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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarterly Period Ended JUNE 30, 2000
---------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number
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TRITON NETWORK SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-3434350
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8529 South Park Circle Orlando, Florida 32819
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(Address of principal executive offices) (Zip Code)
(407) 903-0900
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.
Common Stock, $0.001 par value 34,868,594 Shares
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Class Outstanding at July 31, 2000
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Triton Network Systems, Inc.
Index
<TABLE>
<CAPTION>
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 1999 and
December 31, 2000 3
Consolidated Statements of Operations for the Three
and Six Months Ended June 30, 1999 and 2000 4
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1999 and 2000 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Change in Securities and Use of Proceeds 15
Item 3. Defaults in Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17
</TABLE>
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Item 1. Financial Statements
Triton Network Systems, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
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(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .................................................. $ 46,130,279 $ 16,904,554
Trade receivables .......................................................... -- 1,609,532
Inventory .................................................................. 7,244,874 13,980,619
Other current assets ....................................................... 1,017,565 1,554,078
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Total current assets .................................................. 54,392,718 34,048,783
Property and equipment, net .................................................... 7,970,374 15,926,695
Restricted cash ................................................................ 650,000 1,443,315
Intangible assets .............................................................. -- 36,899,923
Other non-current assets ....................................................... 687,353 700,305
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Total assets .......................................................... $ 63,700,445 $ 89,019,021
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................... $ 5,207,524 $ 6,477,367
Accrued compensation ....................................................... 1,338,156 2,046,149
Other accrued expenses ..................................................... 2,227,802 3,242,251
Current portion of capital leases .......................................... 1,279,862 1,536,934
Current portion of notes payable ........................................... 159,140 865,362
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Total current liabilities ............................................. 10,212,484 14,168,063
Capital leases, net of current portion ..................................... 1,967,690 1,640,896
Notes payable, net of current portion ...................................... 187,440 3,386,550
Other long-term liabilities ................................................ -- 251,249
Commitments and contingencies
Stockholders' equity:
Series A, B and C, voting, convertible preferred stock, $.001 par value;
21,602,500 shares authorized, 18,806,469 issued and outstanding at
December 31, 1999 and 21,556,469 issued and outstanding
at June 30, 2000 ........................................................ 37,613 43,113
Common stock, $.001 par value; 33,250,000
shares authorized, 6,795,832 shares
issued and outstanding at December 31,
1999 and 6,741,240 issued and outstanding at
June 30, 2000 ........................................................... 13,592 13,482
Additional paid-in capital ................................................. 105,366,954 146,941,415
Notes receivable from stockholders ......................................... (606,624) (431,624)
Deferred compensation ...................................................... (1,925,998) (1,317,814)
Accumulated deficit ........................................................ (51,552,706) (75,676,309)
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Total stockholders' equity ............................................ 51,332,831 69,572,263
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Total liabilities and stockholders'
equity .............................................................. $ 63,700,445 $ 89,019,021
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</TABLE>
See accompanying notes to financial statements
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Triton Network Systems, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1999 2000 1999 2000
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<S> <C> <C> <C> <C>
Revenues ...................................... $ -- $ 5,199,746 $ -- $ 8,696,685
Cost of revenues .............................. -- 5,585,071 -- 10,747,459
------------ ------------ ------------ ------------
Gross profit (loss) ........................... -- (385,325) -- (2,050,774)
Operating expenses:
Manufacturing and operations ............... 1,217,467 -- 3,936,283 --
Research and development ................... 2,272,813 5,605,547 5,116,395 9,766,827
Selling and marketing ...................... 1,595,997 3,385,140 3,208,328 6,722,497
General and administrative ................. 1,000,329 1,730,954 1,557,610 3,600,273
Amortization of intangible assets .......... -- 1,942,101 -- 1,942,101
Amortization of deferred compensation ...... 396,428 287,709 774,702 608,184
------------ ------------ ------------ ------------
Total operating expenses .............. 6,483,034 12,951,451 14,593,318 22,639,882
------------ ------------ ------------ ------------
Loss from operations .......................... (6,483,034) (13,336,776) (14,593,318) (24,690,656)
Other income (expenses):
Interest income ............................ 261,199 369,539 564,840 933,643
Interest and other expense ................. (95,755) (221,603) (177,721) (366,590)
------------ ------------ ------------ ------------
Total other income .................... 165,444 147,936 387,119 567,053
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Net loss ...................................... $ (6,317,590) $(13,188,840) $(14,206,199) $(24,123,603)
============ ============ ============ ============
Net loss per share--basic and diluted ......... $ (1.33) $ (2.31) $ (3.14) $ (4.34)
============ ============ ============ ============
Shares used in per share calculations--
basic and diluted .......................... 4,754,699 5,708,184 4,523,758 5,557,799
============ ============ ============ ============
Pro forma net loss per common share:
Net loss per share--basic and diluted ...... $ (0.34) $ (0.48) $ (0.79) $ (0.94)
============ ============ ============ ============
Shares used in per share calculations--
basic and diluted ........................ 18,508,668 27,264,653 17,980,649 25,754,378
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements
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Triton Network Systems, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
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1999 2000
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(14,206,199) $(24,123,603)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 485,906 1,512,238
Amortization of intangible assets -- 1,942,101
Amortization of deferred compensation 774,702 608,184
Other -- 265,204
Changes in operating assets and liabilities, net of
effects of acquisition:
Increase in trade receivables -- (1,609,532)
Increase in inventory (1,252,082) (6,146,436)
Decrease (increase) in other current assets 68,915 (754,213)
Increase in restricted cash and other
non-current assets (201,398) (863,105)
Increase in accounts payable, accrued
compensation and other accrued expenses 1,567,512 3,164,401
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Net cash used in operating activities (12,762,644) (26,004,761)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (1,095,329) (6,709,021)
Purchases of short-term investments (1,989,983) --
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Net cash used in investing activities (3,085,312) (6,709,021)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of preferred and
common stock 10,668,792 89,567
Proceeds from notes payable 439,500 4,227,083
Payments on capital leases and notes payable (261,953) (828,593)
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Net cash provided by financing activities 10,846,339 3,488,057
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Net decrease in cash and cash equivalents (5,001,617) (29,225,725)
Cash and cash equivalents at beginning
of period 10,323,758 46,130,279
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Cash and cash equivalents at end of period $ 5,322,141 $ 16,904,554
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SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 176,842 $ 209,383
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NON-CASH FINANCING AND INVESTING ACTIVITIES
Fixed assets acquired under capital
lease obligations $ 1,319,707 $ 587,120
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Common stock issued for notes
receivable from stockholders $ 106,150 $ --
============ ============
Common stock warrants issued in connection
with lease and credit agreements $ -- $ 360,000
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</TABLE>
See accompanying notes to financial statements
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Triton Network Systems, Inc.
Notes To Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The financial information as of June 30, 2000 and for the three and six months
ended June 30, 1999 and 2000 is unaudited. In the opinion of management, such
interim financial information includes all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the results for such
interim periods. The consolidated financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These unaudited consolidated financial
statements should be read in conjunction with the Company's 1999 audited
consolidated financial statements and footnotes included in the Company's
Registration Statement on Form S-1, as amended (File No. 333-31434). The
December 31, 1999 consolidated balance sheet data was derived from the audited
consolidated financial statements, but does not include all disclosures required
by generally accepted accounting principles. The consolidated results of
operations for the three and six months ended June 30, 2000 are not necessarily
indicative of the results to be expected for any future period.
2. Inventory
Inventories consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
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(UNAUDITED)
<S> <C> <C>
Raw materials ................ $ 3,347,540 $ 8,222,115
Work in process .............. 1,535,916 3,758,596
Finished goods ............... 2,361,418 1,999,908
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Total inventory ........... $ 7,244,874 $ 13,980,619
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</TABLE>
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3. July 2000 Initial Public Offering
On July 17, 2000, the Company completed an initial public offering in which it
sold 6,325,000 shares of common stock (including the underwriters overallotment
exercise of 825,000 shares) at $15.00 per share resulting in net proceeds of
approximately $86.5 million, net of underwriting discounts and estimated
offering expenses. Upon the completion of the offering, all the Company's
convertible preferred stock converted into 21,556,469 shares of common stock. In
February 2000, the Company's board of directors approved an increase in
authorized shares when the initial public offering was completed. As a result,
in July 2000, the Company's authorized capital was increased to 120,000,000
shares of common stock, $0.001 par value, and 10,000,000 shares of preferred
stock, $0.001 par value.
In June 2000, in contemplation of the initial public offering, the Company's
stockholders approved a one-for-two reverse stock split of all outstanding
shares, which became effective on July 10, 2000. All share and per share
information included in these consolidated financials have been retroactively
adjusted to reflect this stock split.
4. Net Loss per Share
Basic and diluted net loss per share is based on the weighted-average number of
common shares outstanding for the reporting period. Restricted shares issued are
not included in basic or diluted loss per share in accordance with Statement of
Financial Accounting Standards Board Statement No. 128, Earnings Per Share.
Potentially dilutive securities, consisting of outstanding preferred stock,
stock options and common stock warrants, have been excluded from the diluted
loss per share calculation because their effects would have been anti-dilutive.
Pro forma basic and diluted loss per share gives effect to the conversion of the
convertible preferred stock, which automatically converted to common stock upon
the closing of the Company's initial public offering, from the original date of
issuance.
The following table sets forth the computation of actual and pro forma basic and
diluted loss per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 2000 1999 2000
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<S> <C> <C> <C> <C>
Actual:
Net loss ....................................... $ (6,317,590) $(13,188,840) $(14,206,199) $(24,123,603)
============ ============ ============ ============
Weighted-average shares used in basic
and diluted loss per share ................... 4,754,699 5,708,184 4,523,758 5,557,799
============ ============ ============ ============
Basic and diluted net loss per share ........... $ (1.33) $ (2.31) $ (3.14) $ (4.34)
============ ============ ============ ============
Pro forma:
Net loss ....................................... $ (6,317,590) $(13,188,840) $(14,206,199) $(24,123,603)
============ ============ ============ ============
Shares used above .............................. 4,754,699 5,708,184 4,523,758 5,557,799
Adjustment to reflect weighted-
average effect of assumed
conversion of convertible preferred stock .... 13,753,969 21,556,469 13,456,891 20,196,579
------------ ------------ ------------ ------------
Weighted-average shares used in pro
forma basic and diluted loss per share ....... 18,508,668 27,264,653 17,980,649 25,754,378
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
============ ============ ============ ============
Pro forma basic and diluted net loss per
share .......................................... $ (0.34) $ (0.48) $ (0.79) $ (0.94)
============ ============ ============ ============
</TABLE>
5. Acquisition
On March 31, 2000, the Company acquired the broadband modem product line from
International Business Machines for 2.75 million shares of series C preferred
stock. The total purchase price was approximately $41.3 million, with
approximately $2.3 million being allocated to net assets and approximately $39.0
million to intangible assets, which consist of patent and patent application
licenses and patent disclosures. The allocation of purchase price is preliminary
and subject to adjustment. The purchase price was based on the fair value of the
series C preferred stock using the Company's initial public offering price of
$15.00 per share. The intangible assets are being amortized over their estimated
useful life of five years.
6. Debt
In February 2000, the Company entered into an agreement with a financial
institution to borrow up to $9.0 million in 2000 for capital equipment
purchases, furniture and software. As of June 30, 2000, outstanding borrowings
were approximately $4.5 million bearing interest at an annual rate of
approximately 13%, and available borrowings were approximately $4.4 million.
7. 2000 Employee Stock Purchase Plan
In March 2000, the stockholders approved the Company's 2000 employee stock
purchase plan (the "Plan"). A total of 250,000 shares of common stock have been
reserved for the Plan. The Plan permits eligible participants to purchase common
stock at 85% of the fair market value at the beginning or end of the offering
period (whichever is lower), through payroll deductions of up to 10% of the
participant's compensation. The first offering period commenced on July 13,
2000, which was the first day of trading subsequent to the Company's initial
public offering.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This discussion and analysis should be read in conjunction with our consolidated
financial statements and accompanying notes included in this report and the
financial statements and notes thereto for the year ended December 31, 1999
included in the Company's Registration Statement on Form S-1, as amended (File
No. 333-31434) which was declared effective by the Securities and Exchange
Commission on July 12, 2000. Operating results are not necessarily indicative of
results that may occur in future periods.
Except for the historical information contained herein, the matters discussed in
the following discussion are forward-looking statements involving risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements. Examples of such forward looking statements
include statements about our future losses, research and development expenses
and capital expenditures, statements about anticipated improvements in our
product cost per unit, statements about increases in interest income, statements
about future hiring needs, and statements about the sufficiency of existing cash
and cash equivalents, net proceeds of our initial public offering, and amounts
available under our capital equipment financing line to fund our operations for
at least the next twelve months. The Company assumes no obligation to update
these forward-looking statements to reflect events or circumstances after the
date hereof. Further information regarding these and other risks is included in
Triton Network Systems' prospectus dated July 12, 2000, and its other filings
with the Securities and Exchange Commission.
OVERVIEW
We provide broadband wireless equipment that enables communications service
providers to deliver high-speed, cost-effective voice, video and data services
to their business customers. We currently offer two product lines: our Invisible
Fiber Internet product line for Internet service providers and our Invisible
Fiber SONET product line for communications service providers.
From our inception in March 1997 through late 1999, our operations consisted
primarily of start-up activities, including raising capital, recruiting
personnel, conducting research and development, establishing the market for our
initial products and purchasing operating assets. In addition, we developed our
final product assembly and testing capabilities, entered into manufacturing
agreements with third-parties and developed our sales, marketing and
administrative organizations.
We began supplying our Invisible Fiber products for use in field trials during
the second half of 1999. Two customers placed orders with us in December 1999
and we signed a supply agreement with our third customer early in the second
quarter of 2000. We first began recognizing revenues from sales of our products
during the first quarter of 2000.
Historically, we have incurred significant losses. As of June 30, 2000, we had
an accumulated deficit of approximately $75.7 million. We expect to incur
substantial losses for the foreseeable future. We also expect to incur
significant research and development, selling, marketing and
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general and administrative expenses. As a result, we will need to generate
significant revenues to achieve and maintain profitability. We may never achieve
profitability.
RECENT ACQUISITION
On March 31, 2000, we acquired certain assets and hired employees associated
with IBM's broadband modem product line in exchange for 2.75 million shares of
Series C preferred stock. This IBM unit developed and sold custom modems to us
for use in our products. During 1999, the majority of this unit's sales were to
us, with minor sales to one other customer. With the completion of this
transaction, we have secured intellectual property and engineering expertise for
future modem development, and we believe we will lower the cost of manufacturing
our products.
The total purchase price was approximately $41.3 million, with approximately
$2.3 million being allocated to net assets and approximately $39.0 million to
intangible assets, which consist of patent and patent application licenses and
patent disclosures. The allocation of purchase price is preliminary and subject
to adjustment. If the transaction had taken place on January 1, 1999, on a pro
forma basis, our revenue and net loss for 1999 would have increased by
approximately $0.3 million and $11.2 million or $2.34 per share, respectively.
The pro forma revenue and net loss does not purport to indicate what would have
occurred if the purchase had actually occurred on January 1, 1999 or to indicate
the results that may occur in the future. We plan to focus on further
development of the modem technology we have acquired from IBM to improve and
enhance our products. We believe that future research and development expenses
of the broadband modem products group subsequent to our acquisition of the group
will be significantly higher than the pro forma amount for 1999. Additionally,
the intangible assets are being amortized over their useful life of five years,
or approximately $1.9 million per quarter.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Revenues. Revenues were $5.2 million for the quarter ended June 30, 2000. We had
no revenues in the quarter ended June 30, 1999, as we first began recognizing
revenues from shipment of our products in 2000. Substantially all of our
revenues were from product shipments to three customers.
Cost of Revenues. Concurrent with the recognition of revenues beginning in the
first quarter of 2000, we began classifying manufacturing and operations costs
as cost of revenues. Prior to 2000, manufacturing and operations costs were
separately classified. During the second quarter of 2000, cost of revenues
exceeded revenues by approximately $385,000. This was due primarily to initial
start-up costs of our new transceiver module production operation, excess
capacity costs due to the low volume of shipments and reductions of inventory to
net realizable value. We believe that when the volume of shipments increases,
our transceiver module production operation begins volume production and the
planned redesign of product components to reduce cost occurs, our product cost
per unit will significantly improve. However, there can be no assurance these
cost improvements will be realized in the future.
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Research and Development. Research and development expenses of $5.6 million for
the second quarter of 2000 were $3.3 million higher than the second quarter of
1999. This increase was due primarily to development costs associated with the
broadband modem product line acquired at the end of the first quarter of 2000
(approximately $1.8 million), as well as other engineering personnel increases
and higher depreciation on new development equipment.
Selling and Marketing. Selling and marketing expenses of $3.4 million for the
second quarter of 2000 were $1.8 million higher than the second quarter of 1999.
The increase was due to the establishment of a core sales and marketing group
and the increase of advertising, marketing and other costs associated with sales
and support activities. Personnel costs related to the establishment of the
sales and marketing group accounted for approximately 42% of the expense
increase. Advertising, marketing and other costs associated with sales and
support activities represented 53% of the increase.
General and Administrative. General and administrative expenses of $1.7 million
for the second quarter of 2000 were $0.7 million higher than 1999. The increase
was due primarily to the development of the finance, human resources and
information technology groups and the hiring of our chief executive officer in
the third quarter of 1999. Personnel related costs accounted for approximately
83% of the increase. Depreciation and professional service costs represented
approximately 11% of the increase.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Revenues. Revenues were $8.7 million for the first half of 2000, as we first
began recognizing revenues from shipment of our products in 2000. We had no
revenues in the first half of 1999. Substantially all of our revenues were from
product shipments to three customers.
Cost of Revenues. Concurrent with the recognition of revenues during the quarter
ended March 31, 2000, we began classifying manufacturing and operations costs as
cost of revenues. Prior to 2000, manufacturing and operations costs were
separately classified. During the first half of 2000, cost of revenues exceeded
revenues by approximately $2.1 million. This was due primarily to initial start
up costs of our new transceiver module production operation, excess capacity
costs due to the low volume of shipments and reductions of inventory to net
realizable value. We believe that when the volume of shipments increases, our
transceiver module production operation begins volume production and the planned
redesign of product components to reduce cost occurs, our product costs per unit
will improve. However, there can be no assurance these cost improvements will be
realized in the future.
Research and Development. Research and development expenses of $9.8 million for
the first half of 2000 were $4.7 million higher than the first half of 1999.
This increase was due primarily to development costs associated with the
broadband modem product line acquired at the end of the first quarter of 2000
(approximately $1.8 million), as well as other engineering personnel increases
and higher depreciation on new development equipment.
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Selling and Marketing. Selling and marketing expenses of $6.7 million for the
first half of 2000 were $3.5 million higher than the first half of 1999. The
increase was due to the establishment of a core sales and marketing group and
the increase of advertising, marketing and other costs associated with sales and
support activities. Personnel costs related to the establishment of the sales
and marketing group accounted for approximately 48% of the expense increase.
Advertising, marketing and other costs associated with sales and support
activities represented 36% of the increase.
General and Administrative. General and administrative expenses of $3.6 million
for the first half of 2000 were $2.0 million higher than 1999. The increase was
due primarily to the development of the finance, human resources and information
technology groups and the hiring of our chief executive officer in the third
quarter of 1999. Personnel related costs accounted for approximately 65% of the
increase. Depreciation and professional service costs represented approximately
35% of the increase.
LIQUIDITY AND CAPITAL RESOURCES
Since inception through the second quarter of 2000, we have financed our
operations primarily through private sales of approximately $97.7 million of
convertible preferred stock as well as through capital leases for capital
equipment, furniture and software. During 1999, we raised approximately $61.0
million from private sales of convertible preferred stock. As of June 30, 2000,
cash and cash equivalents were $16.9 million.
In July 2000, we received net proceeds of approximately $86.5 million from the
sale of 6,325,000 common shares in an initial public offering. In addition, all
outstanding convertible preferred shares were converted into 21,556,469 shares
of common stock. The net proceeds from the public offering were initially
invested in short-term securities. As a result, our interest income from
investing in short term securities will increase in future quarters.
For the six months ended June 30, 2000, we used approximately $26.0 million of
cash from operations primarily due to our loss, before depreciation and
amortization, of $20.1 million and growth of receivables and inventory of $7.8
million, partially offset by growth in accounts payable and accrued expenses of
$3.2 million. For the six months ended June 30, 1999, we used approximately
$12.8 million of cash from operations primarily due to our net loss of $14.2
million.
For the six months ended June 30, 2000 and 1999, our investing activities
included the purchase of approximately $6.7 million and $1.1 million,
respectively, of property and equipment. The increase in purchases in 2000 over
1999 was primarily due to the purchase of equipment to complete the transceiver
module production factory as well as other factory production and research and
development equipment. Additionally, for 1999 our investing activities included
the purchase of approximately $2.0 million of short-term investments.
Cash provided by financing activities for the six months ended June 30, 2000 and
1999 generated approximately $3.5 million and $10.8 million, respectively.
Financing activities for both periods included proceeds from financing our
equipment purchases. Additionally, for the 1999 period financing activities
included proceeds from the sale of 2,090,969 shares of convertible preferred
stock.
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In February 2000, we entered into an agreement with a financial institution to
borrow up to $9.0 million in 2000 for capital equipment purchases, furniture and
software. Up to $5.0 million of the borrowings are repayable over four years and
will bear interest at an annual rate of 13.16% and up to $4.0 million is
repayable over three years with an annual rate of interest of 10.4%. The
agreement includes no financial covenants and the specific equipment, furniture
and software purchased with the borrowings will serve as security for the loans.
Under the agreement, we issued 26,667 warrants to purchase our common stock with
an exercise price of $13.50. As of June 30, 2000, we had approximately $4.4
million of available borrowings under this agreement.
We are obligated to pay lease payments of approximately $10.0 million over the
lease periods of our operating leases, with $1.8 million due in 2000. The lease
obligations include approximately $6.6 million for a seven year lease for our
new manufacturing and office space we occupied in the first quarter of 2000. In
conjunction with this lease agreement, we secured a $1.1 million letter of
credit in 2000 in favor of the landlord with cash.
We anticipate capital expenditures for the next twelve months will be in the
range of $10 to $15 million, including amounts for production and test equipment
to complete and expand our new transceiver module factory, test equipment for
expansion of our final assembly and testing capacity, additional software tools
and necessary expenditures to support expected headcount growth. However, the
timing and extent of any future capital expenditures is dependent upon future
business growth.
We expect our cash requirements will continue to increase over the next 12
months, as we continue our research and development efforts, hire and expand our
sales, support, marketing and product development organizations, grow our
administrative support activities, and expand our leased facilities.
Additionally, as our business volumes grow we anticipate a significant cash
requirement for working capital growth and capital expenditures. The amount and
timing of cash requirements will depend on market acceptance of our products and
the resources we devote to researching and developing, marketing, selling and
supporting our products. We believe that our current cash and cash equivalents
on hand, the net proceeds received in July 2000 from our initial public offering
and availability under our new capital equipment financing line should be
sufficient to fund our operations for at least the next 12 months.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS No. 133, as recently amended, is effective for fiscal years beginning after
June 15, 2000. Management believes the adoption of SFAS No. 133 will not have a
material effect on our financial position or results of operations.
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<PAGE> 14
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No.101 ("SAB 101"), "Revenue Recognition in Financial Statements". SAB
101 summarizes the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements. We are required to
adopt SAB 101 in the fourth quarter of 2000. Management does not expect the
adoption of SAB 101 to have a material effect on our operations or financial
position.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET INTEREST RATE SENSITIVITY
The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from our investments
without significantly increasing risk. Some of the securities that we may invest
in may be subject to market risk. This means that a change in prevailing
interest rates may cause the principal amount of the investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at
the then-prevailing rate and the prevailing interest rate later rises, the
principal amount of our investment will probably decline. To minimize this risk
in the future, we intend to maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including commercial paper,
money market funds, government and investment grade non-government debt
securities. In general, money market funds are not subject to market risk
because the interest paid on such funds fluctuates with the prevailing interest
rate. As of June 30, 2000, all of our cash and cash equivalents were in money
market and checking funds.
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<PAGE> 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
During the three months ended June 30, 2000 we granted stock options to purchase
an aggregate 366,950 shares of our common stock at exercise prices ranging from
$11 to $20 per share to employees under our 1997 Stock Plan. During the three
months ended June 30, 2000 employees exercised options for 14,518 shares of
common stock, for aggregate consideration of $13,250. The issuance of these
restricted securities was deemed to be exempt from registration under the Act in
reliance upon Section 4(2) of the Act or Rule 701 promulgated under Section 3(b)
of the Act.
On July 17, 2000 we completed our initial public offering of 6,325,000 shares of
our common stock (including the underwriters overallotment exercise of 825,000
shares) at an initial public offering price of $15.00 per share for gross
proceeds of approximately $95 million and estimated net proceeds of
approximately $86.5 million. We paid a total of approximately $8.5 million in
underwriting discounts and estimated other costs and expenses in connection with
the offering. The managing underwriters in the offering were Credit Suisse First
Boston Corporation, Deutsche Bank Securities Inc. and U.S. Bancorp Piper Jaffray
Inc. The shares of common stock in the offering were registered under the Act in
a Registration Statement on Form S-1, as amended (No. 333-31434). The Securities
and Exchange Commission declared the Registration Statement effective on July
12, 2000. From the time of receipt through July 31, 2000 all of the net proceeds
were invested primarily in interest-bearing, investment-grade, non-government
and government securities.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
On May 30, 2000, by written consent our stockholders approved an amendment of
our Certificate of Incorporation to remove the price per share limitation for
automatic conversion of our outstanding Preferred Stock into Common Stock
immediately prior to the initial public offering of our Common Stock.
On June 7, 2000 by written consent our stockholders approved the authorization
of a reverse stock split of our capital stock of one (1) share for every two (2)
shares outstanding prior to the effectiveness of such reverse stock split.
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<PAGE> 16
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
Exhibit
Number Description
------- -----------
<S> <C>
27 Financial Data Schedule. (for SEC use only)
</TABLE>
(b) Reports on Form 8-K
None
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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 thereunto duly authorized.
Triton Network Systems, Inc.
------------------------------------------
(Registrant)
Date: August 14, 2000 /s/ Kenneth R. Vines
------------------------------------------
Senior Vice President and
Chief Financial Officer
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Triton Network Systems, Inc.
Index of Exhibits
<TABLE>
<CAPTION>
Exhibit No
----------
<S> <C>
27 Financial Data Schedule. (for SEC use only)
</TABLE>
18
