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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
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Delaware
|
|
77-0521800
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
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¨
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Accelerated filer
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ý
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|
|
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|
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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|
|
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Item 1.
|
||
|
|
|
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||
|
|
|
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Condensed Consolidated Statements of
Operations
|
|
|
|
|
|
||
|
|
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||
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||
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Item 2.
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||
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Item 3.
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||
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Item 4.
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||
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 6.
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Item 1.
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Financial Statements.
|
|
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March 31,
2016 |
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June 30,
2015* |
||||
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(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
15,437
|
|
|
$
|
18,721
|
|
Short-term investments
|
|
93,147
|
|
|
101,195
|
|
||
Accounts receivable, net of allowances of $75 and $211 at March 31, 2016 and June 30, 2015, respectively
|
|
39,434
|
|
|
36,493
|
|
||
Deferred income taxes, net
|
|
—
|
|
|
327
|
|
||
Restricted cash
|
|
4,687
|
|
|
4,878
|
|
||
Income taxes receivable
|
|
5,464
|
|
|
6,080
|
|
||
Deferred costs
|
|
1,850
|
|
|
432
|
|
||
Prepaid expenses and other current assets
|
|
4,576
|
|
|
3,856
|
|
||
Total current assets
|
|
164,595
|
|
|
171,982
|
|
||
Property and equipment, net
|
|
5,846
|
|
|
7,126
|
|
||
Deferred income taxes, non-current
|
|
722
|
|
|
443
|
|
||
Goodwill and intangible assets, net
|
|
36,253
|
|
|
37,528
|
|
||
Deferred costs, non-current
|
|
8,567
|
|
|
2,709
|
|
||
Other assets
|
|
2,262
|
|
|
4,134
|
|
||
Total assets
|
|
$
|
218,245
|
|
|
$
|
223,922
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
6,438
|
|
|
$
|
830
|
|
Accrued compensation
|
|
8,064
|
|
|
9,628
|
|
||
Accrued royalties
|
|
11,235
|
|
|
9,358
|
|
||
Other accrued expenses
|
|
11,984
|
|
|
10,918
|
|
||
Deferred revenue
|
|
5,392
|
|
|
2,109
|
|
||
Income taxes payable
|
|
237
|
|
|
724
|
|
||
Total current liabilities
|
|
43,350
|
|
|
33,567
|
|
||
Deferred rent, non-current
|
|
983
|
|
|
4,858
|
|
||
Deferred revenue, non-current
|
|
15,315
|
|
|
4,719
|
|
||
Other long-term liabilities
|
|
2,673
|
|
|
4,595
|
|
||
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; 42,551 and 40,537 shares issued and outstanding at March 31, 2016 and June 30, 2015, respectively
|
|
43
|
|
|
41
|
|
||
Additional paid-in capital
|
|
147,822
|
|
|
140,406
|
|
||
Accumulated other comprehensive loss
|
|
(1,574
|
)
|
|
(1,540
|
)
|
||
Retained earnings
|
|
9,633
|
|
|
37,276
|
|
||
Total stockholders’ equity
|
|
155,924
|
|
|
176,183
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
218,245
|
|
|
$
|
223,922
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
33,936
|
|
|
$
|
28,915
|
|
|
$
|
96,205
|
|
|
$
|
71,292
|
|
Services
|
|
12,342
|
|
|
13,371
|
|
|
39,387
|
|
|
45,761
|
|
||||
Total revenue
|
|
46,278
|
|
|
42,286
|
|
|
135,592
|
|
|
117,053
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
20,957
|
|
|
15,475
|
|
|
57,404
|
|
|
38,477
|
|
||||
Services
|
|
5,149
|
|
|
5,364
|
|
|
16,621
|
|
|
17,855
|
|
||||
Total cost of revenue
|
|
26,106
|
|
|
20,839
|
|
|
74,025
|
|
|
56,332
|
|
||||
Gross profit
|
|
20,172
|
|
|
21,447
|
|
|
61,567
|
|
|
60,721
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
16,990
|
|
|
17,384
|
|
|
51,630
|
|
|
51,002
|
|
||||
Sales and marketing
|
|
6,793
|
|
|
6,869
|
|
|
20,315
|
|
|
19,775
|
|
||||
General and administrative
|
|
5,521
|
|
|
5,682
|
|
|
17,600
|
|
|
17,592
|
|
||||
Restructuring
|
|
107
|
|
|
422
|
|
|
(1,361
|
)
|
|
987
|
|
||||
Total operating expenses
|
|
29,411
|
|
|
30,357
|
|
|
88,184
|
|
|
89,356
|
|
||||
Loss from operations
|
|
(9,239
|
)
|
|
(8,910
|
)
|
|
(26,617
|
)
|
|
(28,635
|
)
|
||||
Other income (expense), net
|
|
(610
|
)
|
|
900
|
|
|
(277
|
)
|
|
3,073
|
|
||||
Loss before provision (benefit) for income taxes
|
|
(9,849
|
)
|
|
(8,010
|
)
|
|
(26,894
|
)
|
|
(25,562
|
)
|
||||
Provision (benefit) for income taxes
|
|
(11
|
)
|
|
(3,243
|
)
|
|
429
|
|
|
(10,135
|
)
|
||||
Net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
$
|
(0.23
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.39
|
)
|
Weighted average shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
42,047
|
|
|
40,140
|
|
|
41,226
|
|
|
39,863
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense included above:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
39
|
|
|
$
|
15
|
|
|
$
|
110
|
|
|
$
|
66
|
|
Research and development
|
|
1,483
|
|
|
1,243
|
|
|
4,712
|
|
|
3,868
|
|
||||
Sales and marketing
|
|
582
|
|
|
699
|
|
|
2,257
|
|
|
2,193
|
|
||||
General and administrative
|
|
516
|
|
|
675
|
|
|
1,808
|
|
|
2,432
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,620
|
|
|
$
|
2,632
|
|
|
$
|
8,887
|
|
|
$
|
8,559
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
394
|
|
|
(883
|
)
|
|
(183
|
)
|
|
(1,888
|
)
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized (gain) loss on available-for-sale securities, net of tax
|
|
362
|
|
|
254
|
|
|
129
|
|
|
(50
|
)
|
||||
Reclassification adjustments for gain (loss) on available-for-sale securities recognized, net of tax
|
|
14
|
|
|
(1
|
)
|
|
20
|
|
|
(257
|
)
|
||||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
376
|
|
|
253
|
|
|
149
|
|
|
(307
|
)
|
||||
Other comprehensive income (loss), net of tax:
|
|
770
|
|
|
(630
|
)
|
|
(34
|
)
|
|
(2,195
|
)
|
||||
Comprehensive loss
|
|
$
|
(9,068
|
)
|
|
$
|
(5,397
|
)
|
|
$
|
(27,357
|
)
|
|
$
|
(17,622
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,696
|
|
|
4,054
|
|
||
Amortization of net premium on short-term investments
|
|
523
|
|
|
1,099
|
|
||
Stock-based compensation expense
|
|
8,887
|
|
|
8,559
|
|
||
Write-off of long-term investments
|
|
977
|
|
|
460
|
|
||
(Gain) loss on disposal of property and equipment
|
|
(15
|
)
|
|
10
|
|
||
Bad debt expense
|
|
59
|
|
|
33
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(3,000
|
)
|
|
(11,076
|
)
|
||
Deferred income taxes
|
|
48
|
|
|
1,334
|
|
||
Restricted cash
|
|
191
|
|
|
910
|
|
||
Income taxes receivable
|
|
616
|
|
|
2,354
|
|
||
Deferred costs
|
|
(7,276
|
)
|
|
(2,061
|
)
|
||
Prepaid expenses and other current assets
|
|
(720
|
)
|
|
4,452
|
|
||
Other assets
|
|
895
|
|
|
277
|
|
||
Accounts payable
|
|
5,485
|
|
|
889
|
|
||
Accrued compensation
|
|
(1,564
|
)
|
|
(5,080
|
)
|
||
Accrued royalties
|
|
1,877
|
|
|
10,882
|
|
||
Accrued expenses and other liabilities
|
|
(2,456
|
)
|
|
(2,951
|
)
|
||
Income taxes payable
|
|
(487
|
)
|
|
(82
|
)
|
||
Deferred rent
|
|
(505
|
)
|
|
(1,149
|
)
|
||
Deferred revenue
|
|
13,879
|
|
|
2,986
|
|
||
Net cash provided by (used in) operating activities
|
|
(7,213
|
)
|
|
473
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(1,775
|
)
|
|
(650
|
)
|
||
Purchases of short-term investments
|
|
(38,010
|
)
|
|
(101,394
|
)
|
||
Purchase of long-term investments
|
|
—
|
|
|
(450
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
45,686
|
|
|
109,215
|
|
||
Net cash provided by investing activities
|
|
5,901
|
|
|
6,721
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
1,536
|
|
|
3,321
|
|
||
Repurchase of common stock
|
|
(570
|
)
|
|
(2,519
|
)
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(2,755
|
)
|
|
(2,057
|
)
|
||
Net cash used in financing activities
|
|
(1,789
|
)
|
|
(1,255
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(183
|
)
|
|
(1,888
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(3,284
|
)
|
|
4,051
|
|
||
Cash and cash equivalents, at beginning of period
|
|
18,721
|
|
|
14,534
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
15,437
|
|
|
$
|
18,585
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid (received), net
|
|
$
|
150
|
|
|
$
|
(10,981
|
)
|
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, 2015
|
|
$
|
(1,377
|
)
|
|
$
|
(163
|
)
|
|
$
|
(1,540
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
|
(183
|
)
|
|
129
|
|
|
(54
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
20
|
|
|
20
|
|
|||
Other comprehensive loss, net of tax
|
|
(183
|
)
|
|
149
|
|
|
(34
|
)
|
|||
Balance, net of tax as of March 31, 2016
|
|
$
|
(1,560
|
)
|
|
$
|
(14
|
)
|
|
$
|
(1,574
|
)
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
|
42,047
|
|
|
40,140
|
|
|
41,226
|
|
|
39,863
|
|
||||
Net loss per share, basic and diluted
|
|
$
|
(0.23
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.39
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Stock options
|
|
5,492
|
|
|
5,001
|
|
|
5,492
|
|
|
5,001
|
|
Restricted stock units
|
|
3,640
|
|
|
4,308
|
|
|
3,640
|
|
|
4,308
|
|
Total
|
|
9,132
|
|
|
9,309
|
|
|
9,132
|
|
|
9,309
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
8,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
6,840
|
|
|
—
|
|
|
—
|
|
|
6,840
|
|
||||
Total cash equivalents
|
|
6,840
|
|
|
—
|
|
|
—
|
|
|
6,840
|
|
||||
Total cash and cash equivalents
|
|
15,437
|
|
|
—
|
|
|
—
|
|
|
15,437
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
3,558
|
|
|
16
|
|
|
—
|
|
|
3,574
|
|
||||
Asset-backed securities
|
|
12,687
|
|
|
4
|
|
|
(7
|
)
|
|
12,684
|
|
||||
Municipal securities
|
|
6,182
|
|
|
15
|
|
|
—
|
|
|
6,197
|
|
||||
Commercial paper
|
|
3,491
|
|
|
3
|
|
|
—
|
|
|
3,494
|
|
||||
Agency bonds
|
|
7,813
|
|
|
28
|
|
|
—
|
|
|
7,841
|
|
||||
Corporate bonds
|
|
59,292
|
|
|
98
|
|
|
(33
|
)
|
|
59,357
|
|
||||
Total short-term investments
|
|
93,023
|
|
|
164
|
|
|
(40
|
)
|
|
93,147
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
108,460
|
|
|
$
|
164
|
|
|
$
|
(40
|
)
|
|
$
|
108,584
|
|
|
|
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 investments:
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
48,271
|
|
|
$
|
48,279
|
|
Due between one and two years
|
|
27,762
|
|
|
27,790
|
|
||
Due after two years
|
|
16,990
|
|
|
17,078
|
|
||
Total
|
|
$
|
93,023
|
|
|
$
|
93,147
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at March 31, 2016 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
|
|
$
|
6,840
|
|
|
$
|
6,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
6,840
|
|
|
6,840
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
3,574
|
|
|
3,574
|
|
|
—
|
|
|
—
|
|
||||
Asset-backed securities
|
|
12,684
|
|
|
—
|
|
|
12,684
|
|
|
—
|
|
||||
Municipal securities
|
|
6,197
|
|
|
—
|
|
|
6,197
|
|
|
—
|
|
||||
Commercial paper
|
|
3,494
|
|
|
—
|
|
|
3,494
|
|
|
—
|
|
||||
Agency bonds
|
|
7,841
|
|
|
—
|
|
|
7,841
|
|
|
—
|
|
||||
Corporate bonds
|
|
59,357
|
|
|
—
|
|
|
59,357
|
|
|
—
|
|
||||
Total short-term investments
|
|
93,147
|
|
|
3,574
|
|
|
89,573
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
99,987
|
|
|
$
|
10,414
|
|
|
$
|
89,573
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
5.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Thereafter
|
||||||||||||||
Operating lease obligations, net of sublease income
|
|
$
|
13,129
|
|
|
$
|
794
|
|
|
$
|
3,168
|
|
|
$
|
2,904
|
|
|
$
|
2,441
|
|
|
$
|
2,014
|
|
|
$
|
1,808
|
|
Purchase obligations
|
|
5,083
|
|
|
1,032
|
|
|
2,094
|
|
|
655
|
|
|
372
|
|
|
207
|
|
|
723
|
|
|||||||
Total contractual obligations
|
|
$
|
18,212
|
|
|
$
|
1,826
|
|
|
$
|
5,262
|
|
|
$
|
3,559
|
|
|
$
|
2,813
|
|
|
$
|
2,221
|
|
|
$
|
2,531
|
|
6.
|
Guarantees and indemnifications
|
7.
|
Stock-based compensation
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of June 30, 2015
|
|
4,781
|
|
|
$
|
5.40
|
|
|
|
|
|
||
Granted
|
|
2,351
|
|
|
|
|
|
|
|
||||
Exercised
|
|
(1,295
|
)
|
|
|
|
|
|
|
||||
Canceled
|
|
(345
|
)
|
|
|
|
|
|
|
||||
Options outstanding as of March 31, 2016
|
|
5,492
|
|
|
$
|
6.79
|
|
|
6.78
|
|
$
|
711
|
|
As of March 31, 2016:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
4,966
|
|
|
$
|
6.81
|
|
|
6.58
|
|
$
|
680
|
|
Options exercisable
|
|
2,740
|
|
|
$
|
6.92
|
|
|
5.14
|
|
$
|
484
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2015
|
|
4,290
|
|
|
|
|
|
||
Granted
|
|
1,530
|
|
|
|
|
|
||
Vested
|
|
(1,222
|
)
|
|
|
|
|
||
Canceled
|
|
(958
|
)
|
|
|
|
|
||
RSUs outstanding as of March 31, 2016
|
|
3,640
|
|
|
1.46
|
|
$
|
21,478
|
|
As of March 31, 2016:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
3,032
|
|
|
1.34
|
|
$
|
17,890
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2015
|
|
1,947
|
|
Additional shares authorized
|
|
1,621
|
|
Granted
|
|
(3,881
|
)
|
RSUs withheld for taxes in net share settlements
|
|
427
|
|
Canceled
|
|
1,301
|
|
Shares available for grant as of March 31, 2016
|
|
1,415
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stock option awards
|
|
$
|
518
|
|
|
$
|
446
|
|
|
$
|
1,369
|
|
|
$
|
1,680
|
|
RSU awards
|
|
2,102
|
|
|
2,186
|
|
|
7,518
|
|
|
6,373
|
|
||||
Restricted common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,620
|
|
|
$
|
2,632
|
|
|
$
|
8,887
|
|
|
$
|
8,559
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Expected volatility
|
|
43
|
%
|
|
55
|
%
|
|
47
|
%
|
|
54
|
%
|
Expected term (in years)
|
|
4.58
|
|
|
4.39
|
|
|
4.53
|
|
|
4.38
|
|
Risk-free interest rate
|
|
1.23
|
%
|
|
1.50
|
%
|
|
1.35
|
%
|
|
1.62
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
8.
|
Stock repurchase program
|
9.
|
Income taxes
|
10.
|
Restructuring
|
|
|
|
||
Balance at June 30, 2015
|
|
$
|
2,644
|
|
Restructuring expenses
|
|
135
|
|
|
Cash payments
|
|
(1,259
|
)
|
|
Other
|
|
(1,468
|
)
|
|
Balance at March 31, 2016
|
|
$
|
52
|
|
11.
|
Segments
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
$
|
34,717
|
|
|
$
|
29,472
|
|
|
$
|
98,306
|
|
|
$
|
73,051
|
|
Advertising
|
|
5,156
|
|
|
4,019
|
|
|
16,695
|
|
|
12,726
|
|
||||
Mobile Navigation
|
|
6,405
|
|
|
8,795
|
|
|
20,591
|
|
|
31,276
|
|
||||
Total revenue
|
|
46,278
|
|
|
42,286
|
|
|
135,592
|
|
|
117,053
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
21,495
|
|
|
15,759
|
|
|
58,947
|
|
|
39,395
|
|
||||
Advertising
|
|
2,788
|
|
|
2,690
|
|
|
9,538
|
|
|
8,528
|
|
||||
Mobile Navigation
|
|
1,823
|
|
|
2,390
|
|
|
5,540
|
|
|
8,409
|
|
||||
Total cost of revenue
|
|
26,106
|
|
|
20,839
|
|
|
74,025
|
|
|
56,332
|
|
||||
Gross profit
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
13,222
|
|
|
13,713
|
|
|
39,359
|
|
|
33,656
|
|
||||
Advertising
|
|
2,368
|
|
|
1,329
|
|
|
7,157
|
|
|
4,198
|
|
||||
Mobile Navigation
|
|
4,582
|
|
|
6,405
|
|
|
15,051
|
|
|
22,867
|
|
||||
Total gross profit
|
|
$
|
20,172
|
|
|
$
|
21,447
|
|
|
$
|
61,567
|
|
|
$
|
60,721
|
|
Gross margin
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
38
|
%
|
|
47
|
%
|
|
40
|
%
|
|
46
|
%
|
||||
Advertising
|
|
46
|
%
|
|
33
|
%
|
|
43
|
%
|
|
33
|
%
|
||||
Mobile Navigation
|
|
72
|
%
|
|
73
|
%
|
|
73
|
%
|
|
73
|
%
|
||||
Total gross margin
|
|
44
|
%
|
|
51
|
%
|
|
45
|
%
|
|
52
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
$
|
46,278
|
|
|
$
|
42,286
|
|
|
$
|
135,592
|
|
|
$
|
117,053
|
|
Billings (Non-GAAP)
|
|
$
|
53,134
|
|
|
$
|
42,465
|
|
|
$
|
149,471
|
|
|
$
|
120,039
|
|
|
|
|
|
|
|
|
|
|
||||||||
Increase in deferred revenue
|
|
$
|
6,856
|
|
|
$
|
179
|
|
|
$
|
13,879
|
|
|
$
|
2,986
|
|
Increase in deferred costs
|
|
$
|
2,974
|
|
|
$
|
1,338
|
|
|
$
|
7,276
|
|
|
$
|
2,061
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
|
44
|
%
|
|
51
|
%
|
|
45
|
%
|
|
52
|
%
|
||||
Non-GAAP gross margin
|
|
45
|
%
|
|
53
|
%
|
|
46
|
%
|
|
54
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Non-GAAP net loss
|
|
$
|
(7,472
|
)
|
|
$
|
(1,177
|
)
|
|
$
|
(19,014
|
)
|
|
$
|
(8,044
|
)
|
Adjusted EBITDA
|
|
$
|
(6,353
|
)
|
|
$
|
(4,678
|
)
|
|
$
|
(16,887
|
)
|
|
$
|
(15,035
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net loss per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.39
|
)
|
Diluted non-GAAP net loss per share
|
|
$
|
(0.18
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Free cash flow (Non-GAAP)
|
|
$
|
(1,994
|
)
|
|
$
|
5,761
|
|
|
$
|
(8,988
|
)
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
|
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;
|
•
|
non-GAAP gross margin, non-GAAP net loss and adjusted EBITDA do not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
non-GAAP net loss and adjusted EBITDA do not reflect the use of cash for net share settlements of RSUs;
|
•
|
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, free cash flow or similarly titled measures differently, which reduces their usefulness as comparative measures.
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
|
$
|
34,717
|
|
|
$
|
29,472
|
|
|
$
|
5,156
|
|
|
$
|
4,019
|
|
|
$
|
6,405
|
|
|
$
|
8,795
|
|
|
$
|
46,278
|
|
|
$
|
42,286
|
|
Adjustments:
Change in deferred revenue
|
|
6,992
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
(118
|
)
|
|
6,856
|
|
|
179
|
|
||||||||
Billings (Non-GAAP)
|
|
$
|
41,709
|
|
|
$
|
29,769
|
|
|
$
|
5,156
|
|
|
$
|
4,019
|
|
|
$
|
6,269
|
|
|
$
|
8,677
|
|
|
$
|
53,134
|
|
|
$
|
42,465
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
|
$
|
98,306
|
|
|
$
|
73,051
|
|
|
$
|
16,695
|
|
|
$
|
12,726
|
|
|
$
|
20,591
|
|
|
$
|
31,276
|
|
|
$
|
135,592
|
|
|
$
|
117,053
|
|
Adjustments:
Change in deferred revenue
|
|
14,243
|
|
|
3,650
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
(664
|
)
|
|
13,879
|
|
|
2,986
|
|
||||||||
Billings (Non-GAAP)
|
|
$
|
112,549
|
|
|
$
|
76,701
|
|
|
$
|
16,695
|
|
|
$
|
12,726
|
|
|
$
|
20,227
|
|
|
$
|
30,612
|
|
|
$
|
149,471
|
|
|
$
|
120,039
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Deferred revenue, March 31
|
|
$
|
19,435
|
|
|
$
|
3,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,272
|
|
|
$
|
1,642
|
|
|
$
|
20,707
|
|
|
$
|
5,422
|
|
Deferred revenue, December 31
|
|
12,443
|
|
|
3,483
|
|
|
—
|
|
|
—
|
|
|
1,408
|
|
|
1,760
|
|
|
13,851
|
|
|
5,243
|
|
||||||||
Increase (decrease) in deferred revenue (Non-GAAP)
|
|
$
|
6,992
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(136
|
)
|
|
$
|
(118
|
)
|
|
$
|
6,856
|
|
|
$
|
179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred costs, March 31
|
|
$
|
10,417
|
|
|
$
|
2,561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,417
|
|
|
$
|
2,561
|
|
Deferred costs, December 31
|
|
7,443
|
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,443
|
|
|
1,223
|
|
||||||||
Increase in deferred costs (Non-GAAP)
|
|
$
|
2,974
|
|
|
$
|
1,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,974
|
|
|
$
|
1,338
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Deferred revenue, March 31
|
|
$
|
19,435
|
|
|
$
|
3,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,272
|
|
|
$
|
1,642
|
|
|
$
|
20,707
|
|
|
$
|
5,422
|
|
Deferred revenue, June 30
|
|
5,192
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|
2,306
|
|
|
6,828
|
|
|
2,436
|
|
||||||||
Increase (decrease) in deferred revenue (Non-GAAP)
|
|
$
|
14,243
|
|
|
$
|
3,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(364
|
)
|
|
$
|
(664
|
)
|
|
$
|
13,879
|
|
|
$
|
2,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred costs, March 31
|
|
$
|
10,417
|
|
|
$
|
2,561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,417
|
|
|
$
|
2,561
|
|
Deferred costs, June 30
|
|
3,141
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,141
|
|
|
500
|
|
||||||||
Increase in deferred costs (Non-GAAP)
|
|
$
|
7,276
|
|
|
$
|
2,061
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,276
|
|
|
$
|
2,061
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross margin
|
|
38
|
%
|
|
47
|
%
|
|
46
|
%
|
|
33
|
%
|
|
72
|
%
|
|
73
|
%
|
|
44
|
%
|
|
51
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capitalized software and developed technology amortization
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
11
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Non-GAAP gross margin
|
|
39
|
%
|
|
47
|
%
|
|
46
|
%
|
|
44
|
%
|
|
73
|
%
|
|
74
|
%
|
|
45
|
%
|
|
53
|
%
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross margin
|
|
40
|
%
|
|
46
|
%
|
|
43
|
%
|
|
33
|
%
|
|
73
|
%
|
|
73
|
%
|
|
45
|
%
|
|
52
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capitalized software and developed technology amortization
|
|
1
|
%
|
|
1
|
%
|
|
4
|
%
|
|
10
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Non-GAAP gross margin
|
|
41
|
%
|
|
47
|
%
|
|
47
|
%
|
|
43
|
%
|
|
74
|
%
|
|
74
|
%
|
|
46
|
%
|
|
54
|
%
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
GAAP net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Adjustments:
|
||||||||||||||||
Legal contingencies
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
||||
Benefit for income taxes due to changes in tax accounting method and amended tax returns
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,061
|
)
|
||||
Restructuring accrual (reversal)
|
|
107
|
|
|
422
|
|
|
(1,361
|
)
|
|
987
|
|
||||
Deferred rent reversal due to lease termination
|
|
(621
|
)
|
|
—
|
|
|
(1,242
|
)
|
|
—
|
|
||||
Capitalized software and developed technology amortization
|
|
260
|
|
|
753
|
|
|
1,275
|
|
|
2,523
|
|
||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
39
|
|
|
15
|
|
|
110
|
|
|
66
|
|
||||
Research and development
|
|
1,483
|
|
|
1,243
|
|
|
4,712
|
|
|
3,868
|
|
||||
Sales and marketing
|
|
582
|
|
|
699
|
|
|
2,257
|
|
|
2,193
|
|
||||
General and administrative
|
|
516
|
|
|
675
|
|
|
1,808
|
|
|
2,432
|
|
||||
Total stock-based compensation expense
|
|
2,620
|
|
|
2,632
|
|
|
8,887
|
|
|
8,559
|
|
||||
Tax effect of adding back adjustments
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
(625
|
)
|
||||
Non-GAAP net loss
|
|
$
|
(7,472
|
)
|
|
$
|
(1,177
|
)
|
|
$
|
(19,014
|
)
|
|
$
|
(8,044
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP net loss per share, basic and diluted
|
|
$
|
(0.18
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
Weighted average shares used in computing non-GAAP net loss per share, basic and diluted
|
|
42,047
|
|
|
40,140
|
|
|
41,226
|
|
|
39,863
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
GAAP net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Legal contingencies
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
||||
Restructuring accrual (reversal)
|
|
107
|
|
|
422
|
|
|
(1,361
|
)
|
|
987
|
|
||||
Deferred rent reversal due to lease termination
|
|
(621
|
)
|
|
—
|
|
|
(1,242
|
)
|
|
—
|
|
||||
Stock-based compensation expense
|
|
2,620
|
|
|
2,632
|
|
|
8,887
|
|
|
8,559
|
|
||||
Depreciation and amortization
|
|
780
|
|
|
1,178
|
|
|
2,696
|
|
|
4,054
|
|
||||
Interest and other income (expense), net
|
|
610
|
|
|
(900
|
)
|
|
277
|
|
|
(3,073
|
)
|
||||
Provision (benefit) for income taxes
|
|
(11
|
)
|
|
(3,243
|
)
|
|
429
|
|
|
(10,135
|
)
|
||||
Adjusted EBITDA (Non-GAAP)
|
|
$
|
(6,353
|
)
|
|
$
|
(4,678
|
)
|
|
$
|
(16,887
|
)
|
|
$
|
(15,035
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
Consolidated Statements of Operations Data
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
33,936
|
|
|
$
|
28,915
|
|
|
$
|
96,205
|
|
|
$
|
71,292
|
|
Services
|
|
12,342
|
|
|
13,371
|
|
|
39,387
|
|
|
45,761
|
|
||||
Total revenue
|
|
46,278
|
|
|
42,286
|
|
|
135,592
|
|
|
117,053
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
20,957
|
|
|
15,475
|
|
|
57,404
|
|
|
38,477
|
|
||||
Services
|
|
5,149
|
|
|
5,364
|
|
|
16,621
|
|
|
17,855
|
|
||||
Total cost of revenue
|
|
26,106
|
|
|
20,839
|
|
|
74,025
|
|
|
56,332
|
|
||||
Gross profit
|
|
20,172
|
|
|
21,447
|
|
|
61,567
|
|
|
60,721
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
16,990
|
|
|
17,384
|
|
|
51,630
|
|
|
51,002
|
|
||||
Sales and marketing
|
|
6,793
|
|
|
6,869
|
|
|
20,315
|
|
|
19,775
|
|
||||
General and administrative
|
|
5,521
|
|
|
5,682
|
|
|
17,600
|
|
|
17,592
|
|
||||
Restructuring
|
|
107
|
|
|
422
|
|
|
(1,361
|
)
|
|
987
|
|
||||
Total operating expenses
|
|
29,411
|
|
|
30,357
|
|
|
88,184
|
|
|
89,356
|
|
||||
Loss from operations
|
|
(9,239
|
)
|
|
(8,910
|
)
|
|
(26,617
|
)
|
|
(28,635
|
)
|
||||
Other income (expense), net
|
|
(610
|
)
|
|
900
|
|
|
(277
|
)
|
|
3,073
|
|
||||
Loss before provision (benefit) for income taxes
|
|
(9,849
|
)
|
|
(8,010
|
)
|
|
(26,894
|
)
|
|
(25,562
|
)
|
||||
Provision (benefit) for income taxes
|
|
(11
|
)
|
|
(3,243
|
)
|
|
429
|
|
|
(10,135
|
)
|
||||
Net loss
|
|
$
|
(9,838
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(27,323
|
)
|
|
$
|
(15,427
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenue:
|
|
(as a percentage of revenue)
|
||||||||||
Product
|
|
73
|
%
|
|
68
|
%
|
|
71
|
%
|
|
61
|
%
|
Services
|
|
27
|
%
|
|
32
|
%
|
|
29
|
%
|
|
39
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
45
|
%
|
|
36
|
%
|
|
43
|
%
|
|
33
|
%
|
Services
|
|
11
|
%
|
|
13
|
%
|
|
12
|
%
|
|
15
|
%
|
Total cost of revenue
|
|
56
|
%
|
|
49
|
%
|
|
55
|
%
|
|
48
|
%
|
Gross profit
|
|
44
|
%
|
|
51
|
%
|
|
45
|
%
|
|
52
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
37
|
%
|
|
41
|
%
|
|
38
|
%
|
|
44
|
%
|
Sales and marketing
|
|
15
|
%
|
|
16
|
%
|
|
15
|
%
|
|
17
|
%
|
General and administrative
|
|
12
|
%
|
|
14
|
%
|
|
13
|
%
|
|
15
|
%
|
Restructuring
|
|
—
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
1
|
%
|
Total operating expenses
|
|
64
|
%
|
|
72
|
%
|
|
65
|
%
|
|
77
|
%
|
Loss from operations
|
|
(20
|
)%
|
|
(21
|
)%
|
|
(20
|
)%
|
|
(25
|
)%
|
Other income (expense), net
|
|
(1
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
3
|
%
|
Loss before provision (benefit) for income taxes
|
|
(21
|
)%
|
|
(19
|
)%
|
|
(20
|
)%
|
|
(22
|
)%
|
Provision (benefit) for income taxes
|
|
—
|
%
|
|
(8
|
)%
|
|
—
|
%
|
|
(9
|
)%
|
Net loss
|
|
(21
|
)%
|
|
(11
|
)%
|
|
(20
|
)%
|
|
(13
|
)%
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
$
|
34,717
|
|
|
$
|
29,472
|
|
|
$
|
98,306
|
|
|
$
|
73,051
|
|
Advertising
|
|
5,156
|
|
|
4,019
|
|
|
16,695
|
|
|
12,726
|
|
||||
Mobile Navigation
|
|
6,405
|
|
|
8,795
|
|
|
20,591
|
|
|
31,276
|
|
||||
Total revenue
|
|
46,278
|
|
|
42,286
|
|
|
135,592
|
|
|
117,053
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
21,495
|
|
|
15,759
|
|
|
58,947
|
|
|
39,395
|
|
||||
Advertising
|
|
2,788
|
|
|
2,690
|
|
|
9,538
|
|
|
8,528
|
|
||||
Mobile Navigation
|
|
1,823
|
|
|
2,390
|
|
|
5,540
|
|
|
8,409
|
|
||||
Total cost of revenue
|
|
26,106
|
|
|
20,839
|
|
|
74,025
|
|
|
56,332
|
|
||||
Gross profit
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
13,222
|
|
|
13,713
|
|
|
39,359
|
|
|
33,656
|
|
||||
Advertising
|
|
2,368
|
|
|
1,329
|
|
|
7,157
|
|
|
4,198
|
|
||||
Mobile Navigation
|
|
4,582
|
|
|
6,405
|
|
|
15,051
|
|
|
22,867
|
|
||||
Total gross profit
|
|
$
|
20,172
|
|
|
$
|
21,447
|
|
|
$
|
61,567
|
|
|
$
|
60,721
|
|
Gross margin
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
38
|
%
|
|
47
|
%
|
|
40
|
%
|
|
46
|
%
|
||||
Advertising
|
|
46
|
%
|
|
33
|
%
|
|
43
|
%
|
|
33
|
%
|
||||
Mobile Navigation
|
|
72
|
%
|
|
73
|
%
|
|
73
|
%
|
|
73
|
%
|
||||
Total gross margin
|
|
44
|
%
|
|
51
|
%
|
|
45
|
%
|
|
52
|
%
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
(7,213
|
)
|
|
$
|
473
|
|
Net cash provided by investing activities
|
|
5,901
|
|
|
6,721
|
|
||
Net cash used in financing activities
|
|
(1,789
|
)
|
|
(1,255
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(183
|
)
|
|
(1,888
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(3,284
|
)
|
|
$
|
4,051
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
the ability of automobile manufacturers to sell automobiles equipped with our products;
|
•
|
the introduction of competitive in-car platforms and products, such as Apple's CarPlay and Google's auto initiatives, including
Open Automotive Alliance;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition, such as the change in revenue recognition anticipated with the Ford Sync 3 on-board solution;
|
•
|
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 United States;
|
•
|
the effectiveness of our entry into new business areas, such as advertising;
|
•
|
the loss of our relationship, a change in our revenue model, or a change in pricing with any particular customer;
|
•
|
poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;
|
•
|
warranty claims based on the performance of our products and the potential impact on our reputation with navigation users and automotive OEMs;
|
•
|
the transition away from paid carrier navigation to freemium offerings for mobile phone-based navigation services;
|
•
|
loss of subscribers by our wireless carrier customers or a reduction in the number of subscribers to plans that include our services;
|
•
|
the timing and quality of information we receive from our customers;
|
•
|
our inability to attract new end users;
|
•
|
the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure through acquisitions or organic growth;
|
•
|
the timing of expenses related to the development or acquisition of technologies, products or businesses;
|
•
|
the timing and success of new service introductions by us or our competitors;
|
•
|
the timing and success of marketing expenditures for our products;
|
•
|
the extent of any interruption in our services;
|
•
|
potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;
|
•
|
general economic, industry and market conditions that impact expenditures for new vehicles, smartphones and mobile location services in the United States and other countries where we sell our services and products;
|
•
|
changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;
|
•
|
changes in our effective tax rates; and
|
•
|
the impact of new accounting pronouncements.
|
•
|
the provision of their services at no or low cost to consumers;
|
•
|
significantly greater revenue and financial resources;
|
•
|
stronger brand and consumer recognition regionally or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger wireless carrier, automotive, handset manufacturer and advertising agency relationships;
|
•
|
stronger international presence may make our larger competitors more attractive partners to automotive manufacturers and OEMs;
|
•
|
greater resources to make and integrate acquisitions;
|
•
|
lower labor and development costs; and
|
•
|
broader global distribution and presence.
|
•
|
difficulties in integrating and managing the operations, technologies and products of the companies we acquire, which is geographically remote from our existing operations;
|
•
|
diversion of our management’s attention from normal daily operation of our business;
|
•
|
our inability to maintain the key business relationships and the reputations of the businesses we acquire;
|
•
|
our inability to retain key personnel of the acquired company;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar affiliates and customers of the companies we acquire;
|
•
|
insufficient revenue to offset our increased expenses associated with acquisitions;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
|
•
|
our inability to maintain internal standards, controls, procedures and policies.
|
•
|
impact 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.
|
•
|
changes in forecasted annual operating income or loss by jurisdiction;
|
•
|
changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;
|
•
|
changes to the valuation allowance on net deferred tax assets;
|
•
|
changes to actual or forecasted permanent differences between book and tax reporting, including the tax effects of purchase accounting for acquisitions and non-recurring charges which may cause fluctuations between reporting periods;
|
•
|
impact from any future tax settlements with state, federal or foreign tax authorities;
|
•
|
impact 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;
|
•
|
impact from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the requirements of certain tax rulings;
|
•
|
impact 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;
|
•
|
impact from acquisitions and related integration activities; or
|
•
|
impact from new FASB requirements.
|
•
|
damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;
|
•
|
errors in the processing of data;
|
•
|
computer viruses or software defects;
|
•
|
physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or
|
•
|
errors by our employees or third party service providers.
|
•
|
fluctuations in currency exchange rates;
|
•
|
unexpected changes in foreign regulatory requirements;
|
•
|
difficulties in managing the staffing of remote operations;
|
•
|
potentially adverse tax consequences, including the complexities of foreign value added tax systems, foreign tax withholding, restrictions on the repatriation of earnings and changes in tax rates;
|
•
|
dependence on foreign wireless carriers with different pricing models;
|
•
|
roaming charges to end users;
|
•
|
availability of reliable mobile networks in those countries;
|
•
|
requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
|
•
|
the burdens of complying with a wide variety of foreign laws and different legal standards;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social and economic instability in some jurisdictions;
|
•
|
terrorist attacks and security concerns in general; and
|
•
|
reduced or varied protection for intellectual property rights in some countries.
|
•
|
Our reliance is, in part, on the operational skill of our joint venture partner. Additionally, because we will be the minority equity holder of the joint venture, we may not have the ability to exercise significant influence over the operating and financial policies of the entity. For these reasons, or as a result of other factors, we may not realize the anticipated benefits of the joint venture, and our participation in the joint venture could adversely affect the results of our operations.
|
•
|
Our ability to operate the joint venture is dependent upon, among other things, our ability to attract personnel with the skills, knowledge and experience necessary to carry out the operations of the joint venture. We face intense competition for these individuals worldwide, including in China. We may not be able to attract qualified employees to operate the joint venture, which may negatively affect the value of our investment in the joint venture.
|
•
|
Although we believe we have achieved a strong market position in China, many of our competitors who are significantly larger than we are and have substantially greater financial, distribution, marketing and other resources, more stable manufacturing resources and greater brand strength are also concentrating on growing their businesses in China. In addition, the number of competitors in the marketplace has increased significantly in recent years. Increased investment by our competitors in this market could decrease our market share and competitive position in China.
|
•
|
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;
|
•
|
the replacement of outdated or failing equipment; and
|
•
|
the acquisition of key technologies to support or expand our products and services.
|
•
|
adversely affect our relationships with our current or future customers and other business partners;
|
•
|
cause delays or stoppages in the shipment of Telenav enabled or preloaded mobile phones or vehicles, or cause us to modify or suspend the provision of our navigation services;
|
•
|
cause us to incur significant expenses in defending claims brought against our customers, other business partners or us;
|
•
|
divert management's attention and resources;
|
•
|
subject us to significant damages or settlements;
|
•
|
require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or
|
•
|
require us or our business partners to cease certain activities and/or modify our products or services.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;
|
•
|
the public’s response to our press releases or other public announcements, including our filings with the SEC;
|
•
|
lawsuits threatened or filed against us; and
|
•
|
large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.34+
|
|
Territory License No. 10, dated March 15, 2016, by and between HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
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
|
|
|
|
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
May 9, 2016
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
May 9, 2016
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.34+
|
|
Territory License No. 10, dated March 15, 2016, by and between HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
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
|
|
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
HERE NORTH AMERICA, LLC
|
TELENAV, INC.
|
By: /s/ Lori Bellows
|
By: /s/ Michael Strambi
|
Name: Lori Bellows
|
Name: Michael Strambi
|
Title: Director
|
Title: Chief Financial Officer
|
Date: 3/15/2016
|
Date: 3/4/2016
|
HERE NORTH AMERICA, LLC
|
HERE EUROPE B.V.
|
By: /s/ Jeannie Lee Newman
|
By: /s/ F.M. van Haaren
|
Name: Jeannie Lee Newman
|
Name: F.M. van Haaren
|
Title: Senior Legal Counsel
|
Title: Managing Director
|
Date: 3/15/2016
|
Date: 14 Mar, 2016
|
HERE SOLUTIONS KOREA CO. LTD.
|
HERE EUROPE B.V.
|
By: /s/ Lori Bellows
|
By: /s/ P.W.A.M van Hulzen
|
Name: Lori Bellows
|
Name: P.W.A.M van Hulzen
|
Title: Director
|
Title: Sr. Mgr. Product Release
|
Date: 3/15/2016
|
Date: 14 Mar, 2016
|
TERMS AND CONDITIONS
|
I.
|
Territories
.
|
x
|
North America Territory –United States (including Puerto Rico, and US Virgin Islands), Canada and Mexico
|
x
|
Latin America Territory – (consisting of Brazil, Argentina, Chile, Venezuela, Colombia, Peru, Uruguay, Martinique, Guadeloupe, French Guiana, Cayman Islands, The Bahamas, Costa Rica, Panama, Paraguay, and Aruba)
|
x
|
India
|
x
|
South Korea
|
x
|
Taiwan
|
x
|
Southeast Asia Territory – (consisting of Vietnam, Thailand, Philippines, Singapore, Malaysia, Indonesia, and Brunei)
|
x
|
Australia/New Zealand
|
x
|
Israel
|
x
|
Africa Territory – (consisting of Botswana, Egypt, Kenya, Lesotho, Morocco, Namibia, South Africa, and Swaziland)
|
x
|
Middle East Territory – (consisting of Bahrain, Jordan, Kazakhstan, Kuwait, Lebanon, Oman, Qatar, United Arab Emirates, and Saudi Arabia)
|
x
|
Turkey
|
x
|
Europe Territory, consisting of:
|
•
|
Eastern Europe
|
•
|
Western Europe
|
II.
|
Data
|
A.
|
Base Map Data
. “
Base Map Data
” means, as it relates to any particular country, the standard geographic map data (i.e., not including Additional Content) as and when generally released for commercial use by HERE for such country or portion thereof and which is referred to (and further described) in the applicable standard product documentation provided by HERE as the “Base Map” for that country or portion thereof. For purposes of determining which features and attributes are deemed to be “Base Map Data” and covered by the per Subscription Fees in
Exhibit D
,
a description of such features and attributes is set forth in the then-current Attribute Overview and Usage Guide (or equivalent document) made available to Client as part of the Customer Technical Reference Guide. HERE may update the list of features and attributes included in “Base Map Data” but shall not reclassify any “Base” attributes as “Premium”. In the event that HERE violates the foregoing, Client shall have the right to continue using such attribute as part of the
|
B.
|
Additional Content
. “
Additional Content
” means Data licensed under this TL in addition to Base Map 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 and [*****];
provided, however
, subject to HERE’s rights under its supplier agreements, that the last releases provided by HERE to Client of any discontinued Additional Content may be included in any Copies distributed thereafter. For sake of clarity, Client may continue to include discontinued Additional Content in Copies previously distributed prior to receipt of notice from HERE of such discontinuation. 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.
|
A.
|
A “
Route Guidance Application
” means a [*****] that may include [*****] and that uses Data solely to provide information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and (c) positioning. For sake of clarity, Route Guidance Applications may not be capable of determining an Electronic Horizon and/or enabling [*****] functionality.
|
B.
|
A “[*****]
Route Guidance Application
” means a [*****] that may include [*****] and that uses Data solely to provide information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, (c) positioning and (d) being capable of determining an [*****] and/or enabling [*****] functionality. “[*****]” means functionality that enables a [*****] Route Guidance Application for, or in connection with, any systems or functions for [*****] control of vehicle behavior, including, for example, systems or functions for the control of vehicle [*****] and [*****].
|
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 [*****]’s and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User for storage on physical storage media possessed by the End-User (collectively, “Copies”);
|
B.
|
Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] (including HERE) for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto the physical storage media possessed by the End-User), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein. 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 [*****], from using the Data in Applications licensed to such employees for their personal use;
|
C.
|
Storing the Compiled Data on one or more internal servers possessed or otherwise controlled by Client solely to provide information for Applications licensed hereunder solely for the End-Users’ own internal business and personal use with Applications, provided that Client may not enable access to, or provide, any updated or more recent versions of the
|
D.
|
Storing a limited cache of Destination/Waypoint data solely as a list of “Favorites” or “Recents” for individual End-Users on one or more internal servers possessed or otherwise controlled by Client or [*****] in accordance with Section VII(D) below.
|
E.
|
For sake of clarity, notwithstanding anything to the contrary under this TL, Client’s rights herein are limited solely to production and distribution of Compiled Data to [*****] and/or any [*****] designated third party. Client shall not distribute, provide or otherwise make available any [*****] to any End-User under this TL. Such [*****] may only be distributed, provided or otherwise made available to an End User through [*****] or a [*****] designated third party; provided that such End-User has entered into a Subscription or has otherwise paid the per Copy fee for such [*****].
|
A.
|
License Fees
. License fees hereunder consist of the per Copy fees applicable to use of the Data for the applicable Territory for each Application specified herein (“License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in such Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in
Exhibit D
reflects the total amount due to HERE for each Copy, after combining the License Fees and the applicable Additional Content Fees (collectively, the “License Fees”). For sake of clarity, the License Fees per Copy shall include the $[*****] for use of the [*****], subject to the terms and conditions of that [*****], made by and between Client and [*****], dated [*****], and shall be paid to HERE in accordance with this TL, in connection with the [*****] Route Guidance Applications, regardless of whether [*****] functionality within such Application is activated or not activated by [*****].
|
B.
|
License Fee Reports & Due Dates
. Notwithstanding anything to the contrary under Section 5.8 of the Agreement, License Fee reports specifying (i) the number of Copies distributed; (ii) compilation version of such Copies and (iii) a non-binding forecast of Copies to be distributed during the [*****] months following such reporting period, in each calendar month are due by the [*****] day after the end of the month for which the report is provided (e.g., for Copies distributed in January 2015, the License Fee report is due by [*****]). Following receipt of such report, HERE shall invoice Client for the amounts due.
Client shall pay the License Fees as specified under
Exhibit D
by the [*****] day of the [*****] month following the month for which the License Fee report is provided (e.g., for Copies distributed in January 2015, the License Fee report is due by [*****], and payment is due by [*****]).
|
C.
|
[*****]
Units
|
a.
|
[*****]
Units
. Subject to the terms and conditions herein, HERE shall waive the License Fees for units distributed to [*****] for [*****]of [*****] Units (the “[*****] Units”), provided that (i) the total number of [*****] Units in the aggregate do not exceed [*****] of the average [*****] number of Copies that are distributed in the immediately prior [*****] month period in which a change is made to Compiled Data in [*****] that are released to a [*****](e.g., [*****]) and (ii) such [*****] Units use the next version of the Compiled Data in such updated [*****]. [*****] Units must be reported within [*****] days of a change in Compiled Data for such unit.
|
b.
|
[*****]
Units
. Subject to the terms and conditions herein, HERE shall waive the License Fees for units distributed to [*****] for [*****] of [*****] Units (the “[*****] Units”), provided that (i) the total number of [*****] Units in the aggregate do not exceed [*****]of the average [*****] number of Copies distributed in the immediately prior [*****]month period; and (ii) the [*****] Units use a the same version of the Compiled Data in such[*****] Unit.
|
c.
|
Notwithstanding the foregoing, HERE will waive such License Fees for [*****] Units provided that Client: (i) report all [*****] Units according to each such unit’s Compiled Data version; (ii) include [*****] in the License Fee report (e.g., separate line items for [*****] for [*****] Units, [*****] for [*****] Units and [*****]for [*****] Units); (iii) provides written certification of the [*****] or [*****] of any [*****]Unit or [*****] Unit. HERE may audit Client records to confirm compliance with this Section V(C) in accordance with Section VII(A) of this TL.
|
1.
|
“[*****]
Unit
” means a Client [*****] unit that has not been distributed by [*****] to an End-User that [*****] returns to Client for [*****] with the next version that uses the Compiled Data.
|
2.
|
“[*****]
Unit
” means a Client [*****] unit that [*****] deems to be [*****]and is returned to Client by [*****] for [*****] with the same version that uses the Compiled Data. For sake of clarity, any [*****] Unit that does
|
3.
|
“[*****] Units” and “[*****] Units” shall be collectively referred to herein as “[*****] Units.”
|
D.
|
Currency
. License Fees hereunder shall be paid in U.S. Dollars.
|
A.
|
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 comply with the requirements for End User Terms as specified in Exhibit B.
|
B.
|
Client shall comply with the third party supplier requirements and restrictions with respect to use of the Data as made available through the HERE B2B Download Center.
|
C.
|
Notwithstanding any termination or expiration of the Agreement or this TL, an End-User’s right to use the last version of the Copy of the Compiled Data received by the End-User in connection 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. For sake of clarity, the foregoing right does not include continued access to Data in connection with [*****] that may have been included in the Application.
|
A.
|
Audit
. During the TL Term, HERE has the right to audit Client’s records regarding (i) its use of the Data; (ii) the number of Copies and Subscriptions granted for the calculation of license fees; and (iii) information specifying each [*****] to a [*****], [*****] of each[*****], the [*****] of each [*****]and the [*****] of all [*****] as set forth under Section VII(F) below, in accordance with Section 5.9 of the Agreement. With respect to any License Fees reported by Client which are based on third party reports (e.g. Subscriptions reported by [*****]), Client shall use commercially best efforts to require such third party to provide adequate documentation and information for a period covering [*****] years after the applicable payment of License Fees related to such reported amounts to substantiate the methodology used to track Subscriptions and to verify the accuracy of the number reported.
|
B.
|
Location Platform Services
. Client’s use of HERE APIs to enable the Applications to access certain location platform services made available by HERE are subject to the terms and conditions of the separate agreement for which such APIs are licensed to Client, made by and between Client and HERE.
|
C.
|
Third Party Content
. Client may not combine, associate, use or layer third party content or data with the Data and/or information or results derived from the Data that is [*****] specified under Attachment 1 to this TL, except solely for the following content,
provided that
Client provides correct attribution so that the origin of the Data and the origin of the third party content can be reasonably understood:
|
•
|
Client may display [*****] and [*****] data with the Data. As used herein, “[*****]” data means the [*****]for [*****] (e.g., [*****]). For purposes of clarity, a [*****]does not include the [*****] (e.g., [*****]).
|
•
|
Client may [*****] or [*****] on results derived from the Data.
|
•
|
Client may [*****] using the Data.
|
•
|
Client may [*****] and [*****] using the Data.
|
•
|
For matched third party POI data, Client may [*****] with [*****], provided that Client complies with the following: (i) resulting [*****] may only be used for the Application licensed hereunder (ii) [*****] may not be used to [*****], except for the specific purpose indicated in (i) above, and (iii) any use of [*****] is subject to proper attribution as described herein in sections VI.A. and VII.E.
|
•
|
Client may allow End-Users to [*****] from [*****] of POI data.
|
•
|
Client may allow other [*****] running on a vehicle to access or update [*****] and/or “[*****]” as defined in Section VII(D) below. In addition, Client may allow such [*****]running on a vehicle solely to send information to the [*****] for purposes of [*****], or [*****], [*****] solely [*****].
|
D.
|
Caching
. Notwithstanding anything to the contrary contained herein, [*****] shall be allowed to store a limited cache of Destination/Waypoint data for individual End-Users from Compiled Data accessed by such individual End-Users through the Application as a list of “Favorites” (up to [*****] Destination/Waypoints) and/or “Recents” (up to [*****] Destination/Waypoints) on its servers. The cached Destination/Waypoint data for each individual End-User may be [*****]by such End-User as part of the [*****] in Applications licensed hereunder. Notwithstanding the foregoing, the cached Destination/Waypoint data shall not be (a) made accessible to applications for purposes other than an individual End-User’s internal business and personal use of the Destination/Waypoint data stored under that end user’s
|
E.
|
HERE Marks and Legends
. Client shall include HERE Marks and the applicable HERE copyright notice (as specified in the HERE branding guidance as provided by HERE to Client) and third party copyright and similar notices and legends as specified in the Agreement, the HERE branding guidance and/or otherwise provided by HERE in the 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 [*****]’s requirements.
|
F.
|
[*****]. Client may display the entire navigation experience or portions thereof in connection with a licensed Application to the End-User on [*****] or [*****] within a vehicle running such licensed Application.
|
G.
|
[*****]. Subject to the terms and conditions set forth herein, in the event an [*****] is [*****] in compliance with [*****]’s [*****], the Subscription in connection with the [*****] may be “[*****]” (i.e., the Subscription period shall be [*****] for either the applicable [*****] or [*****] period) for such [*****] when [*****] to a [*****] and will not be subject to additional charges to Client, provided that:
|
•
|
Such [*****] is [*****]within [*****] days of
[*****]
or
[*****]
of the [*****] to such End-User;
|
•
|
Client reports the number of [*****] that include a [*****] as a separate line item in the License Fee reports in accordance with Section V(B) above; and
|
•
|
Client maintains detailed records of [*****] in accordance with Section VII(A) above.
|
EXHIBIT A
DEFINITIONS
|
EXHIBIT B
END-USER TERMS
|
i.
|
restrict use of the Data to the End-User's own use for use with the Application;
|
ii.
|
prohibit use of the Data with geographic data from competitors of HERE (unless otherwise expressly permitted in writing by HERE);
|
iii.
|
prohibit reverse-engineering and archiving of the Data;
|
iv.
|
prohibit any export of the Data (or derivative thereof) except in compliance with applicable export laws, rules and regulations;
|
v.
|
require the End-User to cease using the Data if End-User fails to comply with the terms and conditions of the End-User terms;
|
vi.
|
provide notice to the End-User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently contained at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified to Customer by HERE);
|
vii.
|
provide notice to United States Government End-Users that the Data is a "commercial item", as that term is defined at 48 C.F.R. ("FAR") 2.101, and is licensed in accordance with the End-User terms under which the Data is provided;
|
viii.
|
affirmatively disclaim any warranties, express or implied of quality, performance, merchantability, fitness for a particular purpose and non-infringement;
|
ix.
|
affirmatively disclaim liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the Data; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Data, any defect or inaccuracy in the Data, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Client, HERE or their suppliers have been advised of the possibility of such damages; and
|
x.
|
do not make or imply any warranties on behalf of HERE or its data suppliers or provide any right of liability or indemnity against HERE or its data suppliers.
|
EXHIBIT C
|
EXHIBIT D
PRICING
|
PER COPY LICENSE FEES
|
|||
Territory*
|
[*****]
(Start of Production through [*****])
|
[*****]
([*****] through [*****])
|
[*****]
([*****] through [*****] and beyond)
|
North America Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Europe Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Australia/New Zealand
|
$[*****]
|
$[*****]
|
$[*****]
|
Middle East Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Israel
|
$[*****]
|
$[*****]
|
$[*****]
|
Africa Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
South Korea
|
$[*****]
|
$[*****]
|
$[*****]
|
Taiwan
|
$[*****]
|
$[*****]
|
$[*****]
|
Latin America Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Southeast Asia Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
India
|
$[*****]
|
$[*****]
|
$[*****]
|
Turkey
|
$[*****]
|
$[*****]
|
$[*****]
|
PER COPY LICENSE FEES
|
|||
Territory
|
[*****]
(Start of Production through [*****])
|
[*****]
([*****]through [*****])
|
[*****] ([*****]through [*****] and beyond)
|
North America Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Europe Territory
|
$[*****]
|
$[*****]
|
[*****]
|
PER COPY LICENSE FEES FOR ROUTE GUIDANCE APPLICATIONS WITH
[*****]
|
|||
Territory*
|
[*****]
(Start of Production through [*****])
|
[*****]
([*****]through [*****])
|
[*****]
([*****]through [*****] and beyond)
|
North America Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Europe Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Australia/New Zealand
|
$[*****]
|
$[*****]
|
$[*****]
|
Middle East Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Israel
|
$[*****]
|
$[*****]
|
$[*****]
|
Africa Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
South Korea
|
$[*****]
|
$[*****]
|
$[*****]
|
Taiwan
|
$[*****]
|
$[*****]
|
$[*****]
|
Latin America Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
Southeast Asia Territory
|
$[*****]
|
$[*****]
|
$[*****]
|
India
|
$[*****]
|
$[*****]
|
$[*****]
|
Turkey
|
$[*****]
|
$[*****]
|
$[*****]
|
EXHIBIT E
SERVICE LEVEL AGREEMENT FOR HERE TRAFFIC (ML)
|
1.
|
SCOPE
|
2.
|
STANDARD SERVICE HOURS
|
3.
|
REPORTING
|
4.
|
SERVICE LEVEL TARGETS
|
Table 1 – Service Level Targets
|
||
HERE Service Name
|
Description
|
Service Availability Target
|
HALO Delivery Services
|
Connected Traffic Feed Service Availability
|
[*****]%
•
<[*****] down time for any single outage
•
<[*****] between any two outages
|
HALO Delivery Services
|
Connected Traffic Feed Data Refresh
|
<[*****] between data refresh/update intervals
|
HALO Delivery Services
|
Request – Response Times
|
<[*****]
|
5.
|
DENIAL OF SERVICE
|
6.
|
INCIDENT MANAGEMENT
|
6.1.
|
Network Operations Centre
|
6.2.
|
Monitoring
|
6.3.
|
Incident Number
|
6.4.
|
Incident Ticket
|
6.5.
|
Incident Priority
|
6.5.1.
|
Priority 1 Incident – Critical
|
•
|
No access to the HERE Service(s)
|
•
|
Significant parts of the HERE Services(s) are unusable in accordance with the HERE Service(s) operating guidelines
|
6.5.2.
|
Priority 2 Incident – High
|
•
|
Significantly limited access to all of the services provided by HERE
|
6.5.3.
|
Priority 3 Incident – Medium
|
•
|
Limited functionality of the HERE Service(s) affecting a small number of users
|
6.5.4.
|
Service Request
|
6.6.
|
Incident Notification and Support Contacts
|
6.7.
|
Incident Response Time
|
6.8.
|
Incident Resolution
|
6.9.
|
Incident Resolution Time
|
6.10.
|
Incident Management Targets
|
Table 1 – Incident Management Targets
|
||
Incident Priority
|
Target Incident Response Target
|
Target Incident Resolution Time (Median)
|
Priority 1
|
[*****]
|
[*****]
|
Priority 2
|
[*****]
|
[*****]
|
Priority 3
|
[*****]
|
[*****]
Applicable to Incidents reported to HERE only
|
6.11.
|
Escalation Process
|
7.
|
CLIENT RESPONSIBILITIES
|
7.1.
|
Incident Notification
|
▪
|
Name of the Company
|
▪
|
Contact
|
▪
|
Contact phone number
|
▪
|
Contact email address
|
▪
|
Identification of affected HERE Service(s)
|
▪
|
Description of the problem
|
▪
|
Details of the domain or URL being accessed
|
▪
|
Provide HERE with the steps to reproduce
|
▪
|
Relevant information regarding the issue being reported e.g. symptoms of the issues, any error messages being given, etc…
|
7.2.
|
Language
|
8.
|
CHANGE MANAGEMENT
|
8.1.
|
Scheduled Maintenance
|
8.2.
|
Scheduled Maintenance Notifications
|
8.3.
|
Emergency Maintenance
|
8.4.
|
Emergency Maintenance Notification
|
9.
|
EXCLUDED MARKETS
|
•
|
South Korea
|
•
|
Any other country(ies), region(s) or territory(ies) that is not licensed under the Agreement.
|
10.
|
EXCLUDED SERVICES, CONDITIONS, AND EVENTS
|
•
|
Any Services in a manner not expressly mentioned under this SLA are excluded from this SLA.
|
•
|
Any item not defined as part of the HERE Service(s)
|
•
|
Any equipment or functionality, e.g. internet connectivity, which is outside of the sole control of HERE.
|
•
|
Incidents created by Client error or omission
|
•
|
Any use of HERE Service(s) which does not comply with the HERE specification or the agreement, or both
|
•
|
Issues with the Web API monitoring tools used for Service Availability calculation (e.g. Keynote, CatchPoint or similar product) are excluded
|
•
|
Force Majeure events
|
11.
|
CONTACTS
|
11.1.
|
HERE N.O.C. Contacts
|
Table 2 - HERE N.O.C. Contacts
|
HERE N.O.C.
|
Phone:
[*****]
[*****]
Email:
[*****]
|
N.O.C. Leadership Team
|
Phone:
[*****]
[*****]
Email:
[*****]
|
Director of Service Management
|
Phone:
[*****]
[*****]
Email:
[*****]
All requests for the Director of Service Management should be addressed through the N.O.C.
|
11.2.
|
HERE Escalation Contacts
|
Table 3 – HERE Escalation Contacts
|
||||
Level
|
When to Escalate
|
Contact
|
|
Details
|
0
|
Reporting of Incident only
|
HERE N.O.C.
|
Phone:
[*****]
[*****]
Email:
[*****]
|
|
1
|
After Target for Incident Resolution Time has been exceeded by [*****]
|
N.O.C. Shift Manager
|
Phone:
[*****]
[*****]
Email:
[*****]
|
|
2
|
After Target for Incident Resolution Time has been exceeded by [*****]
|
Head of Support Operations
All requests for the Head of Support Operations should be addressed through the N.O.C.
|
Phone:
[*****]
[*****]
Email:
[*****]
|
|
3
|
After Target for Incident Resolution Time has been exceeded by [*****]
|
Director of Service Management
All requests for the Director of Service Management should be addressed through the N.O.C.
|
Phone:
[*****]
[*****]
Email:
[*****]
|
11.3.
|
HERE Change Management Contacts
|
Table 4 – HERE Change Management Contacts
|
||
Contact
|
|
Details
|
HERE Change Management
|
Email:
|
[*****]
|
11.4.
|
Client N.O.C. Contacts
|
Table 5 –Client Contacts
|
||
Contact
|
|
Details
|
Telenav N.O.C.
|
Email:
|
[*****]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
DEFINITIONS
|
ATTACHMENT 1
CORE CONTENT CATEGORIES
|
Number
|
Attribute List
|
Q22013 Content Name
(Base Map/Content Name) |
Commingling
(Core/Open Data Content) |
Description
|
1. Link Attributes
|
|
|
|
|
General Attributes
|
|
|
|
|
1
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
2
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
3
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
4
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
5
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
6
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
7
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
8
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
9
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Lane Attributes (10-18)
|
|
|
|
|
10
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
11
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
12
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
13
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
14
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
15
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
16
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
17
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
18
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
19
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
20
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
21
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
22
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
23
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
24
|
[*****]
|
Speed Limits
|
[*****]
|
[*****]
|
25
|
[*****]
|
Speed Limits
|
[*****]
|
[*****]
|
26
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
27
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Access Characteristics
|
|
|
|
|
28
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
29
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
30
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
31
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
32
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
33
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
34
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
35
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
36
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
37
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Display Characteristics
|
|
|
|
|
38
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
39
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
40
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Complex Intersection (41-46)
|
|
|
|
|
41
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
42
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
43
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
44
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
45
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
46
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
47
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
48
|
[*****]
|
Trucks (Loading Dock Locations)
|
[*****]
|
[*****]
|
49
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
50
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
51
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
52
|
[*****]
|
Off-Road
|
[*****]
|
[*****]
|
53
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
54
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
55
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
56
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
57
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
58
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
59
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
60
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
61
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
62
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
63
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
64
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
65
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
66
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
67
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Special Attributes
|
|
|
|
|
[*****]
|
|
|
|
|
68
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
|
69
|
[*****]
|
Enhanced Curvature
|
[*****]
|
[*****]
|
70
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
71
|
[*****]
|
Enhanced Curvature
|
[*****]
|
[*****]
|
72
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
.
|
73
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
|
74
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
75
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
76
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
77
|
[*****]
|
Scenic Routes
|
[*****]
|
[*****]
|
78
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
79
|
[*****]
|
Trucks
|
[*****]
|
[*****]
|
80
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
81
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Names/Addresses
|
|
|
|
|
82
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
83
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
84
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
85
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
86
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
87
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
88
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
89
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
90
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
91
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
92
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
93
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Name Status
|
|
|
|
|
94
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
95
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
96
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
97
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
98
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
99
|
[*****]
|
Scenic Routes
|
[*****]
|
[*****]
|
100
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
101
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
2. Administrative Areas
|
|
|
|
|
102
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
103
|
[*****]
|
Base Map
|
[*****]
|
|
104
|
[*****]
|
Base Map
|
[*****]
|
|
105
|
[*****]
|
Base Map
|
[*****]
|
|
106
|
[*****]
|
Base Map
|
[*****]
|
|
107
|
[*****]
|
Base Map
|
[*****]
|
|
108
|
[*****]
|
Base Map
|
[*****]
|
|
109
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
110
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
111
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
112
|
|
Base Map
|
[*****]
|
[*****]
|
113
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
114
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
115
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
116
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
117
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
118
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
119
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
120
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
121
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
122
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
3. Point Features
|
|
|
|
|
Point Features
|
|
|
|
|
123
|
[*****]
|
Trucks (Distance Markers)
|
[*****]
|
[*****]
|
124
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
125
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
126
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
127
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
Point Feature Attributes
|
|
|
|
|
128
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
129
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
130
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
131
|
[*****]
|
Natural Guidance
|
[*****]
|
|
132
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
133
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
134
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
.
|
135
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
136
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
137
|
[*****]
|
Trucks (Distance Markers)
|
[*****]
|
[*****]
|
138
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
139
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
140
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
141
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
142
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
143
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
144
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
145
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
146
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
147
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
148
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
149
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
150
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
151
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
152
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
153
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
4. Points of Interest
|
|
|
|
|
154
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
155
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
156
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
157
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
158
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
159
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
160
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
161
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
162
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
163
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
164
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
165
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
166
|
[*****]
|
Fuel Types
|
[*****]
|
[*****]
|
167
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
168
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
169
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
170
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
171
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
172
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
173
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
174
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
175
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
176
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
177
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
178
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
179
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
180
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
181
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
182
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
183
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
184
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
185
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
186
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
187
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
188
|
[*****]
|
Base Map
|
[*****]
|
|
189
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
190
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
191
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
192
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
193
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
194
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
195
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
196
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
197
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
198
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
199
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
200
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
201
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
202
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Additional Attributes (203-210)
|
|
|
|
|
203
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
204
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
205
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
206
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
207
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
208
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
209
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
210
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
5. Signs
|
|
|
|
|
211
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
212
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
213
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
214
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
215
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
216
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
217
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
218
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
219
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
6. Land use
|
|
|
|
|
Landuse Features
|
|
|
|
|
220
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
221
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
222
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
223
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
224
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
225
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
226
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
227
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
228
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
229
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
230
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
231
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
232
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
233
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
234
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
235
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
236
|
[*****]
|
Enhanced Elevation Contours
|
[*****]
|
[*****]
|
237
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
238
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
239
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
240
|
[*****]
|
Base Map
|
[*****]
|
[*****]
.
|
241
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
242
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
243
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
244
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
245
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
246
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
247
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
248
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
249
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
250
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
251
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
252
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
253
|
[*****]
|
Base Map
|
[*****]
|
|
254
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
255
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
256
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
257
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
258
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
259
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
260
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
261
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
262
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
263
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
264
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
265
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
266
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Land use Attributes
|
|
|
|
|
267
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
268
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
269
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
270
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
271
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
272
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
273
|
[*****]
|
Basic 3D City Models
|
[*****]
|
[*****]
|
274
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
275
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
276
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
277
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
7. Country Attributes
|
|
|
|
|
278
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
279
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
280
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
281
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
282
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
283
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
284
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
285
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
286
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
287
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
288
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
289
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
290
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
291
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
292
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
293
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
8. Node Attributes
|
|
|
|
|
294
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
295
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
296
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
297
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
9. Conditions
|
|
|
|
|
Condition Type
|
|
|
|
|
298
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
299
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
300
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
301
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
302
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
303
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
304
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
305
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
306
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
307
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
308
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
309
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
310
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
311
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
312
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
313
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
314
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
315
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
316
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
317
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
318
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
319
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
320
|
[*****]
|
2D Junction Visuals
|
[*****]
|
[*****]
|
321
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
322
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
323
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
324
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
325
|
[*****]
|
Parking Restrictions
|
[*****]
|
|
326
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
327
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
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.
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Date:
|
May 9, 2016
|
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By:
|
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/s/ Dr. HP JIN
|
|
|
|
|
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DR. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
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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;
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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;
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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:
|
May 9, 2016
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
May 9, 2016
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
May 9, 2016
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|