|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
77-0521800
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
ý
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
Page No.
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
Condensed Consolidated Statements of
Operations
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
Item 1.
|
Financial Statements.
|
|
|
September 30,
2016 |
|
June 30,
2016* |
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,535
|
|
|
$
|
21,349
|
|
Short-term investments
|
|
85,816
|
|
|
88,277
|
|
||
Accounts receivable, net of allowances of $80 and $111 at September 30, 2016 and June 30, 2016, respectively
|
|
42,712
|
|
|
42,216
|
|
||
Restricted cash
|
|
4,980
|
|
|
5,109
|
|
||
Income taxes receivable
|
|
686
|
|
|
687
|
|
||
Deferred costs
|
|
2,354
|
|
|
1,784
|
|
||
Prepaid expenses and other current assets
|
|
4,473
|
|
|
4,448
|
|
||
Total current assets
|
|
157,556
|
|
|
163,870
|
|
||
Property and equipment, net
|
|
5,141
|
|
|
5,247
|
|
||
Deferred income taxes, non-current
|
|
642
|
|
|
661
|
|
||
Goodwill and intangible assets, net
|
|
35,734
|
|
|
35,993
|
|
||
Deferred costs, non-current
|
|
12,579
|
|
|
10,292
|
|
||
Other assets
|
|
1,919
|
|
|
2,184
|
|
||
Total assets
|
|
$
|
213,571
|
|
|
$
|
218,247
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
9,542
|
|
|
$
|
4,992
|
|
Accrued compensation
|
|
6,449
|
|
|
9,308
|
|
||
Accrued royalties
|
|
14,777
|
|
|
15,331
|
|
||
Other accrued expenses
|
|
10,087
|
|
|
11,635
|
|
||
Deferred revenue
|
|
4,994
|
|
|
4,334
|
|
||
Income taxes payable
|
|
180
|
|
|
88
|
|
||
Total current liabilities
|
|
46,029
|
|
|
45,688
|
|
||
Deferred rent, non-current
|
|
1,272
|
|
|
1,124
|
|
||
Deferred revenue, non-current
|
|
23,417
|
|
|
19,035
|
|
||
Other long-term liabilities
|
|
1,273
|
|
|
2,715
|
|
||
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; 43,139 and 42,708 shares issued and outstanding at September 30, 2016 and June 30, 2016, respectively
|
|
43
|
|
|
43
|
|
||
Additional paid-in capital
|
|
151,083
|
|
|
149,775
|
|
||
Accumulated other comprehensive loss
|
|
(1,845
|
)
|
|
(1,767
|
)
|
||
Retained earnings (deficit)
|
|
(7,701
|
)
|
|
1,634
|
|
||
Total stockholders’ equity
|
|
141,580
|
|
|
149,685
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
213,571
|
|
|
$
|
218,247
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
29,423
|
|
|
$
|
31,109
|
|
Services
|
|
12,804
|
|
|
12,952
|
|
||
Total revenue
|
|
42,227
|
|
|
44,061
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
17,761
|
|
|
18,083
|
|
||
Services
|
|
5,715
|
|
|
5,304
|
|
||
Total cost of revenue
|
|
23,476
|
|
|
23,387
|
|
||
Gross profit
|
|
18,751
|
|
|
20,674
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
18,018
|
|
|
17,987
|
|
||
Sales and marketing
|
|
5,268
|
|
|
6,998
|
|
||
General and administrative
|
|
5,491
|
|
|
6,235
|
|
||
Total operating expenses
|
|
28,777
|
|
|
31,220
|
|
||
Loss from operations
|
|
(10,026
|
)
|
|
(10,546
|
)
|
||
Other income (expense), net
|
|
296
|
|
|
(187
|
)
|
||
Loss before provision (benefit) for income taxes
|
|
(9,730
|
)
|
|
(10,733
|
)
|
||
Provision (benefit) for income taxes
|
|
(395
|
)
|
|
113
|
|
||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
|
|
|
|
|
||||
Net loss per share:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.22
|
)
|
|
$
|
(0.27
|
)
|
Weighted average shares used in computing net loss per share:
|
|
|
|
|
||||
Basic and diluted
|
|
42,838
|
|
|
40,601
|
|
||
|
|
|
|
|
||||
Stock-based compensation expense included above:
|
|
|
|
|
||||
Cost of revenue
|
|
$
|
29
|
|
|
$
|
32
|
|
Research and development
|
|
1,490
|
|
|
1,458
|
|
||
Sales and marketing
|
|
494
|
|
|
840
|
|
||
General and administrative
|
|
528
|
|
|
757
|
|
||
Total stock-based compensation expense
|
|
$
|
2,541
|
|
|
$
|
3,087
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
66
|
|
|
(184
|
)
|
||
Available-for-sale securities:
|
|
|
|
|
||||
Unrealized (gain) loss on available-for-sale securities, net of tax
|
|
(138
|
)
|
|
6
|
|
||
Reclassification adjustments for gain (loss) on available-for-sale securities recognized, net of tax
|
|
(6
|
)
|
|
2
|
|
||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
(144
|
)
|
|
8
|
|
||
Other comprehensive income (loss), net of tax
|
|
(78
|
)
|
|
(176
|
)
|
||
Comprehensive loss
|
|
$
|
(9,413
|
)
|
|
$
|
(11,022
|
)
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
637
|
|
|
1,069
|
|
||
Accretion of net premium on short-term investments
|
|
125
|
|
|
205
|
|
||
Stock-based compensation expense
|
|
2,541
|
|
|
3,087
|
|
||
Write-off of long-term investments
|
|
—
|
|
|
442
|
|
||
Bad debt expense
|
|
67
|
|
|
73
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(563
|
)
|
|
(1,933
|
)
|
||
Deferred income taxes
|
|
19
|
|
|
(247
|
)
|
||
Restricted cash
|
|
129
|
|
|
99
|
|
||
Income taxes receivable
|
|
1
|
|
|
608
|
|
||
Deferred costs
|
|
(2,857
|
)
|
|
(2,673
|
)
|
||
Prepaid expenses and other current assets
|
|
(25
|
)
|
|
100
|
|
||
Other assets
|
|
18
|
|
|
141
|
|
||
Accounts payable
|
|
4,533
|
|
|
(97
|
)
|
||
Accrued compensation
|
|
(2,859
|
)
|
|
(2,662
|
)
|
||
Accrued royalties
|
|
(554
|
)
|
|
3,401
|
|
||
Accrued expenses and other liabilities
|
|
(2,775
|
)
|
|
(436
|
)
|
||
Income taxes payable
|
|
92
|
|
|
27
|
|
||
Deferred rent
|
|
75
|
|
|
(68
|
)
|
||
Deferred revenue
|
|
5,042
|
|
|
3,841
|
|
||
Net cash used in operating activities
|
|
(5,689
|
)
|
|
(5,869
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(394
|
)
|
|
(242
|
)
|
||
Purchases of short-term investments
|
|
(16,841
|
)
|
|
(10,249
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
19,032
|
|
|
11,483
|
|
||
Proceeds from sales of long-term investments
|
|
246
|
|
|
—
|
|
||
Net cash provided by investing activities
|
|
2,043
|
|
|
992
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
23
|
|
|
204
|
|
||
Repurchase of common stock
|
|
—
|
|
|
(570
|
)
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(1,256
|
)
|
|
(1,313
|
)
|
||
Net cash used in financing activities
|
|
(1,233
|
)
|
|
(1,679
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
65
|
|
|
(184
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(4,814
|
)
|
|
(6,740
|
)
|
||
Cash and cash equivalents, at beginning of period
|
|
21,349
|
|
|
18,721
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
16,535
|
|
|
$
|
11,981
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid (received), net
|
|
$
|
910
|
|
|
$
|
(549
|
)
|
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, 2016
|
|
$
|
(1,889
|
)
|
|
$
|
122
|
|
|
$
|
(1,767
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
66
|
|
|
(138
|
)
|
|
(72
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
66
|
|
|
(144
|
)
|
|
(78
|
)
|
|||
Balance, net of tax as of September 30, 2016
|
|
$
|
(1,823
|
)
|
|
$
|
(22
|
)
|
|
$
|
(1,845
|
)
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
|
42,838
|
|
|
40,601
|
|
||
Net loss per share, basic and diluted
|
|
$
|
(0.22
|
)
|
|
$
|
(0.27
|
)
|
|
|
Three Months Ended
|
||||
|
|
September 30,
|
||||
|
|
2016
|
|
2015
|
||
Stock options
|
|
6,316
|
|
|
5,472
|
|
Restricted stock units
|
|
3,218
|
|
|
4,750
|
|
Total
|
|
9,534
|
|
|
10,222
|
|
3.
|
Cash, cash equivalents and short-term investments
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
11,861
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,861
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
4,174
|
|
|
—
|
|
|
—
|
|
|
4,174
|
|
||||
U.S. agency securities
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Total cash equivalents
|
|
4,674
|
|
|
—
|
|
|
—
|
|
|
4,674
|
|
||||
Total cash and cash equivalents
|
|
16,535
|
|
|
—
|
|
|
—
|
|
|
16,535
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
|
3,619
|
|
|
6
|
|
|
(6
|
)
|
|
3,619
|
|
||||
Asset-backed securities
|
|
9,722
|
|
|
17
|
|
|
(2
|
)
|
|
9,737
|
|
||||
Municipal securities
|
|
5,025
|
|
|
7
|
|
|
(1
|
)
|
|
5,031
|
|
||||
Commercial paper
|
|
3,243
|
|
|
—
|
|
|
—
|
|
|
3,243
|
|
||||
Foreign government securities
|
|
751
|
|
|
—
|
|
|
—
|
|
|
751
|
|
||||
Corporate bonds
|
|
63,342
|
|
|
123
|
|
|
(30
|
)
|
|
63,435
|
|
||||
Total short-term investments
|
|
85,702
|
|
|
153
|
|
|
(39
|
)
|
|
85,816
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
102,237
|
|
|
$
|
153
|
|
|
$
|
(39
|
)
|
|
$
|
102,351
|
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
14,308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,308
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
5,641
|
|
|
—
|
|
|
—
|
|
|
5,641
|
|
||||
U.S. agency securities
|
|
1,400
|
|
|
—
|
|
|
—
|
|
|
1,400
|
|
||||
Total cash equivalents
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
7,041
|
|
||||
Total cash and cash equivalents
|
|
21,349
|
|
|
—
|
|
|
—
|
|
|
21,349
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
1,699
|
|
|
3
|
|
|
—
|
|
|
1,702
|
|
||||
U.S. agency securities
|
|
5,907
|
|
|
22
|
|
|
—
|
|
|
5,929
|
|
||||
Asset-backed securities
|
|
10,160
|
|
|
17
|
|
|
(2
|
)
|
|
10,175
|
|
||||
Municipal securities
|
|
6,004
|
|
|
14
|
|
|
—
|
|
|
6,018
|
|
||||
Commercial paper
|
|
3,494
|
|
|
1
|
|
|
—
|
|
|
3,495
|
|
||||
Corporate bonds
|
|
60,754
|
|
|
217
|
|
|
(13
|
)
|
|
60,958
|
|
||||
Total short-term investments
|
|
88,018
|
|
|
274
|
|
|
(15
|
)
|
|
88,277
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
109,367
|
|
|
$
|
274
|
|
|
$
|
(15
|
)
|
|
$
|
109,626
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
37,645
|
|
|
$
|
37,652
|
|
Due between one and two years
|
|
27,917
|
|
|
28,004
|
|
||
Due between two and three years
|
|
20,140
|
|
|
20,160
|
|
||
Total
|
|
$
|
85,702
|
|
|
$
|
85,816
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at September 30, 2016 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
4,174
|
|
|
$
|
4,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. agency securities
|
|
500
|
|
|
—
|
|
|
500
|
|
|
—
|
|
||||
Total cash equivalents
|
|
4,674
|
|
|
4,174
|
|
|
500
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
|
3,619
|
|
|
—
|
|
|
3,619
|
|
|
—
|
|
||||
Asset-backed securities
|
|
9,737
|
|
|
—
|
|
|
9,737
|
|
|
—
|
|
||||
Municipal securities
|
|
5,031
|
|
|
—
|
|
|
5,031
|
|
|
—
|
|
||||
Commercial paper
|
|
3,243
|
|
|
—
|
|
|
3,243
|
|
|
—
|
|
||||
Foreign government securities
|
|
751
|
|
|
—
|
|
|
751
|
|
|
—
|
|
||||
Corporate bonds
|
|
63,435
|
|
|
—
|
|
|
63,435
|
|
|
—
|
|
||||
Total short-term investments
|
|
85,816
|
|
|
—
|
|
|
85,816
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
90,490
|
|
|
$
|
4,174
|
|
|
$
|
86,316
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2016 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
5,641
|
|
|
$
|
5,641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. agency securities
|
|
1,400
|
|
|
—
|
|
|
1,400
|
|
|
—
|
|
||||
Total cash equivalents
|
|
7,041
|
|
|
5,641
|
|
|
1,400
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
1,702
|
|
|
1,702
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
5,929
|
|
|
—
|
|
|
5,929
|
|
|
—
|
|
||||
Asset-backed securities
|
|
10,175
|
|
|
—
|
|
|
10,175
|
|
|
—
|
|
||||
Municipal securities
|
|
6,018
|
|
|
—
|
|
|
6,018
|
|
|
—
|
|
||||
Commercial paper
|
|
3,495
|
|
|
—
|
|
|
3,495
|
|
|
—
|
|
||||
Corporate bonds
|
|
60,958
|
|
|
—
|
|
|
60,958
|
|
|
—
|
|
||||
Total short-term investments
|
|
88,277
|
|
|
1,702
|
|
|
86,575
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
95,318
|
|
|
$
|
7,343
|
|
|
$
|
87,975
|
|
|
$
|
—
|
|
5.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
||||||||||||||
Operating lease obligations, net of sublease income
|
|
$
|
14,595
|
|
|
$
|
3,067
|
|
|
$
|
4,024
|
|
|
$
|
3,585
|
|
|
$
|
2,127
|
|
|
$
|
1,792
|
|
|
$
|
—
|
|
Purchase obligations
|
|
3,525
|
|
|
1,386
|
|
|
805
|
|
|
382
|
|
|
217
|
|
|
217
|
|
|
518
|
|
|||||||
Total contractual obligations
|
|
$
|
18,120
|
|
|
$
|
4,453
|
|
|
$
|
4,829
|
|
|
$
|
3,967
|
|
|
$
|
2,344
|
|
|
$
|
2,009
|
|
|
$
|
518
|
|
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, 2016
|
|
5,370
|
|
|
$
|
6.80
|
|
|
|
|
|
||
Granted
|
|
1,085
|
|
|
$
|
5.15
|
|
|
|
|
|
||
Exercised
|
|
(13
|
)
|
|
$
|
1.84
|
|
|
|
|
|
||
Canceled
|
|
(126
|
)
|
|
$
|
7.20
|
|
|
|
|
|
||
Options outstanding as of September 30, 2016
|
|
6,316
|
|
|
$
|
6.52
|
|
|
6.91
|
|
$
|
1,197
|
|
As of September 30, 2016:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
5,749
|
|
|
$
|
6.56
|
|
|
6.69
|
|
$
|
1,045
|
|
Options exercisable
|
|
3,026
|
|
|
$
|
6.87
|
|
|
5.11
|
|
$
|
410
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2016
|
|
3,302
|
|
|
|
|
|
||
Granted
|
|
728
|
|
|
|
|
|
||
Vested
|
|
(651
|
)
|
|
|
|
|
||
Canceled
|
|
(161
|
)
|
|
|
|
|
||
RSUs outstanding as of September 30, 2016
|
|
3,218
|
|
|
1.61
|
|
$
|
18,436
|
|
As of September 30, 2016:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
2,669
|
|
|
1.48
|
|
$
|
15,291
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2016
|
|
1,719
|
|
Additional shares authorized
|
|
1,667
|
|
Granted
|
|
(1,813
|
)
|
RSUs withheld for taxes in net share settlements
|
|
232
|
|
Canceled
|
|
287
|
|
Shares available for grant as of September 30, 2016
|
|
2,092
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Stock option awards
|
|
$
|
474
|
|
|
$
|
410
|
|
RSU awards
|
|
2,067
|
|
|
2,677
|
|
||
Total stock-based compensation expense
|
|
$
|
2,541
|
|
|
$
|
3,087
|
|
|
|
Three Months Ended
|
||||
|
|
September 30,
|
||||
|
|
2016
|
|
2015
|
||
Expected volatility
|
|
39
|
%
|
|
52
|
%
|
Expected term (in years)
|
|
4.15
|
|
|
4.46
|
|
Risk-free interest rate
|
|
1.14
|
%
|
|
1.54
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
8.
|
Income taxes
|
9.
|
Segments
|
|
|
Three Months Ended
September 30, |
|
||||||
|
|
2016
|
|
2015
|
|
||||
Revenue
|
|
|
|
|
|
||||
Automotive
|
|
$
|
30,267
|
|
|
$
|
31,743
|
|
|
Advertising
|
|
6,545
|
|
|
4,851
|
|
|
||
Mobile Navigation
|
|
5,415
|
|
|
7,467
|
|
|
||
Total revenue
|
|
42,227
|
|
|
44,061
|
|
|
||
Cost of revenue
|
|
|
|
|
|
||||
Automotive
|
|
18,545
|
|
|
18,521
|
|
|
||
Advertising
|
|
3,526
|
|
|
2,995
|
|
|
||
Mobile Navigation
|
|
1,405
|
|
|
1,871
|
|
|
||
Total cost of revenue
|
|
23,476
|
|
|
23,387
|
|
|
||
Gross profit
|
|
|
|
|
|
||||
Automotive
|
|
11,722
|
|
|
13,222
|
|
|
||
Advertising
|
|
3,019
|
|
|
1,856
|
|
|
||
Mobile Navigation
|
|
4,010
|
|
|
5,596
|
|
|
||
Total gross profit
|
|
$
|
18,751
|
|
|
$
|
20,674
|
|
|
Gross margin
|
|
|
|
|
|
||||
Automotive
|
|
39
|
%
|
|
42
|
%
|
|
||
Advertising
|
|
46
|
%
|
|
38
|
%
|
|
||
Mobile Navigation
|
|
74
|
%
|
|
75
|
%
|
|
||
Total gross margin
|
|
44
|
%
|
|
47
|
%
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenue
|
|
$
|
42,227
|
|
|
$
|
44,061
|
|
Billings (Non-GAAP)
|
|
$
|
47,269
|
|
|
$
|
47,902
|
|
|
|
|
|
|
||||
Increase in deferred revenue
|
|
$
|
5,042
|
|
|
$
|
3,841
|
|
Increase in deferred costs
|
|
$
|
2,857
|
|
|
$
|
2,673
|
|
|
|
|
|
|
||||
Gross margin
|
|
44
|
%
|
|
47
|
%
|
||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Diluted net loss per share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.27
|
)
|
|
|
|
|
|
||||
Adjusted EBITDA (Non-GAAP)
|
|
$
|
(6,848
|
)
|
|
$
|
(6,390
|
)
|
Free cash flow (Non-GAAP)
|
|
$
|
(6,083
|
)
|
|
$
|
(6,111
|
)
|
•
|
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;
|
•
|
adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does 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
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
|
$
|
30,267
|
|
|
$
|
31,743
|
|
|
$
|
6,545
|
|
|
$
|
4,851
|
|
|
$
|
5,415
|
|
|
$
|
7,467
|
|
|
$
|
42,227
|
|
|
$
|
44,061
|
|
Adjustments:
Change in deferred revenue
|
|
5,113
|
|
|
3,817
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
24
|
|
|
5,042
|
|
|
3,841
|
|
||||||||
Billings (Non-GAAP)
|
|
$
|
35,380
|
|
|
$
|
35,560
|
|
|
$
|
6,545
|
|
|
$
|
4,851
|
|
|
$
|
5,344
|
|
|
$
|
7,491
|
|
|
$
|
47,269
|
|
|
$
|
47,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Deferred revenue, September 30
|
|
$
|
27,266
|
|
|
$
|
9,009
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,145
|
|
|
$
|
1,660
|
|
|
$
|
28,411
|
|
|
$
|
10,669
|
|
Deferred revenue, June 30
|
|
22,153
|
|
|
5,192
|
|
|
—
|
|
|
—
|
|
|
1,216
|
|
|
1,636
|
|
|
23,369
|
|
|
6,828
|
|
||||||||
Increase (decrease) in deferred revenue
|
|
$
|
5,113
|
|
|
$
|
3,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(71
|
)
|
|
$
|
24
|
|
|
$
|
5,042
|
|
|
$
|
3,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred costs, September 30
|
|
$
|
14,933
|
|
|
$
|
5,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,933
|
|
|
$
|
5,814
|
|
Deferred costs, June 30
|
|
12,076
|
|
|
3,141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,076
|
|
|
3,141
|
|
||||||||
Increase in deferred costs
|
|
$
|
2,857
|
|
|
$
|
2,673
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,857
|
|
|
$
|
2,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Adjustments:
|
|
|
|
|
||||
Stock-based compensation expense
|
|
2,541
|
|
|
3,087
|
|
||
Depreciation and amortization
|
|
637
|
|
|
1,069
|
|
||
Other income (expense), net
|
|
(296
|
)
|
|
187
|
|
||
Provision (benefit) for income taxes
|
|
(395
|
)
|
|
113
|
|
||
Adjusted EBITDA (Non-GAAP)
|
|
$
|
(6,848
|
)
|
|
$
|
(6,390
|
)
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Increase in deferred revenue
(1)
|
|
5,042
|
|
|
3,841
|
|
||
Increase in deferred costs
(2)
|
|
(2,857
|
)
|
|
(2,673
|
)
|
||
Changes in other operating assets and liabilities
|
|
(1,909
|
)
|
|
(1,067
|
)
|
||
Other adjustments
(3)
|
|
3,370
|
|
|
4,876
|
|
||
Net cash used in operating activities
|
|
(5,689
|
)
|
|
(5,869
|
)
|
||
Less: Purchases of property and equipment
|
|
(394
|
)
|
|
(242
|
)
|
||
Free cash flow (Non-GAAP)
|
|
$
|
(6,083
|
)
|
|
$
|
(6,111
|
)
|
|
|
|
|
|
||||
(1)
Consists of royalties, customized software development fees and subscription fees.
|
||||||||
(2)
Consists primarily of third party content costs and customized software development expenses.
|
||||||||
(3)
Consist primarily of depreciation and amortization, stock-based compensation expense and other non-cash items.
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
Consolidated Statements of Operations Data
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
29,423
|
|
|
$
|
31,109
|
|
Services
|
|
12,804
|
|
|
12,952
|
|
||
Total revenue
|
|
42,227
|
|
|
44,061
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
17,761
|
|
|
18,083
|
|
||
Services
|
|
5,715
|
|
|
5,304
|
|
||
Total cost of revenue
|
|
23,476
|
|
|
23,387
|
|
||
Gross profit
|
|
18,751
|
|
|
20,674
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
18,018
|
|
|
17,987
|
|
||
Sales and marketing
|
|
5,268
|
|
|
6,998
|
|
||
General and administrative
|
|
5,491
|
|
|
6,235
|
|
||
Total operating expenses
|
|
28,777
|
|
|
31,220
|
|
||
Loss from operations
|
|
(10,026
|
)
|
|
(10,546
|
)
|
||
Other income (expense), net
|
|
296
|
|
|
(187
|
)
|
||
Loss before provision (benefit) for income taxes
|
|
(9,730
|
)
|
|
(10,733
|
)
|
||
Provision (benefit) for income taxes
|
|
(395
|
)
|
|
113
|
|
||
Net loss
|
|
$
|
(9,335
|
)
|
|
$
|
(10,846
|
)
|
|
|
(as a percentage of revenue)
|
||||
Revenue:
|
|
|
|
|
||
Product
|
|
70
|
%
|
|
71
|
%
|
Services
|
|
30
|
%
|
|
29
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
||
Product
|
|
42
|
%
|
|
41
|
%
|
Services
|
|
14
|
%
|
|
12
|
%
|
Total cost of revenue
|
|
56
|
%
|
|
53
|
%
|
Gross profit
|
|
44
|
%
|
|
47
|
%
|
Operating expenses:
|
|
|
|
|
||
Research and development
|
|
43
|
%
|
|
41
|
%
|
Sales and marketing
|
|
12
|
%
|
|
16
|
%
|
General and administrative
|
|
13
|
%
|
|
14
|
%
|
Total operating expenses
|
|
68
|
%
|
|
71
|
%
|
Loss from operations
|
|
(24
|
)%
|
|
(24
|
)%
|
Other income (expense), net
|
|
1
|
%
|
|
(1
|
)%
|
Loss before provision (benefit) for income taxes
|
|
(23
|
)%
|
|
(25
|
)%
|
Provision (benefit) for income taxes
|
|
(1
|
)%
|
|
—
|
%
|
Net loss
|
|
(22
|
)%
|
|
(25
|
)%
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Revenue
|
|
|
|
|
||||
Automotive
|
|
$
|
30,267
|
|
|
$
|
31,743
|
|
Advertising
|
|
6,545
|
|
|
4,851
|
|
||
Mobile Navigation
|
|
5,415
|
|
|
7,467
|
|
||
Total revenue
|
|
42,227
|
|
|
44,061
|
|
||
Cost of revenue
|
|
|
|
|
||||
Automotive
|
|
18,545
|
|
|
18,521
|
|
||
Advertising
|
|
3,526
|
|
|
2,995
|
|
||
Mobile Navigation
|
|
1,405
|
|
|
1,871
|
|
||
Total cost of revenue
|
|
23,476
|
|
|
23,387
|
|
||
Gross profit
|
|
|
|
|
||||
Automotive
|
|
11,722
|
|
|
13,222
|
|
||
Advertising
|
|
3,019
|
|
|
1,856
|
|
||
Mobile Navigation
|
|
4,010
|
|
|
5,596
|
|
||
Total gross profit
|
|
$
|
18,751
|
|
|
$
|
20,674
|
|
Gross margin
|
|
|
|
|
||||
Automotive
|
|
39
|
%
|
|
42
|
%
|
||
Advertising
|
|
46
|
%
|
|
38
|
%
|
||
Mobile Navigation
|
|
74
|
%
|
|
75
|
%
|
||
Total gross margin
|
|
44
|
%
|
|
47
|
%
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash used in operating activities
|
|
$
|
(5,689
|
)
|
|
$
|
(5,869
|
)
|
Net cash provided by investing activities
|
|
2,043
|
|
|
992
|
|
||
Net cash used in financing activities
|
|
(1,233
|
)
|
|
(1,679
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
65
|
|
|
(184
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(4,814
|
)
|
|
$
|
(6,740
|
)
|
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;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition, such as the transition by Ford to its SYNC 3 platform, for which we have different revenue recognition criteria;
|
•
|
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 timing and quality of information we receive from our customers;
|
•
|
the inability of our auto manufacturer customers 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 product or service introductions by us or our competitors;
|
•
|
the timing and success of marketing expenditures for our products and services;
|
•
|
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 in the current fiscal year 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;
|
•
|
difficulties in collecting accounts receivable balances in a timely manner;
|
•
|
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
|
10.16.35+
|
|
First Amendment, effective August 24, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.19+
|
|
Amendment No. 19, effective December 1, 2015, to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
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.
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
November 7, 2016
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
November 7, 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
|
10.16.35+
|
|
First Amendment, effective August 24, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.19+
|
|
Amendment No. 19, effective December 1, 2015, to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
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.
|
FIRST AMENDMENT TO TERRITORY LICENSE NO. 11
|
1.
|
Licensed Use
. Section IV (Licensed Use) of TL 11 is hereby amended to add the following subsection IV(C):
|
2.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
Amendment 1 to TL 11
[Telenav, Inc.][NA AUTO PR-017756][8-10-16 lee]
|
Page
1
of 2
|
|
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:
|
8/24/2016
|
|
Date:
|
8/17/2016
|
|
|
|
|
|
HERE NORTH AMERICA, LLC
|
|
|
|
|
By:
|
/s/ Janet Lee
|
|
|
|
Name:
|
Janet Lee
|
|
|
|
Title:
|
Director
|
|
|
|
Date:
|
8/24/2016
|
|
|
|
Amendment 1 to TL 11
[Telenav, Inc.][NA AUTO PR-017756][8-10-16 lee]
|
Page
2
of 2
|
|
1.
|
In Attachment V, Section 2c, delete “[*****]” in its entirety and replace it with the following pricing matrix:
|
Description
|
Value
|
|
[*****]
|
[*****]
|
$[*****]
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
[*****]
|
$[*****]
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
[*****]
|
$[*****]
|
|
|
Global NRE subtotal
|
$[*****]
|
[*****] as of 12/1/2015
|
$[*****]
|
|
|
Grand Total
|
$[*****]
|
12/16/2015
|
Page
1
of 2
|
|
FORD MOTOR COMPANY
|
|
TELENAV, INC.
|
||
|
|
|
|
|
By:
|
/s/Melissa Sheahan
|
|
By:
|
/s/ Michael Strambi
|
|
(Signature)
|
|
|
(Signature)
|
Name:
|
Melissa Sheahan
|
|
Name:
|
Michael Strambi
|
|
(Printed Name)
|
|
|
(Printed Name)
|
Title:
|
Sync Software Buyer
|
|
Title:
|
Chief Financial Officer
|
Date:
|
12/17/2015
|
|
Date:
|
1/6/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/16/2015
|
Page
2
of 2
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 7, 2016
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
DR. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 7, 2016
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
November 7, 2016
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 7, 2016
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|