78.0 | % | -45.9 ppts | -59.7 | % | -78.1 | % | -18.4 ppts |
A reconciliation between GAAP and non-GAAP information is provided at the end of this release.
First Quarter Fiscal Year 2019 Financial Outlook
As we look ahead, we are providing the following outlook for the quarter ending April 30, 2018. These guidance numbers are based on the existing revenue standard (ASC 605). We expect:
| Revenue in the range of $20.0 to $21.0 million; |
| Non-GAAP loss per share in the range of ($0.64) to ($0.68), using 32.6 million weighted-average shares outstanding. |
If appropriate, we may update our outlook after we have completed assessing the impact of the new revenue standard (ASC 606), adopted and effective beginning February 1, 2018.
All forward-looking non-GAAP financial measures contained in this section titled First Quarter Fiscal 2019 Financial Outlook exclude stock-based compensation expense, payroll tax expense related to stock-based activities, legal fees related to securities lawsuits, 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.
Conference Call and Webcast
Tintri is hosting a conference call for analysts and investors to discuss its fourth quarter and fiscal year 2018 results and outlook for its first quarter fiscal year 2019 at 1:30 p.m. Pacific Time today, March 5, 2018. Participants can listen in via webcast by visiting the Investor Relations section of Tintris 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 7669576. 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 7669576. The audio replay will be available through 5:30 p.m. Pacific Time on March 12, 2018.
Forward-Looking Statements
This press release contains forward-looking statements, including but not limited to statements relating to our search for a new CEO; estimates of the magnitude of workforce reductions; cash expenditures that may be made by the company and non-cash charges that may be incurred by the company in connection with the restructuring plan, and the changes in our senior management team, and Mr. Kleins continued service as interim Chief Executive Officer and a member of our Board; anticipated changes to the companys operating model and cash flows; customer purchasing trends; estimated revenues and non-GAAP loss per share for future fiscal periods; planned reductions in operating expenses in FY2019; 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: our ability to hire a new CEO and the timing of such hiring; our ability to reduce operating expenses in future periods; our ability to comply with and/or modify terms of our outstanding debt; the impact of the new revenue standard (ASC 606) on our revenues for the quarter ending April 30, 2018 and future periods; our ability to attract and retain employees; 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 Managements Discussion and Analysis of Financial Condition and Results of Operations in our 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 October 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.
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, restructuring charges, legal fees related to securities lawsuits and other one-off activities, IPO-related expenses not netted against IPO proceeds, deemed dividend to Series E and E-1 Convertible Preferred Stock, adjustment to Series E, E-1, and F Convertible Preferred Stock related to our IPO, and income tax-related impact. 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 cloudsto 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 organizations needs to scalethe underpinnings of a modern data center. Thats 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.
© 2018 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, | ||||||||
2017 | 2018 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 48,048 | $ | 32,281 | ||||
Accounts receivable, net |
30,749 | 17,722 | ||||||
Inventories, net |
6,509 | 7,494 | ||||||
Prepaid and other current assets |
6,202 | 3,633 | ||||||
|
|
|
|
|||||
Total current assets |
91,508 | 61,130 | ||||||
Property and equipment, net |
10,410 | 12,246 | ||||||
Other long-term assets |
2,984 | 2,871 | ||||||
|
|
|
|
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Total assets |
$ | 104,902 | $ | 76,247 | ||||
|
|
|
|
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Liabilities, Convertible Preferred Stock and Stockholders Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 15,674 | $ | 11,908 | ||||
Accrued and other current liabilities |
20,668 | 20,257 | ||||||
Deferred revenue, current |
28,056 | 31,679 | ||||||
Long-term debt, current portion |
| 18,962 | ||||||
|
|
|
|
|||||
Total current liabilities |
64,398 | 82,806 | ||||||
Deferred revenue, non-current |
28,389 | 29,982 | ||||||
Long-term debt |
48,914 | 49,676 | ||||||
Other long-term liabilities |
5,041 | 5,493 | ||||||
|
|
|
|
|||||
Total liabilities |
146,742 | 167,957 | ||||||
|
|
|
|
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Commitments and contingencies |
||||||||
Convertible preferred stock |
257,141 | | ||||||
Stockholders deficit: |
||||||||
Common stock |
1 | 2 | ||||||
Additional paid-in capital |
41,745 | 387,232 | ||||||
Notes receivables from stockholders |
(1,544 | ) | (750 | ) | ||||
Accumulated other comprehensive loss |
(466 | ) | (355 | ) | ||||
Accumulated deficit |
(338,717 | ) | (476,628 | ) | ||||
Treasury stock |
| (1,211 | ) | |||||
|
|
|
|
|||||
Total stockholders deficit |
(298,981 | ) | (91,710 | ) | ||||
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|
|
|
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Total liabilities, convertible preferred stock and stockholders deficit |
$ | 104,902 | $ | 76,247 | ||||
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|
|
|
TINTRI, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data, unaudited)
Year Ended January 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Revenue: |
||||||||||||
Product |
$ | 68,652 | $ | 97,330 | $ | 90,793 | ||||||
Support and maintenance |
17,360 | 27,775 | 35,111 | |||||||||
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|
|
|
|||||||
Total revenue |
86,012 | 125,105 | 125,904 | |||||||||
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|
|
|
|
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Cost of revenue: |
||||||||||||
Product |
25,138 | 34,738 | 38,959 | |||||||||
Support and maintenance |
7,110 | 9,437 | 13,907 | |||||||||
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|
|
|
|
|
|||||||
Total cost of revenue |
32,248 | 44,175 | 52,866 | |||||||||
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|
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Gross profit: |
||||||||||||
Product |
43,514 | 62,592 | 51,834 | |||||||||
Support and maintenance |
10,250 | 18,338 | 21,204 | |||||||||
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|
|
|
|||||||
Total gross profit |
53,764 | 80,930 | 73,038 | |||||||||
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|
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Operating expenses: |
||||||||||||
Research and development |
43,179 | 53,445 | 74,120 | |||||||||
Sales and marketing |
87,993 | 108,903 | 112,685 | |||||||||
General and administrative |
18,773 | 19,364 | 34,800 | |||||||||
Restructuring charges |
| | 899 | |||||||||
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|
|
|
|
|||||||
Total operating expenses |
149,945 | 181,712 | 222,504 | |||||||||
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|
|
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Loss from operations |
(96,181 | ) | (100,782 | ) | (149,466 | ) | ||||||
Other expense, net: |
||||||||||||
Interest expense |
(4,407 | ) | (5,231 | ) | (8,448 | ) | ||||||
Other income, net |
254 | 677 | 733 | |||||||||
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|
|
|
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Total other expense, net |
(4,153 | ) | (4,554 | ) | (7,715 | ) | ||||||
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|
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Loss before provision for income taxes |
(100,334 | ) | (105,336 | ) | (157,181 | ) | ||||||
Provision for income taxes |
634 | 465 | 478 | |||||||||
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Net loss |
$ | (100,968 | ) | $ | (105,801 | ) | $ | (157,659 | ) | |||
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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 | ||||||
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Net loss attributable to common stockholders |
$ | (100,968 | ) | $ | (105,801 | ) | $ | (137,911 | ) | |||
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|
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Net loss per share attributable to common stockholdersbasic and diluted |
$ | (32.15 | ) | $ | (30.73 | ) | $ | (6.98 | ) | |||
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|
|
|||||||
Weighted-average shares used in computing net loss per share attributable to common stockholdersbasic and diluted |
3,140,947 | 3,442,549 | 19,763,684 | |||||||||
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TINTRI, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Year Ended January 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | (100,968 | ) | $ | (105,801 | ) | $ | (157,659 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation and amortization |
7,753 | 9,270 | 7,105 | |||||||||
Stock-based compensation expense |
9,755 | 13,834 | 51,818 | |||||||||
Excess tax benefit from stock-based compensation |
| 71 | | |||||||||
Accretion of balloon payment |
947 | 603 | 1,709 | |||||||||
Amortization of debt issuance cost, credit facility fees and debt discounts |
670 | 239 | 241 | |||||||||
Restructuring charges |
| | (974 | ) | ||||||||
Other |
(39 | ) | (36 | ) | (16 | ) | ||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(4,083 | ) | (10,036 | ) | 13,027 | |||||||
Inventories |
1,821 | (3,134 | ) | (1,024 | ) | |||||||
Prepaid expenses and other assets |
(645 | ) | (1,383 | ) | 550 | |||||||
Payment of offering costs |
| (2,348 | ) | (4,253 | ) | |||||||
Accounts payable |
(1,095 | ) | 7,291 | (6,354 | ) | |||||||
Deferred revenue |
18,842 | 14,581 | 5,216 | |||||||||
Accrued and other liabilities |
4,933 | 6,483 | (1,246 | ) | ||||||||
|
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|
|
|
|||||||
Net cash used in operating activities |
(62,109 | ) | (70,366 | ) | (91,860 | ) | ||||||
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|
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Cash flows from investing activities: |
||||||||||||
Purchase of property and equipment |
(10,914 | ) | (4,337 | ) | (6,415 | ) | ||||||
Purchase of investments |
(70,419 | ) | (13,807 | ) | (11,513 | ) | ||||||
Proceeds from maturities of investments |
6,350 | 76,478 | 11,513 | |||||||||
Proceeds from disposition of investments |
18,574 | | | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by (used in) investing activities |
(56,409 | ) | 58,334 | (6,415 | ) | |||||||
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|
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Cash flows from financing activities: |
||||||||||||
Payment on capital lease financing |
(300 | ) | (240 | ) | (234 | ) | ||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs |
122,770 | | | |||||||||
Proceeds from revolving line of credit |
7,000 | 6,962 | 5,000 | |||||||||
Proceeds from term loan |
35,000 | | 15,000 | |||||||||
Repayment of revolving line of credit |
(6,000 | ) | | | ||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions |
| | 62,314 | |||||||||
Proceeds from repayment of employee notes receivable |
| 411 | | |||||||||
Proceeds from exercise of stock options |
3,132 | 2,292 | 470 | |||||||||
Repurchase of common stock |
(5 | ) | | | ||||||||
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|
|
|||||||
Net cash provided by financing activities |
161,597 | 9,425 | 82,550 | |||||||||
Foreign exchange impact on cash and cash equivalents |
(2 | ) | (61 | ) | (42 | ) | ||||||
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|
|||||||
Net increase (decrease) in cash and cash equivalents |
43,077 | (2,668 | ) | (15,767 | ) | |||||||
Cash and cash equivalents, beginning of period |
7,639 | 50,716 | 48,048 | |||||||||
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|
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Cash and cash equivalents, end of period |
$ | 50,716 | $ | 48,048 | $ | 32,281 | ||||||
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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 January 31, 2017 |
Stock-based compensation |
Income tax effect on non-GAAP adjustments |
Three Months Ended January 31, 2017 |
|||||||||||||
Gross profit |
25,694 | 147 | 25,841 | |||||||||||||
Gross margin |
63.0 | % | 63.4 | % | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
13,570 | (1,137 | ) | 12,433 | ||||||||||||
Sales and marketing |
31,579 | (906 | ) | 30,673 | ||||||||||||
General and administrative |
4,823 | (902 | ) | 3,921 | ||||||||||||
Total operating expenses |
49,972 | (2,945 | ) | 47,027 | ||||||||||||
Loss from operations |
(24,278 | ) | 3,092 | (21,186 | ) | |||||||||||
Operating margin |
-59.6 | % | -52.0 | % | ||||||||||||
Net loss attributable to common stockholders |
(25,548 | ) | 3,092 | (81 | ) | (22,537 | ) | |||||||||
Net loss per share attributable to common stockholders, basic and diluted |
(7.23 | ) | ||||||||||||||
Pro forma net loss per share, basic and diluted |
(1.19 | ) | 0.14 | | (1.05 | ) | ||||||||||
Weighted-shares outstanding, basic and diluted |
3,532,145 | 3,532,145 | ||||||||||||||
Pro forma adjustment (1) |
17,992,973 | 17,992,973 | ||||||||||||||
Pro forma weighted-shares outstanding, basic and diluted |
21,525,118 | 21,525,118 |
(1) | To reflect assumed conversion of convertible preferred stock as of the beginning of the period |
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 January 31, 2018 |
Stock-based compensation |
Other non-GAAP adjustments (1) |
Income tax effect on non-GAAP adjustments |
Three Months Ended January 31, 2018 |
||||||||||||||||
Gross profit |
15,997 | 1,085 | 17,082 | |||||||||||||||||
Gross margin |
55.3 | % | 59.1 | % | ||||||||||||||||
Operating expenses |
||||||||||||||||||||
Research and development |
18,830 | (6,836 | ) | 11,994 | ||||||||||||||||
Sales and marketing |
24,201 | (2,282 | ) | 21,919 | ||||||||||||||||
General and administrative |
8,236 | (3,845 | ) | (607 | ) | 3,784 | ||||||||||||||
Restructuring charges |
9 | (9 | ) | | ||||||||||||||||
Total operating expenses |
51,276 | (12,963 | ) | (616 | ) | 37,697 | ||||||||||||||
Loss from operations |
(35,279 | ) | 14,048 | 616 | (20,615 | ) | ||||||||||||||
Operating margin |
-122.0 | % | -71.3 | % | ||||||||||||||||
Net loss attributable to common stockholders |
(37,387 | ) | 14,048 | 616 | 143 | (22,580 | ) | |||||||||||||
Net loss per share attributable to common stockholders, basic and diluted |
(1.19 | ) | 0.45 | 0.02 | | (0.72 | ) | |||||||||||||
Weighted-shares outstanding, basic and diluted |
31,323,004 | 31,323,004 |
(1) | Restructuring charges and legal fees related to securities lawsuits and other one-off activities. |
Reconciliation of GAAP to Non-GAAP Profit Measures
(in thousands, except share and per share data)
GAAP | Non-GAAP Adjustments | Non-GAAP | ||||||||||||||
Year Ended January 31, 2017 |
Stock-based compensation |
Income tax effect on non-GAAP adjustments |
Year Ended January 31, 2017 |
|||||||||||||
Gross profit |
80,930 | 587 | 81,517 | |||||||||||||
Gross margin |
64.7 | % | 65.2 | % | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
53,445 | (5,227 | ) | 48,218 | ||||||||||||
Sales and marketing |
108,903 | (4,115 | ) | 104,788 | ||||||||||||
General and administrative |
19,364 | (3,905 | ) | 15,459 | ||||||||||||
Total operating expenses |
181,712 | (13,247 | ) | 168,465 | ||||||||||||
Loss from operations |
(100,782 | ) | 13,834 | (86,948 | ) | |||||||||||
Operating margin |
-80.6 | % | -69.5 | % | ||||||||||||
Net loss attributable to common stockholders |
(105,801 | ) | 13,834 | | (91,967 | ) | ||||||||||
Net loss per share attributable to common stockholders, basic and diluted |
(30.73 | ) | ||||||||||||||
Pro forma net loss per share, basic and diluted |
(4.94 | ) | 0.65 | | (4.29 | ) | ||||||||||
Weighted-shares outstanding, basic and diluted |
3,442,549 | 3,442,549 | ||||||||||||||
Pro forma adjustment (1) |
17,992,973 | 17,992,973 | ||||||||||||||
Pro forma weighted-shares outstanding, basic and diluted |
21,435,522 | 21,435,522 |
(1) | To reflect assumed conversion of convertible preferred stock as of the beginning of the period |
Reconciliation of GAAP to Non-GAAP Profit Measures
(in thousands, except share and per share data)
GAAP | Non-GAAP Adjustments | Non-GAAP | ||||||||||||||||||
Year Ended January 31, 2018 |
Stock-based compensation |
Other non-GAAP adjustments (1) |
Income tax effect on non-GAAP adjustments |
Year Ended January 31, 2018 |
||||||||||||||||
Gross profit |
73,038 | 3,191 | 76,229 | |||||||||||||||||
Gross margin |
58.0 | % | 60.5 | % | ||||||||||||||||
Operating expenses |
||||||||||||||||||||
Research and development |
74,120 | (21,608 | ) | (20 | ) | 52,492 | ||||||||||||||
Sales and marketing |
112,685 | (10,432 | ) | (984 | ) | 101,269 | ||||||||||||||
General and administrative |
34,800 | (16,587 | ) | (1,875 | ) | 16,338 | ||||||||||||||
Restructuring charges |
899 | (899 | ) | | ||||||||||||||||
Total operating expenses |
222,504 | (48,627 | ) | (3,778 | ) | 170,099 | ||||||||||||||
Loss from operations |
(149,466 | ) | 51,818 | 3,778 | (93,870 | ) | ||||||||||||||
Operating margin |
-118.7 | % | -74.6 | % | ||||||||||||||||
Net loss |
(157,659 | ) | 51,818 | 3,778 | 170 | (101,893 | ) | |||||||||||||
Deemed dividend |
(6,588 | ) | 6,588 | | ||||||||||||||||
Net loss adjustment (2) |
26,336 | (26,336 | ) | | ||||||||||||||||
Net loss attributable to common stockholders |
(137,911 | ) | 51,818 | (15,970 | ) | 170 | (101,893 | ) | ||||||||||||
Net loss per share attributable to common stockholders, basic and diluted |
(6.98 | ) | ||||||||||||||||||
Pro forma net loss per share attributable to common stockholders, basic and diluted |
(4.81 | ) | 1.81 | (0.56 | ) | | (3.56 | ) | ||||||||||||
Weighted-shares outstanding, basic and diluted |
19,763,684 | 19,763,684 | ||||||||||||||||||
Pro forma adjustment (3) |
8,895,083 | 8,895,083 | ||||||||||||||||||
Pro forma weighted-shares outstanding, basic and diluted |
28,658,767 | 28,658,767 |
(1) | Restructuring charges, legal fees related to securities lawsuits and other one-off activities, IPO-related expenses not netted against IPO proceeds, and deemed dividend to Series E and E-1 Convertible Preferred Stock. |
(2) | Adjustment to Series E, E-1, and F Convertible Preferred Stock related to IPO. |
(3) | To reflect assumed conversion of convertible preferred stock as of beginning of the year, and IPO shares as of the beginning of Q2. |
Reconciliation of GAAP Net Cash Used In Operating Activities to Non-GAAP Free Cash Flow
(in thousands)
Three Months Ended January 31, 2017 |
Three Months Ended January 31, 2018 |
Year Ended January 31, 2017 |
Year Ended January 31, 2018 |
|||||||||||||
Net cash used in operating activities |
(12,162 | ) | (20,249 | ) | (70,366 | ) | (91,860 | ) | ||||||||
Less: Purchase of property and equipment |
(906 | ) | (2,315 | ) | (4,337 | ) | (6,415 | ) | ||||||||
Free cash flow |
(13,068 | ) | (22,564 | ) | (74,703 | ) | (98,275 | ) | ||||||||
Free cash flow % revenue |
-32.1 | % | -78.0 | % | -59.7 | % | -78.1 | % |
Source: Tintri