<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
---------- OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE 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
-------- --------
COMMISSION FILE NUMBER 0-21366
TRICORD SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-1590621
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2905 NORTHWEST BOULEVARD, SUITE 20, PLYMOUTH, MINNESOTA 55441
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(612) 557-9005
(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 X NO
--------- -------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
OUTSTANDING AT
CLASS JULY 31, 2000
Common Stock,
$0.01 par value 24,277,882
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
TRICORD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- ---------------------------------
(In thousands, except per share data) 2000 1999 2000 1999
---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Operating expenses:
Research and development $ 1,655 786 2,895 1,497
Sales and marketing 762 706 1,137 1,718
General and administrative 986 422 1,640 936
---------------- --------------- ---------------- ---------------
3,403 1,914 5,672 4,151
---------------- --------------- ---------------- ---------------
Operating loss (3,403) (1,914) (5,672) (4,151)
---------------- --------------- ---------------- ---------------
Other income (expense):
Interest, net 258 50 292 116
Other, net (1) 13 (3) 24
---------------- --------------- ---------------- ---------------
257 63 289 140
---------------- --------------- ---------------- ---------------
Loss from continuing operations (3,146) (1,851) (5,383) (4,011)
---------------- --------------- ---------------- ---------------
Discontinued operations:
Income from operations of legacy server business - 152 - 474
Gain on disposal of legacy server business 40 - 84 -
---------------- --------------- ---------------- ---------------
Income from discontinued operations 40 152 84 474
---------------- --------------- ---------------- ---------------
Net loss $ (3,106) (1,699) (5,299) (3,537)
================ =============== ================ ===============
Loss per share from continuing
operations - basic and diluted $ (0.13) (0.10) (0.24) (0.21)
================ =============== ================ ===============
Income per share from discontinued
operations - basic and diluted $ - 0.01 - 0.02
================ =============== ================ ===============
Net loss per share - basic and diluted $ (0.13) (0.09) (0.24) (0.19)
================ =============== ================ ===============
Weighted average common shares outstanding
- basic and diluted 23,793 19,061 22,084 19,024
================ =============== ================ ===============
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 3
TRICORD SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
(In thousands, except per share data) 2000 1999
------------------- -------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 24,891 3,082
Other current assets 245 73
------------------- -------------------
Total current assets 25,136 3,155
Equipment and improvements, net 642 277
------------------- -------------------
Total Assets $ 25,778 3,432
=================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 298 98
Accrued payroll, benefits and related taxes 458 306
Other accrued expenses 187 126
------------------- -------------------
Total current liabilities 943 530
Stockholders' equity:
Common stock, $0.01 par value; 75,000 shares
authorized, 24,266 and 20,169 shares
issued and outstanding 243 202
Additional paid-in capital 117,460 91,277
Unearned stock compensation (3,665) (4,673)
Accumulated deficit (89,203) (83,904)
------------------- -------------------
Total stockholders' equity 24,835 2,902
------------------- -------------------
Total Liabilities and Stockholders' Equity $ 25,778 3,432
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
TRICORD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------------------
(In thousands) 2000 1999
-------------------- --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,299) (3,537)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock compensation 1,775 780
Depreciation and amortization 111 115
Other 40 (38)
Changes in operating assets and liabilities:
Accounts receivable - 92
Inventories - 261
Other current assets (172) 4
Accounts payable 200 (11)
Accrued payroll, benefits and related taxes 152 1
Deferred revenue - (311)
Other accrued expenses 61 (102)
-------------------- --------------------
Net cash used in operating activities (3,132) (2,746)
-------------------- --------------------
Cash flows from investing activities:
Capital expenditures (476) (235)
-------------------- --------------------
Net cash used in investing activities (476) (235)
-------------------- --------------------
Cash flows from financing activities:
Proceeds from private placement 24,378 -
Stock option and warrant transactions 1,039 25
-------------------- --------------------
Net cash provided by financing activities 25,417 25
-------------------- --------------------
Net decrease in cash and cash equivalents 21,809 (2,956)
Cash and cash equivalents at beginning of period 3,082 6,215
-------------------- --------------------
Cash and cash equivalents at end of period $ 24,891 3,259
==================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
TRICORD SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated statements of operations,
balance sheet and statements of cash flows reflect all adjustments of a normal
recurring nature, which are, in the opinion of management, necessary for a fair
presentation of the consolidated financial position at June 30, 2000, and of
consolidated results of operations and cash flows for the interim periods ended
June 30, 2000 and 1999. The results of operations of the server segment of the
business are reported as discontinued operations for all periods presented (see
Note 2). Tricord Systems, Inc. (the "Company") now operates as a single segment.
The unaudited consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements for the year ended
December 31, 1999, which were included in the Company's 1999 Annual Report on
Form 10-K. The year-end balance sheet data included herein is derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. The results of operations for the
interim periods ended June 30, 2000 are not necessarily indicative of the
results to be expected for the full year or any future periods.
2. SALE OF ASSETS AND DISCONTINUED OPERATIONS
In August 1999, the Company sold all remaining assets related to the server line
of business (sometimes referred to as the "legacy business"). The Company has
reported results of operations of the legacy business as discontinued operations
for all periods presented. Revenues from the legacy server business included in
discontinued operations for the three months and six months ended June 30, 1999
were $374 and $965, respectively.
Terms of the asset sale require the buyer to pay the Company up to $200 of
additional cash consideration based upon levels of revenues generated from the
legacy business through December 31, 2000. For the three months and six months
ended June 30, 2000, the Company received $40 and $84, respectively, of such
additional consideration, which has been reported as a gain on disposal of
legacy server business.
3. SUPPLEMENTAL CASH FLOW INFORMATION
During the second quarter of 2000, expenses for outside directors meeting fees
of $28 were settled through the issuance of 2,920 of shares of common stock of
the Company. During the first quarter of 2000, expenses for outside directors
meeting fees of $12 were settled through the issuance of 2,560 shares of common
stock of the Company.
4
<PAGE> 6
4. INCOME (LOSS) PER SHARE
Loss per share from continuing operations is computed by dividing loss from
continuing operations by the weighted average number of common shares
outstanding during each period. Income per share from discontinued operations is
computed by dividing income from discontinued operations by the weighted average
number of common shares outstanding during each period. Net loss per share is
computed by dividing net loss by the weighted average number of common shares
outstanding during each period. Potentially dilutive common shares are excluded
from the calculation of loss per share from continuing operations and net loss
per share as their impact is antidilutive. Loss per share from continuing
operations and net loss per share do not reflect common stock options and
warrants ultimately exercisable for the purchase of approximately 10,100,000
shares for the three and six month periods ended June 30, 2000 and approximately
8,900,000 shares for the three and six month periods ended June 30, 1999.
5. COMPREHENSIVE INCOME (LOSS)
The Company has no significant comprehensive income (loss) items other than net
loss.
6. EQUITY TRANSACTION
In April 2000, the Company sold 3,250,000 shares of common stock at a price of
$8.00 per share to certain private investors. On July 26, 2000, pursuant to
registration rights granted to these and other private placement investors, the
Company filed a preliminary Registration Statement under Form S-3 to register
these and other shares issued in private placements for resale in the public
markets. The foregoing Registration Statement was declared effective by the
Securities and Exchange Commission on August 10, 2000.
5
<PAGE> 7
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company is in the business of providing server appliances with data storage
management software. Currently, the Company is developing server and storage
appliances for the ISP (Internet Service Provider)/ASP (Application Service
Provider)/SSP (Storage Service Provider), applications and general file serving
marketplaces. Before 1997, the Company focused its efforts on designing,
manufacturing and selling enterprise servers that were used to support computer
programs that were used with Microsoft Windows NT(R), Novell(R) NetWare(R) and
Unix. In 1997, the Company changed its strategy to focus on developing software
(Tricord Storage Management Software or "TSMS") used to manage data storage. In
August 1999, the Company sold the last of its assets that were used in
developing and manufacturing enterprise servers, and the Company is now focused
exclusively on developing software technology for storage management and
products based on that technology. Because these products are currently under
development, the Company has not yet generated any revenues from the sale of
these products.
See "Certain Important Factors" at the end of this section for a discussion of
risks and uncertainties related to forward looking statements.
RESULTS OF OPERATIONS
Research and Development
Research and development expenses increased to $1,655,000 and $2,895,000,
respectively, for the second quarter and six months ended June 30, 2000, from
$786,000 and $1,497,000, respectively, for the second quarter and six months
ended June 30, 1999, primarily due to continuing efforts to complete development
of TSMS and an increase in non-cash stock-related compensation expense (see
table below) related to non-employee contractor options. The Company anticipates
that research and development costs will rise during the remainder of 2000
compared to 1999 levels, due to continuing TSMS development efforts.
Sales and Marketing
Sales and marketing expenses increased to $762,000 for the second quarter of
2000 from $706,000 for the second quarter of 1999, primarily due to increased
marketing costs related to headcount additions and costs associated with the
development of the sales and marketing infrastructure. Sales and marketing
expenses decreased to $1,137,000 for the six months ended June 30, 2000 from
$1,718,000 for the six months ended June 30, 1999,
6
<PAGE> 8
primarily due to a decrease in marketing research costs. The Company currently
anticipates that sales and marketing expenses will increase significantly during
the remainder of 2000 compared to 1999 levels, due to the Company's plans to
develop and market products in the server appliance category.
General and Administrative
General and administrative expenses increased to $986,000 and $1,640,000,
respectively, for the second quarter and six months ended June 30, 2000 from
$422,000 and $936,000 for the second quarter and six months ended June 30, 1999,
primarily due to an increase in non-cash stock-related compensation expense (see
table below) related to non-employee contractor options. The Company currently
anticipates that general and administrative expenses for 2000 will continue to
be greater than 1999 levels due to the factors described elsewhere in this
document and the related building of the Company's infrastructure.
Non-Cash Stock-Related Compensation Expense
Operating expenses and loss from continuing operations includes second quarter
and year-to-date charges for non-cash stock-related compensation expense. These
amounts do not affect the net stockholders equity of the Company. These non-cash
expenses increased expense, loss from continuing operations and net loss per
share for the periods reported as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ---------------------------
2000 1999 2000 1999
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Research and development 469 125 862 260
Sales and marketing 47 126 156 262
General and administrative 488 124 757 238
------------- ------------ ------------ -------------
Loss from continuing operations 1,004 375 1,775 760
============= ============ ============ =============
Net loss per share 0.04 0.02 0.08 0.04
============= ============ ============ =============
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The aggregate net increase in cash and cash equivalents during the first six
months of 2000 was $21,809,000, due primarily to $24,378,000 received from the
net proceeds of a private placement in April 2000. Cash used in operating
activities of $3,132,000 was due primarily to the net loss of $5,299,999 for the
first six months of 2000 partially offset by $1,775,000 of non-cash stock
compensation expense. Cash provided by financing activities reflects the
proceeds from the closing of the private placement and $1,039,000 received from
the exercise of stock options and warrants during the six months ended June 30,
2000. The Company used $476,000 of cash in
7
<PAGE> 9
investing activities for the acquisition of equipment in the first six months of
2000. The Company believes that purchases of capital equipment will increase
during the remainder of 2000 due to the Company's plans to develop and market
products in the server appliance category. The Company has no material
commitments for the purchase of capital equipment.
As of June 30, 2000, the Company had $24,891,000 in cash and cash equivalents.
The Company believes that its existing cash and cash equivalents will be
sufficient to fund its operations for at least the next twelve months.
CERTAIN IMPORTANT FACTORS
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of federal and state securities laws. For this purpose, any
statements contained in this Quarterly Report that are not statements of
historical fact are deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "should," "expects," "anticipates,"
"estimates," "believes," or "plans," or comparable terminology, are intended to
indicate forward looking statements. These statements by their nature are based
on current expectations and assumptions and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in such forward looking statements, including the following risks:
- Since selling the remaining assets associated with its server line of
business in August of 1999, the Company has not generated any revenues
from the sale of products. The Company anticipates that all of its
revenues for the foreseeable future will come from TSMS and TSMS-based
products. However, because TSMS is still under development, the Company
is currently not selling any products. The Company cannot be sure if or
when the development of TSMS or TSMS-based products will be completed,
nor can the Company be sure that anyone will buy such products once
they are ready for sale. Therefore, the Company cannot provide any
assurance that it will generate any revenues from sales of products in
the future.
- The Company's operating costs are increasing, but the Company is not
currently selling any products and therefore its operating losses will
continue to grow. The Company has incurred significant operating net
losses during the last three years, and even if the Company begins
selling the products it is developing, the Company cannot provide any
assurance that such sales will be profitable and therefore the Company
may remain unprofitable in the future.
- For the foreseeable future, the Company expects its revenues, if any,
to come from the sales and support of TSMS and TSMS-based products,
which the Company is still developing. Accordingly, the Company's
business and future operating results depend on its ability to be able
to complete the development and testing of TSMS and on a timely basis.
The Company cannot be sure that it will be able to successfully
complete the development of TSMS and TSMS-based
8
<PAGE> 10
products or when the development and testing of TSMS and TSMS-based
products will be complete. If the Company fails to successfully
complete the development of TSMS and TSMS-based products, the Company
will not have any products to sell. Further, even if the Company is
able to successfully complete the development of TSMS and TSMS-based
products, the Company cannot be assured that there will be any demand
in the marketplace for its TSMS-based products. TSMS is a new
technology, and therefore it is difficult to ascertain how much, if
any, demand there will be for such TSMS-based products.
- The market for storage products currently is characterized by rapid
technological change and evolving industry standards and is expected to
be highly competitive with respect to timing of product innovation. The
introduction of products embodying new technology and the emergence of
new industry standards can render products, either existing or under
development, obsolete and unmarketable. The Company's success is
dependent in part upon its ability to anticipate changes in technology
and industry standards and to successfully develop and introduce new
and technologically-enhanced products on a timely basis. If the Company
is unable for technological or other reasons to develop products in a
timely manner in response to changes in the industry, or if products or
product enhancements that the Company develops do not achieve market
acceptance, the Company's business will be materially and adversely
affected.
- The Company will need to develop a brand identity and credibility for
its products and technology and the failure to do so could limit
wide-scale acceptance by the industry. Also, the Company's sales
lead-time may be longer than most storage products due to the general
market reluctance to accept new entrants and due to the sensitivity of
the data on today's storage devices.
- The Company believes that protecting its proprietary technology is
important to its success and competitive positioning. The Company has
been granted one U.S. patent in the core distributed file system
technology and currently has additional United States patent
applications pending with respect to TSMS to protect its intellectual
property rights. There can be no assurance, however, that any of these
patent applications will result in issued patents or that any such
patents, if issued, will be held to be valid or will otherwise be of
value to the Company. The Company also relies on a combination of trade
secret and other intellectual property law, nondisclosure agreements
and other protective measures to establish and protect its proprietary
rights in its intellectual property. The Company cannot be certain that
the steps it takes to protect its intellectual property will adequately
protect such proprietary rights, that others will not independently
develop or otherwise acquire equivalent or superior technology or that
the Company can maintain any of its technology as trade secrets. The
Company also cannot be certain that the use of TSMS and TSMS-based
products with open source software will not subject the Company to
claims that its software should be available to the public. In
addition, the laws of some of the countries in which TSMS and
TSMS-based products may be sold may not protect the Company's systems
and intellectual property to the same extent as the United States or at
all.
9
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The Company's failure to protect its intellectual property rights could
have a material adverse effect on its business, results of operations
and financial condition.
- The Company's future success depends, in significant part, upon
retaining the continued service and performance of its senior
management, team members, consultants and other key personnel as well
as its continued ability to attract and recruit qualified personnel.
Losing the services of any member of the Company's management team
could impair its ability to effectively manage the Company and to carry
out its business plan. In addition, competition for skilled technical
employees in the industry in which the Company operates is intense. If
the Company cannot attract and retain sufficient qualified technical
employees, it may be unable to effectively develop and deliver
competitive products to the market.
- The Company will need to maintain compliance with Nasdaq listing
requirements.
10
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ITEM 3:
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
FINANCIAL INSTRUMENTS
The Company invests excess funds not required for current operations in cash
equivalents, primarily money market funds or commercial paper. As of June 30,
2000, cash equivalents had an average maturity of less than three months. Market
risk was estimated as the potential decrease in interest income resulting from a
hypothetical one percent decrease in interest rates for the cash equivalents,
which would result in an annual interest income decrease of approximately
$124,000.
11
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PART II. OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds
On April 17, 2000, the Company sold 3,250,000 shares of its common stock, par
value $.01 per share, to certain accredited investors at $8.00 per share, for an
aggregate offering price of $26,000,000. The sale of such shares was exempt from
registration pursuant to Rule 506 promulgated under the Securities Act of 1933,
as amended.
Item 4: Submission of Matters to a Vote of Security Holders
The Company's annual stockholders meeting was held on May 18, 2000, during which
the following items were voted on and approved under applicable law:
1. Election of Directors: Mr. Donald L. Lucas was elected as a Class A Director,
with 17,967,178 votes cast for Mr. Lucas and 268,106 votes withheld, and Mr.
Fred G. Moore was elected as a Class A Director, with 18,006,478 votes cast for
Mr. Moore and 228,806 votes withheld.
2. On the proposal to amend the Company's 1998 Stock Incentive Plan to increase
the number of shares of Common Stock reserved for issuance thereunder by
3,000,000 shares to a total of 8,000,000 shares (plus any shares reserved, but
not issued, under the Company's 1995 Stock Incentive Plan), 7,819,498 shares
were cast for, 1,286,293 shares were cast against, and 23,647 shares abstained
from voting on such proposal. Broker non-votes were 9,105,846.
3. On the proposal to approve an amendment to the Company's 1998 Non-Employee
Director Stock Plan to increase the number of shares of Common Stock reserved
for issuance thereunder from 550,000 to 800,000 shares, 8,570,447 shares were
cast for, 537,034 shares were cast against, and 21,957 shares abstained from
voting on such proposal. Broker non-votes were 9,105,846.
4. On the proposal to ratify the appointment of PricewaterhouseCoopers LLP,
certified public accountants, as independent auditors for the Company for the
year ending December 31, 2000, 17,656,263 shares were cast for, 573,935 shares
were cast against, and 5,086 shares abstained from voting on such proposal.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Stock Purchase Agreement, dated April 13, 2000, by and among the
Company and the Purchasers
12
<PAGE> 14
10.2 Amended and Restated Investors' Rights Agreement, dated April 13,
2000, by and among the Company, the Investors and the Major Holder
10.3 Employment Agreement, dated June 28, 2000, between the Company and
Steven E. Opdahl
27.1 Financial data schedule
(b) Reports on Form 8-K
On April 21, 2000, the Company filed a report on Form 8-K under Item 5, related
to the closing of a round of financing raising $26 million in a private
placement. No financial statements were included as part of this filing.
13
<PAGE> 15
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.
TRICORD SYSTEMS, INC.
(REGISTRANT)
By: /s/ John J. Mitcham
---------------------------------
John J. Mitcham, Chairman and
Co-Chief Executive Officer
By: /s/ Steven E. Opdahl
---------------------------------
Steven E. Opdahl,
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: August 11, 2000
14
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INDEX TO EXHIBITS
Exhibit Page
Number Number
10.1 Stock Purchase Agreement, dated April 13, 2000,
by and among the Company and the Purchasers 16
10.2 Amended and Restated Investors Rights Agreement,
dated April 13, 2000, by and among the Company,
the Investors and the Major Holder
10.3 Employment Agreement, dated June 28, 2000, between
the Company and Steven E. Opdahl
27.1 Financial data schedule
15
