0001193125-18-193807.txt : 20180615 0001193125-18-193807.hdr.sgml : 20180615 20180615091904 ACCESSION NUMBER: 0001193125-18-193807 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180615 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tintri, Inc. CENTRAL INDEX KEY: 0001554875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262906978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38117 FILM NUMBER: 18901067 BUSINESS ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-810-8200 MAIL ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 8-K 1 d609295d8k.htm FORM 8-K Form 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): June 15, 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

(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 June 15, 2018, Tintri, Inc. (the “Company”) issued a press release announcing its preliminary financial results for its fiscal quarter ended April 30, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press release issued by Tintri, Inc. dated June 15, 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: June 15, 2018     By:  

/s/ Tom Barton

      Tom Barton
      Chief Executive Officer
EX-99.1 2 d609295dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Tintri Reports Preliminary First Quarter Fiscal 2019 Financial Results and Provides Liquidity and Business Update

MOUNTAIN VIEW, Calif., June 15, 2018 Tintri, Inc. (NASDAQ: TNTR), a leading provider of enterprise cloud platforms, today reported its preliminary results for its first quarter fiscal 2019 which ended on April 30, 2018 and provided a liquidity and business update. These preliminary financial results are based on current information and are subject to revision upon finalization of the company’s accounting and financial reporting procedures and completion of the quarterly review.

Preliminary First Quarter Fiscal 2019 Financial Results; Liquidity of Business Update

 

    The company is currently in breach of certain covenants under its credit facilities and likely does not have sufficient liquidity to continue its operations beyond June 30, 2018.

 

    The company continues to evaluate its strategic options, including a sale of the company.

 

    Q1 revenue is expected to be approximately $22 million and GAAP net loss per share is expected to be approximately ($1.14). These financial results are preliminary and the company’s independent registered public accounting firm has not completed its review of these preliminary financial results.

As of April 30, 2018, and May 31, 2018, Tintri held aggregate cash and cash equivalents of $30.9 million and $11.5 million, respectively. Based on the company’s current cash projections, and regardless of whether its lenders were to choose to accelerate the repayment of the company’s indebtedness under its credit facilities, the company likely does not have sufficient liquidity to continue its operations beyond June 30, 2018. The company continues to evaluate its strategic options, including a sale of the company. Even if the company is able to secure a strategic transaction, there is a significant possibility that the company may file for bankruptcy protection, which could result in a complete loss of shareholders’ investment.

As of April 30, 2018, the company had $15.4 million of principal indebtedness outstanding under its line of credit with Silicon Valley Bank, or SVB, and $50.0 million under its credit facility with TriplePoint Capital, or TriplePoint. The company does not currently have any borrowing capacity available under either credit facility. Since May 31, 2018, the company has not been in compliance with certain financial and other covenants under these credit facilities, and SVB or TriplePoint may declare an event of default at any time. If either lender were to declare an event of default, the debt outstanding under the relevant facility would become immediately due and payable. The company does not at present, and may not in the future, have sufficient liquidity to repay amounts outstanding under its debt facilities should they become immediately due and payable. The company also has $25.0 million in principal amount of subordinated indebtedness outstanding in addition to other liabilities.

The company’s financial condition exposes its business to a number of risks. Existing and potential customers and suppliers have expressed concerns regarding the company’s financial condition, which may negatively impact the company’s ability to sell and ship products and services. In addition, the company’s financial condition may adversely affect its ability to continue to attract and retain key personnel and other employees. Tintri expects its bookings and revenues to be significantly impacted in the second quarter by its liquidity constraints and overall financial condition.

The closing bid price of the company’s common stock on the Nasdaq Stock Market has been less than $1.00 per share since May 22, 2018. In accordance with Nasdaq rules, if the company’s closing bid price is less than $1.00 per share for 30 consecutive business days, then the company’s shares may eventually be delisted from and cease to trade on the Nasdaq Stock Market. Following such a delisting, Tintri’s common stock may trade only on the over-the-counter market, or not at all.

Quarterly Report on Form 10-Q for Q1 2019

On June 15, 2018, Tintri filed a Notice of Late Filing with regards to its Quarterly Report on Form 10-Q for its first quarter of fiscal 2019 with the Securities and Exchange Commission (SEC). The company’s evaluation of its strategic options has required a considerable amount of time from the company’s management and other personnel that would otherwise be dedicated to the preparation of this Quarterly Report. The company has also experienced recent losses of employees whose job functions related to the preparation of the Quarterly Report. As a result of these and related factors, the company requires additional time to complete the preparation and review of the Quarterly Report and the financial statements contained therein. The company anticipates filing this Quarterly Report with the SEC in June 2018, although after the due date prescribed by SEC rules.


First Quarter Fiscal 2019 Final Financial Results

The financial results for the fiscal quarter ended April 30, 2018 discussed herein are presented on a preliminary basis. Final financial results for this period will be included in the company’s Quarterly Report on Form 10-Q for the period ended April 30, 2018.

Second Quarter Financial Outlook and First Quarter Conference Call

Tintri is not providing guidance for its second quarter of fiscal 2019 and the company will not be holding a conference call for its first quarter fiscal 2019 financial results.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to statements relating to the company’s expected revenue and net loss per share for its first quarter fiscal 2019; bookings and revenue for the second quarter of fiscal 2019; its future financial results and financial condition; the filing by the company of periodic reports with the SEC, including its Quarterly Report on Form 10-Q for the company’s first quarter of fiscal 2019, and the timing thereof; the time period during which the company can continue to operate the company’s business with its existing cash resources; and the future listing and trading price of the company’s common stock on the Nasdaq Stock Market. These forward-looking statements are not historical facts, and instead are based on the company’s 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 the company’s control that may cause these statements to be inaccurate and cause the company’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: the company’s ability to execute on strategic transactions; whether the company’s lenders elect to declare an event of default under its credit facilities; the company’s ability to continue to satisfy the listing standards of the Nasdaq Stock Market; accounting adjustments made by the company as a result of the review by the company’s independent registered public accounting firm of the company’s financial information for its first quarter fiscal of 2019; the company’s ability to comply with and/or modify terms of the company’s outstanding debt; the company’s ability to attract and retain employees; the rapid evolution of the markets in which the company competes; factors that could result in the significant fluctuation of the company’s future quarterly operating results, including, among other things, the company’s revenue mix, the timing and magnitude of orders, shipments, and acceptance of the company’s solutions in any given quarter, the company’s ability to attract new and retain existing end-customers and suppliers, changes in the pricing of certain components of the company’s


solutions, and fluctuations in demand and competitive pricing pressures for the company’s solutions; the company’s ability to reduce operating expenses in future periods; 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 company’s reports on file with the U.S. Securities and Exchange Commission (“SEC”), which are available on the company’s investor relations website at https://ir.tintri.com and on the SEC website at www.sec.gov, or that the company may file with the SEC following the date of this press release, including the company’s Annual Report on Form 10-K for the year ended January 31, 2018. All statements provided in this release speak only as of the date of this press release and, except as required by law, the company assumes no obligation to update any forward-looking statements to reflect actual results or subsequent events or circumstances.

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 percent of the Fortune 100, 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

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