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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;
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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; and
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•
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developing features and functionality that allow OSM to be used as a substitute for commercial map services.
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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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51
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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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53
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Chief Financial Officer and Treasurer
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Rohan Chandran
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40
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Vice President and General Manager, Mobile Business Unit
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Salman Dhanani
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42
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Co-President, Automotive Business Unit
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Loren Hillberg
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57
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General Counsel, Secretary, and President and General Manager, Thinknear
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Hassan Wahla
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43
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Co-President, Automotive Business Unit
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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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the ability of automobile manufacturers to sell automobiles equipped with our products;
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•
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the introduction of competitive in-car platforms and products, such as Apple's CarPlay and Google's auto initiatives, including
Open Automotive Alliance;
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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 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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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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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 amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure through acquisitions or organic growth;
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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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the timing and success of new service introductions by us or our competitors;
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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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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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•
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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, handset manufacturer and advertising agency 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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•
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greater resources to make and integrate 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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•
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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;
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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, such as the European automobile manufacturer and OEM relationships of skobbler;
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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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impacts from our inability to benefit from the carryback of net losses expected to be incurred in fiscal 2016 and thereafter due to the limitations of the two year loss carryback for federal tax purposes.
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•
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changes in forecasted annual operating income or loss by jurisdiction;
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•
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changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;
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•
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changes to the valuation allowance on net deferred tax assets;
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•
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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;
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•
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impacts from any future tax settlements with state, federal or foreign tax authorities;
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•
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impacts from increases or decreases in tax reserves due to new assessments of risk, the expiration of the statute of limitations or the completion of government audits;
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•
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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;
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•
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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;
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•
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impacts from acquisitions and related integration activities; or
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•
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impacts from new FASB requirements.
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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;
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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, foreign tax withholding, 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 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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requirements to replace outsourced hosting with third party data centers for which we provide equipment due to cost, natural disasters or inadequate quality of services;
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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 products and 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
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Year ended June 30, 2015
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High
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Low
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||||
First Quarter
|
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$
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7.99
|
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$
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4.73
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Second Quarter
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$
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7.22
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$
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5.83
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Third Quarter
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$
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9.15
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$
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6.47
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Fourth Quarter
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$
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9.76
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$
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7.93
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Year ended June 30, 2014
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High
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Low
|
||||
First Quarter
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$
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6.23
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$
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5.31
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Second Quarter
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$
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7.28
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$
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5.97
|
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Third Quarter
|
|
$
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6.50
|
|
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$
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5.68
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|
Fourth Quarter
|
|
$
|
6.50
|
|
|
$
|
5.26
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Consolidated Statements of Operations Data:
(in thousands, except per share data)
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Revenue
|
|
$
|
160,239
|
|
|
$
|
150,313
|
|
|
$
|
191,800
|
|
|
$
|
205,522
|
|
|
$
|
199,118
|
|
Cost of revenue
|
|
78,784
|
|
|
60,841
|
|
|
69,113
|
|
|
44,448
|
|
|
38,150
|
|
|||||
Gross profit
|
|
81,455
|
|
|
89,472
|
|
|
122,687
|
|
|
161,074
|
|
|
160,968
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
68,060
|
|
|
60,573
|
|
|
60,349
|
|
|
65,764
|
|
|
52,617
|
|
|||||
Sales and marketing
|
|
26,975
|
|
|
33,138
|
|
|
30,435
|
|
|
25,345
|
|
|
16,588
|
|
|||||
General and administrative
|
|
23,606
|
|
|
26,176
|
|
|
24,765
|
|
|
26,084
|
|
|
19,757
|
|
|||||
Restructuring costs
|
|
1,150
|
|
|
4,412
|
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
119,791
|
|
|
124,299
|
|
|
117,220
|
|
|
117,193
|
|
|
88,962
|
|
|||||
Operating income (loss)
|
|
(38,336
|
)
|
|
(34,827
|
)
|
|
5,467
|
|
|
43,881
|
|
|
72,006
|
|
|||||
Other income, net
|
|
2,267
|
|
|
1,288
|
|
|
1,207
|
|
|
1,484
|
|
|
1,173
|
|
|||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(36,069
|
)
|
|
(33,539
|
)
|
|
6,674
|
|
|
45,365
|
|
|
73,179
|
|
|||||
Provision (benefit) for income taxes
|
|
(13,006
|
)
|
|
(4,015
|
)
|
|
1,093
|
|
|
13,559
|
|
|
28,592
|
|
|||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
5,581
|
|
|
$
|
31,806
|
|
|
$
|
44,587
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,486
|
|
|
$
|
602
|
|
|
$
|
(2,013
|
)
|
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
|
$
|
32,408
|
|
|
$
|
42,574
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.14
|
|
|
$
|
0.77
|
|
|
$
|
1.06
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.01
|
|
|
$
|
(0.05
|
)
|
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
1.01
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.13
|
|
|
$
|
0.72
|
|
|
$
|
0.99
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.31
|
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
Weighted average shares used in computing net income (loss) per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
39,991
|
|
|
38,796
|
|
|
40,310
|
|
|
41,406
|
|
|
41,975
|
|
|||||
Diluted
|
|
39,991
|
|
|
38,796
|
|
|
41,919
|
|
|
43,944
|
|
|
45,086
|
|
Consolidated Balance Sheets Data:
(in thousands)
|
|
June 30,
|
||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Cash, cash equivalents and short-term investments
|
|
$
|
119,916
|
|
|
$
|
136,849
|
|
|
$
|
191,685
|
|
|
$
|
199,468
|
|
|
$
|
203,310
|
|
Working capital
|
|
138,415
|
|
|
153,238
|
|
|
190,385
|
|
|
204,977
|
|
|
178,602
|
|
|||||
Total assets
|
|
223,922
|
|
|
239,841
|
|
|
273,669
|
|
|
264,779
|
|
|
260,627
|
|
|||||
Common stock and additional paid-in capital
|
|
140,447
|
|
|
129,318
|
|
|
118,233
|
|
|
118,897
|
|
|
115,106
|
|
|||||
Total stockholders’ equity
|
|
176,183
|
|
|
192,405
|
|
|
214,464
|
|
|
216,518
|
|
|
188,466
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands, except percentages and per share amounts)
|
||||||||||
Revenue
|
|
$
|
160,239
|
|
|
$
|
150,313
|
|
|
$
|
191,800
|
|
Gross margin
|
|
51
|
%
|
|
60
|
%
|
|
64
|
%
|
|||
Non-GAAP gross margin
|
|
53
|
%
|
|
62
|
%
|
|
65
|
%
|
|||
Automotive gross margin
|
|
45
|
%
|
|
51
|
%
|
|
46
|
%
|
|||
Automotive non-GAAP gross margin
|
|
46
|
%
|
|
51
|
%
|
|
46
|
%
|
|||
Advertising gross margin
|
|
35
|
%
|
|
40
|
%
|
|
36
|
%
|
|||
Advertising non-GAAP gross margin
|
|
44
|
%
|
|
55
|
%
|
|
5
|
%
|
|||
Mobile navigation gross margin
|
|
73
|
%
|
|
74
|
%
|
|
76
|
%
|
|||
Mobile navigation non-GAAP gross margin
|
|
74
|
%
|
|
76
|
%
|
|
73
|
%
|
|||
Income (loss) from continuing operations, net of tax
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
5,581
|
|
Non-GAAP income (loss) from continuing operations, net of tax
|
|
$
|
(12,889
|
)
|
|
$
|
(6,839
|
)
|
|
$
|
18,183
|
|
Adjusted EBITDA from continuing operations
|
|
$
|
(20,519
|
)
|
|
$
|
(12,121
|
)
|
|
$
|
25,493
|
|
Diluted income (loss) from continuing operations, net of tax, per share
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.13
|
|
Diluted non-GAAP income (loss) from continuing operations, net of tax, per share
|
|
$
|
(0.32
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.43
|
|
•
|
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 from continuing operations does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;
|
•
|
non-GAAP gross margin, non-GAAP income (loss) from continuing operations, net of tax, and adjusted EBITDA from continuing operations 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
|
||||||||||||||||||||||||||||
|
|
Fiscal Year Ended June 30,
|
|
Fiscal Year Ended June 30,
|
|
Fiscal Year Ended June 30,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Gross margin
|
|
45
|
%
|
|
51
|
%
|
|
46
|
%
|
|
35
|
%
|
|
40
|
%
|
|
36
|
%
|
|
73
|
%
|
|
74
|
%
|
|
76
|
%
|
|
51
|
%
|
|
60
|
%
|
|
64
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capitalized software and developed technology amortization
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
9
|
%
|
|
15
|
%
|
|
(31
|
)%
|
|
1
|
%
|
|
2
|
%
|
|
(3
|
)%
|
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
Non-GAAP gross margin
|
|
46
|
%
|
|
51
|
%
|
|
46
|
%
|
|
44
|
%
|
|
55
|
%
|
|
5
|
%
|
|
74
|
%
|
|
76
|
%
|
|
73
|
%
|
|
53
|
%
|
|
62
|
%
|
|
65
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
7,486
|
|
|||
Income (loss) from continuing operations, net of tax
|
|
(23,063
|
)
|
|
(29,524
|
)
|
|
5,581
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Legal settlement
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|||
Changes in valuation allowance on deferred tax assets
|
|
(778
|
)
|
|
7,398
|
|
|
—
|
|
|||
Benefit for income taxes due to changes in tax accounting method and amended tax returns
|
|
(4,061
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
|
1,150
|
|
|
4,412
|
|
|
1,671
|
|
|||
Capitalized software and developed technology amortization
|
|
3,275
|
|
|
3,588
|
|
|
3,680
|
|
|||
Stock-based compensation expense:
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
98
|
|
|
100
|
|
|
149
|
|
|||
Research and development
|
|
5,275
|
|
|
4,490
|
|
|
3,509
|
|
|||
Sales and marketing
|
|
2,943
|
|
|
3,306
|
|
|
2,290
|
|
|||
General and administrative
|
|
3,112
|
|
|
3,639
|
|
|
2,699
|
|
|||
Total stock-based compensation
|
|
11,428
|
|
|
11,535
|
|
|
8,647
|
|
|||
Tax effect of adding back adjustments
|
|
(840
|
)
|
|
(4,248
|
)
|
|
(2,696
|
)
|
|||
Non-GAAP income (loss) from continuing operations, net of tax
|
|
$
|
(12,889
|
)
|
|
$
|
(6,839
|
)
|
|
$
|
18,183
|
|
|
|
|
|
|
|
|
||||||
Non-GAAP income (loss) from continuing operations, net of tax per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.32
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
(0.32
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing non-GAAP income (loss) from continuing operations, net of tax per share
|
|
|
|
|
|
|
||||||
Basic
|
|
39,991
|
|
|
38,796
|
|
|
40,310
|
|
|||
Diluted
|
|
39,991
|
|
|
38,796
|
|
|
41,919
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
7,486
|
|
|||
Income (loss) from continuing operations, net of tax
|
|
(23,063
|
)
|
|
(29,524
|
)
|
|
5,581
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Legal settlement
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|||
Restructuring costs
|
|
1,150
|
|
|
4,412
|
|
|
1,671
|
|
|||
Stock-based compensation expense
|
|
11,428
|
|
|
11,535
|
|
|
8,647
|
|
|||
Depreciation and amortization
|
|
5,239
|
|
|
6,759
|
|
|
8,408
|
|
|||
Interest and other income, net
|
|
(2,267
|
)
|
|
(1,288
|
)
|
|
(1,207
|
)
|
|||
Provision (benefit) for income taxes
|
|
(13,006
|
)
|
|
(4,015
|
)
|
|
1,093
|
|
|||
Adjusted EBITDA from continuing operations
|
|
$
|
(20,519
|
)
|
|
$
|
(12,121
|
)
|
|
$
|
25,493
|
|
•
|
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,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Cost of revenue
|
|
$
|
98
|
|
|
$
|
100
|
|
|
$
|
149
|
|
Research and development
|
|
5,275
|
|
|
4,490
|
|
|
3,509
|
|
|||
Selling and marketing
|
|
2,943
|
|
|
3,306
|
|
|
2,290
|
|
|||
General and administrative
|
|
3,112
|
|
|
3,639
|
|
|
2,699
|
|
|||
Total stock-based compensation expense
|
|
$
|
11,428
|
|
|
$
|
11,535
|
|
|
$
|
8,647
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Expected volatility
|
|
54
|
%
|
|
62
|
%
|
|
72
|
%
|
Expected term (in years)
|
|
4.38
|
|
|
4.45
|
|
|
4.79
|
|
Risk-free interest rate
|
|
1.60
|
%
|
|
1.44
|
%
|
|
0.67
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
Consolidated Statements of Operations Data
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
(in thousands)
|
|
|
||||||
Product
|
|
$
|
100,768
|
|
|
$
|
72,747
|
|
|
$
|
69,162
|
|
Services
|
|
59,471
|
|
|
77,566
|
|
|
122,638
|
|
|||
Total revenue
|
|
160,239
|
|
|
150,313
|
|
|
191,800
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
55,270
|
|
|
36,775
|
|
|
38,164
|
|
|||
Services
|
|
23,514
|
|
|
24,066
|
|
|
30,949
|
|
|||
Total cost of revenue
|
|
78,784
|
|
|
60,841
|
|
|
69,113
|
|
|||
Gross profit
|
|
81,455
|
|
|
89,472
|
|
|
122,687
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
68,060
|
|
|
60,573
|
|
|
60,349
|
|
|||
Sales and marketing
|
|
26,975
|
|
|
33,138
|
|
|
30,435
|
|
|||
General and administrative
|
|
23,606
|
|
|
26,176
|
|
|
24,765
|
|
|||
Restructuring costs
|
|
1,150
|
|
|
4,412
|
|
|
1,671
|
|
|||
Total operating expenses
|
|
119,791
|
|
|
124,299
|
|
|
117,220
|
|
|||
Operating income (loss)
|
|
(38,336
|
)
|
|
(34,827
|
)
|
|
5,467
|
|
|||
Other income, net
|
|
2,267
|
|
|
1,288
|
|
|
1,207
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
|
(36,069
|
)
|
|
(33,539
|
)
|
|
6,674
|
|
|||
Provision (benefit) for income taxes
|
|
(13,006
|
)
|
|
(4,015
|
)
|
|
1,093
|
|
|||
Income (loss) from continuing operations, net of tax
|
|
(23,063
|
)
|
|
(29,524
|
)
|
|
5,581
|
|
|||
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
7,486
|
|
|||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
|
|
Fiscal Year Ended June 30, 2013
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Revenue:
|
|
(as a percentage of revenue)
|
|||||||
Product
|
|
63
|
%
|
|
48
|
%
|
|
36
|
%
|
Services
|
|
37
|
%
|
|
52
|
%
|
|
64
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|||
Product
|
|
34
|
%
|
|
24
|
%
|
|
20
|
%
|
Services
|
|
15
|
%
|
|
16
|
%
|
|
16
|
%
|
Total cost of revenue
|
|
49
|
%
|
|
40
|
%
|
|
36
|
%
|
Gross profit
|
|
51
|
%
|
|
60
|
%
|
|
64
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Research and development
|
|
42
|
%
|
|
41
|
%
|
|
31
|
%
|
Sales and marketing
|
|
17
|
%
|
|
22
|
%
|
|
16
|
%
|
General and administrative
|
|
15
|
%
|
|
17
|
%
|
|
13
|
%
|
Restructuring costs
|
|
1
|
%
|
|
3
|
%
|
|
1
|
%
|
Total operating expenses
|
|
75
|
%
|
|
83
|
%
|
|
61
|
%
|
Operating income (loss)
|
|
(24
|
)%
|
|
(23
|
)%
|
|
3
|
%
|
Other income, net
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Income (loss) before provision for income taxes
|
|
(23
|
)%
|
|
(22
|
)%
|
|
3
|
%
|
Provision (benefit) for income taxes
|
|
(9
|
)%
|
|
(2
|
)%
|
|
—
|
%
|
Income (loss) from continuing operations, net of tax
|
|
(14
|
)%
|
|
(20
|
)%
|
|
3
|
%
|
Income from discontinued operations, net of tax
|
|
—
|
%
|
|
—
|
%
|
|
4
|
%
|
Net income (loss)
|
|
(14
|
)%
|
|
(20
|
)%
|
|
7
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
103,100
|
|
|
$
|
75,153
|
|
|
$
|
71,476
|
|
Advertising
|
|
17,941
|
|
|
11,699
|
|
|
3,935
|
|
|||
Mobile Navigation
|
|
39,198
|
|
|
63,461
|
|
|
116,389
|
|
|||
Total revenue
|
|
160,239
|
|
|
150,313
|
|
|
191,800
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
||||||
Automotive
|
|
56,319
|
|
|
37,135
|
|
|
38,247
|
|
|||
Advertising
|
|
11,710
|
|
|
7,012
|
|
|
2,506
|
|
|||
Mobile Navigation
|
|
10,755
|
|
|
16,694
|
|
|
28,360
|
|
|||
Total cost of revenue
|
|
78,784
|
|
|
60,841
|
|
|
69,113
|
|
|||
Gross profit
|
|
|
|
|
|
|
||||||
Automotive
|
|
46,781
|
|
|
38,018
|
|
|
33,229
|
|
|||
Advertising
|
|
6,231
|
|
|
4,687
|
|
|
1,429
|
|
|||
Mobile Navigation
|
|
28,443
|
|
|
46,767
|
|
|
88,029
|
|
|||
Total gross profit
|
|
$
|
81,455
|
|
|
$
|
89,472
|
|
|
$
|
122,687
|
|
Gross margin
|
|
|
|
|
|
|
||||||
Automotive
|
|
45
|
%
|
|
51
|
%
|
|
46
|
%
|
|||
Advertising
|
|
35
|
%
|
|
40
|
%
|
|
36
|
%
|
|||
Mobile Navigation
|
|
73
|
%
|
|
74
|
%
|
|
76
|
%
|
|||
Total gross margin
|
|
51
|
%
|
|
60
|
%
|
|
64
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(7,696
|
)
|
|
$
|
(22,553
|
)
|
|
$
|
42,913
|
|
Net cash provided by (used in) investing activities
|
|
16,052
|
|
|
20,132
|
|
|
(185
|
)
|
|||
Net cash used in financing activities
|
|
(2,471
|
)
|
|
(8,883
|
)
|
|
(23,874
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,698
|
)
|
|
51
|
|
|
13
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
4,187
|
|
|
$
|
(11,253
|
)
|
|
$
|
18,867
|
|
|
|
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)
|
|
$
|
23,764
|
|
|
$
|
6,508
|
|
|
$
|
9,581
|
|
|
$
|
7,675
|
|
|
$
|
—
|
|
Purchase obligations(2)
|
|
2,089
|
|
|
1,812
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
25,853
|
|
|
$
|
8,320
|
|
|
$
|
9,858
|
|
|
$
|
7,675
|
|
|
$
|
—
|
|
(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/ GRANT THORNTON LLP
|
|
San Jose, California
August 24, 2015 |
|
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.
|
|
10-K
|
|
10.13.7
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.13.8
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.13.9
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.14.9
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.14.10
|
|
8/30/2013
|
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
|
10.16.22†
|
|
Seventeenth Amendment dated June 27, 2013 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-Q/A
|
|
10.16.22
|
|
2/27/2014
|
10.16.23†
|
|
Fourth Amendment dated October 2, 2013 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., and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to HERE North America, LLC (f/k/a NAVTEQ North America, LLC).
|
|
10-Q
|
|
10.16.23
|
|
11/8/2013
|
10.16.24
|
|
Eighteenth Amendment dated January 28, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-Q
|
|
10.16.24
|
|
2/6/2014
|
10.16.25†
|
|
Territory License No. 9, dated February 1, 2014 by and between HERE North America, LLC, HERE Europe B.V., NAVTEQ Korea Co. Ltd, and Telenav, Inc.
|
|
10-Q
|
|
10.16.25
|
|
5/8/2014
|
10.16.26†
|
|
General License Agreement, dated February 10, 2014 by and between HERE North America, LLC, and Telenav, Inc.
|
|
10-Q
|
|
10.16.26
|
|
5/8/2014
|
10.16.27†
|
|
Nineteenth Amendment dated May 20, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-K
|
|
10.16.27
|
|
8/22/2014
|
10.16.28†
|
|
First Amendment, dated June 12, 2014, to Territory License No. 9, dated as of February 1, 2014, by and between Telenav, Inc., and HERE North America, LLC (f/k/a NAVTEQ North America, LLC).”
|
|
10-K
|
|
10.16.28
|
|
8/22/2014
|
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.)
|
|
10-Q
|
|
10.16.29
|
|
11/6/2014
|
10.16.30†
|
|
Patent License Agreement, dated January 1, 2014, by and between Telenav, Inc., and HERE Global B.V. (f/k/a Navteq B.V.)
|
|
10-Q
|
|
10.16.30
|
|
2/5/2015
|
10.16.31+
|
|
Territory License No. 11, dated April 3, 2015 by and between HERE North America, LLC, HERE Europe B.V., and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.17#
|
|
Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski.
|
|
10-K
|
|
10.17
|
|
9/24/2010
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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
|
10.23.1#
|
|
Amendment No. 1 dated December 20, 2013 to the Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.
|
|
10-Q
|
|
10.23.1
|
|
2/6/2014
|
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
|
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
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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.
|
|
10-K
|
|
10.26.11
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.26.12
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.26.13
|
|
8/30/2013
|
10.26.14†
|
|
Amendment No. 14 effective October 1, 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.
|
|
10-Q
|
|
10.26.14
|
|
11/8/2013
|
10.26.15†
|
|
Amendment No. 15 effective November 18, 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.
|
|
10-Q
|
|
10.26.15
|
|
2/6/2014
|
10.26.16†
|
|
Amendment No. 16 effective April 17, 2014 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
|
|
10.26.16
|
|
5/8/2014
|
10.26.17†
|
|
Amendment No. 17 effective January 1, 2015 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
|
|
10.26.17
|
|
5/7/2015
|
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
|
10.30#
|
|
Employment Offer Letter dated April 8, 2014 from Telenav, Inc. to Vincent Uttley
|
|
10-K
|
|
10.30
|
|
8/22/2014
|
10.31#
|
|
Vincent Uttley Employment Agreement dated April 11, 2014 by and between Telenav, Inc. and Vincent Uttley
|
|
10-K
|
|
10.31
|
|
8/22/2014
|
10.32#
|
|
Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
10-Q
|
|
10.32
|
|
2/5/2015
|
10.33#
|
|
Form of Restricted Stock Unit Award Agreement under the Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan
|
|
10-Q
|
|
10.33
|
|
2/5/2015
|
10.34#
|
|
Separation Agreement, dated November 18, 2014, by and between Telenav, Inc. and Vincent Nakayama
|
|
10-Q
|
|
10.34
|
|
2/5/2015
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm -
Grant Thornton LLP
|
|
Filed herewith
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm -
Ernst & Young LLP
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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
|
|
|
|
|
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 24, 2015
|
|
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 24, 2015
|
Dr. HP Jin
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MICHAEL STRAMBI
|
|
Chief Financial Officer and Treasurer
|
|
August 24, 2015
|
Michael Strambi
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ SAMUEL CHEN
|
|
Director
|
|
August 24, 2015
|
Samuel Chen
|
|
|
|
|
|
|
|
|
|
/s/ HON JANE (JASON) CHIU
|
|
Director
|
|
August 24, 2015
|
Hon Jane (Jason) Chiu
|
|
|
|
|
|
|
|
|
|
/s/ DOUGLAS MILLER
|
|
Director
|
|
August 24, 2015
|
Douglas Miller
|
|
|
|
|
|
|
|
|
|
/s/ KEN XIE
|
|
Director
|
|
August 24, 2015
|
Ken Xie
|
|
|
|
|
|
|
|
|
|
/s/ JOSEPH M. ZAELIT
|
|
Director
|
|
August 24, 2015
|
Joseph M. Zaelit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
Grant Thornton LLP
|
|
|
|
|
Ernst & Young LLP
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
/s/ GRANT THORNTON LLP
|
|
San Jose, California
August 24, 2015 |
|
|
/s/ Ernst & Young LLP
|
San Jose, California
August 22, 2014 |
|
except for Notes 5 and 13, as to which the date is
|
|
August 24, 2015
|
|
|
|
June 30,
2015 |
|
June 30,
2014 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18,721
|
|
|
$
|
14,534
|
|
Short-term investments
|
|
101,195
|
|
|
122,315
|
|
||
Accounts receivable, net of allowances of $211 and $206 at June 30, 2015 and 2014, respectively
|
|
36,493
|
|
|
25,762
|
|
||
Deferred income taxes, net
|
|
327
|
|
|
784
|
|
||
Restricted cash
|
|
4,878
|
|
|
5,995
|
|
||
Income taxes receivable
|
|
6,080
|
|
|
6,932
|
|
||
Prepaid expenses and other current assets
|
|
4,288
|
|
|
9,491
|
|
||
Total current assets
|
|
171,982
|
|
|
185,813
|
|
||
Property and equipment, net
|
|
7,126
|
|
|
8,814
|
|
||
Deferred income taxes, net, non-current
|
|
443
|
|
|
550
|
|
||
Goodwill and intangible assets, net
|
|
37,528
|
|
|
40,733
|
|
||
Other assets
|
|
6,843
|
|
|
3,931
|
|
||
Total assets
|
|
$
|
223,922
|
|
|
$
|
239,841
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
830
|
|
|
$
|
502
|
|
Accrued compensation
|
|
9,628
|
|
|
12,874
|
|
||
Accrued royalties
|
|
9,358
|
|
|
3,671
|
|
||
Other accrued expenses
|
|
10,918
|
|
|
12,343
|
|
||
Deferred revenue
|
|
2,109
|
|
|
2,381
|
|
||
Income taxes payable
|
|
724
|
|
|
804
|
|
||
Total current liabilities
|
|
33,567
|
|
|
32,575
|
|
||
Deferred rent, non-current
|
|
4,858
|
|
|
7,129
|
|
||
Deferred revenue, long-term
|
|
4,719
|
|
|
55
|
|
||
Other long-term liabilities
|
|
4,595
|
|
|
7,677
|
|
||
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; 40,537 shares and 39,462 shares issued and outstanding at June 30, 2015 and 2014, respectively
|
|
41
|
|
|
40
|
|
||
Additional paid-in capital
|
|
140,406
|
|
|
129,278
|
|
||
Accumulated other comprehensive income (loss)
|
|
(1,540
|
)
|
|
576
|
|
||
Retained earnings
|
|
37,276
|
|
|
62,511
|
|
||
Total stockholders’ equity
|
|
176,183
|
|
|
192,405
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
223,922
|
|
|
$
|
239,841
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
$
|
100,768
|
|
|
$
|
72,747
|
|
|
$
|
69,162
|
|
Services
|
|
59,471
|
|
|
77,566
|
|
|
122,638
|
|
|||
Total revenue
|
|
160,239
|
|
|
150,313
|
|
|
191,800
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
55,270
|
|
|
36,775
|
|
|
38,164
|
|
|||
Services
|
|
23,514
|
|
|
24,066
|
|
|
30,949
|
|
|||
Total cost of revenue
|
|
78,784
|
|
|
60,841
|
|
|
69,113
|
|
|||
Gross profit
|
|
81,455
|
|
|
89,472
|
|
|
122,687
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
68,060
|
|
|
60,573
|
|
|
60,349
|
|
|||
Sales and marketing
|
|
26,975
|
|
|
33,138
|
|
|
30,435
|
|
|||
General and administrative
|
|
23,606
|
|
|
26,176
|
|
|
24,765
|
|
|||
Restructuring costs
|
|
1,150
|
|
|
4,412
|
|
|
1,671
|
|
|||
Total operating expenses
|
|
119,791
|
|
|
124,299
|
|
|
117,220
|
|
|||
Operating income (loss)
|
|
(38,336
|
)
|
|
(34,827
|
)
|
|
5,467
|
|
|||
Other income, net
|
|
2,267
|
|
|
1,288
|
|
|
1,207
|
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(36,069
|
)
|
|
(33,539
|
)
|
|
6,674
|
|
|||
Provision (benefit) for income taxes
|
|
(13,006
|
)
|
|
(4,015
|
)
|
|
1,093
|
|
|||
Income (loss) from continuing operations, net of tax
|
|
(23,063
|
)
|
|
(29,524
|
)
|
|
5,581
|
|
|||
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
7,486
|
|
|||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.14
|
|
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.32
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.13
|
|
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.31
|
|
Weighted average shares used in computing income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
39,991
|
|
|
38,796
|
|
|
40,310
|
|
|||
Diluted
|
|
39,991
|
|
|
38,796
|
|
|
41,919
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of tax
|
|
(1,698
|
)
|
|
51
|
|
|
13
|
|
|||
Available for sale securities:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
(156
|
)
|
|
284
|
|
|
74
|
|
|||
Reclassification adjustments for loss on available-for-sale securities recognized, net of tax
|
|
(262
|
)
|
|
(132
|
)
|
|
(84
|
)
|
|||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
(418
|
)
|
|
152
|
|
|
(10
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(2,116
|
)
|
|
203
|
|
|
3
|
|
|||
Comprehensive income (loss)
|
|
$
|
(25,179
|
)
|
|
$
|
(29,321
|
)
|
|
$
|
13,070
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
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
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchases of common stock
|
|
(3,715
|
)
|
|
(4
|
)
|
|
(11,846
|
)
|
|
—
|
|
|
(14,460
|
)
|
|
(26,310
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,647
|
|
|
—
|
|
|
—
|
|
|
8,647
|
|
|||||
Excess tax benefit from employee stock options
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,067
|
|
|
13,067
|
|
|||||
Balance at June 30, 2013
|
|
39,342
|
|
|
$
|
40
|
|
|
$
|
118,193
|
|
|
$
|
373
|
|
|
$
|
95,858
|
|
|
$
|
214,464
|
|
Issuance of common stock upon exercise of stock options
|
|
217
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|||||
Release of restricted stock units
|
|
440
|
|
|
—
|
|
|
(1,570
|
)
|
|
—
|
|
|
—
|
|
|
(1,570
|
)
|
|||||
Issuance of common stock in connection with acquisition
|
|
732
|
|
|
1
|
|
|
4,609
|
|
|
—
|
|
|
—
|
|
|
4,610
|
|
|||||
Repurchases of common stock
|
|
(1,269
|
)
|
|
(1
|
)
|
|
(4,075
|
)
|
|
—
|
|
|
(3,823
|
)
|
|
(7,899
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
11,535
|
|
|
—
|
|
|
—
|
|
|
11,535
|
|
|||||
Excess tax benefit from employee stock options
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||
Unrealized net gain on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
152
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,524
|
)
|
|
(29,524
|
)
|
|||||
Balance at June 30, 2014
|
|
39,462
|
|
|
$
|
40
|
|
|
$
|
129,278
|
|
|
$
|
576
|
|
|
$
|
62,511
|
|
|
$
|
192,405
|
|
Issuance of common stock upon exercise of stock options
|
|
889
|
|
|
1
|
|
|
4,411
|
|
|
—
|
|
|
—
|
|
|
4,412
|
|
|||||
Release of restricted stock units
|
|
683
|
|
|
—
|
|
|
(3,103
|
)
|
|
—
|
|
|
—
|
|
|
(3,103
|
)
|
|||||
Repurchases of common stock
|
|
(497
|
)
|
|
—
|
|
|
(1,608
|
)
|
|
—
|
|
|
(2,172
|
)
|
|
(3,780
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
11,428
|
|
|
—
|
|
|
—
|
|
|
11,428
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,698
|
)
|
|
—
|
|
|
(1,698
|
)
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
|
(418
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,063
|
)
|
|
(23,063
|
)
|
|||||
Balance at June 30, 2015
|
|
40,537
|
|
|
$
|
41
|
|
|
$
|
140,406
|
|
|
$
|
(1,540
|
)
|
|
$
|
37,276
|
|
|
$
|
176,183
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
5,239
|
|
|
6,759
|
|
|
8,408
|
|
|||
Accretion of premium, net on short-term investments
|
|
1,318
|
|
|
3,500
|
|
|
4,424
|
|
|||
Stock-based compensation expense
|
|
11,428
|
|
|
11,535
|
|
|
8,647
|
|
|||
Valuation allowance on deferred tax assets
|
|
(778
|
)
|
|
7,398
|
|
|
—
|
|
|||
Bad debt expense
|
|
33
|
|
|
132
|
|
|
—
|
|
|||
Write-off of long-term investments
|
|
1,302
|
|
|
250
|
|
|
335
|
|
|||
Write-off due to impairment of capitalized software
|
|
—
|
|
|
—
|
|
|
438
|
|
|||
Loss on disposal of property and equipment
|
|
73
|
|
|
112
|
|
|
173
|
|
|||
Excess tax benefits from employee stock options
|
|
—
|
|
|
310
|
|
|
305
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(10,764
|
)
|
|
2,477
|
|
|
(2,559
|
)
|
|||
Deferred income taxes
|
|
1,342
|
|
|
(4,095
|
)
|
|
(1,801
|
)
|
|||
Restricted cash
|
|
1,117
|
|
|
(3,327
|
)
|
|
(2,428
|
)
|
|||
Income taxes receivable
|
|
852
|
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
|
5,203
|
|
|
(5,248
|
)
|
|
2,979
|
|
|||
Other assets
|
|
(2,161
|
)
|
|
(649
|
)
|
|
(730
|
)
|
|||
Accounts payable
|
|
328
|
|
|
(1,331
|
)
|
|
(1,221
|
)
|
|||
Accrued compensation
|
|
(3,246
|
)
|
|
3,612
|
|
|
(261
|
)
|
|||
Accrued royalties
|
|
5,687
|
|
|
(6,162
|
)
|
|
5,436
|
|
|||
Accrued expenses and other liabilities
|
|
(4,699
|
)
|
|
(2,645
|
)
|
|
10,152
|
|
|||
Income taxes payable
|
|
(80
|
)
|
|
398
|
|
|
(1,456
|
)
|
|||
Deferred rent
|
|
(1,219
|
)
|
|
(1,354
|
)
|
|
1,295
|
|
|||
Deferred revenue
|
|
4,392
|
|
|
(4,701
|
)
|
|
(2,290
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
(7,696
|
)
|
|
(22,553
|
)
|
|
42,913
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(1,208
|
)
|
|
(1,053
|
)
|
|
(2,248
|
)
|
|||
Additions to capitalized software
|
|
—
|
|
|
—
|
|
|
(948
|
)
|
|||
Purchases of short-term investments
|
|
(113,144
|
)
|
|
(66,350
|
)
|
|
(124,707
|
)
|
|||
Purchases of long-term investments
|
|
(2,500
|
)
|
|
(600
|
)
|
|
(950
|
)
|
|||
Proceeds from sales of long-term investments
|
|
376
|
|
|
795
|
|
|
—
|
|
|||
Proceeds from sales and maturities of short-term investments
|
|
132,528
|
|
|
106,585
|
|
|
146,922
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(19,245
|
)
|
|
(18,254
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
16,052
|
|
|
20,132
|
|
|
(185
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
|
4,412
|
|
|
896
|
|
|
2,792
|
|
|||
Repurchase of common stock
|
|
(3,780
|
)
|
|
(7,899
|
)
|
|
(26,310
|
)
|
|||
Tax withholdings related to net share settlements of restricted stock units
|
|
(3,103
|
)
|
|
(1,570
|
)
|
|
(51
|
)
|
|||
Excess tax benefits from employee stock options
|
|
—
|
|
|
(310
|
)
|
|
(305
|
)
|
|||
Net cash used in financing activities
|
|
(2,471
|
)
|
|
(8,883
|
)
|
|
(23,874
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,698
|
)
|
|
51
|
|
|
13
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
4,187
|
|
|
(11,253
|
)
|
|
18,867
|
|
|||
Cash and cash equivalents, at beginning of period
|
|
14,534
|
|
|
25,787
|
|
|
6,920
|
|
|||
Cash and cash equivalents, at end of period
|
|
$
|
18,721
|
|
|
$
|
14,534
|
|
|
$
|
25,787
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Income taxes paid (received), net
|
|
$
|
(10,754
|
)
|
|
$
|
1,002
|
|
|
$
|
2,893
|
|
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, 2013
|
|
$
|
270
|
|
|
$
|
103
|
|
|
$
|
373
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
51
|
|
|
284
|
|
|
335
|
|
|||
Amount reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(132
|
)
|
|
(132
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
51
|
|
|
152
|
|
|
203
|
|
|||
Balance, net of tax as of June 30, 2014
|
|
$
|
321
|
|
|
$
|
255
|
|
|
$
|
576
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(1,698
|
)
|
|
(156
|
)
|
|
(1,854
|
)
|
|||
Amount reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(262
|
)
|
|
(262
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(1,698
|
)
|
|
(418
|
)
|
|
(2,116
|
)
|
|||
Balance, net of tax as of June 30, 2015
|
|
$
|
(1,377
|
)
|
|
$
|
(163
|
)
|
|
$
|
(1,540
|
)
|
2.
|
Net income (loss) per share
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
5,581
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
7,486
|
|
|||
Net income (loss)
|
|
$
|
(23,063
|
)
|
|
$
|
(29,524
|
)
|
|
$
|
13,067
|
|
|
|
|
|
|
|
|
||||||
Shares used in computing income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing basic income (loss) per share
|
|
39,991
|
|
|
38,796
|
|
|
40,310
|
|
|||
Diluted:
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing basic income (loss) per share
|
|
39,991
|
|
|
38,796
|
|
|
40,310
|
|
|||
Add weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
—
|
|
|
—
|
|
|
1,517
|
|
|||
Restricted common stock and restricted stock units
|
|
—
|
|
|
—
|
|
|
92
|
|
|||
Weighted average shares used in computing diluted income (loss) per share
|
|
39,991
|
|
|
38,796
|
|
|
41,919
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.14
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.18
|
|
|||
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.32
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.13
|
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.18
|
|
|||
Net income (loss)
|
|
$
|
(0.58
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
0.31
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Stock options
|
|
4,781
|
|
|
5,697
|
|
|
4,876
|
|
Restricted common stock and restricted stock units
|
|
4,290
|
|
|
4,791
|
|
|
406
|
|
Total
|
|
9,071
|
|
|
10,488
|
|
|
5,282
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
10,806
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,806
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
7,915
|
|
|
—
|
|
|
—
|
|
|
7,915
|
|
||||
Total cash equivalents
|
|
7,915
|
|
|
—
|
|
|
—
|
|
|
7,915
|
|
||||
Total cash and cash equivalents
|
|
18,721
|
|
|
—
|
|
|
—
|
|
|
18,721
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
16,977
|
|
|
9
|
|
|
(3
|
)
|
|
16,983
|
|
||||
Municipal securities
|
|
10,018
|
|
|
8
|
|
|
(9
|
)
|
|
10,017
|
|
||||
Commercial paper
|
|
1,996
|
|
|
2
|
|
|
—
|
|
|
1,998
|
|
||||
Agency bonds
|
|
7,642
|
|
|
6
|
|
|
(2
|
)
|
|
7,646
|
|
||||
Corporate bonds
|
|
64,587
|
|
|
39
|
|
|
(75
|
)
|
|
64,551
|
|
||||
Total short-term investments
|
|
101,220
|
|
|
64
|
|
|
(89
|
)
|
|
101,195
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
119,941
|
|
|
$
|
64
|
|
|
$
|
(89
|
)
|
|
$
|
119,916
|
|
|
|
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
|
|
$
|
42,531
|
|
|
$
|
42,524
|
|
Due between one and two years
|
|
41,185
|
|
|
41,171
|
|
||
Due after two years
|
|
17,504
|
|
|
17,500
|
|
||
Total
|
|
$
|
101,220
|
|
|
$
|
101,195
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at June 30, 2015 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
|
|
$
|
7,915
|
|
|
$
|
7,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
7,915
|
|
|
7,915
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed securities
|
|
16,983
|
|
|
—
|
|
|
16,983
|
|
|
—
|
|
||||
Municipal securities
|
|
10,017
|
|
|
—
|
|
|
10,017
|
|
|
—
|
|
||||
Commercial paper
|
|
1,998
|
|
|
—
|
|
|
1,998
|
|
|
—
|
|
||||
Agency bonds
|
|
7,646
|
|
|
—
|
|
|
7,646
|
|
|
—
|
|
||||
Corporate bonds
|
|
64,551
|
|
|
—
|
|
|
64,551
|
|
|
—
|
|
||||
Total short-term investments
|
|
101,195
|
|
|
—
|
|
|
101,195
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
109,110
|
|
|
$
|
7,915
|
|
|
$
|
101,195
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Computers and equipment
|
|
$
|
14,166
|
|
|
$
|
16,773
|
|
Computer software
|
|
2,393
|
|
|
2,118
|
|
||
Furniture and fixtures
|
|
2,459
|
|
|
2,510
|
|
||
Automobiles
|
|
488
|
|
|
566
|
|
||
Leasehold improvements
|
|
8,245
|
|
|
8,288
|
|
||
|
|
27,751
|
|
|
30,255
|
|
||
Less accumulated depreciation and amortization
|
|
(20,625
|
)
|
|
(21,441
|
)
|
||
Property and equipment, net
|
|
$
|
7,126
|
|
|
$
|
8,814
|
|
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Acquired developed technology
|
|
$
|
13,875
|
|
|
$
|
13,902
|
|
Less accumulated amortization
|
|
(7,675
|
)
|
|
(4,497
|
)
|
||
Intangible assets, net
|
|
$
|
6,200
|
|
|
$
|
9,405
|
|
|
|
June 30, 2013
|
|
Acquisitions
|
|
June 30, 2014
|
|
Acquisitions
|
|
June 30, 2015
|
||||||||||
Automotive
|
|
$
|
—
|
|
|
$
|
14,320
|
|
|
$
|
14,320
|
|
|
$
|
—
|
|
|
$
|
14,320
|
|
Advertising
|
|
14,343
|
|
|
—
|
|
|
14,343
|
|
|
—
|
|
|
14,343
|
|
|||||
Mobile Navigation
|
|
78
|
|
|
2,587
|
|
|
2,665
|
|
|
—
|
|
|
2,665
|
|
|||||
Goodwill
|
|
$
|
14,421
|
|
|
$
|
16,907
|
|
|
$
|
31,328
|
|
|
$
|
—
|
|
|
$
|
31,328
|
|
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Overpayments from customers
|
|
$
|
4,976
|
|
|
$
|
6,508
|
|
Other
|
|
5,942
|
|
|
5,835
|
|
||
Other accrued expenses
|
|
$
|
10,918
|
|
|
$
|
12,343
|
|
Fiscal Year:
|
|
||
2016
|
$
|
6,508
|
|
2017
|
4,665
|
|
|
2018
|
4,916
|
|
|
2019
|
5,410
|
|
|
2020
|
2,265
|
|
|
Total minimum lease payments
|
$
|
23,764
|
|
|
|
Number of
shares
|
|
Weighted
average
exercise price
per share
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic value
|
|||||
Options outstanding as of June 30, 2014
|
|
5,697
|
|
|
$
|
5.59
|
|
|
|
|
|
||
Granted
|
|
587
|
|
|
5.65
|
|
|
|
|
|
|||
Exercised
|
|
(890
|
)
|
|
4.96
|
|
|
|
|
|
|||
Canceled
|
|
(613
|
)
|
|
8.01
|
|
|
|
|
|
|||
Options outstanding as of June 30, 2015
|
|
4,781
|
|
|
$
|
5.40
|
|
|
4.58
|
|
$
|
13,960
|
|
As of June 30, 2015:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
4,620
|
|
|
$
|
5.34
|
|
|
4.52
|
|
$
|
13,757
|
|
Options exercisable
|
|
3,709
|
|
|
$
|
5.02
|
|
|
4.00
|
|
$
|
12,450
|
|
|
|
Number of
Shares
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Aggregate
intrinsic value
|
|||
RSUs outstanding as of June 30, 2014
|
|
4,710
|
|
|
|
|
|
||
Granted
|
|
1,891
|
|
|
|
|
|
||
Vested
|
|
(1,094
|
)
|
|
|
|
|
||
Canceled
|
|
(1,217
|
)
|
|
|
|
|
||
RSUs outstanding as of June 30, 2015
|
|
4,290
|
|
|
1.51
|
|
$
|
34,536
|
|
As of June 30, 2015:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
3,615
|
|
|
1.39
|
|
$
|
29,097
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2013
|
|
852
|
|
Additional shares authorized pursuant to annual increase provisions of 2009 Equity Incentive Plan
|
|
1,574
|
|
Additional shares authorized outside of plans in connection with acquisition of skobbler
|
|
635
|
|
Granted
|
|
(3,923
|
)
|
RSUs withheld for taxes in net share settlements
|
|
270
|
|
Canceled
|
|
1,197
|
|
Shares available for grant as of June 30, 2014
|
|
605
|
|
Additional shares authorized pursuant to annual increase provisions of 2009 Equity Incentive Plan
|
|
1,578
|
|
Granted
|
|
(2,478
|
)
|
RSUs withheld for taxes in net share settlements
|
|
409
|
|
Canceled
|
|
1,833
|
|
Shares available for grant as of June 30, 2015
|
|
1,947
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenue
|
|
$
|
98
|
|
|
$
|
100
|
|
|
$
|
149
|
|
Research and development
|
|
5,275
|
|
|
4,490
|
|
|
3,509
|
|
|||
Selling and marketing
|
|
2,943
|
|
|
3,306
|
|
|
2,290
|
|
|||
General and administrative
|
|
3,112
|
|
|
3,639
|
|
|
2,699
|
|
|||
Total stock-based compensation expense
|
|
$
|
11,428
|
|
|
$
|
11,535
|
|
|
$
|
8,647
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock option awards
|
|
$
|
2,071
|
|
|
$
|
3,930
|
|
|
$
|
5,837
|
|
RSU awards
|
|
8,851
|
|
|
5,781
|
|
|
1,491
|
|
|||
Restricted common stock
|
|
506
|
|
|
1,824
|
|
|
1,319
|
|
|||
Total stock-based compensation expense
|
|
$
|
11,428
|
|
|
$
|
11,535
|
|
|
$
|
8,647
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Expected volatility
|
|
54
|
%
|
|
62
|
%
|
|
72
|
%
|
Expected term (in years)
|
|
4.38
|
|
|
4.45
|
|
|
4.79
|
|
Risk-free interest rate
|
|
1.60
|
%
|
|
1.44
|
%
|
|
0.67
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Stock options outstanding
|
|
4,781
|
|
RSUs outstanding
|
|
4,290
|
|
Available for future grants
|
|
1,947
|
|
Total common shares reserved for future issuance
|
|
11,018
|
|
9.
|
Income taxes
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
(37,583
|
)
|
|
$
|
(34,549
|
)
|
|
$
|
4,724
|
|
Foreign
|
|
1,514
|
|
|
1,010
|
|
|
1,950
|
|
|||
Income (loss) from continuing operations
|
|
(36,069
|
)
|
|
(33,539
|
)
|
|
6,674
|
|
|||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
11,712
|
|
|||
Total income (loss) before provision (benefit) for income taxes
|
|
$
|
(36,069
|
)
|
|
$
|
(33,539
|
)
|
|
$
|
18,386
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(10,214
|
)
|
|
$
|
(7,506
|
)
|
|
$
|
2,823
|
|
State
|
|
(3,674
|
)
|
|
(397
|
)
|
|
176
|
|
|||
Foreign
|
|
219
|
|
|
555
|
|
|
487
|
|
|||
Total current income taxes
|
|
(13,669
|
)
|
|
(7,348
|
)
|
|
3,486
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
1,334
|
|
|
3,205
|
|
|
(2,315
|
)
|
|||
State
|
|
—
|
|
|
128
|
|
|
(78
|
)
|
|||
Foreign
|
|
(671
|
)
|
|
—
|
|
|
—
|
|
|||
Total deferred income taxes
|
|
663
|
|
|
3,333
|
|
|
(2,393
|
)
|
|||
Provision (benefit) for income taxes from continuing operations
|
|
(13,006
|
)
|
|
(4,015
|
)
|
|
1,093
|
|
|||
Provision for income taxes from discontinued operations
|
|
—
|
|
|
—
|
|
|
4,226
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
(13,006
|
)
|
|
$
|
(4,015
|
)
|
|
$
|
5,319
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Tax at federal statutory tax rate
|
|
$
|
(12,624
|
)
|
|
$
|
(11,738
|
)
|
|
$
|
6,435
|
|
State taxes—net of federal benefit
|
|
(893
|
)
|
|
(269
|
)
|
|
146
|
|
|||
Non-deductible expenses
|
|
68
|
|
|
495
|
|
|
522
|
|
|||
Research and development credits
|
|
(2,678
|
)
|
|
(983
|
)
|
|
(1,200
|
)
|
|||
Section 199 deduction
|
|
(907
|
)
|
|
425
|
|
|
(561
|
)
|
|||
Foreign income taxed at different rates
|
|
(276
|
)
|
|
(119
|
)
|
|
(195
|
)
|
|||
Stock-based compensation expense
|
|
1,011
|
|
|
1,368
|
|
|
1,291
|
|
|||
Transfer pricing adjustment
|
|
—
|
|
|
—
|
|
|
(1,002
|
)
|
|||
Tax exempt income
|
|
(844
|
)
|
|
(265
|
)
|
|
(364
|
)
|
|||
Change in valuation allowance - federal
|
|
6,138
|
|
|
6,959
|
|
|
—
|
|
|||
Change in tax accounting method
|
|
(1,121
|
)
|
|
—
|
|
|
—
|
|
|||
FIN 48 release
|
|
(827
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(53
|
)
|
|
112
|
|
|
247
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
(13,006
|
)
|
|
$
|
(4,015
|
)
|
|
$
|
5,319
|
|
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal, state and foreign net operating losses
|
|
$
|
5,003
|
|
|
$
|
4,324
|
|
Federal and state tax credits
|
|
5,530
|
|
|
2,327
|
|
||
Stock-based compensation
|
|
4,570
|
|
|
3,867
|
|
||
Accrued expenses and reserves
|
|
5,331
|
|
|
5,826
|
|
||
Foreign tax credits
|
|
—
|
|
|
320
|
|
||
Capitalized expense
|
|
333
|
|
|
413
|
|
||
Unrealized losses on investments
|
|
306
|
|
|
54
|
|
||
Acquired intangible assets
|
|
233
|
|
|
—
|
|
||
Total deferred tax assets:
|
|
21,306
|
|
|
17,131
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
(1,321
|
)
|
|
(1,808
|
)
|
||
Capitalized software
|
|
(1,150
|
)
|
|
(284
|
)
|
||
Acquired intangible assets
|
|
—
|
|
|
(736
|
)
|
||
Unrealized gains on investments
|
|
(393
|
)
|
|
—
|
|
||
Total deferred tax liabilities:
|
|
(2,864
|
)
|
|
(2,828
|
)
|
||
Deferred tax assets, net of liabilities:
|
|
18,442
|
|
|
14,303
|
|
||
Valuation allowance - worldwide
|
|
(17,672
|
)
|
|
(12,969
|
)
|
||
Net deferred tax assets:
|
|
$
|
770
|
|
|
$
|
1,334
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefit—beginning of period
|
|
$
|
6,931
|
|
|
$
|
6,340
|
|
|
$
|
4,431
|
|
Increase in tax positions taken during the current period
|
|
562
|
|
|
623
|
|
|
2,157
|
|
|||
Increase in tax positions taken during the prior period
|
|
170
|
|
|
555
|
|
|
219
|
|
|||
Decrease in tax positions taken during the prior period
|
|
—
|
|
|
(261
|
)
|
|
(467
|
)
|
|||
Decrease in tax positions due to settlements
|
|
(600
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(949
|
)
|
|
(326
|
)
|
|
—
|
|
|||
Unrecognized tax benefit—end of period
|
|
$
|
6,114
|
|
|
$
|
6,931
|
|
|
$
|
6,340
|
|
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
|
|
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
|
|
|
|
Severance and Benefits
|
|
Facility Exit Costs and Asset Impairment
|
|
Total
|
||||||
Balance at June 30, 2013
|
|
$
|
617
|
|
|
$
|
224
|
|
|
$
|
841
|
|
Restructuring expenses
|
|
2,454
|
|
|
1,958
|
|
|
4,412
|
|
|||
Cash payments
|
|
(945
|
)
|
|
(729
|
)
|
|
(1,674
|
)
|
|||
Other
|
|
—
|
|
|
1,290
|
|
|
1,290
|
|
|||
Balance at June 30, 2014
|
|
$
|
2,126
|
|
|
$
|
2,743
|
|
|
$
|
4,869
|
|
Restructuring expenses
|
|
—
|
|
|
1,150
|
|
|
1,150
|
|
|||
Cash payments
|
|
(2,123
|
)
|
|
(1,640
|
)
|
|
(3,763
|
)
|
|||
Other
|
|
(3
|
)
|
|
391
|
|
|
388
|
|
|||
Balance at June 30, 2015
|
|
$
|
—
|
|
|
$
|
2,644
|
|
|
$
|
2,644
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
103,100
|
|
|
$
|
75,153
|
|
|
$
|
71,476
|
|
Advertising
|
|
17,941
|
|
|
11,699
|
|
|
3,935
|
|
|||
Mobile Navigation
|
|
39,198
|
|
|
63,461
|
|
|
116,389
|
|
|||
Total revenue
|
|
160,239
|
|
|
150,313
|
|
|
191,800
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
||||||
Automotive
|
|
56,319
|
|
|
37,135
|
|
|
38,247
|
|
|||
Advertising
|
|
11,710
|
|
|
7,012
|
|
|
2,506
|
|
|||
Mobile Navigation
|
|
10,755
|
|
|
16,694
|
|
|
28,360
|
|
|||
Total cost of revenue
|
|
78,784
|
|
|
60,841
|
|
|
69,113
|
|
|||
Gross profit
|
|
|
|
|
|
|
||||||
Automotive
|
|
46,781
|
|
|
38,018
|
|
|
33,229
|
|
|||
Advertising
|
|
6,231
|
|
|
4,687
|
|
|
1,429
|
|
|||
Mobile Navigation
|
|
28,443
|
|
|
46,767
|
|
|
88,029
|
|
|||
Total gross profit
|
|
$
|
81,455
|
|
|
$
|
89,472
|
|
|
$
|
122,687
|
|
Gross margin
|
|
|
|
|
|
|
||||||
Automotive
|
|
45
|
%
|
|
51
|
%
|
|
46
|
%
|
|||
Advertising
|
|
35
|
%
|
|
40
|
%
|
|
36
|
%
|
|||
Mobile Navigation
|
|
73
|
%
|
|
74
|
%
|
|
76
|
%
|
|||
Total gross margin
|
|
51
|
%
|
|
60
|
%
|
|
64
|
%
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
153,371
|
|
|
$
|
141,135
|
|
|
$
|
177,390
|
|
International
|
|
6,868
|
|
|
9,178
|
|
|
14,410
|
|
|||
Total revenue
|
|
$
|
160,239
|
|
|
$
|
150,313
|
|
|
$
|
191,800
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
June 30,
|
||||||||
Property and equipment, net
|
|
|
|
2015
|
|
2014
|
||||||
United States
|
|
|
|
$
|
6,319
|
|
|
$
|
8,128
|
|
||
International
|
|
|
|
807
|
|
|
686
|
|
||||
Total property and equipment, net
|
|
|
|
$
|
7,126
|
|
|
$
|
8,814
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
Consolidated statements of
operations data (in thousands)
|
|
Sept. 30,
2013
|
|
Dec. 31,
2013
|
|
Mar. 31,
2014
|
|
June 30,
2014
|
|
Sept. 30,
2014
|
|
Dec. 31,
2014
|
|
Mar. 31,
2015
|
|
June 30,
2015
|
||||||||||||||||
|
|
(unaudited)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
44,296
|
|
|
$
|
37,161
|
|
|
$
|
34,471
|
|
|
$
|
34,385
|
|
|
$
|
34,987
|
|
|
$
|
39,780
|
|
|
$
|
42,286
|
|
|
$
|
43,186
|
|
Gross profit
|
|
28,247
|
|
|
21,987
|
|
|
20,232
|
|
|
19,006
|
|
|
19,027
|
|
|
20,247
|
|
|
21,447
|
|
|
20,734
|
|
||||||||
Net income (loss)
|
|
$
|
9
|
|
|
$
|
(3,997
|
)
|
|
$
|
(7,555
|
)
|
|
$
|
(17,981
|
)
|
|
$
|
(7,937
|
)
|
|
$
|
(2,723
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(7,636
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.00
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
|
|
Beginning
Balance
|
|
Chargeback Additions
|
|
Chargeback Reductions
|
|
Ending
Balance
|
||||||||
Trade Receivable Allowances:
|
|
|
|
|
|
|
|
|
||||||||
Year Ended June 30, 2013
|
|
$
|
314
|
|
|
$
|
2,935
|
|
|
$
|
(3,008
|
)
|
|
$
|
241
|
|
Year Ended June 30, 2014
|
|
$
|
241
|
|
|
$
|
1,812
|
|
|
$
|
(1,847
|
)
|
|
$
|
206
|
|
Year Ended June 30, 2015
|
|
$
|
206
|
|
|
$
|
1,079
|
|
|
$
|
(1,074
|
)
|
|
$
|
211
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Beginning
Balance
|
|
Additions
|
|
Reductions
|
|
Ending
Balance
|
||||||||
Valuation Allowance for Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
||||||||
Year Ended June 30, 2013
|
|
$
|
1,390
|
|
|
$
|
1,998
|
|
|
$
|
(475
|
)
|
|
$
|
2,913
|
|
Year Ended June 30, 2014
|
|
$
|
2,913
|
|
|
$
|
10,059
|
|
|
$
|
(3
|
)
|
|
$
|
12,969
|
|
Year Ended June 30, 2015
|
|
$
|
12,969
|
|
|
$
|
6,356
|
|
|
$
|
(1,653
|
)
|
|
$
|
17,672
|
|
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.
|
|
10-K
|
|
10.13.7
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.13.8
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.13.9
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.14.9
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.14.10
|
|
8/30/2013
|
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
|
10.16.22†
|
|
Seventeenth Amendment dated June 27, 2013 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-Q/A
|
|
10.16.22
|
|
2/27/2014
|
10.16.23†
|
|
Fourth Amendment dated October 2, 2013 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., and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to HERE North America, LLC (f/k/a NAVTEQ North America, LLC).
|
|
10-Q
|
|
10.16.23
|
|
11/8/2013
|
10.16.24
|
|
Eighteenth Amendment dated January 28, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-Q
|
|
10.16.24
|
|
2/6/2014
|
10.16.25†
|
|
Territory License No. 9, dated February 1, 2014 by and between HERE North America, LLC, HERE Europe B.V., NAVTEQ Korea Co. Ltd, and Telenav, Inc.
|
|
10-Q
|
|
10.16.25
|
|
5/8/2014
|
10.16.26†
|
|
General License Agreement, dated February 10, 2014 by and between HERE North America, LLC, and Telenav, Inc.
|
|
10-Q
|
|
10.16.26
|
|
5/8/2014
|
10.16.27†
|
|
Nineteenth Amendment dated May 20, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
|
|
10-K
|
|
10.16.27
|
|
8/22/2014
|
10.16.28†
|
|
First Amendment, dated June 12, 2014, to Territory License No. 9, dated as of February 1, 2014, by and between Telenav, Inc., and HERE North America, LLC (f/k/a NAVTEQ North America, LLC).”
|
|
10-K
|
|
10.16.28
|
|
8/22/2014
|
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.)
|
|
10-Q
|
|
10.16.29
|
|
11/6/2014
|
10.16.30†
|
|
Patent License Agreement, dated January 1, 2014, by and between Telenav, Inc., and HERE Global B.V. (f/k/a Navteq B.V.)
|
|
10-Q
|
|
10.16.30
|
|
2/5/2015
|
10.16.31+
|
|
Territory License No. 11, dated April 3, 2015 by and between HERE North America, LLC, HERE Europe B.V., and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
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
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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
|
10.23.1#
|
|
Amendment No. 1 dated December 20, 2013 to the Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.
|
|
10-Q
|
|
10.23.1
|
|
2/6/2014
|
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
|
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.
|
|
10-K
|
|
10.26.11
|
|
8/30/2013
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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.
|
|
10-K
|
|
10.26.12
|
|
8/30/2013
|
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.
|
|
10-K
|
|
10.26.13
|
|
8/30/2013
|
10.26.14†
|
|
Amendment No. 14 effective October 1, 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.
|
|
10-Q
|
|
10.26.14
|
|
11/8/2013
|
10.26.15†
|
|
Amendment No. 15 effective November 18, 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.
|
|
10-Q
|
|
10.26.15
|
|
2/6/2014
|
10.26.16†
|
|
Amendment No. 16 effective April 17, 2014 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
|
|
10.26.16
|
|
5/8/2014
|
10.26.17†
|
|
Amendment No. 17 effective January 1, 2015 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
|
|
10.26.17
|
|
5/7/2015
|
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
|
10.30#
|
|
Employment Offer Letter dated April 8, 2014 from Telenav, Inc. to Vincent Uttley
|
|
10-K
|
|
10.30
|
|
8/22/2014
|
10.31#
|
|
Vincent Uttley Employment Agreement dated April 11, 2014 by and between Telenav, Inc. and Vincent Uttley
|
|
10-K
|
|
10.31
|
|
8/22/2014
|
10.32#
|
|
Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
10-Q
|
|
10.32
|
|
2/5/2015
|
10.33#
|
|
Form of Restricted Stock Unit Award Agreement under the Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan
|
|
10-Q
|
|
10.33
|
|
2/5/2015
|
10.34#
|
|
Separation Agreement, dated November 18, 2014, by and between Telenav, Inc. and Vincent Nakayama
|
|
10-Q
|
|
10.34
|
|
2/5/2015
|
21.1
|
|
Subsidiaries of the registrant.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm -
Grant Thornton LLP
|
|
Filed herewith
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm -
Ernst & Young LLP
|
|
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
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
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
|
|
|
|
|
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.
|
HERE NORTH AMERICA, LLC
|
Telenav, Inc.
|
|
By: /s/ Jeannie Lee Newman
|
By: /s/ Michael Strambi
|
|
Name: Jeannie Lee Newman
|
Name: Michael Strambi
|
|
Title: Senior Legal Counsel
|
Title: Chief Financial Officer
|
|
Date: 4/1/15
|
Date: 4/3/15
|
|
HERE NORTH AMERICA, LLC
|
|
|
By: /s/ Lori Bellows
|
|
|
Name: Lori Bellows
|
|
|
Title: Director
|
|
|
Date: 4/1/15
|
|
|
HERE EUROPE B.V.
|
|
|
By: /s/ P.W.A.M. van Hutzen
|
|
|
Name: P.W.A.M. van Hutzen
|
|
|
Title: Sr. Mgr. Product Release
|
|
|
Date: 2 APR 2015
|
|
|
HERE EUROPE B.V.
|
|
|
By: /s/ F.M. van Haaren
|
|
|
Name: F.M. van Haaren
|
|
|
Title: Managing Director
2 APR 2015
|
|
|
TERMS AND CONDITIONS
|
I.
|
Territories
|
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.
|
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 an Embedded 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. “
Embedded 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 physical storage media that is included in a [*****] 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 A 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 understanding and modeling relevant business data and making business decisions, including, without limitation: (a) marketing analysis and segmentation, (b) customer prospecting and analysis, (c) sales territory analysis and definition or (d) distribution network site selection); (iv) for, or in connection with, any systems or functions for automatic or autonomous control of vehicle behavior, including, for example, systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering; or (v) for or with a software application involving a predefined set of rules and goals
|
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 and on physical storage media that is included in [*****] (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 physical storage media that is included in [*****]), 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. Notwithstanding the foregoing, the Compiled Data may not be distributed to any HERE competitor, including [*****]. For sake of clarity, the foregoing restriction shall not restrict employees of a HERE competitor, including [*****], form using the Data in a Permitted Application licensed to such employees for their personal use.
|
V.
|
Fees to HERE
.
|
A.
|
License Fees
. License fees hereunder consist of the base license fees applicable to the Base Map Data 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. In addition, Client shall include in its License Fee reports the following information by separate line items: (i) the number of [*****] distributed in each Territory; (ii) the Application included in each [*****]; and (iii) the Data used in such Application for such [*****] distributed in the applicable Territory. 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 C
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
[*****]. 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 a [*****] 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 a [*****] is null, then Client may [*****] if the [*****] contains [*****] for the attribute. If [*****] does not [*****] to any [*****] then Client may [*****] the [*****]. In addition, subject to Section IV (“Licensed Use”) of this TL, Client may [*****] using the Data for [*****] and [*****] (e.g. [*****]).
|
VIII.
|
Definitions.
|
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 a [*****] 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.
|
F.
|
“
Multi-Year Annual Copy Subscription
” means that in addition to the distribution of the initial Copy distributed to an End-User with an Application (the “Initial Copy”), Client obligates itself to provide Update Copies to the same End-User on an annual basis beginning in the [*****] annual period following distribution to the End-User of the Initial Copy and continuing for up to [*****] annual periods (i.e., “[*****]”) thereafter. Multi-Year Annual Copy Subscriptions are automatically included in the Application price, and thus automatically provided, with respect to all units of a product line of an Application, and for which the End-User cannot opt out.
|
EXHIBIT A
PRICING
|
1.
|
License Fees for North America Territory
.
|
NORTH AMERICA TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Core POIs
Supplemental Listings
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
|
[*****]
|
NORTH AMERICA TERRITORY
CONTENT BUNDLE B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
HERE Voice for Traffic
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
NORTH AMERICA TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
HERE Voice for Traffic
Speed Limits FC 1-5 Content
Signs, Signals and Warnings
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
NORTH AMERICA TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
[*****]
*
|
2.
|
License Fees for Central and South America Territory
.
|
CENTRAL AND SOUTH AMERICA TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
2D Junction Visuals
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
HERE Traffic Patterns
HERE Voice for Traffic
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
World Map
|
[*****]
|
CENTRAL AND SOUTH AMERICA TERRITORY
CONTENT BUNDLE B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
HERE Traffic Patterns
HERE Voice for Traffic
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
CENTRAL AND SOUTH AMERICA TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
HERE Traffic Patterns
HERE Voice for Traffic
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
CENTRAL AND SOUTH AMERICA TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
$
[*****]
*
|
3.
|
License Fees for Middle East Territory
.
|
MIDDLE EAST TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
2D Junction Visuals
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
World Map
|
[*****]
|
MIDDLE EAST TERRITORY
CONTENT BUNDLE B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
MIDDLE EAST TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Voice Phonetic Transcriptions
Speed Limits FC 1-5 Content
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
MIDDLE EAST TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
$
[*****]
*
|
EUROPE TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY IN US DOLLARS**
|
Base Map Data
2D Footprints Content
3D Landmarks Content
2D Junction Visuals
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
2D Junction Visuals
HERE Traffic Patterns
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Postal Code Points Content for The Netherlands
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
World Map
|
[*****]
|
EUROPE TERRITORY
CONTENT BUNDLE B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
2D Junction Visuals
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Postal Code Points Content for The Netherlands
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
EUROPE TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
2D Junction Visuals
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Voice Phonetic Transcriptions
Postal Code Points Content for Great Britain
Postal Code Points Content for The Netherlands
Speed Limits FC 1-5 Content
Taxi Stand Point POIs
Signs, Signals and Warnings
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
EUROPE TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
$
[*****]
*
|
AUSTRALIA/NEW ZEALAND TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
2D Junction Visuals
3D Landmarks Content
Actual Address Range
Brand Icons
Extended Lanes FC1-5
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Safety Camera Alerts
Signs, Signals and Warnings
Speed Limits FC 1-5 Content
[*****]
Voice Phonetic Transcriptions
Hook Turns
World Map
|
[*****]
|
AUSTRLIA/NEW ZEALAND TERRITORY
CONTENT BUNDLE B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Actual Address Range
Brand Icons
Extended Lanes FC 1-5
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Safety Camera Alerts
Signs, Signals and Warnings
Speed Limits FC 1-5 Content
[*****]
Voice Phonetic Transcriptions
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
Hook Turns
World Map
|
[*****]
|
AUSTRALIA/NEW ZEALAND TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
3D Landmarks Content
Actual Address Range
Brand Icons
Extended Lanes FC 1-5
Extended Listings
Core POIs
Supplemental Listings
Fuel Types
HERE Traffic Patterns
Safety Camera Alerts
Signs, Signals and Warnings
Speed Limits FC 1-5 Content
[*****]
Voice Phonetic Transcriptions
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
Hook Turns
World Map
|
[*****]
|
AUSTRALIA/NEW ZEALAND TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
[*****]
*
|
TURKEY TERRITORY
CONTENT BUNDLE A
|
LICENSE FEE PER COPY IN US DOLLARS
|
Base Map Data
2D Footprints Content
2D Junction Visuals
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental 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 B
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
2D Junction Visuals
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental 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
Basic 3D City Models
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
TURKEY TERRITORY
CONTENT BUNDLE C
|
LICENSE FEE PER COPY
|
Base Map Data
2D Footprints Content
2D Junction Visuals
3D Landmarks Content
Brand Icons
Environmental Zones Content
Extended Lanes FC 1-5 Content
Extended Listings
Core POIs
Supplemental 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
2D Junction Visuals
Point Addressing
Extended Navigation
[*****]
Venues
World Map
|
[*****]
|
TURKEY TERRITORY
Additional Content Fee
|
ADDITIONAL LICENSE FEE PER COPY
|
Truck Attributes
|
[*****]
*
|
III.
|
Additional License Fees per Copy for
[*****]
Route Guidance Applications (with
[*****]
only
)
|
Additional License Fee Per Copy for
[*****]
Route Guidance Applications
(with
[*****]
)
|
||||||
Content
|
North America Territory
|
Central and South America Territory
|
Europe Territory
|
Turkey
|
Middle East Territory
|
Australia/New Zealand
|
[*****]
Additional Content plus
one
of the following “Content Bundles” for the applicable Territory as defined under Section 1(1)-(7) of this Exhibit A:
[*****]
(as applicable for each Territory and subject to payment of License Fees for the corresponding content bundle in Section I of this Exhibit A)
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
IV.
|
Multi-Year Annual Copy Subscriptions for
[*****]
Route Guidance Applications
. For each Multi-Year Annual Copy Subscription for [*****] Route Guidance Applications, the License Fee per Copy for the applicable Territory specified herein is calculated by [*****] (i) the Per Copy License Fees for the applicable Initial Copy (including any applicable discounts specified in Table 1 below) by (ii) the [*****] provided in Table 1 below based upon the [*****] and [*****] of the Multi-Year Annual Copy Subscription as provided in Table 1.
|
Table 1 – License Fees - Multi-Year Annual Copy Subscriptions
|
|||||
Program
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
[*****]
|
|
|
|
|
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
V.
|
[*****]. The License Fees set forth in Sections I, II and III of this Exhibit A are subject to a [*****] from [*****] through [*****] and [*****] through [*****] of the TL Term, commencing with Copies distributed in [*****]. For sake of clarity, the [*****] shall only apply for the [*****] of [*****] and [*****] (i.e., [*****] shall not apply in [*****]). The resulting per Copy License Fee from the [*****] applied in [*****] shall be applied for the remaining annual periods during the TL Term. For example, the License Fee per Copy for Route Guidance Applications using [*****] in the [*****] is as follows:
|
EXHIBIT B
END-USER TERMS
|
Notice of Use
Contractor (Manufacturer/ Supplier) Name: HERE
Contractor (Manufacturer/Supplier) Address:
c/o Nokia 425 West Randolph Street, Chicago, Illinois 60606
This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.
© 1987 - 20XX HERE - All rights reserved.
|
|||||
EXHIBIT C
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.
|
|
TeleNav Shanghai Inc. (PRC)
|
TeleNav Xi’an Software Limited (PRC)
|
TeleNav Hong Kong, Limited (Hong Kong)
|
TELENAV DO BRASIL SERVIÇOS DE LOCALIZAÇÃO LTDA (Brazil)
|
TeleNav UK Limited (U.K.)
|
Thinknear, Inc. (Delaware)
|
Telenav GmbH
|
Telenav Software SRL
|
Telenav G.K.
|
/s/ GRANT THORNTON LLP
|
|
San Jose, California
August 24, 2015 |
|
|
/s/ Ernst & Young LLP
|
San Jose, California
August 24, 2015 |
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
August 24, 2015
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
DR. HP Jin
|
|
|
|
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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
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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 24, 2015
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By:
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/s/ MICHAEL STRAMBI
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|
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Michael Strambi
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Chief Financial Officer
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Date:
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August 24, 2015
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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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Date:
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August 24, 2015
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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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