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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0521800
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Item 1.
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Financial Statements.
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|
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December 31,
2012 |
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June 30, 2012*
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||||
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(unaudited)
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|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,750
|
|
|
$
|
6,920
|
|
Short-term investments
|
|
185,058
|
|
|
192,548
|
|
||
Accounts receivable, net of allowances of $308 and $314 at December 31, 2012 and June 30, 2012, respectively
|
|
25,195
|
|
|
25,316
|
|
||
Deferred income taxes
|
|
825
|
|
|
1,403
|
|
||
Prepaid expenses and other current assets
|
|
14,944
|
|
|
14,319
|
|
||
Total current assets
|
|
248,772
|
|
|
240,506
|
|
||
Property and equipment, net
|
|
13,663
|
|
|
15,442
|
|
||
Deferred income taxes, non-current
|
|
2,546
|
|
|
2,872
|
|
||
Goodwill and intangible assets, net
|
|
19,815
|
|
|
923
|
|
||
Other assets
|
|
5,636
|
|
|
5,036
|
|
||
Total assets
|
|
$
|
290,432
|
|
|
$
|
264,779
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,891
|
|
|
$
|
3,059
|
|
Accrued compensation
|
|
10,512
|
|
|
9,116
|
|
||
Accrued royalties
|
|
8,738
|
|
|
4,397
|
|
||
Other accrued expenses
|
|
17,295
|
|
|
8,385
|
|
||
Deferred revenue
|
|
24,143
|
|
|
9,222
|
|
||
Income taxes payable
|
|
1,333
|
|
|
1,350
|
|
||
Total current liabilities
|
|
63,912
|
|
|
35,529
|
|
||
Deferred rent, non-current
|
|
8,700
|
|
|
8,410
|
|
||
Other long-term liabilities
|
|
4,662
|
|
|
4,322
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value: 50,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value: 600,000 shares authorized; 45,371 shares issued and 41,037 shares outstanding at December 31, 2012; 44,001 shares issued and 41,353 shares outstanding at June 30, 2012
|
|
42
|
|
|
42
|
|
||
Additional paid-in capital
|
|
118,479
|
|
|
118,855
|
|
||
Accumulated other comprehensive income
|
|
418
|
|
|
370
|
|
||
Retained earnings
|
|
94,219
|
|
|
97,251
|
|
||
Total stockholders’ equity
|
|
213,158
|
|
|
216,518
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
290,432
|
|
|
$
|
264,779
|
|
|
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Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
14,793
|
|
|
$
|
3,963
|
|
|
$
|
24,093
|
|
|
$
|
8,034
|
|
Services
|
|
35,833
|
|
|
49,203
|
|
|
72,489
|
|
|
97,864
|
|
||||
Total revenue
|
|
50,626
|
|
|
53,166
|
|
|
96,582
|
|
|
105,898
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
9,251
|
|
|
1,905
|
|
|
13,783
|
|
|
3,799
|
|
||||
Services
|
|
8,666
|
|
|
8,040
|
|
|
16,546
|
|
|
16,462
|
|
||||
Total cost of revenue
|
|
17,917
|
|
|
9,945
|
|
|
30,329
|
|
|
20,261
|
|
||||
Gross profit
|
|
32,709
|
|
|
43,221
|
|
|
66,253
|
|
|
85,637
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
14,894
|
|
|
17,311
|
|
|
30,498
|
|
|
33,790
|
|
||||
Sales and marketing
|
|
8,983
|
|
|
8,383
|
|
|
17,584
|
|
|
15,850
|
|
||||
General and administrative
|
|
7,379
|
|
|
5,791
|
|
|
13,376
|
|
|
12,041
|
|
||||
Total operating expenses
|
|
31,256
|
|
|
31,485
|
|
|
61,458
|
|
|
61,681
|
|
||||
Income from operations
|
|
1,453
|
|
|
11,736
|
|
|
4,795
|
|
|
23,956
|
|
||||
Other income, net
|
|
614
|
|
|
508
|
|
|
1,036
|
|
|
1,000
|
|
||||
Income before provision for income taxes
|
|
2,067
|
|
|
12,244
|
|
|
5,831
|
|
|
24,956
|
|
||||
Provision for income taxes
|
|
1,163
|
|
|
2,001
|
|
|
2,226
|
|
|
6,529
|
|
||||
Net income
|
|
$
|
904
|
|
|
$
|
10,243
|
|
|
$
|
3,605
|
|
|
$
|
18,427
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
0.09
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.02
|
|
|
$
|
0.23
|
|
|
$
|
0.08
|
|
|
$
|
0.41
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
40,895
|
|
|
41,232
|
|
|
41,103
|
|
|
41,391
|
|
||||
Diluted
|
|
42,768
|
|
|
43,921
|
|
|
42,833
|
|
|
44,511
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
904
|
|
|
$
|
10,243
|
|
|
$
|
3,605
|
|
|
$
|
18,427
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(38
|
)
|
|
(84
|
)
|
|
(45
|
)
|
|
(128
|
)
|
||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
(64
|
)
|
|
57
|
|
|
92
|
|
|
(50
|
)
|
||||
Other comprehensive income (loss), net of tax:
|
|
(102
|
)
|
|
(27
|
)
|
|
47
|
|
|
(178
|
)
|
||||
Comprehensive income
|
|
$
|
802
|
|
|
$
|
10,216
|
|
|
$
|
3,652
|
|
|
$
|
18,249
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
3,605
|
|
|
$
|
18,427
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
4,255
|
|
|
3,927
|
|
||
Accretion of premium on short-term investments
|
|
2,217
|
|
|
2,309
|
|
||
Stock-based compensation expense
|
|
3,597
|
|
|
2,492
|
|
||
Write-off due to impairment
|
|
409
|
|
|
—
|
|
||
Excess tax benefits from employee stock option plans
|
|
(1
|
)
|
|
(647
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
518
|
|
|
12,014
|
|
||
Deferred income taxes
|
|
1,109
|
|
|
1,242
|
|
||
Prepaid expenses and other current assets
|
|
(612
|
)
|
|
(5,149
|
)
|
||
Other assets
|
|
(2,549
|
)
|
|
(2,855
|
)
|
||
Accounts payable
|
|
(1,183
|
)
|
|
(463
|
)
|
||
Accrued compensation
|
|
1,396
|
|
|
2,936
|
|
||
Accrued royalties
|
|
4,341
|
|
|
(993
|
)
|
||
Accrued expenses and other liabilities
|
|
8,629
|
|
|
1,031
|
|
||
Income taxes payable
|
|
4
|
|
|
1,829
|
|
||
Deferred rent
|
|
1,159
|
|
|
8,063
|
|
||
Deferred revenue
|
|
14,914
|
|
|
(36,720
|
)
|
||
Net cash provided by operating activities
|
|
41,808
|
|
|
7,443
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(1,157
|
)
|
|
(10,111
|
)
|
||
Additions to capitalized software
|
|
(607
|
)
|
|
(1,083
|
)
|
||
Purchases of short-term investments
|
|
(73,589
|
)
|
|
(56,313
|
)
|
||
Purchase of long-term investments
|
|
(650
|
)
|
|
—
|
|
||
Proceeds from sales and maturities of short-term investments
|
|
78,953
|
|
|
67,141
|
|
||
Acquisitions, net of cash acquired
|
|
(18,254
|
)
|
|
(1,768
|
)
|
||
Net cash provided by (used in) investing activities
|
|
(15,304
|
)
|
|
(2,134
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
1,374
|
|
|
1,244
|
|
||
Repurchase of common stock
|
|
(12,004
|
)
|
|
(9,294
|
)
|
||
Excess tax benefit from employee stock option plans
|
|
1
|
|
|
647
|
|
||
Net cash used in financing activities
|
|
(10,629
|
)
|
|
(7,403
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(45
|
)
|
|
(128
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
15,830
|
|
|
(2,222
|
)
|
||
Cash and cash equivalents, at beginning of period
|
|
6,920
|
|
|
24,053
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
22,750
|
|
|
$
|
21,831
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid
|
|
$
|
163
|
|
|
$
|
4,938
|
|
1.
|
Summary of business and significant accounting policies
|
2.
|
Net income per share
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income
|
|
$
|
904
|
|
|
$
|
10,243
|
|
|
$
|
3,605
|
|
|
$
|
18,427
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in computing basic net income per share
|
|
40,895
|
|
|
41,232
|
|
|
41,103
|
|
|
41,391
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in computing basic net income per share
|
|
40,895
|
|
|
41,232
|
|
|
41,103
|
|
|
41,391
|
|
||||
Add weighted average effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
|
1,736
|
|
|
2,689
|
|
|
1,698
|
|
|
3,120
|
|
||||
Restricted stock and restricted stock units
|
|
137
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Weighted average common shares used in computing diluted net income per share
|
|
42,768
|
|
|
43,921
|
|
|
42,833
|
|
|
44,511
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
0.09
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.02
|
|
|
$
|
0.23
|
|
|
$
|
0.08
|
|
|
$
|
0.41
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
December 31,
|
|
December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Options to purchase common stock
|
|
1,982
|
|
|
1,522
|
|
|
2,501
|
|
|
853
|
|
Restricted stock units
|
|
758
|
|
|
—
|
|
|
794
|
|
|
—
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
21,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,174
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
1,576
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
||||
Total cash equivalents
|
|
1,576
|
|
|
—
|
|
|
—
|
|
|
1,576
|
|
||||
Total cash and cash equivalents
|
|
22,750
|
|
|
—
|
|
|
—
|
|
|
22,750
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,000
|
|
|
3
|
|
|
—
|
|
|
1,003
|
|
||||
Municipal securities
|
|
165,975
|
|
|
234
|
|
|
(37
|
)
|
|
166,172
|
|
||||
Commercial paper
|
|
4,989
|
|
|
7
|
|
|
—
|
|
|
4,996
|
|
||||
Corporate bonds
|
|
12,778
|
|
|
109
|
|
|
—
|
|
|
12,887
|
|
||||
Total short-term investments
|
|
184,742
|
|
|
353
|
|
|
(37
|
)
|
|
185,058
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
207,492
|
|
|
$
|
353
|
|
|
$
|
(37
|
)
|
|
$
|
207,808
|
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
1,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,430
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
4,490
|
|
|
—
|
|
|
—
|
|
|
4,490
|
|
||||
Commercial paper
|
|
1,000
|
|
|
|
|
|
|
1,000
|
|
||||||
Total cash equivalents
|
|
5,490
|
|
|
—
|
|
|
—
|
|
|
5,490
|
|
||||
Total cash and cash equivalents
|
|
6,920
|
|
|
—
|
|
|
—
|
|
|
6,920
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
1,001
|
|
|
—
|
|
|
(1
|
)
|
|
1,000
|
|
||||
Certificates of deposit
|
|
2,750
|
|
|
—
|
|
|
—
|
|
|
2,750
|
|
||||
Municipal securities
|
|
160,114
|
|
|
208
|
|
|
(81
|
)
|
|
160,241
|
|
||||
Commercial paper
|
|
3,463
|
|
|
2
|
|
|
—
|
|
|
3,465
|
|
||||
Corporate bonds
|
|
25,045
|
|
|
57
|
|
|
(10
|
)
|
|
25,092
|
|
||||
Total short-term investments
|
|
192,373
|
|
|
267
|
|
|
(92
|
)
|
|
192,548
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
199,293
|
|
|
$
|
267
|
|
|
$
|
(92
|
)
|
|
$
|
199,468
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
55,482
|
|
|
$
|
55,561
|
|
Due within two years
|
|
112,483
|
|
|
112,668
|
|
||
Due after two years
|
|
16,777
|
|
|
16,829
|
|
||
Total
|
|
$
|
184,742
|
|
|
$
|
185,058
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at December 31, 2012 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,576
|
|
|
$
|
1,576
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
1,576
|
|
|
1,576
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
||||
Municipal securities
|
|
166,172
|
|
|
—
|
|
|
166,172
|
|
|
—
|
|
||||
Commercial paper
|
|
4,996
|
|
|
—
|
|
|
4,996
|
|
|
—
|
|
||||
Corporate bonds
|
|
12,887
|
|
|
—
|
|
|
12,887
|
|
|
—
|
|
||||
Total short-term investments
|
|
185,058
|
|
|
—
|
|
|
185,058
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
186,634
|
|
|
$
|
1,576
|
|
|
$
|
185,058
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2012 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
4,490
|
|
|
$
|
4,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Total cash equivalents
|
|
5,490
|
|
|
4,490
|
|
|
1,000
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Certificates of deposit
|
|
2,750
|
|
|
—
|
|
|
2,750
|
|
|
—
|
|
||||
Municipal securities
|
|
160,241
|
|
|
—
|
|
|
160,241
|
|
|
—
|
|
||||
Commercial paper
|
|
3,465
|
|
|
—
|
|
|
3,465
|
|
|
—
|
|
||||
Corporate bonds
|
|
25,092
|
|
|
—
|
|
|
25,092
|
|
|
—
|
|
||||
Total short-term investments
|
|
192,548
|
|
|
—
|
|
|
192,548
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
198,038
|
|
|
$
|
4,490
|
|
|
$
|
193,548
|
|
|
$
|
—
|
|
5.
|
Commitments and contingencies
|
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2013
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Thereafter
|
||||||||||||||
Operating lease obligations, net of sublease income
|
|
$
|
25,446
|
|
|
$
|
1,931
|
|
|
$
|
4,377
|
|
|
$
|
3,292
|
|
|
$
|
2,960
|
|
|
$
|
3,049
|
|
|
$
|
9,837
|
|
Purchase obligations
|
|
15,214
|
|
|
8,230
|
|
|
6,403
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
40,660
|
|
|
$
|
10,161
|
|
|
$
|
10,780
|
|
|
$
|
3,873
|
|
|
$
|
2,960
|
|
|
$
|
3,049
|
|
|
$
|
9,837
|
|
6.
|
Guarantees and indemnifications
|
7.
|
Stock-based compensation
|
|
|
Number of
Shares
|
|
Options outstanding as of June 30, 2012
|
|
7,707
|
|
Granted
|
|
1,027
|
|
Exercised
|
|
(753
|
)
|
Canceled
|
|
(576
|
)
|
Options outstanding as of December 31, 2012
|
|
7,405
|
|
|
|
Number of
Shares
(thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
(thousands)
|
|||||
Options outstanding
|
|
7,405
|
|
|
$
|
5.89
|
|
|
6.93
|
|
$
|
18,886
|
|
Options vested and expected to vest
|
|
7,053
|
|
|
$
|
5.82
|
|
|
6.87
|
|
$
|
18,512
|
|
Options exercisable
|
|
3,773
|
|
|
$
|
4.64
|
|
|
5.53
|
|
$
|
14,364
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Cost of revenue
|
|
$
|
39
|
|
|
$
|
21
|
|
|
$
|
76
|
|
|
$
|
48
|
|
Research and development
|
|
889
|
|
|
638
|
|
|
1,528
|
|
|
1,240
|
|
||||
Selling and marketing
|
|
633
|
|
|
319
|
|
|
992
|
|
|
534
|
|
||||
General and administrative
|
|
616
|
|
|
334
|
|
|
1,001
|
|
|
670
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,177
|
|
|
$
|
1,312
|
|
|
$
|
3,597
|
|
|
$
|
2,492
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
December 31,
|
|
December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Expected volatility
|
|
73
|
%
|
|
65
|
%
|
|
73
|
%
|
|
63
|
%
|
Expected term (in years)
|
|
4.76
|
|
|
4.50
|
|
|
4.80
|
|
|
4.50
|
|
Risk-free interest rate
|
|
0.71
|
%
|
|
0.96
|
%
|
|
0.69
|
%
|
|
0.96
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
8.
|
Stock repurchase program
|
9.
|
Income taxes
|
Cash
|
|
$
|
181
|
|
Accounts receivable
|
|
410
|
|
|
Other assets
|
|
259
|
|
|
Developed technology
|
|
5,100
|
|
|
Goodwill
|
|
12,673
|
|
|
Liabilities assumed
|
|
(188
|
)
|
|
Total value of assets acquired and liabilities assumed
|
|
$
|
18,435
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
Consolidated Statements of Income Data
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
14,793
|
|
|
$
|
3,963
|
|
|
$
|
24,093
|
|
|
$
|
8,034
|
|
Services
|
|
35,833
|
|
|
49,203
|
|
|
72,489
|
|
|
97,864
|
|
||||
Total revenue
|
|
50,626
|
|
|
53,166
|
|
|
96,582
|
|
|
105,898
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
9,251
|
|
|
1,905
|
|
|
13,783
|
|
|
3,799
|
|
||||
Services
|
|
8,666
|
|
|
8,040
|
|
|
16,546
|
|
|
16,462
|
|
||||
Total cost of revenue
|
|
17,917
|
|
|
9,945
|
|
|
30,329
|
|
|
20,261
|
|
||||
Gross profit
|
|
32,709
|
|
|
43,221
|
|
|
66,253
|
|
|
85,637
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
14,894
|
|
|
17,311
|
|
|
30,498
|
|
|
33,790
|
|
||||
Sales and marketing
|
|
8,983
|
|
|
8,383
|
|
|
17,584
|
|
|
15,850
|
|
||||
General and administrative
|
|
7,379
|
|
|
5,791
|
|
|
13,376
|
|
|
12,041
|
|
||||
Total operating expenses
|
|
31,256
|
|
|
31,485
|
|
|
61,458
|
|
|
61,681
|
|
||||
Income from operations
|
|
1,453
|
|
|
11,736
|
|
|
4,795
|
|
|
23,956
|
|
||||
Other income, net
|
|
614
|
|
|
508
|
|
|
1,036
|
|
|
1,000
|
|
||||
Income before provision for income taxes
|
|
2,067
|
|
|
12,244
|
|
|
5,831
|
|
|
24,956
|
|
||||
Provision for income taxes
|
|
1,163
|
|
|
2,001
|
|
|
2,226
|
|
|
6,529
|
|
||||
Net income
|
|
$
|
904
|
|
|
$
|
10,243
|
|
|
$
|
3,605
|
|
|
$
|
18,427
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
December 31,
|
|
December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
|
(as a percentage of revenue)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||
Product
|
|
29
|
%
|
|
7
|
%
|
|
25
|
%
|
|
8
|
%
|
Services
|
|
71
|
%
|
|
93
|
%
|
|
75
|
%
|
|
92
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
18
|
%
|
|
4
|
%
|
|
14
|
%
|
|
4
|
%
|
Services
|
|
17
|
%
|
|
15
|
%
|
|
17
|
%
|
|
16
|
%
|
Total cost of revenue
|
|
35
|
%
|
|
19
|
%
|
|
31
|
%
|
|
19
|
%
|
Gross profit
|
|
65
|
%
|
|
81
|
%
|
|
69
|
%
|
|
81
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
29
|
%
|
|
32
|
%
|
|
32
|
%
|
|
32
|
%
|
Sales and marketing
|
|
18
|
%
|
|
16
|
%
|
|
18
|
%
|
|
15
|
%
|
General and administrative
|
|
15
|
%
|
|
11
|
%
|
|
14
|
%
|
|
11
|
%
|
Total operating expenses
|
|
62
|
%
|
|
59
|
%
|
|
64
|
%
|
|
58
|
%
|
Income from operations
|
|
3
|
%
|
|
22
|
%
|
|
5
|
%
|
|
23
|
%
|
Other income, net
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Income before provision for income taxes
|
|
4
|
%
|
|
23
|
%
|
|
6
|
%
|
|
24
|
%
|
Provision for income taxes
|
|
2
|
%
|
|
4
|
%
|
|
2
|
%
|
|
7
|
%
|
Net income
|
|
2
|
%
|
|
19
|
%
|
|
4
|
%
|
|
17
|
%
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
|
2012
|
|
2011
|
||
Additional Key Metrics
|
|
|
|
|
|
(in millions)
|
||||
Total end users as of period end
|
|
|
|
|
|
33.7
|
|
|
30.1
|
|
|
|
Six Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
|
41,808
|
|
|
7,443
|
|
||
Net cash used in investing activities
|
|
(15,304
|
)
|
|
(2,134
|
)
|
||
Net cash used in financing activities
|
|
(10,629
|
)
|
|
(7,403
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(45
|
)
|
|
(128
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
15,830
|
|
|
$
|
(2,222
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
changes in the pricing of our services or products or those of our competitors and changes in the pricing and content of bundled LBS offerings of our wireless carrier customers, such as the revenue model changes resulting from our recent contract amendment with Sprint;
|
•
|
impact of results of the offering of a premium upgrade on a basic version of our service that is offered for free ;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition;
|
•
|
loss of subscribers by our wireless carrier customers or a reduction in the number of subscribers to plans that include our services;
|
•
|
the effectiveness of our entry into new business areas, such as advertising;
|
•
|
the timing and quality of information we receive from our customers;
|
•
|
our inability to attract new end users;
|
•
|
the timing and success of new service introductions by us or our competitors;
|
•
|
the timing and success of new mobile phone introductions by our wireless carrier customers;
|
•
|
the loss of our relationship or a change in our revenue model with any particular wireless carrier customer;
|
•
|
the timing and success of wireless carrier customers’ marketing expenditures;
|
•
|
the ability of our automobile manufacturer customers to sell automobiles equipped with our products
|
•
|
the seasonality of new vehicle model introductions and consumer buying patterns, as well as the affects of financial market turmoil and economic uncertainty on vehicle purchases
,
particularly outside of the U.S.;
|
•
|
the extent of any interruption in our services;
|
•
|
the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure;
|
•
|
the timing of expenses related to the development or acquisition of technologies, products or businesses;
|
•
|
potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;
|
•
|
general economic, industry and market conditions that impact expenditures for smartphones and LBS in the United States and other countries where we sell our services and products;
|
•
|
changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;
|
•
|
changes in our effective tax rates; and
|
•
|
the impact of new accounting pronouncements.
|
•
|
the provision of their services at no or low cost to consumers;
|
•
|
significantly greater revenue and financial resources;
|
•
|
stronger brand and consumer recognition regionally or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of mobile and nonmobile products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger wireless carrier, automotive and handset manufacturer relationships;
|
•
|
stronger international presence may make our larger competitors more attractive partners to automotive manufacturers and OEMs;
|
•
|
greater resources to make and integrate acquisitions;
|
•
|
lower labor and development costs; and
|
•
|
broader global distribution and presence.
|
•
|
difficulties in integrating and managing the operations, technologies and products of the companies we acquire;
|
•
|
diversion of our management’s attention from normal daily operation of our business;
|
•
|
our inability to maintain the key business relationships and the reputations of the businesses we acquire;
|
•
|
our inability to retain key personnel of the acquired company;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar affiliates and customers of the companies we acquire;
|
•
|
insufficient revenue to offset our increased expenses associated with acquisitions;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
|
•
|
our inability to maintain internal standards, controls, procedures and policies.
|
•
|
damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;
|
•
|
errors in the processing of data by our servers;
|
•
|
computer viruses or software defects;
|
•
|
physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or
|
•
|
errors by our employees or third party service providers.
|
•
|
fluctuations in currency exchange rates;
|
•
|
unexpected changes in foreign regulatory requirements
|
•
|
difficulties in managing the staffing of remote operations;
|
•
|
potentially adverse tax consequences, including the complexities of foreign value added tax systems, restrictions on the repatriation of earnings and changes in tax rates;
|
•
|
dependence on foreign wireless carriers with different pricing models;
|
•
|
roaming charges to end users;
|
•
|
availability of reliable 2G, 3G and 4G mobile networks in those countries;
|
•
|
requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
|
•
|
the burdens of complying with a wide variety of foreign laws and different legal standards;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social and economic instability in some jurisdictions;
|
•
|
terrorist attacks and security concerns in general; and
|
•
|
reduced or varied protection for intellectual property rights in some countries.
|
•
|
the implementation of our equipment at new data centers and expansion of our operations at data centers;
|
•
|
the replacement of outdated or failing equipment; and
|
•
|
the acquisition of key technologies to support or expand our LBS.
|
•
|
adversely affect our relationships with our current or future wireless carrier customers and other business partners;
|
•
|
cause delays or stoppages in the shipment of Telenav enabled or preloaded mobile phones or vehicles, or cause us to modify or suspend the provision of our LBS;
|
•
|
cause us to incur significant expenses in defending claims brought against our wireless carrier customers, other business partners or us;
|
•
|
divert management's attention and resources;
|
•
|
subject us to significant damages or settlements;
|
•
|
require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or
|
•
|
require us or our business partners to cease certain activities and/or modify our products or services.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;
|
•
|
the public’s response to our press releases or other public announcements, including our filings with the SEC;
|
•
|
lawsuits threatened or filed against us; and
|
•
|
large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)
|
||||||
October 1 – October 31, 2012
|
|
186,572
|
|
|
$
|
6.56
|
|
|
186,572
|
|
|
$
|
19,543,154
|
|
November 1 – November 30, 2012
|
|
445,046
|
|
|
$
|
7.62
|
|
|
445,046
|
|
|
$
|
16,150,180
|
|
December 1 – December 31, 2012
|
|
557,037
|
|
|
$
|
7.90
|
|
|
557,037
|
|
|
$
|
11,747,805
|
|
Total
|
|
1,188,655
|
|
|
$
|
7.59
|
|
|
1,188,655
|
|
|
$
|
11,747,805
|
|
(1)
|
The purchases of our shares of common stock by us were made pursuant to (a) an existing stock repurchase plan announced by us on October 27, 2011 that expired on October 27, 2012, and (b) a new stock repurchase plan announced by us on October 23, 2012 that expires on October 23, 2013, under which our board of directors authorized us to purchase shares of our common stock up to an aggregate of $20.0 million, inclusive of broker fees.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Telenav, Inc. filed on May 18, 2010.
|
|
10-K
|
|
3.1
|
|
9/24/2010
|
|
|
|
|
|
|
|
|
|
3.1.1
|
|
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Telenav, Inc. filed on November 27, 2012.
|
|
8-K
|
|
3.1.1
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.4.1#
|
|
2009 Equity Incentive Plan, as amended.
|
|
8-K
|
|
10.4.1
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.15.7+
|
|
Amendment No. 7 effective as of November 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between Telenav, Inc. and TomTom North America, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15.8+
|
|
Amendment No. 8 effective as of November 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between Telenav, Inc. and TomTom North America, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.19+
|
|
Second Amendment dated October 18, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.20
|
|
Fifteenth Amendment dated October 30, 2012 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.21+
|
|
Third Amendment dated December 10, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26.10+
|
|
Amendment No. 10 dated December 12, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28#
|
|
Summary of Nonemployee Director Compensation.
|
|
8-K
|
|
10.28
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.29#
|
|
Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan.
|
|
S-8
|
|
4.2
|
|
10/29/2012
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
#
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
February 8, 2013
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
February 8, 2013
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Telenav, Inc. filed on May 18, 2010.
|
|
10-K
|
|
3.1
|
|
9/24/2010
|
|
|
|
|
|
|
|
|
|
3.1.1
|
|
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Telenav, Inc. filed on November 27, 2012.
|
|
8-K
|
|
3.1.1
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.4.1#
|
|
2009 Equity Incentive Plan, as amended.
|
|
8-K
|
|
10.4.1
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.15.7+
|
|
Amendment No. 7 effective as of November 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between Telenav, Inc. and TomTom North America, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15.8+
|
|
Amendment No. 8 effective as of November 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between Telenav, Inc. and TomTom North America, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.19+
|
|
Second Amendment dated October 18, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.20
|
|
Fifteenth Amendment dated October 30, 2012 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16.21+
|
|
Third Amendment dated December 10, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26.10+
|
|
Amendment No. 10 dated December 12, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28#
|
|
Summary of Nonemployee Director Compensation.
|
|
8-K
|
|
10.28
|
|
12/3/2012
|
|
|
|
|
|
|
|
|
|
10.29#
|
|
Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan.
|
|
S-8
|
|
4.2
|
|
10/29/2012
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
#
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
2.
|
Schedule B, Value Added Product, shall be amended to include a new Value Added Product [*****] as follows:
|
3.
|
Schedule E, Minimum Guarantee for all Value Added Products other than [*****], shall be deleted and replaced with the following:
|
TomTom _____
|
TeleNav License Agreement, Amendment #7, 9/2012, pg. 1
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
Time Period
|
Monthly Payment Amount
|
[*****] through [*****]
|
$[*****]
|
[*****] through [*****]
|
$[*****]
|
•
|
Licensee shall deliver the [*****] data from the use of Value Added Product [*****] (“Licensee [*****] Data”) to TomTom in accordance with Annex 1 to Amendment #2. Licensee has the rights and authority to and hereby does grant to TomTom, subject only to third party rights, a perpetual, irrevocable, royalty-free license to use, modify, incorporate into products and/or market and distribute the Licensee [*****] Data and any derivative work created by TomTom therefrom.
|
TomTom _____
|
TeleNav License Agreement, Amendment #7, 9/2012, pg. 2
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
•
|
In no event other than a breach of the license grant set forth above, shall Licensee be liable to TomTom for any direct, indirect, consequential, exemplary, special or incidental damages, including any lost data or lost profits, whether or not such damages are based on tort, warranty, contract or any other legal theory arising from or relating to the Licensee [*****] Data, even if Licensee has been advised of the possibility of such damages.
|
•
|
Upon termination or expiration of the Agreement, TomTom’s license to use the Licensee [*****] Data shall survive; provided that Licensee may terminate the license grant and not be obligated to deliver any additional Licensee [*****] Data upon written notice to TomTom if a third party terminates Licensee’s rights to such data.
|
NAVIGATION
|
||||
[*****]
|
Currency
|
Cat I
|
Cat II
|
Cat III
|
[*****]
|
$/€
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
$/€
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
$/€
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
$/€
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
$/€
|
[*****]
|
[*****]
|
[*****]
|
TomTom _____
|
TeleNav License Agreement, Amendment #7, 9/2012, pg. 3
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
TomTom North America, Inc.
|
Telenav, Inc.
|
a California corporation
|
a Delaware corporation
|
11 Lafayette Street
|
950 De Guigne Dr.
|
Lebanon, NH 03766-1445
|
Sunnyvale, CA 94085
|
|
|
By: /s/ M.M.A. van Gool
|
By: /s/ Michael Strambi
|
Name: M.M.A. van Gool
|
Name: Michael Strambi
|
Title: Finance Director, Automotive Enterprise & Government
|
Title: Chief Financial Officer
|
|
|
Date: 09-11-2012
|
Date: 11-13-12
|
TomTom _____
|
TeleNav License Agreement, Amendment #7, 9/2012, pg. 4
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
2.
|
Schedule B, Value Added Product [*****], shall be deleted in its entirety and replaced with the following:
|
3.
|
Schedule E, Minimum Guarantee, shall be amended to include the following:
|
TomTom _____
|
TeleNav License Agreement, Amendment #8, 11/2012, pg. 1
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
•
|
The [*****] for the [*****] application shall be [*****] through [*****].
|
•
|
Licensee must report [*****] for Value Added Products [*****] for use in tracking against the Minimum Guarantee for [*****].
|
•
|
Licensee shall deliver the [*****] data from the application sessions of [*****] (“[*****]”) to TomTom in accordance with Annex 1 to Amendment #2. Licensee has the rights and authority to and hereby does grant to TomTom, subject only to third party rights, a perpetual, irrevocable, royalty-free license to use, modify, incorporate into products and/or market and distribute the [*****] and any derivative work created by TomTom therefrom.
|
•
|
In no event other than a breach of the license grant set forth above, shall Licensee be liable to TomTom for any direct, indirect, consequential, exemplary, special or incidental damages, including any lost data or lost profits, whether or not such damages are based on tort, warranty, contract or any other legal theory arising from or relating to the [*****], even if Licensee has been advised of the possibility of such damages.
|
•
|
Upon termination or expiration of the Agreement, TomTom’s license to use the [*****] shall survive; provided that Licensee may terminate the license grant and not be obligated to deliver any additional [*****] upon written notice to TomTom if a third party terminates Licensee’s rights to such data.
|
TomTom North America, Inc.
|
Telenav, Inc.
|
a California corporation
|
a Delaware corporation
|
11 Lafayette Street
|
950 De Guigne Dr.
|
Lebanon, NH 03766-1445
|
Sunnyvale, CA 94085
|
|
|
By: /s/ M.M.A. van Gool
|
By: /s/ Michael Strambi
|
Name: M.M.A. van Gool
|
Name: Michael Strambi
|
Title: Finance Director, Automotive Enterprise & Government
|
Title: Chief Financial Officer
|
|
|
Date: 04-12-2012
|
Date: 12-04-12
|
TomTom _____
|
TeleNav License Agreement, Amendment #8, 11/2012, pg. 2
|
Licensee _____
|
CA_0000608_4
|
TOMTOM CONFIDENTIAL
|
|
1.
|
Amendment Term.
The term of this Second Amendment (the “Second Amendment Term”) shall be co-terminous with the Agreement.
|
2.
|
In the closing sentence above the signature block of the First Amendment (“First Amendment”) to Territory License No. 8, dated February 7, 2012, delete both references to “Fourteenth Amendment” and replace both with “First Amendment”.
|
3.
|
[*****]. Notwithstanding anything to the contrary under Section III of TL 8, Section III of TL 8 is hereby amended to add the following Application licensed under TL 8:
|
4.
|
Pricing
.
|
A.
|
The License Fee table of Section 5 of Exhibit A of TL 8 is hereby amended to add the following License Fees per Copy for the Europe Territory as set forth below:
|
5.
|
Additional Content
. Exhibit E of TL 8 is hereby amended to add the following Additional Content:
|
6.
|
[*****]. No licenses or other rights are granted hereunder in connection with any [*****]. [*****] shall be granted solely pursuant to a separate [*****] between the parties. [*****] means [*****] method and system [*****], based on [*****], of a [*****] for some [*****] and identification of [*****] such as [*****] and others.
|
7.
|
Except as otherwise modified herein, the terms of the Agreement shall remain in full force and effect.
|
NAVTEQ NORTH AMERICA, LLC
|
TELENAV, INC.
|
By:
/s/ Stephen W. Kelley
|
By:
/s/ Michael Strambi
|
Name:
Stephen W. Kelley
|
Name:
Michael Strambi
|
Title:
Director, Legal and Intellectual Property
|
Title:
CFO
|
Date:
10/18/2012
|
Date:
10/16/2012
|
1.
|
Term
. The Expiration Date of the Agreement and all associated Territory Licenses thereto is hereby extended until January 31, 2014, and shall automatically renew for additional one (1) year periods unless either party provides written notice of non-renewal to the other party at least 180 days prior to the Expiration Date.
|
2.
|
The terms and conditions of the Agreement remain in full force and effect except as modified hereunder.
|
NAVTEQ NORTH AMERICA, LLC
|
TELENAV, INC.
|
By:
/s/ Stephen W. Kelley
|
By:
/s/ Michael Strambi
|
Name:
Stephen W. Kelley
|
Name:
Michael Strambi
|
Title:
Director, Legal and Intellectual Property
|
Title:
CFO
|
Date:
10-30-2012
|
Date:
10-25-2012
|
1.
|
[*****]. In lieu of the pricing set forth in Sections 1-3 of Exhibit A to TL 8, the special pricing set forth below shall apply to Copies of Data for the Territories below which are distributed [*****] described below to [*****]. For the purposes of this Third Amendment, the [*****] means [*****] in which [*****] provided by NT is [*****] in connection with [*****]. For the sake of clarity, (A) the foregoing does not include [*****] in which the [*****] is dependent upon the End-User opting into [*****]; and (B) as related to [*****], Client may [*****] that were [*****] for further distribution to End-Users and properly reported by Client to NT in applicable license fee reports, but which [*****], and by way of such [*****] of [*****], Client may distribute these [*****] for no additional License Fee beyond the fees that Client already paid for distributing the [*****] provided that the Territory of Data remains the same for the [*****]. Except as provided herein, the pricing set forth below is the amount of the License Fee to be paid by Client to NT for [*****] and does not include any [*****] that may be applicable.
|
TERRITORY OF DATA
|
LICENSE FEE
|
US/Canada Territory
|
[*****]
|
United States + Mexico Territory
|
[*****]
|
Latin America Territory
|
[*****]
|
NAVTEQ NORTH AMERICA, LLC
|
TELENAV, INC.
|
By:
/s/ Stephen W. Kelley
|
By:
/s/ Michael Strambi
|
Name:
Stephen W. Kelley
|
Name:
Michael Strambi
|
Title:
Director, Legal and Intellectual Property
|
Title:
CFO
|
Date:
12/10/2012
|
Date:
12/4/2012
|
1.
|
Attachment V: Pricing and Royalty
, Section 3, as of [*****], delete and replace the pricing matrix located under [*****] as follows:
|
[*****]
|
|
|
|
Content
|
Price
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
Total
|
[*****]
|
2.
|
After
Attachment VII
, add
Attachment VIII
, attached hereto and incorporated by reference herein.
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
SYNC Software Buyer
Date:
11/30/12
|
TELENAV, INC.
By:
/s/ Michael W. Strambi
(Signature)
Name:
Michael W. Strambi
(Printed Name)
Title:
CFO
Date:
12/12/12
|
1
|
Scope and Background
|
1.
|
Lexicon
|
2.
|
References
|
2
|
Project Timelines and Feature Deliverables
|
3
|
[*****] Analysis
|
4
|
Developed Software
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 8, 2013
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
DR. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 8, 2013
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
February 8, 2013
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 8, 2013
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|