|
|
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.
|
|
|
December 31,
2016 |
|
June 30,
2016* |
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
17,694
|
|
|
$
|
21,349
|
|
Short-term investments
|
|
85,988
|
|
|
88,277
|
|
||
Accounts receivable, net of allowances of $42 and $111 at December 31, 2016 and June 30, 2016, respectively
|
|
47,815
|
|
|
42,216
|
|
||
Restricted cash
|
|
4,094
|
|
|
5,109
|
|
||
Income taxes receivable
|
|
648
|
|
|
687
|
|
||
Deferred costs
|
|
3,919
|
|
|
1,784
|
|
||
Prepaid expenses and other current assets
|
|
3,868
|
|
|
4,448
|
|
||
Total current assets
|
|
164,026
|
|
|
163,870
|
|
||
Property and equipment, net
|
|
4,795
|
|
|
5,247
|
|
||
Deferred income taxes, non-current
|
|
435
|
|
|
661
|
|
||
Goodwill and intangible assets, net
|
|
35,475
|
|
|
35,993
|
|
||
Deferred costs, non-current
|
|
14,861
|
|
|
10,292
|
|
||
Other assets
|
|
1,840
|
|
|
2,184
|
|
||
Total assets
|
|
$
|
221,432
|
|
|
$
|
218,247
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
10,255
|
|
|
$
|
4,992
|
|
Accrued expenses
|
|
41,374
|
|
|
36,274
|
|
||
Deferred revenue
|
|
8,035
|
|
|
4,334
|
|
||
Income taxes payable
|
|
242
|
|
|
88
|
|
||
Total current liabilities
|
|
59,906
|
|
|
45,688
|
|
||
Deferred rent, non-current
|
|
1,207
|
|
|
1,124
|
|
||
Deferred revenue, non-current
|
|
28,062
|
|
|
19,035
|
|
||
Other long-term liabilities
|
|
1,323
|
|
|
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; 43,304 and 42,708 shares issued and outstanding at December 31, 2016 and June 30, 2016, respectively
|
|
43
|
|
|
43
|
|
||
Additional paid-in capital
|
|
152,824
|
|
|
149,775
|
|
||
Accumulated other comprehensive loss
|
|
(2,809
|
)
|
|
(1,767
|
)
|
||
Retained earnings (accumulated deficit)
|
|
(19,124
|
)
|
|
1,634
|
|
||
Total stockholders’ equity
|
|
130,934
|
|
|
149,685
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
221,432
|
|
|
$
|
218,247
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
37,804
|
|
|
$
|
31,160
|
|
|
$
|
67,227
|
|
|
$
|
62,269
|
|
Services
|
|
14,197
|
|
|
14,093
|
|
|
27,001
|
|
|
27,045
|
|
||||
Total revenue
|
|
52,001
|
|
|
45,253
|
|
|
94,228
|
|
|
89,314
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
22,598
|
|
|
18,364
|
|
|
40,359
|
|
|
36,447
|
|
||||
Services
|
|
6,129
|
|
|
6,168
|
|
|
11,844
|
|
|
11,472
|
|
||||
Total cost of revenue
|
|
28,727
|
|
|
24,532
|
|
|
52,203
|
|
|
47,919
|
|
||||
Gross profit
|
|
23,274
|
|
|
20,721
|
|
|
42,025
|
|
|
41,395
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
16,301
|
|
|
16,653
|
|
|
34,319
|
|
|
34,640
|
|
||||
Sales and marketing
|
|
5,277
|
|
|
6,524
|
|
|
10,545
|
|
|
13,522
|
|
||||
General and administrative
|
|
6,872
|
|
|
5,094
|
|
|
12,363
|
|
|
11,329
|
|
||||
Legal settlement and contingencies
|
|
6,424
|
|
|
750
|
|
|
6,424
|
|
|
750
|
|
||||
Restructuring
|
|
—
|
|
|
(1,468
|
)
|
|
—
|
|
|
(1,468
|
)
|
||||
Total operating expenses
|
|
34,874
|
|
|
27,553
|
|
|
63,651
|
|
|
58,773
|
|
||||
Loss from operations
|
|
(11,600
|
)
|
|
(6,832
|
)
|
|
(21,626
|
)
|
|
(17,378
|
)
|
||||
Other income (expense), net
|
|
714
|
|
|
520
|
|
|
1,010
|
|
|
333
|
|
||||
Loss before provision for income taxes
|
|
(10,886
|
)
|
|
(6,312
|
)
|
|
(20,616
|
)
|
|
(17,045
|
)
|
||||
Provision for income taxes
|
|
537
|
|
|
327
|
|
|
142
|
|
|
440
|
|
||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.43
|
)
|
Weighted average shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
43,208
|
|
|
41,038
|
|
|
42,932
|
|
|
40,820
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense included above:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
35
|
|
|
$
|
39
|
|
|
$
|
64
|
|
|
$
|
71
|
|
Research and development
|
|
897
|
|
|
1,771
|
|
|
2,387
|
|
|
3,229
|
|
||||
Sales and marketing
|
|
536
|
|
|
835
|
|
|
1,030
|
|
|
1,675
|
|
||||
General and administrative
|
|
520
|
|
|
535
|
|
|
1,048
|
|
|
1,292
|
|
||||
Total stock-based compensation expense
|
|
$
|
1,988
|
|
|
$
|
3,180
|
|
|
$
|
4,529
|
|
|
$
|
6,267
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(661
|
)
|
|
(392
|
)
|
|
(595
|
)
|
|
(577
|
)
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
(298
|
)
|
|
(239
|
)
|
|
(437
|
)
|
|
(233
|
)
|
||||
Reclassification adjustments for gain (loss) on available-for-sale securities recognized, net of tax
|
|
(5
|
)
|
|
4
|
|
|
(10
|
)
|
|
6
|
|
||||
Net decrease from available-for-sale securities, net of tax
|
|
(303
|
)
|
|
(235
|
)
|
|
(447
|
)
|
|
(227
|
)
|
||||
Other comprehensive loss, net of tax
|
|
(964
|
)
|
|
(627
|
)
|
|
(1,042
|
)
|
|
(804
|
)
|
||||
Comprehensive loss
|
|
$
|
(12,387
|
)
|
|
$
|
(7,266
|
)
|
|
$
|
(21,800
|
)
|
|
$
|
(18,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,260
|
|
|
1,916
|
|
||
Accretion of net premium on short-term investments
|
|
237
|
|
|
381
|
|
||
Stock-based compensation expense
|
|
4,529
|
|
|
6,267
|
|
||
Write-off of long-term investments
|
|
—
|
|
|
477
|
|
||
Gain on disposal of property and equipment
|
|
(2
|
)
|
|
(4
|
)
|
||
Bad debt expense
|
|
125
|
|
|
51
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(5,724
|
)
|
|
(1,007
|
)
|
||
Deferred income taxes
|
|
226
|
|
|
121
|
|
||
Restricted cash
|
|
1,015
|
|
|
199
|
|
||
Income taxes receivable
|
|
39
|
|
|
614
|
|
||
Deferred costs
|
|
(6,704
|
)
|
|
(4,302
|
)
|
||
Prepaid expenses and other current assets
|
|
580
|
|
|
(239
|
)
|
||
Other assets
|
|
98
|
|
|
908
|
|
||
Trade accounts payable
|
|
5,309
|
|
|
80
|
|
||
Accrued expenses and other liabilities
|
|
3,945
|
|
|
(1,010
|
)
|
||
Income taxes payable
|
|
154
|
|
|
162
|
|
||
Deferred rent
|
|
44
|
|
|
(814
|
)
|
||
Deferred revenue
|
|
12,728
|
|
|
7,023
|
|
||
Net cash used in operating activities
|
|
(2,899
|
)
|
|
(6,662
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(531
|
)
|
|
(332
|
)
|
||
Purchases of short-term investments
|
|
(37,788
|
)
|
|
(20,622
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
39,392
|
|
|
23,009
|
|
||
Proceeds from sales of long-term investments
|
|
246
|
|
|
—
|
|
||
Net cash provided by investing activities
|
|
1,319
|
|
|
2,055
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
159
|
|
|
921
|
|
||
Repurchase of common stock
|
|
—
|
|
|
(570
|
)
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(1,638
|
)
|
|
(1,796
|
)
|
||
Net cash used in financing activities
|
|
(1,479
|
)
|
|
(1,445
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(596
|
)
|
|
(576
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(3,655
|
)
|
|
(6,628
|
)
|
||
Cash and cash equivalents, at beginning of period
|
|
21,349
|
|
|
18,721
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
17,694
|
|
|
$
|
12,093
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid (received), net
|
|
$
|
1,410
|
|
|
$
|
(528
|
)
|
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
|
|
(595
|
)
|
|
(437
|
)
|
|
(1,032
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(595
|
)
|
|
(447
|
)
|
|
(1,042
|
)
|
|||
Balance, net of tax as of December 31, 2016
|
|
$
|
(2,484
|
)
|
|
$
|
(325
|
)
|
|
$
|
(2,809
|
)
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
|
43,208
|
|
|
41,038
|
|
|
42,932
|
|
|
40,820
|
|
||||
Net loss per share, basic and diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.43
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
December 31,
|
|
December 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Stock options
|
|
6,410
|
|
|
5,111
|
|
|
6,410
|
|
|
5,111
|
|
Restricted stock units
|
|
3,062
|
|
|
4,393
|
|
|
3,062
|
|
|
4,393
|
|
Total
|
|
9,472
|
|
|
9,504
|
|
|
9,472
|
|
|
9,504
|
|
3.
|
Cash, cash equivalents and short-term investments
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
13,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,298
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
4,396
|
|
|
—
|
|
|
—
|
|
|
4,396
|
|
||||
Total cash equivalents
|
|
4,396
|
|
|
—
|
|
|
—
|
|
|
4,396
|
|
||||
Total cash and cash equivalents
|
|
17,694
|
|
|
—
|
|
|
—
|
|
|
17,694
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
1,265
|
|
|
—
|
|
|
(2
|
)
|
|
1,263
|
|
||||
U.S. agency securities
|
|
3,184
|
|
|
—
|
|
|
(16
|
)
|
|
3,168
|
|
||||
Asset-backed securities
|
|
8,231
|
|
|
5
|
|
|
(9
|
)
|
|
8,227
|
|
||||
Municipal securities
|
|
9,017
|
|
|
2
|
|
|
(4
|
)
|
|
9,015
|
|
||||
Commercial paper
|
|
3,243
|
|
|
—
|
|
|
—
|
|
|
3,243
|
|
||||
Foreign government securities
|
|
751
|
|
|
—
|
|
|
(2
|
)
|
|
749
|
|
||||
Corporate bonds
|
|
60,486
|
|
|
25
|
|
|
(188
|
)
|
|
60,323
|
|
||||
Total short-term investments
|
|
86,177
|
|
|
32
|
|
|
(221
|
)
|
|
85,988
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
103,871
|
|
|
$
|
32
|
|
|
$
|
(221
|
)
|
|
$
|
103,682
|
|
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
|
|
$
|
38,058
|
|
|
$
|
38,052
|
|
Due between one and two years
|
|
29,036
|
|
|
28,995
|
|
||
Due between two and three years
|
|
19,083
|
|
|
18,941
|
|
||
Total
|
|
$
|
86,177
|
|
|
$
|
85,988
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at December 31, 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
|
|
$
|
4,396
|
|
|
$
|
4,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
4,396
|
|
|
4,396
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
1,263
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
3,168
|
|
|
—
|
|
|
3,168
|
|
|
—
|
|
||||
Asset-backed securities
|
|
8,227
|
|
|
—
|
|
|
8,227
|
|
|
—
|
|
||||
Municipal securities
|
|
9,015
|
|
|
—
|
|
|
9,015
|
|
|
—
|
|
||||
Commercial paper
|
|
3,243
|
|
|
—
|
|
|
3,243
|
|
|
—
|
|
||||
Foreign government securities
|
|
749
|
|
|
—
|
|
|
749
|
|
|
—
|
|
||||
Corporate bonds
|
|
60,323
|
|
|
—
|
|
|
60,323
|
|
|
—
|
|
||||
Total short-term investments
|
|
85,988
|
|
|
1,263
|
|
|
84,725
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
90,384
|
|
|
$
|
5,659
|
|
|
$
|
84,725
|
|
|
$
|
—
|
|
|
|
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.
|
Balance sheet information
|
|
|
December 31,
2016 |
|
June 30,
2016 |
||||
Acquired developed technology
|
|
$
|
13,875
|
|
|
$
|
13,875
|
|
Less accumulated amortization
|
|
(9,728
|
)
|
|
(9,210
|
)
|
||
Intangible assets, net
|
|
$
|
4,147
|
|
|
$
|
4,665
|
|
|
|
December 31,
2016 |
|
June 30,
2016
|
||||
Accrued compensation and benefits
|
|
$
|
9,431
|
|
|
$
|
9,308
|
|
Accrued royalties
|
|
14,408
|
|
|
15,331
|
|
||
Accrued legal settlement and contingencies
|
|
7,274
|
|
|
1,576
|
|
||
Other accrued expenses
|
|
10,261
|
|
|
10,059
|
|
||
|
|
$
|
41,374
|
|
|
$
|
36,274
|
|
6.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
|
$
|
13,455
|
|
|
$
|
2,033
|
|
|
$
|
3,971
|
|
|
$
|
3,536
|
|
|
$
|
2,123
|
|
|
$
|
1,792
|
|
|
$
|
—
|
|
Purchase obligations
|
|
5,081
|
|
|
1,901
|
|
|
1,846
|
|
|
382
|
|
|
217
|
|
|
217
|
|
|
518
|
|
|||||||
Total contractual obligations
|
|
$
|
18,536
|
|
|
$
|
3,934
|
|
|
$
|
5,817
|
|
|
$
|
3,918
|
|
|
$
|
2,340
|
|
|
$
|
2,009
|
|
|
$
|
518
|
|
7.
|
Guarantees and indemnifications
|
8.
|
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
|
|
1,277
|
|
|
$
|
5.12
|
|
|
|
|
|
||
Exercised
|
|
(36
|
)
|
|
$
|
4.40
|
|
|
|
|
|
||
Canceled
|
|
(201
|
)
|
|
$
|
7.21
|
|
|
|
|
|
||
Options outstanding as of December 31, 2016
|
|
6,410
|
|
|
$
|
6.46
|
|
|
6.76
|
|
$
|
5,706
|
|
As of December 31, 2016:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
5,886
|
|
|
$
|
6.51
|
|
|
6.56
|
|
$
|
5,075
|
|
Options exercisable
|
|
3,182
|
|
|
$
|
6.82
|
|
|
5.12
|
|
$
|
2,239
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2016
|
|
3,302
|
|
|
|
|
|
||
Granted
|
|
951
|
|
|
|
|
|
||
Vested
|
|
(853
|
)
|
|
|
|
|
||
Canceled
|
|
(338
|
)
|
|
|
|
|
||
RSUs outstanding as of December 31, 2016
|
|
3,062
|
|
|
1.53
|
|
$
|
21,589
|
|
As of December 31, 2016:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
2,549
|
|
|
1.42
|
|
$
|
17,970
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2016
|
|
1,719
|
|
Additional shares authorized
|
|
1,667
|
|
Granted
|
|
(2,228
|
)
|
RSUs withheld for taxes in net share settlements
|
|
291
|
|
Canceled
|
|
539
|
|
Shares available for grant as of December 31, 2016
|
|
1,988
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stock option awards
|
|
$
|
553
|
|
|
$
|
441
|
|
|
$
|
1,027
|
|
|
$
|
851
|
|
RSU awards
|
|
1,435
|
|
|
2,739
|
|
|
3,502
|
|
|
5,416
|
|
||||
Total stock-based compensation expense
|
|
$
|
1,988
|
|
|
$
|
3,180
|
|
|
$
|
4,529
|
|
|
$
|
6,267
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
December 31,
|
|
December 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Expected volatility
|
|
39
|
%
|
|
52
|
%
|
|
39
|
%
|
|
52
|
%
|
Expected term (in years)
|
|
4.45
|
|
|
4.48
|
|
|
4.19
|
|
|
4.46
|
|
Risk-free interest rate
|
|
1.82
|
%
|
|
1.52
|
%
|
|
1.24
|
%
|
|
1.54
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
9.
|
Income taxes
|
10.
|
Segments
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
$
|
38,744
|
|
|
$
|
31,846
|
|
|
$
|
69,011
|
|
|
$
|
63,589
|
|
Advertising
|
|
8,208
|
|
|
6,688
|
|
|
14,753
|
|
|
11,539
|
|
||||
Mobile Navigation
|
|
5,049
|
|
|
6,719
|
|
|
10,464
|
|
|
14,186
|
|
||||
Total revenue
|
|
52,001
|
|
|
45,253
|
|
|
94,228
|
|
|
89,314
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
23,438
|
|
|
18,931
|
|
|
41,983
|
|
|
37,452
|
|
||||
Advertising
|
|
3,919
|
|
|
3,755
|
|
|
7,445
|
|
|
6,750
|
|
||||
Mobile Navigation
|
|
1,370
|
|
|
1,846
|
|
|
2,775
|
|
|
3,717
|
|
||||
Total cost of revenue
|
|
28,727
|
|
|
24,532
|
|
|
52,203
|
|
|
47,919
|
|
||||
Gross profit
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
15,306
|
|
|
12,915
|
|
|
27,028
|
|
|
26,137
|
|
||||
Advertising
|
|
4,289
|
|
|
2,933
|
|
|
7,308
|
|
|
4,789
|
|
||||
Mobile Navigation
|
|
3,679
|
|
|
4,873
|
|
|
7,689
|
|
|
10,469
|
|
||||
Total gross profit
|
|
$
|
23,274
|
|
|
$
|
20,721
|
|
|
$
|
42,025
|
|
|
$
|
41,395
|
|
Gross margin
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
40
|
%
|
|
41
|
%
|
|
39
|
%
|
|
41
|
%
|
||||
Advertising
|
|
52
|
%
|
|
44
|
%
|
|
50
|
%
|
|
42
|
%
|
||||
Mobile Navigation
|
|
73
|
%
|
|
73
|
%
|
|
73
|
%
|
|
74
|
%
|
||||
Total gross margin
|
|
45
|
%
|
|
46
|
%
|
|
45
|
%
|
|
46
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Revenue is expected to decline substantially as certain revenue that we have been recognizing upon product delivery will now be recognized over the contractual period during which we provide MapCare;
|
•
|
Gross profit is also expected to decline in conjunction with the decline in revenue;
|
•
|
Gross margin is expected to increase, as the royalties earned on on-board navigation solutions for the Europe region that were recognized upon delivery in previous periods and carry a higher relative map cost and lower gross margin will now be deferred and recognized over the contractual period. This increase in gross margin will be partially offset by declining mobile navigation revenue that carries a higher relative gross margin;
|
•
|
Net loss is expected to increase due to the decrease in revenue recognized;
|
•
|
Deferred revenue and deferred costs are expected to increase as we invoice and defer revenue related to the MapCare offering in Europe; and
|
•
|
Adjusted EBITDA, a non-GAAP metric, is expected to decrease as our loss increases.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
$
|
52,001
|
|
|
$
|
45,253
|
|
|
$
|
94,228
|
|
|
$
|
89,314
|
|
Billings (Non-GAAP)
|
|
$
|
59,687
|
|
|
$
|
48,435
|
|
|
$
|
106,956
|
|
|
$
|
96,337
|
|
|
|
|
|
|
|
|
|
|
||||||||
Increase in deferred revenue
|
|
$
|
7,686
|
|
|
$
|
3,182
|
|
|
$
|
12,728
|
|
|
$
|
7,023
|
|
Increase in deferred costs
|
|
$
|
3,847
|
|
|
$
|
1,629
|
|
|
$
|
6,704
|
|
|
$
|
4,302
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
$
|
23,274
|
|
|
$
|
20,721
|
|
|
$
|
42,025
|
|
|
$
|
41,395
|
|
Non-GAAP gross profit on billings
|
|
$
|
27,113
|
|
|
$
|
22,274
|
|
|
$
|
48,049
|
|
|
$
|
44,116
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
|
45
|
%
|
|
46
|
%
|
|
45
|
%
|
|
46
|
%
|
||||
Non-GAAP gross margin on billings
|
|
45
|
%
|
|
46
|
%
|
|
45
|
%
|
|
46
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
Diluted net loss per share
|
|
$
|
(0.26
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA (Non-GAAP)
|
|
$
|
(2,565
|
)
|
|
$
|
(4,144
|
)
|
|
$
|
(9,413
|
)
|
|
$
|
(10,534
|
)
|
Adjusted EBITDA on billings (Non-GAAP)
|
|
$
|
1,274
|
|
|
$
|
(2,591
|
)
|
|
$
|
(3,389
|
)
|
|
$
|
(7,813
|
)
|
Free cash flow (Non-GAAP)
|
|
$
|
2,653
|
|
|
$
|
(883
|
)
|
|
$
|
(3,430
|
)
|
|
$
|
(6,994
|
)
|
•
|
We expect to incur additional costs in the future due to requirements to provide ongoing provisioning of services such as hosting, monitoring and customer support; accordingly, non-GAAP gross profit on billings, non-GAAP gross margin on billings and adjusted EBITDA on billings do not reflect all costs associated with billings;
|
•
|
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
|
•
|
adjusted EBITDA, free cash flow or similarly titled measures may be calculated by other companies differently, which reduces their usefulness as comparative measures.
|
Reconciliation of Revenue to Billings
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Three Months Ended
December 31, |
|
Three Months Ended
December 31, |
|
Three Months Ended
December 31, |
|
Three Months Ended
December 31, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
|
$
|
38,744
|
|
|
$
|
31,846
|
|
|
$
|
8,208
|
|
|
$
|
6,688
|
|
|
$
|
5,049
|
|
|
$
|
6,719
|
|
|
$
|
52,001
|
|
|
$
|
45,253
|
|
Adjustments:
Change in deferred revenue
|
|
7,694
|
|
|
3,434
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(252
|
)
|
|
7,686
|
|
|
3,182
|
|
||||||||
Billings
|
|
$
|
46,438
|
|
|
$
|
35,280
|
|
|
$
|
8,208
|
|
|
$
|
6,688
|
|
|
$
|
5,041
|
|
|
$
|
6,467
|
|
|
$
|
59,687
|
|
|
$
|
48,435
|
|
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||||||||||||||||||
|
|
Six Months Ended
December 31, |
|
Six Months Ended
December 31, |
|
Six Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Revenue
|
|
$
|
69,011
|
|
|
$
|
63,589
|
|
|
$
|
14,753
|
|
|
$
|
11,539
|
|
|
$
|
10,464
|
|
|
$
|
14,186
|
|
|
$
|
94,228
|
|
|
$
|
89,314
|
|
Adjustments:
Change in deferred revenue
|
|
12,807
|
|
|
7,251
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
(228
|
)
|
|
12,728
|
|
|
7,023
|
|
||||||||
Billings
|
|
$
|
81,818
|
|
|
$
|
70,840
|
|
|
$
|
14,753
|
|
|
$
|
11,539
|
|
|
$
|
10,385
|
|
|
$
|
13,958
|
|
|
$
|
106,956
|
|
|
$
|
96,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Deferred Revenue to Increase (Decrease) in Deferred Revenue
|
||||||||||||||||
Reconciliation of Deferred Costs to Increase (Decrease) in Deferred Costs
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended December 31, 2016
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
34,960
|
|
|
$
|
—
|
|
|
$
|
1,137
|
|
|
$
|
36,097
|
|
Deferred revenue, September 30
|
|
27,266
|
|
|
—
|
|
|
1,145
|
|
|
28,411
|
|
||||
Increase (decrease) in deferred revenue
|
|
$
|
7,694
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
7,686
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
18,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,780
|
|
Deferred costs, September 30
|
|
14,933
|
|
|
—
|
|
|
—
|
|
|
14,933
|
|
||||
Increase in deferred costs
|
|
$
|
3,847
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,847
|
|
|
|
Three Months Ended December 31, 2015
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
12,443
|
|
|
$
|
—
|
|
|
$
|
1,408
|
|
|
$
|
13,851
|
|
Deferred revenue, September 30
|
|
9,009
|
|
|
—
|
|
|
1,660
|
|
|
10,669
|
|
||||
Increase (decrease) in deferred revenue
|
|
$
|
3,434
|
|
|
$
|
—
|
|
|
$
|
(252
|
)
|
|
$
|
3,182
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
7,443
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,443
|
|
Deferred costs, September 30
|
|
5,814
|
|
|
—
|
|
|
—
|
|
|
5,814
|
|
||||
Increase (decrease) in deferred costs
|
|
$
|
1,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
|
|
Six Months Ended December 31, 2016
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
34,960
|
|
|
$
|
—
|
|
|
$
|
1,137
|
|
|
$
|
36,097
|
|
Deferred revenue, June 30
|
|
22,153
|
|
|
—
|
|
|
1,216
|
|
|
23,369
|
|
||||
Increase (decrease) in deferred revenue
|
|
$
|
12,807
|
|
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
12,728
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
18,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,780
|
|
Deferred costs, June 30
|
|
12,076
|
|
|
—
|
|
|
—
|
|
|
12,076
|
|
||||
Increase in deferred costs
|
|
$
|
6,704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,704
|
|
|
|
Six Months Ended December 31, 2015
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
12,443
|
|
|
$
|
—
|
|
|
$
|
1,408
|
|
|
$
|
13,851
|
|
Deferred revenue, June 30
|
|
5,192
|
|
|
—
|
|
|
1,636
|
|
|
6,828
|
|
||||
Increase (decrease) in deferred revenue
|
|
$
|
7,251
|
|
|
$
|
—
|
|
|
$
|
(228
|
)
|
|
$
|
7,023
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
7,443
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,443
|
|
Deferred costs, June 30
|
|
3,141
|
|
|
—
|
|
|
—
|
|
|
3,141
|
|
||||
Increase in deferred costs
|
|
$
|
4,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,302
|
|
Reconciliation of Net Loss to Adjusted EBITDA
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Legal settlement and contingencies
|
|
6,424
|
|
|
750
|
|
|
6,424
|
|
|
750
|
|
||||
Restructuring accrual (reversal)
|
|
—
|
|
|
(1,468
|
)
|
|
—
|
|
|
(1,468
|
)
|
||||
Deferred rent reversal due to lease termination
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
(621
|
)
|
||||
Stock-based compensation expense
|
|
1,988
|
|
|
3,180
|
|
|
4,529
|
|
|
6,267
|
|
||||
Depreciation and amortization
|
|
623
|
|
|
847
|
|
|
1,260
|
|
|
1,916
|
|
||||
Other income (expense), net
|
|
(714
|
)
|
|
(520
|
)
|
|
(1,010
|
)
|
|
(333
|
)
|
||||
Provision for income taxes
|
|
537
|
|
|
327
|
|
|
142
|
|
|
440
|
|
||||
Adjusted EBITDA
|
|
$
|
(2,565
|
)
|
|
$
|
(4,144
|
)
|
|
$
|
(9,413
|
)
|
|
$
|
(10,534
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue
|
|
7,686
|
|
|
3,182
|
|
|
12,728
|
|
|
7,023
|
|
||||
Change in deferred costs
(1)
|
|
(3,847
|
)
|
|
(1,629
|
)
|
|
(6,704
|
)
|
|
(4,302
|
)
|
||||
Adjusted EBITDA on billings
(1)
|
|
$
|
1,274
|
|
|
$
|
(2,591
|
)
|
|
$
|
(3,389
|
)
|
|
$
|
(7,813
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(1)
We expect to incur additional costs in the future due to requirements to provide ongoing provisioning of services such as hosting, monitoring and customer support. Accordingly, adjusted EBITDA on billings does not reflect all costs associated with billings.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
Consolidated Statements of Operations Data
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
37,804
|
|
|
$
|
31,160
|
|
|
$
|
67,227
|
|
|
$
|
62,269
|
|
Services
|
|
14,197
|
|
|
14,093
|
|
|
27,001
|
|
|
27,045
|
|
||||
Total revenue
|
|
52,001
|
|
|
45,253
|
|
|
94,228
|
|
|
89,314
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
22,598
|
|
|
18,364
|
|
|
40,359
|
|
|
36,447
|
|
||||
Services
|
|
6,129
|
|
|
6,168
|
|
|
11,844
|
|
|
11,472
|
|
||||
Total cost of revenue
|
|
28,727
|
|
|
24,532
|
|
|
52,203
|
|
|
47,919
|
|
||||
Gross profit
|
|
23,274
|
|
|
20,721
|
|
|
42,025
|
|
|
41,395
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
16,301
|
|
|
16,653
|
|
|
34,319
|
|
|
34,640
|
|
||||
Sales and marketing
|
|
5,277
|
|
|
6,524
|
|
|
10,545
|
|
|
13,522
|
|
||||
General and administrative
|
|
6,872
|
|
|
5,094
|
|
|
12,363
|
|
|
11,329
|
|
||||
Legal settlement and contingencies
|
|
6,424
|
|
|
750
|
|
|
6,424
|
|
|
750
|
|
||||
Restructuring
|
|
—
|
|
|
(1,468
|
)
|
|
—
|
|
|
(1,468
|
)
|
||||
Total operating expenses
|
|
34,874
|
|
|
27,553
|
|
|
63,651
|
|
|
58,773
|
|
||||
Loss from operations
|
|
(11,600
|
)
|
|
(6,832
|
)
|
|
(21,626
|
)
|
|
(17,378
|
)
|
||||
Other income (expense), net
|
|
714
|
|
|
520
|
|
|
1,010
|
|
|
333
|
|
||||
Loss before provision for income taxes
|
|
(10,886
|
)
|
|
(6,312
|
)
|
|
(20,616
|
)
|
|
(17,045
|
)
|
||||
Provision for income taxes
|
|
537
|
|
|
327
|
|
|
142
|
|
|
440
|
|
||||
Net loss
|
|
$
|
(11,423
|
)
|
|
$
|
(6,639
|
)
|
|
$
|
(20,758
|
)
|
|
$
|
(17,485
|
)
|
|
|
(as a percentage of revenue)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
73
|
%
|
|
69
|
%
|
|
71
|
%
|
|
70
|
%
|
Services
|
|
27
|
%
|
|
31
|
%
|
|
29
|
%
|
|
30
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
43
|
%
|
|
40
|
%
|
|
43
|
%
|
|
41
|
%
|
Services
|
|
12
|
%
|
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Total cost of revenue
|
|
55
|
%
|
|
54
|
%
|
|
55
|
%
|
|
54
|
%
|
Gross profit
|
|
45
|
%
|
|
46
|
%
|
|
45
|
%
|
|
46
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
31
|
%
|
|
37
|
%
|
|
37
|
%
|
|
39
|
%
|
Sales and marketing
|
|
10
|
%
|
|
14
|
%
|
|
11
|
%
|
|
15
|
%
|
General and administrative
|
|
13
|
%
|
|
11
|
%
|
|
13
|
%
|
|
13
|
%
|
Legal settlement and contingencies
|
|
13
|
%
|
|
2
|
%
|
|
7
|
%
|
|
1
|
%
|
Restructuring
|
|
—
|
%
|
|
(3
|
)%
|
|
—
|
%
|
|
(2
|
)%
|
Total operating expenses
|
|
67
|
%
|
|
61
|
%
|
|
68
|
%
|
|
66
|
%
|
Loss from operations
|
|
(22
|
)%
|
|
(15
|
)%
|
|
(23
|
)%
|
|
(20
|
)%
|
Other income (expense), net
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Loss before provision for income taxes
|
|
(21
|
)%
|
|
(14
|
)%
|
|
(22
|
)%
|
|
(20
|
)%
|
Provision for income taxes
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Net loss
|
|
(22
|
)%
|
|
(15
|
)%
|
|
(22
|
)%
|
|
(20
|
)%
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
$
|
38,744
|
|
|
$
|
31,846
|
|
|
$
|
69,011
|
|
|
$
|
63,589
|
|
Advertising
|
|
8,208
|
|
|
6,688
|
|
|
14,753
|
|
|
11,539
|
|
||||
Mobile Navigation
|
|
5,049
|
|
|
6,719
|
|
|
10,464
|
|
|
14,186
|
|
||||
Total revenue
|
|
52,001
|
|
|
45,253
|
|
|
94,228
|
|
|
89,314
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
23,438
|
|
|
18,931
|
|
|
41,983
|
|
|
37,452
|
|
||||
Advertising
|
|
3,919
|
|
|
3,755
|
|
|
7,445
|
|
|
6,750
|
|
||||
Mobile Navigation
|
|
1,370
|
|
|
1,846
|
|
|
2,775
|
|
|
3,717
|
|
||||
Total cost of revenue
|
|
28,727
|
|
|
24,532
|
|
|
52,203
|
|
|
47,919
|
|
||||
Gross profit
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
15,306
|
|
|
12,915
|
|
|
27,028
|
|
|
26,137
|
|
||||
Advertising
|
|
4,289
|
|
|
2,933
|
|
|
7,308
|
|
|
4,789
|
|
||||
Mobile Navigation
|
|
3,679
|
|
|
4,873
|
|
|
7,689
|
|
|
10,469
|
|
||||
Total gross profit
|
|
$
|
23,274
|
|
|
$
|
20,721
|
|
|
$
|
42,025
|
|
|
$
|
41,395
|
|
Gross margin
|
|
|
|
|
|
|
|
|
||||||||
Automotive
|
|
40
|
%
|
|
41
|
%
|
|
39
|
%
|
|
41
|
%
|
||||
Advertising
|
|
52
|
%
|
|
44
|
%
|
|
50
|
%
|
|
42
|
%
|
||||
Mobile Navigation
|
|
73
|
%
|
|
73
|
%
|
|
73
|
%
|
|
74
|
%
|
||||
Total gross margin
|
|
45
|
%
|
|
46
|
%
|
|
45
|
%
|
|
46
|
%
|
|
|
Six Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash used in operating activities
|
|
$
|
(2,899
|
)
|
|
$
|
(6,662
|
)
|
Net cash provided by investing activities
|
|
1,319
|
|
|
2,055
|
|
||
Net cash used in financing activities
|
|
(1,479
|
)
|
|
(1,445
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(596
|
)
|
|
(576
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(3,655
|
)
|
|
$
|
(6,628
|
)
|
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;
|
•
|
the recent demonstration by Google of in-car integration of Android Auto with Google Maps which did not require a mobile handset;
|
•
|
investments made by HERE and TomTom in high definition maps that may be leveraged to displace Telenav at our current customers;
|
•
|
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
|
•
|
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 cost and potential outcomes of existing and future litigation;
|
•
|
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 such as ASC 606, Revenue Recognition.
|
•
|
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, which could 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, that are 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 companies we acquire;
|
•
|
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 and forecasted withholding taxes;
|
•
|
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 tax 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.
|
•
|
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
|
10.16.36+
|
|
Second Amendment, effective December 5, 2016, to Amended and Restated Territory License No. 8, dated April 1, 2014, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.37+
|
|
Third Amendment, effective December 6, 2016, to Territory License No. 9, dated February 1, 2014, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.38+
|
|
Second Amendment, effective December 6, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.20+
|
|
Amendment No. 20, effective January 1, 2016, 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:
|
February 3, 2017
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
February 3, 2017
|
|
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
|
10.16.36+
|
|
Second Amendment, effective December 5, 2016, to Amended and Restated Territory License No. 8, dated April 1, 2014, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.37+
|
|
Third Amendment, effective December 6, 2016, to Territory License No. 9, dated February 1, 2014, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.38+
|
|
Second Amendment, effective December 6, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.20+
|
|
Amendment No. 20, effective January 1, 2016, 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.
|
SECOND AMENDMENT TO AMENDED AND RESTATED TERRITORY LICENSE NO. 8
|
1.
|
Exhibit A
.
|
A.
|
Additional Content
. The following Additional Content is hereby added to Section I(6) (License Fee for
[*****]
) of Exhibit A of TL 8:
|
•
|
[*****]
Content
|
B.
|
Pricing
. Section 2 (Pricing) of the First Amendment is hereby deleted in its entirety and replaced with the following:
|
Table 1 -
[*****]
for
[*****]
|
|
[*****]
|
Per
[*****]
|
Through the end of calendar year
[*****]
|
$
[*****]
|
Amendment 2 to Amended and Restated TL 8
[Telenav, Inc.][NA Automotive PR-014470, PR-013321][10-25-16 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:
|
HERE Legal
|
|
Title:
|
Chief Financial Officer
|
Date:
|
12/5/2016
|
|
Date:
|
11/17/2016
|
|
|
|
|
|
HERE NORTH AMERICA, LLC
|
|
|
|
|
By:
|
/s/ Jeannie Lee Newman
|
|
|
|
Name:
|
Jeannie Lee Newman
|
|
|
|
Title:
|
Senior Legal Counsel
|
|
|
|
Date:
|
12/5/2016
|
|
|
|
Amendment 2 to Amended and Restated TL 8
[Telenav, Inc.][NA Automotive PR-014470, PR-013321][10-25-16 lee]
|
Page
2
of 2
|
|
1.
|
Exhibit D (Pricing)
. The first paragraph under Exhibit D to TL 9 is hereby deleted in its entirety and replaced with the following:
|
2.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
1.
|
[******]Territory Definition
. The following country is hereby added to the definition of
Territory
under
Section I
of
TL 11
(Terms and Conditions):
|
2.
|
Exhibit A
.
|
A.
|
The following Additional Content is hereby added to
Content Bundle A, Content Bundle B and Content Bundle C
tables in
Section I (4)
License Fees for [******] Territory
of
Exhibit A
to
TL 11
:
|
B.
|
The following table is hereby added to the [******]
Territory Additional Content Fee
table in
Section I (4)
License Fees for [******] Territory
of
Exhibit A
to
TL 11
:
|
[******] Territory
Additional Content Fee
|
Additional LICENSE FEE PER COPY
|
[******]
|
$[******]*
|
C.
|
The following new
Section I (7)
is hereby added to
Section I
of
Exhibit A
to
TL 11
:
|
[******] TERRITORY
|
LICENSE FEE PER COPY IN US DOLLARS
|
CONTENT BUNDLE A
|
|
[******]
|
$
[******]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[******]TERRITORY
|
LICENSE FEE PER COPY
|
CONTENT BUNDLE B
|
|
[******]
|
$
[******]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[******]TERRITORY
|
LICENSE FEE PER COPY
|
CONTENT BUNDLE C
|
|
[******]
|
$
[******]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.
|
The following Additional Content is hereby added to
Content Bundle A, Content Bundle B and Content Bundle C
tables in
Section I (5)
License Fees for [******]
of
Exhibit A
to
TL 11
:
|
E.
|
The following Additional Content is hereby added to
Content Bundle A, Content Bundle B and Content Bundle C
tables in
Section I (2)
License Fees for [******]Territory
of
Exhibit A
to
TL 11
:
|
F.
|
Multi-Year Annual Copy Subscriptions for [******] Applications
. Section IV of Exhibit A to TL 11 is hereby deleted in its entirety and replaced with the following:
|
IV.
|
Multi-Year Annual Copy Subscriptions for
[******]
Applications
. During the TL Term, for each [******] Subscription for [******] Applications, the License Fee per Copy for the applicable Territory specified herein is calculated by multiplying (i) the Per Copy License Fees for the applicable [******] by (ii) [******] provided in Table 1 below based upon the [******] as provided in Table 1.
|
Table 1 – License Fees - Multi-Year Annual Copy Subscriptions
|
|||||
Program
|
[******]
|
[******]
|
[******]
|
[******]
|
|
|
|
|
|
|
|
[******]
|
[******]
|
[******]
|
[******]
|
[******]
|
3.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
HERE NORTH AMERICA, LLC
|
Telenav, Inc.
|
|
By: /s/ Lori Bellows
|
By: /s/ Michael Strambi
|
|
Name: Lori Bellows
|
Name: Michael Strambi
|
|
Title: HERE Legal
|
Title: Chief Financial Officer
|
|
Date: 12/06/2016
|
Date: 11/23/2016
|
|
|
|
|
|
|
|
HERE NORTH AMERICA, LLC
|
|
|
By: /s/ Jeannie Lee Newman
|
|
|
Name: Jeannie Lee Newman
|
|
|
Title: Senior Legal Counsel
|
|
|
Date: 12/06/16
|
|
|
1.
|
In Attachment V, Section 3, under the heading “For Gen 2”, delete the pricing matrix for [******] and replace it with the following:
|
|
[******]
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
Subtotal
|
$[******]*
|
$[******]*
|
$[******]*
|
$[******]*
|
[******]
|
$[******] ([******])
|
$[******] ([******])
|
$[******] ([******])
|
$[******] ([******])
|
Total
|
$
[******]
|
$
[******]
|
$
[******]
|
$
[******]
|
|
[******]
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
Subtotal
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
Total
|
$
[******]
|
$
[******]
|
$
[******]
|
$
[******]
|
2.
|
In Attachment V, Section 3, under the heading “For Gen 2”, delete the pricing matrix for [******] and replace it with the following:
|
|
[******]
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
Subtotal
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
$[******]
|
Total
|
$
[******]
|
$
[******]
|
$
[******]
|
$
[******]
|
3.
|
In Attachment V, Section 3, under the heading “Gen 3 Content Fees:”, after the pricing matrix for [******], add the following:
|
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
Subtotal
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
Total
|
$
[******]
|
$
[******]
|
$
[******]
|
4.
|
In Attachment V, Section 3, under the heading “Gen 3 Content Fees:”, delete the pricing matrix for [******] and replace it with the following:
|
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
Subtotal
|
$[******]
|
$[******]
|
$[******]
|
[******]
|
$[******]
|
$[******]
|
$[******]
|
Total
|
$
[******]
|
$
[******]
|
$
[******]
|
5.
|
In Attachment V, Section 3, under the heading “Gen 3 Content Fees:”, after the pricing matrix for [******], add the following:
|
|
[******]
|
[******]
|
[******]
|
[******]
|
[******]
|
$[******]
|
$[******]
|
[******]
|
|
$[******]
|
$[******]
|
Subtotal
|
|
$[******]
|
$[******]
|
[******]
|
|
$[******]
|
$[******]
|
Total
|
|
$
[******]
|
$
[******]
|
6.
|
In Attachment V, after Section 14, add the following new section:
|
MY
|
DCR
|
Description
|
Quote
|
DCR comments
|
2018
|
13918964
|
[******]
|
$
[******]
|
[******]
|
13909568
|
[******]
|
$
[******]
|
Postal code search for the
[******]
Updates to handle when a user doesn't give SYNC access to their phonebook and messages [******] grammar and prompt updates Guidance Prompt updates for [******] (2 prompts) |
|
13918958
|
[******]
|
$
[******]
|
[******]
|
|
13918955
|
[******]
|
$
[******]
|
|
|
10183000
|
[******]
|
$
[******]
|
[******]
|
|
13910105
|
[******]
|
$
[******]
|
Payment terms are
[******]
equal payments after
[******]
.
Telenav will invoice once for the total amount at [******] and then payments including interest will be made [******] for [******] . Total NRE, including interest for [******] = $ [******] (value without interest = $ [******] ) |
|
|
|
2018 MY subtotal
|
$
[******]
|
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahen
(Printed Name)
Title:
Software Buyer
Date:
10-12-2016
|
TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
CFO
Date:
10-18-2016
|
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:
|
February 3, 2017
|
|
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:
|
February 3, 2017
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
February 3, 2017
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 3, 2017
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|