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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0521800
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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|
|
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Item 1.
|
||
|
|
|
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||
|
|
|
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Condensed Consolidated Statements of
Operations
|
|
|
|
|
|
||
|
|
|
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Item 2.
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||
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Item 3.
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||
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Item 4.
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 6.
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Item 1.
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Financial Statements.
|
|
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September 30,
2014 |
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June 30,
2014* |
||||
|
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(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20,023
|
|
|
$
|
14,534
|
|
Short-term investments
|
|
111,562
|
|
|
122,315
|
|
||
Accounts receivable, net of allowances of $225 and $206 at September 30, 2014 and June 30, 2014, respectively
|
|
26,940
|
|
|
25,762
|
|
||
Deferred income taxes
|
|
116
|
|
|
784
|
|
||
Restricted cash
|
|
5,923
|
|
|
5,995
|
|
||
Income taxes receivable
|
|
8,558
|
|
|
6,932
|
|
||
Prepaid expenses and other current assets
|
|
8,311
|
|
|
9,491
|
|
||
Total current assets
|
|
181,433
|
|
|
185,813
|
|
||
Property and equipment, net
|
|
8,172
|
|
|
8,814
|
|
||
Deferred income taxes, non-current
|
|
640
|
|
|
550
|
|
||
Goodwill and intangible assets, net
|
|
39,868
|
|
|
40,733
|
|
||
Other assets
|
|
4,041
|
|
|
3,931
|
|
||
Total assets
|
|
$
|
234,154
|
|
|
$
|
239,841
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
798
|
|
|
$
|
502
|
|
Accrued compensation
|
|
7,140
|
|
|
12,874
|
|
||
Accrued royalties
|
|
8,681
|
|
|
3,671
|
|
||
Other accrued expenses
|
|
12,793
|
|
|
12,343
|
|
||
Deferred revenue
|
|
2,320
|
|
|
2,381
|
|
||
Income taxes payable
|
|
830
|
|
|
804
|
|
||
Total current liabilities
|
|
32,562
|
|
|
32,575
|
|
||
Deferred rent, non-current
|
|
6,396
|
|
|
7,129
|
|
||
Other long-term liabilities
|
|
7,744
|
|
|
7,732
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
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; 39,921 shares and 39,462 shares issued and outstanding at September 30, 2014 and June 30, 2014, respectively
|
|
40
|
|
|
40
|
|
||
Additional paid-in capital
|
|
133,341
|
|
|
129,278
|
|
||
Accumulated other comprehensive income (loss)
|
|
(503
|
)
|
|
576
|
|
||
Retained earnings
|
|
54,574
|
|
|
62,511
|
|
||
Total stockholders’ equity
|
|
187,452
|
|
|
192,405
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
234,154
|
|
|
$
|
239,841
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
18,916
|
|
|
$
|
19,291
|
|
Services
|
|
16,071
|
|
|
25,005
|
|
||
Total revenue
|
|
34,987
|
|
|
44,296
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
10,178
|
|
|
9,309
|
|
||
Services
|
|
5,782
|
|
|
6,740
|
|
||
Total cost of revenue
|
|
15,960
|
|
|
16,049
|
|
||
Gross profit
|
|
19,027
|
|
|
28,247
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
16,998
|
|
|
14,543
|
|
||
Sales and marketing
|
|
6,196
|
|
|
7,618
|
|
||
General and administrative
|
|
6,213
|
|
|
5,871
|
|
||
Restructuring costs
|
|
—
|
|
|
548
|
|
||
Total operating expenses
|
|
29,407
|
|
|
28,580
|
|
||
Loss from operations
|
|
(10,380
|
)
|
|
(333
|
)
|
||
Other income, net
|
|
1,303
|
|
|
282
|
|
||
Loss before benefit for income taxes
|
|
(9,077
|
)
|
|
(51
|
)
|
||
Benefit for income taxes
|
|
(1,140
|
)
|
|
(60
|
)
|
||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
|
|
|
|
|
||||
Net income (loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
Diluted
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
Weighted average shares used in computing net income (loss) per share:
|
|
|
|
|
||||
Basic
|
|
39,538
|
|
|
38,811
|
|
||
Diluted
|
|
39,538
|
|
|
40,215
|
|
||
|
|
|
|
|
||||
Stock compensation expense included above:
|
|
|
|
|
||||
Cost of revenue
|
|
$
|
24
|
|
|
$
|
36
|
|
Research and development
|
|
1,500
|
|
|
1,009
|
|
||
Sales and marketing
|
|
764
|
|
|
697
|
|
||
General and administrative
|
|
1,100
|
|
|
741
|
|
||
Total stock compensation expense
|
|
$
|
3,388
|
|
|
$
|
2,483
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
(645
|
)
|
|
51
|
|
||
Available-for-sale securities:
|
|
|
|
|
||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
(189
|
)
|
|
139
|
|
||
Reclassification adjustments for gain on available-for-sale securities recognized, net of tax
|
|
(245
|
)
|
|
(19
|
)
|
||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
(434
|
)
|
|
120
|
|
||
Other comprehensive income (loss), net of tax:
|
|
(1,079
|
)
|
|
171
|
|
||
Comprehensive income (loss)
|
|
$
|
(9,016
|
)
|
|
$
|
180
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,477
|
|
|
1,794
|
|
||
Amortization of net premium on short-term investments
|
|
543
|
|
|
946
|
|
||
Stock-based compensation expense
|
|
3,388
|
|
|
2,483
|
|
||
Gain (loss) on disposal of property and equipment
|
|
(12
|
)
|
|
66
|
|
||
Excess tax benefits from employee stock option plans
|
|
—
|
|
|
79
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(1,178
|
)
|
|
1,505
|
|
||
Deferred income taxes
|
|
578
|
|
|
(782
|
)
|
||
Restricted cash
|
|
72
|
|
|
(5,889
|
)
|
||
Income taxes receivable
|
|
(1,626
|
)
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
1,179
|
|
|
407
|
|
||
Other assets
|
|
53
|
|
|
108
|
|
||
Accounts payable
|
|
325
|
|
|
(867
|
)
|
||
Accrued compensation
|
|
(5,734
|
)
|
|
(2,692
|
)
|
||
Accrued royalties
|
|
5,010
|
|
|
(3,094
|
)
|
||
Accrued expenses and other liabilities
|
|
(3,349
|
)
|
|
4,646
|
|
||
Income taxes payable
|
|
26
|
|
|
16
|
|
||
Deferred rent
|
|
1,403
|
|
|
(685
|
)
|
||
Deferred revenue
|
|
1,829
|
|
|
(3,959
|
)
|
||
Net cash used in operating activities
|
|
(3,953
|
)
|
|
(5,909
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(163
|
)
|
|
(335
|
)
|
||
Purchases of short-term investments
|
|
(69,300
|
)
|
|
(24,596
|
)
|
||
Purchase of long-term investments
|
|
(200
|
)
|
|
(100
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
79,075
|
|
|
24,015
|
|
||
Net cash provided by (used in) investing activities
|
|
9,412
|
|
|
(1,016
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
1,353
|
|
|
364
|
|
||
Repurchase of common stock
|
|
—
|
|
|
(3,132
|
)
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(678
|
)
|
|
(192
|
)
|
||
Excess tax benefits from employee stock option plans
|
|
—
|
|
|
(79
|
)
|
||
Net cash provided by (used in) financing activities
|
|
675
|
|
|
(3,039
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(645
|
)
|
|
51
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
5,489
|
|
|
(9,913
|
)
|
||
Cash and cash equivalents, at beginning of period
|
|
14,534
|
|
|
25,787
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
20,023
|
|
|
$
|
15,874
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
47
|
|
|
$
|
224
|
|
1.
|
Summary of business and significant accounting policies
|
|
|
Foreign Currency
Translation Adjustments |
|
Unrealized
Gains (Losses) on Available-for-Sale Securities |
|
Total
|
||||||
Balance, net of tax as of June 30, 2014
|
|
$
|
321
|
|
|
$
|
255
|
|
|
$
|
576
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(645
|
)
|
|
(189
|
)
|
|
(834
|
)
|
|||
Amount reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(245
|
)
|
|
(245
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(645
|
)
|
|
(434
|
)
|
|
(1,079
|
)
|
|||
Balance, net of tax as of September 30, 2014
|
|
$
|
(324
|
)
|
|
$
|
(179
|
)
|
|
$
|
(503
|
)
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
||||
Basic:
|
|
|
|
|
||||
Weighted average common shares used in computing basic net income (loss) per share
|
|
39,538
|
|
|
38,811
|
|
||
Diluted:
|
|
|
|
|
||||
Weighted average common shares used in computing basic net income (loss) per share
|
|
39,538
|
|
|
38,811
|
|
||
Add weighted average effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
|
—
|
|
|
1,205
|
|
||
Restricted common stock and restricted stock units
|
|
—
|
|
|
199
|
|
||
Weighted average common shares used in computing diluted net income (loss) per share
|
|
39,538
|
|
|
40,215
|
|
||
Net income (loss) per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
Diluted
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended
|
||||
|
|
September 30,
|
||||
|
|
2014
|
|
2013
|
||
Stock options
|
|
5,676
|
|
|
4,587
|
|
Restricted common stock and restricted stock units
|
|
4,537
|
|
|
735
|
|
Total
|
|
10,213
|
|
|
5,322
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
18,211
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,211
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
812
|
|
|
—
|
|
|
—
|
|
|
812
|
|
||||
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||
Total cash equivalents
|
|
1,812
|
|
|
—
|
|
|
—
|
|
|
1,812
|
|
||||
Total cash and cash equivalents
|
|
20,023
|
|
|
—
|
|
|
—
|
|
|
20,023
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
11,678
|
|
|
1
|
|
|
(12
|
)
|
|
11,667
|
|
||||
Municipal securities
|
|
22,765
|
|
|
44
|
|
|
(8
|
)
|
|
22,801
|
|
||||
Commercial paper
|
|
2,995
|
|
|
2
|
|
|
—
|
|
|
2,997
|
|
||||
Agency bonds
|
|
12,893
|
|
|
2
|
|
|
(1
|
)
|
|
12,894
|
|
||||
Corporate bonds
|
|
61,279
|
|
|
39
|
|
|
(115
|
)
|
|
61,203
|
|
||||
Total short-term investments
|
|
111,610
|
|
|
88
|
|
|
(136
|
)
|
|
111,562
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
131,633
|
|
|
$
|
88
|
|
|
$
|
(136
|
)
|
|
$
|
131,585
|
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
12,912
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,912
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
622
|
|
|
—
|
|
|
—
|
|
|
622
|
|
||||
Commercial paper
|
|
1,000
|
|
|
|
|
|
|
1,000
|
|
||||||
Total cash equivalents
|
|
1,622
|
|
|
—
|
|
|
—
|
|
|
1,622
|
|
||||
Total cash and cash equivalents
|
|
14,534
|
|
|
—
|
|
|
—
|
|
|
14,534
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
96,522
|
|
|
330
|
|
|
(4
|
)
|
|
96,848
|
|
||||
Commercial paper
|
|
997
|
|
|
2
|
|
|
—
|
|
|
999
|
|
||||
Corporate bonds
|
|
24,402
|
|
|
68
|
|
|
(2
|
)
|
|
24,468
|
|
||||
Total short-term investments
|
|
121,921
|
|
|
400
|
|
|
(6
|
)
|
|
122,315
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
136,455
|
|
|
$
|
400
|
|
|
$
|
(6
|
)
|
|
$
|
136,849
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
46,434
|
|
|
$
|
46,467
|
|
Due within two years
|
|
44,571
|
|
|
44,547
|
|
||
Due after two years
|
|
20,605
|
|
|
20,548
|
|
||
Total
|
|
$
|
111,610
|
|
|
$
|
111,562
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at September 30, 2014 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
|
|
$
|
812
|
|
|
$
|
812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Total cash equivalents
|
|
1,812
|
|
|
812
|
|
|
1,000
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
11,667
|
|
|
—
|
|
|
11,667
|
|
|
—
|
|
||||
Municipal securities
|
|
22,801
|
|
|
—
|
|
|
22,801
|
|
|
—
|
|
||||
Commercial paper
|
|
2,997
|
|
|
—
|
|
|
2,997
|
|
|
—
|
|
||||
Agency bonds
|
|
12,894
|
|
|
—
|
|
|
12,894
|
|
|
—
|
|
||||
Corporate bonds
|
|
61,203
|
|
|
—
|
|
|
61,203
|
|
|
—
|
|
||||
Total short-term investments
|
|
111,562
|
|
|
—
|
|
|
111,562
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
113,374
|
|
|
$
|
812
|
|
|
$
|
112,562
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2014 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
|
|
$
|
622
|
|
|
$
|
622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Total cash equivalents
|
|
1,622
|
|
|
622
|
|
|
1,000
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
96,848
|
|
|
—
|
|
|
96,848
|
|
|
—
|
|
||||
Commercial paper
|
|
999
|
|
|
—
|
|
|
999
|
|
|
—
|
|
||||
Corporate bonds
|
|
24,468
|
|
|
—
|
|
|
24,468
|
|
|
—
|
|
||||
Total short-term investments
|
|
122,315
|
|
|
—
|
|
|
122,315
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
123,937
|
|
|
$
|
622
|
|
|
$
|
123,315
|
|
|
$
|
—
|
|
5.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2015
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
||||||||||||||
Operating lease obligations, net of sublease income
|
|
$
|
26,665
|
|
|
$
|
3,670
|
|
|
$
|
5,748
|
|
|
$
|
5,255
|
|
|
$
|
4,977
|
|
|
$
|
4,952
|
|
|
$
|
2,063
|
|
Purchase obligations
|
|
5,725
|
|
|
3,742
|
|
|
1,706
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
32,390
|
|
|
$
|
7,412
|
|
|
$
|
7,454
|
|
|
$
|
5,532
|
|
|
$
|
4,977
|
|
|
$
|
4,952
|
|
|
$
|
2,063
|
|
7.
|
Stock-based compensation
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of June 30, 2014
|
|
5,697
|
|
|
$
|
5.59
|
|
|
|
|
|
||
Granted
|
|
454
|
|
|
|
|
|
|
|
||||
Exercised
|
|
(290
|
)
|
|
|
|
|
|
|
||||
Canceled
|
|
(185
|
)
|
|
|
|
|
|
|
||||
Options outstanding as of September 30, 2014
|
|
5,676
|
|
|
$
|
5.48
|
|
|
5.10
|
|
$
|
10,136
|
|
As of September 30, 2014:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
5,541
|
|
|
$
|
5.47
|
|
|
5.02
|
|
$
|
9,986
|
|
Options exercisable
|
|
4,448
|
|
|
$
|
5.29
|
|
|
4.33
|
|
$
|
9,045
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual Life
(years)
|
|
Aggregate
Intrinsic Value
|
|||
RSUs outstanding as of June 30, 2014
|
|
4,710
|
|
|
|
|
|
||
Granted
|
|
307
|
|
|
|
|
|
||
Vested
|
|
(263
|
)
|
|
|
|
|
||
Canceled
|
|
(225
|
)
|
|
|
|
|
||
RSUs outstanding as of September 30, 2014
|
|
4,529
|
|
|
1.76
|
|
$
|
30,343
|
|
As of September 30, 2014:
|
|
|
|
|
|
|
|||
RSUs vested and expected to vest
|
|
3,838
|
|
|
1.66
|
|
$
|
25,715
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2014
|
|
605
|
|
Additional shares authorized
|
|
1,578
|
|
Granted
|
|
(761
|
)
|
Canceled
|
|
503
|
|
Shares available for grant as of September 30, 2014
|
|
1,925
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Stock option awards
|
|
$
|
689
|
|
|
$
|
1,259
|
|
RSU awards
|
|
2,242
|
|
|
768
|
|
||
Restricted common stock
|
|
457
|
|
|
456
|
|
||
Total stock-based compensation expense
|
|
$
|
3,388
|
|
|
$
|
2,483
|
|
|
|
Three Months Ended
|
||||
|
|
September 30,
|
||||
|
|
2014
|
|
2013
|
||
Expected volatility
|
|
53
|
%
|
|
62
|
%
|
Expected term (in years)
|
|
4.38
|
|
|
4.45
|
|
Risk-free interest rate
|
|
1.63
|
%
|
|
1.44
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
8.
|
Stock repurchase program
|
9.
|
Income taxes
|
Cash
|
|
$
|
100
|
|
Accounts receivable
|
|
177
|
|
|
Other assets
|
|
209
|
|
|
Customer relationships
|
|
400
|
|
|
Developed technology
|
|
7,100
|
|
|
Goodwill
|
|
16,907
|
|
|
Liabilities assumed
|
|
(1,135
|
)
|
|
Total value of assets acquired and liabilities assumed
|
|
$
|
23,758
|
|
|
|
Severance and Benefits
|
|
Facility Exit Costs and Asset Impairment
|
|
Total
|
||||||
Balance at June 30, 2014
|
|
$
|
2,126
|
|
|
$
|
2,743
|
|
|
$
|
4,869
|
|
Restructuring expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash payments
|
|
(2,030
|
)
|
|
(382
|
)
|
|
(2,412
|
)
|
|||
Other
|
|
(5
|
)
|
|
61
|
|
|
56
|
|
|||
Balance at September 30, 2014
|
|
$
|
91
|
|
|
$
|
2,422
|
|
|
$
|
2,513
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue
|
|
|
|
|
||||
Automotive
|
|
$
|
19,502
|
|
|
$
|
19,890
|
|
Advertising
|
|
3,975
|
|
|
2,080
|
|
||
Mobile Navigation
|
|
11,510
|
|
|
22,326
|
|
||
Total revenue
|
|
34,987
|
|
|
44,296
|
|
||
Cost of revenue
|
|
|
|
|
||||
Automotive
|
|
10,396
|
|
|
9,309
|
|
||
Advertising
|
|
2,540
|
|
|
1,253
|
|
||
Mobile Navigation
|
|
3,024
|
|
|
5,487
|
|
||
Total cost of revenue
|
|
15,960
|
|
|
16,049
|
|
||
Gross profit
|
|
|
|
|
||||
Automotive
|
|
9,106
|
|
|
10,581
|
|
||
Advertising
|
|
1,435
|
|
|
827
|
|
||
Mobile Navigation
|
|
8,486
|
|
|
16,839
|
|
||
Total gross profit
|
|
$
|
19,027
|
|
|
$
|
28,247
|
|
Gross margin
|
|
|
|
|
||||
Automotive
|
|
47
|
%
|
|
53
|
%
|
||
Advertising
|
|
36
|
%
|
|
40
|
%
|
||
Mobile Navigation
|
|
74
|
%
|
|
75
|
%
|
||
Total gross margin
|
|
54
|
%
|
|
64
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue
|
|
$
|
34,987
|
|
|
$
|
44,296
|
|
Gross margin
|
|
54
|
%
|
|
64
|
%
|
||
Non-GAAP gross margin
|
|
57
|
%
|
|
66
|
%
|
||
Automotive gross margin
|
|
47
|
%
|
|
53
|
%
|
||
Automotive non-GAAP gross margin
|
|
48
|
%
|
|
53
|
%
|
||
Advertising gross margin
|
|
36
|
%
|
|
40
|
%
|
||
Advertising non-GAAP gross margin
|
|
47
|
%
|
|
60
|
%
|
||
Mobile navigation gross margin
|
|
74
|
%
|
|
75
|
%
|
||
Mobile navigation non-GAAP gross margin
|
|
76
|
%
|
|
78
|
%
|
||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Non-GAAP net income (loss)
|
|
$
|
(3,872
|
)
|
|
$
|
3,183
|
|
Adjusted EBITDA
|
|
$
|
(5,515
|
)
|
|
$
|
4,492
|
|
Diluted net income (loss), per share
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
Diluted non-GAAP net income (loss), per share
|
|
$
|
(0.10
|
)
|
|
$
|
0.08
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;
|
•
|
non-GAAP gross margin, non-GAAP net income (loss) and adjusted EBITDA do not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does not reflect tax payments that historically have represented a reduction in cash available to us or tax benefits that may arise as a result of generating net losses; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Three Months Ended
September 30,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Gross margin
|
|
47
|
%
|
|
53
|
%
|
|
36
|
%
|
|
40
|
%
|
|
74
|
%
|
|
75
|
%
|
|
54
|
%
|
|
64
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capitalized software and developed technology amortization
|
|
1
|
%
|
|
—
|
%
|
|
11
|
%
|
|
20
|
%
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Stock-based compensation expense
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Non-GAAP gross margin
|
|
48
|
%
|
|
53
|
%
|
|
47
|
%
|
|
60
|
%
|
|
76
|
%
|
|
78
|
%
|
|
57
|
%
|
|
66
|
%
|
|
|
Three Months Ended
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Adjustments:
|
|
|
|
|
||||
Restructuring costs
|
|
—
|
|
|
548
|
|
||
Capitalized software and developed technology amortization
|
|
903
|
|
|
900
|
|
||
Stock-based compensation expense:
|
|
|
|
|
||||
Cost of revenue
|
|
$
|
24
|
|
|
$
|
36
|
|
Research and development
|
|
1,500
|
|
|
1,009
|
|
||
Sales and marketing
|
|
764
|
|
|
697
|
|
||
General and administrative
|
|
1,100
|
|
|
741
|
|
||
Total stock-based compensation
|
|
3,388
|
|
|
2,483
|
|
||
Tax effect of adding back adjustments
|
|
(226
|
)
|
|
(757
|
)
|
||
Non-GAAP net income (loss)
|
|
$
|
(3,872
|
)
|
|
$
|
3,183
|
|
|
|
Three Months Ended
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
Adjustments:
|
|
|
|
|
||||
Restructuring costs
|
|
—
|
|
|
548
|
|
||
Stock-based compensation expense
|
|
3,388
|
|
|
2,483
|
|
||
Depreciation and amortization
|
|
1,477
|
|
|
1,794
|
|
||
Interest and other income, net
|
|
(1,303
|
)
|
|
(282
|
)
|
||
Benefit for income taxes
|
|
(1,140
|
)
|
|
(60
|
)
|
||
Adjusted EBITDA
|
|
$
|
(5,515
|
)
|
|
$
|
4,492
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
Consolidated Statements of Operations Data
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
18,916
|
|
|
$
|
19,291
|
|
Services
|
|
16,071
|
|
|
25,005
|
|
||
Total revenue
|
|
34,987
|
|
|
44,296
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
10,178
|
|
|
9,309
|
|
||
Services
|
|
5,782
|
|
|
6,740
|
|
||
Total cost of revenue
|
|
15,960
|
|
|
16,049
|
|
||
Gross profit
|
|
19,027
|
|
|
28,247
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
16,998
|
|
|
14,543
|
|
||
Sales and marketing
|
|
6,196
|
|
|
7,618
|
|
||
General and administrative
|
|
6,213
|
|
|
5,871
|
|
||
Restructuring costs
|
|
—
|
|
|
548
|
|
||
Total operating expenses
|
|
29,407
|
|
|
28,580
|
|
||
Loss from operations
|
|
(10,380
|
)
|
|
(333
|
)
|
||
Other income, net
|
|
1,303
|
|
|
282
|
|
||
Loss before benefit for income taxes
|
|
(9,077
|
)
|
|
(51
|
)
|
||
Benefit for income taxes
|
|
(1,140
|
)
|
|
(60
|
)
|
||
Net income (loss)
|
|
$
|
(7,937
|
)
|
|
$
|
9
|
|
|
|
Three Months Ended
|
||||
|
|
September 30,
|
||||
|
|
2014
|
|
2013
|
||
Revenue:
|
|
(as a percentage of revenue)
|
||||
Product
|
|
54
|
%
|
|
44
|
%
|
Services
|
|
46
|
%
|
|
56
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
||
Product
|
|
29
|
%
|
|
21
|
%
|
Services
|
|
17
|
%
|
|
15
|
%
|
Total cost of revenue
|
|
46
|
%
|
|
36
|
%
|
Gross profit
|
|
54
|
%
|
|
64
|
%
|
Operating expenses:
|
|
|
|
|
||
Research and development
|
|
49
|
%
|
|
33
|
%
|
Sales and marketing
|
|
18
|
%
|
|
17
|
%
|
General and administrative
|
|
18
|
%
|
|
13
|
%
|
Restructuring costs
|
|
—
|
%
|
|
1
|
%
|
Total operating expenses
|
|
85
|
%
|
|
64
|
%
|
Loss from operations
|
|
(30
|
)%
|
|
(1
|
)%
|
Other income, net
|
|
4
|
%
|
|
1
|
%
|
Loss before benefit for income taxes
|
|
(26
|
)%
|
|
—
|
%
|
Benefit for income taxes
|
|
(3
|
)%
|
|
—
|
%
|
Net income (loss)
|
|
(23
|
)%
|
|
—
|
%
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Revenue
|
|
|
|
|
||||
Automotive
|
|
$
|
19,502
|
|
|
$
|
19,890
|
|
Advertising
|
|
3,975
|
|
|
2,080
|
|
||
Mobile Navigation
|
|
11,510
|
|
|
22,326
|
|
||
Total revenue
|
|
34,987
|
|
|
44,296
|
|
||
Cost of revenue
|
|
|
|
|
||||
Automotive
|
|
10,396
|
|
|
9,309
|
|
||
Advertising
|
|
2,540
|
|
|
1,253
|
|
||
Mobile Navigation
|
|
3,024
|
|
|
5,487
|
|
||
Total cost of revenue
|
|
15,960
|
|
|
16,049
|
|
||
Gross profit
|
|
|
|
|
||||
Automotive
|
|
9,106
|
|
|
10,581
|
|
||
Advertising
|
|
1,435
|
|
|
827
|
|
||
Mobile Navigation
|
|
8,486
|
|
|
16,839
|
|
||
Total gross profit
|
|
$
|
19,027
|
|
|
$
|
28,247
|
|
Gross margin
|
|
|
|
|
||||
Automotive
|
|
47
|
%
|
|
53
|
%
|
||
Advertising
|
|
36
|
%
|
|
40
|
%
|
||
Mobile Navigation
|
|
74
|
%
|
|
75
|
%
|
||
Total gross margin
|
|
54
|
%
|
|
64
|
%
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Net cash used in operating activities
|
|
$
|
(3,953
|
)
|
|
$
|
(5,909
|
)
|
Net cash provided by (used in) investing activities
|
|
9,412
|
|
|
(1,016
|
)
|
||
Net cash provided by (used in) financing activities
|
|
675
|
|
|
(3,039
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(645
|
)
|
|
51
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
5,489
|
|
|
$
|
(9,913
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
the transition away from paid carrier navigation to freemium offerings for mobile phone based navigation services;
|
•
|
impact of results of the offering of a premium upgrade on a basic version of our service that is offered for free;
|
•
|
the ability of automobile manufacturer customers to sell automobiles equipped with our products;
|
•
|
the introduction of competitive in-car platforms and products, such as Apple's CarPlay and Google's auto initiatives, including
Open Automotive Alliance;
|
•
|
the seasonality of new vehicle model introductions and consumer buying patterns, as well as the effects of economic uncertainty on vehicle purchases
,
particularly outside of the U.S.;
|
•
|
the effectiveness of our entry into new business areas, such as advertising;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition;
|
•
|
the loss of our relationship or a change in our revenue model with any particular wireless carrier customer;
|
•
|
poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;
|
•
|
loss of subscribers by our wireless carrier customers or a continued reduction in the number of subscribers to plans that include our services;
|
•
|
the timing and quality of information we receive from our customers;
|
•
|
our inability to attract new end users;
|
•
|
the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure through acquisitions or organic growth;
|
•
|
the timing of expenses related to the development or acquisition of technologies, products or businesses;
|
•
|
the timing and success of new service introductions by us or our competitors;
|
•
|
the timing and success of marketing expenditures for our products;
|
•
|
the extent of any interruption in our services;
|
•
|
potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;
|
•
|
general economic, industry and market conditions that impact expenditures for new vehicles, smartphones and mobile location services in the United States and other countries where we sell our services and products;
|
•
|
changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;
|
•
|
changes in our effective tax rates; and
|
•
|
the impact of new accounting pronouncements.
|
•
|
the provision of their services at no or low cost to consumers;
|
•
|
significantly greater revenue and financial resources;
|
•
|
stronger brand and consumer recognition regionally or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of mobile and nonmobile products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger wireless carrier, automotive, handset manufacturer and advertising agency relationships;
|
•
|
stronger international presence may make our larger competitors more attractive partners to automotive manufacturers and OEMs;
|
•
|
greater resources to make and integrate acquisitions;
|
•
|
lower labor and development costs; and
|
•
|
broader global distribution and presence.
|
•
|
difficulties in integrating and managing the operations, technologies and products of the companies we acquire including skobbler, which is geographically remote from our existing operations;
|
•
|
diversion of our management’s attention from normal daily operation of our business;
|
•
|
our inability to maintain the key business relationships and the reputations of the businesses we acquire, such as the European automobile manufacturer and OEM relationships of skobbler;
|
•
|
our inability to retain key personnel of the acquired company;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar affiliates and customers of the companies we acquire;
|
•
|
insufficient revenue to offset our increased expenses associated with acquisitions;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
|
•
|
our inability to maintain internal standards, controls, procedures and policies.
|
•
|
changes in forecasted annual operating income or loss by jurisdiction;
|
•
|
changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;
|
•
|
changes to the valuation allowance on net deferred tax assets;
|
•
|
changes to actual or forecasted permanent differences between book and tax reporting, including the tax effects of purchase accounting for acquisitions and non-recurring charges which may cause fluctuations between reporting periods;
|
•
|
impacts from any future tax settlements with state, federal or foreign tax authorities;
|
•
|
impacts from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the requirements of certain tax rulings;
|
•
|
impacts from withholding requirements in various non-U.S. jurisdictions and our ability to recoup those withholdings, which may depend on how much revenue we have in a particular jurisdiction to offset the related expenses;
|
•
|
impacts from acquisitions and related integration activities; or
|
•
|
impacts from new FASB requirements.
|
•
|
damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;
|
•
|
errors in the processing of data by our servers;
|
•
|
computer viruses or software defects;
|
•
|
physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or
|
•
|
errors by our employees or third party service providers.
|
•
|
fluctuations in currency exchange rates;
|
•
|
unexpected changes in foreign regulatory requirements;
|
•
|
difficulties in managing the staffing of remote operations;
|
•
|
potentially adverse tax consequences, including the complexities of foreign value added tax systems, foreign tax withholding, restrictions on the repatriation of earnings and changes in tax rates;
|
•
|
dependence on foreign wireless carriers with different pricing models;
|
•
|
roaming charges to end users;
|
•
|
availability of reliable mobile networks in those countries;
|
•
|
requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
|
•
|
the burdens of complying with a wide variety of foreign laws and different legal standards;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social and economic instability in some jurisdictions;
|
•
|
terrorist attacks and security concerns in general; and
|
•
|
reduced or varied protection for intellectual property rights in some countries.
|
•
|
the implementation of our equipment at new data centers and expansion of our operations at data centers;
|
•
|
the replacement of outdated or failing equipment; and
|
•
|
the acquisition of key technologies to support or expand our products and services.
|
•
|
adversely affect our relationships with our current or future customers and other business partners;
|
•
|
cause delays or stoppages in the shipment of Telenav enabled or preloaded mobile phones or vehicles, or cause us to modify or suspend the provision of our navigation services;
|
•
|
cause us to incur significant expenses in defending claims brought against our customers, other business partners or us;
|
•
|
divert management's attention and resources;
|
•
|
subject us to significant damages or settlements;
|
•
|
require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or
|
•
|
require us or our business partners to cease certain activities and/or modify our products or services.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;
|
•
|
the public’s response to our press releases or other public announcements, including our filings with the SEC;
|
•
|
lawsuits threatened or filed against us; and
|
•
|
large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.29+
|
|
Amended and Restated Territory License No. 8, dated August 18, 2014, by and between Telenav, Inc., HERE North America, LLC (f/k/a NAVTEQ North America, LLC), and Here Europe B.V. (f/k/a NAVTEQ Europe B.V.)
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
November 6, 2014
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
November 6, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.29+
|
|
Amended and Restated Territory License No. 8, dated August 18, 2014, by and between Telenav, Inc., HERE North America, LLC (f/k/a NAVTEQ North America, LLC), and Here Europe B.V. (f/k/a NAVTEQ Europe B.V.)
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
HERE NORTH AMERICA, LLC
|
Telenav, Inc.
|
By: /s/ Stephen W. Kelley
|
By: /s/ Michael Strambi
|
Name: Stephen W. Kelley
|
Name: Michael Strambi
|
Title: Director, Legal and Intellectual Property
|
Title: Chief Financial Officer
|
Date: 8/18/2014
|
Date: 8/8/2014
|
HERE NORTH AMERICA, LLC
|
|
By: /s/ Greg Dresher
|
|
Name: Greg Dresher
|
|
Title: Senior Legal Counsel
|
|
Date: 8/18/2014
|
|
HERE EUROPE B.V.
|
|
By: /s/ R.A.J. Houben
|
|
Name: R.A.J. Houben
|
|
Title: Managing Director
|
|
Date: 8/15/2014
|
|
HERE EUROPE B.V.
|
|
By: /s/ F.M. van Haaren
|
|
Name: F.M. van Haaren
|
|
Title: Managing Director
8/15/2014
|
|
TERMS AND CONDITIONS
|
I.
|
Territories
|
X
|
US/Canada Territory (consisting of the United States, including Puerto Rico, the District of Columbia and the US Virgin Islands and the provinces of Canada)
|
X
|
United States & Mexico Territory
|
X
|
Latin America Territory (consisting of Mexico, Brazil, Argentina, Chile, Venezuela, Colombia, Peru, Uruguay, Martinique, Guadeloupe, French Guiana, Cayman Islands, The Bahamas, Jamaica, Dominican Republic and Ecuador)
|
X
|
Middle East Territory (consisting of Oman, Qatar, Jordan, Bahrain, Saudi Arabia, Kuwait, United Arab Emirates, Lebanon and Egypt)
|
X
|
Europe Territory (consisting of Eastern Europe and Western Europe as further defined below)
|
X
|
[*****] Territory (consisting of [*****])
|
X
|
Turkey Territory
|
II.
|
Data Content
|
A.
|
Base Map Data
. "Base Map Data" means, as it relates to any particular country, the standard geographic map data (i.e., not including Additional Content) as and when generally released for commercial use by HERE for such country or portion thereof and which is referred to (and further described) in the applicable standard product documentation provided by HERE as the "Base Map" for that country or portion thereof. For purposes of determining which features and attributes are deemed to be "Base Map Data" and covered by the License Fees in Exhibit A, a description of such features and attributes is set forth in the then-current Attribute Overview and Usage Guide (or equivalent document) made available to Client as part of the Customer Technical Reference Guide. HERE may update the list of features and attributes included in "Base Map Data" but shall not reclassify any "Base" attributes as "Premium". In the event that HERE violates the foregoing, Client shall have the right to continue using such attribute as part of the "Base Map Data" licensed hereunder and shall not be obligated to pay any incremental amount associated with such use for the duration of the TL Term.
|
B.
|
Additional Content
. "Additional Content" means Data licensed under this TL in addition to Standard Data (as defined above) as such Data is further described at the URL http://corporate.navteq.com/additional_content_descriptions.html. Additional Content shall be subject to the terms and conditions in such URL and the applicable fees described in Section V(A) below. HERE reserves the right to discontinue Additional Content upon reasonable notice to Client; provided, however, that the last release of any discontinued Additional Content may be included in any Copies distributed thereafter. Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Data only.
|
C.
|
Add-Ons
. "Add-Ons" means additional content generally released by HERE from time to time for which HERE does not charge, in its sole discretion, additional license fees. HERE shall be under no obligation to release such additional content.
|
III.
|
Application.
|
A.
|
“
Route Guidance Application
” means a Media-Dependent Application that uses Data solely to provide and/or produce information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and (c) positioning. “
Media-Dependent Application
” means non-server computer devices developed by or for Client (including, without limitation, proprietary computer hardware platforms developed by or for Client and/or computer software programs developed by or for Client) distributed to End-Users for their own internal business and personal use and which use resident Copies, consisting of Data solely for a Territory and on any physical storage media possessed by the End-User, solely to provide information to End-Users. For purposes of clarity, “internal business use” shall be deemed to include, but not be limited to, use by rental car companies and their rental car customers.
|
B.
|
“
[*****]
Route Guidance Application”
means a Route Guidance Application developed by or for Client and sold or otherwise distributed to [*****] (“[*****]”) for installation in [*****] sold in countries in the Territories licensed under this TL, which (i) uses the Data and Additional Content set forth under Exhibit E in accordance with [*****] of this TL; and (ii) is capable of determining [*****] and/or enabling [*****] or [*****] functionality.
|
C.
|
"
Excluded Applications
" means any use of the Data in a manner not expressly authorized under this TL or otherwise mutually agreed upon between the parties, including but not limited to use of the Data (i) for server-based applications or with server-based applications (other than server-based applications which are accessed to deliver additional content to the device for use in the Route Guidance Application); (ii) for or with fleet management, dispatch or similar applications; (iii) for or with geomarketing applications (i.e., an application that analyzes and displays geographic, demographic, census and behavioral data to assist End-Users in
|
IV.
|
Licensed Use
|
A.
|
Compiling any portion of the Data (“Compiled Data”) into Client’s own proprietary data format (which shall not include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using the most current version of Data delivered by HERE to Client (except as otherwise required by [*****] and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User for storage on physical storage media possessed by the End-User (collectively, “Copies”); and
|
B.
|
Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto the physical storage media possessed by the End-User), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein.
|
V.
|
Fees to HERE
.
|
A.
|
License Fees
. License fees hereunder consist of the base license fees applicable to the Base Attribute Set for the applicable Territory (“Base License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in the Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in
Exhibit A
reflects the total amount due to HERE for each Copy, after combining the Base License Fees and the applicable Additional Content Fees (collectively, the “License Fees”). The pricing set forth in
Exhibit A
is expressly conditioned on compliance with the requirements set forth in Section VII(A) and VII(B) of this TL (i.e., Copy Protection and [*****]).
|
B.
|
License Fee Reports & Due Dates
. License Fee reports for Copies distributed in each calendar month are due by the [*****] day of the following calendar month (e.g., the fee report for [*****] is due by [*****]). Following receipt of such report, HERE shall invoice Client for the amounts due. License Fees shall be due and paid by the [*****] day following the end of the calendar month for which the License Fee report is provided (e.g., license fees for [*****] are due by [*****]).
|
C.
|
Currency
. License Fees hereunder shall be paid in U.S. Dollars.
|
VI.
|
End-User Terms
. Attached as
Exhibit B
. Except as otherwise agreed by the parties, in all instances where the Application uses, accesses, reflects or relies upon any portion of the Data to deliver information to End-Users, Client shall provide End-Users with a copy of the End-User Terms and shall provide conspicuous notice to End-Users prior to their use of, or access to, any portion of the Data that their use thereof is subject to the End-User Terms. Notwithstanding any termination or expiration of the Agreement or this TL, an End-User’s right to use a Copy of the Compiled Data with the Application under the Agreement and this TL shall continue so long as such End-User’s use of the Application is in compliance with all terms and conditions of Client’s then current end user license agreement for the Application.
|
VII.
|
Additional Provisions
.
|
A.
|
Copy Protection
. Each Copy must include a state of the art solution for either (a) preventing copying of content of the Copy, whether by End-Users, Distributors or otherwise, onto physical storage media or via transfer over the Internet or other electronic communication means, or (b) preventing use of the Copy other than by a specifically authorized End-User or End-User device (e.g., using lock/unlock keys). Prior to distributing Copies, Client shall provide to HERE such information as reasonably requested by HERE to evaluate the efficacy of the copy protection solution.
|
B.
|
[*****]
. Client has been informed by HERE that the pricing included in HERE’s quotation to [*****] was expressly subject to a condition under which HERE would be treated [*****] for use in [*****]. HERE acknowledges that it has agreed to [*****] such condition from this TL based solely on the fact that [*****] agreed to [*****] such requirement in the [*****] provided to HERE.
|
C.
|
Supplier Terms
. The Data provided hereunder is subject to supplier requirements and restrictions, which currently include those set forth in
Exhibit D
hereto.
|
D.
|
HERE Marks & Legends
. For purposes of this TL, Client's obligations under the Agreement to display HERE Marks & Legends shall be satisfied as follows: Client shall include HERE Marks and the applicable HERE copyright notice (as specified in the HERE Identity Guidelines) and third party copyright and similar notices and legends (as specified in the Agreement, the HERE Identity Guidelines and/or otherwise by HERE) in the [*****] Route Guidance Application and/or owner’s manual, or such other placement of the HERE Marks & Legends as may be mutually agreed by the parties, but in all cases subject to [*****] requirements.
|
E.
|
No [*****] Rights
. No licenses or other rights are granted hereunder in connection with any [*****] related to [*****] ("[*****] "). [*****] shall be granted solely pursuant to a separate [*****] between the parties.
|
F.
|
[*****] and [*****]
. Client may [*****] to [*****] and when such a [*****] is determined, Client may supplement the [*****] with [*****]; provided that in all cases, Client will not [*****] any existing value or attribute of [*****] when such attribute contains any value. Such [*****] may include [*****] not available from [*****] or a [*****] to acquire [*****]. For the avoidance of doubt, when [*****] and [*****] have attributes, Client will always use the [*****] of the [*****]. If [*****] is null, then Client may [*****] if the [*****] contains [*****] for the attribute. If [*****] does not [*****] to any [*****] then Client may [*****]
|
A.
|
“
[*****]
”
means functionality that enables a [*****] Route Guidance Application for, or in connection with, any systems or functions for [*****] of [*****], including, for example, systems or functions for the [*****] of [*****] and [*****].
|
B.
|
“
Customer Technical Reference Guide
” means the technical product specifications and documentation that make up the Customer technical Reference Guide that is made available to Client through the HERE B2B Download Center.
|
C.
|
“
HERE B2B Download Center
” means the on-line data delivery service made available to Client by HERE on a 24x7 basis (except for downtime due to system maintenance) and through which HERE makes Data and related documentation available for download by Client.
|
D.
|
“
[*****]
”
means [*****] method and system for [*****] the [*****] and other [*****], based on [*****], of [*****] on the [*****] for some [*****] (typically [*****]) and [*****] of [*****] and other [*****] of interest such as [*****] and others.
|
E.
|
“
[*****]
”
means functionality that enables a [*****] Route Guidance Application to provide [*****] regarding [*****] to the End User such as [*****], but which does not provide [*****] functionality.
|
EXHIBIT A
PRICING
|
1.
|
License Fee for US/Canada Territory
.
|
US/CANADA TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Extended Navigation
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
HERE Voice for Traffic
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
World Map
|
[*****]
|
2.
|
License Fee for United States & Mexico Territory.
|
UNITED STATES & MEXICO TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Extended Navigation
Fuel Types
HERE Traffic Patterns
HERE Voice for Traffic
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
World Map
|
[*****]
|
3.
|
License Fee for Latin America Territory
.
|
LATIN AMERICA TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
HERE Traffic Patterns
HERE Voice for Traffic
Supplemental Listing POI
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Signs, Signals & Warnings
World Map
|
[*****]
|
4.
|
License Fee for Middle East Territory
.
|
MIDDLE EAST TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Generalized Junction Visuals
Speed Limits FC 1-5 Content
World Map
|
[*****]
|
EUROPE TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Speed Limits FC 1-5 Content
Supplemental Listing POI
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
|
[*****]
|
EUROPE TERRITORY
ADDITIONAL CONTENT
|
ADDITIONAL CONTENT FEE PER COPY IN US DOLLARS
|
Safety Camera Alerts
|
[*****]
|
[*****]
TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
[*****]
|
[*****]
|
TURKEY TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
|
[*****]
|
US/CANADA TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Extended Navigation
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
HERE Voice for Traffic
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
World Map
|
[*****]
|
US/CANADA TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Extended Navigation
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
HERE Voice for Traffic
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
World Map
[*****]
|
[*****]
|
EUROPE TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Speed Limits FC 1-5 Content
Supplemental Listing POI
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
|
[*****]
|
EUROPE TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
Base Extended Listings
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
HERE Voice
HERE Voice for POIs
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Speed Limits FC 1-5 Content
Supplemental Listing POIs
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
[*****]
|
[*****]
|
EUROPE TERRITORY
ADDITIONAL CONTENT
|
ADDITIONAL CONTENT FEE PER COPY IN US DOLLARS
|
Safety Camera Alerts
|
[*****]
|
TURKEY TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
|
[*****]
|
TURKEY TERRITORY
CONTENT BUNDLE
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Attribute Set
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Fuel Types
Generalized Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
[*****]
|
[*****]
|
III.
|
License Fees for [*****]
.
|
1.
|
[*****]. In lieu of the pricing set forth in Sections 1-3 of this Exhibit A, the special pricing set forth below shall apply to Copies of Data for the Territories below which are distributed to [*****] described below to [*****]. The [*****] means [*****] in which [*****] provided by HERE is [*****] in connection with [*****]. For the sake of clarity, (A) the foregoing does not include [*****] in which the [*****] is dependent upon the End-User opting into [*****]; and (B) as related to [*****], Client may [*****] that were [*****] for further distribution to End-Users and properly reported by Client to HERE in applicable license fee reports, but which [*****], and by way of such [*****] of [*****], Client may distribute these [*****] for no additional License Fee beyond the fees that Client already paid for distributing the [*****] provided that the Territory of Data remains the same for the [*****]. Except as provided herein, the pricing set forth below is the amount of the License Fee to be paid by Client to HERE for [*****] and does not include any [*****] that may be applicable.
|
TERRITORY OF DATA
|
LICENSE FEE
|
US/Canada Territory
|
[*****]
|
United States + Mexico Territory
|
[*****]
|
Latin America Territory
|
[*****]
|
EXHIBIT B
END-USER TERMS
|
EXHIBIT C
|
EXHIBIT D
HERE Standard Data - Supplier Notices & Additional Terms
|
I.
|
As of the Effective Date of this TL, notice of the requirements and restrictions imposed on licensees of Data (including Additional Content) as required by third party suppliers or by governmental or regulatory authorities is provided through the link made available through the HERE B2B Download Center.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 6, 2014
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
DR. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 6, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
November 6, 2014
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 6, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|