|
|
☒
|
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)
|
|
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
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
Page No.
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
Condensed Consolidated Statements of Operations
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
|
Item 1.
|
Financial Statements.
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
19,278
|
|
|
$
|
27,275
|
|
Short-term investments
|
|
102,515
|
|
|
72,203
|
|
||
Accounts receivable, net of allowances of $7 and $7 at September 30, 2019 and June 30, 2019, respectively
|
|
52,973
|
|
|
69,781
|
|
||
Restricted cash
|
|
2,452
|
|
|
1,950
|
|
||
Deferred costs
|
|
19,416
|
|
|
18,752
|
|
||
Prepaid expenses and other current assets
|
|
4,281
|
|
|
3,784
|
|
||
Assets of discontinued operations
|
|
1,788
|
|
|
6,330
|
|
||
Total current assets
|
|
202,703
|
|
|
200,075
|
|
||
Property and equipment, net
|
|
5,304
|
|
|
5,583
|
|
||
Operating lease right-of-use assets
|
|
9,325
|
|
|
—
|
|
||
Deferred income taxes, non-current
|
|
798
|
|
|
998
|
|
||
Goodwill and intangible assets, net
|
|
15,483
|
|
|
15,701
|
|
||
Deferred costs, non-current
|
|
58,379
|
|
|
61,050
|
|
||
Other assets
|
|
18,977
|
|
|
1,414
|
|
||
Assets of discontinued operations, non-current
|
|
259
|
|
|
12,194
|
|
||
Total assets
|
|
$
|
311,228
|
|
|
$
|
297,015
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
17,804
|
|
|
$
|
16,061
|
|
Accrued expenses
|
|
38,365
|
|
|
48,899
|
|
||
Operating lease liabilities
|
|
3,566
|
|
|
—
|
|
||
Deferred revenue
|
|
43,073
|
|
|
31,270
|
|
||
Income taxes payable
|
|
635
|
|
|
800
|
|
||
Liabilities of discontinued operations
|
|
1,876
|
|
|
3,373
|
|
||
Total current liabilities
|
|
105,319
|
|
|
100,403
|
|
||
Deferred rent, non-current
|
|
—
|
|
|
1,266
|
|
||
Operating lease liabilities, non-current
|
|
7,011
|
|
|
—
|
|
||
Deferred revenue, non-current
|
|
104,184
|
|
|
103,865
|
|
||
Other long-term liabilities
|
|
639
|
|
|
811
|
|
||
Liabilities of discontinued operations, non-current
|
|
107
|
|
|
30
|
|
||
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; 48,566 and 46,911 shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively
|
|
49
|
|
|
47
|
|
||
Additional paid-in capital
|
|
192,055
|
|
|
182,349
|
|
||
Accumulated other comprehensive loss
|
|
(1,729
|
)
|
|
(1,477
|
)
|
||
Accumulated deficit
|
|
(96,407
|
)
|
|
(90,279
|
)
|
||
Total stockholders’ equity
|
|
93,968
|
|
|
90,640
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
311,228
|
|
|
$
|
297,015
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
55,183
|
|
|
$
|
39,930
|
|
Services
|
|
9,272
|
|
|
6,322
|
|
||
Total revenue
|
|
64,455
|
|
|
46,252
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
31,989
|
|
|
23,588
|
|
||
Services
|
|
4,862
|
|
|
3,954
|
|
||
Total cost of revenue
|
|
36,851
|
|
|
27,542
|
|
||
Gross profit
|
|
27,604
|
|
|
18,710
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
20,663
|
|
|
18,492
|
|
||
Sales and marketing
|
|
1,946
|
|
|
1,703
|
|
||
General and administrative
|
|
7,287
|
|
|
5,450
|
|
||
Total operating expenses
|
|
29,896
|
|
|
25,645
|
|
||
Loss from operations
|
|
(2,292
|
)
|
|
(6,935
|
)
|
||
Other income, net
|
|
561
|
|
|
1,590
|
|
||
Loss from continuing operations before provision for income taxes
|
|
(1,731
|
)
|
|
(5,345
|
)
|
||
Provision for income taxes
|
|
411
|
|
|
740
|
|
||
Loss from continuing operations
|
|
(2,142
|
)
|
|
(6,085
|
)
|
||
Discontinued operations:
|
|
|
|
|
||||
Income (loss) from operations of Advertising business, net of tax
|
|
832
|
|
|
(1,485
|
)
|
||
Loss from sale of Advertising business
|
|
(4,818
|
)
|
|
—
|
|
||
Loss on discontinued operations
|
|
(3,986
|
)
|
|
(1,485
|
)
|
||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
|
|
|
|
|
||||
Basic and diluted loss per share:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
Loss on discontinued operations
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
Net loss
|
|
$
|
(0.13
|
)
|
|
$
|
(0.17
|
)
|
Weighted average shares used in computing basic and diluted loss per share
|
|
47,780
|
|
|
45,018
|
|
||
|
|
|
|
|
||||
Stock-based compensation expense included in continuing operations above:
|
|
|
|
|
||||
Cost of revenue
|
|
$
|
16
|
|
|
$
|
24
|
|
Research and development
|
|
1,095
|
|
|
1,251
|
|
||
Sales and marketing
|
|
135
|
|
|
166
|
|
||
General and administrative
|
|
506
|
|
|
607
|
|
||
Total stock-based compensation expense
|
|
$
|
1,752
|
|
|
$
|
2,048
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
(310
|
)
|
|
(217
|
)
|
||
Available-for-sale securities:
|
|
|
|
|
||||
Unrealized gain on available-for-sale securities, net of tax
|
|
59
|
|
|
89
|
|
||
Reclassification adjustments for (loss) gain on available-for-sale securities recognized, net of tax
|
|
(1
|
)
|
|
2
|
|
||
Net increase from available-for-sale securities, net of tax
|
|
58
|
|
|
91
|
|
||
Other comprehensive loss, net of tax
|
|
(252
|
)
|
|
(126
|
)
|
||
Comprehensive loss
|
|
$
|
(6,380
|
)
|
|
$
|
(7,696
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
Three Months Ended September 30, 2019
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at June 30, 2019
|
|
46,911
|
|
|
$
|
47
|
|
|
$
|
182,349
|
|
|
$
|
(1,477
|
)
|
|
$
|
(90,279
|
)
|
|
$
|
90,640
|
|
Issuance of common stock upon exercise of stock options
|
|
1,326
|
|
|
1
|
|
|
8,340
|
|
|
—
|
|
|
—
|
|
|
8,341
|
|
|||||
Release of restricted stock units
|
|
329
|
|
|
1
|
|
|
(1,273
|
)
|
|
—
|
|
|
—
|
|
|
(1,272
|
)
|
|||||
Stock-based compensation expense, continuing operations
|
|
—
|
|
|
—
|
|
|
1,752
|
|
|
—
|
|
|
—
|
|
|
1,752
|
|
|||||
Stock-based compensation expense, discontinued operations
|
|
—
|
|
|
—
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
887
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
(310
|
)
|
|||||
Unrealized net loss on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,128
|
)
|
|
(6,128
|
)
|
|||||
Balance at September 30, 2019
|
|
48,566
|
|
|
$
|
49
|
|
|
$
|
192,055
|
|
|
$
|
(1,729
|
)
|
|
$
|
(96,407
|
)
|
|
$
|
93,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2018
|
|
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, continuing operations
|
|
—
|
|
|
—
|
|
|
2,048
|
|
|
—
|
|
|
—
|
|
|
2,048
|
|
|||||
Stock-based compensation expense, discontinued operations
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
(217
|
)
|
|||||
Unrealized net loss 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
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Loss on discontinued operations
|
|
3,986
|
|
|
1,485
|
|
||
Loss from continuing operations
|
|
(2,142
|
)
|
|
(6,085
|
)
|
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Stock-based compensation expense
|
|
1,752
|
|
|
2,048
|
|
||
Depreciation and amortization
|
|
922
|
|
|
1,010
|
|
||
Operating lease amortization, net of accretion
|
|
544
|
|
|
—
|
|
||
Accretion of net premium on short-term investments
|
|
12
|
|
|
5
|
|
||
Unrealized gain on non-marketable equity investments
|
|
—
|
|
|
(1,259
|
)
|
||
Realized loss on non-marketable equity investments
|
|
100
|
|
|
—
|
|
||
Other
|
|
1
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
16,653
|
|
|
(252
|
)
|
||
Deferred income taxes
|
|
171
|
|
|
198
|
|
||
Deferred costs
|
|
1,979
|
|
|
(4,381
|
)
|
||
Prepaid expenses and other current assets
|
|
(502
|
)
|
|
369
|
|
||
Other assets
|
|
28
|
|
|
(35
|
)
|
||
Trade accounts payable
|
|
1,738
|
|
|
3,267
|
|
||
Accrued expenses and other liabilities
|
|
(10,259
|
)
|
|
(2,467
|
)
|
||
Income taxes payable
|
|
(152
|
)
|
|
149
|
|
||
Deferred rent
|
|
—
|
|
|
37
|
|
||
Operating lease liabilities
|
|
(897
|
)
|
|
—
|
|
||
Deferred revenue
|
|
12,221
|
|
|
6,842
|
|
||
Net cash provided by (used in) operating activities
|
|
22,169
|
|
|
(554
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(461
|
)
|
|
(99
|
)
|
||
Purchases of short-term investments
|
|
(41,418
|
)
|
|
(10,624
|
)
|
||
Purchase of long-term investments
|
|
(2,000
|
)
|
|
—
|
|
||
Proceeds from sales and maturities of short-term investments
|
|
11,052
|
|
|
10,865
|
|
||
Net cash provided by (used in) investing activities
|
|
(32,827
|
)
|
|
142
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
8,306
|
|
|
24
|
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(832
|
)
|
|
(1,206
|
)
|
||
Net cash provided by (used in) financing activities
|
|
7,474
|
|
|
(1,182
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(336
|
)
|
|
(239
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(3,520
|
)
|
|
(1,833
|
)
|
||
Net cash used in discontinued operations
|
|
(3,975
|
)
|
|
(1,740
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
29,225
|
|
|
20,099
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
21,730
|
|
|
$
|
16,526
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
739
|
|
|
$
|
166
|
|
Non-cash investing: Investment in LLC acquired in exchange for sale of Advertising business
|
|
$
|
15,600
|
|
|
$
|
—
|
|
Cash flows from discontinued operations:
|
|
|
|
|
||||
Net cash used in operating activities
|
|
$
|
(3,569
|
)
|
|
$
|
(1,740
|
)
|
Net cash used in financing activities
|
|
(406
|
)
|
|
—
|
|
||
Net cash transferred from continuing operations
|
|
3,975
|
|
|
1,740
|
|
||
Net change in cash and cash equivalents from discontinued operations
|
|
—
|
|
|
—
|
|
||
Cash and cash equivalents of discontinued operations, beginning of period
|
|
—
|
|
|
—
|
|
||
Cash and cash equivalents of discontinued operations, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
19,278
|
|
|
$
|
13,596
|
|
Restricted cash
|
|
2,452
|
|
|
2,930
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
21,730
|
|
|
$
|
16,526
|
|
1.
|
Summary of business and significant accounting policies
|
|
|
Deferred Costs
|
||||||||||
|
|
Content
|
|
Development
|
|
Total
|
||||||
Balance, June 30, 2019
|
|
$
|
71,466
|
|
|
$
|
8,336
|
|
|
$
|
79,802
|
|
Content licensing costs incurred
|
|
31,257
|
|
|
—
|
|
|
31,257
|
|
|||
Customized software development costs incurred
|
|
—
|
|
|
1,215
|
|
|
1,215
|
|
|||
Less: cost of revenue recognized
|
|
(33,304
|
)
|
|
(1,175
|
)
|
|
(34,479
|
)
|
|||
Balance, September 30, 2019
|
|
$
|
69,419
|
|
|
$
|
8,376
|
|
|
$
|
77,795
|
|
|
|
Foreign Currency
Translation Adjustments |
|
Unrealized
Gains (Losses) on Available-for-Sale Securities |
|
Total
|
||||||
Balance, net of tax as of June 30, 2019
|
|
$
|
(1,623
|
)
|
|
$
|
146
|
|
|
$
|
(1,477
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(310
|
)
|
|
59
|
|
|
(251
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(310
|
)
|
|
58
|
|
|
(252
|
)
|
|||
Balance, net of tax as of September 30, 2019
|
|
$
|
(1,933
|
)
|
|
$
|
204
|
|
|
$
|
(1,729
|
)
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Loss from continuing operations
|
|
$
|
(2,142
|
)
|
|
$
|
(6,085
|
)
|
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Weighted average shares used in computing loss per share, basic and diluted
|
|
47,780
|
|
|
45,018
|
|
||
Loss from continuing operations per share, basic and diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
Loss on discontinued operations
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.13
|
)
|
|
$
|
(0.17
|
)
|
|
|
September 30,
|
||||
|
|
2019
|
|
2018
|
||
Stock options
|
|
2,059
|
|
|
5,263
|
|
Restricted stock units
|
|
2,967
|
|
|
2,536
|
|
Total
|
|
5,026
|
|
|
7,799
|
|
3.
|
Cash, cash equivalents and short-term investments
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
14,348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,348
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
650
|
|
|
—
|
|
|
—
|
|
|
650
|
|
||||
U.S. treasury securities
|
|
2,071
|
|
|
—
|
|
|
—
|
|
|
2,071
|
|
||||
Commercial paper
|
|
1,994
|
|
|
—
|
|
|
|
|
|
1,994
|
|
||||
Corporate bonds
|
|
215
|
|
|
—
|
|
|
—
|
|
|
215
|
|
||||
Total cash equivalents
|
|
4,930
|
|
|
—
|
|
|
—
|
|
|
4,930
|
|
||||
Total cash and cash equivalents
|
|
19,278
|
|
|
—
|
|
|
—
|
|
|
19,278
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
6,121
|
|
|
9
|
|
|
(3
|
)
|
|
6,127
|
|
||||
U.S. agency securities
|
|
4,547
|
|
|
8
|
|
|
(4
|
)
|
|
4,551
|
|
||||
Asset-backed securities
|
|
18,259
|
|
|
108
|
|
|
(13
|
)
|
|
18,354
|
|
||||
Municipal securities
|
|
8,011
|
|
|
24
|
|
|
(1
|
)
|
|
8,034
|
|
||||
Commercial paper
|
|
1,735
|
|
|
1
|
|
|
—
|
|
|
1,736
|
|
||||
Corporate bonds
|
|
63,407
|
|
|
328
|
|
|
(22
|
)
|
|
63,713
|
|
||||
Total short-term investments
|
|
102,080
|
|
|
478
|
|
|
(43
|
)
|
|
102,515
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
121,358
|
|
|
$
|
478
|
|
|
$
|
(43
|
)
|
|
$
|
121,793
|
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
25,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,987
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
790
|
|
|
—
|
|
|
—
|
|
|
790
|
|
||||
Commercial paper
|
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
Total cash equivalents
|
|
1,288
|
|
|
—
|
|
|
—
|
|
|
1,288
|
|
||||
Total cash and cash equivalents
|
|
27,275
|
|
|
—
|
|
|
—
|
|
|
27,275
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
3,570
|
|
|
6
|
|
|
(4
|
)
|
|
3,572
|
|
||||
U.S. agency securities
|
|
3,002
|
|
|
9
|
|
|
(2
|
)
|
|
3,009
|
|
||||
Asset-backed securities
|
|
12,319
|
|
|
104
|
|
|
(10
|
)
|
|
12,413
|
|
||||
Municipal securities
|
|
4,124
|
|
|
16
|
|
|
—
|
|
|
4,140
|
|
||||
Commercial paper
|
|
1,986
|
|
|
—
|
|
|
—
|
|
|
1,986
|
|
||||
Corporate bonds
|
|
45,492
|
|
|
269
|
|
|
(27
|
)
|
|
45,734
|
|
||||
Total debt securities
|
|
70,493
|
|
|
404
|
|
|
(43
|
)
|
|
70,854
|
|
||||
Marketable equity securities
|
|
250
|
|
|
1,099
|
|
|
—
|
|
|
1,349
|
|
||||
Total short-term investments
|
|
70,743
|
|
|
1,503
|
|
|
(43
|
)
|
|
72,203
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
98,018
|
|
|
$
|
1,503
|
|
|
$
|
(43
|
)
|
|
$
|
99,478
|
|
|
|
September 30, 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
|
|
$
|
2,609
|
|
|
$
|
(1
|
)
|
|
$
|
2,998
|
|
|
$
|
(1
|
)
|
|
$
|
5,607
|
|
|
$
|
(2
|
)
|
U.S. agency securities
|
|
2,034
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
2,034
|
|
|
(4
|
)
|
||||||
Asset-backed securities
|
|
5,128
|
|
|
(10
|
)
|
|
2,061
|
|
|
(3
|
)
|
|
7,189
|
|
|
(13
|
)
|
||||||
Municipal securities
|
|
1,621
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1,621
|
|
|
(1
|
)
|
||||||
Corporate bonds
|
|
18,388
|
|
|
(21
|
)
|
|
4,729
|
|
|
(2
|
)
|
|
23,117
|
|
|
(23
|
)
|
||||||
Total
|
|
$
|
29,780
|
|
|
$
|
(37
|
)
|
|
$
|
9,788
|
|
|
$
|
(6
|
)
|
|
$
|
39,568
|
|
|
$
|
(43
|
)
|
|
|
June 30, 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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,992
|
|
|
$
|
(5
|
)
|
|
$
|
2,992
|
|
|
$
|
(5
|
)
|
U.S. agency securities
|
|
—
|
|
|
—
|
|
|
998
|
|
|
(1
|
)
|
|
998
|
|
|
(1
|
)
|
||||||
Asset-backed securities
|
|
—
|
|
|
—
|
|
|
3,537
|
|
|
(11
|
)
|
|
3,537
|
|
|
(11
|
)
|
||||||
Commercial paper
|
|
493
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
493
|
|
|
(1
|
)
|
||||||
Corporate bonds
|
|
4,600
|
|
|
(3
|
)
|
|
14,615
|
|
|
(24
|
)
|
|
19,215
|
|
|
(27
|
)
|
||||||
Total
|
|
$
|
5,093
|
|
|
$
|
(4
|
)
|
|
$
|
22,142
|
|
|
$
|
(41
|
)
|
|
$
|
27,235
|
|
|
$
|
(45
|
)
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
33,742
|
|
|
$
|
33,770
|
|
Due between one and two years
|
|
41,908
|
|
|
42,147
|
|
||
Due between two and three years
|
|
26,430
|
|
|
26,598
|
|
||
Total
|
|
$
|
102,080
|
|
|
$
|
102,515
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at September 30, 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
|
|
$
|
650
|
|
|
$
|
650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
|
2,071
|
|
|
2,071
|
|
|
—
|
|
|
—
|
|
||||
Commercial paper
|
|
1,994
|
|
|
—
|
|
|
1,994
|
|
|
—
|
|
||||
Corporate bonds
|
|
215
|
|
|
—
|
|
|
215
|
|
|
—
|
|
||||
Total cash equivalents
|
|
4,930
|
|
|
2,721
|
|
|
2,209
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
6,127
|
|
|
6,127
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
4,551
|
|
|
—
|
|
|
4,551
|
|
|
—
|
|
||||
Asset-backed securities
|
|
18,354
|
|
|
—
|
|
|
18,354
|
|
|
—
|
|
||||
Municipal securities
|
|
8,034
|
|
|
—
|
|
|
8,034
|
|
|
—
|
|
||||
Commercial paper
|
|
1,736
|
|
|
—
|
|
|
1,736
|
|
|
—
|
|
||||
Corporate bonds
|
|
63,713
|
|
|
—
|
|
|
63,713
|
|
|
—
|
|
||||
Total short-term investments
|
|
102,515
|
|
|
6,127
|
|
|
96,388
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
107,445
|
|
|
$
|
8,848
|
|
|
$
|
98,597
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 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
|
|
$
|
790
|
|
|
$
|
790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
498
|
|
|
—
|
|
|
498
|
|
|
—
|
|
||||
Total cash equivalents
|
|
1,288
|
|
|
790
|
|
|
498
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
3,572
|
|
|
3,572
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
3,009
|
|
|
—
|
|
|
3,009
|
|
|
—
|
|
||||
Asset-backed securities
|
|
12,413
|
|
|
—
|
|
|
12,413
|
|
|
—
|
|
||||
Municipal securities
|
|
4,140
|
|
|
—
|
|
|
4,140
|
|
|
—
|
|
||||
Commercial paper
|
|
1,986
|
|
|
—
|
|
|
1,986
|
|
|
—
|
|
||||
Corporate bonds
|
|
45,734
|
|
|
—
|
|
|
45,734
|
|
|
—
|
|
||||
Total debt securities
|
|
70,854
|
|
|
3,572
|
|
|
67,282
|
|
|
—
|
|
||||
Marketable equity securities
|
|
1,349
|
|
|
1,349
|
|
|
—
|
|
|
—
|
|
||||
Total short-term investments
|
|
72,203
|
|
|
4,921
|
|
|
67,282
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
73,491
|
|
|
$
|
5,711
|
|
|
$
|
67,780
|
|
|
$
|
—
|
|
5.
|
Leases
|
Fiscal Year
|
|
September 30,
2019 |
||
2020
|
|
$
|
2,995
|
|
2021
|
|
3,124
|
|
|
2022
|
|
2,761
|
|
|
2023
|
|
2,313
|
|
|
2024
|
|
619
|
|
|
Total lease payments
|
|
11,812
|
|
|
Less: imputed interest
|
|
(978
|
)
|
|
Total operating lease liabilities
|
|
$
|
10,834
|
|
6.
|
Balance sheet information
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Acquired developed technology
|
|
$
|
13,875
|
|
|
$
|
13,875
|
|
Less accumulated amortization
|
|
(12,712
|
)
|
|
(12,494
|
)
|
||
Intangible assets, net
|
|
$
|
1,163
|
|
|
$
|
1,381
|
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Deposits and other assets
|
|
$
|
919
|
|
|
$
|
956
|
|
Non-marketable equity investments
|
|
458
|
|
|
458
|
|
||
Non-marketable equity investment greater than 5% in LLC
|
|
15,600
|
|
|
—
|
|
||
Non-marketable debt investment
|
|
2,000
|
|
|
—
|
|
||
Total other assets
|
|
$
|
18,977
|
|
|
$
|
1,414
|
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Accrued compensation and benefits
|
|
$
|
7,051
|
|
|
$
|
13,288
|
|
Accrued royalties
|
|
14,672
|
|
|
21,604
|
|
||
Customer overpayments and related reserves
|
|
4,674
|
|
|
4,291
|
|
||
Other accrued expenses
|
|
11,968
|
|
|
9,716
|
|
||
Total accrued expenses
|
|
$
|
38,365
|
|
|
$
|
48,899
|
|
7.
|
Deferred revenue and remaining performance obligations
|
Beginning balance, June 30, 2019
|
|
$
|
135,135
|
|
Revenue recognized that was included in beginning balance
|
|
(13,515
|
)
|
|
Amount billed, net of revenue recognized that was not included in beginning balance
|
|
25,637
|
|
|
Ending balance, September 30, 2019
|
|
$
|
147,257
|
|
|
|
|
8.
|
Commitments and contingencies
|
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, 2019
|
|
3,409
|
|
|
$
|
6.49
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(1,326
|
)
|
|
6.29
|
|
|
|
|
|
|||
Canceled or expired
|
|
(24
|
)
|
|
5.22
|
|
|
|
|
|
|||
Options outstanding as of September 30, 2019
|
|
2,059
|
|
|
$
|
6.64
|
|
|
4.92
|
|
$
|
—
|
|
As of September 30, 2019:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
2,021
|
|
|
$
|
6.67
|
|
|
4.87
|
|
$
|
—
|
|
Options exercisable
|
|
1,555
|
|
|
$
|
7.02
|
|
|
4.30
|
|
$
|
—
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2019
|
|
2,637
|
|
|
|
|
|
||
Granted
|
|
1,120
|
|
|
|
|
|
||
Vested
|
|
(485
|
)
|
|
|
|
|
||
Canceled
|
|
(305
|
)
|
|
|
|
|
||
RSUs outstanding as of September 30, 2019
|
|
2,967
|
|
|
1.74
|
|
$
|
14,181
|
|
As of September 30, 2019:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
2,510
|
|
|
1.58
|
|
$
|
11,998
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2019
|
|
4,472
|
|
Additional shares authorized
|
|
1,667
|
|
Granted
|
|
(1,680
|
)
|
RSUs withheld for taxes in net share settlements
|
|
155
|
|
Canceled
|
|
329
|
|
Shares available for grant as of September 30, 2019
|
|
4,943
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Stock option awards
|
|
$
|
308
|
|
|
$
|
417
|
|
RSU awards
|
|
1,444
|
|
|
1,631
|
|
||
Total stock-based compensation expense
|
|
$
|
1,752
|
|
|
$
|
2,048
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Expected volatility
|
|
—
|
%
|
|
39
|
%
|
||
Expected term (in years)
|
|
—
|
|
|
6.87
|
|
||
Risk-free interest rate
|
|
—
|
%
|
|
2.99
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Weighted average grant date fair value per share
|
|
$
|
—
|
|
|
$
|
2.32
|
|
10.
|
Stock repurchase program
|
11.
|
Income taxes
|
12.
|
Sale of Ads Business
|
|
|
September 30, 2019
|
|
June 30,
2019 |
||||
Assets
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
628
|
|
|
$
|
6,011
|
|
Prepaid and other current assets
|
|
1,160
|
|
|
319
|
|
||
Assets of discontinued operations
|
|
$
|
1,788
|
|
|
$
|
6,330
|
|
|
|
|
|
|
||||
Property and equipment, net
|
|
$
|
72
|
|
|
$
|
72
|
|
Operating lease right-of-use assets
|
|
187
|
|
|
—
|
|
||
Deferred income taxes, non-current
|
|
—
|
|
|
(59
|
)
|
||
Goodwilll and intangible assets, net
|
|
—
|
|
|
11,786
|
|
||
Other assets
|
|
—
|
|
|
395
|
|
||
Assets of discontinued operations, non-current
|
|
$
|
259
|
|
|
$
|
12,194
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
176
|
|
|
$
|
974
|
|
Accrued expenses
|
|
1,550
|
|
|
2,399
|
|
||
Operating lease liabilities
|
|
150
|
|
|
—
|
|
||
Liabilities of discontinued operations
|
|
$
|
1,876
|
|
|
$
|
3,373
|
|
|
|
|
|
|
||||
Deferred rent, non-current
|
|
$
|
—
|
|
|
$
|
30
|
|
Operating lease liabilities, non-current
|
|
107
|
|
|
—
|
|
||
Liabilities of discontinued operations, non-current
|
|
$
|
107
|
|
|
$
|
30
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue - services
|
|
$
|
3,614
|
|
|
$
|
5,947
|
|
Cost of revenue - services
|
|
1,335
|
|
|
3,220
|
|
||
Gross profit
|
|
2,279
|
|
|
2,727
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
697
|
|
|
1,610
|
|
||
Sales and marketing
|
|
750
|
|
|
2,712
|
|
||
General and administrative
|
|
—
|
|
|
—
|
|
||
Total operating expenses
|
|
1,447
|
|
|
4,322
|
|
||
Income (loss) from operations of Ads Business, net of tax provision (benefit) of $0 and $(110), respectively
|
|
$
|
832
|
|
|
$
|
(1,485
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
64,455
|
|
|
$
|
46,252
|
|
Revenue from Ford as a percentage of total revenue
|
|
54
|
%
|
|
67
|
%
|
||
Revenue from GM as a percentage of total revenue
|
|
25
|
%
|
|
16
|
%
|
||
Billings (Non-GAAP)
|
|
$
|
76,577
|
|
|
$
|
53,094
|
|
Billings to Ford as a percentage of total billings (Non-GAAP)
|
|
39
|
%
|
|
60
|
%
|
||
Billings to GM as a percentage of total billings (Non-GAAP)
|
|
26
|
%
|
|
19
|
%
|
||
Increase in deferred revenue
|
|
$
|
12,122
|
|
|
$
|
6,842
|
|
Increase in deferred costs
|
|
$
|
(2,007
|
)
|
|
$
|
4,381
|
|
Gross profit
|
|
$
|
27,604
|
|
|
$
|
18,710
|
|
Gross margin
|
|
43
|
%
|
|
40
|
%
|
||
Loss from continuing operations
|
|
$
|
(2,142
|
)
|
|
$
|
(6,085
|
)
|
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Diluted loss from continuing operations per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
Diluted net loss per share
|
|
$
|
(0.13
|
)
|
|
$
|
(0.17
|
)
|
Adjusted EBITDA (Non-GAAP)
|
|
$
|
382
|
|
|
$
|
(3,877
|
)
|
Net cash provided by (used in) operating activities
|
|
$
|
22,169
|
|
|
$
|
(554
|
)
|
Free cash flow (Non-GAAP)
|
|
$
|
21,708
|
|
|
$
|
(653
|
)
|
•
|
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, deferred costs 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 EBITDAs 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
|
||||||||
|
|
|
||||||
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
64,455
|
|
|
$
|
46,252
|
|
Adjustments:
|
|
|
|
|
||||
Change in deferred revenue
|
|
12,122
|
|
|
6,842
|
|
||
Billings
|
|
$
|
76,577
|
|
|
$
|
53,094
|
|
Reconciliation of Deferred Revenue to Change in Deferred Revenue
|
||||||||
Reconciliation of Deferred Costs to Change in Deferred Costs
|
||||||||
|
||||||||
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred revenue, September 30
|
|
$
|
147,257
|
|
|
$
|
81,380
|
|
Deferred revenue, June 30
|
|
135,135
|
|
|
74,538
|
|
||
Change in deferred revenue
|
|
$
|
12,122
|
|
|
$
|
6,842
|
|
|
|
|
|
|
||||
Deferred costs, September 30
|
|
$
|
77,795
|
|
|
$
|
62,806
|
|
Deferred costs, June 30
|
|
79,802
|
|
|
58,425
|
|
||
Change in deferred costs(1)
|
|
$
|
(2,007
|
)
|
|
$
|
4,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Revenue to Billings - Ford and GM
|
||||||||
|
|
|
|
|
||||
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue from Ford
|
|
$
|
34,912
|
|
|
$
|
30,811
|
|
Adjustments:
|
|
|
|
|
||||
Change in deferred revenue attributed to Ford
|
|
(4,782
|
)
|
|
962
|
|
||
Billings to Ford
|
|
$
|
30,130
|
|
|
$
|
31,773
|
|
Billings to Ford as a percentage of total billings
|
|
39
|
%
|
|
60
|
%
|
||
|
|
|
|
|
||||
Revenue from GM
|
|
$
|
16,362
|
|
|
$
|
7,446
|
|
Adjustments:
|
|
|
|
|
||||
Change in deferred revenue attributed to GM
|
|
3,272
|
|
|
2,855
|
|
||
Billings to GM
|
|
$
|
19,634
|
|
|
$
|
10,301
|
|
Billings to GM as a percentage of total billings
|
|
26
|
%
|
|
19
|
%
|
Reconciliation of Net Loss to Adjusted EBITDA
|
||||||||
|
|
|
|
|
||||
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Loss on discontinued operations
|
|
3,986
|
|
|
1,485
|
|
||
Loss from continuing operations
|
|
(2,142
|
)
|
|
(6,085
|
)
|
||
Adjustments:
|
|
|
|
|
||||
Stock-based compensation expense
|
|
1,752
|
|
|
2,048
|
|
||
Depreciation and amortization expense
|
|
922
|
|
|
1,010
|
|
||
Other income, net
|
|
(561
|
)
|
|
(1,590
|
)
|
||
Provision for income taxes
|
|
411
|
|
|
740
|
|
||
Adjusted EBITDA
|
|
$
|
382
|
|
|
$
|
(3,877
|
)
|
Reconciliation of Net Loss to Free Cash Flow
|
||||||||
|
|
|
|
|
||||
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
Loss on discontinued operations
|
|
3,986
|
|
|
1,485
|
|
||
Loss from continuing operations
|
|
(2,142
|
)
|
|
(6,085
|
)
|
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Change in deferred revenue (1)
|
|
12,221
|
|
|
6,842
|
|
||
Change in deferred costs (2)
|
|
1,979
|
|
|
(4,381
|
)
|
||
Changes in other operating assets and liabilities
|
|
6,780
|
|
|
1,266
|
|
||
Other adjustments (3)
|
|
3,331
|
|
|
1,804
|
|
||
Net cash provided by (used in) operating activities
|
|
22,169
|
|
|
(554
|
)
|
||
Less: Purchases of property and equipment
|
|
(461
|
)
|
|
(99
|
)
|
||
Free cash flow
|
|
$
|
21,708
|
|
|
$
|
(653
|
)
|
|
|
|
|
|
||||
(1) Consists of product royalties, customized software development fees, service fees and subscription fees.
|
||||||||
(2) Consists primarily of third-party content costs and customized software development expenses.
|
||||||||
(3) Consist primarily of depreciation and amortization, stock-based compensation expense and other non-cash items.
|
|
|
Three Months Ended September 30,
|
||||||
Consolidated Statements of Operations Data
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Product
|
|
$
|
55,183
|
|
|
$
|
39,930
|
|
Services
|
|
9,272
|
|
|
6,322
|
|
||
Total revenue
|
|
64,455
|
|
|
46,252
|
|
||
Cost of revenue:
|
|
|
|
|
||||
Product
|
|
31,989
|
|
|
23,588
|
|
||
Services
|
|
4,862
|
|
|
3,954
|
|
||
Total cost of revenue
|
|
36,851
|
|
|
27,542
|
|
||
Gross profit
|
|
27,604
|
|
|
18,710
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
20,663
|
|
|
18,492
|
|
||
Sales and marketing
|
|
1,946
|
|
|
1,703
|
|
||
General and administrative
|
|
7,287
|
|
|
5,450
|
|
||
Total operating expenses
|
|
29,896
|
|
|
25,645
|
|
||
Income (loss) from operations
|
|
(2,292
|
)
|
|
(6,935
|
)
|
||
Other income, net
|
|
561
|
|
|
1,590
|
|
||
Income (loss) from continuing operations before provision for income taxes
|
|
(1,731
|
)
|
|
(5,345
|
)
|
||
Provision for income taxes
|
|
411
|
|
|
740
|
|
||
Income (loss) from continuing operations
|
|
(2,142
|
)
|
|
(6,085
|
)
|
||
Loss on discontinued operations
|
|
(3,986
|
)
|
|
(1,485
|
)
|
||
Net loss
|
|
$
|
(6,128
|
)
|
|
$
|
(7,570
|
)
|
|
|
(as a percentage of revenue)
|
||||
Revenue:
|
|
|
|
|
||
Product
|
|
86
|
%
|
|
86
|
%
|
Services
|
|
14
|
%
|
|
14
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
||
Product
|
|
50
|
%
|
|
51
|
%
|
Services
|
|
7
|
%
|
|
9
|
%
|
Total cost of revenue
|
|
57
|
%
|
|
60
|
%
|
Gross profit
|
|
43
|
%
|
|
40
|
%
|
Operating expenses:
|
|
|
|
|
||
Research and development
|
|
32
|
%
|
|
40
|
%
|
Sales and marketing
|
|
3
|
%
|
|
3
|
%
|
General and administrative
|
|
12
|
%
|
|
12
|
%
|
Total operating expenses
|
|
47
|
%
|
|
55
|
%
|
Income (loss) from operations
|
|
(4
|
)%
|
|
(15
|
)%
|
Other income, net
|
|
1
|
%
|
|
3
|
%
|
Income (loss) from continuing operations before provision for income taxes
|
|
(3
|
)%
|
|
(12
|
)%
|
Provision for income taxes
|
|
—
|
%
|
|
1
|
%
|
Income (loss) from continuing operations
|
|
(3
|
)%
|
|
(13
|
)%
|
Loss on discontinued operations
|
|
(6
|
)%
|
|
(3
|
)%
|
Net loss
|
|
(10
|
)%
|
|
(16
|
)%
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
22,169
|
|
|
$
|
(554
|
)
|
Net cash provided by (used in) investing activities
|
|
(32,827
|
)
|
|
142
|
|
||
Net cash provided by (used in) financing activities
|
|
7,474
|
|
|
(1,182
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(336
|
)
|
|
(239
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash, continuing operations
|
|
$
|
(3,520
|
)
|
|
$
|
(1,833
|
)
|
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;
|
•
|
GM’s decision, announced on September 5, 2019, and perhaps similar decisions of other OEMs and partners, to utilize third-party offerings, such as provided by GAS, in future model years;
|
•
|
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 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;
|
•
|
work stoppages affecting our automobile manufacturer customers and their partners, such as the labor stoppage announced by GM workers in September 2019, which will reduce our revenue during the stoppage period and for some time thereafter;
|
•
|
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 introduction and success of in-car integration, such as Google's 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, acquisition or divestiture 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 any change 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 842.
|
•
|
failure to comply with local regulations or restrictions;
|
•
|
enactment of legislation, regulation or restriction, whether by the United States or in the foreign countries, including unfavorable labor regulations, tax policies or economic sanctions (such as potential economic sanctions arising from political disputes), and currency controls or restrictions on the transfer of funds;
|
•
|
enforcement of legal rights or recognition of commercial procedures by regulatory or judicial authorities in a manner in which we are not accustomed, would not reasonably expect or with which we could not reasonably comply;
|
•
|
differing technical and environmental standards, data protection and telecommunications regulations and certification requirements, which could prevent the import, sale or use of our products or SaaS offerings in such countries;
|
•
|
difficulties and costs associated with staffing and managing foreign operations;
|
•
|
potentially longer payment cycles and greater difficulty collecting accounts receivable;
|
•
|
the need to adapt and localize our services for specific countries, including conducting business and providing services in local languages;
|
•
|
reliance on third parties over which we have limited control, such as our partners or their resellers or agents, for marketing and reselling our products and solutions;
|
•
|
difficulties in understanding and complying with local laws, regulations, and customs in foreign jurisdictions or unanticipated changes in such laws;
|
•
|
application of or changes in anti-bribery laws, such as the FCPA and U.K. Bribery Act, which may disrupt our staffing or ability to manage our foreign operations;
|
•
|
changes in political and economic conditions leading to changes in the business environment in which we operate, as well as changes in foreign currency exchange rates;
|
•
|
sanctions restricting local commercial activity, including retaliatory actions by local governments; and
|
•
|
natural disasters, pandemics or international conflict, including terrorist acts or labor or political disputes, which could interrupt our operations or endanger our personnel.
|
•
|
uncertainty regarding the validity, enforceability, scope and ability to protect and secure our intellectual property rights and the practical difficulties or enforcing such rights;
|
•
|
ability to secure our business' proprietary information when residing in or is accessible from China from illegal or unauthorized access or use;
|
•
|
extensive government regulation; and
|
•
|
an uncertain legal system.
|
•
|
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 and tier one 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.
|
•
|
our ability to realize synergies expected to result from an acquisition or strategic investment;
|
•
|
difficulties in integrating and managing the operations, technologies and products of the companies we acquire, that are geographically remote from our existing operations;
|
•
|
the potential disruption to our ongoing business;
|
•
|
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;
|
•
|
potential unknown liabilities associated with acquired companies;
|
•
|
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 divestitures; 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.
|
•
|
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.
|
•
|
Heightened Privacy and Data Protection Compliance Costs. Privacy and data protection laws and regulations affecting our business are evolving rapidly and may result in heightened long-term compliance costs for our business. In some cases, this may result in longer customer contract cycles and delayed onboarding. Additionally, as part of our own compliance efforts, we anticipate increasing our scrutiny of the vendors that support data-related aspects of our services. Further, as data subject access rights become more widespread and frequently exercised under these evolving requirements, we anticipate heightened compliance costs in implementing policies, procedures and technologies to respond to our business partners and others regarding requests to exercise data subject or consumer rights related to “personal data” or “personal information,” as defined under the laws of various jurisdictions.
|
•
|
Increased Risk of Legal, Financial, or Reputational Harm in Cases of Actual or Perceived Noncompliance (whether by us, our business partners, customers, or end users). In cases of our potential noncompliance with any of these privacy and data protection laws and regulations, regulatory trends suggest the risk of heightened enforcement and more significant fines, including monetary penalties, for example, under the GDPR, which went into effect May 25, 2018 and, among other things, authorizes fines up to 4% of global annual revenue or €20 million, whichever is greater, for some types of violations. In other cases, new laws may authorize a private right of action and/or a statutory framework for damages that are likely to increase the risk and costs of litigation, in particular, in the case of certain security incidents involving personal information, such as under the recently enacted CCPA, which becomes operative January 1, 2020. Additional litigation risks may arise due to contractual obligations with our customers and business partners.
|
•
|
Reduced Return on Investments in Some Strategic Partnerships and Product and Service Development Efforts. As legal requirements and interpretations change, are called into question, or increase in variability across jurisdictions, some of our assumptions leading to investments in strategic partnerships and product and service development may be challenged. This may reduce the return on some of our investments in products, services, and partnerships in key markets. Our ability to operate or expand our business may be inhibited if we must implement increased or higher-cost security measures, establish alternate business processes or infrastructure, or are prohibited from capitalizing on cost-saving efficiencies related to the automated processing of data previously not anticipated to be subject to such requirements. For example, evolving and increasingly varied legal definitions of personal information and personal data in the United States, EU and elsewhere may affect our legal treatment of IP addresses, MAC addresses, machine identification, location and tracking data, data analytics and other information as well as the extent to which we can lawfully apply machine learning and artificial intelligence to those data sets for certain purposes and in certain jurisdictions. Some countries’ data localization laws may require us to establish additional infrastructure or engage service providers in those jurisdictions, increasing the cost and complexity of our business operations and potentially limiting sales of our products in those jurisdictions. While we do not anticipate the same rapid evolution and proliferation of data localization laws as with privacy and data protection laws and regulations, we continue to monitor overall legal developments in this area for impact on our current products and services, as well as those in development. We also note that our introduction of new data platforms, applications and services or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. For instance, participation in certain funding programs may subject us to additional privacy and data use restrictions under U.S. federal, state, and local laws and regulations relating to the processing of data relating to students or children. Risks remain that new or
|
•
|
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;
|
•
|
announcements 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.
|
•
|
our Board has the right to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board;
|
•
|
our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder or holders controlling a majority of our common stock would not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings called by the Board, the chair of the Board, the chief executive officer or the president;
|
•
|
our directors may only be removed for cause, which would delay the replacement of a majority of our Board;
|
•
|
our Board is staggered in three tiers, with directors in each tier separately serving staggered three-year terms, which could impede an acquiror from rapidly replacing our existing directors with its own slate of directors;
|
•
|
our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
•
|
our stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to our Board or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and
|
•
|
our Board may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
|
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
|
|
Asset Purchase Agreement, dated August 8, 2019, by and among Telenav, Inc., Thinknear, Inc. and inMarket Media, LLC
|
|
8-K
|
|
2.1
|
|
8/8/2019
|
|
|
Form of 2009 Equity Incentive Plan Restricted Stock Unit Award Agreement
|
|
Filed Herewith
|
|
|
|
|
|
|
Form of 2009 Equity Incentive Plan Restricted Stock Unit Award Agreement — Performance Grant
|
|
Filed Herewith
|
|
|
|
|
|
10.27.2++
|
|
Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.
|
|
8-K
|
|
10.27.2
|
|
8/5/2019
|
|
Offer letter between the Company and Adeel Manzoor, dated May 16, 2019
|
|
8-K
|
|
10.1
|
|
7/8/2019
|
|
|
Change in Control and Severance Agreement between the Company and Adeel Manzoor, effective as of July 1, 2019
|
|
8-K
|
|
10.2
|
|
7/8/2019
|
|
|
Letter Agreement by and among Telenav, Inc. and Nokomis Capital, LLC and its affiliates dated August 21, 2019
|
|
8-K
|
|
10.46
|
|
8/22/2019
|
|
|
Offer letter between the Company and Steve Debenham, dated May 24, 2019
|
|
Filed Herewith
|
|
|
|
|
|
|
Change in Control and Severance Agreement between the Company and Steve Debenham, effective as of August 15, 2019
|
|
Filed Herewith
|
|
|
|
|
|
|
Consulting Agreement by and among Telenav, Inc. and Karen Francis dated October 25, 2019
|
|
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
|
|
Inline 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
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
November 8, 2019
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
November 8, 2019
|
|
By:
|
|
/s/ ADEEL MANZOOR
|
|
|
|
|
|
Adeel Manzoor
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Price of Restricted Stock Units:
|
$0.00 (Shares to be issued to the Participants for no consideration)
|
•
|
Income from investments shall be declared yearly by the individual in the annual income tax return;
|
•
|
The above annual income tax return shall be submitted until the 15th of March of the year following the year in which the income was obtained;
|
•
|
The same deadline applies for performing the payment of the income tax due.
|
•
|
Health Fund contribution: In case the cumulated yearly income from other sources than salaries exceeds the threshold of 12 x minimum wages, such income is subject to a fixed health fund contribution. The contribution is calculated as 10% x minimum wage x 12. The current minimum wage for 2019 is 2080 RON (approx. 445 EUR). The minimum wage is in principle subject to yearly amendment (exemplification: in 2019 dividend income and capital gains would be subject to a health fund contribution of 2.496 RON, approx. 534 EUR, in case their total amount would exceed 24.960 RON, approx. 5340 EUR).
|
•
|
Special provisions have to be observed additionally in case of individuals who need to benefit from tax credit in order to avoid double taxation.
|
Price of Restricted Stock Units:
|
$0.00 (Shares to be issued to the Participants for no consideration)
|
Stock Price Hurdles
|
Percent of Target Number of Market-based Restricted Stock Units that Become Eligible Units
|
|
Equal to or greater than $____
|
25
|
%
|
Equal to or greater than $____
|
25
|
%
|
Equal to or greater than $____
|
25
|
%
|
Equal to or greater than $____
|
25
|
%
|
i.
|
Service-based Vesting. If Restricted Stock Units become Eligible Units on a Certification Date (other than as a result of a CIC Measurement), then 50% of the Restricted Stock Units that are deemed to become Eligible Units on that Certification Date will vest on that Certification Date or, if later, November 1, 2020, and the remaining 50% of the Eligible Units will be scheduled to vest on the one (1) year anniversary of the Achievement Date applicable to those Eligible Units, in each case subject to Participant remaining a Service Provider through the applicable vesting date.
|
ii.
|
Post-Change in Control Vesting. In the event of a Change in Control, (i) any Restricted Stock Units that have become Eligible Units pursuant to the CIC Measurement will be scheduled to vest on the one (1) year anniversary of the date of the Change in Control, subject to Participant remaining a Service Provider through that date, and (ii) any Restricted Stock Units that have become Eligible Units pursuant to a Certification Date other than as a result of the CIC Measurement will remain subject to the same service-based vesting schedule set forth in subsection a. above.
|
•
|
Income from investments shall be declared yearly by the individual in the annual income tax return;
|
•
|
The above annual income tax return shall be submitted until the 15th of March of the year following the year in which the income was obtained;
|
•
|
The same deadline applies for performing the payment of the income tax due.
|
•
|
Health Fund contribution: In case the cumulated yearly income from other sources than salaries exceeds the threshold of 12 x minimum wages, such income is subject to a fixed health fund contribution. The contribution is calculated as 10% x minimum wage x 12. The current minimum wage for 2019 is 2080 RON (approx. 445 EUR). The minimum wage is in principle subject to yearly amendment (exemplification: in 2019 dividend income and capital gains would be subject to a health fund contribution of 2.496 RON, approx. 534 EUR, in case their total amount would exceed 24.960 RON, approx. 5340 EUR).
|
•
|
Special provisions have to be observed additionally in case of individuals who need to benefit from tax credit in order to avoid double taxation.
|
(2)
|
Result from any work performed by the employee for the employer.
|
Karen C. Francis
|
TELENAV, INC.
|
|
|
/s/ Karen Francis
|
/s/ HP Jin
|
Name: Karen Francis
|
Name: HP Jin
|
Title: Advisor
|
Title: CEO
|
Dated: 10/25/2019
|
Dated: 10/24/2019
|
|
|
|
|
|
|
|
|
|
|
(a)
|
After giving or receiving such notice, Advisor will consult with Telenav to determine what further work, if any, will be performed prior to the effective date of such termination (which such further work, if any, the parties will confirm in writing).
|
(b)
|
Termination with cause is appropriate in the event (i) of a breach by the other party of a material obligation hereunder or the NDA, (ii) the death or disability of Advisor, or (iii) the insolvency or bankruptcy or a reasonably apparent inability or unwillingness of or by the other party to perform its material obligations hereunder.
|
(c)
|
Upon the termination or expiration of a Statement of Work or of this Agreement, with or without cause and for any or for no reason, the terminating party will not be liable to the other party because of the fact or act of such termination for damages on account of the loss of prospective profits, expected business, good will, or on account of expenditures, leases or commitments in connection with the business of Telenav or of Advisor, or for any other reason whatsoever flowing from the fact or act of such expiration or termination.
|
(d)
|
Telenav’s sole obligation and liability to Advisor arising from the fact or act of termination or expiration shall be payment for: (a) Services actually and reasonably performed up to the effective date of termination or expiration (on the part of Telenav), and (b) reasonable completion of Services actually requested up to the effective date of termination or expiration (on the part of Advisor, provided that Telenav has made or is capable of making payment due and owing with respect to such Services) and (c) such other benefits or provisions, if any, as identified on Exhibit A with respect to the Termination for Convenience and Notice Period. However, the fact or act of termination or expiration shall not otherwise relieve either party from any other obligation, liability or duty to the other, whether expressly provided herein, under the NDA or under law.
|
(a)
|
Obligations relating to non-use and non-disclosure of Confidential Information, as provided in the NDA;
|
(b)
|
Obligations to make payments of amounts that are due prior to termination or expiration; and
|
(c)
|
Obligations specifically set forth in Sections 5, 6, 12, 13, and 17 through 30.
|
(a)
|
If Advisor employs assistants to help perform the Services or provide deliverables, Advisor will carry throughout the Term statutory Worker's Compensation and General and Contractual Liability and Professional Liability (if applicable) insurance in amounts satisfactory to Telenav and commercially reasonable in light of Advisor’s business and operations. Advisor alone has responsibility for such coverage. Upon reasonable request, Advisor shall furnish certificates of insurance as evidence of such coverage and naming Telenav as additional insured and allowing Telenav to assert rights and make claims thereunder.
|
(b)
|
Advisor agrees to comply strictly with all local, municipal, regional and country safety and health laws, orders and regulations applicable to the performance of the Services provided hereunder. While on the Telenav site, or that of its customers or other third party, Advisor and its employees, contractors and agents will be required to observe at all times all procedures and policies of Telenav concerning safety and proper workplace conduct (including all requirements stated within Telenav’s injury and illness prevention program and the applicable environmental health and safety policies of Telenav and any third party site at which the Services are being performed). Failure to observe such procedures and policies shall be a basis for immediate termination of this Agreement by Telenav.
|
(a)
|
Advisor is solely responsible for all taxes, withholdings, and other similar statutory obligations with respect to itself and its employees, agents or affiliates.
|
(b)
|
Advisor agrees and understands with respect to itself and its employees, agents or affiliates. that it is not entitled to and will not be eligible to receive any of the benefits which Telenav may make available to its employees, such as group insurance, workers' compensation, disability insurance, vacation, sick pay, profit-sharing, incentive compensation, bonus or commission programs, stock purchase programs, or retirement benefits. Except and only to the extent expressly provided in Exhibit B, this shall also prohibit participation in any stock award programs.
|
(a)
|
Advisor understands that during the course of performing the Services hereunder, it may receive or have or obtain access to Confidential Information of Telenav or its clients. Accordingly, Advisor understands and agrees that any such Confidential Information disclosed to Advisor, intentionally by Telenav or otherwise, shall be subject to the terms and conditions of the NDA entered by the parties and identified above, and deemed incorporated in full as a material part hereof.
|
(b)
|
Advisor will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Advisor has a duty to keep in confidence, and that Advisor will not bring onto the premises of Telenav any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity.
|
(c)
|
Advisor recognizes that Telenav has received and in the future will receive from clients and third parties confidential or proprietary information which is subject to a duty on Telenav's
|
(d)
|
Advisor represents that performance of all the terms of this Agreement, including the performance of Services hereunder, will not breach any agreement to keep in confidence confidential information acquired by Advisor prior to the execution of this Agreement or otherwise, to Advisor’s knowledge, the trade secret, patent, copyright or other intellectual property right of a third party.
|
(e)
|
Upon the termination of this Agreement, or upon Telenav's earlier request, Advisor will deliver to Telenav all of Telenav's property or Confidential Information that Advisor may have in Advisor's possession or control.
|
(f)
|
In the event Advisor employs assistants Advisor will assure that such employees are bound by confidentiality terms at least as stringent as those set forth herein and in the NDA.
|
•
|
The number of shares subject to the RSU Award will be twice the number of shares represented by the Annual Award each continuing director of the Company will automatically receive as of the 2019 Annual Meeting of Stockholders pursuant to the terms of the Company’s 2019 Plan
|
•
|
The RSU Award will vest in equal quarterly installments over the two-year term of the Advisor Agreement, as of the 10th day of the last month of such quarter; and
|
•
|
The RSU Award is subject to vesting acceleration as follows:
|
◦
|
Equity Vesting Acceleration upon Termination for Convenience:
|
◦
|
Equity Vesting Acceleration upon Change of Control:
|
•
|
The RSU Award is subject to approval by the Company’s stockholders of the 2019 Plan, which the Company is submitting to its our stockholders for approval at the 2019 Annual Meeting of Stockholders
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 8, 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:
|
November 8, 2019
|
|
By:
|
|
/s/ ADEEL MANZOOR
|
|
|
|
|
|
Adeel Manzoor
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
November 8, 2019
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 8, 2019
|
|
By:
|
|
/s/ ADEEL MANZOOR
|
|
|
|
|
|
Adeel Manzoor
|
|
|
|
|
|
Chief Financial Officer
|