|
|
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
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.001 Par Value per Share
|
TNAV
|
The NASDAQ Global Market
|
|
|
Page No.
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
Condensed Consolidated Statements of Operations
|
|
|
|
|
|
||
|
|
|
|
Condensed Consolidated Statements of Stockholders’ Equity
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
|
Item 1.
|
Financial Statements.
|
|
|
March 31,
2019 |
|
June 30,
2018 As Adjusted(1) |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
21,254
|
|
|
$
|
17,117
|
|
Short-term investments
|
|
65,210
|
|
|
67,829
|
|
||
Accounts receivable, net of allowances of $12 and $17 at March 31, 2019 and June 30, 2018, respectively
|
|
57,829
|
|
|
46,188
|
|
||
Restricted cash
|
|
1,915
|
|
|
2,982
|
|
||
Deferred costs
|
|
15,385
|
|
|
11,759
|
|
||
Prepaid expenses and other current assets
|
|
3,635
|
|
|
3,867
|
|
||
Total current assets
|
|
165,228
|
|
|
149,742
|
|
||
Property and equipment, net
|
|
5,922
|
|
|
6,987
|
|
||
Deferred income taxes, non-current
|
|
655
|
|
|
867
|
|
||
Goodwill and intangible assets, net
|
|
30,261
|
|
|
31,046
|
|
||
Deferred costs, non-current
|
|
56,974
|
|
|
46,666
|
|
||
Other assets
|
|
3,398
|
|
|
2,372
|
|
||
Total assets
|
|
$
|
262,438
|
|
|
$
|
237,680
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
25,254
|
|
|
$
|
13,008
|
|
Accrued expenses
|
|
36,672
|
|
|
38,803
|
|
||
Deferred revenue
|
|
28,462
|
|
|
20,714
|
|
||
Income taxes payable
|
|
382
|
|
|
221
|
|
||
Total current liabilities
|
|
90,770
|
|
|
72,746
|
|
||
Deferred rent, non-current
|
|
1,379
|
|
|
1,112
|
|
||
Deferred revenue, non-current
|
|
75,357
|
|
|
53,824
|
|
||
Other long-term liabilities
|
|
1,035
|
|
|
1,115
|
|
||
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; 45,643 and 44,871 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively
|
|
46
|
|
|
45
|
|
||
Additional paid-in capital
|
|
172,997
|
|
|
167,895
|
|
||
Accumulated other comprehensive loss
|
|
(1,723
|
)
|
|
(1,855
|
)
|
||
Accumulated deficit
|
|
(77,423
|
)
|
|
(57,202
|
)
|
||
Total stockholders’ equity
|
|
93,897
|
|
|
108,883
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
262,438
|
|
|
$
|
237,680
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2019
|
|
2018
As Adjusted(1) |
|
2019
|
|
2018
As Adjusted(1) |
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
41,723
|
|
|
$
|
34,455
|
|
|
$
|
124,050
|
|
|
$
|
120,754
|
|
Services
|
|
11,346
|
|
|
11,927
|
|
|
38,394
|
|
|
41,722
|
|
||||
Total revenue
|
|
53,069
|
|
|
46,382
|
|
|
162,444
|
|
|
162,476
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
23,532
|
|
|
19,270
|
|
|
72,135
|
|
|
76,949
|
|
||||
Services
|
|
6,095
|
|
|
5,397
|
|
|
20,445
|
|
|
19,299
|
|
||||
Total cost of revenue
|
|
29,627
|
|
|
24,667
|
|
|
92,580
|
|
|
96,248
|
|
||||
Gross profit
|
|
23,442
|
|
|
21,715
|
|
|
69,864
|
|
|
66,228
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
20,508
|
|
|
22,018
|
|
|
59,701
|
|
|
64,098
|
|
||||
Sales and marketing
|
|
5,265
|
|
|
5,654
|
|
|
14,135
|
|
|
15,854
|
|
||||
General and administrative
|
|
5,523
|
|
|
5,618
|
|
|
16,694
|
|
|
16,343
|
|
||||
Goodwill impairment
|
|
—
|
|
|
2,666
|
|
|
—
|
|
|
2,666
|
|
||||
Legal settlements and contingencies
|
|
—
|
|
|
115
|
|
|
650
|
|
|
425
|
|
||||
Total operating expenses
|
|
31,296
|
|
|
36,071
|
|
|
91,180
|
|
|
99,386
|
|
||||
Loss from operations
|
|
(7,854
|
)
|
|
(14,356
|
)
|
|
(21,316
|
)
|
|
(33,158
|
)
|
||||
Other income, net
|
|
581
|
|
|
229
|
|
|
2,703
|
|
|
400
|
|
||||
Loss before provision for income taxes
|
|
(7,273
|
)
|
|
(14,127
|
)
|
|
(18,613
|
)
|
|
(32,758
|
)
|
||||
Provision for income taxes
|
|
208
|
|
|
330
|
|
|
1,019
|
|
|
611
|
|
||||
Net loss
|
|
$
|
(7,481
|
)
|
|
$
|
(14,457
|
)
|
|
$
|
(19,632
|
)
|
|
$
|
(33,369
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.75
|
)
|
Weighted average shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
45,585
|
|
|
44,637
|
|
|
45,347
|
|
|
44,396
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense included above:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
28
|
|
|
$
|
36
|
|
|
$
|
84
|
|
|
$
|
109
|
|
Research and development
|
|
1,143
|
|
|
1,249
|
|
|
3,669
|
|
|
4,293
|
|
||||
Sales and marketing
|
|
346
|
|
|
396
|
|
|
1,013
|
|
|
1,315
|
|
||||
General and administrative
|
|
390
|
|
|
565
|
|
|
1,525
|
|
|
1,897
|
|
||||
Total stock-based compensation expense
|
|
$
|
1,907
|
|
|
$
|
2,246
|
|
|
$
|
6,291
|
|
|
$
|
7,614
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2019
|
|
2018
As Adjusted(1) |
|
2019
|
|
2018
As Adjusted(1) |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(7,481
|
)
|
|
$
|
(14,457
|
)
|
|
$
|
(19,632
|
)
|
|
$
|
(33,369
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(54
|
)
|
|
392
|
|
|
(402
|
)
|
|
957
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
328
|
|
|
(353
|
)
|
|
514
|
|
|
(566
|
)
|
||||
Reclassification adjustments for gain on available-for-sale securities recognized, net of tax
|
|
13
|
|
|
46
|
|
|
20
|
|
|
52
|
|
||||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
341
|
|
|
(307
|
)
|
|
534
|
|
|
(514
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
287
|
|
|
85
|
|
|
132
|
|
|
443
|
|
||||
Comprehensive loss
|
|
$
|
(7,194
|
)
|
|
$
|
(14,372
|
)
|
|
$
|
(19,500
|
)
|
|
$
|
(32,926
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
Nine Months Ended March 31, 2019
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at June 30, 2018 as adjusted(1)
|
|
44,871
|
|
|
$
|
45
|
|
|
$
|
167,895
|
|
|
$
|
(1,855
|
)
|
|
$
|
(57,202
|
)
|
|
$
|
108,883
|
|
Issuance of common stock upon exercise of stock options
|
|
5
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Release of restricted stock units
|
|
385
|
|
|
—
|
|
|
(1,205
|
)
|
|
—
|
|
|
—
|
|
|
(1,205
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
(217
|
)
|
|||||
Unrealized net gain on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,570
|
)
|
|
(7,570
|
)
|
|||||
Balance at September 30, 2018
|
|
45,261
|
|
|
45
|
|
|
168,984
|
|
|
(1,981
|
)
|
|
(64,772
|
)
|
|
102,276
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Release of restricted stock units
|
|
280
|
|
|
1
|
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,115
|
|
|
—
|
|
|
—
|
|
|
2,115
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
|||||
Unrealized net gain on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,581
|
)
|
|
(4,581
|
)
|
|||||
Balance at December 31, 2018
|
|
45,541
|
|
|
46
|
|
|
170,747
|
|
|
(2,010
|
)
|
|
(69,353
|
)
|
|
99,430
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
244
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
—
|
|
|
1,330
|
|
|||||
Release of restricted stock units
|
|
79
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Repurchases of common stock
|
|
(221
|
)
|
|
—
|
|
|
(714
|
)
|
|
—
|
|
|
(589
|
)
|
|
(1,303
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
|||||
Unrealized net gain on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
341
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,481
|
)
|
|
(7,481
|
)
|
|||||
Balance at March 31, 2019
|
|
45,643
|
|
|
$
|
46
|
|
|
$
|
172,997
|
|
|
$
|
(1,723
|
)
|
|
$
|
(77,423
|
)
|
|
$
|
93,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Nine Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2017 as adjusted(1)
|
|
43,946
|
|
|
$
|
44
|
|
|
$
|
159,666
|
|
|
$
|
(1,934
|
)
|
|
$
|
(16,072
|
)
|
|
$
|
141,704
|
|
Issuance of common stock upon exercise of stock options
|
|
37
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|||||
Release of restricted stock units
|
|
329
|
|
|
—
|
|
|
(1,102
|
)
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
360
|
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Adoption of ASU 2016-16 using the modified retrospective method
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(296
|
)
|
|
(296
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,518
|
)
|
|
(10,518
|
)
|
|||||
Balance at September 30, 2017
|
|
44,312
|
|
|
44
|
|
|
161,241
|
|
|
(1,547
|
)
|
|
(26,886
|
)
|
|
132,852
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
14
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Release of restricted stock units
|
|
226
|
|
|
1
|
|
|
(504
|
)
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
209
|
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
(235
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,394
|
)
|
|
(8,394
|
)
|
|||||
Balance at December 31, 2017
|
|
44,552
|
|
|
45
|
|
|
163,663
|
|
|
(1,573
|
)
|
|
(35,280
|
)
|
|
126,855
|
|
|||||
Issuance of common stock upon exercise of stock options
|
|
56
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|||||
Release of restricted stock units
|
|
136
|
|
|
—
|
|
|
(447
|
)
|
|
—
|
|
|
—
|
|
|
(447
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
2,246
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
|
(307
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,457
|
)
|
|
(14,457
|
)
|
|||||
Balance at March 31, 2018
|
|
44,744
|
|
|
$
|
45
|
|
|
$
|
165,690
|
|
|
$
|
(1,488
|
)
|
|
$
|
(49,737
|
)
|
|
$
|
114,510
|
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
As Adjusted(1)
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(19,632
|
)
|
|
$
|
(33,369
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,982
|
|
|
2,476
|
|
||
Deferred rent reversal due to lease termination
|
|
—
|
|
|
(538
|
)
|
||
Tenant improvement allowance recognition due to lease termination
|
|
—
|
|
|
(582
|
)
|
||
Accretion of net premium on short-term investments
|
|
(15
|
)
|
|
156
|
|
||
Stock-based compensation expense
|
|
6,291
|
|
|
7,614
|
|
||
Goodwill impairment
|
|
—
|
|
|
2,666
|
|
||
Unrealized gain on non-marketable equity investments
|
|
(1,260
|
)
|
|
—
|
|
||
Loss (gain) on disposal of property and equipment
|
|
(4
|
)
|
|
13
|
|
||
Bad debt expense
|
|
4
|
|
|
(17
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(11,645
|
)
|
|
6,706
|
|
||
Deferred income taxes
|
|
195
|
|
|
(68
|
)
|
||
Income taxes receivable
|
|
—
|
|
|
2
|
|
||
Deferred costs
|
|
(13,934
|
)
|
|
(21,387
|
)
|
||
Prepaid expenses and other current assets
|
|
230
|
|
|
177
|
|
||
Other assets
|
|
36
|
|
|
(614
|
)
|
||
Trade accounts payable
|
|
12,290
|
|
|
11,398
|
|
||
Accrued expenses and other liabilities
|
|
(2,426
|
)
|
|
(12,082
|
)
|
||
Income taxes payable
|
|
160
|
|
|
64
|
|
||
Deferred rent
|
|
483
|
|
|
1,145
|
|
||
Deferred revenue
|
|
29,281
|
|
|
32,162
|
|
||
Net cash provided by (used in) operating activities
|
|
3,036
|
|
|
(4,078
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(957
|
)
|
|
(4,572
|
)
|
||
Purchases of short-term investments
|
|
(31,044
|
)
|
|
(42,849
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
34,214
|
|
|
48,690
|
|
||
Net cash provided by investing activities
|
|
2,213
|
|
|
1,269
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
1,356
|
|
|
463
|
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(1,831
|
)
|
|
(2,052
|
)
|
||
Repurchase of common stock
|
|
(1,303
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(1,778
|
)
|
|
(1,589
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(401
|
)
|
|
956
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
3,070
|
|
|
(3,442
|
)
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
20,099
|
|
|
24,158
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
23,169
|
|
|
$
|
20,716
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
730
|
|
|
$
|
803
|
|
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
21,254
|
|
|
$
|
17,509
|
|
Restricted cash
|
|
1,915
|
|
|
3,207
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
23,169
|
|
|
$
|
20,716
|
|
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, 2018
|
|
$
|
(1,163
|
)
|
|
$
|
(692
|
)
|
|
$
|
(1,855
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(402
|
)
|
|
514
|
|
|
112
|
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
20
|
|
|
20
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(402
|
)
|
|
534
|
|
|
132
|
|
|||
Balance, net of tax as of March 31, 2019
|
|
$
|
(1,565
|
)
|
|
$
|
(158
|
)
|
|
$
|
(1,723
|
)
|
|
|
As of June 30, 2018
|
||||||||||
|
|
As Reported Form 10-K
|
|
Adjustments
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Deferred costs
|
|
$
|
31,888
|
|
|
$
|
(20,129
|
)
|
|
$
|
11,759
|
|
Deferred costs, noncurrent
|
|
109,269
|
|
|
(62,603
|
)
|
|
46,666
|
|
|||
Total assets
|
|
320,412
|
|
|
(82,732
|
)
|
|
237,680
|
|
|||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
||||||
Deferred revenue
|
|
52,871
|
|
|
(32,157
|
)
|
|
20,714
|
|
|||
Deferred revenue, noncurrent
|
|
182,236
|
|
|
(128,412
|
)
|
|
53,824
|
|
|||
Accumulated deficit
|
|
(135,042
|
)
|
|
77,840
|
|
|
(57,202
|
)
|
|||
Total liabilities and stockholders’ equity
|
|
320,412
|
|
|
(82,732
|
)
|
|
237,680
|
|
|
|
Three Months Ended March 31, 2018
|
|
Nine Months Ended March 31, 2018
|
||||||||||||||||||||
|
|
As Reported
Mar. 31, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
Mar. 31, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
$
|
4,014
|
|
|
$
|
30,441
|
|
|
$
|
34,455
|
|
|
$
|
53,285
|
|
|
$
|
67,469
|
|
|
$
|
120,754
|
|
Services
|
|
9,809
|
|
|
2,118
|
|
|
11,927
|
|
|
36,276
|
|
|
5,446
|
|
|
41,722
|
|
||||||
Total revenue
|
|
13,823
|
|
|
32,559
|
|
|
46,382
|
|
|
89,561
|
|
|
72,915
|
|
|
162,476
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
3,105
|
|
|
16,165
|
|
|
19,270
|
|
|
32,832
|
|
|
44,117
|
|
|
76,949
|
|
||||||
Services
|
|
5,115
|
|
|
282
|
|
|
5,397
|
|
|
18,546
|
|
|
753
|
|
|
19,299
|
|
||||||
Total cost of revenue
|
|
8,220
|
|
|
16,447
|
|
|
24,667
|
|
|
51,378
|
|
|
44,870
|
|
|
96,248
|
|
||||||
Gross profit
|
|
5,603
|
|
|
16,112
|
|
|
21,715
|
|
|
38,183
|
|
|
28,045
|
|
|
66,228
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
|
22,212
|
|
|
(194
|
)
|
|
22,018
|
|
|
65,197
|
|
|
(1,099
|
)
|
|
64,098
|
|
||||||
Total operating expenses
|
|
36,265
|
|
|
(194
|
)
|
|
36,071
|
|
|
100,485
|
|
|
(1,099
|
)
|
|
99,386
|
|
||||||
Loss from operations
|
|
(30,662
|
)
|
|
16,306
|
|
|
(14,356
|
)
|
|
(62,302
|
)
|
|
29,144
|
|
|
(33,158
|
)
|
||||||
Net loss
|
|
(30,763
|
)
|
|
16,306
|
|
|
(14,457
|
)
|
|
(62,513
|
)
|
|
29,144
|
|
|
(33,369
|
)
|
||||||
Net loss per share, basic and diluted
|
|
$
|
(0.69
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.32
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
0.66
|
|
|
$
|
(0.75
|
)
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the company satisfies a performance obligation
|
|
|
Deferred Costs
|
||||||||||
|
|
Content
|
|
Development
|
|
Total
|
||||||
Balance, June 30, 2018 (as adjusted)
|
|
$
|
48,946
|
|
|
$
|
9,479
|
|
|
$
|
58,425
|
|
Content licensing costs incurred
|
|
90,056
|
|
|
—
|
|
|
90,056
|
|
|||
Customized software development costs incurred
|
|
—
|
|
|
1,432
|
|
|
1,432
|
|
|||
Less: cost of revenue recognized
|
|
(74,747
|
)
|
|
(2,807
|
)
|
|
(77,554
|
)
|
|||
Balance, March 31, 2019
|
|
$
|
64,255
|
|
|
$
|
8,104
|
|
|
$
|
72,359
|
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
|
$
|
(7,481
|
)
|
|
$
|
(14,457
|
)
|
|
$
|
(19,632
|
)
|
|
$
|
(33,369
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
|
45,585
|
|
|
44,637
|
|
|
45,347
|
|
|
44,396
|
|
||||
Net loss per share, basic and diluted
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.75
|
)
|
|
|
March 31,
|
||||
|
|
2019
|
|
2018
|
||
Stock options
|
|
4,687
|
|
|
5,345
|
|
Restricted stock units
|
|
2,649
|
|
|
3,256
|
|
Total
|
|
7,336
|
|
|
8,601
|
|
3.
|
Cash, cash equivalents and short-term investments
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
15,089
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,089
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
2,921
|
|
|
—
|
|
|
—
|
|
|
2,921
|
|
||||
Commercial paper
|
|
3,245
|
|
|
—
|
|
|
(1
|
)
|
|
3,244
|
|
||||
Total cash equivalents
|
|
6,166
|
|
|
—
|
|
|
(1
|
)
|
|
6,165
|
|
||||
Total cash and cash equivalents
|
|
21,255
|
|
|
—
|
|
|
(1
|
)
|
|
21,254
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
5,292
|
|
|
3
|
|
|
(15
|
)
|
|
5,280
|
|
||||
U.S. agency securities
|
|
2,595
|
|
|
6
|
|
|
(5
|
)
|
|
2,596
|
|
||||
Asset-backed securities
|
|
8,699
|
|
|
27
|
|
|
(28
|
)
|
|
8,698
|
|
||||
Municipal securities
|
|
2,926
|
|
|
2
|
|
|
—
|
|
|
2,928
|
|
||||
Commercial paper
|
|
1,490
|
|
|
—
|
|
|
—
|
|
|
1,490
|
|
||||
Corporate bonds
|
|
44,227
|
|
|
109
|
|
|
(118
|
)
|
|
44,218
|
|
||||
Total short-term investments
|
|
65,229
|
|
|
147
|
|
|
(166
|
)
|
|
65,210
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
86,484
|
|
|
$
|
147
|
|
|
$
|
(167
|
)
|
|
$
|
86,464
|
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
10,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,202
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
3,751
|
|
|
—
|
|
|
—
|
|
|
3,751
|
|
||||
U.S. treasury securities
|
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
Commercial paper
|
|
2,666
|
|
|
—
|
|
|
—
|
|
|
2,666
|
|
||||
Total cash equivalents
|
|
6,915
|
|
|
—
|
|
|
—
|
|
|
6,915
|
|
||||
Total cash and cash equivalents
|
|
17,117
|
|
|
—
|
|
|
—
|
|
|
17,117
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
4,737
|
|
|
—
|
|
|
(34
|
)
|
|
4,703
|
|
||||
U.S. agency securities
|
|
2,424
|
|
|
—
|
|
|
(16
|
)
|
|
2,408
|
|
||||
Asset-backed securities
|
|
8,040
|
|
|
1
|
|
|
(72
|
)
|
|
7,969
|
|
||||
Municipal securities
|
|
2,220
|
|
|
—
|
|
|
(4
|
)
|
|
2,216
|
|
||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
||||
Corporate bonds
|
|
49,717
|
|
|
2
|
|
|
(435
|
)
|
|
49,284
|
|
||||
Total short-term investments
|
|
68,387
|
|
|
3
|
|
|
(561
|
)
|
|
67,829
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
85,504
|
|
|
$
|
3
|
|
|
$
|
(561
|
)
|
|
$
|
84,946
|
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. treasury securities
|
|
$
|
799
|
|
|
$
|
—
|
|
|
$
|
3,980
|
|
|
$
|
(15
|
)
|
|
$
|
4,779
|
|
|
$
|
(15
|
)
|
U.S. agency securities
|
|
—
|
|
|
—
|
|
|
995
|
|
|
(5
|
)
|
|
995
|
|
|
(5
|
)
|
||||||
Asset-backed securities
|
|
48
|
|
|
—
|
|
|
4,475
|
|
|
(28
|
)
|
|
4,523
|
|
|
(28
|
)
|
||||||
Municipal securities
|
|
508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508
|
|
|
—
|
|
||||||
Commercial paper
|
|
3,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,245
|
|
|
—
|
|
||||||
Corporate bonds
|
|
5,309
|
|
|
(8
|
)
|
|
23,044
|
|
|
(110
|
)
|
|
28,353
|
|
|
(118
|
)
|
||||||
Total
|
|
$
|
9,909
|
|
|
$
|
(8
|
)
|
|
$
|
32,494
|
|
|
$
|
(158
|
)
|
|
$
|
42,403
|
|
|
$
|
(166
|
)
|
|
|
June 30, 2018
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. treasury securities
|
|
$
|
4,703
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,703
|
|
|
$
|
(34
|
)
|
U.S. agency securities
|
|
1,118
|
|
|
(6
|
)
|
|
1,290
|
|
|
(10
|
)
|
|
2,408
|
|
|
(16
|
)
|
||||||
Asset-backed securities
|
|
5,368
|
|
|
(69
|
)
|
|
1,562
|
|
|
(3
|
)
|
|
6,930
|
|
|
(72
|
)
|
||||||
Municipal securities
|
|
1,716
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
1,716
|
|
|
(4
|
)
|
||||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
||||||
Corporate bonds
|
|
34,982
|
|
|
(318
|
)
|
|
10,880
|
|
|
(117
|
)
|
|
45,862
|
|
|
(435
|
)
|
||||||
Total
|
|
$
|
49,136
|
|
|
$
|
(431
|
)
|
|
$
|
13,732
|
|
|
$
|
(130
|
)
|
|
$
|
62,868
|
|
|
$
|
(561
|
)
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
36,068
|
|
|
$
|
35,983
|
|
Due between one and two years
|
|
17,818
|
|
|
17,805
|
|
||
Due between two and three years
|
|
11,343
|
|
|
11,422
|
|
||
Total
|
|
$
|
65,229
|
|
|
$
|
65,210
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at March 31, 2019 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
|
|
$
|
2,921
|
|
|
$
|
2,921
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
3,244
|
|
|
—
|
|
|
3,244
|
|
|
—
|
|
||||
Total cash equivalents
|
|
6,165
|
|
|
2,921
|
|
|
3,244
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
5,280
|
|
|
5,280
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
2,596
|
|
|
—
|
|
|
2,596
|
|
|
—
|
|
||||
Asset-backed securities
|
|
8,698
|
|
|
—
|
|
|
8,698
|
|
|
—
|
|
||||
Municipal securities
|
|
2,928
|
|
|
—
|
|
|
2,928
|
|
|
—
|
|
||||
Commercial paper
|
|
1,490
|
|
|
—
|
|
|
1,490
|
|
|
—
|
|
||||
Corporate bonds
|
|
44,218
|
|
|
—
|
|
|
44,218
|
|
|
—
|
|
||||
Total short-term investments
|
|
65,210
|
|
|
5,280
|
|
|
59,930
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
71,375
|
|
|
$
|
8,201
|
|
|
$
|
63,174
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2018 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
|
|
$
|
3,751
|
|
|
$
|
3,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
|
498
|
|
|
498
|
|
|
—
|
|
|
—
|
|
||||
Commercial paper
|
|
2,666
|
|
|
—
|
|
|
2,666
|
|
|
—
|
|
||||
Total cash equivalents
|
|
6,915
|
|
|
4,249
|
|
|
2,666
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
4,703
|
|
|
4,703
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
2,408
|
|
|
—
|
|
|
2,408
|
|
|
—
|
|
||||
Asset-backed securities
|
|
7,969
|
|
|
—
|
|
|
7,969
|
|
|
—
|
|
||||
Municipal securities
|
|
2,216
|
|
|
—
|
|
|
2,216
|
|
|
—
|
|
||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
||||
Corporate bonds
|
|
49,284
|
|
|
—
|
|
|
49,284
|
|
|
—
|
|
||||
Total short-term investments
|
|
67,829
|
|
|
4,703
|
|
|
63,126
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
74,744
|
|
|
$
|
8,952
|
|
|
$
|
65,792
|
|
|
$
|
—
|
|
Carrying value (cost basis), June 30, 2018
|
|
$
|
708
|
|
Upward adjustments
|
|
1,259
|
|
|
Downward adjustments (including impairment)
|
|
—
|
|
|
Carrying value, March 31, 2019
|
|
$
|
1,967
|
|
5.
|
Balance sheet information
|
|
|
March 31,
2019 |
|
June 30,
2018 |
||||
Acquired developed technology
|
|
$
|
13,875
|
|
|
$
|
13,875
|
|
Less accumulated amortization
|
|
(12,276
|
)
|
|
(11,491
|
)
|
||
Intangible assets, net
|
|
$
|
1,599
|
|
|
$
|
2,384
|
|
|
|
March 31,
2019 |
|
June 30,
2018 |
||||
Accrued compensation and benefits
|
|
$
|
8,324
|
|
|
$
|
12,024
|
|
Accrued royalties
|
|
16,921
|
|
|
16,298
|
|
||
Customer overpayments and related reserves
|
|
3,088
|
|
|
5,356
|
|
||
Other accrued expenses
|
|
8,339
|
|
|
5,125
|
|
||
Total accrued expenses
|
|
$
|
36,672
|
|
|
$
|
38,803
|
|
6.
|
Deferred revenue and remaining performance obligations
|
Beginning balance, June 30, 2018 (as adjusted)
|
|
$
|
74,538
|
|
Revenue recognized that was included in beginning balance
|
|
(18,220
|
)
|
|
Amount billed, net of revenue recognized that was not included in beginning balance
|
|
47,501
|
|
|
Ending balance, March 31, 2019
|
|
$
|
103,819
|
|
|
|
|
7.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
|
$
|
14,917
|
|
|
$
|
994
|
|
|
$
|
4,705
|
|
|
$
|
3,523
|
|
|
$
|
2,971
|
|
|
$
|
2,198
|
|
|
$
|
526
|
|
Purchase obligations
|
|
9,908
|
|
|
4,464
|
|
|
2,488
|
|
|
1,185
|
|
|
525
|
|
|
415
|
|
|
831
|
|
|||||||
Total contractual obligations
|
|
$
|
24,825
|
|
|
$
|
5,458
|
|
|
$
|
7,193
|
|
|
$
|
4,708
|
|
|
$
|
3,496
|
|
|
$
|
2,613
|
|
|
$
|
1,357
|
|
8.
|
Guarantees and indemnifications
|
9.
|
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, 2018
|
|
5,116
|
|
|
$
|
6.48
|
|
|
|
|
|
||
Granted
|
|
290
|
|
|
$
|
5.10
|
|
|
|
|
|
||
Exercised
|
|
(249
|
)
|
|
$
|
5.44
|
|
|
|
|
|
||
Canceled or expired
|
|
(470
|
)
|
|
$
|
6.93
|
|
|
|
|
|
||
Options outstanding as of March 31, 2019
|
|
4,687
|
|
|
$
|
6.40
|
|
|
4.96
|
|
$
|
1,427
|
|
As of March 31, 2019:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
4,595
|
|
|
$
|
6.42
|
|
|
4.90
|
|
$
|
1,351
|
|
Options exercisable
|
|
3,815
|
|
|
$
|
6.57
|
|
|
4.30
|
|
$
|
845
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2018
|
|
3,068
|
|
|
|
|
|
||
Granted
|
|
1,101
|
|
|
|
|
|
||
Vested
|
|
(1,089
|
)
|
|
|
|
|
||
Canceled
|
|
(431
|
)
|
|
|
|
|
||
RSUs outstanding as of March 31, 2019
|
|
2,649
|
|
|
1.47
|
|
$
|
16,059
|
|
As of March 31, 2019:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
2,221
|
|
|
1.35
|
|
$
|
13,484
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2018
|
|
3,169
|
|
Additional shares authorized
|
|
1,667
|
|
Granted
|
|
(1,391
|
)
|
RSUs withheld for taxes in net share settlements
|
|
345
|
|
Canceled
|
|
901
|
|
Shares available for grant as of March 31, 2019
|
|
4,691
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stock option awards
|
|
$
|
396
|
|
|
$
|
463
|
|
|
$
|
1,260
|
|
|
$
|
1,636
|
|
RSU awards
|
|
1,511
|
|
|
1,783
|
|
|
5,031
|
|
|
5,978
|
|
||||
Total stock-based compensation expense
|
|
$
|
1,907
|
|
|
$
|
2,246
|
|
|
$
|
6,291
|
|
|
$
|
7,614
|
|
|
|
Nine Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Expected volatility
|
|
39
|
%
|
|
42
|
%
|
||
Expected term (in years)
|
|
6.87
|
|
|
4.75
|
|
||
Risk-free interest rate
|
|
2.99
|
%
|
|
2.00
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Weighted average grant date fair value per share
|
|
$
|
2.32
|
|
|
$
|
2.14
|
|
10.
|
Stock repurchase program
|
11.
|
Income taxes
|
12.
|
Segments
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Automotive
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
46,015
|
|
|
$
|
38,367
|
|
|
$
|
137,019
|
|
|
$
|
130,865
|
|
Cost of revenue
|
|
26,629
|
|
|
21,063
|
|
|
81,327
|
|
|
81,787
|
|
||||
Gross profit
|
|
$
|
19,386
|
|
|
$
|
17,304
|
|
|
$
|
55,692
|
|
|
$
|
49,078
|
|
Gross margin
|
|
42
|
%
|
|
45
|
%
|
|
41
|
%
|
|
38
|
%
|
||||
Advertising
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
4,529
|
|
|
$
|
4,811
|
|
|
$
|
17,492
|
|
|
$
|
21,168
|
|
Cost of revenue
|
|
2,178
|
|
|
2,174
|
|
|
8,684
|
|
|
9,988
|
|
||||
Gross profit
|
|
$
|
2,351
|
|
|
$
|
2,637
|
|
|
$
|
8,808
|
|
|
$
|
11,180
|
|
Gross margin
|
|
52
|
%
|
|
55
|
%
|
|
50
|
%
|
|
53
|
%
|
||||
Mobile Navigation
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
2,525
|
|
|
$
|
3,204
|
|
|
$
|
7,933
|
|
|
$
|
10,443
|
|
Cost of revenue
|
|
820
|
|
|
1,430
|
|
|
2,569
|
|
|
4,473
|
|
||||
Gross profit
|
|
$
|
1,705
|
|
|
$
|
1,774
|
|
|
$
|
5,364
|
|
|
$
|
5,970
|
|
Gross margin
|
|
68
|
%
|
|
55
|
%
|
|
68
|
%
|
|
57
|
%
|
||||
Total
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
53,069
|
|
|
$
|
46,382
|
|
|
$
|
162,444
|
|
|
$
|
162,476
|
|
Cost of revenue
|
|
29,627
|
|
|
24,667
|
|
|
92,580
|
|
|
96,248
|
|
||||
Gross profit
|
|
$
|
23,442
|
|
|
$
|
21,715
|
|
|
$
|
69,864
|
|
|
$
|
66,228
|
|
Gross margin
|
|
44
|
%
|
|
47
|
%
|
|
43
|
%
|
|
41
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
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, direct contribution from billings, direct contribution margin from billings and adjusted cash flow from operations 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 and adjusted cash flow from operations do not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA and adjusted cash flow from operations do not reflect the use of cash for net share settlements of RSUs;
|
•
|
adjusted EBITDA and adjusted cash flow from operations do 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, adjusted cash flow from operations, free cash flow or similarly titled measures may be calculated by other companies differently, which reduces their usefulness as comparative measures.
|
Reconciliation of Deferred Revenue to Change in Deferred Revenue
|
||||||||||||||||
Reconciliation of Deferred Costs to Change in Deferred Costs
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, March 31
|
|
$
|
103,397
|
|
|
$
|
—
|
|
|
$
|
422
|
|
|
$
|
103,819
|
|
Deferred revenue, December 31
|
|
87,325
|
|
|
—
|
|
|
447
|
|
|
87,772
|
|
||||
Change in deferred revenue
|
|
$
|
16,072
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
16,047
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, March 31
|
|
$
|
72,359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,359
|
|
Deferred costs, December 31
|
|
65,465
|
|
|
—
|
|
|
—
|
|
|
65,465
|
|
||||
Change in deferred costs
|
|
$
|
6,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,894
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, March 31
|
|
$
|
70,618
|
|
|
$
|
—
|
|
|
$
|
658
|
|
|
$
|
71,276
|
|
Deferred revenue, December 31
|
|
58,321
|
|
|
—
|
|
|
633
|
|
|
58,954
|
|
||||
Change in deferred revenue
|
|
$
|
12,297
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
12,322
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, March 31
|
|
$
|
56,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,813
|
|
Deferred costs, December 31
|
|
48,724
|
|
|
—
|
|
|
—
|
|
|
48,724
|
|
||||
Change in deferred costs
|
|
$
|
8,089
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,089
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Nine Months Ended March 31, 2019
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, March 31
|
|
$
|
103,397
|
|
|
$
|
—
|
|
|
$
|
422
|
|
|
$
|
103,819
|
|
Deferred revenue, June 30
|
|
74,001
|
|
|
—
|
|
|
537
|
|
|
74,538
|
|
||||
Change in deferred revenue
|
|
$
|
29,396
|
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
29,281
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, March 31
|
|
$
|
72,359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,359
|
|
Deferred costs, June 30
|
|
58,425
|
|
|
—
|
|
|
—
|
|
|
58,425
|
|
||||
Change in deferred costs
|
|
$
|
13,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,934
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Nine Months Ended March 31, 2018
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, March 31
|
|
$
|
70,618
|
|
|
$
|
—
|
|
|
$
|
658
|
|
|
$
|
71,276
|
|
Deferred revenue, June 30
|
|
38,230
|
|
|
—
|
|
|
884
|
|
|
39,114
|
|
||||
Change in deferred revenue
|
|
$
|
32,388
|
|
|
$
|
—
|
|
|
$
|
(226
|
)
|
|
$
|
32,162
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, March 31
|
|
$
|
56,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,813
|
|
Deferred costs, June 30
|
|
35,426
|
|
|
—
|
|
|
—
|
|
|
35,426
|
|
||||
Change in deferred costs
|
|
$
|
21,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,387
|
|
Reconciliation of Revenue to Billings - Ford and GM
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue from Ford
|
|
$
|
28,838
|
|
|
$
|
32,797
|
|
|
$
|
92,162
|
|
|
$
|
114,646
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue attributed to Ford
|
|
9,168
|
|
|
6,274
|
|
|
12,259
|
|
|
15,115
|
|
||||
Billings to Ford
|
|
$
|
38,006
|
|
|
$
|
39,071
|
|
|
$
|
104,421
|
|
|
$
|
129,761
|
|
Billings to Ford as a percentage of total billings
|
|
55
|
%
|
|
67
|
%
|
|
54
|
%
|
|
67
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue from GM
|
|
$
|
10,196
|
|
|
$
|
3,053
|
|
|
$
|
27,178
|
|
|
$
|
9,684
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue attributed to GM
|
|
3,743
|
|
|
1,535
|
|
|
9,200
|
|
|
3,454
|
|
||||
Billings to GM
|
|
$
|
13,939
|
|
|
$
|
4,588
|
|
|
$
|
36,378
|
|
|
$
|
13,138
|
|
Billings to GM as a percentage of total billings
|
|
20
|
%
|
|
less than 10%
|
|
|
19
|
%
|
|
less than 10%
|
|
||||
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
Consolidated Statements of Operations Data
|
|
2019
|
|
2018
As Adjusted(1)
|
|
2019
|
|
2018
As Adjusted(1)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
41,723
|
|
|
$
|
34,455
|
|
|
$
|
124,050
|
|
|
$
|
120,754
|
|
Services
|
|
11,346
|
|
|
11,927
|
|
|
38,394
|
|
|
41,722
|
|
||||
Total revenue
|
|
53,069
|
|
|
46,382
|
|
|
162,444
|
|
|
162,476
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
23,532
|
|
|
19,270
|
|
|
72,135
|
|
|
76,949
|
|
||||
Services
|
|
6,095
|
|
|
5,397
|
|
|
20,445
|
|
|
19,299
|
|
||||
Total cost of revenue
|
|
29,627
|
|
|
24,667
|
|
|
92,580
|
|
|
96,248
|
|
||||
Gross profit
|
|
23,442
|
|
|
21,715
|
|
|
69,864
|
|
|
66,228
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
20,508
|
|
|
22,018
|
|
|
59,701
|
|
|
64,098
|
|
||||
Sales and marketing
|
|
5,265
|
|
|
5,654
|
|
|
14,135
|
|
|
15,854
|
|
||||
General and administrative
|
|
5,523
|
|
|
5,618
|
|
|
16,694
|
|
|
16,343
|
|
||||
Goodwill impairment
|
|
—
|
|
|
2,666
|
|
|
—
|
|
|
2,666
|
|
||||
Legal settlements and contingencies
|
|
—
|
|
|
115
|
|
|
650
|
|
|
425
|
|
||||
Total operating expenses
|
|
31,296
|
|
|
36,071
|
|
|
91,180
|
|
|
99,386
|
|
||||
Loss from operations
|
|
(7,854
|
)
|
|
(14,356
|
)
|
|
(21,316
|
)
|
|
(33,158
|
)
|
||||
Other income, net
|
|
581
|
|
|
229
|
|
|
2,703
|
|
|
400
|
|
||||
Loss before provision for income taxes
|
|
(7,273
|
)
|
|
(14,127
|
)
|
|
(18,613
|
)
|
|
(32,758
|
)
|
||||
Provision for income taxes
|
|
208
|
|
|
330
|
|
|
1,019
|
|
|
611
|
|
||||
Net loss
|
|
$
|
(7,481
|
)
|
|
$
|
(14,457
|
)
|
|
$
|
(19,632
|
)
|
|
$
|
(33,369
|
)
|
|
|
(as a percentage of revenue)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
79
|
%
|
|
74
|
%
|
|
76
|
%
|
|
74
|
%
|
Services
|
|
21
|
%
|
|
26
|
%
|
|
24
|
%
|
|
26
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
44
|
%
|
|
41
|
%
|
|
44
|
%
|
|
47
|
%
|
Services
|
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Total cost of revenue
|
|
56
|
%
|
|
53
|
%
|
|
57
|
%
|
|
59
|
%
|
Gross profit
|
|
44
|
%
|
|
47
|
%
|
|
43
|
%
|
|
41
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
39
|
%
|
|
48
|
%
|
|
37
|
%
|
|
39
|
%
|
Sales and marketing
|
|
10
|
%
|
|
12
|
%
|
|
9
|
%
|
|
10
|
%
|
General and administrative
|
|
10
|
%
|
|
12
|
%
|
|
10
|
%
|
|
10
|
%
|
Goodwill impairment
|
|
—
|
%
|
|
6
|
%
|
|
—
|
%
|
|
2
|
%
|
Legal settlements and contingencies
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total operating expenses
|
|
59
|
%
|
|
78
|
%
|
|
56
|
%
|
|
61
|
%
|
Loss from operations
|
|
(15
|
)%
|
|
(31
|
)%
|
|
(13
|
)%
|
|
(20
|
)%
|
Other income, net
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
|
—
|
%
|
Loss before provision for income taxes
|
|
(14
|
)%
|
|
(30
|
)%
|
|
(11
|
)%
|
|
(20
|
)%
|
Provision for income taxes
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Net loss
|
|
(14
|
)%
|
|
(31
|
)%
|
|
(12
|
)%
|
|
(21
|
)%
|
(1)Certain amounts have been adjusted to reflect the adoption of ASC 606. See Note 1 to our condensed consolidated financial statements for a summary of adjustments.
|
|
|
Nine Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
3,036
|
|
|
$
|
(4,078
|
)
|
Net cash provided by investing activities
|
|
2,213
|
|
|
1,269
|
|
||
Net cash used in financing activities
|
|
(1,778
|
)
|
|
(1,589
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(401
|
)
|
|
956
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
3,070
|
|
|
$
|
(3,442
|
)
|
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;
|
•
|
competitive in-car platforms and products, such as Apple’s CarPlay and Google’s auto initiatives, which are currently offered in North America on Ford vehicles equipped with its SYNC 3 platform and most GM models;
|
•
|
the recent decision by Toyota to expand Apple’s CarPlay compatibility to certain of its 2019 model year and beyond Toyota and Lexus vehicles;
|
•
|
Ford’s announced intentions to modify its North America and European passenger car portfolio whereby it has begun phasing out certain car models;
|
•
|
GM’s announced intentions to end production of certain passenger vehicles in North America;
|
•
|
the seasonality and unpredictability of new vehicle production, including tooling and assembly changes and plant shutdowns, such as the impact to production of certain Ford pickup truck models in U.S. factories due to a May 2018 fire at a supplier plant;
|
•
|
the potential disruption of the anticipated departure of the United Kingdom from the European Union on automotive supply chains and potential plant closures in the United Kingdom;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition, such as the adoption of our map update solution for Ford’s customers in multiple geographies and its impact on the timing of our revenue recognition;
|
•
|
competitive pressures on automotive navigation pricing from low cost suppliers and for vehicles where consumers are extremely price sensitive;
|
•
|
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 North America, LLC, or HERE, and TomTom North America, Inc., or TomTom, in high definition maps that may be leveraged to displace our products and services in new vehicle models;
|
•
|
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 impact of tariffs and other trade negotiations on vehicle prices and supply chains;
|
•
|
the impact on vehicle sales resulting from tariffs on imported vehicles and parts and disruption to automobile manufacturer supply chains resulting therefrom;
|
•
|
the effectiveness of our entry into new business areas;
|
•
|
the loss of our relationship, a change in our revenue model, a change in pricing, or a reduction in geographic scope 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 automobile manufacturers and tier ones;
|
•
|
the sale of vehicle brands by automobile manufacturers to an automobile manufacturer with which we do not have an existing relationship;
|
•
|
the timing and quality of information we receive from our customers and the impact of customer audits of their reporting to us;
|
•
|
the inability of our automobile manufacturer customers to attract new vehicle buyers and new subscribers for connected services;
|
•
|
the timing of customized software development and other deliverables such as map updates;
|
•
|
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 and customer reviews of those products or services;
|
•
|
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, including the recent rise in U.S. interest rates, 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.
|
•
|
significantly greater revenue and financial resources;
|
•
|
ownership of mapping and other content allowing them to offer a more vertically integrated solution;
|
•
|
stronger brand and consumer recognition in a particular market segment, geographic region or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger automobile manufacturer, tier one, advertising agency and advertiser relationships;
|
•
|
more financial flexibility and experience to make acquisitions;
|
•
|
ability or demonstrated ability to partner with others to create stronger or new competitors;
|
•
|
stronger international presence, which could make our larger competitors more attractive partners to automobile manufacturers and tier ones;
|
•
|
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.
|
•
|
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;
|
•
|
requests by customers to bill their foreign subsidiaries and related entities, which may subject us to income tax withholding requirements on sales made in such jurisdictions;
|
•
|
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 expiration and retroactive reinstatement of tax holidays;
|
•
|
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;
|
•
|
changes in customer arrangements where the customer’s domicile may impose withholding tax on our revenue that we previously were not subject to;
|
•
|
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 or delays in obtaining necessary foreign regulatory approvals;
|
•
|
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;
|
•
|
requirements that we comply with local privacy regulations;
|
•
|
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;
|
•
|
announcement by automobile manufacturers regarding use of free, third-party navigation platforms in their vehicles;
|
•
|
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.
|
•
|
providing for a classified board of directors whose members serve staggered three-year terms;
|
•
|
authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to the rights of our common stock;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
limiting the ability of our stockholders to call and bring business before special meetings;
|
•
|
requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;
|
•
|
prohibiting stockholder action by written consent; and
|
•
|
providing that certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws can be amended only by supermajority vote (a 66 2/3 % majority) of the outstanding shares. In addition, our board of directors can amend our amended and restated bylaws by majority vote of the members of our board of directors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value that May Yet be Purchased Under the Plans or Programs
|
||||||
January 1 – January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20,000,000
|
|
February 1 – February 28, 2019
|
|
84,761
|
|
|
5.90
|
|
|
84,761
|
|
|
19,499,854
|
|
||
March 1 – March 31, 2019
|
|
136,572
|
|
|
5.89
|
|
|
136,572
|
|
|
18,695,600
|
|
||
Total
|
|
221,333
|
|
|
|
|
221,333
|
|
|
$
|
18,695,600
|
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
|
Twentieth Amendment dated January 17, 2019 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc. and HERE North America, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
Second Amendment to General License Agreement, dated January 17, 2019 by and between Telenav, Inc. and HERE North America, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
Ninth Amendment dated January 28, 2019 to Territory License No. 10, dated March 1, 2016, by and between Telenav, Inc. and HERE North America, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
Sixth Amendment dated January 23, 2018 to Territory License No. 11, dated April 3, 2015 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc. and HERE North America, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
Eighth Amendment dated January 28, 2019 to Territory License No. 11, dated April 3, 2015 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc. and NAVTEQ North America, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
Amendment No. 31, effective February 19, 2019, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
|
|
Amendment No. 32, effective February 27, 2019, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
|
10.27.2++
|
|
Services Agreement dated June 13, 2014 by and between General Motors Holdings LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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 - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
May 9, 2019
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
May 9, 2019
|
|
By:
|
|
/s/ FUAD AHMAD
|
|
|
|
|
|
Fuad Ahmad
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
Amendment Term. The term of this Twentieth Amendment (the “Twentieth Amendment Term”) shall be co-terminous with the Agreement.
|
2.
|
Evaluation, Development and Demonstration Rights. For purposes of this Twentieth Amendment and for the duration of the Twentieth Amendment Term only, Section 2 (Evaluation, Development and Demonstration Rights) of the Fourteenth Amendment to the Agreement, made by and between the parties, dated September 30, 2011 (“Fourteenth Amendment”) is hereby deleted in its entirety and replaced with the following:
|
3.
|
For avoidance of doubt, nothing stated herein shall in any way affect Client’s license rights to the HERE Data used within Client Applications licensed under any Territory License to the Agreement.
|
4.
|
Except as otherwise modified herein, the terms of the Agreement shall remain in full force and effect.
|
1)
|
Any Data [*****] for which HERE has granted Client the right to use and distribute such Data for use in Applications under the Agreement (including any TL and/or amendment thereto), provided that the license granted by HERE to Client for such Data is not expired.
|
1.
|
Amendment Term. The term of this Second Amendment (the “Second Amendment Term”) shall be co-terminous with the Agreement.
|
2.
|
Evaluation, Development and Demonstration Rights. For purposes of this Second Amendment and for the duration of the Second Amendment Term only, the following is hereby added as new Section 7 of the Agreement:
|
3.
|
Except as otherwise modified herein, the terms of the Agreement shall remain in full force and effect.
|
1.
|
The following fees are hereby added to the end of Section 3 of Exhibit D (Pricing) to TL 10 solely for [*****] program:
|
[*****] –HERE Location Platform Services-[*****]
|
|
Territory
|
LICENSE FEE*
|
North America Territory
|
$[*****]
|
2.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
A.
|
Section III, A. Route Guidance Application shall be modified to include the following language, italicized below for clarity:
|
B.
|
Section IV, Licensed Use, shall include the following:
|
C.
|
Section VII, Additional Provisions, shall include the following:
|
D.
|
Section VIII, Definitions, shall include the following:
|
E.
|
Exhibit A, Pricing shall include below additional text and table:
|
1-
|
[*****]:
|
[*****] Subscription
|
NA
|
EU
|
MEA
|
CSA
|
APAC
|
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****] Subscription
|
NA
|
Net License Fee per Copy
|
[*****]
|
[*****] Subscription
|
NA
|
EU
|
CSA
|
APAC
|
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
1.
|
[*****] for [*****].
|
2.
|
[*****].
|
1-
|
HERE [*****] API:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
|
|
|
|
|
|
|
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
Net License Fee per Copy
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||||
|
|
|
|
|
|
4.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
1.
|
In Attachment V, Section 3, delete the clause ““[*****]” shall include [*****].” and replace with ““[*****]” shall mean, specifically, [*****].”
|
2.
|
All references in the Agreement to “[*****]” shall be changed to “[*****]”.
|
3.
|
In Attachment V, Section 3, after the section “[*****] Fees (Fees applicable beginning [*****] until [*****])”, but before the heading “[*****] Fees”, add the following:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
e
|
•
|
Telenav [*****] is provided as-is, using [*****].
|
•
|
[*****] will be provided only [*****].
|
•
|
[*****] in [*****], if significant [*****] then will [*****] in [*****].
|
•
|
Service Level Agreement – Telenav agrees to meet the services level requirements as set forth in Exhibit B to Attachment XIII.”
|
4.
|
In Attachment V, after Section 17, add the following new section:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
|
|
|
[*****]
|
[*****]
|
5.
|
In Attachment XIII, delete Section 3 “Territories” in its entirety, and replace with the following:
|
FORD MOTOR COMPANY
By: /s/ Melissa Sheahan
(Signature)
Name: Melissa Sheahan
(Printed Name)
Title: Sync Software Buyer
Date: 2/20/2019
|
TELENAV, INC.
By: /s/ Fuad Ahmad
(Signature)
Name: Fuad Ahmad
(Printed Name)
Title: CFO
Date: 2/25/2019
|
1.
|
As of [*****], in Attachment V, Section 3, under the heading “[*****]”, delete the following table:
|
|
2018
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Subtotal
|
[*****]
|
[*****]
|
[*****]
|
Total
|
[*****]
|
|
2018
|
[*****]
|
[*****]
|
Subtotal
|
[*****]
|
[*****]
|
[*****]
|
Total
|
[*****]
|
2.
|
As of [*****], in Attachment V, Section 3, under the heading “[*****]”, delete the following table:
|
|
2019
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Subtotal
|
[*****]
|
[*****]
|
[*****]
|
Total
|
[*****]
|
|
2019
|
[*****]
|
[*****]
|
Subtotal
|
[*****]
|
[*****]
|
[*****]
|
Total
|
[*****]
|
FORD MOTOR COMPANY
By: /s/ Melissa Sheahan
(Signature)
Name: Melissa Sheahan
(Printed Name)
Title: Sync Software Buyer
Date: 3/5/2019
|
TELENAV, INC.
By: /s/ Fuad Ahmad
(Signature)
Name: Fuad Ahmad
(Printed Name)
Title: CFO
Date: 3/11/2019
|
A
|
At no additional cost, Supplier shall provide to Customer and any designated third party service provider: (i) in writing, to the extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected execution environment of the Services; (ii) answer all reasonable and pertinent verbal or written questions from Customer regarding the Services on an "as needed" basis as agreed upon by Customer and Supplier; and (iii) necessary access to the systems and sites from which the Services were provided.
|
B
|
If requested by Customer, Supplier shall assist Customer in developing a plan that shall specify the tasks to be performed by the parties in connection with the Termination Assistance Services and the schedule for the performance of such tasks.
|
C
|
Supplier shall provide the Termination Assistance Services for a period of up to [*****] from the date of termination of this Agreement (the "Termination Assistance Period"), at prices no worse to Customer than those for comparable services prior to termination.
|
D
|
Upon request from Customer to the extent permitted by third party contracts, Supplier shall do the following:
|
(i)
|
Supplier shall make available any hardware owned or leased by Supplier dedicated to the performance of the Services (“Supplier Hardware”) by allowing Customer or its designee to (a) purchase any Supplier Hardware, at net book value; and/or (b) assume the lease of any Supplier Hardware leased by Supplier.
|
(ii)
|
Supplier shall transfer or assign, upon Customer's request, any third party contracts applicable to the Services for maintenance, disaster recovery services or other necessary third party services being used by Supplier and dedicated to the performance of the Services, to Customer or its designee, on terms and conditions acceptable to all applicable parties.
|
(iii)
|
Supplier shall license to Customer, or assist Customer in obtaining a license to, software then being used by Supplier in providing the Services.
|
E
|
Supplier shall provide to Customer, in the form and with the content requested by Customer, inventories of the hardware and software used in connection with the provision of the Termination Assistance Services as needed.
|
F
|
Upon request from Customer, Supplier will allow Customer to offer employment to and to hire all non-managerial Supplier employees who have been dedicated to performing the Services.
|
G
|
Supplier acknowledges and agrees that it shall have an absolute and unconditional obligation to provide Customer with Termination Assistance Services and Supplier's quality and level of performance during the Termination Assistance Period shall continue to comply with all requirements of this Agreement.
|
If to Supplier:
|
Telenav, Inc.
100 Galleria Officentre, Suite 428
Southfield, MI 48034
Attention: [*****]
|
With a copy to:
|
Telenav, Inc.
950 De Guigne Drive
Sunnyvale, CA 94085
Attention: General Counsel
Facsimile: [*****]
|
|
|
If to Customer:
|
General Motors Holdings LLC
400 Renaissance Center
P.O. Box 400
Detroit, MI 48265-4000
Attention: [*****]
[*****]
Facsimile: [*****]
|
With a copy to:
|
General Motors Holdings LLC
400 Renaissance Center
P.O. Box 400
Detroit, MI 48265-4000
Attention : Office of General Counsel
[*****]
Facsimile: [*****]
|
GENERAL MOTORS HOLDINGS LLC
By: /s/ Thomas C. Heslip
Name: Thomas C. Heslip
(printed)
Title: Senior Buyer
Date: June 13, 2014
|
TELENAV, INC.
By: /s/ Loren E. Hillberg
Name: Loren E. Hillberg
(printed)
Title: General Counsel
Date: June 12, 2014
|
|
|
Position/Person
|
Name
|
Initial Commitment
|
Percentage of Commitment
|
Supplier Account Executive
|
[*****]
|
1 year
|
100%
|
Supplier Contract Manager
|
[*****]
|
1 year
|
100%
|
Supplier Project Executive
|
[*****]
|
1 year
|
100%
|
Key Employee Name
|
Role
|
|
|
|
|
|
|
|
|
Subcontractor Key Employee Name
|
Role
|
|
|
|
|
|
|
|
|
|
|
|
|
▪
|
{Identify here}
|
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:
|
May 9, 2019
|
|
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:
|
May 9, 2019
|
|
By:
|
|
/s/ FUAD AHMAD
|
|
|
|
|
|
Fuad Ahmad
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
May 9, 2019
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
May 9, 2019
|
|
By:
|
|
/s/ FUAD AHMAD
|
|
|
|
|
|
Fuad Ahmad
|
|
|
|
|
|
Chief Financial Officer
|