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ý
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ANNUAL 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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Title of each class
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Name of each exchange on which registered
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Common Stock, $.001 Par Value per Share
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The NASDAQ Global Market
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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
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 1.
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BUSINESS
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•
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improving and expanding features, functionality and performance of our existing services;
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•
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developing applications, services and products for new mobile phones, mobile phone operating systems and emerging wireless network technologies, and developing our technology for automobiles, desktop computers and tablets;
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•
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developing key technology and content to reduce third party costs; and
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•
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developing innovative and engaging advertising products across our navigation solutions that allow for highly effective targeting of end users and provide for accurate measurement of behavior.
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•
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significantly greater revenue and financial resources;
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•
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stronger brand and consumer recognition in a particular market segment, geographic region or worldwide;
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•
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the capacity to leverage their marketing expenditures across a broader portfolio of products;
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•
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access to core technology and intellectual property, including more extensive patent portfolios;
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•
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access to custom or proprietary content;
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•
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quicker pace of innovation;
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•
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stronger wireless carrier, automotive and handset manufacturer relationships;
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•
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more financial flexibility and experience to make acquisitions;
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•
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lower labor and development costs; and
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•
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broader global distribution and presence.
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Name
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Age
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Position
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Dr. HP Jin
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49
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President, Chief Executive Officer and Chairman of the Board of Directors
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Michael Strambi
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51
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Chief Financial Officer and Treasurer
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Salman Dhanani
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40
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Co-General Manager Automotive Business and VP Strategic Partnerships
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Loren Hillberg
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55
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General Counsel and Secretary
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Dariusz Paczuski
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47
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General Manager Consumer Business and VP Corporate Marketing
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Hassan Wahla
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41
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Co-General Manager Automotive Business and VP Business Development
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ITEM 1A.
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RISK FACTORS
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•
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the transition away from paid carrier navigation to freemium offerings for mobile phone based navigation services;
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•
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impact of results of the offering of a premium upgrade on a basic version of our service that is offered for free;
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•
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the ability of our automobile manufacturer customers to sell automobiles equipped with our products;
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•
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the seasonality of new vehicle model introductions and consumer buying patterns, as well as the effects of financial market turmoil and economic uncertainty on vehicle purchases
,
particularly outside of the U.S.;
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•
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the effectiveness of our entry into new business areas, such as advertising;
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•
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changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition;
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•
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poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;
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•
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loss of subscribers by our wireless carrier customers or a reduction in the number of subscribers to plans that include our services;
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•
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the timing and quality of information we receive from our customers;
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•
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our inability to attract new end users;
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•
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the timing and success of new service introductions by us or our competitors;
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•
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the loss of our relationship or a change in our revenue model with any particular wireless carrier customer;
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•
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the timing and success of marketing expenditures for our products;
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•
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the extent of any interruption in our services;
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•
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the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure;
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•
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the timing of expenses related to the development or acquisition of technologies, products or businesses;
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•
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potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;
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•
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general economic, industry and market conditions that impact expenditures for new vehicles, smartphones and mobile location services in the United States and other countries where we sell our services and products;
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•
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changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;
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•
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changes in our effective tax rates; and
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•
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the impact of new accounting pronouncements.
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•
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the provision of their services at no or low cost to consumers;
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•
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significantly greater revenue and financial resources;
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•
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stronger brand and consumer recognition regionally or worldwide;
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•
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the capacity to leverage their marketing expenditures across a broader portfolio of mobile and nonmobile products;
|
•
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access to core technology and intellectual property, including more extensive patent portfolios;
|
•
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access to custom or proprietary content;
|
•
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quicker pace of innovation;
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•
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stronger wireless carrier, automotive and handset manufacturer relationships;
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•
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stronger international presence may make our larger competitors more attractive partners to automotive manufacturers and OEMs;
|
•
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greater resources to make and integrate acquisitions;
|
•
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lower labor and development costs; and
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•
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broader global distribution and presence.
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•
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difficulties in integrating and managing the operations, technologies and products of the companies we acquire;
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•
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diversion of our management’s attention from normal daily operation of our business;
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•
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our inability to maintain the key business relationships and the reputations of the businesses we acquire;
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•
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our inability to retain key personnel of the acquired company;
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•
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uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
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•
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our dependence on unfamiliar affiliates and customers of the companies we acquire;
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•
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insufficient revenue to offset our increased expenses associated with acquisitions;
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•
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our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
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•
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our inability to maintain internal standards, controls, procedures and policies.
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•
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damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;
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•
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errors in the processing of data by our servers;
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•
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computer viruses or software defects;
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•
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physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or
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•
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errors by our employees or third party service providers.
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•
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fluctuations in currency exchange rates;
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•
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unexpected changes in foreign regulatory requirements;
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•
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difficulties in managing the staffing of remote operations;
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•
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potentially adverse tax consequences, including the complexities of foreign value added tax systems, restrictions on the repatriation of earnings and changes in tax rates;
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•
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dependence on foreign wireless carriers with different pricing models;
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•
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roaming charges to end users;
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•
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availability of reliable 2G, 3G and 4G mobile networks in those countries;
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•
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requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
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•
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the burdens of complying with a wide variety of foreign laws and different legal standards;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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political, social and economic instability in some jurisdictions;
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•
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terrorist attacks and security concerns in general; and
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•
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reduced or varied protection for intellectual property rights in some countries.
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•
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the implementation of our equipment at new data centers and expansion of our operations at data centers;
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•
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the replacement of outdated or failing equipment; and
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•
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the acquisition of key technologies to support or expand our navigation services.
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•
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adversely affect our relationships with our current or future customers and other business partners;
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•
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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 navigation services;
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•
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cause us to incur significant expenses in defending claims brought against our customers, other business partners or us;
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•
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divert management's attention and resources;
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•
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subject us to significant damages or settlements;
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•
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require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or
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•
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require us or our business partners to cease certain activities and/or modify our products or services.
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•
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actual or anticipated fluctuations in our operating results;
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•
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changes in the financial projections we may provide to the public or our failure to meet these projections;
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•
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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;
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•
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the public’s response to our press releases or other public announcements, including our filings with the SEC;
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•
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lawsuits threatened or filed against us; and
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•
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large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Year ended June 30, 2013
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
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6.23
|
|
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$
|
5.58
|
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Second Quarter
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$
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8.20
|
|
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$
|
6.01
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Third Quarter
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$
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8.30
|
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$
|
6.27
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Fourth Quarter
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$
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6.45
|
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$
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5.00
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Year ended June 30, 2012
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
21.86
|
|
|
$
|
8.22
|
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Second Quarter
|
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$
|
9.63
|
|
|
$
|
7.71
|
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Third Quarter
|
|
$
|
8.17
|
|
|
$
|
6.62
|
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Fourth Quarter
|
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$
|
7.19
|
|
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$
|
5.57
|
|
|
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Total Number of
Shares Purchased
|
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Average Price
Paid per Share
|
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
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Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)
|
||||||
April 1 – April 30, 2013
|
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9,422
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|
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$
|
5.16
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|
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9,422
|
|
|
$
|
9,951,348
|
|
May 1 – May 31, 2013
|
|
209,503
|
|
|
$
|
5.18
|
|
|
209,503
|
|
|
$
|
8,866,987
|
|
June 1 – June 30, 2013
|
|
187,001
|
|
|
$
|
5.18
|
|
|
187,001
|
|
|
$
|
7,898,886
|
|
Total
|
|
405,926
|
|
|
$
|
5.18
|
|
|
405,926
|
|
|
$
|
7,898,886
|
|
(1)
|
The purchases of our shares of common stock by us were made pursuant to a stock repurchase plan announced by us on March 18, 2013. Our board of directors authorized us to purchase shares of our common stock up to an aggregate of $10.0 million, inclusive of broker fees. This stock repurchase plan will expire on March 14, 2014.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Consolidated Statements of Income Data:
(in thousands, except per share data)
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Revenue
|
|
$
|
191,800
|
|
|
$
|
205,522
|
|
|
$
|
199,118
|
|
|
$
|
161,888
|
|
|
$
|
102,396
|
|
Cost of revenue
|
|
69,113
|
|
|
44,448
|
|
|
38,150
|
|
|
27,246
|
|
|
17,078
|
|
|||||
Gross profit
|
|
122,687
|
|
|
161,074
|
|
|
160,968
|
|
|
134,642
|
|
|
85,318
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
60,349
|
|
|
65,764
|
|
|
52,617
|
|
|
38,358
|
|
|
21,613
|
|
|||||
Sales and marketing
|
|
30,435
|
|
|
25,345
|
|
|
16,588
|
|
|
11,886
|
|
|
14,020
|
|
|||||
General and administrative
|
|
24,765
|
|
|
26,084
|
|
|
19,757
|
|
|
14,518
|
|
|
8,302
|
|
|||||
Restructuring costs
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
117,220
|
|
|
117,193
|
|
|
88,962
|
|
|
64,762
|
|
|
43,935
|
|
|||||
Operating income
|
|
5,467
|
|
|
43,881
|
|
|
72,006
|
|
|
69,880
|
|
|
41,383
|
|
|||||
Other income (expense), net
|
|
1,207
|
|
|
1,484
|
|
|
1,173
|
|
|
(407
|
)
|
|
(776
|
)
|
|||||
Income from continuing operations before provision for income taxes
|
|
6,674
|
|
|
45,365
|
|
|
73,179
|
|
|
69,473
|
|
|
40,607
|
|
|||||
Provision for income taxes
|
|
1,093
|
|
|
13,559
|
|
|
28,592
|
|
|
27,183
|
|
|
11,553
|
|
|||||
Income from continuing operations, net of tax
|
|
$
|
5,581
|
|
|
$
|
31,806
|
|
|
$
|
44,587
|
|
|
$
|
42,290
|
|
|
$
|
29,054
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
7,486
|
|
|
$
|
602
|
|
|
$
|
(2,013
|
)
|
|
$
|
(880
|
)
|
|
$
|
564
|
|
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
|
$
|
41,410
|
|
|
$
|
29,618
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.77
|
|
|
$
|
1.06
|
|
|
$
|
1.70
|
|
|
$
|
1.34
|
|
Net income
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
1.01
|
|
|
$
|
2.66
|
|
|
$
|
2.63
|
|
Diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
|
$
|
0.86
|
|
|
$
|
0.55
|
|
Net income
|
|
$
|
0.31
|
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
|
$
|
1.34
|
|
|
$
|
1.07
|
|
Weighted average shares used in computing net income per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
40,310
|
|
|
41,406
|
|
|
41,975
|
|
|
15,569
|
|
|
11,273
|
|
|||||
Diluted
|
|
41,919
|
|
|
43,944
|
|
|
45,086
|
|
|
30,833
|
|
|
27,724
|
|
Consolidated Balance Sheets Data:
(in thousands)
|
|
June 30,
|
||||||||||||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Cash, cash equivalents and short-term investments
|
|
$
|
191,685
|
|
|
$
|
199,468
|
|
|
$
|
203,310
|
|
|
$
|
112,862
|
|
|
$
|
33,128
|
|
Working capital
|
|
190,385
|
|
|
204,977
|
|
|
178,602
|
|
|
134,878
|
|
|
44,899
|
|
|||||
Total assets
|
|
273,669
|
|
|
264,779
|
|
|
260,627
|
|
|
173,720
|
|
|
72,210
|
|
|||||
Preferred stock warrant liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,511
|
|
|||||
Convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,368
|
|
|||||
Common stock and additional paid-in capital
|
|
118,233
|
|
|
118,897
|
|
|
115,106
|
|
|
109,729
|
|
|
3,501
|
|
|||||
Total stockholders’ equity
|
|
214,464
|
|
|
216,518
|
|
|
188,466
|
|
|
149,037
|
|
|
3,376
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
subscriber data supplied by our wireless carrier customers;
|
•
|
customer specific historical subscription and revenue reporting trends;
|
•
|
end user subscription data from our internal systems; and
|
•
|
data from comparable distribution channels of our other customers.
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Cost of revenue
|
|
$
|
149
|
|
|
$
|
91
|
|
|
$
|
97
|
|
Research and development
|
|
3,509
|
|
|
2,509
|
|
|
1,965
|
|
|||
Selling and marketing
|
|
2,290
|
|
|
1,168
|
|
|
1,003
|
|
|||
General and administrative
|
|
2,699
|
|
|
1,354
|
|
|
1,072
|
|
|||
Total stock-based compensation expense
|
|
$
|
8,647
|
|
|
$
|
5,122
|
|
|
$
|
4,137
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected volatility
|
|
72
|
%
|
|
64
|
%
|
|
56
|
%
|
Expected term (in years)
|
|
4.79
|
|
|
4.50
|
|
|
4.50
|
|
Risk-free interest rate
|
|
0.67
|
%
|
|
0.77
|
%
|
|
1.61
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Fiscal Year Ended June 30, 2013
|
||||||||||
Consolidated Statements of Income Data
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
(in thousands)
|
|
|
||||||
Product
|
|
$
|
69,162
|
|
|
$
|
24,186
|
|
|
$
|
10,752
|
|
Services
|
|
122,638
|
|
|
181,336
|
|
|
188,366
|
|
|||
Total revenue
|
|
191,800
|
|
|
205,522
|
|
|
199,118
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
38,164
|
|
|
13,615
|
|
|
6,364
|
|
|||
Services
|
|
30,949
|
|
|
30,833
|
|
|
31,786
|
|
|||
Total cost of revenue
|
|
69,113
|
|
|
44,448
|
|
|
38,150
|
|
|||
Gross profit
|
|
122,687
|
|
|
161,074
|
|
|
160,968
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
60,349
|
|
|
65,764
|
|
|
52,617
|
|
|||
Sales and marketing
|
|
30,435
|
|
|
25,345
|
|
|
16,588
|
|
|||
General and administrative
|
|
24,765
|
|
|
26,084
|
|
|
19,757
|
|
|||
Restructuring costs
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
117,220
|
|
|
117,193
|
|
|
88,962
|
|
|||
Operating income
|
|
5,467
|
|
|
43,881
|
|
|
72,006
|
|
|||
Other income, net
|
|
1,207
|
|
|
1,484
|
|
|
1,173
|
|
|||
Income before provision for income taxes
|
|
6,674
|
|
|
45,365
|
|
|
73,179
|
|
|||
Provision for income taxes
|
|
1,093
|
|
|
13,559
|
|
|
28,592
|
|
|||
Income from continuing operations, net of tax
|
|
5,581
|
|
|
31,806
|
|
|
44,587
|
|
|||
Income from discontinued operations, net of tax
|
|
7,486
|
|
|
602
|
|
|
(2,013
|
)
|
|||
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
|
|
Fiscal Year Ended June 30, 2013
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Revenue:
|
|
(as a percentage of revenue)
|
|||||||
Product
|
|
36
|
%
|
|
12
|
%
|
|
5
|
%
|
Services
|
|
64
|
%
|
|
88
|
%
|
|
95
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|||
Product
|
|
20
|
%
|
|
7
|
%
|
|
3
|
%
|
Services
|
|
16
|
%
|
|
15
|
%
|
|
16
|
%
|
Total cost of revenue
|
|
36
|
%
|
|
22
|
%
|
|
19
|
%
|
Gross profit
|
|
64
|
%
|
|
78
|
%
|
|
81
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Research and development
|
|
31
|
%
|
|
32
|
%
|
|
27
|
%
|
Sales and marketing
|
|
16
|
%
|
|
12
|
%
|
|
8
|
%
|
General and administrative
|
|
13
|
%
|
|
13
|
%
|
|
10
|
%
|
Restructuring costs
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Total operating expenses
|
|
61
|
%
|
|
57
|
%
|
|
45
|
%
|
Operating income
|
|
3
|
%
|
|
21
|
%
|
|
36
|
%
|
Other income, net
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Income before provision for income taxes
|
|
3
|
%
|
|
22
|
%
|
|
36
|
%
|
Provision for income taxes
|
|
—
|
%
|
|
6
|
%
|
|
14
|
%
|
Income from continuing operations, net of tax
|
|
3
|
%
|
|
16
|
%
|
|
22
|
%
|
Income from discontinued operations, net of tax
|
|
4
|
%
|
|
—
|
%
|
|
(1
|
)%
|
Net income
|
|
7
|
%
|
|
16
|
%
|
|
21
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
42,913
|
|
|
$
|
29,307
|
|
|
$
|
106,680
|
|
Net cash used in investing activities
|
|
(185
|
)
|
|
(36,713
|
)
|
|
(187,698
|
)
|
|||
Net cash used in financing activities
|
|
(23,874
|
)
|
|
(9,640
|
)
|
|
(7,735
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
13
|
|
|
(87
|
)
|
|
(56
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
18,867
|
|
|
$
|
(17,133
|
)
|
|
$
|
(88,809
|
)
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations(1)
|
|
$
|
31,055
|
|
|
$
|
5,134
|
|
|
$
|
8,173
|
|
|
$
|
10,221
|
|
|
$
|
7,527
|
|
Purchase obligations(2)
|
|
12,252
|
|
|
8,356
|
|
|
3,896
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
43,307
|
|
|
$
|
13,490
|
|
|
$
|
12,069
|
|
|
$
|
10,221
|
|
|
$
|
7,527
|
|
(1)
|
Consists of contractual obligations for office space under noncancelable operating leases, net of sublease income.
|
(2)
|
Consists of minimum noncancelable financial commitments primarily related to fees owed to certain third party content providers, regardless of usage level.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
|
/s/ Ernst & Young LLP
|
San Jose, California
August 29, 2013 |
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
Amended and Restated Asset Purchase Agreement, dated April 16, 2013, by and between Telenav, Inc. and FleetCor Technologies Operating Company, LLC.
|
|
10-Q
|
|
2.1
|
|
5/8/2013
|
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
|
3.2
|
|
Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010.
|
|
10-K
|
|
3.2
|
|
9/24/2009
|
4.1
|
|
Specimen Common Stock Certificate of TeleNav, Inc.
|
|
S-1/A
|
|
4.1
|
|
1/5/2010
|
4.2
|
|
Fifth Amended and Restated Investors’ Rights Agreement, dated April 14, 2009, between TeleNav, Inc. and certain holders of TeleNav, Inc.’s capital stock named therein.
|
|
S-1
|
|
4.2
|
|
10/30/2009
|
10.1
|
|
Form of Indemnification Agreement between Registrant and its directors and officers.
|
|
S-1
|
|
10.1
|
|
10/30/2009
|
10.2#
|
|
1999 Stock Option Plan and forms of agreement thereunder.
|
|
S-1
|
|
10.2
|
|
10/30/2009
|
10.3#
|
|
2002 Executive Stock Option Plan and forms of agreement thereunder.
|
|
S-1
|
|
10.3
|
|
10/30/2009
|
10.4#
|
|
2009 Equity Incentive Plan, as amended.
|
|
8-K
|
|
10.4.1
|
|
12/3/2012
|
10.4.1#
|
|
Forms of agreement under the 2009 Equity Incentive Plan.
|
|
S-1
|
|
10.4
|
|
10/30/2009
|
10.5#
|
|
Employment Agreement, dated as of April 20, 2006, between TeleNav, Inc. and Douglas Miller.
|
|
S-1
|
|
10.5
|
|
10/30/2009
|
10.5.1#
|
|
Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Douglas Miller.
|
|
S-1
|
|
10.5.1
|
|
10/30/2009
|
10.6#
|
|
Employment Agreement, dated as of April 7, 2009, between TeleNav, Inc. and Loren Hillberg.
|
|
S-1
|
|
10.6
|
|
10/30/2009
|
10.6.1#
|
|
Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Loren Hillberg.
|
|
S-1
|
|
10.6.1
|
|
10/30/2009
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.7#
|
|
Employment Agreement, dated as of May 4, 2005, between TeleNav, Inc. and Hassan Wahla.
|
|
S-1
|
|
10.7
|
|
10/30/2009
|
10.8#
|
|
Employment Agreement, dated October 28, 2009, between TeleNav, Inc. and H.P. Jin.
|
|
S-1
|
|
10.8
|
|
10/30/2009
|
10.9#
|
|
Form of Employment Agreement between TeleNav, Inc. and each of Y.C. Chao, Salman Dhanani, Robert Rennard and Hassan Wahla.
|
|
S-1
|
|
10.9
|
|
10/30/2009
|
10.10#
|
|
Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.
|
|
S-1
|
|
10.10
|
|
10/30/2009
|
10.10.1#
|
|
Amendment dated July 8, 2009 to the Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.
|
|
S-1
|
|
10.10.1
|
|
10/30/2009
|
10.11
|
|
Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.
|
|
S-1
|
|
10.11
|
|
10/30/2009
|
10.11.1
|
|
First Amendment dated October 27, 2006 to the Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.
|
|
S-1
|
|
10.11.1
|
|
10/30/2009
|
10.12
|
|
Shanghai Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co.
|
|
S-1/A
|
|
10.12
|
|
12/8/2009
|
10.13†
|
|
Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13
|
|
2/2/2010
|
10.13.1†
|
|
Amendment No. 1 effective as of July 1, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.1
|
|
2/2/2010
|
10.13.2†
|
|
Amendment No. 2 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.2
|
|
1/5/2010
|
10.13.3†
|
|
Addendum effective as of March 12, 2010 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.3
|
|
4/26/2010
|
10.13.4†
|
|
Amendment No. 3 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of September 1, 2010.
|
|
10-Q
|
|
10.13.4
|
|
11/15/2010
|
10.13.5+
|
|
Amendment No. 4 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of March 29, 2012.
|
|
10-K
|
|
10.13.5
|
|
9/7/2012
|
10.13.6+
|
|
Amendment No. 5 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of July 1, 2012.
|
|
10-K
|
|
10.13.6
|
|
9/7/2012
|
10.13.7+
|
|
Amendment No. 6 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of January 18, 2013.
|
|
Filed herewith
|
|
|
|
|
10.13.8+
|
|
Amendment No. 7 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of April 8, 2013.
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.13.9+
|
|
Amendment No. 8 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of April 15, 2013.
|
|
Filed herewith
|
|
|
|
|
10.14†
|
|
License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14
|
|
2/2/2010
|
10.14.1†
|
|
First Amendment effective as of November 13, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.1
|
|
10/30/2009
|
10.14.2†
|
|
Second Amendment effective as of November 20, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.2
|
|
10/30/2009
|
10.14.3†
|
|
Fourth Amendment effective as of June 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.3
|
|
10/30/2009
|
10.14.4†
|
|
Sixth Amendment effective as of October 13, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.4
|
|
10/30/2009
|
10.14.5†
|
|
Seventh Amendment effective as of October 27, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14.5
|
|
12/8/2009
|
10.14.6†
|
|
Eighth Amendment effective as of November 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14.6
|
|
1/5/2010
|
10.14.7†
|
|
Ninth Amendment effective as of April 13, 2010 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
10-K
|
|
10.14.7
|
|
9/24/2010
|
10.14.8†
|
|
Tenth Amendment effective as of January 18, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
10-Q
|
|
10.14.8
|
|
5/10/2011
|
10.14.9+
|
|
Eleventh Amendment effective as of December 6, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
Filed herewith
|
|
|
|
|
10.14.10+
|
|
Twelfth Amendment effective as of June 17, 2013 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
Filed herewith
|
|
|
|
|
10.15†
|
|
License Agreement effective as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
S-1/A
|
|
10.15
|
|
12/8/2009
|
10.15.1†
|
|
Amendment No.1 effective as of March 1, 2010 to the License Agreement, dated as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
S-1/A
|
|
10.15.1
|
|
4/26/2010
|
10.15.2†
|
|
Amendment No. 2 effective as of August 1, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
10-Q
|
|
10.15.2
|
|
11/15/2010
|
10.15.3+
|
|
Amendment No. 3 effective as of December 14, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
10-K
|
|
10.15.3
|
|
9/7/2012
|
10.15.4+
|
|
Amendment No. 4 effective as of November 21, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.4
|
|
9/7/2012
|
10.15.5+
|
|
Amendment No. 5 effective as of March 24, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.5
|
|
9/7/2012
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.15.6+
|
|
Amendment No. 6 effective as of July 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.6
|
|
9/7/2012
|
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.
|
|
10-Q
|
|
10.15.7
|
|
2/8/2013
|
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.
|
|
10-Q
|
|
10.15.8
|
|
2/8/2013
|
10.16†
|
|
Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.
|
|
S-1/A
|
|
10.16
|
|
2/2/2010
|
10.16.1†
|
|
Third Amendment dated December 22, 2004 to the Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.1
|
|
4/26/2010
|
10.16.2†
|
|
Fourth Amendment dated May 18, 2007 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.2
|
|
2/2/2010
|
10.16.3†
|
|
Fifth Amendment dated January 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.3
|
|
2/2/2010
|
10.16.4†
|
|
Seventh Amendment dated December 16, 2008 to the Data License Agreement, dated as of December 1, 2002, by and among TeleNav, Inc., NAVTEQ Europe B.V. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.4
|
|
4/26/2010
|
10.16.5
|
|
Eighth Amendment dated December 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1
|
|
10.16.5
|
|
10/30/2009
|
10.16.6†
|
|
Territory License No. 1, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.
|
|
S-1/A
|
|
10.16.6
|
|
4/26/2010
|
10.16.7†
|
|
Territory License No. 2, dated as of June 30, 2003, by and between Televigation, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.7
|
|
4/26/2010
|
10.16.8†
|
|
Territory License No. 3, dated as of February 7, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.8
|
|
4/26/2010
|
10.16.9†
|
|
Territory License No. 5, dated as of March 6, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.9
|
|
4/26/2010
|
10.16.10†
|
|
Territory License No. 6, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.10
|
|
4/26/2010
|
10.16.11†
|
|
Territory License No. 7, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.11
|
|
4/26/2010
|
10.16.12†
|
|
Ninth Amendment dated February 25, 2010 to the Data License Agreement, dated as of December 1, 2002 by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.12
|
|
4/26/2010
|
10.16.13
|
|
Tenth Amendment dated June 1, 2010 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.
|
|
10-Q
|
|
10.16.13
|
|
5/7/2012
|
10.16.14†
|
|
Eleventh Amendment dated September 16, 2010 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.
|
|
10-Q
|
|
10.16.14
|
|
5/7/2012
|
10.16.15†
|
|
Twelfth Amendment dated September 28, 2010 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.
|
|
10-Q
|
|
10.16.15
|
|
5/7/2012
|
10.16.16†
|
|
Fourteenth Amendment dated September 30, 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.
|
|
10-Q
|
|
10.16.16
|
|
5/7/2012
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.16.17†
|
|
Territory License No. 8, dated December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.
|
|
10-Q
|
|
10.16.17
|
|
5/7/2012
|
10.16.18†
|
|
First Amendment dated February 7, 2012 to Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
10-Q
|
|
10.16.18
|
|
5/7/2012
|
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.
|
|
10-Q
|
|
10.16.19
|
|
2/8/2013
|
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.
|
|
10-Q
|
|
10.16.20
|
|
2/8/2013
|
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.
|
|
10-Q
|
|
10.16.21
|
|
2/8/2013
|
10.17#
|
|
Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski.
|
|
10-K
|
|
10.17
|
|
9/24/2010
|
10.18#
|
|
First Year Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski.
|
|
10-K
|
|
10.18
|
|
9/24/2010
|
10.19+
|
|
Office Lease, dated as of June 28, 2011 and executed on June 30, 2011, by and between TeleNav, Inc. and CA-Sunnyvale Business Center Limited Partnership.
|
|
10-K
|
|
10.19
|
|
9/9/2011
|
10.20#
|
|
Employment Offer Letter dated August 10, 2011 from TeleNav, Inc. to Marc Aronson.
|
|
10-Q
|
|
10.20
|
|
11/7/2011
|
10.21#
|
|
Form of First Year Executive Employment Agreement.
|
|
10-Q
|
|
10.21
|
|
11/7/2011
|
10.22#
|
|
Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi.
|
|
10-Q
|
|
10.22
|
|
5/7/2012
|
10.23#
|
|
Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.
|
|
10-Q
|
|
10.23
|
|
5/7/2012
|
10.24
|
|
Consulting Agreement effective June 16, 2012 between TeleNav, Inc. and Douglas Miller.
|
|
10-K
|
|
10.24
|
|
9/7/2012
|
10.25#
|
|
Director Offer Letter dated July 30, 2012 between TeleNav, Inc. and Ken Xie.
|
|
10-K
|
|
10.25
|
|
9/7/2012
|
10.26+
|
|
SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26
|
|
9/7/2012
|
10.26.1+
|
|
Amendment No. 1 effective August 10, 2010 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.1
|
|
9/7/2012
|
10.26.2+
|
|
Amendment No. 2 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.2
|
|
9/7/2012
|
10.26.3+
|
|
Amendment No. 3 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.3
|
|
9/7/2012
|
10.26.4+
|
|
Amendment No. 4 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.4
|
|
9/7/2012
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.26.5+
|
|
Amendment No. 5 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.5
|
|
9/7/2012
|
10.26.6+
|
|
Amendment No. 6 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.6
|
|
9/7/2012
|
10.26.7+
|
|
Amendment No. 7 effective November 15, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.7
|
|
9/7/2012
|
10.26.8+
|
|
Amendment No. 8 effective January 1, 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.
|
|
10-K
|
|
10.26.8
|
|
9/7/2012
|
10.26.9+
|
|
Amendment No. 9 effective May 11, 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.
|
|
10-K
|
|
10.26.9
|
|
9/7/2012
|
10.26.10†
|
|
Amendment No. 10 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company.
|
|
10-Q
|
|
10.26.10
|
|
5/8/2013
|
10.26.11+
|
|
Amendment No. 11 effective February 3, 2011 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
|
|
|
|
|
10.26.12+
|
|
Amendment No. 12 effective February 28, 2013 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
|
|
|
|
|
10.26.13+
|
|
Amendment No. 13 effective June 17, 2013 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
|
|
|
|
|
10.27
|
|
Consulting Agreement effective August 29, 2012 between TeleNav, Inc. and Marc Aronson.
|
|
10-K
|
|
10.27
|
|
9/7/2012
|
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
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
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 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 Chief Executive Officer.
|
|
Filed 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.
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
101.INS*
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed 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.
|
†
|
Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.
|
~
|
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-K 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:
|
August 29, 2013
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Dr. HP J
IN
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
|
August 29, 2013
|
|
|
|
|
|
Dr. HP Jin
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MICHAEL STRAMBI
|
|
Chief Financial Officer and Treasurer
|
|
August 29, 2013
|
Michael Strambi
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ SHAWN CAROLAN
|
|
Director
|
|
August 29, 2013
|
Shawn Carolan
|
|
|
|
|
|
|
|
|
|
/s/ SAMUEL CHEN
|
|
Director
|
|
August 29, 2013
|
Samuel Chen
|
|
|
|
|
|
|
|
|
|
/s/ HON JANE (JASON) CHIU
|
|
Director
|
|
August 29, 2013
|
Hon Jane (Jason) Chiu
|
|
|
|
|
|
|
|
|
|
/s/ KEN XIE
|
|
Director
|
|
August 29, 2013
|
Ken Xie
|
|
|
|
|
|
|
|
|
|
/s/ JOSEPH M. ZAELIT
|
|
Director
|
|
August 29, 2013
|
Joseph M. Zaelit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
/s/ Ernst & Young LLP
|
San Jose, California
August 29, 2013 |
|
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
25,787
|
|
|
$
|
6,920
|
|
Short-term investments
|
|
165,898
|
|
|
192,548
|
|
||
Accounts receivable, net of allowances of $241 and $314 at June 30, 2013 and 2012, respectively
|
|
28,193
|
|
|
25,316
|
|
||
Deferred income taxes
|
|
867
|
|
|
1,403
|
|
||
Prepaid expenses and other current assets
|
|
13,781
|
|
|
14,319
|
|
||
Total current assets
|
|
234,526
|
|
|
240,506
|
|
||
Property and equipment, net
|
|
11,753
|
|
|
15,442
|
|
||
Deferred income taxes, non-current
|
|
3,771
|
|
|
2,872
|
|
||
Goodwill and intangible assets, net
|
|
18,805
|
|
|
923
|
|
||
Other assets
|
|
4,814
|
|
|
5,036
|
|
||
Total assets
|
|
$
|
273,669
|
|
|
$
|
264,779
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,604
|
|
|
$
|
3,059
|
|
Accrued compensation
|
|
8,855
|
|
|
9,116
|
|
||
Accrued royalties
|
|
9,833
|
|
|
4,397
|
|
||
Other accrued expenses
|
|
16,729
|
|
|
8,385
|
|
||
Deferred revenue
|
|
7,025
|
|
|
9,222
|
|
||
Income taxes payable
|
|
95
|
|
|
1,350
|
|
||
Total current liabilities
|
|
44,141
|
|
|
35,529
|
|
||
Deferred rent, non-current
|
|
8,884
|
|
|
8,410
|
|
||
Other long-term liabilities
|
|
6,180
|
|
|
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; 39,342 shares and 41,353 shares issued and outstanding at June 30, 2013 and 2012, respectively
|
|
40
|
|
|
42
|
|
||
Additional paid-in capital
|
|
118,193
|
|
|
118,855
|
|
||
Accumulated other comprehensive income
|
|
373
|
|
|
370
|
|
||
Retained earnings
|
|
95,858
|
|
|
97,251
|
|
||
Total stockholders’ equity
|
|
214,464
|
|
|
216,518
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
273,669
|
|
|
$
|
264,779
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
$
|
69,162
|
|
|
$
|
24,186
|
|
|
$
|
10,752
|
|
Services
|
|
122,638
|
|
|
181,336
|
|
|
188,366
|
|
|||
Total revenue
|
|
191,800
|
|
|
205,522
|
|
|
199,118
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
38,164
|
|
|
13,615
|
|
|
6,364
|
|
|||
Services
|
|
30,949
|
|
|
30,833
|
|
|
31,786
|
|
|||
Total cost of revenue
|
|
69,113
|
|
|
44,448
|
|
|
38,150
|
|
|||
Gross profit
|
|
122,687
|
|
|
161,074
|
|
|
160,968
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
60,349
|
|
|
65,764
|
|
|
52,617
|
|
|||
Sales and marketing
|
|
30,435
|
|
|
25,345
|
|
|
16,588
|
|
|||
General and administrative
|
|
24,765
|
|
|
26,084
|
|
|
19,757
|
|
|||
Restructuring costs
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
117,220
|
|
|
117,193
|
|
|
88,962
|
|
|||
Operating income
|
|
5,467
|
|
|
43,881
|
|
|
72,006
|
|
|||
Other income, net
|
|
1,207
|
|
|
1,484
|
|
|
1,173
|
|
|||
Income from continuing operations before provision for income taxes
|
|
6,674
|
|
|
45,365
|
|
|
73,179
|
|
|||
Provision for income taxes
|
|
1,093
|
|
|
13,559
|
|
|
28,592
|
|
|||
Income from continuing operations, net of tax
|
|
5,581
|
|
|
31,806
|
|
|
44,587
|
|
|||
Income from discontinued operations, net of tax
|
|
7,486
|
|
|
602
|
|
|
(2,013
|
)
|
|||
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
|
|
|
|
|
|
|
||||||
Basic income per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
|
$
|
0.14
|
|
|
$
|
0.77
|
|
|
$
|
1.06
|
|
Net income
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
1.01
|
|
Diluted income per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
|
$
|
0.13
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
Net income
|
|
$
|
0.31
|
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
40,310
|
|
|
41,406
|
|
|
41,975
|
|
|||
Diluted
|
|
41,919
|
|
|
43,944
|
|
|
45,086
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of tax
|
|
13
|
|
|
(87
|
)
|
|
(55
|
)
|
|||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
(10
|
)
|
|
(80
|
)
|
|
193
|
|
|||
Other comprehensive income (loss), net of tax:
|
|
3
|
|
|
(167
|
)
|
|
138
|
|
|||
Comprehensive income
|
|
$
|
13,070
|
|
|
$
|
32,241
|
|
|
$
|
42,712
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at June 30, 2010
|
|
42,140
|
|
|
$
|
42
|
|
|
$
|
109,687
|
|
|
$
|
399
|
|
|
$
|
38,909
|
|
|
$
|
149,037
|
|
Issuance of common stock upon exercise of stock options
|
|
844
|
|
|
1
|
|
|
2,622
|
|
|
—
|
|
|
—
|
|
|
2,623
|
|
|||||
Repurchases of common stock
|
|
(1,161
|
)
|
|
(1
|
)
|
|
(3,363
|
)
|
|
—
|
|
|
(8,660
|
)
|
|
(12,024
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
4,137
|
|
|
—
|
|
|
—
|
|
|
4,137
|
|
|||||
Excess tax benefit from employee stock options
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|||||
Foreign currency translation adjustment, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|||||
Unrealized net gain on available-for-sale securities, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
193
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,574
|
|
|
42,574
|
|
|||||
Balance at June 30, 2011
|
|
41,823
|
|
|
$
|
42
|
|
|
$
|
115,064
|
|
|
$
|
537
|
|
|
$
|
72,823
|
|
|
$
|
188,466
|
|
Issuance of common stock upon exercise of stock options
|
|
1,017
|
|
|
1
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
2,108
|
|
|||||
Repurchases of common stock
|
|
(1,487
|
)
|
|
(1
|
)
|
|
(4,564
|
)
|
|
—
|
|
|
(7,980
|
)
|
|
(12,545
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
5,122
|
|
|
—
|
|
|
—
|
|
|
5,122
|
|
|||||
Excess tax benefit from employee stock options
|
|
—
|
|
|
—
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|
1,126
|
|
|||||
Foreign currency translation adjustment, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
|||||
Unrealized net loss on available-for-sale securities, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,408
|
|
|
32,408
|
|
|||||
Balance at June 30, 2012
|
|
41,353
|
|
|
$
|
42
|
|
|
$
|
118,855
|
|
|
$
|
370
|
|
|
$
|
97,251
|
|
|
$
|
216,518
|
|
Issuance of common stock upon exercise of stock options and release of restricted stock units
|
|
1,117
|
|
|
1
|
|
|
2,740
|
|
|
—
|
|
|
—
|
|
|
2,741
|
|
|||||
Issuance of restricted common stock in connection with acquisition
|
|
587
|
|
|
1
|
|
|
1,321
|
|
|
|
|
|
|
1,322
|
|
|||||||
Repurchases of common stock
|
|
(3,715
|
)
|
|
(4
|
)
|
|
(11,846
|
)
|
|
—
|
|
|
(14,460
|
)
|
|
(26,310
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
7,325
|
|
|
—
|
|
|
—
|
|
|
7,325
|
|
|||||
Excess tax benefit from employee stock options
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|||||
Foreign currency translation adjustment, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Unrealized net loss on available-for-sale securities, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,067
|
|
|
13,067
|
|
|||||
Balance at June 30, 2013
|
|
39,342
|
|
|
$
|
40
|
|
|
$
|
118,193
|
|
|
$
|
373
|
|
|
$
|
95,858
|
|
|
$
|
214,464
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
8,408
|
|
|
8,171
|
|
|
7,709
|
|
|||
Accretion of premium on short-term investments
|
|
4,424
|
|
|
4,598
|
|
|
2,630
|
|
|||
Stock-based compensation expense
|
|
8,647
|
|
|
5,122
|
|
|
4,137
|
|
|||
Write-off of long-term investments
|
|
335
|
|
|
250
|
|
|
—
|
|
|||
Write-off due to impairment
|
|
438
|
|
|
—
|
|
|
714
|
|
|||
Loss on disposal of property and equipment
|
|
173
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from employee stock options
|
|
305
|
|
|
(797
|
)
|
|
(1,666
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(2,559
|
)
|
|
5,384
|
|
|
6,602
|
|
|||
Deferred income taxes
|
|
(1,801
|
)
|
|
1,024
|
|
|
581
|
|
|||
Prepaid expenses and other current assets
|
|
551
|
|
|
(4,101
|
)
|
|
(7,184
|
)
|
|||
Other assets
|
|
(730
|
)
|
|
(391
|
)
|
|
964
|
|
|||
Accounts payable
|
|
(1,221
|
)
|
|
266
|
|
|
406
|
|
|||
Accrued compensation
|
|
(261
|
)
|
|
1,269
|
|
|
2,264
|
|
|||
Accrued royalties
|
|
5,436
|
|
|
(307
|
)
|
|
1,716
|
|
|||
Accrued expenses and other liabilities
|
|
10,152
|
|
|
3,869
|
|
|
2,537
|
|
|||
Income taxes payable
|
|
(1,456
|
)
|
|
2,427
|
|
|
875
|
|
|||
Deferred rent
|
|
1,295
|
|
|
9,674
|
|
|
(222
|
)
|
|||
Deferred revenue
|
|
(2,290
|
)
|
|
(39,559
|
)
|
|
42,043
|
|
|||
Net cash provided by operating activities
|
|
42,913
|
|
|
29,307
|
|
|
106,680
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(2,248
|
)
|
|
(13,470
|
)
|
|
(4,898
|
)
|
|||
Additions to capitalized software
|
|
(948
|
)
|
|
(2,406
|
)
|
|
(1,234
|
)
|
|||
Purchases of short-term investments
|
|
(124,707
|
)
|
|
(170,592
|
)
|
|
(241,269
|
)
|
|||
Purchase of long-term investments
|
|
(950
|
)
|
|
(1,100
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of short-term investments
|
|
146,922
|
|
|
152,623
|
|
|
59,703
|
|
|||
Acquisitions, net of cash acquired
|
|
(18,254
|
)
|
|
(1,768
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(185
|
)
|
|
(36,713
|
)
|
|
(187,698
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
|
2,792
|
|
|
2,108
|
|
|
2,623
|
|
|||
Repurchase of common stock
|
|
(26,310
|
)
|
|
(12,545
|
)
|
|
(12,024
|
)
|
|||
Tax withholdings related to net share settlements of restricted stock units
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from employee stock options
|
|
(305
|
)
|
|
797
|
|
|
1,666
|
|
|||
Net cash used in financing activities
|
|
(23,874
|
)
|
|
(9,640
|
)
|
|
(7,735
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
13
|
|
|
(87
|
)
|
|
(56
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
18,867
|
|
|
(17,133
|
)
|
|
(88,809
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
|
6,920
|
|
|
24,053
|
|
|
112,862
|
|
|||
Cash and cash equivalents, at end of period
|
|
$
|
25,787
|
|
|
$
|
6,920
|
|
|
$
|
24,053
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
2,893
|
|
|
$
|
11,288
|
|
|
$
|
27,006
|
|
1.
|
Summary of business and significant accounting policies
|
2.
|
Net income per share
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations
|
|
$
|
5,581
|
|
|
$
|
31,806
|
|
|
$
|
44,587
|
|
Income from discontinued operations, net of tax
|
|
7,486
|
|
|
602
|
|
|
(2,013
|
)
|
|||
Net income
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Weighted average common shares used in computing basic net income per share
|
|
40,310
|
|
|
41,406
|
|
|
41,975
|
|
|||
Diluted:
|
|
|
|
|
|
|
||||||
Weighted average common shares used in computing basic net income per share
|
|
40,310
|
|
|
41,406
|
|
|
41,975
|
|
|||
Add weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
1,517
|
|
|
2,538
|
|
|
3,111
|
|
|||
Restricted stock and restricted stock units
|
|
92
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares used in computing diluted net income per share
|
|
41,919
|
|
|
43,944
|
|
|
45,086
|
|
|||
Basic income per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.77
|
|
|
$
|
1.06
|
|
Income from discontinued operations
|
|
0.19
|
|
|
0.01
|
|
|
(0.05
|
)
|
|||
Net income
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
1.01
|
|
Diluted income per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
Income from discontinued operations
|
|
0.18
|
|
|
0.01
|
|
|
(0.04
|
)
|
|||
Net income
|
|
$
|
0.31
|
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
23,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,546
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
||||
Total cash equivalents
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
||||
Total cash and cash equivalents
|
|
25,787
|
|
|
—
|
|
|
—
|
|
|
25,787
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,000
|
|
|
3
|
|
|
—
|
|
|
1,003
|
|
||||
Municipal securities
|
|
148,888
|
|
|
242
|
|
|
(137
|
)
|
|
148,993
|
|
||||
Commercial paper
|
|
3,389
|
|
|
2
|
|
|
—
|
|
|
3,391
|
|
||||
Corporate bonds
|
|
12,462
|
|
|
58
|
|
|
(9
|
)
|
|
12,511
|
|
||||
Total short-term investments
|
|
165,739
|
|
|
305
|
|
|
(146
|
)
|
|
165,898
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
191,526
|
|
|
$
|
305
|
|
|
$
|
(146
|
)
|
|
$
|
191,685
|
|
|
|
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
|
|
$
|
57,758
|
|
|
$
|
57,850
|
|
Due within two years
|
|
85,315
|
|
|
85,476
|
|
||
Due after two years
|
|
22,666
|
|
|
22,572
|
|
||
Total
|
|
$
|
165,739
|
|
|
$
|
165,898
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at June 30, 2013 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
|
|
$
|
2,241
|
|
|
$
|
2,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
2,241
|
|
|
2,241
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
||||
Municipal securities
|
|
148,993
|
|
|
—
|
|
|
148,993
|
|
|
—
|
|
||||
Commercial paper
|
|
3,391
|
|
|
—
|
|
|
3,391
|
|
|
—
|
|
||||
Corporate bonds
|
|
12,511
|
|
|
—
|
|
|
12,511
|
|
|
—
|
|
||||
Total short-term investments
|
|
165,898
|
|
|
—
|
|
|
165,898
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
168,139
|
|
|
$
|
2,241
|
|
|
$
|
165,898
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Computers and equipment
|
|
$
|
17,684
|
|
|
$
|
19,454
|
|
Computer software
|
|
2,420
|
|
|
3,343
|
|
||
Furniture and fixtures
|
|
2,505
|
|
|
2,393
|
|
||
Automobiles
|
|
486
|
|
|
433
|
|
||
Leasehold improvements
|
|
8,214
|
|
|
8,125
|
|
||
|
|
31,309
|
|
|
33,748
|
|
||
Less accumulated depreciation and amortization
|
|
(19,556
|
)
|
|
(18,306
|
)
|
||
Property and equipment, net
|
|
$
|
11,753
|
|
|
$
|
15,442
|
|
|
|
June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Acquired developed technology
|
|
6,303
|
|
|
1,194
|
|
||
Less accumulated amortization
|
|
(1,918
|
)
|
|
(349
|
)
|
||
Intangible assets, net
|
|
$
|
4,385
|
|
|
$
|
845
|
|
|
|
June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Balance at beginning of period
|
|
$
|
78
|
|
|
$
|
—
|
|
Goodwill acquired
|
|
14,343
|
|
|
78
|
|
||
Balance at end of period
|
|
$
|
14,421
|
|
|
$
|
78
|
|
Fiscal Year:
|
|
||
2014
|
$
|
5,134
|
|
2015
|
4,170
|
|
|
2016
|
4,003
|
|
|
2017
|
5,049
|
|
|
2018 and thereafter
|
12,699
|
|
|
|
|
||
Total minimum lease payments
|
$
|
31,055
|
|
|
|
|
|
Options outstanding
|
|||||||||||
|
|
Number of
shares
|
|
Weighted
average
exercise price
per share
|
|
Weighted
average
remaining
contractual life
(years)
|
|
Aggregate
intrinsic value
|
|||||
Balance as of June 30, 2012
|
|
7,707
|
|
|
$
|
5.52
|
|
|
|
|
|
||
Granted
|
|
1,223
|
|
|
$
|
6.80
|
|
|
|
|
|
||
Exercised
|
|
(1,085
|
)
|
|
$
|
2.57
|
|
|
|
|
|
||
Canceled
|
|
(1,268
|
)
|
|
$
|
7.73
|
|
|
|
|
|
||
Balance as of June 30, 2013
|
|
6,577
|
|
|
$
|
5.82
|
|
|
6.05
|
|
$
|
6,854
|
|
As of June 30, 2013:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
6,321
|
|
|
$
|
5.77
|
|
|
5.96
|
|
$
|
6,830
|
|
Options exercisable
|
|
4,058
|
|
|
$
|
4.96
|
|
|
4.96
|
|
$
|
6,607
|
|
|
|
Number of
Shares
|
|
Weighted
average
remaining
contractual life
(years)
|
|
Aggregate
intrinsic value
|
|||
RSUs outstanding as of June 30, 2012
|
|
73
|
|
|
|
|
|
||
Granted
|
|
2,146
|
|
|
|
|
|
||
Vested
|
|
(38
|
)
|
|
|
|
|
||
Canceled
|
|
(149
|
)
|
|
|
|
|
||
RSUs outstanding as of June 30, 2013
|
|
2,032
|
|
|
2.11
|
|
$
|
10,628
|
|
RSUs expected to vest as of June 30, 2013
|
|
1,682
|
|
|
1.98
|
|
$
|
8,797
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of revenue
|
|
$
|
149
|
|
|
$
|
91
|
|
|
$
|
97
|
|
Research and development
|
|
3,509
|
|
|
2,509
|
|
|
1,965
|
|
|||
Selling and marketing
|
|
2,290
|
|
|
1,168
|
|
|
1,003
|
|
|||
General and administrative
|
|
2,699
|
|
|
1,354
|
|
|
1,072
|
|
|||
Total stock-based compensation expense
|
|
$
|
8,647
|
|
|
$
|
5,122
|
|
|
$
|
4,137
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected volatility
|
|
72
|
%
|
|
64
|
%
|
|
56
|
%
|
Expected term (in years)
|
|
4.79
|
|
|
4.50
|
|
|
4.50
|
|
Risk-free interest rate
|
|
0.67
|
%
|
|
0.77
|
%
|
|
1.61
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 30, 2013
|
|
Stock options outstanding
|
6,577
|
|
Restricted stock units outstanding
|
2,032
|
|
Available for future grants of stock options or restricted stock units
|
852
|
|
Total common shares reserved for future issuance
|
9,461
|
|
9.
|
Income taxes
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
4,724
|
|
|
$
|
44,727
|
|
|
$
|
72,645
|
|
Foreign
|
|
1,950
|
|
|
638
|
|
|
534
|
|
|||
Income from continuing operations
|
|
$
|
6,674
|
|
|
$
|
45,365
|
|
|
$
|
73,179
|
|
Income (loss) from discontinued operations
|
|
11,712
|
|
|
949
|
|
|
(3,412
|
)
|
|||
Total income before provision for income taxes
|
|
$
|
18,386
|
|
|
$
|
46,314
|
|
|
$
|
69,767
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,823
|
|
|
$
|
14,476
|
|
|
$
|
22,294
|
|
State
|
|
176
|
|
|
(2,214
|
)
|
|
5,601
|
|
|||
Foreign
|
|
487
|
|
|
214
|
|
|
245
|
|
|||
Total current income taxes
|
|
3,486
|
|
|
12,476
|
|
|
28,140
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
(2,315
|
)
|
|
1,045
|
|
|
(599
|
)
|
|||
State
|
|
(78
|
)
|
|
38
|
|
|
1,051
|
|
|||
Total deferred income taxes
|
|
(2,393
|
)
|
|
1,083
|
|
|
452
|
|
|||
Provision for income taxes from continuing operations
|
|
1,093
|
|
|
13,559
|
|
|
28,592
|
|
|||
Provision (benefit) for income taxes from discontinued operations
|
|
4,226
|
|
|
347
|
|
|
(1,399
|
)
|
|||
Total provision for income taxes
|
|
$
|
5,319
|
|
|
$
|
13,906
|
|
|
$
|
27,193
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Tax at federal statutory tax rate
|
|
$
|
6,435
|
|
|
$
|
16,210
|
|
|
$
|
24,418
|
|
State taxes—net of federal benefit
|
|
146
|
|
|
739
|
|
|
4,191
|
|
|||
Non-deductible expenses
|
|
522
|
|
|
178
|
|
|
143
|
|
|||
Research and development credits
|
|
(1,200
|
)
|
|
(441
|
)
|
|
(652
|
)
|
|||
Section 199 deduction
|
|
(561
|
)
|
|
(870
|
)
|
|
(1,252
|
)
|
|||
Foreign income taxed at different rates
|
|
(195
|
)
|
|
374
|
|
|
58
|
|
|||
Stock-based compensation expense
|
|
1,291
|
|
|
860
|
|
|
763
|
|
|||
Tax benefit from California tax ruling
|
|
—
|
|
|
(2,144
|
)
|
|
—
|
|
|||
Transfer pricing adjustment
|
|
(1,002
|
)
|
|
(222
|
)
|
|
—
|
|
|||
Tax exempt income
|
|
(364
|
)
|
|
(337
|
)
|
|
(195
|
)
|
|||
Other
|
|
247
|
|
|
(441
|
)
|
|
(281
|
)
|
|||
Total provision for income taxes
|
|
$
|
5,319
|
|
|
$
|
13,906
|
|
|
$
|
27,193
|
|
|
|
June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal, state and foreign net operating losses
|
|
$
|
2,237
|
|
|
$
|
3,023
|
|
Federal and state tax credits
|
|
1,475
|
|
|
256
|
|
||
Stock-based compensation
|
|
3,107
|
|
|
2,167
|
|
||
Accrued expenses and reserves
|
|
6,309
|
|
|
6,889
|
|
||
Capitalized expense
|
|
490
|
|
|
588
|
|
||
Unrealized loss on investments
|
|
—
|
|
|
29
|
|
||
Total deferred tax assets:
|
|
13,618
|
|
|
12,952
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
(2,527
|
)
|
|
(3,487
|
)
|
||
Capitalized software
|
|
(1,606
|
)
|
|
(2,672
|
)
|
||
Acquired intangible assets
|
|
(1,590
|
)
|
|
(294
|
)
|
||
Unrealized gains on investments
|
|
(344
|
)
|
|
—
|
|
||
Total deferred tax liabilities:
|
|
(6,067
|
)
|
|
(6,453
|
)
|
||
Net deferred tax assets:
|
|
7,551
|
|
|
6,499
|
|
||
Valuation allowance
|
|
(2,913
|
)
|
|
(2,214
|
)
|
||
Net deferred tax assets:
|
|
$
|
4,638
|
|
|
$
|
4,285
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized tax benefit—beginning of period
|
|
$
|
4,431
|
|
|
$
|
4,520
|
|
|
$
|
2,924
|
|
Increase in tax positions taken during the current period
|
|
2,157
|
|
|
1,200
|
|
|
1,578
|
|
|||
Increase in tax positions taken during the prior period
|
|
219
|
|
|
101
|
|
|
96
|
|
|||
Decrease in tax positions taken during the prior period
|
|
(467
|
)
|
|
(1,390
|
)
|
|
(78
|
)
|
|||
Unrecognized tax benefit—end of period
|
|
$
|
6,340
|
|
|
$
|
4,431
|
|
|
$
|
4,520
|
|
Cash
|
|
$
|
181
|
|
Accounts receivable
|
|
410
|
|
|
Other assets
|
|
259
|
|
|
Developed technology
|
|
5,100
|
|
|
Goodwill
|
|
14,343
|
|
|
Liabilities assumed
|
|
(1,858
|
)
|
|
Total value of assets acquired and liabilities assumed
|
|
$
|
18,435
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
177,390
|
|
|
$
|
193,358
|
|
|
$
|
190,041
|
|
International
|
|
14,410
|
|
|
12,164
|
|
|
9,077
|
|
|||
Total revenue
|
|
$
|
191,800
|
|
|
$
|
205,522
|
|
|
$
|
199,118
|
|
Property and equipment
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
10,949
|
|
|
$
|
14,045
|
|
|
$
|
7,180
|
|
International
|
|
804
|
|
|
1,397
|
|
|
1,899
|
|
|||
Total property and equipment, net
|
|
$
|
11,753
|
|
|
$
|
15,442
|
|
|
$
|
9,079
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
Consolidated statements of
income data (in thousands)
|
|
Sept. 30,
2011
|
|
Dec. 31,
2011
|
|
Mar. 31,
2012
|
|
June 30,
2012
|
|
Sept. 30,
2012
|
|
Dec. 31,
2012
|
|
Mar. 31,
2013
|
|
June 30,
2013
|
||||||||||||||||
|
|
(unaudited)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
49,624
|
|
|
$
|
49,932
|
|
|
$
|
54,525
|
|
|
$
|
51,441
|
|
|
$
|
42,522
|
|
|
$
|
47,229
|
|
|
$
|
54,987
|
|
|
$
|
47,062
|
|
Gross profit
|
|
39,965
|
|
|
40,775
|
|
|
40,429
|
|
|
39,905
|
|
|
30,829
|
|
|
29,948
|
|
|
33,310
|
|
|
28,600
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
|
(90
|
)
|
|
37
|
|
|
249
|
|
|
406
|
|
|
480
|
|
|
486
|
|
|
33
|
|
|
6,487
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
8,274
|
|
|
10,206
|
|
|
7,102
|
|
|
6,224
|
|
|
2,221
|
|
|
418
|
|
|
3,821
|
|
|
(879
|
)
|
||||||||
Net income
|
|
$
|
8,184
|
|
|
$
|
10,243
|
|
|
$
|
7,351
|
|
|
$
|
6,630
|
|
|
$
|
2,701
|
|
|
$
|
904
|
|
|
$
|
3,854
|
|
|
$
|
5,608
|
|
Basic income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
$
|
0.15
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
0.10
|
|
|
$
|
(0.02
|
)
|
Income (loss) from discontinued operations
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
0.17
|
|
Net income
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.07
|
|
|
$
|
0.02
|
|
|
$
|
0.10
|
|
|
$
|
0.14
|
|
Diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
0.09
|
|
|
$
|
(0.02
|
)
|
Income (loss) from discontinued operations
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
0.16
|
|
Net income
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.15
|
|
|
$
|
0.06
|
|
|
$
|
0.02
|
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
|
|
Beginning
Balance
|
|
Additions
(Recoveries)
|
|
Write-off/
Reductions
|
|
Ending
Balance
|
||||||||
Trade Receivable Allowances:
|
|
|
|
|
|
|
|
|
||||||||
Year Ended June 30, 2011
|
|
$
|
246
|
|
|
$
|
4,477
|
|
|
$
|
(4,367
|
)
|
|
$
|
356
|
|
Year Ended June 30, 2012
|
|
$
|
356
|
|
|
$
|
3,941
|
|
|
$
|
(3,983
|
)
|
|
$
|
314
|
|
Year Ended June 30, 2013
|
|
$
|
314
|
|
|
$
|
2,935
|
|
|
$
|
(3,008
|
)
|
|
$
|
241
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
Amended and Restated Asset Purchase Agreement, dated April 16, 2013, by and between Telenav, Inc. and FleetCor Technologies Operating Company, LLC.
|
|
10-Q
|
|
2.1
|
|
5/8/2013
|
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
|
3.2
|
|
Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010.
|
|
10-K
|
|
3.2
|
|
9/24/2009
|
4.1
|
|
Specimen Common Stock Certificate of TeleNav, Inc.
|
|
S-1/A
|
|
4.1
|
|
1/5/2010
|
4.2
|
|
Fifth Amended and Restated Investors’ Rights Agreement, dated April 14, 2009, between TeleNav, Inc. and certain holders of TeleNav, Inc.’s capital stock named therein.
|
|
S-1
|
|
4.2
|
|
10/30/2009
|
10.1
|
|
Form of Indemnification Agreement between Registrant and its directors and officers.
|
|
S-1
|
|
10.1
|
|
10/30/2009
|
10.2#
|
|
1999 Stock Option Plan and forms of agreement thereunder.
|
|
S-1
|
|
10.2
|
|
10/30/2009
|
10.3#
|
|
2002 Executive Stock Option Plan and forms of agreement thereunder.
|
|
S-1
|
|
10.3
|
|
10/30/2009
|
10.4#
|
|
2009 Equity Incentive Plan, as amended.
|
|
8-K
|
|
10.4.1
|
|
12/3/2012
|
10.4.1#
|
|
Forms of agreement under the 2009 Equity Incentive Plan.
|
|
S-1
|
|
10.4
|
|
10/30/2009
|
10.5#
|
|
Employment Agreement, dated as of April 20, 2006, between TeleNav, Inc. and Douglas Miller.
|
|
S-1
|
|
10.5
|
|
10/30/2009
|
10.5.1#
|
|
Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Douglas Miller.
|
|
S-1
|
|
10.5.1
|
|
10/30/2009
|
10.6#
|
|
Employment Agreement, dated as of April 7, 2009, between TeleNav, Inc. and Loren Hillberg.
|
|
S-1
|
|
10.6
|
|
10/30/2009
|
10.6.1#
|
|
Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Loren Hillberg.
|
|
S-1
|
|
10.6.1
|
|
10/30/2009
|
10.7#
|
|
Employment Agreement, dated as of May 4, 2005, between TeleNav, Inc. and Hassan Wahla.
|
|
S-1
|
|
10.7
|
|
10/30/2009
|
10.8#
|
|
Employment Agreement, dated October 28, 2009, between TeleNav, Inc. and H.P. Jin.
|
|
S-1
|
|
10.8
|
|
10/30/2009
|
10.9#
|
|
Form of Employment Agreement between TeleNav, Inc. and each of Y.C. Chao, Salman Dhanani, Robert Rennard and Hassan Wahla.
|
|
S-1
|
|
10.9
|
|
10/30/2009
|
10.10#
|
|
Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.
|
|
S-1
|
|
10.10
|
|
10/30/2009
|
10.10.1#
|
|
Amendment dated July 8, 2009 to the Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.
|
|
S-1
|
|
10.10.1
|
|
10/30/2009
|
10.11
|
|
Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.
|
|
S-1
|
|
10.11
|
|
10/30/2009
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.11.1
|
|
First Amendment dated October 27, 2006 to the Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.
|
|
S-1
|
|
10.11.1
|
|
10/30/2009
|
10.12
|
|
Shanghai Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co.
|
|
S-1/A
|
|
10.12
|
|
12/8/2009
|
10.13†
|
|
Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13
|
|
2/2/2010
|
10.13.1†
|
|
Amendment No. 1 effective as of July 1, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.1
|
|
2/2/2010
|
10.13.2†
|
|
Amendment No. 2 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.2
|
|
1/5/2010
|
10.13.3†
|
|
Addendum effective as of March 12, 2010 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.
|
|
S-1/A
|
|
10.13.3
|
|
4/26/2010
|
10.13.4†
|
|
Amendment No. 3 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of September 1, 2010.
|
|
10-Q
|
|
10.13.4
|
|
11/15/2010
|
10.13.5+
|
|
Amendment No. 4 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of March 29, 2012.
|
|
10-K
|
|
10.13.5
|
|
9/7/2012
|
10.13.6+
|
|
Amendment No. 5 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company, effective as of July 1, 2012.
|
|
10-K
|
|
10.13.6
|
|
9/7/2012
|
10.13.7+
|
|
Amendment No. 6 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of January 18, 2013.
|
|
Filed herewith
|
|
|
|
|
10.13.8+
|
|
Amendment No. 7 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of April 8, 2013.
|
|
Filed herewith
|
|
|
|
|
10.13.9+
|
|
Amendment No. 8 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between Telenav, Inc. and Sprint United Management Company, effective as of April 15, 2013.
|
|
Filed herewith
|
|
|
|
|
10.14†
|
|
License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14
|
|
2/2/2010
|
10.14.1†
|
|
First Amendment effective as of November 13, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.1
|
|
10/30/2009
|
10.14.2†
|
|
Second Amendment effective as of November 20, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.2
|
|
10/30/2009
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.14.3†
|
|
Fourth Amendment effective as of June 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.3
|
|
10/30/2009
|
10.14.4†
|
|
Sixth Amendment effective as of October 13, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1
|
|
10.14.4
|
|
10/30/2009
|
10.14.5†
|
|
Seventh Amendment effective as of October 27, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14.5
|
|
12/8/2009
|
10.14.6†
|
|
Eighth Amendment effective as of November 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
S-1/A
|
|
10.14.6
|
|
1/5/2010
|
10.14.7†
|
|
Ninth Amendment effective as of April 13, 2010 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
10-K
|
|
10.14.7
|
|
9/24/2010
|
10.14.8†
|
|
Tenth Amendment effective as of January 18, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
10-Q
|
|
10.14.8
|
|
5/10/2011
|
10.14.9+
|
|
Eleventh Amendment effective as of December 6, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
Filed herewith
|
|
|
|
|
10.14.10+
|
|
Twelfth Amendment effective as of June 17, 2013 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.
|
|
Filed herewith
|
|
|
|
|
10.15†
|
|
License Agreement effective as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
S-1/A
|
|
10.15
|
|
12/8/2009
|
10.15.1†
|
|
Amendment No.1 effective as of March 1, 2010 to the License Agreement, dated as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
S-1/A
|
|
10.15.1
|
|
4/26/2010
|
10.15.2†
|
|
Amendment No. 2 effective as of August 1, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
10-Q
|
|
10.15.2
|
|
11/15/2010
|
10.15.3+
|
|
Amendment No. 3 effective as of December 14, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America, Inc.
|
|
10-K
|
|
10.15.3
|
|
9/7/2012
|
10.15.4+
|
|
Amendment No. 4 effective as of November 21, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.4
|
|
9/7/2012
|
10.15.5+
|
|
Amendment No. 5 effective as of March 24, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.5
|
|
9/7/2012
|
10.15.6+
|
|
Amendment No. 6 effective as of July 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.
|
|
10-K
|
|
10.15.6
|
|
9/7/2012
|
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.
|
|
10-Q
|
|
10.15.7
|
|
2/8/2013
|
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.
|
|
10-Q
|
|
10.15.8
|
|
2/8/2013
|
10.16†
|
|
Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.
|
|
S-1/A
|
|
10.16
|
|
2/2/2010
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.16.1†
|
|
Third Amendment dated December 22, 2004 to the Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.1
|
|
4/26/2010
|
10.16.2†
|
|
Fourth Amendment dated May 18, 2007 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.2
|
|
2/2/2010
|
10.16.3†
|
|
Fifth Amendment dated January 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.3
|
|
2/2/2010
|
10.16.4†
|
|
Seventh Amendment dated December 16, 2008 to the Data License Agreement, dated as of December 1, 2002, by and among TeleNav, Inc., NAVTEQ Europe B.V. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.4
|
|
4/26/2010
|
10.16.5
|
|
Eighth Amendment dated December 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1
|
|
10.16.5
|
|
10/30/2009
|
10.16.6†
|
|
Territory License No. 1, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.
|
|
S-1/A
|
|
10.16.6
|
|
4/26/2010
|
10.16.7†
|
|
Territory License No. 2, dated as of June 30, 2003, by and between Televigation, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.7
|
|
4/26/2010
|
10.16.8†
|
|
Territory License No. 3, dated as of February 7, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.8
|
|
4/26/2010
|
10.16.9†
|
|
Territory License No. 5, dated as of March 6, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.9
|
|
4/26/2010
|
10.16.10†
|
|
Territory License No. 6, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.10
|
|
4/26/2010
|
10.16.11†
|
|
Territory License No. 7, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.11
|
|
4/26/2010
|
10.16.12†
|
|
Ninth Amendment dated February 25, 2010 to the Data License Agreement, dated as of December 1, 2002 by and between TeleNav, Inc. and NAVTEQ North America, LLC.
|
|
S-1/A
|
|
10.16.12
|
|
4/26/2010
|
10.16.13
|
|
Tenth Amendment dated June 1, 2010 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.
|
|
10-Q
|
|
10.16.13
|
|
5/7/2012
|
10.16.14†
|
|
Eleventh Amendment dated September 16, 2010 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.
|
|
10-Q
|
|
10.16.14
|
|
5/7/2012
|
10.16.15†
|
|
Twelfth Amendment dated September 28, 2010 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.
|
|
10-Q
|
|
10.16.15
|
|
5/7/2012
|
10.16.16†
|
|
Fourteenth Amendment dated September 30, 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.
|
|
10-Q
|
|
10.16.16
|
|
5/7/2012
|
10.16.17†
|
|
Territory License No. 8, dated December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.
|
|
10-Q
|
|
10.16.17
|
|
5/7/2012
|
10.16.18†
|
|
First Amendment dated February 7, 2012 to Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.
|
|
10-Q
|
|
10.16.18
|
|
5/7/2012
|
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.
|
|
10-Q
|
|
10.16.19
|
|
2/8/2013
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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.
|
|
10-Q
|
|
10.16.20
|
|
2/8/2013
|
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.
|
|
10-Q
|
|
10.16.21
|
|
2/8/2013
|
10.17#
|
|
Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski.
|
|
10-K
|
|
10.17
|
|
9/24/2010
|
10.18#
|
|
First Year Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski.
|
|
10-K
|
|
10.18
|
|
9/24/2010
|
10.19+
|
|
Office Lease, dated as of June 28, 2011 and executed on June 30, 2011, by and between TeleNav, Inc. and CA-Sunnyvale Business Center Limited Partnership.
|
|
10-K
|
|
10.19
|
|
9/9/2011
|
10.20#
|
|
Employment Offer Letter dated August 10, 2011 from TeleNav, Inc. to Marc Aronson.
|
|
10-Q
|
|
10.20
|
|
11/7/2011
|
10.21#
|
|
Form of First Year Executive Employment Agreement.
|
|
10-Q
|
|
10.21
|
|
11/7/2011
|
10.22#
|
|
Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi.
|
|
10-Q
|
|
10.22
|
|
5/7/2012
|
10.23#
|
|
Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.
|
|
10-Q
|
|
10.23
|
|
5/7/2012
|
10.24
|
|
Consulting Agreement effective June 16, 2012 between TeleNav, Inc. and Douglas Miller.
|
|
10-K
|
|
10.24
|
|
9/7/2012
|
10.25#
|
|
Director Offer Letter dated July 30, 2012 between TeleNav, Inc. and Ken Xie.
|
|
10-K
|
|
10.25
|
|
9/7/2012
|
10.26+
|
|
SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26
|
|
9/7/2012
|
10.26.1+
|
|
Amendment No. 1 effective August 10, 2010 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.1
|
|
9/7/2012
|
10.26.2+
|
|
Amendment No. 2 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.2
|
|
9/7/2012
|
10.26.3+
|
|
Amendment No. 3 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.3
|
|
9/7/2012
|
10.26.4+
|
|
Amendment No. 4 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.4
|
|
9/7/2012
|
10.26.5+
|
|
Amendment No. 5 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.5
|
|
9/7/2012
|
10.26.6+
|
|
Amendment No. 6 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.6
|
|
9/7/2012
|
10.26.7+
|
|
Amendment No. 7 effective November 15, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor Company.
|
|
10-K
|
|
10.26.7
|
|
9/7/2012
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.26.8+
|
|
Amendment No. 8 effective January 1, 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.
|
|
10-K
|
|
10.26.8
|
|
9/7/2012
|
10.26.9+
|
|
Amendment No. 9 effective May 11, 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.
|
|
10-K
|
|
10.26.9
|
|
9/7/2012
|
10.26.10†
|
|
Amendment No. 10 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company.
|
|
10-Q
|
|
10.26.10
|
|
5/8/2013
|
10.26.11+
|
|
Amendment No. 11 effective February 3, 2011 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
|
|
|
|
|
10.26.12+
|
|
Amendment No. 12 effective February 28, 2013 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
|
|
|
|
|
10.26.13+
|
|
Amendment No. 13 effective June 17, 2013 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
|
|
|
|
|
10.27
|
|
Consulting Agreement effective August 29, 2012 between TeleNav, Inc. and Marc Aronson.
|
|
10-K
|
|
10.27
|
|
9/7/2012
|
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
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
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 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 Chief Executive Officer.
|
|
Filed 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.
|
|
Filed herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed 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.
|
†
|
Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.
|
~
|
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-K 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.
|
I.
|
Background
|
A.
|
The parties entered into the Agreement on January 30, 2009.
|
B.
|
The parties agree to modify the Agreement as set forth in this Amendment No. 6.
|
II.
|
Amendment
|
A.
|
The Agreement is amended by adding the following Applications to Section 1:
|
B.
|
The Agreement is amended by adding the following to Exhibit A.
|
C.
|
The Agreement is amended by deleting Exhibit D in its entirety and replacing with a new Exhibit D attached
.
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
III.
|
General
|
A.
|
Other than as set forth above, the Agreement remains unchanged and in full force and effect.
|
B.
|
If there is a conflict between the terms of the Agreement, any previous Amendment(s) and this Amendment No. 6, this Amendment No. 6 will control unless otherwise stated in this Amendment No. 6.
|
SPRINT/UNITED MANAGEMENT COMPANY
By:__
/s/ Nicole Bonds
__________________
Name:_
Nicole Bonds
___________________
Title:___
Manager, Sourcing
______________
Date:__
January 25, 2013
_________________
|
TELENAV, INC.
By:___
/s/ Michael Strambi
________________
Name:__
Michael Strambi
________________
Title:___
Chief Financial Officer
__________
Date:___
January 25, 2013
________________
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
1.
|
Payment 1A
. For [*****] sold via orders placed by customers using a Sprint owned or authorized Sales Channel. Sprint will pay to Company [*****] (“Payment Percent 1A”) of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (regardless of the Edition) (“Payment 1A”).
|
2.
|
Payment 1B
. For [*****] sold via orders placed by customers from all non-WAP sites, including but not limited to: [*****] (‘Sales Channel 2”). Sprint will pay to Company [*****] (“Payment Percent 1B”) of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (regardless of the Edition) (“Payment 1B”).
|
3.
|
Payment 1D
. For Application 5
|
A.
|
Pay per Day Option.
|
B.
|
Monthly Recurring Subscription.
|
C.
|
Monthly Recurring Subscription – Application 5(c).
|
D.
|
Application 5 Premium Services.
|
E.
|
Bundled Pricing for Application 5.
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
4.
|
Payment 1F
. For [*****] sold via orders placed by customers from including but not limited to: [*****]. Sprint will pay to Company [*****] (“Payment Percent 1F”) of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (regardless of the Edition) (“Payment 1F”).
|
5.
|
Payment 1E.
For [*****] Sprint will pay to Company [*****] (“Payment Percent 1E”) of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (“Payment 1E”).
|
6.
|
Payment 2
-
One-Time Set-Up Fee
.
Sprint will pay to Company [*****]for (“Payment Percent 2”) of the total fee(s) actually received by Sprint from a Sprint User for One-Time Set-Up Fee (“Payment 2”) (Payment Percent 1 and 2, the “Payment Percent(s)”) (Payment 1 and 2, the “Payment(s)”).
|
7.
|
Free [*****] Sprint User Trial
. Sprint may make the first thirty (30) days of [*****] service available to Sprint Users at no cost. During such period, Sprint will not be obligated to make any Payment or Minimum Payment to Company for such service. The Sprint User may terminate [*****] service at the conclusion of such trial period. If at the end of such trial period the Sprint User decides to continue service of [*****], the terms and conditions of this Agreement will fully apply.
|
8.
|
Price Changes/ Discounts
. If there is any change to any price or offer of discounts to a Sprint User as applied through the Sprint Billing system, the parties will calculate the Payments based on the new and/or discounted price as agreed to by both parties.
|
9.
|
Minimum Payment for Sales Channel 1
. Except for the free trial as described in Section 7 of this Exhibit D, in no event will the Payments for Sales Channel 1 be less than following minimum payment:
|
Type of Payment
|
Minimum Payment
|
Suggested Retail Pricing Without Sprint Data
|
Application 3 – Editions:
|
|
|
TeleNav Limited Routes – All Devices Except Blackberry (per month/per user)*
|
$[*****]/month/per Sprint User (end-user)
|
Usually in a bundle so depends on bundle pricing
|
TeleNav Unlimited Routes – All Devices Except Blackberry (per month/per user)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
10.
|
Minimum Payment for Sales Channel 2.
Except for the free trial and service described in Section 7 of this Exhibit D, in no event will the Payment be less than the amounts specified in the below table (“Minimum Payments”):
|
Type of Payment
|
Minimum Payment
|
Suggested Retail Pricing
|
|
|
Application
|
Editions
|
|
||
1
|
TeleNavTrack Lite (prior to 1/10/2010)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNav Track Lite (available between 1/11/2010 and 10/2/2011)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNav Track Lite (after 10/2/2011)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
2
|
TeleNavTrack Basic
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNavTrack Plus
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNavTrack Enhanced
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNavTrack Premium (prior to 1/10/2010)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
|
TeleNav Track Premium (after 1/10/2010)
|
$[*****]/month/Sprint user (end-user)
|
$[*****]
|
|
|
TeleNav Track Standard
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
3
|
TeleNav Limited Routes - All Devices Except Blackberry (per month/per user)
*
|
$[*****]/month/per Sprint User (end-user)
|
Usually in a bundle so depends on bundle pricing
|
|
|
TeleNav Unlimited Routes- All Devices Except Blackberry (per month/per user)
*
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
TeleNav Limited Routes- for the Blackberry (per month/per user)
*
|
$[*****]/month/per Sprint User (end-user)
|
Usually in a bundle so depends on bundle pricing
|
|
|
TeleNav Unlimited Routes- for the Blackberry (per month/per user)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
|
One-Time Set-Up Fee (prior to 1/10/2010)
|
$[*****]/One-Time Set-Up Fee/per Sprint User (end-user)
|
$[*****]
|
|
|
One-Time Set-Up Fee (after 1/10/2010)
|
$[*****]/One-Time Set-Up Fee/per Sprint User (end-user)
|
$[*****]
|
|
4
|
Fleet
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
6
|
[*****] (prior to 10/2/2011)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
6
|
[*****] (after 10/2/2011)
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
7
|
TeleNav Vehicle Manager –Standard
|
$[*****]/month/per Sprint User (end-user)
|
$[*****] (New 1Q10)
|
|
7
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****] (New 1Q10)
|
|
8
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****] (New 1Q10)
|
|
9
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****] (New 1Q10)
|
|
|
Asset Tracker
|
$[*****]/month/per Sprint User (end-user)
|
$[*****] (New 1Q10)
|
|
10
|
Vehicle Tracker
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
11
|
[*****]
|
$[*****]
|
$[*****]
|
|
12
|
[*****]
|
$[*****]
|
$[*****]
|
|
13
|
[*****]
|
$[*****]
|
$[*****]
|
|
14
|
[*****]
|
$[*****]
|
$[*****]
|
|
15
|
TeleNav Asset/Vehicle Tracker ([*****])**
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
15
|
TeleNav Asset/Vehicle Tracker ([*****])**
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
16
|
Scout for Apps
|
[*****]
|
[*****]
|
|
17
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
18
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
19
|
[*****]
|
$[*****]/month/per Sprint User (end-user)
|
$[*****]
|
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
11.
|
M-Commerce Revenue Share
.
|
a.
|
Advertising Revenue Share
.
|
i)
|
Company Distribution
. In the event Company distributes Company Services to Sprint Users through [*****], including but not limited to [*****] (“[*****]”), Company will pay Sprint an amount equal to [*****] of the Net Media Revenue (as defined in Exhibit J) for such Company Services provided Company can identify the end users of such Company Services as Sprint Users.
|
b.
|
Premium Services
.
|
i)
|
[*****].
In the event Company distributes Telenav Premium services to Sprint Users through [*****] and Sprint bills Sprint Users for such Telenav Premium Services, Sprint will pay Company an amount equal to [*****] of the total fees billed and collected by Sprint from a Sprint User for use of the Telenav Premium services. In the event Company invoices Sprint Users directly or indirectly for such Telenav Premium Services on the platforms set forth in this Section 7.b.i, Company will pay Sprint an amount equal to [*****] of the total fees billed and collected by Company from a Sprint User for use of the Telenav Premium services, provided Company can identify the end users of such Company Services as Sprint Users.
|
ii)
|
[*****]
. In the event Company distributes Telenav Premium services to Sprint Users through [*****] invoices Sprint Users directly or indirectly for such Telenav Premium Services, Company will pay Sprint an amount equal to [*****] of the total fees billed and collected by Company from a Sprint User for use of the Telenav Premium services, provided Company can identify the end users of such Company Services as Sprint Users.
|
iii)
|
End User Identification
. Telenav will use reasonable commercial efforts to attempt to enhance its ability to identify users of Company Services by carrier over time so as to reduce the percentage of unidentified users over time from no less than [*****] to a greater percentage. In the event that the percentage drops below [*****] in any given reporting period, Supplier will allocate the percentage of unidentified users, along with their relevant fees billed and collected, to Sprint based on Sprint’s market share percentage of the reportable users for the given reporting period.
|
a.
|
The Payments will be calculated on a [*****] basis and will be due and payable by Sprint within [*****] days following the end of each [*****]. All Fixed License and Service Fees have been satisfied from Sprint to Company through [*****].
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
b.
|
All email correspondence regarding Payments and Remittances should be sent to the following:
|
i)
|
Elaine Guan [*****]
|
ii)
|
Michael Strambi [*****]
|
iii)
|
Dave Jordan [*****]
|
iv)
|
Tom Erdman [*****]
|
c.
|
Sprint will remit all payments to:
|
11.
|
Additional Reporting:
Sprint will use reasonable efforts to make available to Company subscriber level detail for each of the applications billed and charged by Sprint or its subsidiaries
including Boost Mobile and Virgin Mobile USA
,
except for the Bundle Pricing arrangement. The detail may include information such as phone number, subscriber number, product type, service coverage period, billed date and amount billed.
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
I.
|
Background
|
A.
|
The parties entered into the Agreement on January 30, 2009.
|
B.
|
The parties agree to modify the Agreement as set forth in this Amendment No. 7.
|
II.
|
Amendment
|
A.
|
The Agreement is amended by deleting Section 24.a in its entirety and replacing it as follows:
|
B.
|
Section 3.E of Exhibit D to the Agreement is hereby deleted and amended in its entirety as follows:
|
A.
|
Bundled Pricing for Application 5.
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
III.
|
General
|
A.
|
Other than as set forth above, the Agreement remains unchanged and in full force and effect.
|
B.
|
If there is a conflict between the terms of the Agreement, any previous Amendment(s) and this Amendment No. 7, this Amendment No. 7 will control unless otherwise stated in this Amendment No. 7.
|
SPRINT/UNITED MANAGEMENT COMPANY
By:__
/s/ Esmeralda Phillips
_______________
Name:__
Esmeralda Phillips
______________
Title:_
Sourcing Manager
_____________
Date:__
April 8, 2013
____________________
|
TELENAV, INC.
By:____
/s/ Michael Strambi
______________
Name:_
Michael Strambi
_________________
Title:_
Chief Financial Officer
_____________
Date:__
April 10, 2013
____________________
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
I.
|
Background
|
A.
|
The parties entered into the Agreement on January 30, 2009.
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
II.
|
Amendment
|
A.
|
The Agreement is amended by deleting all references to the Applications listed in the table below and marked as: deleted the in the “Status” column.
|
Application No
|
Applications Name
|
Status
|
1
|
TeleNavTrack Lite
|
Deleted
|
2
|
TeleNavTrack Basic
|
Deleted
|
|
TeleNavTrack Plus
|
Deleted
|
|
TeleNavTrack Enhanced
|
Deleted
|
|
TeleNavTrack Premium
|
Deleted
|
|
TeleNav Track Standard
|
Deleted
|
3
|
TeleNav Limited Routes - All Devices Except Blackberry (per month/per user)
|
Effective
|
|
TeleNav Unlimited Routes- All Devices Except Blackberry (per month/per user)
|
Effective
|
|
TeleNav Limited Routes- for the Blackberry (per month/per user)
|
Effective
|
|
TeleNav Unlimited Routes- for the Blackberry (per month/per user)
|
Effective
|
4
|
Fleet
|
Deleted
|
5*
|
Application 5a – Telenav Lite.*
|
Effective
|
|
Application 5(c). Standard*
|
Effective
|
|
Application 5 Premium Services*
|
Effective
|
|
Application 5, Product 5d, Sprint Navigation or TeleNav Basic*
|
Effective
|
6
|
[*****]
|
Deleted
|
6
|
[*****]
|
Deleted
|
7
|
TeleNav Vehicle Manager –Standard
|
Deleted
|
7
|
[*****]
|
Deleted
|
8
|
[*****]
|
Deleted
|
9
|
[*****]
|
Deleted
|
|
Asset Tracker
|
Deleted
|
10
|
Vehicle Tracker
|
Deleted
|
11
|
[*****]
|
Deleted
|
12
|
[*****]
|
Deleted
|
13
|
[*****]
|
Deleted
|
14
|
[*****]
|
Deleted
|
15
|
TeleNav Asset/Vehicle Tracker (
[*****]
)
|
Deleted
|
15
|
TeleNav Asset/Vehicle Tracker (
[*****]
)
|
Deleted
|
16
|
Scout for Apps (( HTLM 5 browser based services)
|
Effective
|
17
|
[*****]
|
Deleted
|
18
|
[*****]
|
Deleted
|
19
|
[*****]
|
Deleted
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
III.
|
General
|
A.
|
Other than as set forth above, the Agreement remains unchanged and in full force and effect.
|
B.
|
If there is a conflict between the terms of the Agreement, any previous Amendment(s) and this Amendment No. 8, this Amendment No. 8 will control unless otherwise stated in this Amendment No. 8.
|
SPRINT/UNITED MANAGEMENT COMPANY
By:___
/s/ Esmeralda Phillips
______________
Name:__
Esmeralda Phillips
______________
Title:_
Sourcing Manager
_________________
Date:_
June 17, 2013
____________________
|
TELENAV, INC.
By:_
/s/ Michael Strambi
_________________
Name:_
Michael Strambi
_________________
Title:_
Chief Financial Officer
_____________
Date:__
June 19, 2013
___________________
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
1.
|
First Amendment dated as of November 13, 2008;
|
2.
|
Second Amendment dated as of November 20, 2008;
|
3.
|
Fourth Amendment dated as of June 16, 2009;
|
4.
|
Sixth Amendment dated as of October 13, 2009;
|
5.
|
Seventh Amendment dated as of October 27, 2009;
|
6.
|
Eighth Amendment dated as of November 16, 2009;
|
7.
|
Ninth Amendment dated as of April 13, 2010;
|
8.
|
Tenth Amendment dated as of January 18, 2011; and
|
1.
|
Exhibit F
.
Exhibit F, Section 6 “Reverse Revenue Share” shall be amended by including the following new paragraph at the end of the Section:
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
2.
|
No Further Changes
.
Except as modified hereby, the Agreement will continue in full force in accordance with its terms.
|
AT&T MOBILITY LLC
on behalf of itself and its Affiliates |
TELENAV, INC.
|
/s/ Robert Hyatt
(Signature)
|
/s/ Douglas Miller
(Signature)
|
Printed Name: Robert Hyatt
|
Printed Name: Douglas Miller
|
Title: Executive Director
|
Title: Chief Financial Officer
|
Date: December 12, 2011
|
Date: December 21, 2011
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
1.
|
First Amendment dated as of November 13, 2008;
|
2.
|
Second Amendment dated as of November 20, 2008;
|
3.
|
Fourth Amendment dated as of June 16, 2009;
|
4.
|
Sixth Amendment dated as of October 13, 2009;
|
5.
|
Seventh Amendment dated as of October 27, 2009;
|
6.
|
Eighth Amendment dated as of November 16, 2009;
|
7.
|
Ninth Amendment dated as of April 13, 2010;
|
8.
|
Tenth Amendment dated as of January 18, 2011;
|
9.
|
Eleventh Amendment dated as of December 6, 2011; and
|
1.
|
Additional Content Bundle
. Section 2 of Exhibit F of the Agreement is amended as follows:
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
AT&T MOBILITY LLC
on behalf of itself and its Affiliates |
TELENAV, INC.
|
/s/ Quyen Quach
(Signature)
|
/s/ Michael Strambi
(Signature)
|
Printed Name: Quyen Quach
|
Printed Name: Michael Strambi
|
Title: Director, AT&T Entertainment Apps
|
Title: Chief Financial Officer
|
Date: July 2, 2013
|
Date: July 22, 2013
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
Bundle Name
|
Description
|
Minimum monthly fee paid to Licensor for Travel Pack Bundle
|
Licensor Revenue Share for Travel Pack Bundle
|
Travel Pack
|
AT&T Navigator and AT&T Roadside Assistance
|
$[*****]
|
[*****]%
|
[*****]
|
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
1.
|
Any and all references to [*****] in the Agreement shall be replaced by [*****] or [*****].
|
2.
|
Attachment V: Pricing and Royalty, Section 2b, replace [*****] with [*****] in each of the fee matrices.
|
3.
|
Attachment V: Pricing and Royalty, Section 3, delete:
|
4.
|
Attachment V: Pricing and Royalty, Section 3, delete:
|
[*****]
|
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Total
|
[*****]
|
[*****]
|
||
|
|
|
|
Content
|
Price
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
Total:
|
[*****]
|
5.
|
Attachment V: Pricing and Royalty, re-number Section 11 to Section 10.
|
6.
|
After
Attachment VIII
, add
Attachment IX
, 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:
3/5/13
|
TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
CFO
Date:
3/6/13
|
1
|
Scope and Background
|
1.1
|
Lexicon
|
Word or Phrase
|
Interpretation
|
Engineering Spec
|
Ford's Engineering Spec, Reference #1
|
Microsoft SYNC
|
The automobile resident interactive platform that will host the Navigation Client.
|
Human Machine Interface (HMI)
|
Human Machine Interface implementation defined by the Engineering Spec
|
Voice User Interface (VUI)
|
Voice-based User Interface implementation defined by the Engineering Spec
|
Navigation Plug-in
|
Software module that is installed in the SYNC platform in the automobile that supports features in the Engineering Spec.
|
Navigation Application Program Interface (Navigation APIs)
|
The APIs provided by the Navigation Plug-in to support HMI and VUI development
|
Navigation Display
|
TeleNav implementation of navigation screen, residing underneath Microsoft HMI layer
|
Desktop Manager
|
Microsoft infotainment system container, called Desktop Manager, where the Navigation Plug-in resides
|
Data Manager
|
Microsoft's implementation to aggregate multiple data sources, esp. from satellite radio, of dynamic data
|
Event Manager
|
Microsoft implementation to receive and notify system events
|
Automatic Voice Recognition (AVR)
|
Nuance embedded service to provide user VUI
|
Text to Speech (TTS) engine
|
Nuance embedded text-to-speech synthesizer embedded in the automobile SYNC platform.
|
GPSM
|
The GPS Module providing location related information for real-time navigation
|
[*****]
|
[*****]
|
PRD
|
TeleNav's Product Requirements Document
|
1.2
|
References
|
2
|
Project Timelines and Feature Deliverables
|
3
|
[*****] Analysis
|
4
|
Developed Software
|
1
|
Scope and Background
|
1.
|
In
Exhibit AA
of the Agreement (as added by Amendment No. 6), [*****]. TeleNav will [*****] Ford [*****] for [*****].
|
2.
|
Agreement, Attachment V: Pricing and Royalty,
after Section 10, add the following new section
:
|
3.
|
After
Exhibit DD
of the Agreement, add
Exhibit EE
, attached hereto and incorporated by reference herein.
|
4.
|
Ford acknowledges that [*****] are hereby fully accepted.
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
SYNC Software Buyer
Date:
3/5/13
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TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
CFO
Date:
3/6/13
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[*****]
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[*****]
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1.
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Effective [*****], in the Agreement, Attachment V: Pricing and Royalty, in Subsection 1.d.2, delete the following:
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2.
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Effective [*****], in the Agreement, Attachment V: Pricing and Royalty, in Subsection 1.d.2, delete the following bullet point:
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3.
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Effective [*****], in the Agreement, Attachment V: Pricing and Royalty, in Subsection 1.d.2, delete the following bullet point:
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4.
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Effective [*****], in the Agreement, Attachment V: Pricing and Royalty, in Subsection 1.d.2, delete the following bullet point:
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5.
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Agreement, Attachment V: Pricing and Royalty, in Section 3, delete the pricing matrix for [*****] in its entirety and replace it with the following new pricing matrix, which shall be effective as of [*****]:
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Total
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6.
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Agreement, Attachment V: Pricing and Royalty, in Section 3, delete the pricing matrix for [*****]in its entirety and replace it with the following new pricing matrix, which shall be effective as of [*****]:
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Total
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7.
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Agreement, Attachment V: Pricing and Royalty, in Section 3, after the pricing matrix for [*****], add the following new pricing matrix for [*****] which shall be effective as of [*****]:
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Total
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8.
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Agreement, Attachment V: Pricing and Royalty, delete Section 10 in its entirety and replace with the following:
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9.
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Agreement, Attachment V: Pricing and Royalty, after Section 11, add the following new section:
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10.
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Agreement, Attachment V: Pricing and Royalty, after Section 12, add the following new section:
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Total
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FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
SYNC Software Buyer
Date:
6/24/13
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TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
CFO
Date:
7/1/13
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TeleNav Shanghai Inc. (PRC)
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TeleNav Xi’an Software Limited (PRC)
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TeleNav Hong Kong, Limited (Hong Kong)
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TELENAV DO BRASIL SERVIÇOS DE LOCALIZAÇÃO LTDA (Brazil)
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TeleNav UK Limited (U.K.)
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Local Merchant Services Inc. (Delaware)
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/s/ Ernst & Young LLP
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San Jose, California
August 29, 2013 |
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1.
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I have reviewed this annual report on Form 10-K of Telenav, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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August 29, 2013
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By:
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/s/ Dr. HP JIN
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DR. HP Jin
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Chairman of the Board of Directors, President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Telenav, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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.
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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
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b.
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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.
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Date:
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August 29, 2013
|
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By:
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/s/ MICHAEL STRAMBI
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Michael Strambi
|
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Chief Financial Officer
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Date:
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August 29, 2013
|
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By:
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/s/ Dr. HP JIN
|
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|
Dr. HP Jin
|
|
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Chairman of the Board of Directors, President and Chief Executive Officer
|
Date:
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August 29, 2013
|
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By:
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/s/ MICHAEL STRAMBI
|
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Michael Strambi
|
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Chief Financial Officer
|