SEC Info - Telenav, Inc. - ‘10-K’ for 6/30/20

Telenav, Inc. – ‘10-K’ for 6/30/20

Telenav, Inc. – ‘10-K’ for 6/30/20

On: Thursday, 8/20/20, at 9:52pm ET · As of: 8/21/20 · For: 6/30/20 · Accession #: 1474439-20-29 · File #: 1-34720

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Annual Report — Form 10-K
Filing Table of Contents

‘10-K’ — Annual Report
Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

38 Previous Filings that this Filing References

On: Thursday, 8/20/20, at 9:52pm ET · As of: 8/21/20 · For: 6/30/20 · Accession #: 1474439-20-29 · File #: 1-34720

Annual Report — Form 10-KFiling Table of Contents

‘10-K’ — Annual ReportDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

38 Previous Filings that this Filing References

Annual Report — Form 10-K
Filing Table of Contents

‘10-K’ — Annual Report
Document Table of Contents

Page	(sequential)		(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions, and Director Independence Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Operations Consolidated Statements of Stockholders' Equity Controls and Procedures Directors, Executive Officers and Corporate Governance Executive Compensation Exhibits, Financial Statement Schedules F-2 F-3 F-4 F-5 F-6 F-7 F-9 Financial Statements and Supplementary Data Form 10-K Summary Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Mine Safety Disclosures Notes to Consolidated Financial Statements Other Information Power of Attorney (contained in the signature page to this Form 10-K) Principal Accounting Fees and Services Properties Quantitative and Qualitative Disclosures About Market Risk Report of Independent Registered Public Accounting Firm Risk Factors Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Selected Financial Data Table of Contents Unresolved Staff Comments
1	1st Page – Filing Submission
"	Table of Contents
"	Business
"	Risk Factors
"	Unresolved Staff Comments
"	Properties
"	Legal Proceedings
"	Mine Safety Disclosures
"	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
"	Selected Financial Data
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures About Market Risk
"	Financial Statements and Supplementary Data
"	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Controls and Procedures
"	Other Information
"	Directors, Executive Officers and Corporate Governance
"	Executive Compensation
"	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"	Certain Relationships and Related Transactions, and Director Independence
"	Principal Accounting Fees and Services
"	Exhibits, Financial Statement Schedules
"	Form 10-K Summary
"	Power of Attorney (contained in the signature page to this Form 10-K)
"	Report of Independent Registered Public Accounting Firm
"	F-2
"	Consolidated Balance Sheets
"	F-3
"	Consolidated Statements of Operations
"	F-4
"	Consolidated Statements of Comprehensive Income (Loss)
"	F-5
"	Consolidated Statements of Stockholders' Equity
"	F-6
"	Consolidated Statements of Cash Flows
"	F-7
"	Notes to Consolidated Financial Statements
"	F-9

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 10-K

(Mark One)



i ☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended i June 30, 2020



i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: i 001-34720

i TELENAV, INC.

(Exact name of registrant as specified in its charter)



i Delaware		i 77-0521800
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

i 4655 Great America Parkway, Suite 300

i Santa Clara, i California i 95054

(Address of principal executive offices) (Zip Code)

( i 408) i 245-3800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:




Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, $0.001 Par Value per Share	i TNAV	i The NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ i No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ i No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth" company in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. i ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $ i 146 million (based on the closing sale price of $4.86 per share as reported on the NASDAQ Global Market) on December 31, 2019. For purposes of this calculation, shares of common stock held by officers and directors and shares of common stock held by persons who hold more than 10% of the outstanding common stock of the registrant have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of July 31, 2020 was i 47,079,923.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement relating to its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K where indicated. Such Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

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TELENAV, INC.

FORM 10-K

TABLE OF CONTENTS




		Page
PART I

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	44
ITEM 2.	PROPERTIES	44
ITEM 3.	LEGAL PROCEEDINGS	45
ITEM 4.	MINE SAFETY DISCLOSURES	45

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	46
ITEM 6.	SELECTED FINANCIAL DATA	47
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	70
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	70
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	70
ITEM 9A.	CONTROLS AND PROCEDURES	70
ITEM 9B.	OTHER INFORMATION	74

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	74
ITEM 11.	EXECUTIVE COMPENSATION	74
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	74
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	74
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	74

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	75
ITEM 16.	FORM 10-K SUMMARY	83

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Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, or this Form 10-K, contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” Forward-looking statements include information concerning our possible or assumed future results of operations, use of cash, accounting for and future sources of revenue, expectations regarding expenses, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and areas of decline, regulatory environment and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in “Risk Factors” and elsewhere in this Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this Form 10-K.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect.

Corporate Information

Our predecessor company, TeleNav, Inc., incorporated in the State of Delaware in 1999 and we incorporated in the State of Delaware in 2009 as TNAV Holdings, Inc. Pursuant to stockholder approvals received in December 2009, our predecessor company merged with and into us on April 15, 2010. As the entity surviving the merger, upon completion of the merger, we changed our name to TeleNav, Inc. In November 2012, we changed our name to Telenav, Inc. Our executive offices are located at 4655 Great America Parkway, Suite 300, Santa Clara, California 95054, and our telephone number is (408) 245-3800. Our website address is www.telenav.com. The information on, or that can be accessed through, our website is not part of this Form 10-K.

We file or furnish periodic reports, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, our proxy statements and other information with the Securities and Exchange Commission, or the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically. Our reports, proxy statements and other information are also made available, free of charge, on our investor relations website at http://investor.telenav.com/financials.cfm as soon as reasonably practicable after we electronically file such information with the SEC. The information posted on our website is not incorporated into this Form 10-K.

In this Form 10-K, "Telenav," “we,” “us” and “our” refer to Telenav, Inc. and its subsidiaries.

The names Telenav®, Scout®, VIVID® and other trademarks of ours appearing in this Form 10-K are our property. This Form 10-K contains additional trade names and trademarks of other companies.

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PART I.



ITEM 1.	BUSINESS

Solution Overview

Telenav is a leading provider of automotive software and services providing both in-vehicle and cloud-based solutions. Over the past twenty years our focus has been on navigation and location-based services (LBS), where we pioneered many innovations including the market’s first mobile cloud-based navigation service. As a leader in hybrid navigation, Telenav counts among its customers three of the top five automotive OEMs by revenue and sales — Ford, GM and Toyota. Navigation and LBS are the primary applications for in-vehicle infotainment (IVI) systems and we are using our strengths and core competencies to address the growing demand for overall connected car services.

In addition to navigation and LBS, our connected car platform, VIVID, enables us to deliver in-vehicle infotainment, or IVI, software solutions and services that are growing in importance as consumers increasingly include digital technologies as a factor in their automobile purchase decision. Automobile manufacturers, or OEMs, are also looking to software and connected services to build alternative and recurring revenue models beyond the sale of the vehicle. VIVID will provide OEMs a platform and a set of IVI applications to deliver an integrated and brand-specific, cloud-connected digital experience to their customers in a fast and cost-efficient manner.

Our VIVID Nav application delivers hybrid navigation, which can provide in-vehicle navigation that is cloud connected for real-time traffic and up-to-date destinations search, but which can also function when not cloud connected, such as when driving in areas with bad cell coverage.

In addition to navigation, VIVID will enable applications for in-car commerce that allow consumers to safely, conveniently and easily make purchases for common items, like fuel, parking and quick-serve food and beverage. Other applications include a media player that can work with the most widely used streaming services, an interface for common car controls, like the radio, HVAC, seat and other user settings, and functions enabling smartphone integration like communications and calendar access.

VIVID can also integrate voice-recognition-based smart assistants from leading commercial vendors to make the entire digital experience in the car hands-free and safe. OEMs will have the option of taking the VIVID infotainment applications and configuring the look and feel to make it brand specific or use the underlying VIVID SDK to build completely new IVI applications for a more-bespoke solution for their customers.

We offer five variations of our VIVID Infotainment and navigation software products and services to our OEM and tier-one customers for distribution with their vehicles and systems. First, we offer on-board navigation systems that are built into vehicles with all key elements of the system residing in the vehicle as a self-contained application along with the related software and content. Our on-board navigation products do not require access to the Internet or wireless networks to function. However, they can utilize satellite or radio transmission to provide, for example, real-time traffic information. Second, we offer advanced navigation solutions that contain on-board functionality and also add cloud functionality, such as cloud search, cloud routing, map updates and “live” data. We refer to these solutions as hybrid navigation. Third, we offer mobile phone-based navigation solutions that project interactive map and navigation instructions to the vehicle's video screen and audio system, which we refer to as brought-in navigation. Fourth, we offer a VIVID Nav Software Development Kit, or SDK, that enables our customers to add mapping and location capabilities to their cloud, mobile and on-board automotive applications. Finally, we offer VIVID Infotainment, our connected car infotainment system that has navigation, commerce, voice, media, car controls and phone integration, which can be delivered as a turnkey solution or as an SDK.

We provide our connected-car products and services directly to automobile manufacturers, such as Ford Motor Company and affiliated entities, or Ford, which represented 44% of our revenue in fiscal 2020, General Motors Holdings and its affiliates, or GM, which represented 34% of our revenue in fiscal 2020, and Toyota Motor Corporation, or Toyota, which represented less than 10% of our revenue in fiscal 2020. We also provide our products and services indirectly through tier ones, such as Xevo, Inc., or Xevo, for certain Toyota solutions; LG Electronics, Inc., or LG, for certain Opel solutions; and Panasonic Automotive Systems Company of America, or Panasonic, for certain Fiat Chrysler Automobiles, or FCA, solutions.

Our fiscal year ends June 30. In this Form 10-K, we refer to the fiscal years ended June 30, 2018, 2019 and 2020 and ending June 30, 2021 as fiscal 2018, fiscal 2019, fiscal 2020 and fiscal 2021, respectively. Our total revenue was $191.2 million

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in fiscal 2018, $196.7 million in fiscal 2019 and $240.4 million in fiscal 2020. Our net loss was $40.8 million in fiscal 2018, $32.5 million in fiscal 2019 and $0.9 million in fiscal 2020.

Business Strategy

We have built Telenav’s business and market strategy around the VIVID connected-car platform and solutions, addressing three automotive inter-related opportunities, as illustrated in the figure below.

In-car software and services

We have tailored Telenav's in-car software and services to help OEMs add a delightful digital experience to augment the actual driving experience and, thereby, build a “digital brand loyalty” with consumers. Our VIVID connected car platform and VIVID Infotainment provides a suite of integrated infotainment applications. With minimal customization, OEMs have the option of delivering VIVID Infotainment as their own branded offering, or they can use the underlying VIVID SDK to build their own.

In addition to OEMs, tier-one suppliers of automotive solutions are also potential customers of VIVID. For example, Telenav recently signed an agreement with Alpine Electronics, a major tier-one supplier. The joint offering allows consumers with cars that support the MirrorLink technology to purchase a USB device with VIVID Infotainment loaded on it, and simply plug it into their vehicles to upgrade their vehicles with a modern and updated infotainment system. We are also exploring a direct-to-consumer offering of infotainment software and services to accelerate the adoption of our connected-car services. Our partnerships and joint-marketing initiatives extend to other tech players that are increasingly focused on the automotive industry, like Microsoft and Amazon, to leverage their technology and market access to increase traction for our connected-car solutions.

VIVID Nav, Telenav’s hybrid navigation solution, is the primary navigation application in the Infotainment suite which OEMs can also adopt as a turnkey, standalone navigation application or use the underlying Nav SDK to build a purpose-built application for their infotainment system. VIVID Nav consists of embedded in-vehicle software along with a voice and graphical user interface to access maps and navigation features. The cloud component of VIVID Nav keeps the maps updated and gives users access to real-time and dynamic information including traffic, road alerts, search, POIs, in-car commerce and access to smart voice assistants.

Navigation is the most complex and prominent application on an infotainment system and we believe Telenav’s long history and success in this space gives us a significant advantage for expanding our leadership beyond just navigation to the full suite of cloud-connected in-vehicle software and services. Our goal is to rapidly grow the base of connected car users for our OEM partners to help them deliver additional services and expand new sources of revenue.

In-car commerce

One of the ways in which OEMs can monetize the digital channel established with connected infotainment is by giving users access to safe, convenient and delightful commerce on-the-go. VIVID Commerce, one of the applications in our VIVID Infotainment, allows users to seamlessly access a curated collection of in-car commerce products and services. The commerce

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offerings are centered around typical items that users purchase when they are out and about, such as fuel, parking, coffee, quick serve food items and groceries.

The combination of navigation, location-aware search, smart voice assistance and merchant offerings tailored for in-car transactions paves the way for convenient, safe and frictionless shopping directly from the car. The opportunity for such seamless commerce is significant. A 2019 study by PYMNTS.com, an online media channel, estimated that consumers in the U.S. spent over $200 billion in 2018 just while commuting. The broader potential for such transactions in all driving instances expands considerably. We believe Telenav is well-positioned to enable OEMs to capitalize on that opportunity and jointly share in the transaction revenue.

In the second quarter of our fiscal 2020, we achieved our first in-car commerce win with a Japanese OEM that we expect to launch later in fiscal 2021. For this initiative, we are enabling commerce functionality while driving, including purchasing of gasoline, parking and food with advance ordering and quick pick up from restaurants.

Besides building out the embedded application and back-end cloud infrastructure for managing the end-to-end flow of in-car commerce, Telenav has also made equity investments into companies to facilitate such transactions. SYNQ3 is one such company, which is focused on order processing and guest relationships for quick service restaurants.

A related part of providing commerce from the car is in-car advertisement. While user acceptance for in-app advertisement within the infotainment system is mixed, there is significant potential for “arrival ads”. Driving into a strip mall and pin-pointing the precise location of the vehicle as it pulls into a parking spot is an opportune time to provide a location-based ad that highlights special offers, discounts and deals provided by a nearby merchant. Here too, Telenav has made an equity investment in InMarket Media, LLC, a leader in location-based advertising.

Not limited to such day-to-day transactions, in-car commerce also encompasses driving and vehicle related services, insurance being a prime example. The automotive insurance market is a $300 billion industry in the U.S. and, like many other sectors, it is undergoing many changes. The advent of connectivity, sensors and big data (AI/ML) opens up newer and more intelligent ways of offering coverage tailored to each driver’s unique driving behavior and patterns. Our investment in Motion Auto reflects our focus on this business opportunity, where such an investment complimented by our expertise in building in-vehicle software and cloud infrastructure puts Telenav in a position to capitalize on the disruptions in the auto insurance industry.

Road intelligence

The third part of Telenav's business strategy built around the VIVID connected car platform is the monetization of road intelligence. We define road intelligence as useful insights we and our OEM and commerce partners can gain through Artificial Intelligence (AI) technology, including from the sensor data that can be captured with Telenav’s navigation and connected car software from the tens of millions of vehicles that are on the road, and millions more that we expect to add each quarter.

We have used this intelligence in products like OpenTerra, which is an end-to-end mapping system that is built around crowd-sourced car sensor data and is based on the Open Street Maps (OSM) standard for map making.

OpenTerra provides a low-cost alternative to expensive commercial mapping data, and can be used for a variety of applications, such as to collect data from its ride-hailing driver community to continuously expand and improve regional map systems. We sold certain intellectual property associated with our OpenTerra solution in 2019 to Grab, Southeast Asia’s leading ride hailing service. In exchange, we gained an equity position in Grab and retained the right to continue to offer OpenTerra technology in other Telenav ventures. We expect to see OpenTerra and its underlying technology be applied to such revenue opportunities in other regions and through similar mobility services.

Beyond map making, we expect to see Road Intelligence based opportunities in other areas like road and traffic planning, smart city developments and as a data source for other automotive and mobility related use cases.

Automotive Navigation

Industry background

The automotive industry continues to go through a significant transformation due to the convergence of connectivity, autonomy, shared mobility and electrification, or CASE. In addition, due to high consumer expectations set by mobile phones, consumers are demanding user-friendly products that are well integrated, always up-to-date and easy to use. Our market research has shown that in-vehicle infotainment is one of the features that drivers value most when purchasing a new car.

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We believe, and market studies such as by Strategy Analytics, a leading automotive market research firm, indicate, navigation has been and will continue to be one of the highest in-demand consumer features within in-vehicle infotainment systems. Furthermore, with the CASE technology trends, navigation will continue to be increasingly important for OEMs to drive not just infotainment, but also other core features for driving safety and convenience in applications such as Advanced Driver Assistance Systems (ADAS).

In addition, navigation is an essential aspect of autonomous vehicles, as mapping and navigation are required to localize the vehicle and guide it to its destination. For shared mobility, finding the nearest vehicle to a rider and routing the vehicle requires mapping and navigation. For electric vehicles, range planning, optimization of energy use and finding charging stations along the route are enabled by mapping and navigation. In-car-commerce relies on location and navigation for delivering convenient commerce on-the-go. For these reasons, navigation is becoming increasingly important and a key element of future vehicle infotainment services and safety systems.

Industry challenges

The automotive industry is experiencing increasing pressures from new entrants, such as Tesla, and other players, such as software technology firms that have faster innovation and execution, which enable them to capitalize on current trends. As a result, traditional automobile manufacturers are striving to keep up with consumer demands for new and updated content on the infotainment system. Consumers desire to access connected apps through their vehicle’s controls and displays, and automobile manufacturers that enhance the in-vehicle experience with cloud connectivity and improved infotainment capabilities can find greater acceptance from consumers. However, delivery of these capabilities is technically challenging and not a traditional part of the automobile manufacturer's capabilities or supply chain. This challenge is driving automobile manufacturers to seek new partners to create differentiated in-car experiences. Automobile manufacturers are also under pressure because of the proliferation of brought-in platforms and products such as Apple's CarPlay and Google's Android Auto along with other initiatives, including Google Automotive Services, or GAS, and Open Automotive Alliance, which take control of the products and platforms away from automobile manufacturers and tier ones and could diminish brand loyalty to the automobile manufacturer. To counter this, automobile manufacturers are investing heavily in their infotainment solutions and leveraging their ability to provide better integration of the various automobile systems resulting in easy-to-use hybrid navigation services that are seamlessly integrated with in-vehicle displays (center screen, cluster, heads up display, rear-seat), speakers, voice recognition and vehicle sensors. We believe this creates an opportunity for our product and services offerings.

Our competitive challenges and potential for differentiation

Automobile manufacturers procure various elements of each vehicle that they manufacture from third-party suppliers directly and through tier ones. We work directly with automobile manufacturers such as Ford, GM and Toyota, as well as through tier ones. Our strong track record as a provider of connected and personalized navigation services to mobile phones and our history of working with large wireless carriers has helped us develop skills and technology that are well suited to meet the demands faced by today's automobile manufacturers and tier ones. The sales cycle for automotive navigation systems is long, consultative and requires direct and continuous engagement with the automobile manufacturer and tier ones to succeed in securing business. Often the automobile manufacturer uses the sales process to help it define the ultimate product that it delivers to its end users in a way that not only enhances customer experience but also allows the automobile manufacturer to differentiate itself from the competition. Platforms and products such as Apple's CarPlay and Google's Android Auto or GAS, along with the Open Automotive Alliance, are feature and content-rich and well-funded competitive offerings which are capturing greater attention and increasing share of the OEM market. However, we believe that our success with on-board, brought-in and hybrid navigation solutions at Ford and GM, and the continuing shift in emphasis to connected services demonstrate the strength and differentiation of our offerings to other automobile manufacturers and tier ones. Through our ongoing collaboration with automobile manufacturers, we remain aligned with their goals and offer solutions that allow them to differentiate themselves from other competitors, providing their users with a superior experience and, as a result, creating brand loyalty among their customers.

Our automotive products and services

We entered the automotive navigation services business in fiscal 2008, initially with Ford, and our first on-board navigation product was launched in Ford's model year 2010 vehicles. Since that time, we have been working with Ford, GM Toyota and other automobile manufacturers and tier ones to deploy our various navigation products and services worldwide through on-board, brought-in and hybrid systems.

Ford currently distributes our on-board product as a standard or optional feature in certain of its models and locations. Our navigation products are now included in Ford models principally manufactured and sold in North America, South America, Europe and China, as well as distributed in models sold in Australia and New Zealand.

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Our partnership with GM began with our mobile navigation SDK in 2014. In 2017, GM launched its first model featuring integration of our hybrid navigation solution in North America, the 2017 Cadillac CTS and CTS-V. GM currently distributes our on-board, hybrid and brought-in solutions across a wide assortment of GM vehicles. Our hybrid navigation solution is available globally on select model GM vehicles and is expected to be available for model years 2021 to 2025.

We have a partnership with Toyota for brought-in navigation services where our Scout GPS Link mobile application is enabled to connect with select Toyota and Lexus models in the United States and Canada. In addition, we have an agreement with Xevo, Inc., a tier-one supplier to Toyota, whereby our Scout GPS Link and Xevo^TM Engine Link provide brought-in navigation services, including a fully interactive moving map, for select Toyota vehicles equipped with Entune 3.0 Audio, as well as select Lexus vehicles equipped with Lexus Enform. Our contract with Xevo relating to the implementation of our solutions in Toyota and Lexus vehicles is expected to remain in place through 2026.

While we saw expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models through fiscal 2019, we expect Toyota to limit or reduce the number of models or vehicles on which Scout GPS Link is offered by Toyota and Lexus, beginning in model year 2021, due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers.

We also provide entry level on-board navigation through LG, a tier-one supplier for the Opel and Vauxhall line of vehicles, for the European market. We expect our solution to be available in select vehicles for model years 2021 to 2022.

In August 2017, Daimler AG, or Mercedes, selected Telenav’s enhanced OpenStreetMap, or OSM, platform and navigation SDK to power its Mercedes-Benz COMAND TOUCH® Rear Seat Entertainment system throughout the world. In May 2019, we announced that our solution would provide fully interactive mapping for rear seat entertainment and would be launched as optional equipment on the current Mercedes E-class and S-class models.

We also have an agreement to offer our on-board navigation solution in select Jeep and Chrysler vehicles in the China market through Panasonic. Our on-board navigation solution was initially included in the 2018 Jeep Grand Cherokee, which had its China launch in August 2017, and is now included in other Jeep Cherokee and Compass models in China.

Going forward, we anticipate more automobile manufacturers and tier ones will offer our hybrid navigation solutions with up-to-date data such as traffic, fuel prices, maps and points of interest, or POIs, to deliver an enhanced user experience. In addition, as the market transitions to cars that are “always connected,” we expect our product and service offerings to become more personalized, safer and seamlessly integrated with other functions in the infotainment system, resulting in a better overall user experience.

Platform and architecture

We design our automotive navigation product architecture with flexibility in mind such that we may deliver custom solutions efficiently, to meet the unique requirements of automobile manufacturers and tier ones. We have created and continue to enhance our reference navigation product, VIVID Nav, which serves as the foundation for our custom solutions and allows us to show automobile manufacturers our latest on-board, brought-in and hybrid navigation capabilities. VIVID Nav is a turnkey cloud-connected navigation solution for automobile manufacturers that want to get to market quickly and cost effectively with little customization. For manufacturers that want to offer a more tailored experience, we offer the VIVID Nav SDK which allows them to create bespoke navigation applications in their IVI systems. VIVID Nav also comes with a companion app SDK for manufacturers to offer a mobile companion app. We have developed proprietary technologies to provide both hybrid (on-board) and smartphone-based, brought-in mapping and navigation services. Our hybrid navigation products include a broad set of services including local search for addresses and business, converting addresses to latitude and longitude coordinates known as geocoding, routing, map rendering, traffic decoding and processing, multi-level map matching, map updates, navigation and guidance. We have also developed customized technology to improve the quality of speech recognition for address and POI searches.

Our cloud location-based services platform includes our engines for routing, mapping, local search, voice recognition, geo data aggregation, traffic, personalization, and sensor processing. We leverage our existing back-end cloud technologies for deployment to automobile manufacturer and tier-one applications.

Our proprietary location-based services platform provides fast route and map generation while optimizing the route based on real-time traffic conditions. It also includes a local search technology so users can find addresses and POIs easily, to which users can then be routed. Because our proprietary platform uses computing resources efficiently, we are able to scale our servers economically for our automotive solutions.

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Our back-end cloud services allow us to deliver up-to-date, location-based data and services to support our on-board navigation technologies. Our platform is designed to be content agnostic and offers the flexibility to use various data providers for maps, POIs, traffic and other content for location-based services. This enables the automobile manufacturer or tier ones to offer best-of-breed content, including by region, to delight their drivers. It also allows more competitive content pricing by offering the automobile manufacturer or tier ones the option of seeking bids from more than one content provider. We have expanded our navigation offering to add Advanced Driver Assistance Systems, or ADAS, capabilities. Our initial ADAS feature, called e-horizon, predicts the path of the user and extracts relevant map attributes to tell the vehicle about upcoming road characteristics such as curvature and elevation. The vehicle may then use this information to alert the driver of unsafe conditions, actuate the car and also improve fuel economy.

Our OpenTerra Platform includes a range of OSM capabilities that allow us to use crowd-sourced maps for more advanced navigation services. We first deployed OSM as part of our Toyota Entune Audio Plus and Lexus Display Audio multimedia products. We continue to develop the OpenTerra Platform and our OSM mapping technologies. We entered into an agreement with Grab Holdings, Inc., which, collectively with certain of its affiliates, we refer to as Grab, in August 2019 whereby we licensed to Grab certain intellectual property underlying our OpenTerra Platform. We also received a license back from Grab under certain intellectual property. We may explore similar agreements with third parties to monetize and further develop the OpenTerra platform.

Infrastructure and operations

Automotive Navigation

Our end users rely on our services primarily while on the road. As a result, we strive to ensure the continuous availability of our services through our high-quality hosting platform and operational excellence.

Data center facilities. We developed our infrastructure with the goal of maximizing the availability of our applications, which are hosted by Amazon Web Services, or AWS, with facilities located in California, Oregon, Virginia, Germany, Ireland and South Korea.

We entered into hosted service agreements with AWS for primary resource capacity and disaster recovery capacity. Pursuant to the service agreements, AWS provides leased facility space, power, cooling and Internet connectivity.

We have similar arrangements with Alibaba Group Holding Limited’s cloud computing business unit, Alibaba Cloud, to provide hosting services for our location services in China.

Research and development

Our research and development organization is responsible for the design, development and testing of our services and products. Our engineering team has deep expertise and experience in in-car embedded software, in-vehicle U.S. design, mobile software, location technologies and cloud services and we have a number of personnel with longstanding experience with location services applications and scaling hosted service models.

We currently focus our research and development efforts on:


•	timely execution and delivery of contracted customer solutions;


•	enhancing our unified platform that enables more efficient deployment of our solutions across multiple customers and programs;


•	improving and expanding features, functionality and performance of our existing services;


•	creating new applications, services and functionality for vehicles and mobile phones;


•	developing key technology and content to reduce third party costs; and


•	building features and functionality that allow OSM to be enhanced.

Our development strategy is to identify features, services and products that are, or we expect to be, needed or desired by end users and provide our customers with a means to differentiate themselves against their competitors.

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As of June 30, 2020, our research and development team consisted of 596 people, 126 of whom were located in Santa Clara, California and 470 of whom were located in Cluj, Romania; Shanghai and Xi'an, China; Berlin, Germany; and Incheon, South Korea. Our U.S., China and Romanian research and development teams function together to provide service and product development for our automotive customers. Our research and development expenses were $79.9 million, $78.6 million and $79.3 million for fiscal 2018, 2019 and 2020, respectively.

Marketing and sales

Automotive Navigation

We employ a sales team that focuses on targeted customers and responds to requests from automobile manufacturers and tier ones for proposals and related sales opportunities.

The development and sales cycle for automotive navigation products and services is long. The automotive sales cycle is consultative and requires direct and continuous engagement with the customer to succeed in securing a design win. A typical sales cycle is 12 to 18 months long. Often the automobile manufacturer uses the sales process to help it to define the ultimate product that it chooses to deliver to its end users. Generally, design wins for vehicles are awarded 24 to 36 months prior to the anticipated model year launch of the vehicle, as it takes this much time to develop and integrate the software and cloud services. Once we launch services with an automobile manufacturer, our application and services are typically bundled with vehicles for multiple years.

Customers

We derive revenue primarily from automobile manufacturers and tier ones whose vehicles contain our proprietary software and are able to access our navigation services. To a lesser extent, we have legacy relationships with wireless carrier customers to provide mobile navigation services to their subscribers through mobile phones.

We generate revenue from automobile manufacturers and tier ones for delivery of customized software and royalties from the distribution of this customized software for on-board and hybrid automotive navigation solutions. In addition, we earn royalties from brought-in navigation services for vehicle applications powered by our location-based services platform. We typically enter into long term supply arrangements with our automotive customers to provide our solutions across multiple car models in multiple regions around the world.

Our revenue from customers located in the United States comprised 89%, 80% and 73% of our total revenue for fiscal 2018, 2019 and 2020, respectively.

We are substantially dependent on Ford and GM for our billings and revenue. In fiscal 2018, 2019 and 2020, Ford represented 76%, 62% and 44% of our revenue, respectively, and 74%, 54% and 44% of billings, respectively. In fiscal 2018, GM represented less than 10% of our revenue and billings, while in fiscal 2019 and 2020, GM represented 20% and 34% of our revenue, respectively, and 21% and 33% of billings, respectively. We expect Ford and GM to represent a significant portion of our revenue and billings for the foreseeable future.

Ford

Our contract with Ford covers a broad range of navigation products and services, with primary focus on Ford’s North America and Europe production. Our agreement with Ford currently extends to December 31, 2033, which term may be earlier terminated or further extended at Ford’s option subject to certain conditions.

We are the preferred provider during the agreement's term for on-board navigation integrated with Ford's SYNC 2 and SYNC 3 platforms. We have also entered into amendments with Ford such that Ford Europe and Ford Australia and New Zealand also provide a map update program under which Ford owners with SYNC 2 until 2023, with respect to Australia and New Zealand only, or SYNC 3 in all geographies where we provide SYNC 3 products are eligible to receive annual map updates through the contractual period ending on December 31, 2033.

Our agreement with Ford relating to navigation solutions integrated with Ford's SYNC 2 and SYNC 3 platforms allows for renewals for successive 12-month periods if either party provides notice of renewal at least 45 days prior to the expiration of the applicable term, and the other party agrees to such renewal.

We have entered into a contract with Ford to develop navigation products and services integrated with Ford’s SYNC 4 platform for distribution to the North American markets for new vehicles through Ford's model year 2022. We anticipate

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production of SYNC 4 in Ford vehicles will begin in Fall 2020 and that service and warranty obligations under the contract will continue until December 31, 2029.

Our contract with GM includes the provision of our on-board, hybrid, and brought-in navigation solutions across a wide assortment of GM vehicles. Our mobile navigation SDK powers GM’s branded mobile and web-based applications and is covered under a services agreement that was entered into June 13, 2014 and extends to December 31, 2020. Our on-board and hybrid navigation solutions for GM are covered under a product and services agreement that became effective February 1, 2017, and which extends through December 31, 2026 and GM's model year 2025. In January 2020, the agreement was extended to provide services to subscribers until June 30, 2031. In April 2020, we also entered into a related agreement with GM wherein we agreed to provide certain service-based deliverables and further enhance the customized software for additional consideration, which we currently understand GM will use in certain of its model year 2021 and later vehicles. As part of the agreement, we also resolved an open matter with GM relating to potential future adjustments by GM to its demand or purchase forecasts.

Our hybrid navigation solutions are available globally on select model GM vehicles, with primary markets including North America, Korea and South America, and in China with Shanghai-GM, or SGM. Our on-board navigation solutions are available on select model Opel vehicles through model year 2024. Under our agreements with GM, we are obligated to provide our navigation products and services for additional models and regions through model year 2025.

Intellectual property

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection and the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving. Furthermore, effective patent, trademark, copyright and trade secret protection may not be available in every country in which our services and products are available.

We seek to patent key concepts, components, protocols, processes and other inventions. As of June 30, 2020, we held 181 U.S. patents expiring between April 11, 2020 and August 23, 2038, and we have 37 U.S. patent applications pending. These patents and patent applications may relate to features and functions of our services and the technology platforms we use to provide them. We have filed, and will continue to file, patent applications in the United States and other countries where there exists a strategic technological or business reason to do so. Any future patents issued to us may be challenged, invalidated or circumvented. Any patents that may issue in the future with respect to pending or future patent applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.

We endeavor to enter into agreements with our employees and contractors and with parties with which we do business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or that infringe our intellectual property. The enforcement of our intellectual property rights also depends on the success of our legal actions against these infringers, but these actions may not be successful, even when our rights have been infringed.

We also enter into various types of licensing agreements to obtain access to technology or data that we utilize in connection with our navigation services. Our contracts with certain licensors include minimum guaranteed royalty payments, which are payable regardless of the ultimate volume of revenue derived from the number of paying end users. Our most important agreements are with the providers of maps pursuant to which we generally pay a monthly fee per end user or copy or a per transaction fee. We obtain map data from HERE North America, LLC, or HERE, pursuant to a master data license agreement dated December 1, 2002. HERE is principally owned by a consortium consisting of Audi AG, or Audi, BMW AG, or BMW, and Mercedes. Our agreement with HERE automatically renews under its existing terms for successive one year periods unless either party provides notice of non-renewal at least 180 days prior to the expiration of the applicable term. In addition, we have entered into separate territory license agreements with HERE under which we are licensed to use certain map data for particular programs with certain of our current automotive customers to fulfill their requirements. The term of these territory licenses with HERE vary based on the customer and program, and can be extended for additional periods. Our agreement with HERE also allows a party to terminate the agreement if the other party materially breaches its obligations and fails to cure such breach.

In addition, we obtain other data such as map, weather updates, gas prices, POI and traffic information from additional providers.

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Competition and customer concentration

The markets for development, distribution and sale of location services are highly competitive. Many of our competitors have greater name recognition, larger customer bases, more experience in the development of digital content and access to content partners, and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do.

We compete in the navigation software market with established automobile manufacturers and tier ones and providers of on-board navigation services such as AISIN AW CO., Ltd, or AISIN, AutoNavi Software Co., Ltd., or AutoNavi, Robert Bosch GmbH, or Bosch, Elektrobit Corporation, or Elektrobit, Garmin Ltd., or Garmin, HERE, MapBox Inc., Navinfo Co., Ltd., or Navinfo, NNG LLC, or NNG, Shenyang MXNavi Co., Ltd., or MXNavi, and TomTom North America, Inc., or TomTom, as well as other competitors such as Apple and Google.

More broadly in the infotainment and connected car services market, our competition is increasingly weighted towards the tech giants, such as Google and Apple. Both have smartphone-based offerings - Google with Android Auto and Apple with CarPlay. These smartphone-based solutions are currently providing consumers with an alternative to embedded or built-in systems and services. However, brought-in solutions have disadvantages compared to built-in solutions, in that brought-in solutions are not seamlessly integrated into the vehicle.

With a smartphone-based solution, applications like navigation, commerce, streaming media player, car controls and voice assistance are not as integrated with the vehicle’s native functions and physical interfaces. For example, simply connecting a smartphone to the vehicle system with wired or wireless options is often problematic and unreliable and can be frustrating to the end user. Beyond simply connecting to the applications from brought-in devices, other issues persist such as not having an adaptive, purpose-built design for individual vehicle makes and models with their unique array of car control features that have to be accommodated. In many instances, access in the near-term to vehicle sensor data, such as fuel or battery levels, seat occupancy and precise orientation of the vehicle, may not be available, limiting the user's personal experience and integration with the actual driving experience.

Google currently provides an embedded offering called GAS, which has been increasingly focused on the automotive industry and expanding its presence with major OEM partners. For example, GM announced in September 2019 that it will begin offering vehicles with GAS beginning with GM’s model year 2022. Other OEM partners, such as Ford and others, may actively consider transitioning toward embedded and smart-phone offerings from Google and Apple with future model years, which would also align with end user expectations to extend to the car in-home and mobile infotainment and commerce platforms. However, with respect to the embedded GAS offering, we nonetheless see competitive advantages and opportunities to differentiate our offerings compared to GAS.


•	Telenav provides OEMs outright and shared ownership of all data;


•	Telenav’s solutions are cross-OS and support QNX, Linux and Android;


•	Telenav is voice assistant-agnostic;


•	Hardware requirements to support feature sets can impose significant cost burdens on OEMs and can limit implementation across an OEM's full product line; Telenav has been successful optimizing solutions for a wide range of hardware platforms, from luxury to low-end and mid-tier car markets (which make up the bulk of the volume of vehicles currently sold); and


•	OEMs may be concerned they risk being disintermediated from their customers and the monetization opportunity from end user services for OEMs could be severely limited when they allow Google to be the connected digital interface; Telenav works in concert with OEMs to enhance monetization and opportunities from end-user services and help expand potential revenue streams.

Competition in our markets is based primarily on pricing and performance, including features, functions, reliability, flexibility, scalability and interoperability; automobile manufacturer and tier-one relationships; technological expertise, capabilities and innovation; price of services and products and total cost of ownership; brand recognition; and size and financial stability of operations. We believe we currently compete favorably with respect to these factors based upon the performance, reliability and breadth of our services and products and our technical experience.

Some of our competitors and potential competitors enjoy advantages over us, either globally or in particular geographic markets, including with respect to the following:

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•	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 or tier-one relationships;


•	more financial flexibility and experience to make acquisitions;


•	lower labor and development costs; and


•	broader global distribution and presence.

Our competitors’ and potential competitors’ advantages over us could make it more difficult for us to sell our navigation services, and could result in increased pricing pressures, reduced profit margins, increased sales and marketing expenses and failure to increase, or even the loss of, market share or expected market share, any of which would likely cause harm to our business, operating results and financial condition. In addition, we substantially depend on GM and Ford for our current revenue, which in fiscal 2020 represented together approximately 78% of our total revenue. We expect this revenue concentration to continue for the near-term. GM announced in September 2019, that it will begin offering vehicles with GAS effective with model year 2022. If Ford were similarly to transition toward another third-party offering, such as an offering provided by GAS, Amazon, Apple or others, this would significantly impact our revenue in future years. For this reason, part of our strategy is to diversify and expand our OEM partnerships, including through strategic investments in both established as well as early stage connected vehicle technology companies. We believe this will enhance our ability to scale our core business faster as well as identify and incorporate innovative technologies and business models that we can then offer to OEM partners. We expect to continue to devote additional resources and attention to this strategy in fiscal 2021.

Employees

As of June 30, 2020, we employed 696 people, including 596 in research and development, 20 in sales and marketing, 17 in customer support, data center operations, and advertising operations, and 63 in a general and administrative capacity. As of that date, we had 175 employees in the United States, 293 in China, 210 in Romania, 10 in Germany, five in South Korea and three in Japan. We also engage a number of temporary employees and consultants. As of June 30, 2020, none of our employees were represented by a labor union or was a party to a collective bargaining agreement.

Information about our Executive Officers

We set forth in the following table the names, ages (as of July 31, 2020) and positions of our executive officers:



Name	Age	Position
Dr. HP Jin	56	President, Chief Executive Officer and Chairman of the Board of Directors
Adeel Manzoor	45	Chief Financial Officer and Treasurer
Salman Dhanani	47	Chief Operating Officer
Steve Debenham	58	Vice President, General Counsel and Secretary
Hassan Wahla	48	Chief Customer Officer

Dr. HP Jin is a cofounder of our company and has served as our president and a member of our board of directors since October 1999. Dr. Jin has also served as our chief executive officer and chairman of our board of directors from October 1999 to May 2001 and since December 2001. Prior to Telenav, Dr. Jin served as a senior strategy consultant at the McKenna Group, a strategy consulting firm. Prior to that time, Dr. Jin was a business strategy and management consultant at McKinsey & Company, a management consulting firm. Dr. Jin was also previously a technical director at Loral Integrated Navigation

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Communication Satellite Systems, or LINCSS, a division of Loral Space & Communications, Inc., a GPS service and engineering company. Dr. Jin holds a B.S. and M.S. in Mechanical Engineering from Harbin Institute of Technology in China and a Ph.D. in Guidance, Navigation and Control, with a Ph.D. minor in Electrical Engineering, from Stanford University.

Adeel Manzoor has served as our chief financial officer and treasurer since July 2019. From November 2016 to June 2019, Mr. Manzoor served as Vice President and Controller of the Storage, Big Data and Value Compute business unit at HPE. He also served as Vice President and Controller of the Converged Infrastructure business unit at HPE from August 2015 to November 2016. Previously, Mr. Manzoor served as Director of Strategy and Planning at HP from June 2014 to August 2015 and Director of Investor Relations at HP from September 2012 to June 2014. Prior to joining HP, Mr. Manzoor was an auditor at Ernst and Young LLP. Mr. Manzoor holds a degree in Business/Commerce from the University of the Punjab, an MBA from the Asian Institute of Technology and an MS, Accounting and Finance from New Mexico State University.

Salman Dhanani is a cofounder of our company and has served as our chief operating officer since February 2020. Mr. Dhanani previously served as co-president of our automotive business unit from January 2014 to February 2020. as our vice president, growth strategy and partnerships from July 2012 to January 2014, as our vice president, products from August 2010 to July 2012 and as our vice president, products and marketing from August 2009 to August 2010. Mr. Dhanani served as our executive director of marketing from March 2009 to July 2009 and as our senior director of marketing from November 1999 to February 2009. From January 1999 to November 1999, Mr. Dhanani served as a consultant at the McKenna Group, a strategy consulting firm. From July 1996 to December 1998, Mr. Dhanani served as an application engineer at Schlumberger Ltd., a technology consulting services company. Mr. Dhanani holds a B.S. in Electrical Engineering from the University of Washington.

Steve Debenham has served as our vice president, general counsel and secretary since August 2019. Prior to joining Telenav, Mr. Debenham served as vice president, general counsel and corporate secretary of Aerohive Networks, Inc. from January 2013 to August 2019. Previously, Mr. Debenham served in senior leadership roles at various other technology companies, including: vice president corporate development, general counsel and secretary of Silicor Materials Inc. from August 2010 to January 2013; senior vice president, general counsel and secretary of Asyst Technologies, Inc. from September 2003 to September 2009; and senior vice president, general counsel and secretary of Harris myCFO Inc. from May 2000 to June 2003. Mr. Debenham began his legal career with the law firm of Jackson Tufts Cole & Black, LLP, where he was a partner practicing intellectual property litigation. Mr. Debenham holds an A.B. in History from Stanford University and a J.D. from the University of California, Hastings College of the Law.

Hassan Wahla has served as our chief customer officer since February 2020. Mr. Wahla previously served as co-president of our automotive business unit from January 2014 to February 2020, as our vice president, business development and carrier sales from August 2009 to January 2014 and as our executive director of business development from May 2005 to August 2009. From April 2003 to May 2005, Mr. Wahla served as a senior product manager at Nextel Communications, a wireless communications company that merged with Sprint Corporation, or Sprint. From February 2002 to April 2003, Mr. Wahla served as vice president of business development of Wireless Multimedia Solutions, a privately held wireless software platform company. From September 1999 to February 2002, Mr. Wahla served as director of business development at MicroStrategy, Inc., a business intelligence software company. Prior to that time, Mr. Wahla served as a senior consultant at Maritime Power, a maritime equipment company. Mr. Wahla holds a B.S. in Industrial Engineering from Virginia Tech, an M.S. in Management from Stevens Institute of Technology and a Masters of International Affairs from Columbia University.

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ITEM 1A.	RISK FACTORS

We operate in a rapidly changing environment that involves numerous uncertainties and risks. The following risks and uncertainties may have a material and adverse effect on our business, financial condition or results of operations. In addition, the impact of COVID-19 and any worsening of the economic environment may exacerbate the risks described below, any of which could have a material impact on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently. You should consider these risks and uncertainties carefully, together with all of the other information included or incorporated by reference in this Form 10-K. If any of the risks or uncertainties we face were to occur, our business, financial condition, operating results, and prospects could be materially harmed. In that event, the price of our common stock could decline, and you may lose all or part of your investment.

Risks related to our business

We face significant risks related to the COVID-19 pandemic and related economic recession, which we expect to continue, and which could significantly disrupt our operations and have a material adverse effect on our results of operations and financial condition.

Our business will be adversely impacted by the effects of the COVID-19 pandemic and related economic recession resulting from a cessation of business activities, which could continue for an extended period.

The COVID-19 pandemic and related adverse public health developments have caused and will continue to cause disruption to our business operations resulting from shelter-at-home orders, quarantines, self-isolations, or other movement restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments. For example, our automotive manufacturer partners closed manufacturing plants in response to the COVID-19 pandemic and only recently began to re-open production in North America and Europe. Because we receive revenue when new vehicles are manufactured, our revenue from these plant shutdowns has been negatively affected by the cessation of manufacturing operations, and will continue to be until operations resume full capacity. In addition, public health problems resulting from the COVID-19 pandemic and precautionary measures instituted by governments and businesses to mitigate its spread, including travel restrictions and quarantines, have contributed to a general, significant and continuing downturn in the global economy, which has had a direct impact on the demand for our products and on our operating results. The COVID-19 pandemic has also caused significant volatility in financial markets, including the market price of our stock and has raised the prospect of an extended global recession. We anticipate that the economic recession likely to result from the COVID-19 pandemic and related unemployment will substantially weaken demand for new vehicles and, as a result, our revenue may be substantially negatively affected.

Our revenue and prospects for continued business directly depend upon the volume of new vehicles being produced by our automobile manufacture partners and program development for new vehicles by prospective customers. The COVID-19 pandemic, related adverse public health developments and prospects for a global recession have directly impacted the businesses of our automobile manufacturer partners, such as GM, Ford and Toyota, including resulting from shelter-in-place orders and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures and other travel or health-related restrictions. The previous shutdowns and gradual resumption of manufacturing operations by Ford, GM and our other automobile manufacturer partners will decrease our revenue, operating results, financial condition and cash flows while such shutdowns continue and until the automobile manufacturers partners resume full production levels. Should these conditions continue, they would also negatively impact our ability to maintain cash balances to support our operations and future investments. For example, in our fourth fiscal quarter ended June 30, 2020, our cash used in operating activities was $14.4 million.

In addition, we cannot assure that any decrease in our revenue while these shutdowns continue will be offset by increased revenue in subsequent periods as our OEM partners resume vehicle production as high levels of unemployment and a likely economic recession are anticipated to weaken demand for new vehicles. Should these conditions continue, they would also negatively impact our ability to maintain cash balances to support our operations and future investments. We cannot predict when that may occur, and at what level our automobile manufacturer customers may resume production. Once production does resume, it is likely that for an extended period the production rate will be substantially below maximum production or levels which preceded the COVID-19 shutdown. While we maintain what we believe are sufficient cash balances to support our operations, we believe such periods of cash usage in our operations could continue for the near-to-mid-term, and until our automobile manufacturer partners resume full production.

We rely on production forecasts from our automobile manufacturer partners to forecast our revenue for future periods and make decisions regarding the expenses we incur. We anticipate that our automobile manufacturer partner forecasts may be revised substantially and may be less reliable for longer periods. As a result, we may not be able to provide guidance for future

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periods with any level of certainty and we may be unable to adjust our spending in a timely manner if production forecasts upon which we base our revenue forecasts are not as reliable as they have been historically.

Changes in our operations in response to the COVID-19 pandemic or resulting employee illnesses may also result in inefficiencies or delays, including in sales and product development efforts and additional costs related to business continuity initiatives, that we may not be able fully to mitigate, whether through succession planning, improved management, employees working remotely or teleconferencing technologies. In addition, a substantial part of our workforce is outside of the United States in jurisdictions where our ability to terminate or furlough employees without pay may be limited or subject to complex and costly processes. Therefore, if we determine that we need to reduce costs by terminating or furloughing personnel in these jurisdictions, our ability to do so in a timely and cost-effective manner may be limited.

Although the magnitude of the impact of the COVID-19 pandemic on our business and operations remains uncertain, the continued spread and/or a prolonged economic downturn will likely reduce demand for our products and services. In addition, as a result of the COVID-19 pandemic, we have seen automobile OEMs cancel or delay programs that would have included our products and services. While we cannot reasonably estimate the full extent and impact of the pandemic, we currently believe it will in the short-run and may over the longer term materially and adversely affect our consolidated business, results of operations and financial condition.

We incurred losses in each period from fiscal 2015 through our first quarter of fiscal 2020. Although we were profitable for part of fiscal 2020, we may incur additional losses in fiscal 2021, and we cannot predict when, or if, we will return to consistent profitability.

As a percentage of revenue, our net loss was 0%, 17% and 21% in fiscal 2020, 2019 and 2018, respectively. We may be unable to generate sufficient revenue to return Telenav to profitability in the short-term, if at all.

We may incur additional net operating losses during fiscal 2021. We face many uncertainties and we expect to see continued impact from the COVID-19 pandemic. Our revenue, like most, if not all, automotive-related businesses, depends upon the volume of new vehicles being produced. The previous shutdowns and gradual resumption of manufacturing operations by Ford, GM and other automobile manufacturer partners will negatively impact our revenue and operating results, perhaps significantly, while they continue and until they resume production. The high levels of unemployment and anticipated economic recession resulting from the COVID-19 pandemic are also likely to result in weak demand for new vehicles. If so, our revenue and operating results may be negatively affected for a sustained period.

We also expect that we may incur net operating losses due to the costs we expect to incur prior to generating revenue in connection with new automotive navigation products and services that will not be integrated into production vehicles for several years, if at all. The time required to develop, test and deploy products between the time we secure the award of a new contract with any automobile manufacturer or tier one, and the timing of revenue thereunder, as well as a substantial required upfront investment in research and development resources prior to entering into contracts with automobile manufacturers and tier ones, will continue to contribute to these losses. We also expect to continue to experience pressure on pricing in our negotiations with automobile manufacturers and tier ones as we enter into negotiations for contract renewals or new products where we are competing with larger suppliers that are competing on price, rather than features, or for vehicles where customers are price sensitive regarding navigation solutions or where the automobile manufacturer is offering or is considering brought-in solutions such as Apple’s CarPlay or Google’s Android Auto.

Our efforts to develop new services and products and attract new customers require investments in anticipation of longer-term revenue. For example, the design cycle for automotive navigation products and services is typically 18 to 24 months, and in order to win designs and achieve revenue from this growth area, we typically have to make investments two to four years before we anticipate receiving revenue, if any. This is the case for our current relationships with GM and Ford. In addition, the revenue we may receive at initial launch may not be significant depending on the automobile manufacturer’s or tier one’s launch timing schedule across vehicle models and regions. For example, although our hybrid product with GM launched in February 2017, it only launched in select vehicle models and we do not have any control over when and whether it launches in other GM models. In addition, GM announced in September 2019 that effective in 2021 (model year 2022), it will begin offering vehicles with Google Auto Services, or GAS. The relationship GM announced with GAS may reduce the number of new GM models and vehicles in which our products and services are provided over the remaining term of our agreements with GM. Our contract with Ford covers a broad range of products and services, including navigation solutions for Ford in North America for new vehicles through Ford’s model year 2022. Garmin announced in January 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. The relationship Garmin announced with Ford and any transition to a different platform adopted by Ford may reduce the number of new Ford models and vehicles in which our products and services are provided. Although we recently entered into a series of

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agreements with Grab with respect to the intellectual property underlying our OpenTerra Platform, we cannot provide any assurance that we will be able to enter into other arrangements for our OSM mapping technologies in the future.

We are required to recognize certain automotive revenue over time if there are contractual service periods or other obligations to fulfill, such as specified contractual deliverables. Certain contractual service periods or other obligations currently extend up to eight years. We also intend to make additional investments in systems and continue to expand our operations to support diversification of our business. As a result of these factors, we believe we may incur a net loss during fiscal 2021, and we cannot predict when, or if, we will return to consistent profitability. Our investments and expenditures may not result in the growth that we anticipate.

Our quarterly revenue and operating results have fluctuated in the past and may fluctuate in the future due to a number of factors. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

Our quarterly revenue and operating results may vary significantly in the future. Therefore, you should not rely on the results achieved in any one quarter as an indication of future performance and period-to-period comparisons of our revenue and operating results may not be meaningful. Our quarterly results of operations may fluctuate as a result of a variety of factors, including, but not limited to, those listed below, many of which are outside of our control:


•	the prior decisions by GM, Ford and other OEM manufacturers, to suspend vehicle production, uncertainty about the pace of resumed production, and the production levels they may return to in the foreseeable future resulting from weakened demand resulting from the economic recession associated with the COVID-19 pandemic;


•	the ability of automobile manufacturers to sell automobiles equipped with our products;


•	GM's decision, announced on September 5, 2019, to utilize the GAS offering and perhaps similar decisions of other automobile manufacturers and partners, such as Ford, to utilize other third-party offerings, such as offerings provided by GAS, Amazon, Apple or others, 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;


•	our ability to define and implement effective review controls over unusual or non-recurring and significant transactions, and timely identify and assess the accounting implications of terms in such unusual or non-recurring agreements;


•	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 stoppage affecting our automobile manufacturer customers and their partners, such as the labor stoppage announced by GM workers in September 2019, which reduced 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, including due to disruptions at facilities of suppliers of essential components;


•	the potential disruption as a result of the 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;

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•	investments 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;


•	an outbreak of a contagious disease, similar to the COVID-19 outbreak, which may cause us or our customers to temporarily suspend our or their operations in the affected city or country, including China;


•	the impact of tariffs and other trade negotiations on vehicle sales 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.

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Fluctuations in our quarterly operating results might lead analysts and investors to change their models for valuing our common stock. As a result, our stock price could decline significantly and we could face costly securities class action lawsuits or other unanticipated issues.

We are dependent on Ford and GM for a substantial portion of our billings and revenue, and our business, financial condition and results of operations will be harmed if our billings and revenue from Ford and GM do not continue to grow or if they decline.

Ford represented approximately 44%, 62% and 76% of our revenue and 44%, 54% and 74% of our billings in fiscal 2020, 2019 and 2018, respectively. GM represented approximately 34%, 20% and less than 10% of our revenue and 33%, 21% and less than 10% of our billings in fiscal 2020, 2019 and 2018, respectively. During the second half of fiscal 2020, we experienced a decline in billings to Ford due to Ford’s plant closures in response to the COVID-19 pandemic. Despite the decrease in Ford’s billings, we expect that Ford, GM, other automobile manufacturers and tier ones will account, at least in the near-term, for an increasing percentage of our revenue and billings, as our revenue and billings from paid wireless carrier provided navigation continues to decline. Our total revenue and billings could also potentially decline if Ford or GM increases the cost to consumers of our navigation products, reduces the number of vehicles or the geographies in which vehicles with our products as an option are sold, if their sales of vehicles fall below forecast, or if they determine to offer on their vehicles third-party platforms or solutions in place of ours. For example, GM announced on September 5, 2019 that it intended to utilize GAS solutions on certain models beginning with GM’s model year 2022. The relationship GM announced with GAS may reduce the number of new GM models and vehicles in which our products and services are provided over the remaining term of our agreements with GM. Garmin announced on January 7, 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. The relationship Garmin announced with Ford may reduce the number of new Ford models and vehicles in which our products and services are provided. Work stoppages, such as GM announced in September 2019, global macro-economic conditions or other factors could also cause automobile manufacturer and tier ones to reduce their production of vehicles in which our products and services are incorporated and our revenues, as a result. Ford offers Apple’s CarPlay and Google’s Android Auto on its vehicles in North America equipped with its SYNC 3 platform and announced that Waze is available on its vehicles equipped with the SYNC 3 platform, which may reduce the number of vehicle purchasers who purchase built-in navigation services. GM also offers Apple’s CarPlay and Google’s Android Auto on most of its vehicles in North America and its announcement regarding GAS commencing in model year 2022 may result in a larger proportion of GM vehicles being sold without our products and services. If another OEM partner, in particular Ford, were similarly to announce a transition toward another third-party offering, such as an offering provided by GAS, Amazon, Apple or others, this would significantly impact our revenue in future years. Moreover, Ford and GM have announced their intention to modify their North American passenger car portfolio strategies and have begun phasing out certain car models, and they recently indicated that they are also considering changes in their respective European portfolio strategies. This could lead to a significant reduction in the sales of vehicles with our products as an option. We may not be able to mitigate the effect of any lost billings and revenue and our business, financial condition, results of operations and prospects could be materially adversely affected, our stock price could be volatile, and it may be difficult for us to achieve and maintain profitability.

We cannot predict the impact on our revenue, billings, and gross profit of any changes between the automobile manufacturers and the map or other content providers. For example, a substantial portion of our revenue and billings and, to a lesser extent, gross profit from Ford is impacted by the underlying licensed content cost negotiated through HERE and other content providers.

Our contract with GM includes the provision of our on-board, hybrid, and brought-in navigation solutions across a wide assortment of GM vehicles. Our mobile navigation SDK powers GM’s branded mobile and web-based applications and is covered under a services agreement that was entered into June 13, 2014 and extends to December 31, 2020. Our on-board and hybrid navigation solutions for GM are covered under a product and services agreement that became effective February 1, 2017. These solutions began shipping in a limited number of vehicles beginning with model year 2017 and are gradually expanding across additional regions and models. In May 2017, additional vehicles through model year 2025 were added to this products and services agreement, and in January 2020 the agreement was extended to provide services to subscribers until June 30, 2031. In April 2020, we entered a related agreement with GM wherein we agreed to provide certain service-based deliverables and further enhance the customized software for additional consideration, which we currently understand GM will use in certain of its model year 2021 and later vehicles. As part of the agreement, we also resolved an open matter with GM relating to potential future adjustments by GM to its demand or purchase forecasts. However, our contract with GM does not assure us of minimum order quantities, overall or during any period and GM may terminate the agreement at its convenience.

We have limited experience managing, supporting and retaining automobile manufacturers and tier ones as customers, including in competition with larger and better-financed competitors, such as Google and Apple, who can leverage their

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technology and market access to increase market share with our OEM partners. If we are not able to maintain Ford and GM as customers our revenue will decline significantly.

The success of our automotive navigation products may be affected by the number of vehicle models offered with our navigation solutions, as well as overall demand for new vehicles.

Our ability to succeed long term in the automotive industry depends on our ability to expand the number of models offered with our navigation solutions by our current automobile manufacturer customers. We are also dependent upon our ability to attract new automobile manufacturers and tier ones. For automobile manufacturers with whom we have established relationships, such as Ford and GM, our success depends on continued production and sale of new vehicles offered with, and adoption by end users of, our products when our product is not a standard feature. Our on-board and hybrid solutions may not satisfy automobile manufacturers’ or end customers’ expectations for those solutions. If automobile manufacturers and tier ones do not believe that our services meet their customers’ needs, our products and services may not be designed into future model year vehicles. As we move forward, our existing automobile manufacturers and tier ones may not include our solutions in future year vehicles or territories, which would negatively affect our revenue from these products. Production and sale of new vehicles are subject to delay due to forces outside of our control, such as natural disasters, pandemics, parts shortages and work stoppages, as well as general economic conditions. For example, in March 2020, Ford and GM ceased production in the United States and Europe due to the COVID-19 pandemic and related shelter-in-place orders, and have not yet returned to full production. In addition, we have seen automobile OEMs cancel or delay programs that we expected would include our products and services.

If we fail to comply with our automobile manufacturer and tier one contracts, our business, financial condition and results of operations could suffer.

Our contracts with our automobile manufacturer and tier one customers include increasingly specialized, complex and strict performance requirements. We have experienced and may continue to experience increased challenges in achieving certain milestones under our contracts with our automobile manufacturer and tier one customers, such as Ford and GM, our largest OEM customers, as well as other tier one customers, and may not be able to demonstrate those milestones on a timely basis or otherwise as required under our agreements. This could cause our automobile manufacturers, such as Ford and GM, and other tier-one customers to reduce their level of business with us or to utilize third-party platforms or solutions in place of ours in future model years. In addition, our automobile manufacturer and tier one customers regularly evaluate our capabilities against those of our competitors and may even engage one or more of our competitors as a dual source supplier. Any failure by us to timely perform under our automobile manufacturer and tier one contracts could at any time result in the termination of those contracts, the awarding of work to one or more of our competitors, or other adverse actions. Further, any negative publicity related to our automobile manufacturer or tier one contracts or any proceedings surrounding them, regardless of its accuracy, may damage our business by affecting our ability to compete for new contracts. If one of our automobile manufacturer or tier one contracts is terminated, or if our ability to compete for new contracts is adversely affected, our business, reputation, financial condition and results of operations could suffer.

Our automotive revenue and earnings could fluctuate due to the complexities of revenue recognition and capitalization of expenses related to customized products.

We adopted ASC 606, Revenue from Contracts with Customers, effective July 1, 2018, utilizing the full retrospective transition method. Under this accounting methodology: royalty amounts earned are bifurcated when there exist various underlying obligations; revenue is recognized upon fulfillment of the underlying obligation; and such obligations related to earned royalties generally can include an on-board navigation component recognized as revenue once delivered and accepted, a connected services component recognized to revenue over the applicable service period, and a map update component recognized as revenue upon periodic delivery. Due to the complexities of revenue recognition, we may be required to recognize certain revenue over extended periods. For example, because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period we expect to fulfill the services obligation, which is generally 8 to 12 years, as we believe this provides a faithful depiction of the transfer of control.

Future amendments to automobile manufacturer and tier-one agreements could also impact our recognition of revenue, such as by providing our map update solution in other regions, changes in procurement patterns, shipping terms and title transfer. As our solutions encompass greater value-added services, there is potential for changes in the timing of our recognition of revenue. Investors and securities analysts may not understand the subtleties of these revenue recognition requirements, and the trading prices of our common stock may be negatively affected.

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In addition, our revenue recognition under our automobile manufacturer and tier-one agreements is becoming increasingly more complex with the evolution of our value-added products and services, such as our hybrid navigation solutions. The agreements for these solutions can extend over several years and require multiple deliverables. Given the length of our contractual obligations, which often extend beyond the manufacture and sale of the vehicle when the royalty is determined and paid, we may have significant post-production obligations to provide brought-in navigation services or map updates over an extended period of time. These extended obligations can result in a delay in our recognition of revenue, or the need for us to defer and recognize revenue over the period that we are required to provide these post-production obligations or other services.

In conjunction with the adoption of ASC 606, development costs subject to ASC 340-40 incurred to fulfill future obligations under certain actual or anticipated contracts for automotive solutions are capitalized, provided they are expected to be recovered, and then recognized as the related performance obligations are transferred. For on-board automotive solutions, such costs represent the customized portion of software development, which will be recognized upon acceptance of the software since acceptance is generally required for control of the software to transfer. As a result, our recognition of deferred costs may be lumpy and not tied to the production of the vehicles in which the software is installed. For brought-in automotive solutions, such costs will be amortized over the period the services obligation is expected to be fulfilled because software development does not represent a distinct performance obligation in the case of brought-in automotive solutions.

We may also incur significant expense to develop products for automobile manufacturers, such as under our worldwide connected navigation services agreement with GM, prior to receiving any significant revenue related to the sale of vehicles with our navigation services. As our offerings in automotive navigation expand, we may not correctly anticipate the financial accounting treatment for the various products.

We may not be successful at adapting our business model for the Chinese automotive navigation market, which may reduce our revenue per vehicle.

Demonstrating growth in the Chinese market is an important component of our global growth strategy. While we have significant research and development facilities in China, we have a limited business presence and, so far, have not been successful in expanding our automotive entry in the Chinese market. The COVID-19 pandemic also disrupted significantly our operations in China and delayed various initiatives with existing and potential OEM partners. Although business activities in China have started to resume, we may not be able to retain the interest of and further our relationships with existing and potential OEM partners due to the recessionary economic effects of the COVID-19 pandemic. The automotive software market in China is also highly competitive. This competition comes from large international automotive software providers as well as strong domestic providers. The Chinese navigation software market is seeing transition towards new business models by third-party navigation product vendors, such as substantially lower per-unit license fees that are intended to be offset by opportunities to monetize navigation usage in additional ways that may include, but not be limited to, advertising, usage-based insurance and utilizing data to create high-definition maps. Global platform navigation products tend to fare poorly in China. For example, our revenue from Ford China declined materially in fiscal 2018, 2019 and 2020, and we expect it to continue to decline in the absence of a new, localized product. We may need to change or modify our license fee model in China in order to compete effectively. Our inability to do so may have a material impact on our ability to continue to participate in the Chinese market. Even if we adopt new license fee models for China-based automobile manufacturers, we may not recognize revenue from those new models sufficient to compensate us for the costs of supporting those automobile manufacturers in the short-term, if at all. In addition, many of the same business model, pricing and licensing changes, could also impact us in additional markets including, but not limited to, North America and Europe.

We may not be successful in generating material revenue from automobile manufacturers and tier ones other than Ford and GM. As a result, our business, financial condition and results of operations will be harmed if we are unable to diversify our automotive revenue.

Although we have attempted to mitigate our dependence on Ford and GM by establishing relationships with other automobile manufacturers and tier ones, these relationships may not produce significant revenue if the products are launched in limited models or face competition from third parties. Even if we are able to diversify our automotive navigation business through new relationships, customers may not elect to purchase automobile manufacturer and tier-one navigation offerings that include our software and/or services, which may be for reasons unrelated to performance of our software or services. Even if we win new awards, once those programs go into production, consumers may not widely adopt our navigation offerings or may criticize the performance or quality of the navigation software and our reputation may be harmed. If customer purchase rates are less than we anticipate, or if our relationships with one or more of these other automobile manufacturers and tier ones are terminated or not renewed or extended, we may be unable to effectively diversify our automotive navigation revenue and our business, financial condition and results of operations may be harmed.

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We may be unable to enter into agreements to provide automotive navigation products if we do not offer navigation products that serve geographies throughout the world or automobile manufacturers and tier ones are uncomfortable with our ability to support markets outside of the United States. Our automobile manufacturer and tier one customers may choose to partner with providers of location services with extensive international operations. We may be at a disadvantage in attracting such customers due to our business being concentrated in the United States, and we may not be successful in other geographies if customers are uncomfortable with the look and feel of our solutions. If we are unable to attract or retain such automobile manufacturer and tier one customers, our revenue and operating results will be negatively affected.

We may incur substantial costs when engaging with a new automotive navigation customer and may not realize substantial revenue from that new customer in the short-term, if at all.

The design and sales cycle for on-board or brought-in automotive navigation services and products is long and requires significant up-front and ongoing research, engineering and other development investments to secure and support those relationships. As a result, we may not be able to achieve significant revenue growth with new customers from the automotive navigation business in a short period of time, or at all. In addition, these lengthy cycles make it difficult to predict if and when we will generate revenue from new customers or when, if at all, we may recoup the up-front and ongoing investments we make in order to secure and support such business. For example, design wins for vehicles may be awarded 12 to 36 months prior to the anticipated commercial launch of the vehicle.

In 2014, we entered into a contract with GM to provide worldwide hybrid navigation solutions beginning in model year 2017 and continuing through model year 2025, and our hybrid product launched in its first GM models, the Cadillac CTS and CTS-V, in February 2017. In May 2017, additional vehicles through model year 2025 were added to this products and services agreement, and in January 2020 the agreement was extended to provide services to subscribers until June 30, 2031. In April 2020, we also entered into a related agreement with GM wherein we agreed to provide certain service-based deliverables and further enhance the customized software for additional consideration, which we currently understand GM will use in certain of its model year 2021 and later vehicles. As part of the agreement, we also resolved an open matter with GM relating to potential future adjustments by GM to its demand or purchase forecasts. However, our contract with GM does not assure us of minimum order quantities, overall or during any period. For example, on September 5, 2019, GM announced that it intended to utilize GAS solutions on certain models beginning with model year 2022. The relationship GM announced with GAS may reduce the number of new GM models and vehicles in which our products and services are provided over the remaining term of our agreements with GM. We cannot assure you that our products will be in a wide variety of geographic markets in which GM sells vehicles in or across a variety of models and brands, or that we will continue to receive material revenue from these products and services.

Our contract with Ford covers a broad range of products and services that we provide to Ford. Effective as of June 16, 2020, we entered into an amendment to our contract with Ford that extends the term of the agreement to December 31, 2033 for each jurisdiction in which we currently provide our products to Ford. On December 14, 2017, Ford also selected us to provide its next-generation navigation solution in North America, subject to certain conditions. The terms of this next-generation navigation solution were embodied in an amendment executed in December 2018 that sets forth the terms and conditions for the Ford SYNC 4 deliverables for new vehicles through Ford’s model year 2022. The parties entered into an amendment effective June 16, 2020 extending our service and warranty obligations under the agreement to December 31, 2029 for North America production. We were not awarded the contracts for Europe, South America and Australia and New Zealand, and Garmin recently announced in 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. The relationship Garmin announced with Ford and any transition by Ford to other platforms such as Android may reduce the number of new Ford models and vehicles in which our products and services are provided. The loss of any contracts awarded, or our failure to be awarded contracts for certain geographies, may adversely impact our business, financial condition and results of operations. If Ford were similarly to announce a broader transition toward a competitive platform or offering such as GAS, this would significantly impact our revenue in future years.

We have a partnership with Toyota for Toyota and Lexus vehicles and a separate partnership with Xevo, a tier one supplier to Toyota, for another navigation solution for Toyota and Lexus vehicles. While we saw expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models through fiscal 2019, we expect Toyota to limit or reduce the number of models or vehicles on which Scout GPS Link is offered by Toyota and Lexus, beginning in model year 2021, due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota recently announced it is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers. In addition, during the fourth quarter of 2019, Telenav entered into an amended agreement with Xevo, under which we received a one-time $17.0 million cash pre-payment in exchange for removing a contractual minimum unit commitment that otherwise would have resulted in a payment to us in 2027. We recorded the receivable as deferred revenue in the fourth quarter of fiscal

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2019 and we are recognizing it as revenue over future periods. We currently expect that our contract with Xevo relating to the implementation of our solutions in Toyota and Lexus vehicles will remain in place through 2026. We cannot assure you that we will receive significant revenue from the solutions for Toyota in the long-term. While we continue to invest in our existing and new relationships with automobile manufacturers, if our products do not meet the consumer’s expectations, automobile manufacturer customers may not continue to offer our solutions.

We also may not price our solutions in such a way that is profitable for us and enables us to recoup the development expenses we incurred to provide such solutions in the time we expect or at all. Development schedules for automotive navigation products are difficult to predict, and there can be no assurance that we will achieve timely delivery of these products to our customers. To the extent that we charge service fees beyond an initial fee at the time the vehicle is purchased, we may not be successful in gaining traction with customers to provide services and charge ongoing monthly or annual fees outside of the traditional on-board navigation service model.

Our ability to build demand for our automotive navigation products and services is also dependent upon our ability to provide the products and services in a cost-effective manner, which may require us to renegotiate map and POI content relationships to address the specific demands of our automotive navigation products and services. If we are unable to improve our margins, we may not be able to operate our automotive navigation business profitably. If we fail to achieve revenue growth in any of our automotive navigation solutions (whether on-board, brought-in or other), we may be unable to achieve the benefits of revenue diversification. In addition, our map and content suppliers, HERE and TomTom, are also becoming competitors through the offering of their own automotive navigation services.

We rely on our customers for timely and accurate vehicle and subscriber sales information. A failure or disruption in the provisioning of this data to us would materially and adversely affect our ability to manage our business effectively.

We rely on our automobile manufacturers and tier-one customers to provide us with reports on the number of vehicles they sell with our on-board, brought-in and hybrid navigation products and services included, depending on the nature of our contractual relationship, and to remit royalties for those sales to us. To a lesser degree, we also rely on our wireless carrier customers to bill subscribers and collect monthly fees for our mobile navigation services, either directly or through third-party service providers. The risk of inaccurate reports may increase as our customers expand internationally and increase the number of manufacturing locations. For example, in the three months ended March 31, 2017 and September 30, 2017, Ford determined that it had misreported the production of vehicles to us in certain factories. If our customers or their third-party service providers provide us with inaccurate data or experience errors or outages in their own billing and provisioning systems when performing these services, our revenue may be less than anticipated or may be subject to adjustment with the customer. In the past, we have experienced errors in reporting from automobile manufacturers and wireless carriers. If we are unable to identify and resolve discrepancies in a timely manner, our revenue may vary more than anticipated from period to period, which could harm our business, operating results and financial condition.

We recently implemented a new enterprise resource planning system and are also implementing project and human resources management systems. If these new systems prove ineffective, we may be unable to timely or accurately prepare financial reports, or invoice and collect from our customers.

We substantially completed the transition to our new ERP system for North America as of the beginning of the third quarter of fiscal 2020. This system is critical for accurately maintaining books and records and preparing our consolidated financial statements. We are also implementing project management and human resources management systems. While we have invested significant amounts, including for additional personnel and third-party consultants, to implement these systems, we cannot be assured that we will not experience difficulties following the transitions. Any errors in these systems could adversely affect our operations, including our ability to accurately report our financial results in a timely manner, file our quarterly or annual reports with the SEC and invoice and collect from our customers, each of which may harm our operations and reduce investor confidence. Data integrity problems or other issues may be discovered even though the transitions are complete which, if not corrected, could impact our business, reputation, reporting, disclosures or results of operations. If we encounter unforeseen difficulties with our new systems, there will be additional demands on our management team and our business, operations, and results of operations could be adversely affected.

Our business practices with respect to data could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

Our automotive navigation services depend on our ability to collect, store and use such information as we deliver personalized navigation. Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect across our navigation platform. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be

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interpreted and applied in a manner that is inconsistent with our business practices or service offerings. Any failure, or perceived failure, by us to comply with such laws could result in proceedings or actions against us by governmental entities, consumers or others. Such proceedings or actions could hurt our reputation, force us to spend significant amounts to defend ourselves, distract our management, increase our costs of doing business, adversely affect the demand for our services and ultimately result in the imposition of monetary liability or changes to our business practices or service offerings. We may also be contractually liable to indemnify and hold harmless our users from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services.

Changes to United States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable. It is unclear what changes might be considered or implemented and what response to any such changes may be by the governments of other countries. These changes have created significant uncertainty about the future relationship between the United States and China, as well as other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. For example, in 2018, the Office of the U.S. Trade Representative, or the USTR, enacted new tariffs on imports into the United States from China. Since then, additional tariffs have been imposed by the USTR on imports into the United States from China and China has also imposed tariffs on imports into China from the United States. The countries entered into the first portion of a trade deal but continue to negotiate other provisions. If additional tariffs or other restrictions are placed on Chinese imports or any additional counter-measures are taken by China, our revenue and results of operations may be materially harmed. Furthermore, the United States continues to threaten placing tariffs and other restrictions on automobile manufactures and tier ones located in the European Union, or EU, and current or future such tariffs or restrictions imposed by the United States may negatively impact the automobile manufacturers to which we provide our automotive navigation products and services, thereby causing an indirect negative impact on our own sales. Any reduction in the sales of our customers and business partners, and/or any apprehension among our customers and business partners of a possible reduction in such sales, would likely cause an indirect negative impact on our own sales. Even in the absence of further tariffs, the related uncertainty and the market's fear of an escalating trade war might create forecasting difficulties for us and could cause our customers and business partners to place fewer orders for our products and services, which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations and affect our strategy in China, the EU and elsewhere around the world. Given the relatively fluid regulatory environment in China and the United States and uncertainty how the U.S. administration or foreign governments will act with respect to tariffs, international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations.

Our operations in certain emerging markets expose us to political, economic and regulatory risks.

Our growth strategy depends in part on our ability to expand our operations in emerging markets, including Asia Pacific, the Middle East and Africa, and Latin America. However, some emerging markets have greater political, economic and currency volatility, and greater vulnerability to infrastructure and labor disruptions than more-established markets. In many countries outside of the United States, particularly those with emerging economies, it may be common for others to engage in business practices prohibited by laws and regulations with extraterritorial reach, such as the U.S. Foreign Corrupt Practices Act, or the FCPA, the United Kingdom’s, or U.K.’s, Bribery Act, or other local anti-bribery laws. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition and results of operations.

For example, under the FCPA, U.S. companies may be held liable for the corrupt actions taken outside the United States by employees, strategic or local partners, or other representatives. Under the FCPA, we and our partners are required to maintain accurate books and records and a system of internal accounting controls. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation outside the United States, governmental authorities in the United States and elsewhere could seek to impose civil or criminal fines and penalties, which could have a material adverse effect on our business, operating results and financial conditions. While our employee handbook and other policies prohibit our

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employees from engaging in corrupt conduct, we do not yet have in place compliance measures and training to require both our employees and our third-party intermediaries to comply with the FCPA and similar anticorruption laws.

Establishing operations and partners in these emerging markets may also require complex legal arrangements and operations to deliver services on global contracts for our end customers. Because of our limited experience with international operations and developing and managing sales in international markets, our international expansion efforts may not be successful. Additionally, we have established operations in locations remote from our more developed business centers. As a result, we are subject to heightened risks inherent in conducting business internationally, including the following:


•	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 (including COVID-19) or international conflict, including terrorist acts or labor or political disputes, which could interrupt our operations or endanger our personnel.

In addition, our competitors may also expand their operations in these markets or others we may also target, and low-cost local manufacturers may also expand and improve products and their production capacities, thus increasing competition in these emerging markets. Our success in emerging markets is important to our growth strategy. If we cannot successfully increase our business in emerging markets and manage associated political, economic, regulatory and currency volatility, our product sales, financial condition and results of operations could be materially and adversely affected.

We conduct substantial research and development operations in China; risks associated with a business presence in China could negatively affect our business and results of operations.

We currently operate a research and development center in China, which subjects us to a number of risks relating to China’s political and legal systems, including;


•	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;

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•	extensive government regulation; and


•	an uncertain legal system.

Any actions and policies taken or adopted by the government of China, particularly with regard to our intellectual property, products and legal rights, could have an adverse effect on our business, results of operations and financial condition. For example, development in China or by entities supported by the China government of competing products or technologies using our intellectual property could significantly erode the market or pricing for our products. In addition, actions or policies to incorporate technical capabilities into our products, without our knowledge or permission or the appearance or threat of the same, could undermine product or data security features of our products. Whether any such actions or policies actually exist, or have been effected, the fact of a significant research and development presence in China could expose our products and data and security offerings to government or market scrutiny regarding the integrity of our product or data security features. Any of the foregoing could similarly discourage the purchase or use of our products and cause significant harm to our reputation in the market.

The COVID-19 pandemic disrupted our operations in China significantly and delayed various initiatives with existing and potential OEM partners. Our customers and potential customers in China have also significantly reduced their operations and delayed engagements with us. This disruption, including limitation of flights in and out of China, quarantines, supply chain disruptions and further governmental responses, could continue to have a significant negative impact on our ability to meet schedules for delivery of our products and services to customers, which would have a negative impact on our financial condition, results of operations and customer relationships.

We could be subject to additional income tax liabilities.

We are subject to income taxes in the United States and numerous foreign jurisdictions. We use significant judgment in evaluating our worldwide provision for income taxes, which could be adversely affected by several factors, many of which are outside our control. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than we anticipate in countries that have lower statutory rates and higher than we anticipate in countries that have higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including possible changes to the U.S. taxation of earnings of our foreign subsidiaries or to the deductibility of expenses attributable to foreign income or the foreign tax credit rules. We are subject to audit in various jurisdictions, and such jurisdictions may assess additional income tax against us as well as penalties and fines. As we operate in multiple taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. The time and expense necessary to defend and resolve a tax audit may be significant. Although we believe our tax estimates are reasonable, the final outcome of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals and may have a material effect on our operating results or cash flows in the period or periods for which we make such determination.

Our international operations and corporate structure subject us to potential adverse tax consequences.

We generally conduct our international operations through wholly owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We may not have adequate reserves to cover such a contingency.

In the future, we may reorganize our corporate structure or intercompany relationships, which would likely require us to incur expenses in the near term for which we may not realize related benefits, at all or within a reasonable period, to justify the expense. Changes in domestic and international tax laws, including enacted legislation to reform U.S. taxation of international business activities, may negatively impact our ability to effectively restructure, or reduce the benefits we expected from such corporate restructuring. Any such restructuring would likely involve sophisticated analysis, including analysis of U.S. and international tax regimes. Compliance with such laws and regulations may be difficult and expensive and subject our business to additional risks, costs and uncertainties.

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Our customer requirements and content management obligations are complex. If we inadvertently include content for which we have liability to the vendor but may not be entitled to payment from our customer, our financial condition and results of operation could be harmed.

The nature and extent of content that is delivered as part of our navigation solutions is complex to manage. Matching the requirements of our customers with the content offered by our vendors may result in our inclusion of content which we believe is necessary to meet our customers’ requirements but for which the customer may not have agreed to pay us. In addition, our customers speak directly to our vendors and often those conversations influence the expected content for our end products; however, customers may not be fully informed as to the license costs associated with the various components. Therefore, there is some risk that we may include content for which we have liability to the vendor but may not be entitled to payment from our customer. If these situations were to occur, our business, financial condition and results of operations could be adversely affected.

We face intense competition in our market, especially from competitors that offer their location services for free, which could make it difficult for us to acquire and retain customers and end users.

The market for development, distribution and sale of location services is highly competitive. Many of our competitors have greater name recognition, larger customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do. Competitors may offer location services that have at least equivalent functionality to ours for free. For example, Google offers free voice-guided turn-by-turn navigation as part of its Google Maps and Waze products for mobile devices, including those based on the Android and iOS operating system platforms, and Apple offers proprietary maps and voice-guided turn by turn directions. Microsoft Corporation also provides a free voice-guided turn-by-turn navigation solution on its Windows Mobile and Windows Phone operating systems. Competition from these free offerings may reduce our revenue, result in our incurring additional costs to compete and harm our business. In addition, new car buyers may not value navigation solutions built in to their vehicles if they believe that free (brought-in) offerings, such as Apple’s CarPlay or Google’s auto initiatives, are adequate and may not purchase our solutions with their new cars. Ford offers Apple’s CarPlay and Google’s Android Auto on its vehicles in North America equipped with its SYNC 3 platform and announced that Waze will be available on its vehicles equipped with the SYNC 3 platform, which may reduce the number of vehicle purchasers who purchase on-board navigation solutions. GM also offers Apple’s CarPlay and Google’s Android Auto on most of its vehicles in North America and announced on September 5, 2019 that it intends to utilize GAS solutions on certain models beginning with GM’s model year 2022. The relationship GM announced with GAS may reduce the number of new GM models and vehicles in which our products and services are provided over the remaining term of our agreements with GM. Garmin announced on January 7, 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. The relationship Garmin announced with Ford may reduce the number of new Ford models and vehicles in which our products and services are provided. If Ford were similarly to announce a broader transition toward a competitive platform or offering such as GAS, this would significantly impact our revenue in future years. In addition, while we saw expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models through fiscal 2019, we expect that Toyota may limit the number of future models or vehicles on which Scout GPS Link is offered by Toyota and Lexus, due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota announced it is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers. We may not successfully increase our revenue from Ford or Toyota, and our revenue could decrease, if our products are replaced within vehicles by Ford, GM or Toyota with our competitors’ products or due to price competition from third parties.

We compete in the automotive navigation market with established automobile manufacturers and tier ones and providers of on-board navigation services, such as AISIN AW CO., Ltd, AutoNavi Software Co., Ltd., Robert Bosch GmbH, Elektrobit Corporation, Garmin, Ltd., HERE, Navinfo Co., Ltd., NNG LLC, Shenyang MXNavi Co., Ltd., and TomTom, as well as other competitors such as Apple and Google. In 2019, Lear acquired Xevo, with which we provide an offering to Toyota, which could result in Xevo moving into the on-board navigation services space. Some of our competitors’ and our potential competitors’ advantages over us, either globally or in particular geographic markets, include the following:


•	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;

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•	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.

If we are unable to integrate future investments or acquisitions successfully, our operating results and prospects could be harmed.

In the future, we may make acquisitions to improve and increase the scale of our navigation services offerings or expand into new markets. Our future acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. We do not have experience identifying, executing or integrating such investments or acquisitions and any investments we make or mergers and acquisitions we complete may not be successful, may fail to demonstrate a return or fail to advance our product offerings or overall strategy. Future investments or mergers and acquisitions we may pursue would involve, numerous risks, including the following:


•	our ability to realize synergies, cost reductions and operating efficiencies we may expect to result from an acquisition or strategic investment;


•	difficulties in integrating and managing the operations, technologies and products of the companies or assets we acquire, including those that are geographically remote from our existing operations;


•	the potential disruption to our ongoing business of the acquisition or the process of integrating and managing the acquired operations, technologies and products;


•	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;


•	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 or cost savings to offset our increased expenses associated with acquisitions;


•	our responsibility for known and unknown liabilities of the businesses we acquire; and


•	our inability to maintain internal standards, controls, procedures and policies.

Completion of acquisitions is typically subject to the satisfaction of various closing conditions, including but not limited to regulatory approvals or financings supporting the transaction. There can be no assurance that any of such conditions will be satisfied and the acquisition will be completed. In addition, we may be unable to secure the equity or debt funding necessary to finance such future acquisitions, or on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will likely experience dilution, which could be significant, and if we finance future acquisitions with debt funding, we will incur interest expense and may have to comply with financial covenants and secure that debt obligation with our assets.

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If we are not successful in completing acquisitions that we may pursue in the future, we may be required to reevaluate our business strategy, and we may incur substantial expenses and devote significant management time and resources without a productive result. We could also in the future record impairment losses in connection with acquisitions.

We may be required to recognize a significant charge to earnings if our goodwill becomes impaired.

We have recorded goodwill related to our prior acquisitions and may do so in connection with any potential future acquisitions. We do not amortize goodwill with indefinite lives, but we review such assets for impairment annually or on an interim basis whenever events or changes in circumstances indicate that we may not recover the carrying value of these assets. Factors that may indicate that the carrying value of our goodwill may not be recoverable include a persistent decline in our stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill is determined, which would adversely impact our results of operations.

We performed that annual goodwill impairment test as of April 1, 2020 and we determined that no impairment was indicated. In fiscal 2019 we recognized a $2.6 million impairment of the goodwill associated with our advertising business segment, which is now reported as discontinued operations, and in fiscal 2018 we recognized a $2.7 million goodwill impairment associated with our mobile navigation business.

We may make similar determinations regarding the impairment of goodwill in the future, which could have a material and adverse effect on our profitability.

Our investment portfolio and cash balances may become impaired by poor investment performance, deterioration of the financial markets or the economic effects of COVID-19.

Our cash equivalent and short-term investment portfolio as of June 30, 2020 consisted of corporate bonds, asset-backed securities, municipal securities, U.S. agency securities, commercial paper, U.S. treasury securities and money market mutual funds. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes.

During late February and March 2020, significant market volatility, in large part due to the economic uncertainty arising from the COVID19 pandemic, affected the prices of the securities we hold, as well as the financial markets in general. Should financial market conditions worsen in the future, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, poor performance by the early stage companies in which we hold investments could cause us to write down the value of those investments. For example, as of June 30, 2020, the value of such strategic investments included in other assets in our consolidated balance sheet was $33.3 million. Any significant under-performance by these companies, including due to factors or market or competitive forces outside of our control or which we may not foresee, could negatively impact the value of such investments, which could be material in any period. Any deterioration of the capital markets could also cause our other income and expense to vary from expectations. For example, recent manufacturing shutdowns of our automobile manufacturer partners, such as GM, Ford, Toyota and others, will decrease our revenue, operating results, financial condition and cash flows while they continue and until our automobile manufacturer partners resume full production. As these conditions continue, they would also negatively impact our ability to maintain cash balances to support our operations and future investments. For example, in our fourth fiscal quarter ended June 30, 2020, our cash used in operating activities was $14.4 million. In addition, a sustained economic recession will negatively impact demand for new vehicles, even when full production resumes. Should these conditions continue, they would also negatively impact our ability to maintain cash balances to support our operations and future investments. While we maintain what we believe are sufficient cash balances to support our operations, we believe such periods of cash usage in our operations could continue for the near-to-mid-term, and until our automobile manufacturer partners resume full production.

We cannot predict when that resumption of production may occur, and at what level our partners may resume production. Once production does resume, it is likely that for an extended period the production rate will be substantially below maximum production or levels which preceded the COVID-19 shutdown. As of June 30, 2020, we had no material impairment charges associated with our short-term investment portfolio. Although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.

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Warranty claims, product liability claims, product recalls and regulatory liability claims could subject us to significant costs and adversely affect our financial results.

We warrant our automotive navigation products to be free from defects in materials, workmanship and design for periods ranging from three months to seven years. If our navigation services or products contain defects, there are errors in the maps supplied by third-party map providers or if our end users do not heed our warnings about the proper use of these products, collisions or accidents could occur resulting in property damage, personal injury or death. If any of these events occurs, we could be subject to significant liability for personal injury and property damage and under certain circumstances could be subject to a judgment for punitive damages. In addition, if any of our designed products are defective or are alleged to be defective, we may be required to participate in a recall campaign. These recall and warranty costs could be exacerbated to the extent they relate to global platforms or we are unable to deliver software updates over the air. Furthermore, recall actions could adversely affect our reputation or market acceptance of our products, particularly if those recall actions cause consumers to question the safety or reliability of our products. Warranty claims, a successful product liability claim or a requirement that we participate in a product recall campaign may adversely affect our results of operations and financial condition.

We accrue costs related to warranty claims when they are probable of being incurred and reasonably estimable. Our warranty costs have historically not been material. From time to time, we experience incidents where it may be necessary for us to expend resources to investigate and remedy a potential warranty claim.

We maintain limited insurance against accident related risks involving our products. However, we cannot assure you that this insurance would be sufficient to cover the cost of damages to others or will continue to be available at commercially reasonable rates. In addition, our errors and omissions insurance policy excludes coverage for certain consumer protection regulatory claims, including any future claims brought under the Telephone Consumer Protection Act. We may also be named as a defendant in litigation by consumers individually or on behalf of a class if their handsets or automobiles suffer problems from software downloads from our customers. If we are unable to obtain indemnification from our customers for any damages or legal fees we may incur in connection with such complaints, our financial position may be adversely impacted. In addition, insurance coverage generally will not cover awards of punitive damages and may not cover the cost of associated legal fees and defense costs. If we are unable to maintain sufficient insurance to cover product liability or regulatory liability costs, or if we experience losses not covered by our insurance, our business, financial condition and results of operations could be adversely affected.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by defective software and other losses.

Our agreements with our customers include indemnification provisions. We agree to indemnify them for losses suffered or incurred in connection with our navigation services or products, including as a result of intellectual property infringement, damages caused by defects, viruses, worms and other malicious software in our services or products. The term of these indemnity provisions is generally perpetual, and the maximum potential amount of future payments we could be required to make under these indemnification provisions is generally substantial and may be unlimited. In addition, some of these agreements permit our indemnitees to terminate their agreements with us if they determine that the use of our navigation services or products infringes third-party intellectual property rights.

We have received, and expect to receive in the future, demands for indemnification under these agreements. These demands can be very expensive to settle or defend, and we have in the past incurred substantial legal fees and settlement costs in connection with certain of these indemnity demands. Furthermore, we have been notified by several customers that they have been named as defendants in certain patent infringement cases for which they may seek indemnification from us. Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to the current or future notifications, could materially harm our business, operating results and financial condition.

We may in the future agree to defend and indemnify our customers in connection with the pending notifications or future demands, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe that our services and products infringe the asserted intellectual property rights. Alternatively, we may reject certain of our customers’ indemnity demands, which may lead to disputes with our customers and may negatively impact our relationships with them or result in litigation against us. Our customers may also claim that our rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. Certain customers may terminate their agreements with us in the event an infringement claim is made against us and they reasonably determine that there is a possibility our technology or services infringed upon a third party’s rights. If, as a result of indemnity demands, we make substantial payments, our relationships with our customers are negatively impacted or if any of our customer agreements is terminated, our business, operating results and financial condition could be materially adversely affected.

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Our effective tax rate may fluctuate, which could increase our anticipated income tax expense or reduce our anticipated income tax benefit in the future.

Our effective tax rate could be adversely affected by several factors, many of which are outside of our control. Our effective tax rate may be affected by the proportion of our revenues and income (loss) before taxes in the various domestic and international jurisdictions in which we operate. Our revenue and operating results are difficult to predict and may fluctuate substantially from quarter to quarter. We are also subject to changing tax laws, regulations and interpretations in multiple jurisdictions in which we operate, as well as the requirements of certain tax and other accounting body rulings. Since we must estimate our annual effective tax rate each quarter based on a combination of actual results and forecasted results of subsequent quarters, any significant change in our actual quarterly or forecasted annual results may adversely impact the effective tax rate for the period. Our estimated annual effective tax rate may fluctuate for a variety of reasons, including:


•	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.

Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in future periods. In fiscal 2014, we recorded and continue to maintain a valuation allowance on the majority of our deferred tax assets, net of liabilities since the assets are not more likely than not to be realized based upon our assessment of all positive and negative evidence. Realization of deferred tax assets is dependent upon future taxable earnings, the timing of which is uncertain. Due to operating losses in previous years, we continue to maintain a full valuation allowance on deferred tax assets in the United States. Due to operating losses in previous years and expected losses in future years in the United Kingdom, we continue to maintain a full valuation allowance for our foreign deferred tax assets in the United Kingdom. In the event we cannot realize the value of our deferred tax assets in Germany based upon our ability to generate future income in Germany, our effective tax rate will be negatively impacted. In the event we cannot realize the value of our deferred tax assets in China based upon our ability to generate future income in China, our effective tax rate will be negatively impacted

Our transaction with Grab involved application of complex accounting principles; we may be required to revalue our Grab shareholdings periodically, which could impact our financial statements.

In the Grab Transaction, we received consideration which included nonmarketable ordinary shares of Grab Holdings, Inc. Because there is no public trading market for Grab ordinary shares and because Grab does not prepare its financial

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statements in accordance with GAAP or file its financial statements with the SEC or another securities regulatory body, we relied on the most current information available to assess the fair market value of Grab’s ordinary shares. To determine the fair market value of the Grab ordinary shares we received, we used all reasonably available information we received from Grab regarding the assessment of its board of directors of the fair market value of those ordinary shares, which includes, among other things, a limited number of arms’ length transactions for the ordinary shares and a review of recent financial statements provided by Grab. In addition, for the Grab shares we received, we adjust to fair value for observable transactions for identical or similar shares of Grab and review for impairment quarterly, which may impact our financial statements if we are required to revise values for the Grab ordinary shares on our balance sheets. Significant adjustments in the financial statement value of these and other investments could cause our investors to lose confidence in our company and management and/or cause our stock price to drop, perhaps considerably.

Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.

We prepare our consolidated financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Additionally, the adoption of new or revised accounting principles, such as ASC 842, Leases, may require that we make significant changes to our systems, processes and controls.

It is not clear if or when other potential changes in accounting principles may become effective, whether we have the proper systems and controls in place to accommodate such changes and the impact that any such changes may have on our financial position and results of operations.

We rely on a proprietary provisioning and reporting system for our navigation products and services to track end user activation, deactivation and usage data, and any material failures in this system could harm our revenue, affect our costs and impair our ability to manage our business effectively.

Our provisioning and reporting system that authenticates end users and tracks the number of end users and their use of our services is a proprietary and customized system that we developed internally. Although we believe that the flexibility of this service to integrate tightly with automobile manufacturers' reporting and provisioning systems gives us a competitive advantage, we might lose revenue and the ability to manage our business effectively if the system were to experience material failures or be unable to scale as our business grows. In addition, we may not be able to report our financial results on a timely basis if our customers question the accuracy of our records or we experience significant discrepancies between the data generated by our provisioning and reporting systems and data generated by their systems, or if our systems fail or we are unable to report timely and accurate information to our third party data providers. The inability to timely report our financial results would impair the quality of our financial reporting and could result in a significant decline in and the delisting of our common stock.

We rely on third party data and content to provide our services and if we were unable to obtain content at reasonable prices, or at all, our gross margins and our ability to provide our services would be harmed.

We rely on third-party data and content to provide our services, including map data, POI, traffic information, gas prices and weather information. If our suppliers of this data or content were to enter into exclusive relationships with other providers of location services or were to discontinue providing such information and we were unable to replace them cost effectively, or at all, our ability to provide our services would be harmed. Our gross margins may also be affected if the cost of third-party data and content increases substantially. Although we have integrated OSM data into our products, we may experience difficulty with customer acceptance if the quality of the consumer generated data within OSM is lower than that of paid maps. We introduced mobile phone-based navigation with OSM and launched our first brought-in automotive navigation service with OSM in 2015. In addition, our entry into the Grab Transaction, which includes, among other things, the transition of certain OSM-related assets and our performance of certain OSM development services for Grab during fiscal 2020 and Grab’s hiring of certain of our employees focused on OSM development activities, may limit the amount of OSM development work that we complete for internal purposes. As a result, we may not have sufficient data for automobile manufacturers and tier ones to feel comfortable electing to use OSM in the products and services we provide them.

We obtain map data from TomTom and HERE, which are companies owned by our current and potential competitors. Accordingly, these third-party data and content providers may act in a manner that is not in our best interest. For example, they may cease to offer their map and POI data to us. The termination dates of our licenses to data from TomTom utilized in our mobile and automotive products generally approximate the respective termination dates of our obligations to provide map data to the applicable wireless carriers and automobile manufacturers. Our master data license agreement with HERE renews for

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successive one-year periods unless either party provides notice of non-renewal at least 180 days prior to the expiration of the applicable term. However, individual territory licenses with distinct term, termination and renewal provisions further govern the license of map data to fully support individual programs and products for our automobile manufacturers and tier ones.

We may identify other requisite content and content-related technologies, including certain geocoding data necessary for our OSM products, that we may be unable to license or develop internally. If we are unsuccessful in these endeavors, we may be unable to successfully launch our OSM-based products globally and across all desired product offerings.

We may not be able to upgrade our navigation services platform to support certain advanced features and functionality without obtaining technology licenses from third parties. Obtaining these licenses may be costly and may delay the introduction of such features and functionality, and these licenses may not be available on commercially favorable terms, or at all. The inability to offer advanced features or functionality, or a delay in our ability to upgrade our navigation services platform, may adversely affect consumer demand for our navigation services and, consequently, harm our business.

We may be subject to our automobile manufacturer or tier one’s selection of map and other content providers, and our ability to negotiate and enter into a license with such provider(s) may be dependent on the timing of such automobile manufacturer or tier one’s official nomination for such content providers. Accordingly, we may have contractual obligations to provide certain products and services for certain model years or periods to our automobile manufacturer or tier-one partners, prior to our ability to enter into agreements with our map and other content providers to support such products and services. We may be unable to obtain data licenses with the necessary content providers to support these products and services, or we may not be able to secure such data licenses without additional, unplanned costs or delays.

We also use our proprietary provisioning and reporting system to record and report royalties we owe to third-party providers of content used by end users in connection with our services. Certain of the third-party content providers have the right to audit our use of their services and, if we are found to have under or incorrectly reported usage, we may be required to pay the third-party content providers for the actual usage, as well as interest and the cost of the audit. Any significant error in our recording and payment of royalties to our third-party content providers could have a material and adverse effect on our financial results. We may also incur losses as a result of any significant error.

Network failures, disruptions or capacity constraints in our third party hosted data center facilities could affect the performance of our navigation services and harm our reputation and our revenue.

We use hosted services provided by AWS and wireless carrier networks to deliver our navigation platform services. Our operations rely to a significant degree on the efficient and uninterrupted operation of these third-party data centers. In the event that AWS or wireless carrier networks experience a disruption in services or a natural disaster, our ability to continue providing our services would be compromised. Depending on the growth rate in the number of our end users and their usage of our services, if we do not timely complete the negotiation for and scale of additional hosting services, we may experience capacity issues, which could lead to service failures and disruptions. In addition, if we are unable to secure third-party hosting services with appropriate power, cooling and bandwidth capacity, we may be unable to efficiently and effectively scale our business to manage the addition of new automobile manufacturers and tier ones, increases in the number of our end users or increases in data traffic.

AWS hosting services are potentially vulnerable to damage or interruption from a variety of sources, including fire, flood, earthquake, power loss, telecommunications or computer systems failure, human error, terrorist acts or other events. We do not have a comprehensive business continuity plan, and there can be no assurance that the measures implemented by us to date, or measures implemented by us in the future, to manage risks related to network failures or disruptions in our data centers will be adequate, or that the redundancies built into our servers will work as planned in the event of network failures or other disruptions. In particular, if we were to experience damage or interruptions to AWS hosting services our ability to provide efficient and uninterrupted operation of our services would be significantly impaired.

We could also experience failures of our data centers or interruptions of our services, or other problems in connection with our operations, as a result of:


•	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

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•	errors by our employees or third-party service providers.

Poor performance in or disruptions of our services could harm our reputation, delay market acceptance of our services and subject us to liabilities. Our automobile manufacturer and tier-one agreements for on-board and hybrid solutions require us to meet at least 99.9% operational uptime requirements, excluding scheduled maintenance periods, or be subjected to penalties. Any outage in a network or system, or other unanticipated problem that leads to an interruption or disruption of our navigation services, could have a material adverse effect on our operating results and financial condition.

We may not be able to enhance our location services to keep pace with technological and market developments, or develop new location services in a timely manner or at competitive prices.

The market for location services is characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life-cycles. To keep pace with technological developments, satisfy increasing customer requirements and achieve product acceptance, our future success depends upon our ability to enhance our current navigation services platform and to continue to develop and introduce new navigation services and other location-based product offerings and enhanced performance features and functionality on a timely basis and at competitive prices. Our inability, for technological or other reasons, to enhance, develop, introduce or deliver compelling services and products in a timely manner, or at all, in response to changing market conditions, technologies or consumer expectations could have a material adverse effect on our operating results or could result in our services becoming obsolete. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering team and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our services platform with evolving industry standards and protocols and competitive network operating environments.

The U.K.’s decision to leave the EU will have uncertain effects and could adversely affect us.

On January 31, 2020, the U.K. left the EU, which is commonly referred to as the “Brexit.”

The effects of Brexit will depend on agreements the UK makes to retain access to EU markets either during a transitional period or more permanently. Brexit creates an uncertain political and economic environment in the UK and potentially across other EU member states for the foreseeable future, including during any period while the terms of post-Brexit trade agreements between the UK and the EU and UK and the United States are being negotiated and such uncertainties could impair or limit our ability to transact business in the UK. The COVID-19 pandemic may delay the negotiation of post-Brexit trade agreements for a substantial period of time.

Further, post-Brexit trade uncertainty could adversely affect European and worldwide economic or market conditions and could contribute to instability in global financial markets, and the value of the Pound Sterling currency or other currencies, including the Euro. We are exposed to the economic, market and fiscal conditions in the U.K. and the EU and to changes in any of these conditions. Depending on the terms reached regarding Brexit, it is possible that there may be adverse practical and/or operational implications on our business and that of our automobile manufacturer customers, whose supply chains and manufacturing and sales operations may be disrupted.

A significant amount of the regulatory regime that currently applies to us in the U.K. is derived from EU directives and regulations. However, Brexit may change the legal and regulatory framework within the U.K. where we operate and is likely to lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which EU laws to replace or replicate. Consequently, no assurance can be given as to the impact of Brexit and, in particular, no assurance can be given that our operating results, financial condition and prospects would not be adversely impacted by the result.

We rely on our management team and need specialized personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

Our success and future growth depend on the skills, working relationships and continued services of our management team. We have experienced significant turnover in our management team since the beginning of fiscal 2019.

Our future success also depends on our ability to attract, retain and motivate highly skilled personnel in the United States and internationally. All of our U.S. employees work for us on an at will basis. Competition for highly skilled personnel is intense, particularly in the software industry and for persons with experience with GPS, auto navigation, data analytics and location services. The high degree of competition for personnel we experience has resulted in and may also continue to result in the incurrence of significantly higher compensation costs to attract, hire and retain employees. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors, their former employers may attempt to assert that these employees or we

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have breached the former employees’ legal obligations to the former employer, resulting in a diversion of our time and resources. In addition, existing employees often consider the value of the stock awards they receive in connection with their employment. If our stock price performs poorly, it may adversely affect our ability to retain highly skilled employees. Our inability to attract and retain the necessary personnel could adversely affect our business and future growth prospects.

We rely on network infrastructures provided by our wireless carriers, mobile phones and in-car wireless connections for the delivery of our navigation services to end users.

We generally provide our navigation services from third-party hosted servers, which require close integration with the wireless carriers’ networks. We may be unable to provide high quality services if the wireless carriers’ networks perform poorly or experience delayed response times. Our future success will depend on the availability and quality of our wireless carrier customers’ networks in the United States and abroad to run our mobile navigation services. This includes deployment and maintenance of reliable networks with the speed, data capacity and security necessary to provide reliable wireless communications services. We do not establish or maintain these wireless networks and have no control over interruptions or failures in the deployment and maintenance by wireless carrier customers of their network infrastructure. In addition, these wireless network infrastructures may be unable to support the demands placed on them if the number of subscribers increases, or if existing or future subscribers increase their use of limited bandwidth. Market acceptance of our mobile navigation services will depend in part on the quality of these wireless networks and the ability of our customers to effectively manage their subscribers’ expectations.

In addition, certain automotive navigation applications rely on wireless connections between the vehicle and our network. We have no influence or control over the vehicle’s wireless equipment and if it does not operate in a satisfactory manner, our ability to provide those services would be impaired and our reputation would be harmed.

Wireless communications have experienced a variety of outages and other delays as a result of infrastructure and equipment failures and could face outages and delays in the future. These outages and delays could affect our ability to provide our navigation services successfully. In addition, changes by a wireless carrier to its network infrastructure may interfere with the integration of our servers with their network and delivery of our navigation services and may cause end users to lose functionality for services they have already purchased. Any of the foregoing could harm our business, operating results and financial condition.

We cannot control the quality standards of our wireless carriers, their mobile phone providers, automobile manufacturers and other technology infrastructure providers. We cannot guarantee that the mobile phones or in-car wireless equipment are free from errors or defects. If errors or defects occur in mobile phones or services offered by our wireless carrier customers, it could result in consumers terminating our services, damage to our reputation, increased customer service and support costs, warranty claims, lost revenue and diverted development resources, any of which could adversely affect our business, results of operations and financial condition.

Mergers, consolidations or other strategic transactions in the mapping data industry could weaken our competitive position, reduce the number of our map providers and adversely affect our business.

The mapping data industry continues to experience consolidation. Should one of our map providers consolidate or enter into an alliance with another navigation provider, this could have a material adverse impact on our business. Currently, two of our map suppliers are owned by competitors in the navigation space. Such a consolidation may cause us to lose a map supplier or require us to increase the royalties we pay to map vendors as a result of enhanced supplier leverage, which would have a negative effect on our business. In the event that we lose a map supplier, we may be unable to replace our map suppliers, and the remaining map suppliers may increase license fees. In addition, if we continue to use more OSM-based maps and no longer purchase maps from those suppliers, we may be unable to purchase other data that is integral to our navigation products from our existing map suppliers.

Changes in business direction and market conditions could lead to charges related to structural reorganization and discontinuation of certain products or services, which may adversely affect our financial results.

In response to changing market conditions and the desire to focus on new and more potentially attractive opportunities, we may be required to strategically realign our resources and consider restructuring, eliminating, or otherwise exiting certain business activities. Any decision to reduce investment in, dispose of, or otherwise exit business activities may result in the recording of special charges, such as workforce reduction and excessive facility space costs.

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Risks related to our intellectual property and regulation

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us, our customers, or other business partners may cause our business, operating results and financial condition to suffer.

Our commercial success depends in part upon us, our partners and our customers not infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures and/or need to alter our technologies or cease certain activities. We operate in an industry with extensive intellectual property litigation and it is not uncommon for our automobile manufacturers and tier ones and competitors to be involved in infringement lawsuits by or against third parties. Many industry participants that own, or claim to own, intellectual property aggressively assert their rights, and our customers and other business partners, who we agree in certain circumstances to indemnify for intellectual property infringement claims related to our services, are often targets of such assertions. We cannot determine with certainty whether any existing or future third-party intellectual property rights would require us to alter our technologies, obtain licenses or cease certain activities.

We have received, and may in the future receive, claims from third parties alleging infringement and other related claims. Current and future litigation may make it necessary to defend ourselves and our customers and other business partners by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. Some of our competitors may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, non-practicing patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, our wireless carrier customers or our other business partners. These companies typically have little or no product revenue and, therefore, our patents may provide little or no deterrence against such companies filing patent infringement lawsuits against us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time consuming and costly to evaluate and defend and could:


•	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.

In addition to liability for monetary damages against us or, in certain circumstances, our customers, we may be prohibited from developing, commercializing or continuing to provide certain of our navigation services unless we obtain licenses from the holders of the patents or other intellectual property rights. We cannot assure you that we will be able to obtain any such licenses on commercially reasonable terms, or at all. If we do not obtain such licenses, our business, operating results and financial condition could be materially adversely affected, and we could, for example, be required to cease offering our navigation services or be required to materially alter our navigation services, which could involve substantial costs and time to develop.

Unauthorized control or manipulation of our systems in vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products, cancellation of contracts with certain of our automobile manufacturer or tier-one customers and harm our business.

There have been reports of vehicles of certain automobile manufacturers being “hacked” to grant access to and operation of the vehicles to unauthorized persons and would-be thieves. Modern vehicles are technologically advanced machines requiring the interoperation of numerous complex and evolving hardware and software systems, including the navigation system, and with respect to vehicles with autonomous driving features, control of the vehicle. We have agreed with some of our automobile manufacturer and tier-one customers to adopt certain security procedures and we may be subject to claims or our contracts with those automobile manufacturers and tier ones may be terminated if we do not comply with our covenants or if our products are the source of access to the systems in their vehicles by intruders.

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Although we have designed, implemented and tested security measures to prevent unauthorized access to our products when installed in vehicles, our information technology networks and communications with vehicles in which our products are installed may be vulnerable to interception, manipulation, damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors by personnel who have access to our networks and systems. Any such security incidents could result in unexpected control of or changes to the vehicles’ functionality and safe operation and our products’ user interface and performance characteristics. Hackers may also use similar means to gain access to data stored in or generated by the vehicle, such as its current geographical position, previous and stored destination address history and web browser “favorites.” Any such unauthorized control of vehicles or access to or loss of information could result in legal claims or proceedings and negative publicity, which would negatively affect our brand and harm our business, prospects, financial condition and operating results.

Our business is subject to online security risks, including potential security and privacy incidents.

Our business involves the collection, storage, processing and transmission of information about our users, including users' locations and routes. Additionally, our apps transmit information to users’ personal devices, which creates opportunities for hackers to exploit vulnerabilities in our apps. An increasing number of organizations, including large online and offline merchants and businesses, other large Internet companies, financial institutions, and government institutions, have disclosed breaches of their security, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites or infrastructure. While we invest significant resources to evaluate and improve our security, we have been subject to such attacks in the past, although they have not, to our knowledge, resulted in a breach of security involving unauthorized acquisition of users' personal information. A breach of security or privacy could have negative consequences for our reputation, which could result in users discontinuing or reducing their use of our products and our automotive customers terminating their agreements with us, and could have significant out-of-pocket financial impact, which could harm our business. Similarly, a breach of security or privacy in vehicles in which our navigation products are installed could result in a reduction in adoption of our navigation products.

The techniques used to obtain unauthorized, improper or illegal access, disable or degrade service, or sabotage systems or access our data change frequently, may be difficult to detect quickly, and often are not recognized until launched against a target. Certain efforts may be state-sponsored and supported by significant financial and technological resources and may therefore be even more difficult to detect. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Unauthorized parties also may attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving our employees, contractors and temporary staff. A party that is able to circumvent our security measures could misappropriate our, our customers’ or our employees’ personal or proprietary information, cause interruption in our operations and damage our computers and systems or those of our customers. In addition, our customers have been and likely will continue to be targeted by parties using fraudulent “spoof” and “phishing” emails to misappropriate user names, passwords, payment card numbers, GPS data or other personal information or to introduce viruses or other malware, including through “trojan horse” programs, to our users’ phones and vehicles. Also, our information technology and infrastructure may be vulnerable to cyberattacks or security incidents, and third parties may be able to access our customers’ personal or proprietary information and payment card data that are stored on or accessible through our systems. Any security or privacy incident at a company providing services to us or our tier-one customers, or integrated with our products and services, could have similar effects. We may also need to expend significant additional resources to protect against security or privacy incidents or to redress problems caused by such incidents. Our ability to anticipate and respond to these issues is likely to become more difficult and costly as we expand the number of markets where we operate. Additionally, our insurance policies carry low coverage limits, which may not be adequate to reimburse us for losses caused by security incidents, and we may not be able to collect fully, if at all, under these insurance policies.

Vulnerabilities in our products and services have been publicly disclosed before, and if we are unable to adequately detect and address vulnerabilities in our products and services, it may result in harm to our business.

As with any application, our products may contain known and unknown vulnerabilities, coding errors, design flaws, or other issues that could allow an attacker to maliciously exploit our software. Vulnerabilities in our software and applications have been publicly exposed in the past, although they have not, to our knowledge, resulted in the disclosure of user information or been maliciously exploited. While we are investing significantly to evaluate and improve our security on the vulnerabilities we have identified, addressing vulnerabilities in our software is an ongoing process. Malicious exploitation of our products could result in the introduction of malicious software onto our users’ devices, the theft of confidential or private information, damage to users’ devices, and harm to our reputation, among other issues. Successful exploitation of a vulnerability in our software may subject us to numerous lawsuits or regulatory inquiries. Additionally, the disclosure of any vulnerability may result in a loss of confidence in us or our products, the cancellation of contracts with certain of our automotive tier-one customers, discontinued use of our products, and harm to our business and reputation. These events could have significant out-of-pocket financial impact for us.

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Changes in government regulation of the wireless communications, automobile and in car commerce industries may adversely affect our business.

It is possible that a number of laws and regulations may be adopted in the United States and elsewhere that could restrict the wireless communications industry, further regulate the automobile industry or impair the ability to conduct in car commerce, including laws and regulations regarding lawful interception of personal data, hands free use of mobile phones or navigation services within vehicles, autonomous driving or the control of such use, privacy, export control, taxation, content suitability, copyright and antitrust. Furthermore, the growth and development of electronic storage of personal information may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours that store personal information. We anticipate that regulation of the industries in which our products and services are used will increase and that we will be required to devote legal and other resources to address this regulation. In addition, governments have recently begun to consider and adopt laws regarding vehicles using ADAS and autonomous and semi-autonomous driving capabilities and those laws may curtail or preclude using the services our products provide. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the wireless communications or automobile industries may make operation more costly, and may materially reduce our ability to increase or maintain sales of our products and services.

We are subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection and other matters and violations of these complex and dynamic laws, rules and regulations may result in claims, changes to our business practices, monetary penalties, increased costs of operations, and/or other harms to our business.

Numerous provincial, state, national and international laws and regulations apply to our collection, use, retention, protection, disclosure, transfer and other processing of data, including personal data. These laws and regulations are evolving rapidly and imposing increasingly varied requirements across the jurisdictions in which we do business. For example, the European Union’s, or EU, General Data Protection Regulation, or GDPR, took effect in May 2018. The GDPR replaced Directive 95/46/EC of 1995 and is directly applicable in EU member states. Among other things, the GDPR regulates data controllers and processors outside of the EU whose processing activities relate to the offering of goods or services to, or monitoring the behavior within the EU of, EU data subjects. Efforts to comply with the GDPR has caused us to incur substantial operational costs and required us to change our business practices or service offerings, and we believe will continue to do so. Despite our efforts to bring practices into compliance with the GDPR, we cannot guarantee that we are fully compliant or will be able to demonstrate compliance as of a future date if required to do so. In addition, because the GDPR is new, it may be subject to new or changing interpretations by courts, and our interpretation of the law and efforts to comply with the rules and regulations of the law may be ruled invalid. The GDPR imposes significant penalties of up to the greater of 4% of worldwide turnover and €20 million for violations of the GDPR. Similarly, in June 2018, California enacted the California Consumer Privacy Act of 2018, or the CCPA, which became effective in January 2020. The CCPA, among other things, requires covered companies to provide new disclosures to California consumers and afford such consumers new rights to opt-out of our collection, retention and certain sales of personal information. The CCPA creates a private right of action for statutory damages for certain breaches of information. In addition, from time to time the Office of the California Attorney General will promulgate proposed regulations and, following a public comment period, will issue final regulations to establish procedures to facilitate these new rights and as necessary to further the purposes of the CCPA. As such, and as additional amendments to the CCPA could be introduced during California’s next legislative session, it remains unclear what procedures will be required to comply with the CCPA or how the CCPA and final regulations will be interpreted and enforced. In addition, other states have enacted or proposed legislation that regulates the collection, use, and sale of personal information, and such laws and regulations might not be compatible with either the GDPR or the CCPA. We cannot yet predict the impact of the CCPA or impending legislation on our business or operations, but it may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. If we fail to implement practices and procedures deemed necessary by regulators or consumers or to comply with the GDPR, CCPA or other applicable laws and regulations, we may be subject to fines, penalties, litigation, and reputational harm and our business may be seriously harmed. In addition, various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile and advertising industries in particular. It is possible that new laws, regulations, standards, recommendations, best practices or requirements will be adopted that would affect our business, particularly with regard to location-based services and communication with consumers via mobile devices. To the extent that we or our clients are subject to new laws or recommendations or choose to adopt new standards, recommendations, or other requirements, we may have greater compliance burdens. If we are perceived as not operating in accordance with industry best practices or any such guidelines or codes with regard to privacy or data protection, our reputation may suffer, and we could lose relationships with developer partners as well as our automobile manufacturers and tier ones.

The application and interpretation of these laws and regulations may be uncertain, particularly in the new and rapidly evolving industry in which we operate. At the same time that these data protection requirements are increasing in number,

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variation, and complexity, the consequences of noncompliance are also increasing. As a result, we anticipate (i) heightened privacy and data protection compliance costs; (ii) an increased risk of legal, financial, or reputational harm in case of actual or perceived noncompliance, whether by us, our business partners, customers or end users; and (iii) an increased risk of a reduced return on investments in some strategic partnerships and product and service development efforts. These risks include:

•

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. Additional litigation risks may arise due to contractual obligations with our customers and business partners.

In most cases, our processing of personal data is a service we provide at the direction of a partner or end customer, including in conjunction with a service the customer provides for its end-users. Our role in delivering services for customers to end-users may increase the risk of a perceived violation, even when the fault is not attributable to our action or inaction (e.g., in the case of a data breach resulting from a customer’s or end-user’s failure to secure systems or passwords within their control). We might be included in others’ perceptions of inadequate data protection measures, regardless of whether such perceptions are invalid, and this could harm our reputation and inhibit adoption of our products, applications and services by current and prospective customers. Even where it is clear that we are not responsible, privacy or data protection violations caused by one of our business partners could negatively affect us by association. We may incur costs to investigate and disprove perceptions. We may also experience challenges recovering trust from customers whose information may have been affected (e.g., disclosed more broadly than intended due to a data breach, regulatory inquiry, or litigation). Such reputational harms could result in potentially decreased demand for our products and services.

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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, tracking and routing data, data analytics, ability to conduct in-car commerce 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 expanded products and services may be

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commercially infeasible in some markets in light of actual or potential compliance costs under current or developing legal requirements in this area.

Certain of our products are subject to U.S. export controls; where we fail to comply with these laws, we could suffer monetary or other penalties.

Certain of our products are subject to U.S. export controls, specifically the Export Administration Regulations, and economic sanctions enforced by the Office of Foreign Assets Control. We incorporate standard encryption algorithms into our products, which, along with the underlying technology, we may export outside of the United States only with the required export authorizations, including by license, license exception or other appropriate government authorizations. Each of these authorizations may require us to file an encryption registration and classification request. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. We also are restricted from exporting products to certain government and state-owned enterprises. We take precautions to prevent our products and services from being exported in violation of these laws and, in many instances, we rely on our partners to assure compliance when selling, distributing and/or using our products outside the United States. In certain instances, we may have shipped encryption products prior to obtaining the required export authorizations and/or submitting the required requests, including a classification request and request for an encryption registration number. Additionally, even though we take precautions to ensure that our partners comply with all relevant regulations, any failure by our partners to comply with such regulations could have negative consequences for us, including reputational harm, government investigations and penalties and interruptions in our ability to distribute and sell our products. In addition, in connection with the recent changes resulting from 2018 U.S. legislation expanding the scope and authority of the Committee on Foreign Investment in the United States, or CFIUS, the U.S. Commerce Department’s Bureau of Industry and Security recently released for comment new export control classifications for artificial intelligence driven geospatial imagery analysis, which may be used in navigation software. Software meeting this new classification is likely to be classified as a critical technology and export of it from the United States may be limited. Because rulemaking under the new CFIUS law is not completed, there is a risk that the types of navigation software and technologies that we provide to our customers may be affected.

Various countries also regulate the import of certain encryption technology and operation of our products, including through import permitting, certification and licensing requirements, and have enacted laws that could limit our ability to distribute our products or our end customers’ ability to operate our products in those countries, or could impose additional expense on us to meet these requirements as a condition to distribute our products. Encryption products and the underlying technology may also be subject to export-control restrictions. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export approval for our products, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory laws and regulations regarding the export or import of our products, including with respect to new releases of our products, may create delays in our introduction of products in international markets, prevent our end customers with international operations from deploying our products throughout their globally distributed systems or, in some cases, prevent the export or import of our products to some countries altogether.

In addition, because our sales are made through partners, if these partners fail to obtain appropriate import, export or re-export licenses or authorizations, we may also be adversely affected, including potentially being liable for penalties under government restrictions and regulations, even where the partner failed to obtain the appropriate licenses or authorizations. Obtaining the necessary authorizations, including any required license, for a particular sale may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. Changes in our products or changes in applicable export or import laws and regulations may also create delays in the introduction and sale of our products in international markets, prevent our end customers with international operations from deploying our products or, in some cases, prevent the export or import of our products to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products, or in our decreased ability to export or sell our products to existing or potential end customers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products could adversely affect our business, financial condition and results of our operations.

U.S. export control laws and economic sanctions programs also prohibit the shipment of certain products and services to targeted countries, governments and persons that are subject to U.S. economic embargoes and trade sanctions. If we or our partners ship products to those targets, or third parties provide our products to these targets, we could be subject to government investigations, penalties and reputational harm. Furthermore, any new embargo or sanctions program, or any change in the countries, governments, persons or activities targeted by such existing programs, could result in decreased use of our products, or in our decreased ability to export or sell our products to existing or potential end customers, which could adversely affect our business and our financial condition.

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Government regulation designed to protect end user privacy may make it difficult for us to provide our services or provide in car commerce services.

We collect, store and transmit a large volume of information from or about end users or their devices in the course of providing our products and services. This information is increasingly subject to legislation and regulations, such as the GDPR and CCPA, in numerous jurisdictions around the world. This government regulation is typically intended to protect the privacy and security of personal or sensitive information about its residents or that is collected, stored and transmitted in or from the relevant jurisdiction.

Domestic or international legislation or regulations, such as GDPR and CCPA, may expand to require changes in our business practices or if governing authorities interpret or implement their legislation or regulations in ways that negatively affect our business. For example, the USA PATRIOT Act provides certain rights to U.S. law enforcement authorities to obtain personal information in the control of U.S. persons and entities without notifying the affected individuals. If we are required to allocate significant resources to modify the delivery of our services to enable enhanced legal interception of the personal information that we transmit and store, our results of operations and financial condition may be adversely affected.

In addition, because various foreign jurisdictions have different laws and regulations concerning the collection, storage and transmission of personal information, we may face unknown requirements that pose compliance challenges in new international markets that we seek to enter. Such variation could subject us to costs, delayed service launches, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

As privacy and data protection have become more topical issues, we may also be subject to increased scrutiny or potential liabilities as a result of developing views on the relevance of privacy or sensitivity of personal information. These and other privacy concerns could adversely impact our business, results of operations and financial condition.

If we are unable to obtain the required government licenses or approvals to comply with government regulation relating to map data and location-based services, we may not be able to provide our products and services and our business could be adversely impacted.

A number of countries and local jurisdictions require certain licenses and/or government approvals in order to comply with regulations governing the creation or distribution of map data and/or the provision of location-based services, including the collection of location information. If we are unable to obtain the necessary licenses or approvals or fail to comply with the regulations in each jurisdiction where we or our partners offer location-based products and services, we may be unable to offer to our partners or customers the full scope of planned products and services. In addition, should any map data or location-based services related regulations change, we may incur additional expense in modifying our existing products and product roadmaps to comply with the requirements of individual jurisdictions. Such laws or regulations or the imposition of new laws and regulations regarding the provision of map data or location-based services may make operation more costly, and may materially reduce our ability to increase or maintain sales of our products and services.

If we are unable to protect our intellectual property and proprietary rights, or if claims are asserted against us, our competitive position and our business could be harmed.

Our success depends in part upon our ability to protect our core technology and intellectual property. We rely on patents, trademarks, copyrights and trade secret laws, confidentiality procedures, and employee disclosure and invention assignment agreements to protect our intellectual property rights. As of June 30, 2020, we had 181 patents issued in the United States and 37 patent applications pending in the United States relating to our current and next-generation products, operating platform and solutions applications, and the ability to claim priority to many of the patent applications worldwide. These patents issued in the U.S. expire between April 11, 2020 and August 23, 2038. However, these patents or any patents that may issue to us in the future may be subject to re-examination, contest, circumvention, or found unenforceable or invalidated, and we may or may not be able to prevent third parties from infringing them. We also license software from third parties for integration into our products, including open-source software.

We utilize internal and external controls to restrict access to and use of our proprietary software and other confidential information, including contractual protections with employees, contractors, end customers and partners. Our software is also protected by U.S. and international copyright laws. However, despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights, licenses and confidentiality agreements, and reasonable security measures, third parties may still copy our products or otherwise gain access to or obtain and use our proprietary software and technology without our knowledge or authority or in ways we do not intend.

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Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Any failure by us to meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features, which could seriously reduce demand for our navigation services. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.

Our industry is characterized by the existence of a large number of patents, and competitors increasingly may utilize litigation regarding patent and other intellectual property rights to protect or expand their market position. In particular, leading and more mature companies have extensive patent portfolios and are regularly involved in both offensive and defensive litigation. As end customers increasingly use our products and services, we face a higher risk of being the subject of intellectual property infringement claims from third parties, not only from our competitors but also increasingly from non-operating entities, who will be more likely to claim that our platform infringes their proprietary rights. From time-to-time, such third parties, including certain of these leading companies and, increasingly, non-operating entities, may assert patent, copyright, trademark, and other intellectual property rights against us, our partners or our end customers. In these instances, our standard license and other agreements may obligate us to indemnify our partners and end customers against such claims. Successful claims of infringement by a third party could prevent us from distributing certain products or performing certain services, require us to expend significant management attention and money to develop non-infringing solutions or force us to pay substantial damages, royalties or other fees. This could include treble damages, if we are found to have willfully infringed patents or copyrights. We currently do not maintain insurance coverage against any such claims.

In addition, our products utilize software under third-party open-source licenses, including as incorporated into software we receive from third-party commercial software vendors. Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software that we use. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release portions of the source code of our proprietary software to the public. This could allow our competitors to create similar products with lower development effort and time, and ultimately could result in a loss of product sales for us.

We cannot assure that we do not currently infringe, or that we will not in the future infringe, or that we can resolve through litigation or on reasonable settlement terms, any such claims against us relating to, any third-party patents or other proprietary rights, including relating to use of third-party open source software. See “Part II, Item 1 - Legal Proceedings” for additional information.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology, including the proprietary software components of our navigation services and related processes. In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of our confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of our confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Our use of open source software could negatively affect our ability to sell our products and services and subject us to possible litigation.

We use open source software in our navigation services platform and client applications and may use more open source software in the future. Use of open source software may subject our navigation services platform and client applications to general release or require us to re-engineer our navigation services platform and client applications, which may cause harm to our business. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such

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modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine our proprietary software products with open source software in a certain manner, we could, under certain of the open source licenses, be required to release our proprietary source code. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. Open source license terms may be ambiguous and we may not be able to anticipate or eliminate many of the risks associated with our usage of open source, which could negatively affect our business. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our navigation services platform and client applications, discontinue the sale of our service in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.

Risks related to being a publicly traded company and holding our common stock

As a public company, we are obligated to develop and maintain effective internal control over financial reporting. We may not always complete our assessment of the effectiveness of our internal control over financial reporting in a timely manner, or such internal control may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

The Sarbanes-Oxley Act requires that we test our internal control over financial reporting and disclosure controls and procedures annually. For example, as of June 30, 2020, we performed system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 requires that we incur substantial expense and expend significant management time on compliance-related issues.

During the three months ended December 31, 2018, we identified certain errors related to our implementation of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) due to our internal control over financial reporting relating to supervision and review of the financial models supporting our revenue recognition accounting and disclosures not operating effectively, which we refer to as the “December 2018 Control Deficiency.” We concluded that, because the December 2018 Control Deficiency created a more than remote likelihood of a material misstatement not being prevented or detected on a timely basis, this deficiency constituted a material weakness in internal control over financial reporting.

In connection with the preparation of our quarterly financial statements for the three months ended December 31, 2019, we identified certain errors related to our revenue recognition for the Grab Transaction due to the complexity of evaluating the relationship of the various elements of the transaction that we had not identified timely and accounted for appropriately in our financial statements for the three months ended September 30, 2019, which we refer to as the “December 2019 Control Deficiency.” Based on these findings, our management identified a material weakness in our review controls over unusual or non-recurring and significant transactions. Specifically, we had not designed our controls properly to provide reasonable assurance that we timely identify and assess the accounting implications of terms in unusual or non-recurring agreements, such as arising from the Grab Transaction.

As further described in Part II, Item 9A of this Annual Report on Form 10-K, we have taken specific steps to remediate these material weaknesses by implementing and enhancing our internal controls. During our fourth fiscal quarter of 2020, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded that the December 2018 Control Deficiency and the December 2019 Control Deficiency which each constituted a material weakness have been remediated as of June 30, 2020.

If we are unable to comply with the requirements of Section 404 in the future, or if we or our independent registered public accounting firm identify additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price and trading liquidity of our stock may decline, investors may lose confidence in our reported financial information, we could be subject to civil and criminal investigations and penalties by the NASDAQ Global Market, the SEC or other regulatory authorities, and our business and financial condition could otherwise be materially and adversely impacted.

We will continue to incur high costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we incur significant legal, accounting, investor relations and other expenses, including costs associated with public company reporting requirements. We also have incurred and will continue to incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-

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Oxley Act, as well as rules implemented by the SEC and the stock exchange on which our common stock is traded. We are generally not eligible to report under reduced disclosure requirements or benefit from longer phase in periods for “emerging growth companies” as such term is defined in the Jumpstart Our Business Act of 2012. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over the past several years. We expect these rules and regulations to continue to impact our legal and financial compliance costs substantially and to make some activities more time consuming and costly. We are unable currently to estimate these costs with any degree of certainty. We also expect that, over time, it may be more expensive for us to obtain director and officer liability insurance. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers if we cannot provide a level of insurance coverage that they believe is adequate.

In September 2018, California enacted a law that requires publicly held companies headquartered in California to have at least one female director by the end of 2019 and at least three by the end of 2021, with the exact number required dependent upon the size of the board. The law would impose financial penalties for failure to comply. We believe we were in compliance with the requirements of the law during 2019. However, we do not currently have any female directors and we may incur costs associated with complying with the law now and in future years, including costs associated with expanding our board of directors or identifying qualified female candidates for appointment to our board of directors, or financial penalties or harm to our brand and reputation if we are unable to do so.

Regulations relating to investments in offshore companies by Chinese residents may subject our Chinese-resident beneficial owners or our Chinese subsidiaries to liability or penalties, limit our ability to inject capital into our Chinese subsidiaries, limit our Chinese subsidiaries’ ability to increase their registered capital or limit their ability to distribute profits to us.

On July 4, 2014, the State Administration of Foreign Exchange of the People’s Republic of China, or SAFE, promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or Circular 37, which replaced the former Circular on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Round Trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Vehicles (commonly known as “SAFE Circular 75”) promulgated by SAFE on October 21, 2005. Circular 37 requires Chinese residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such Chinese residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in Circular 37 as a “special purpose vehicle.” Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by Chinese individuals, share transfer or exchange, merger, division or other material event. In the event that a Chinese shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the Chinese subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out all subsequent cross-border foreign exchange activities in worst scenario, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its Chinese subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under Chinese law for evasion of foreign exchange controls. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or Circular 13, which became effective on June 1, 2015. Pursuant to Circular 13, entities and individuals are required to apply for foreign exchange registration of overseas direct investment, including those required under Circular 37, with qualified banks, instead of SAFE. The qualified banks, under the supervision of SAFE, will directly review the applications and conduct the registration.

We attempt to comply, and attempt to ensure that our stockholders who are subject to Circular 37 and other related rules, comply with the relevant requirements under Circular 37. However, we cannot provide any assurances that all of our stockholders who are Chinese residents have complied or will comply with our request to make or obtain any applicable registrations or comply with other requirements required by Circular 37 or other related rules. Any failure or inability of any of our stockholders who is a Chinese resident to comply with relevant requirements under Circular 37 could subject such stockholders or our Chinese subsidiaries to fines and legal sanctions imposed by the Chinese government and may also limit our ability to contribute additional capital into our Chinese subsidiaries or receive dividends or other distributions from our Chinese subsidiaries. As a result, these risks may have a material adverse effect on our business, financial condition and results of operations.

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If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

We expect that the trading price for our common stock will be affected by any research or reports that industry or financial analysts publish about us or our business. As of June 30, 2020, only three research analysts publish reports regarding our company. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause our stock price to decline. In addition, if any analysts who may elect to cover us downgrade their evaluations of us or issues an adverse or misleading opinion regarding our stock, the price of our stock could decline. For example, following the GM announcement on September 5, 2019 that it intended to utilize GAS solutions on certain models beginning with GM’s model year 2022, several financial analysts published research reports lowering their price targets of our stock. After this announcement and publication of these reports, our stock price fell significantly. Garmin announced in January 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system, which also caused our stock price to decline. If Ford were similarly to announce a broader transition toward a competitive platform or offering such as GAS, this would significantly impact our revenue in future years. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause its price to decline. During portions of fiscal 2019 and fiscal 2020, our stock has traded at prices below $5.00 per share. If our stock continues to trade at prices below $5.00 per share for an extended period of time, financial analysts might terminate coverage of our company due to internal policies within their investment banks, which could result in further stock price declines.

Our stock price has fluctuated significantly and may continue to fluctuate in the future.

Since our initial public offering, our common stock has traded at prices as high as $22.07 per share and as low as $3.35 per share and has tended to have significant downward and upward price movements in short time periods. For example, GM announced on September 5, 2019 that it intended to utilize GAS solutions on certain models beginning with GM’s model year 2022. Garmin announced in January 2020 a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. The price per share of our common stock fell significantly following these announcements. If Ford were similarly to announce a broader transition toward a competitive platform or offering such as GAS, this would significantly impact our revenue in future years. Future fluctuations or declines in the trading price of our common stock may result from a number of events or factors, including those discussed in the preceding risk factors relating to our operations, as well as:


•	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, such as Ford, GM and others, regarding increased use in their vehicles of competing third-party navigation platforms, such as GAS;


•	our issuance of equity to our employees or through private or public sales, which could cause dilution to our existing investors;


•	announcements of strategic transactions or investments by us, which could cause uncertainty for our investors and analysts;


•	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.

General market conditions and domestic or international macroeconomic factors unrelated to our performance, such as the continuing unprecedented volatility in the financial markets, including as a result of COVID-19, may also affect our stock price. For these reasons, investors should not rely on recent trends to predict future stock prices or financial results. Investors in our common stock may not be able to dispose of the shares they purchased at prices above the initial public offering price, or, depending on market conditions, at all.

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In the past, the market price for our common stock has traded only slightly above the cash value of our common stock. As of June 30, 2020, the cash value (including short-term investments) of our common stock was approximately $2.34 per share. If investors do not value our company as an ongoing business and only value it for the cash on our balance sheet, our stock price may decline if we continue to incur net losses and use our cash to fund operations. We may also attract investors who are looking for short-term gains in our shares rather than being interested in our long-term outlook. As a result, the price of our common stock may be volatile.

The concentration of ownership of our capital stock limits your ability to influence corporate matters.

Our executive officers and directors and entities affiliated with them beneficially owned (as determined in accordance with the rules of the SEC) approximately 23.0% of our common stock outstanding as of June 30, 2020, which includes approximately 15.5% of our common stock held by Digital Mobile Venture Ltd., which is an entity represented by a member of our board of directors, and 5.2% held by our chief executive officer. These stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

The average daily trading volume in our stock is limited and any sales of our common stock by any of these stockholders (or, in the case where such stockholders are investment funds, distribution of our stock to their investors and their subsequent sale), could significantly increase trading volatility in and significantly lower the market price of our common stock, regardless of our actual operating performance.

Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove members of our board of directors or current management and may adversely affect the market price of our common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our board of directors or management. These provisions include the following:


•	our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

•

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 of directors, the chair of the board of directors, 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 of directors;


•	our board of directors 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 of directors 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 of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. For example, under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

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Our directors are entitled upon a change of control of our company to accelerated vesting of their equity awards pursuant to the terms of their service arrangements, and our executive officers and certain employees may also receive certain benefits, including vesting acceleration, in the event their employment is actually or constructively terminated in the context of a change of control. In addition to the arrangements currently in place with some of our executive officers, we may enter into similar arrangements in the future.

These provisions, alone or together, could deter, delay or prevent hostile takeovers and changes in control of our company or changes in our management, and could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock, and could also affect the price that some investors are willing to pay for our common stock.

Our ability to use our net operating losses and credits to offset future taxable income may be subject to certain limitations.

As of June 30, 2020, we had federal and state net operating loss carryforwards, or NOLs, of $167.8 million and $11.1 million, respectively, due to current and prior period losses, and we had federal and state research and development tax credit carryforwards of $8.1 million and $12.9 million, respectively. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) is subject to limitations on its ability to utilize its pre-change NOLs and credits to offset post-change taxable income. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Our existing NOLs and credits may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability or that of the acquiror to utilize NOLs and credits could be further limited by Section 382 of the Code.

On March 27, 2020, the U.S. government enacted new tax legislation commonly referred to as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act includes several significant business tax provisions to provide liquidity to businesses affected by the economic impact of COVID-19. Specifically, the CARES Act repeals the 80% limitation on the use of net operating losses for tax years beginning after December 31, 2017 and for tax years beginning before January 1, 2021.

The inability to utilize in the future our NOLs, in part or at all, could lower the value of our company to a potential acquiror.

We have a share repurchase program, but we cannot guarantee that our repurchase of shares will enhance long-term stockholder value. Our share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.

In February 2019, our board of directors authorized a stock repurchase program, which authorized us to repurchase shares of our common stock for an aggregate purchase price of up to $20.0 million. As of June 30, 2020, we had repurchased under this program a total of 1,913,540 shares of our common stock at a total price of $10.7 million and average purchase price of $5.57 per share of our common stock. The program expired by its terms as of August 4, 2020, but our Board may renew the program at any time. We cannot assure that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchase our stock, and short-term stock price fluctuations could reduce the program’s effectiveness.



ITEM 1B.	UNRESOLVED STAFF COMMENTS

None.



ITEM 2.	PROPERTIES

Facilities

Our corporate headquarters are located at 4655 Great America Parkway, Suite 300, Santa Clara, California in an office consisting of approximately 55,000 square feet pursuant to a lease that expires in September 2023. This headquarters facility houses the majority of our U.S. research and development, support, marketing and general and administrative personnel. We also lease space in various locations in North America, China, Romania, Germany, Japan and South Korea. We believe our current facilities will be adequate or that additional space will be available on commercially reasonable terms for the foreseeable future.

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ITEM 3.	LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves and our customers by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. From time to time, we also may be subject to claims from our third-party content providers that we owe them additional royalties and interest, which claims may result in litigation if we and the third-party content provider are unable to resolve the matter. There can be no assurance with respect to the outcome of any current or future litigation brought against us or pursuant to which we have indemnification obligations and the outcome could have a material adverse impact on our business, operating results and financial condition.

In addition, we have received, and expect to continue to receive, demands for indemnification from our customers, which demands can be very expensive to settle or defend, and we have in the past offered to contribute to settlement amounts and incurred legal fees in connection with certain of these indemnity demands. In response to these demands we may be required to assume control of and bear all costs associated with the defense of our customers in compliance with our contractual commitments.

Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to our wireless carrier and other customers’ indemnity demands with respect to pending litigation, could materially harm our business, operating results and financial condition.



ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

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PART II.



ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the NASDAQ Global Market under the symbol “TNAV.”

We had approximately 28 stockholders of record as of June 30, 2020. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions. We have never declared or paid dividends on our common stock and do not expect to pay dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Issuer Purchases of Equity Securities

On February 7, 2019, we announced that our board of directors had approved a stock repurchase program to facilitate our repurchase up to $20.0 million worth of our issued and outstanding common stock in the open market. The timing and amount of repurchase transactions under this program depended on market conditions, cash flow and other considerations. No repurchases were made during the three months ended June 30, 2020. The repurchase authorization expired on August 4, 2020.

STOCK PERFORMANCE GRAPH

This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Telenav, Inc. under the Securities Act or the Exchange Act.

The following graph shows a comparison from July 1, 2015 through June 30, 2020 of cumulative total return for our common stock, the NASDAQ Composite Index and the Russell 3000 Index. Such returns are based on historical results and are not intended to suggest future performance. Data for the NASDAQ Composite Index and the Russell 3000 Index assume reinvestment of dividends.

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ITEM 6.	SELECTED FINANCIAL DATA

You should read the following selected financial data in conjunction with the consolidated financial statements and related notes thereto appearing elsewhere in this Form 10-K. We derived the statement of operations data for fiscal years ended June 30, 2020, 2019 and 2018 and the balance sheet data as of June 30, 2020 and 2019 from the audited consolidated financial statements included elsewhere in this Form 10-K. We derived the statement of operations data for the fiscal years ended June 30, 2017 and 2016 and the balance sheet data as of June 30, 2018, 2017 and 2016 from audited consolidated financial statements that we have not included in this Form 10-K. We have reclassified certain prior period balances to conform to the current period presentation of discontinued operations. We have prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. We have classified the results of operations of our advertising business, which were previously presented as a component of our consolidated operating results, as discontinued operations in our statement of operations for all periods we presented. We have not declared or distributed any cash dividends on our common stock. Historical results are not necessarily indicative of results to be expected for future periods.



Consolidated Statements of Operations Data: (in thousands, except per share data)	Fiscal Year Ended June 30,
	2020			2019			2018			2017			2016⁽¹⁾
Revenue	$	240,351		$	196,655		$	191,234		$	182,874		$	161,602
Cost of revenue	126,431			113,149			114,730			107,712			88,501
Gross profit	113,920			83,506			76,504			75,162			73,101
Operating expenses:
Research and development	79,256			78,603			79,946			62,340			64,189
Sales and marketing	8,280			7,584			9,168			11,470			11,765
General and administrative	25,822			23,811			21,550			21,854			21,063
Goodwill impairment	—			—			2,666			—			—
Legal settlement and contingencies	—			700			425			6,424			935
Restructuring	—			—			—			—			(1,132		)
Total operating expenses	113,358			110,698			113,755			102,088			96,820
Income (loss) from operations	562			(27,192		)	(37,251		)	(26,926		)	(23,719		)
Other income (expense), net	3,010			2,916			833			892			(229		)
Income (loss) from continuing operations before provision for income taxes	3,572			(24,276		)	(36,418		)	(26,034		)	(23,948		)
Provision for income taxes	1,336			1,376			1,012			841			511
Equity in net (income) of equity method investees	(876		)	—			—			—			—
Income (loss) from continuing operations	3,112			(25,652		)	(37,430		)	(26,875		)	(24,459		)
Loss on discontinued operations, net of tax	(4,042		)	(6,836		)	(3,404		)	(2,661		)	(10,862		)
Net loss	$	(930	)	$	(32,488	)	$	(40,834	)	$	(29,536	)	$	(35,321	)
Basic income (loss) per share
Income (loss) from continuing operations	$	0.07		$	(0.56	)	$	(0.84	)	$	(0.62	)	$	(0.59	)
Loss on discontinued operations	(0.08		)	(0.15		)	(0.08		)	(0.06		)	(0.26		)
Net loss	$	(0.02	)	$	(0.71	)	$	(0.92	)	$	(0.68	)	$	(0.85	)
Diluted income (loss) per share
Income (loss) from continuing operations	$	0.06		$	(0.56	)	$	(0.84	)	$	(0.62	)	$	(0.59	)
Loss on discontinued operations	(0.08		)	(0.15		)	(0.08		)	(0.06		)	(0.26		)
Net loss	$	(0.02	)	$	(0.71	)	$	(0.92	)	$	(0.68	)	$	(0.85	)
Weighted average shares used in computing income (loss) per share, basic	47,868			45,577			44,498			43,343			41,567
Weighted average shares used in computing income (loss) per share, diluted	48,761			45,577			44,498			43,343			41,567

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Consolidated Balance Sheets Data: (in thousands)	As of June 30,
Consolidated Balance Sheets Data: (in thousands)	2020		2019		2018		2017		2016⁽¹⁾
Cash, cash equivalents and short-term investments	$	110,833	$	99,478	$	84,946	$	98,355	$	109,626
Working capital	87,520		99,672		76,996		107,817		118,182
Total assets	293,751		297,015		237,680		240,894		218,247
Common stock and additional paid-in capital	192,217		182,396		167,940		159,710		149,818
Total stockholders’ equity	96,970		90,640		108,883		141,704		149,685

^{___________________________}

⁽¹⁾ The summary consolidated financial data for the fiscal year ended and as of June 30, 2016 have not been updated to reflect the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments (ASC 606). Refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 for additional discussion regarding our adoption of ASC 606.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our consolidated financial statements and the notes to those statements included elsewhere in this Form 10-K. This discussion contains forward-looking statements based on our current expectations, assumptions, estimates and projections about Telenav and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, as more fully described in “Risk factors” in Item 1A of this Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-K. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Overview

We generate product revenue from the delivery of customized software and royalties from the distribution of this customized software in certain automotive navigation applications, map updates to the software and customized software development. We generate services revenue primarily from brought-in automotive navigation solutions and the cloud functionality included in our hybrid automotive solutions.

Ford utilizes our on-board automotive navigation product in its Ford SYNC® platform. Ford pays us a royalty fee on SYNC 3 on-board solutions as our software is installed in the vehicle. Ford also pays us for periodic map updates. We also derive product revenue from GM's on-board navigation solutions and the on-board component of its hybrid navigation solutions, as described below.

We generate automotive services revenue primarily from our brought-in automotive navigation solutions. We earn a fee for each new vehicle owner who downloads and activates the associated mobile application featuring GM's branded mobile and web-based applications, whereby we provide enhanced search capabilities for contracted service periods. We also earn a fee for each new Toyota and Lexus vehicle sold and enabled to connect with our Scout GPS Link mobile application, similarly provided over a contracted service period.

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For its hybrid navigation solutions, GM pays us a product royalty fee as the SD card is shipped for installation in vehicles. This royalty includes a fee for the initial connected service to be provided once the vehicle is sold. GM will pay us an additional service fee for connected solution subscriptions for each end user that elects to renew the OnStar Connected Navigation or Connected Navigation subscription with GM.

Through August 2019, we generated revenue from advertising network services through the delivery of advertising impressions based on the specific terms of the advertising contract. In August 2019, we sold the Ads Business to inMarket Media, LLC, which we refer to as inMarket (see Note 11 to our consolidated financial statements). For the year ended June 30, 2020 and for all prior comparative periods, we reported the operating results of the Ads Business and the loss on its sale as discontinued operations in our consolidated financial statements.

In August 2019, we entered into certain agreements with affiliates of Grab Holdings, Inc., which, collectively with certain of its affiliates, we refer to as Grab, including: (i) a services agreement pursuant to which we agreed to provide certain services to Grab through certain of our employees designated to work on our OpenTerra Platform; (ii) a license agreement pursuant to which we granted to Grab a perpetual license to certain intellectual property associated with the OpenTerra Platform; and (iii) an asset purchase agreement pursuant to which Grab agreed to purchase certain intellectual property associated with the OpenTerra Platform to Grab, subject to certain customary closing conditions, and facilitated offers for employment or consulting arrangements by Grab to certain of our OpenTerra employees. The transactions contemplated by the services agreement, license agreement and asset purchase agreement together comprise the “Grab Transaction.” The consideration we received for the services agreement, license agreement and asset purchase agreement was a mix of cash and Grab Holdings, Inc. ordinary shares. We completed the asset sale to Grab on January 1, 2020. See Note 12 to our consolidated financial statements.

We reported revenue, cost of revenue and gross profit results in three business segments through June 30, 2019: automotive, advertising and mobile navigation. Commencing July 1, 2019, we operate in a single segment, automotive. Our CEO, who is the chief operating decision maker, does not review mobile navigation revenue, which represented less than 5% of both total revenue, and cost of revenue. As a result, we have combined the mobile navigation services business with the automotive business in a single segment.

Impact of coronavirus (COVID-19) pandemic

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus first identified in China in late 2019 (COVID-19) as a pandemic, which continues to spread throughout the U.S. and the world. In response, businesses and governments, including businesses and the federal and state governments in the U.S., have implemented numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. These measures have impacted and will continue to impact our workforce and operations, and those of our customers and vendors. As such, we expect the impact to our business and results of operations to be significant, and to continue for some period.

Our top priority is the health and safety of our employees and their families, as well as our automobile manufacturer customers and tier-one partners. Despite the challenges we and our suppliers and partners face, we believe we will be able to continue to deliver our personalized navigation and connected car software products and services to our customers and partners, without compromising our employees’ safety. Like many companies, we have put in place work-from-home procedures, which we expect to continue to maintain. We believe our employees have the necessary tools and technology to remain connected and productive while working from home offices around the world. We believe these cumulative efforts should allow us to continue to deliver our products and services.

However, the COVID-19 outbreak has caused and will continue to cause disruption to our business operations that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments. In addition, public health problems resulting from COVID-19 and precautionary measures instituted by governments and businesses worldwide to mitigate its spread have contributed to a general, significant and continuing downturn in the global economy. The shutdowns announced late in our quarter ended March 31, 2020 of manufacturing operations by Ford, GM and other automobile manufacturer partners did not have a substantial impact to our financial results for our third fiscal quarter. However, COVID-19 did have a significant and direct impact on the demand for our products and on our operating results in the three months ended June 30, 2020, and we expect it to continue to have an impact in fiscal 2021. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and we cannot predict.

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Our revenue and prospects for continued business directly depend upon the volume of new vehicles being produced by Ford, GM, Toyota and others, whose businesses and operating activities have been directly affected by the COVID-19 outbreak, related adverse public health developments and prospects for a global recession. The shutdowns and recent re-openings of manufacturing operations by Ford, GM and our other automobile manufacturer partners will decrease our revenue, operating results, financial condition and cash flows until our automobile manufacturer partners resume full production. In addition, a sustained economic recession will negatively impact demand for new vehicles, even when full production resumes. Should these conditions continue, they would also negatively impact our ability to maintain cash balances to support our operations and future investments. For example, in our fourth fiscal quarter ended June 30, 2020, our cash used in operating activities was $14.4 million. While we maintain what we believe are sufficient cash balances to support our operations, we believe such periods of cash usage in our operations could continue for the near-to-mid-term, and until our automobile manufacturer partners resume full production.

In light of the COVID-19 pandemic and likely economic recession, demand forecasts from our automobile manufacturer partners are likely to be revised and may not be reliable indicators of actual future production. Our outlook remains uncertain in the immediate to short term as we cannot predict when that resumption of production may occur, and at what level our partners may resume production. Once production does resume, it is likely that for an extended period the production rate will be substantially below maximum production or levels which preceded the COVID-19 shutdown. As a result, it may be difficult for us to forecast our revenue and to adjust costs appropriately if customer demand forecasts are inaccurate.

In the short-to-medium-term, we may benefit from cost savings, including reduced growth in employee compensation costs primarily due to slower hiring, reductions in travel and employee-related expenses as our sales and marketing activities shift from an in-person to an online format and other factors associated with our work-from-home procedures. We anticipate a small increase in overall aging of accounts receivable; however, we do not expect to be negatively impacted by a material increase in our allowance for doubtful accounts. Although we expect to manage our operating expenses closely, we expect to continue to use our cash to make investments in companies where we believe they present opportunities for synergies across our product offering or to expand our technology and in-car commerce ecosystem and to continue to develop our products for future automobile model years.

Over the longer term, once manufacturing production has fully resumed, we believe there may be new opportunities with our existing OEM partners to increase the lifetime value of our existing programs. However, there are many uncertainties, and we expect to see continued impact from the COVID-19 pandemic in future periods. In addition to the aforementioned uncertainties in the auto industry, changes in how we and companies worldwide conduct business, including but not limited to restrictions on travel and in-person meetings, may cause increasing disruption in the timing and results of our product development and sales and marketing initiatives. We will continue to evaluate the nature and extent of the impact of COVID-19 to our business.

See “Risk Factors" in Part I, Item 1A for further discussion of the potential impact of COVID-19 and its related public health measures on our business.

Key operating and financial performance metrics

We monitor the key operating and financial performance metrics set forth in the tables below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies. Certain of these measures such as billings, changes in deferred revenue and deferred costs, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA and free cash flow are not measures we calculated in accordance with U.S. generally accepted accounting principles, or GAAP, and you should not consider them as an alternative to any measure of financial performance we calculated and presented in accordance with GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures of other companies because other companies may not calculate them in the same manner that we do.

Our key operating and financial performance metrics are as follows (in thousands, except percentages and per share amounts):

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	Fiscal Year Ended June 30,
	2020			2019			2018
	(in thousands, except percentages and per share amounts)
Revenue	$	240,351		$	196,655		$	191,234
Revenue from Ford as a percentage of total revenue	44		%	62		%	76		%
Revenue from GM as a percentage of total revenue	34		%	20		%	< 10%
Billings (Non-GAAP)	$	244,159		$	257,252		$	226,658
Billings to Ford as a percentage of total billings (non-GAAP)	44		%	54		%	74		%
Billings to GM as a percentage of total billings (non-GAAP)	33		%	21		%	< 10%
Increase in deferred revenue	$	3,808		$	60,597		$	35,424
Increase in deferred costs	$	867		$	21,377		$	22,999
Gross profit	$	113,920		$	83,506		$	76,504
Gross margin	47		%	42		%	40		%
Income (loss) from continuing operations	$	3,112		$	(25,652	)	$	(37,430	)
Net loss	$	(930	)	$	(32,488	)	$	(40,834	)
Diluted income (loss) from continuing operations per share	$	0.06		$	(0.56	)	$	(0.84	)
Diluted net loss per share	$	(0.02	)	$	(0.71	)	$	(0.92	)
Adjusted EBITDA (Non-GAAP)	$	12,026		$	(15,410	)	$	(23,149	)
Net cash provided by (used in) operating activities	$	27,271		$	10,897		$	(5,139	)
Free cash flow (Non-GAAP)	$	26,338		$	9,499		$	(9,790	)

Gross margin is our gross profit, or total revenue less cost of revenue, which we express as a percentage of our total revenue. Our gross margin has been and will continue to be impacted by the increasing percentage of our revenue base we derive from automotive navigation solutions, which generally have higher associated third-party content costs than our mobile navigation offerings provided through wireless carriers.

Billings equals revenue we recognize plus the change in deferred revenue from the beginning to the end of the applicable period. We have also provided a breakdown of the calculation of the change in deferred revenue, which we add to revenue in calculating our non-GAAP billings metric. In connection with our presentation of the change in deferred revenue, we have provided a similar presentation of the change in the related deferred costs. We include in such deferred costs primarily costs associated with third-party content and certain development costs associated with our customized software solutions whereby we earn customized engineering fees. As we enter into more hybrid and brought-in navigation programs, deferred revenue and deferred costs become larger components of our operating results, so we believe these metrics are useful in evaluating cash flows.

We consider billings to be a useful metric for management and investors because billings drive revenue and deferred revenue, which is an important indicator of our business. There are a number of limitations related to the use of billings versus revenue calculated in accordance with GAAP. First, we include in billings amounts that we have not yet recognized as revenue. For example, we cannot fully recognize billings related to certain brought-in solutions as revenue in a given period due to requirements for ongoing map updates and provisioning of services such as hosting, monitoring, customer support and, for certain customers, additional period content and associated technology costs. Second, we may calculate billings in a manner that is different from peer companies that report similar financial measures, making comparisons between companies more difficult. When we use this measure, we attempt to compensate for these limitations by providing specific information regarding billings and how they relate to revenue calculated in accordance with GAAP.

We measure adjusted EBITDA, a non-GAAP financial measure, as our GAAP net loss adjusted for discontinued operations and from which we exclude the impact of stock-based compensation expense, depreciation and amortization, other income (expense), net, provision (benefit) for income taxes, and other applicable items such as legal settlements and contingencies. Stock-based compensation expense relates to equity incentive awards which we grant to our employees, directors, and consultants. Legal settlements and contingencies represent settlements, offers we made to settle, or loss accruals relating to litigation or other disputes in which we are a party or the indemnitor of a party.

Adjusted EBITDA, while generally a measure of profitability, can also represent a loss. Adjusted EBITDA is a key measure we use to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the expenses we eliminate in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

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Accordingly, we believe that adjusted EBITDA generally provides useful information to investors and others in understanding and evaluating our operating results in the same manner as we do.

Free cash flow is a non-GAAP financial measure we define as net cash provided by (used in) operating activities less purchases of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash (used in) generated by our business after purchases of property and equipment.

These non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for our financial results as reported under GAAP. Some of these limitations are:


•	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;


•	we may have to replace in the future assets being depreciated and amortized, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;


•	adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;


•	adjusted EBITDA does not reflect the use of cash for net share settlements of RSUs;


•	adjusted EBITDA does not reflect tax payments that historically have represented a reduction in cash available to us or tax benefits that may arise as a result of generating net losses; and


•	other companies may calculate adjusted EBITDA, free cash flow or similarly titled measures differently, which reduces the usefulness of these measures as a comparison.

Because of these and other limitations, you should consider billings, adjusted EBITDA and free cash flow alongside other GAAP-based financial performance measures.

We reconcile the most directly comparable GAAP financial measure to each non-GAAP financial metric used. We present the following table reconciliations of revenue to billings, deferred revenue to the change in deferred revenue, deferred costs to the change in deferred costs, net loss to adjusted EBITDA, and net loss and net cash flow provided by (used in) operating activities to free cash flow for each of the periods indicated (dollars in thousands):



Reconciliation of Revenue to Billings

	Fiscal Year Ended June 30,
	2020		2019		2018
Revenue	$	240,351	$	196,655	$	191,234
Adjustments:
Change in deferred revenue	3,808		60,597		35,424
Billings	$	244,159	$	257,252	$	226,658

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Reconciliation of Deferred Revenue to Change in Deferred Revenue
Reconciliation of Deferred Costs to Change in Deferred Costs

	Fiscal Year Ended June 30,
	2020		2019		2018
Deferred revenue, end of period	$	138,943	$	135,135	$	74,538
Deferred revenue, beginning of period	135,135		74,538		39,114
Change in deferred revenue	$	3,808	$	60,597	$	35,424

Deferred costs, end of period	$	80,669	$	79,802	$	58,425
Deferred costs, beginning of period	79,802		58,425		35,426
Change in deferred costs⁽¹⁾	$	867	$	21,377	$	22,999

⁽¹⁾ Deferred costs primarily include costs associated with third-party content and in connection with certain customized software solutions, the costs incurred to develop those solutions. We expect to incur additional costs in the future due to requirements to provide ongoing map updates and provisioning of services, such as hosting, monitoring, customer support and, for certain customers, additional period content and associated technology costs.



Reconciliation of Revenue to Billings - Ford and GM
	Fiscal Year Ended June 30,
	2020			2019			2018
Revenue from Ford	$	105,620		$	121,207		$	145,408
Adjustments:
Change in deferred revenue attributed to Ford	1,023			18,240			22,299
Billings to Ford	$	106,643		$	139,447		$	167,707
Billings to Ford as a percentage of total billings	44		%	54		%	74		%

Revenue from GM	$	82,881		$	40,131		$	14,142
Adjustments:
Change in deferred revenue attributed to GM	(3,355		)	13,554			3,992
Billings to GM	$	79,526		$	53,685		$	18,134
Billings to GM as a percentage of total billings	33		%	21		%	8		%

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Reconciliation of Net Loss to Adjusted EBITDA
	Fiscal Year Ended June 30,
	2020			2019			2018
Net loss	$	(930	)	$	(32,488	)	$	(40,834	)
Loss on discontinued operations	4,042			6,836			3,404
Income (loss) from continuing operations	3,112			(25,652		)	(37,430		)
Adjustments:
Goodwill impairment	—			—			2,666
Legal settlements and contingencies	—			700			425
Deferred rent reversal due to lease termination	—			—			(538		)
Tenant improvement allowance recognition due to lease termination	—			—			(582		)
Stock-based compensation expense	8,034			7,404			8,768
Depreciation and amortization	3,430			3,678			3,363
Other income, net	(3,010		)	(2,916		)	(833		)
Provision for income taxes	1,336			1,376			1,012
Equity in net (income) of equity method investees	(876		)	—			—
Adjusted EBITDA	$	12,026		$	(15,410	)	$	(23,149	)



Reconciliation of Net Loss to Free Cash Flow
	Fiscal Year Ended June 30,
	2020			2019			2018
Net loss	$	(930	)	$	(32,488	)	$	(40,834	)
Loss on discontinued operations	4,042			6,836			3,404
Income (loss) from continuing operations	3,112			(25,652		)	(37,430		)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities:
Change in deferred revenue⁽¹⁾	3,753			60,597			35,424
Change in deferred costs⁽²⁾	(891		)	(21,377		)	(22,999		)
Changes in other operating assets and liabilities	13,690			(12,517		)	6,006
Other adjustments⁽³⁾	7,607			9,846			13,860
Net cash provided by (used in) operating activities	27,271			10,897			(5,139		)
Less: Purchases of property and equipment	(933		)	(1,398		)	(4,651		)
Free cash flow	$	26,338		$	9,499		$	(9,790	)

⁽¹⁾ Consists of product royalties, customized software development fees, service fees and subscription fees.
⁽²⁾ Consist 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.

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Key components of our results of operations

Sources of revenue

Overview. We classify our revenue as either product or services revenue. Product revenue consists primarily of revenue we receive from the delivery of customized software and royalties from the distribution of this customized software in certain automotive navigation applications, map updates to the software and customized software development. Services revenue consists primarily of revenue we derive from our brought-in automotive navigation services and the cloud functionality included in our hybrid automotive solutions.

Ford represented 44%, 62% and 76% of our revenue in fiscal 2020, 2019 and 2018, respectively, and GM represented 34%, 20% and less than 10% of our revenue in fiscal 2020, 2019 and 2018, respectively.

Our contract with Ford covers a broad range of products and services that we provide to Ford, and its term extends to December 31, 2033 for each jurisdiction in which we currently provide our products to Ford. On December 14, 2017, Ford also selected us to provide its SYNC4 solution in North America, subject to certain terms and conditions as embodied in an amendment executed in December 2018. With respect to North America production, Ford selected us to provide its SYNC 4 solution for new vehicles through Ford’s model year 2022, but our service and warranty obligations extend through December 31, 2029. We were not awarded the contracts for Europe, South America and Australia and New Zealand. Garmin announced in January 2020 that it had entered into a relationship with Ford to integrate Garmin’s navigation technology into Ford’s next-generation SYNC communications and entertainment system. A substantial portion of our revenue, and, to a lesser extent, gross profit, is impacted by the underlying licensed content cost negotiated through HERE North America, LLC, or HERE, and other content providers and we cannot predict the impact on our revenue and gross profit of any changes between Ford and the map or other content providers.

In April 2020, we entered a related agreement with GM wherein we agreed to provide certain service-based deliverables and further enhance the customized software for additional consideration, which we currently understand GM will use in certain of its model year 2021 and later vehicles. As part of the agreement, we also resolved an open matter with GM relating to potential future adjustments by GM to its demand or purchase forecasts. However, our contract with GM does not assure us of minimum order quantities, overall or during any period. For example, on September 5, 2019, GM announced that it intended to utilize GAS solutions on certain models beginning with model year 2022. The relationship GM announced with GAS may reduce the number of new GM models and vehicles in which our products and services are provided over the remaining term of our agreements with GM.

Product revenue. We generate product revenue primarily from on-board and hybrid automotive navigation solutions we provide to Ford and GM. Our on-board solutions consist of software, memory card, map and point of interest, or POI, data loaded in the vehicle that provides voice-guided turn by turn navigation displayed on the vehicle screen. Our hybrid navigation solutions contain on-board software functionality and also add cloud functionality such as cloud search, cloud routing, map updates and “live” data.

We generally earn royalties for on-board navigation solutions at various points in time, depending upon the individual customer agreement. We earn each royalty upon either the re-imaging of the software on each individual memory card or the time at which each vehicle is produced.

We recognize revenue from on-board automotive navigation solutions upon transfer of control of the customized software and any associated integrated content together forming a distinct performance obligation. Transfer of control generally occurs at a point in time upon acceptance. We recognize any royalties for the use of distinct software combined with integrated content, with an allocation of the transaction price based on the relative standalone selling price, or SSP, of map updates, specified upgrades, and other services as applicable, at the later of when we earn the royalties or when we transfer control of the related performance obligation.

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included cloud functionality based on SSP. Since the on-board software is still the predominant item in the hybrid solution, the royalties recognition guidance applies as it does for on-board navigation solutions described above. Our brought-in automotive navigation solutions as described below are subject to variable consideration and constraint guidance.

We primarily derive our Ford-related product revenue from Ford’s SYNC 3 on-board solutions. In each geography where we provide navigation products to it, Ford also provides a map update program under which Ford owners are eligible to receive annual map updates through the applicable contractual period. We earn an annual compilation fee and a per unit fee for these updates as provided in the pricing arrangement between us and Ford. We anticipate that we will continue to depend on Ford for a material portion of our revenue for the foreseeable future.

We also have agreements with GM to provide our on-board and hybrid navigation solutions in its vehicles. Our hybrid navigation solution is available globally on select model GM vehicles and is expected to be available for model years 2021 through 2025. We anticipate that we will continue to depend on GM for a material portion of our revenue for the foreseeable future.

We also provide entry-level, on-board navigation through LG, a tier-one supplier for the Opel and Vauxhall line of vehicles, for the European market. We expect our solution to be available in select vehicles for model years 2021 to 2022.

We recognized product revenue over time under the Grab Transaction as the software development occurred and Grab obtained control as the software was modified and enhanced. We recognized services revenue for implementation services as they were performed, and we recognize software support and maintenance over the term of the obligation. We completed the asset sale to Grab on January 1, 2020. See Note 12 to our consolidated financial statements.

Services revenue. We derive services revenue primarily from our brought-in automotive navigation solutions and, to a lesser extent, from the cloud functionality that is a component of our hybrid automotive navigation solutions as discussed above. Royalties for brought-in navigation solutions are earned upon vehicle sales reporting or upon initial usage by the end user.

Since these contracts typically contain a substantial amount of variable consideration that we are required to estimate and include in the transaction price, we include in the transaction price only variable consideration such that it is probable that a risk of significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We estimate total variable consideration to be received at contract inception and we update this estimate at each reporting date. We utilize the expected value method and consider expected unit volume combined with a risk-based probability based on factors including, but not limited to: model year cycles, customer history, technology life cycles, nature of competition and other contract-specific factors. Because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period the services obligation is expected to be fulfilled, generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

Under our agreement with Ford, we also provide certain connected services for SYNC 3 in North America, Europe and China. The vast majority of Ford vehicles with SYNC 3 produced in North America and Europe during the fiscal year ended June 30, 2020 were capable of providing our connected services. Ford discontinued its connected services as of March 31, 2020.

GM offers its OnStar RemoteLink feature including our location-based services platform, and we earn a one-time fee for each new vehicle owner who downloads the associated MyBrand mobile application, including a localized version offered in Europe for the Opel and Vauxhall brands.

We have a partnership with Toyota for brought-in navigation services where our Scout GPS Link mobile application is available in select Entune® Audio equipped Toyota vehicles in North America and in select Lexus Enform® equipped Lexus models. We earn a one-time fee for each new Toyota or Lexus sold and enabled to connect to our Scout GPS Link mobile application. In addition, our Scout GPS Link and Xevo’s Xevo^TM Engine Link provide brought-in navigation services, including a fully interactive moving map, for select Toyota vehicles equipped with Entune 3.0 Audio, as well as select Lexus vehicles equipped with Lexus Enform. Our contract with Xevo relating to the implementation of our solutions in Toyota and Lexus vehicles is expected to remain in place through 2026.

While we saw expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models through fiscal 2019, we expect that Toyota may limit or reduce the number of models or vehicles on which Toyota and Lexus offer Scout GPS Link, beginning in model year 2021, due in part to their offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers.

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We generate mobile navigation revenue from our partnerships with wireless carriers who sell our navigation services to their subscribers either as a standalone service or in a bundle with other data or services. We include mobile navigation revenue, which represents less than 5% of total revenue, with automotive revenue for all periods we present.

Geographic concentrations. We generated 73%, 80% and 89% of our revenue in the United States in fiscal 2020, 2019 and 2018, respectively. With respect to revenue we receive from automobile manufacturers and tier ones for sales of vehicles in other countries, we classify the majority of that revenue as being generated in the United States, because we provide deliverables to and receive compensation from the automobile manufacturer's or tier one's United States' entity. It is possible that we may change this classification in the future, as existing and new customers may elect to contract through subsidiaries. For example, in fiscal 2017, Ford assigned certain contract rights for its production of vehicles with our SYNC 3 products to its joint ventures in China.

Cost of revenue

We classify our cost of revenue as either cost of product revenue or cost of services revenue. Cost of product revenue consists primarily of the cost of third-party content we incur in providing our on-board automotive navigation solutions, memory cards and recognition of deferred software development costs. Cost of services revenue consists primarily of the costs associated with third-party content we incur in providing our brought-in automotive navigation solutions, data center operations and outsourced hosting services, software maintenance, customer support, the amortization of capitalized software, recognition of deferred customized software development costs, stock-based compensation and amortization of acquired developed technology.

We capitalize and defer recognition of certain third-party, royalty-based content costs associated with the fulfillment of future automotive product and services obligations, and we recognize these deferred content costs as cost of revenue as we transfer control of the related performance obligation. We recognize the deferred revenue and related deferred costs as we transfer control of the related performance obligation. As such, we will also incur ongoing costs of revenue for network operations, hosting and data center, customer service support, and other related costs over time.

We also capitalize and defer recognition of certain costs, primarily payroll and related compensation and benefits expense, of customized software we develop for customers. We begin deferring development costs when they relate directly to a contract or specific anticipated contract and we incur such costs to satisfy performance obligations in the future, provided we expect to recover such costs. We recognize these deferred software development costs as cost of revenue upon transfer of control of the associated performance obligation.

We primarily provide navigation service customer support through a third-party provider to whom we provide training and assistance with problem resolution. In addition, we use outsourced, hosting services and industry standard hardware to provide our navigation services. We generally maintain at least 99.9% uptime every month, excluding designated periods of maintenance. Our internal targets for service uptime are even higher.

Operating expenses

We generally classify our operating expenses into three categories: research and development, sales and marketing and general and administrative. Our operating expenses consist primarily of personnel costs, which include salaries, bonuses, payroll taxes, employee benefit costs and stock-based compensation expense. Other expenses include third-party contractor and temporary staffing services, legal, audit, tax consulting and other professional service fees, facilities-related costs including rent expense and marketing program costs. We allocate stock-based compensation expense resulting from the amortization of the fair value of stock-based awards granted based on the department in which the award holder works. We allocate overhead, such as rent and depreciation, to each expense category based on headcount. In addition, when we incur legal settlements, make offers to settle contingencies or accrue losses relating to litigation or other disputes in which we are a party, or the indemnitor of a party, we classify such operating expense amounts separately as legal settlements and contingencies.

Research and development. Research and development expenses consist primarily of personnel costs for our development and product management employees and related costs of outside consultants and temporary staffing. We have focused our research and development efforts on improving the ease of use and functionality of our existing products and services, as well as developing new products and services. In addition to our U.S. employee base, a significant number of our research and development employees are located in our development centers in China and Romania; as a result, a portion of our research and development expense is subject to changes in foreign exchange rates, notably the Chinese Renminbi, or RMB, the Romanian Leu, or RON, and the Euro.

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Sales and marketing. Sales and marketing expenses consist primarily of personnel costs for our sales and marketing staff and the cost of marketing programs, advertising and promotional activities. Our sales and marketing activities include the costs of our business development efforts. Our automobile manufacturer partners and tier ones also provide primary marketing for our on-board and brought-in navigation services.

General and administrative. General and administrative expenses consist primarily of personnel costs for our executive, finance, legal, human resources and administrative personnel, legal, audit and tax consulting and other professional services and corporate expenses.

Legal settlements and contingencies. Legal settlements and contingencies represent settlements, offers made to settle, or loss accruals relating to litigation or other disputes in which we are a party or the indemnitor of a party.

Other income (expense), net. Other income (expense), net consists primarily of interest we earn on our cash and cash equivalents and short-term investments, gain or loss on investments, unrealized gains or losses on non-marketable equity investments and foreign currency gains or losses.

Provision for income taxes. Our provision for income taxes primarily consists of corporate income taxes related to profits earned in foreign jurisdictions, foreign withholding taxes, and changes to our tax reserves. Our effective tax rate could fluctuate significantly from period to period, particularly in those periods in which we incur losses, due to our inability to benefit from net operating losses since we are not likely to realize the tax assets due to the lack of current and forecasted future income.

Critical accounting policies and estimates

We prepare our consolidated financial statements in accordance with GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. In other cases, our judgment is required in selecting among available alternative accounting policies that allow different accounting treatment for similar transactions. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our judgments and estimates.

Revenue recognition. The core principle of ASC 606 is to recognize revenue to depict the transfer of products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. This principle is achieved through applying the following five-step approach:


•	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

We generate revenue primarily from software licenses, service subscriptions and customized software development fees. We evaluate whether it is appropriate to recognize revenue based on the gross amount billed to our customers or the net amount earned as revenue. Since we control the products or services prior to their transfer to the customer, we report our automotive revenue on a gross basis. This assessment is based primarily on our ultimate primary responsibility for fulfilling the promises made with respect to the products and services as well as the degree of discretion we have in establishing pricing.

Royalties for on-board navigation solutions are generally earned at various points in time, depending upon the individual customer agreement. We earn each royalty upon either the re-imaging of the software on each individual memory card or the time at which each vehicle is produced. Royalties for brought-in navigation solutions are earned upon vehicle sales reporting or upon initial usage by the end user.

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Product revenue

We generate product revenue from the delivery of our on-board automotive navigation solutions, specified map updates and customized software development.

For hybrid automotive solutions, we generally recognize as product revenue the transaction price we allocated to the on-board component as described above, and we generally recognize as services revenue the transaction price allocated to the included cloud functionality based on SSP. Since the on-board software is still the predominant item in the hybrid solution, the royalties recognition guidance applies as it does for on-board navigation solutions described above. Our brought-in automotive navigation solutions as described below are subject to variable consideration and constraint guidance.

Services revenue

We derive services revenue primarily from our brought-in automotive navigation solutions and, to a lesser extent, from the cloud functionality that is a component of our hybrid automotive navigation solutions as discussed above. Since contracts for our brought-in automotive navigation solutions typically contain a substantial amount of variable consideration that does not meet the allocation objective of ASC 606 and is required to be estimated and included in the transaction price, we include in the transaction price only variable consideration such that it is probable that a risk of significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Total variable consideration to be received is estimated at contract inception and updated at each reporting date. We utilize the expected value method and consider expected unit volume combined with a risk-based probability based on factors including, but not limited to: model year cycles, customer history, technology life cycles, nature of competition and other contract-specific factors. Because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period the services obligation is expected to be fulfilled, generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

In certain instances, due to the nature and timing of monthly revenue and reporting from our customers, we may be required to make estimates of the amount of revenue to recognize from a customer for the current period. Estimates for revenue include our consideration of certain factors and information, including subscriber data, historical subscription and revenue reporting trends, end user subscription data from our internal systems, and data from comparable distribution channels of our other customers. We record any differences between estimated revenue and actual revenue in the reporting period when we determine the actual amounts. To date, actual amounts have not differed materially from our estimates.

Deferred costs. We capitalize and defer recognition of certain third-party royalty-based content costs associated with the fulfillment of future automotive product and services obligations, and we recognize these deferred content costs as cost of revenue as we transfer control of the related performance obligation. Deferred costs are classified as current or non-current consistent with the periods over which the performance obligations are anticipated to be satisfied.

Deferred costs also include the cost of customized software we develop for customers. We begin deferring development costs when they relate directly to a contract or specific anticipated contract and such costs are incurred to satisfy performance obligations in the future, provided they are expected to be recovered. We recognize these deferred software development costs as cost of revenue upon transfer of control of the associated performance obligation. We evaluate contract cost deferrals for impairment on a quarterly basis or whenever events or changes in circumstances indicate that a project may require recognition of a contract loss. We did not record any impairment losses during fiscal 2020, 2019 and 2018.

In connection with our usage of licensed third-party content, our contracts with certain licensors include minimum guaranteed royalty payments, which are payable regardless of the ultimate volume of revenue derived from the number of paying end users. These contracts contain obligations for the licensor to provide ongoing services and, accordingly, we record any minimum guaranteed royalty payments as an asset when paid and amortize the amount to cost of revenue over the applicable period. Any additional royalties due based on actual usage are expensed monthly as incurred.

Impairment of long-lived assets. We evaluate long-lived assets held and used for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. We continually evaluate whether events and circumstances have occurred that indicate the balance of our property and equipment and intangible assets with definite lives

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may not be recoverable. Our evaluation is significantly impacted by our estimates and assumptions of future revenue, costs, and expenses and other factors. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our property and equipment, such revision could result in a non-cash impairment charge that could have a material impact on our financial results. When these factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. We base the impairment, if any, on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows of those assets, and record it in the period in which we make the determination.

Goodwill. Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. These tests are performed at the reporting unit level. We first assess qualitative factors to determine whether it is necessary to calculate the fair value of our reporting unit. We are not required to calculate the fair value of our reporting units unless we determine, based on a qualitative assessment, that it is more likely than not that the fair value is less than our carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a goodwill impairment test to determine the amount of the impairment loss, if any. In assessing the fair value of our reporting units, we make assumptions regarding our estimated future cash flows, long-term growth rates, timing over which the cash flows will occur and, among other factors, the weighted average cost of capital. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit.

We performed our annual goodwill impairment test as of April 1, 2020 by comparing the fair value of our reporting unit with its carrying amount. Based upon a qualitative assessment indicating that it was not more likely than not that the fair value of our reporting unit was less than its carrying value, we determined that no impairment was indicated.

We reported revenue, cost of revenue and gross profit results in three business segments through June 30, 2019, with each of these three business segments representing a separate reporting unit. Subsequent to the completion of our April 1, 2019 annual goodwill assessment of our three reporting units, during which we determined that no impairment was indicated, in May 2019 we entered into substantive discussions with inMarket regarding the sale of certain assets and the assumption of certain liabilities associated with the Ads Business in exchange for an equity interest in inMarket. In June 2019, we considered it more likely than not that a sale would occur, and we concluded that this represented a triggering event that required an interim goodwill impairment assessment. Accordingly, in June 2019, we performed an interim goodwill impairment test for our advertising business reporting unit and segment. In assessing its fair value, we made assumptions regarding our estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, among other factors. Based on the results of this interim goodwill impairment test, the carrying value of our advertising business segment exceeded its estimated fair value and, accordingly, during fiscal 2019 we recognized a $2.6 million impairment of the goodwill associated with our advertising business segment, which is reported as discontinued operations for fiscal 2020 and for all prior comparative periods.

During the three months ended March 31, 2018, certain mobile navigation customer contracts were amended and certain other customers indicated their intent with respect to terminating services in the near term. Based upon a qualitative assessment indicating that it was more likely than not that the fair value of the mobile navigation reporting unit was less than its carrying value, we performed an interim goodwill impairment test for our mobile navigation business segment during the three months ended March 31, 2018. In assessing its fair value, we made assumptions regarding our estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, among other factors. Based on the results of our goodwill impairment test, the carrying value of our mobile navigation business segment exceeded its estimated fair value and, accordingly, during fiscal 2018, we recognized a $2.7 million impairment of all of the goodwill associated with our mobile navigation business segment.

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions and other factors. If our estimates or related assumptions change in the future, or if our net book value were to exceed our market capitalization, we may be required to record an impairment loss related to our goodwill. As of June 30, 2020, we had goodwill of $14.3 million associated with our single automotive segment.

Stock-based compensation expense. We account for stock-based employee compensation arrangements under the fair value recognition method, which requires us to measure the stock-based compensation costs of share-based compensation arrangements based on the grant date fair value, and recognize the costs in the financial statements over the employees’ requisite service period. We recognize compensation expense for the fair value of these awards with time based vesting on a straight-line basis over an employee’s requisite service period of each of these awards, net of estimated forfeitures. We generally utilize the Black-Scholes option-pricing model to determine the fair value of our stock option awards, which requires a number of estimates and assumptions. In valuing share-based awards under the fair value accounting method, significant judgment is required in determining the expected volatility of our common stock and the expected term individuals will hold

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their share-based awards prior to exercising. The expected volatility is based on the historical volatility of our common stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected term was based on an analysis of our historical exercise and cancellation activity. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from our estimates, such amounts will be recorded as an adjustment in the period estimates are revised. We recognize the estimated stock-based compensation expense of restricted stock units, net of estimated forfeitures, over the vesting term. The estimated stock-based compensation expense is based on the fair value of our common stock on the date of grant.

Provision for income taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense (benefit) is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax effect of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.

Our assumptions, judgments and estimates relative to the current provision (benefit) for income taxes take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. In addition, we are subject to the periodic examination of our income tax returns by the Internal Revenue Service, or IRS, and other domestic and foreign tax authorities. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of the current and any future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.

Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income and predictions of the amount and category of future taxable loss that may be carried back for a tax refund. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets, on a jurisdiction by jurisdiction basis, will be realized. Actual operating results and the underlying amount and category of income in future years as well as expectations regarding the generation of operating losses could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations or refunds to differ from our estimates, thus materially impacting our financial position and results of operations.

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Results of operations

We set forth in the following tables our results of operations for fiscal 2020, 2019 and 2018, as well as a percentage that each line item represents of our revenue for those periods. We use the additional key metrics presented above in addition to the financial measures reflected in the consolidated statements of operations data to help us evaluate growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The period to period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.



	Fiscal Year Ended June 30,
Consolidated Statements of Operations Data	2020			2019			2018
Revenue:				(in thousands)
Product	$	191,253		$	168,619		$	163,599
Services	49,098			28,036			27,635
Total revenue	240,351			196,655			191,234
Cost of revenue:
Product	99,030			97,245			102,224
Services	27,401			15,904			12,506
Total cost of revenue	126,431			113,149			114,730
Gross profit	113,920			83,506			76,504
Operating expenses:
Research and development	79,256			78,603			79,946
Sales and marketing	8,280			7,584			9,168
General and administrative	25,822			23,811			21,550
Goodwill impairment	—			—			2,666
Legal settlement and contingencies	—			700			425
Total operating expenses	113,358			110,698			113,755
Income (loss) from operations	562			(27,192		)	(37,251		)
Other income (expense), net	3,010			2,916			833
Income (loss) from continuing operations before provision for income taxes	3,572			(24,276		)	(36,418		)
Provision for income taxes	1,336			1,376			1,012
Equity in net (income) of equity method investees	(876		)	—			—
Income (loss) from continuing operations	3,112			(25,652		)	(37,430		)
Loss on discontinued operations	(4,042		)	(6,836		)	(3,404		)
Net loss	$	(930	)	$	(32,488	)	$	(40,834	)



Revenue:	(as a percentage of revenue)
Product	80	%	86	%	86	%
Services	20	%	14	%	14	%
Total revenue	100	%	100	%	100	%
Cost of revenue:
Product	41	%	50	%	53	%
Services	12	%	8	%	7	%
Total cost of revenue	53	%	58	%	60	%
Gross profit	47	%	42	%	40	%
Operating expenses:
Research and development	33	%	40	%	42	%
Sales and marketing	3	%	4	%	5	%
General and administrative	11	%	12	%	11	%
Goodwill impairment	—	%	—	%	1	%
Legal settlement and contingencies	—	%	—	%	—	%
Total operating expenses	47	%	56	%	59	%
Income (loss) from operations	—	%	(14	)%	(19	)%
Other income (expense), net	1	%	2	%	—	%
Income (loss) from continuing operations before provision for income taxes	1	%	(12	)%	(19	)%
Provision for income taxes	—	%	1	%	—	%
Equity in net (income) of equity method investees	—	%	—	%	—	%
Income (loss) from continuing operations	1	%	(13	)%	(19	)%
Loss on discontinued operations	(1	)%	(4	)%	(2	)%
Net loss	—	%	(17	)%	(21	)%

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Comparison of the fiscal years ended June 30, 2020 and 2019

Revenue, cost of revenue and gross profit

Revenue. Product revenue increased 13% to $191.3 million in fiscal 2020 from $168.6 million in fiscal 2019. The increase in product revenue was due primarily to an increase in customized software development revenue of $20.9 million, primarily associated with Grab, and an increase in map update revenue of $2.9 million. Excluding Grab, usage-based royalty revenue grew year-over-year through March 31, 2020. However, due to automobile manufacturer shutdowns resulting from COVID-19, royalty revenue declined substantially in our fiscal fourth quarter resulting in a slight decrease in royalty revenue for the full fiscal 2020. Services revenue increased 75% to $49.1 million in fiscal 2020 from $28.0 million in fiscal 2019. The increase in services revenue was due primarily to increased revenue from our brought-in automotive solutions.

Cost of revenue. Our cost of product revenue increased 2% to $99.0 million in fiscal 2020 from $97.2 million in fiscal 2019. The increase was due primarily to increased third-party content costs associated with increased automotive navigation unit volume and increased map update revenue. Our cost of services revenue increased 72% to $27.4 million in fiscal 2020 from $15.9 million in fiscal 2019. The increase was due primarily to an increase in content costs associated with increased revenue from brought-in solutions. The increase in total cost of revenue of $13.3 million was due primarily to an increase in third-party content costs of $10.8 million and to a lesser extent an increase in deferred development costs recognized.

Gross profit. Our gross profit increased to $113.9 million in fiscal 2020 from $83.5 million in fiscal 2019. Our gross margin increased to 47% in fiscal 2020 from 42% in fiscal 2019. The increase in gross margin was due primarily to a significantly higher margin earned on customized software development revenue, partially offset by a decrease in gross margin on brought-in automotive solutions and increased map update revenue, which carries a higher relative cost and lower gross margin.

Revenue concentrations. In fiscal 2020 and 2019, revenue from Ford represented 44% and 62% of our total revenue, respectively, and revenue from GM comprised 34% and 20% of our total revenue, respectively.

We primarily sell our services in the United States. In fiscal 2020 and 2019, revenue we derived from U.S. sources represented 73% and 80% of our total revenue, respectively.

Operating expenses

Research and development. Our research and development expenses increased 1% to $79.3 million in fiscal 2020 from $78.6 million in fiscal 2019. The change reflects increases in payroll and related compensation and benefits expense of $1.2 million, hardware and software expenses of $1.5 million and outside consulting services of $0.8 million. These increases were partially offset by a decrease of $1.4 million primarily as a result of increased use of research and development personnel for software maintenance allocated to cost of services revenue in fiscal 2020, and a decrease of $1.4 million as a result of higher capitalized deferred development costs in fiscal 2020. As a percentage of revenue, research and development expenses decreased to 33% in fiscal 2020 from 40% in fiscal 2019. We believe that as we deliver our contracted customer requirements for our automotive customers, establish relationships with new automobile manufacturers and tier ones and continue the development of our OSM capabilities, revenue from those investments and development efforts will lag the related research and development expenses.

Sales and marketing. Our sales and marketing expenses increased 9% to $8.3 million in fiscal 2020 from $7.6 million in fiscal 2019. The increase was due primarily to an increase in payroll and related compensation and benefits expense of $0.8 million and outside consulting services of $0.3 million, partially offset by a decrease in marketing and travel-related expenses of $0.4 million. As a percentage of revenue, sales and marketing expenses decreased to 3% in fiscal 2020 from 4% in fiscal 2019.

General and administrative. Our general and administrative expenses increased 8% to $25.8 million in fiscal 2020 from $23.8 million in fiscal 2019. The increase was due primarily to increases in payroll and related compensation and benefits expense of $1.6 million and facilities, repair and maintenance expense of $0.9 million, partially offset by a decrease in outside services of $0.5 million. As a percentage of revenue, general and administrative expenses decreased to 11% in fiscal 2020 from 12% in fiscal 2019.

Legal settlement and contingencies. Legal settlement and contingencies expense in fiscal 2019 related to the Traxcell Technologies, LLC patent matter.

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Other

Other income (expense), net. Our other income (expense), net was $3.0 million in fiscal 2020 and $2.9 million in fiscal 2019. Other income (expense), net in fiscal 2020 included $2.5 million of interest income and $0.5 million of other income, net. Other income (expense), net in fiscal 2019 included $1.7 million of interest income, an unrealized gain of $1.1 million we recorded on marketable equity investments and gains of $0.1 million on foreign exchange.

Provision for income taxes. Our provision for income taxes for continuing operations increased to $1.3 million in fiscal 2020 compared to $1.4 million in fiscal 2019. Our effective tax rate was 30% of income from continuing operations in fiscal 2020 compared to an effective tax rate of 6% of loss from continuing operations in fiscal 2019. Our effective tax rate in fiscal 2020 and fiscal 2019 was attributable primarily to foreign withholding taxes and income taxes in certain foreign jurisdictions.

We anticipate that our foreign tax withholding obligation will continue into the future and that we will not be able to benefit from an offsetting deduction in the United States for an extended period of time given our existing net operating loss carryforwards.

The usage of our remaining U.S. federal and California state loss carryforwards at June 30, 2020 of approximately $167.8 million and $11.1 million, respectively, is subject to an annual limitation under Section 382 of the Internal Revenue Code.

As of June 30, 2020, our cumulative unrecognized tax benefit was $5.4 million, of which $5.3 million was netted against deferred tax assets. Included in the other long-term liabilities are unrecognized tax benefits at June 30, 2020 of $0.1 million that, if recognized, would affect the annual effective tax rate.

We believe it is reasonably possible that the gross unrecognized tax benefits as of June 30, 2020 will not decrease (whether by payment, release, or a combination of both) by a material amount in the next 12 months. We recognize interest and penalties related to unrecognized tax benefits as part of our provision for income taxes. We had zero accrued for the payment of interest and penalties at June 30, 2020 and 2019.

All available evidence, both positive and negative, was considered to determine whether, based upon the weight of the evidence, a valuation allowance for deferred tax assets is needed.

Due to operating losses in previous years and continued earnings volatility, we maintain a valuation allowance on the majority of our deferred tax assets, net of liabilities, since the assets are not more likely than not to be realized based upon our assessment of all positive and negative evidence. Realization of deferred tax assets is dependent upon future taxable earnings, the timing of which is uncertain. Due to losses in previous years and potentially future years in the United States, we continue to maintain a valuation allowance on deferred tax assets in the United States. Due to operating losses in previous years and expected losses in future years in the United Kingdom, we continue to maintain a full valuation allowance for our foreign deferred tax assets in the United Kingdom. Our valuation allowance increased (decreased) from the prior fiscal year by approximately $(1.6) million, $(19.3) million and $13.9 million in fiscal 2020, 2019 and 2018, respectively.

On March 27, 2020 the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (NOL) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOL’s incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to our history of losses and previous carrybacks, we will not receive any tax benefit from the NOL carryback provisions of the CARES Act.

We file income tax returns in the U.S. with the IRS, California, various states and foreign tax jurisdictions in which we have subsidiaries. The statute of limitations remains open from fiscal 2017 for federal tax purposes, from fiscal 2016 in state jurisdictions, and from fiscal 2015 in foreign jurisdictions. Fiscal years outside the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

Equity in net income of equity method investees. Equity in net income of equity method investees for fiscal 2020 includes our proportionate share of equity in our non-marketable equity investments. We had no equity method investments in fiscal 2019.

Loss on discontinued operations. On August 16, 2019, we completed the disposition of our Ads Business to inMarket. As a result, the historical financial results attributable to the Ads Business are presented as discontinued operations in our consolidated statements of operations for all periods presented. Our loss on discontinued operations of $4.0 million in fiscal 2020 consisted of a loss on the sale of our Ads Business of $4.9 million, which was partially offset by income from operations

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of our Ads Business of $0.8 million. Our loss from the sale of the Ads Business of $4.9 million included $1.9 million comprising severance for Ads Business employees who were not offered employment with inMarket and acceleration of stock-based awards vesting for certain Ads Business executives who were not offered employment with inMarket, and $0.4 million comprising legal fees and third-party consulting fees associated with the inMarket Transaction. We recognized a loss on discontinued operations of $6.8 million in fiscal 2019 from operations of our Ads business.

Comparison of the fiscal years ended June 30, 2019 and 2018

Revenue, cost of revenue and gross profit

Revenue. Product revenue increased 3% to $168.6 million in fiscal 2019 from $163.6 million in fiscal 2018. The increase was due primarily to increases in map update revenue and on-board royalty revenue. Services revenue increased 1% to $28.0 million in fiscal 2019 from $27.6 million in fiscal 2018. The increase in services revenue was due primarily to higher revenue from brought-in automotive solutions, partially offset by a decrease in mobile navigation subscription fees.

Cost of revenue. Our cost of product revenue decreased 5% to $97.2 million in fiscal 2019 from $102.2 million in fiscal 2018. The decrease was due primarily to a net decrease in third-party content costs resulting from a January 1, 2018 reduction in certain on-board automotive navigation content costs that we pass through to Ford. Our cost of services revenue increased 27% to $15.9 million in fiscal 2019 from $12.5 million in fiscal 2018. The increase was due primarily to included costs of software maintenance performed by engineering personnel and an increase in cost of automotive revenue associated with increased revenue from brought-in solutions, partially offset by a decrease in cost of mobile navigation revenue.

Gross profit. Our gross profit increased to $83.5 million in fiscal 2019 from $76.5 million in fiscal 2018. Our gross margin increased to 42% in fiscal 2019 from 40% in fiscal 2018. The increase in gross margin was due primarily to the aforementioned reduction in certain on-board automotive navigation content costs that we pass through to Ford.

Revenue concentrations. In fiscal 2019 and 2018, revenue from Ford represented 62% and 76% of our total revenue, respectively, and revenue from GM comprised 20% and less than 10% of our total revenue, respectively.

We primarily sell our services in the United States. In fiscal 2019 and 2018, revenue we derived from U.S. sources represented 80% and 89% of our total revenue, respectively.

Operating expenses

Research and development. Our research and development expenses decreased 2% to $78.6 million in fiscal 2019 from $79.9 million in fiscal 2018. The decrease was due primarily to software maintenance costs of $2.3 million allocated to cost of services revenue, as discussed above, and decreases in payroll and related compensation and benefits expense, which includes stock-based compensation expense, of $1.1 million, travel and entertainment expense of $0.4 million and outside consulting services of $0.3 million. These decreases were partially offset by an increase of $2.5 million as a result of lower capitalized deferred development costs in fiscal 2019. As a percentage of revenue, research and development expenses decreased to 40% in fiscal 2019 from 42% in fiscal 2018.

Sales and marketing. Our sales and marketing expenses decreased 17% to $7.6 million in fiscal 2019 from $9.2 million in fiscal 2018. The decrease was due primarily to decreases in payroll and related compensation and benefits expense of $1.3 million and outside consulting services of $0.3 million. As a percentage of revenue, sales and marketing expenses decreased to 4% in fiscal 2019 from 5% in fiscal 2018.

General and administrative. Our general and administrative expenses increased 10% to $23.8 million in fiscal 2019 from $21.6 million in fiscal 2018. The increase was due primarily to increases in outside services of $3.0 million and business and facilities expense of $0.5 million, partially offset by a decrease in payroll and related compensation and benefits expense of $1.3 million. As a percentage of revenue, general and administrative expenses increased to 12% in fiscal 2019 from 11% in fiscal 2018.

Goodwill impairment. Goodwill impairment in fiscal 2018 was comprised of $2.7 million related to the impairment of all of the goodwill associated with our mobile navigation segment.

Legal settlement and contingencies. Legal settlement and contingencies expense in fiscal 2019 related to the Traxcell Technologies, LLC patent matter. Legal settlement and contingencies expense in fiscal 2018 related primarily to the settlement of the Location Based Services LLC patent matter.

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Other

Other income (expense), net. Our other income (expense), net was $2.9 million in fiscal 2019 and $0.8 million in fiscal 2018. Other income (expense), net in fiscal 2019 included $1.7 million of interest income, an unrealized gain of $1.1 million recorded on marketable equity investments and gains of $0.1 million on foreign exchange. Other income (expense), net in fiscal 2018 included $1.4 million of interest income partially offset by losses of $(0.6) million on foreign exchange.

Provision for income taxes. Our provision for income taxes increased to $1.4 million in fiscal 2019 compared to $1.0 million in fiscal 2018. Our effective tax rate was 6% of loss from continuing operations in fiscal 2019 compared to an effective tax rate of 3% of loss from continuing operations in fiscal 2018. Our effective tax rate in fiscal 2019 and fiscal 2018 was attributable primarily to foreign withholding taxes and income taxes in certain foreign jurisdictions.

Loss on discontinued operations. We recognized a loss on discontinued operations of $6.8 million in fiscal 2019 from operations of our Ads business compared to a loss of $3.4 million in fiscal 2018.

Liquidity and capital resources

We set forth in the following table the major sources and uses of cash and cash equivalents for each of the periods set forth below:



	Fiscal Year Ended June 30,
	2020			2019			2018
	(in thousands)
Net cash provided by (used in) operating activities	$	27,271		$	10,897		$	(5,139	)
Net cash provided by (used in) investing activities	(28,013		)	(3,477		)	4,466
Net cash provided by (used in) financing activities	(2,255		)	5,568			(1,646		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(241		)	(478		)	529
Net increase (decrease) in cash, cash equivalents and restricted cash, continuing operations	$	(3,238	)	$	12,510		$	(1,790	)
Net cash used in discontinued operations	$	(3,975	)	$	(3,384	)	$	(2,269	)

At June 30, 2020, we had cash and cash equivalents and short-term investments of $110.8 million, which primarily consisted of corporate bonds, asset-backed securities, municipal securities and U.S. agency securities held by well-capitalized financial institutions.

Our accounts receivable are heavily concentrated in a small number of customers. As of June 30, 2020, our accounts receivable, net balance was $34.5 million, of which Ford and GM represented 39%, and 44%, respectively.

Our future capital requirements will depend on many factors, including our ability to continue to increase our billings and control our expenses in fiscal 2021 and beyond, whether and when we return to profitability on a quarterly basis particularly in light of automobile manufacturing plant closures and the anticipated economic recession resulting from the COVID-19 pandemic, the timing and extent of expenditures to support development efforts, the extent of our research and development and sales and marketing activities and the size of our related headcount, the introduction of our new and enhanced service and product offerings and the timing and scale of the introduction of vehicles including our navigation products relative to when we are required to develop the product. We believe our cash, cash equivalents and short-term investments will be sufficient to satisfy our financial obligations through at least the next 12 months. However, while we generated cash from operations in fiscal 2020 and 2019, we may use cash in operating activities in fiscal 2021 due to automobile manufacturing plant closures and weak demand for new vehicles, or if revenue or collections are lower than we anticipate or we incur greater than expected cost of revenue or operating expenses. Our revenue and operating results could be lower than we anticipate if, among other reasons, our customers, on two of which we substantially depend for a large portion of our billings and revenue, limit or terminate our relationships with them, if those automobile manufacturer partners do not timely reopen automobile manufacturing plants or demand for new vehicles is weak due to COVID-19 related recessionary trends, we fail to successfully compete in our highly competitive market or our revenue falls more than we anticipate or does not grow as we expect or we are required to record losses related to our ownership interest in inMarket and other equity investments. In the future, we may acquire businesses or technologies or license technologies from third parties, and we may decide to raise additional capital through debt or equity financing to the extent we believe this is necessary to successfully complete these acquisitions or license these technologies. However, additional financing may not be available to us on favorable terms, if at all, at the time we make such determinations, which could have a material adverse effect on our business, operating results, financial condition and liquidity and cash position.

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Net cash provided by (used in) operating activities. Net cash provided by (used in) operating activities was $27.3 million, $10.9 million and $(5.1) million in fiscal 2020, 2019 and 2018, respectively. Cash provided by (used in) operating activities has historically been affected by changes in our customer base, billings and our operating costs. In fiscal 2020, cash provided by operating activities was due primarily to a net loss of $0.9 million and non-cash revenue of $5.8 million, which was more than offset by the adjustment for loss on discontinued operations of $4.0 million, non-cash charges for stock-based compensation of $8.0 million, depreciation and amortization of $3.4 million, operating lease amortization, net of accretion, of $3.0 million and a $16.6 million net source of cash from changes in our operating assets and liabilities. In fiscal 2019, cash provided by operating activities was due primarily to a net loss of $32.5 million, which was more than offset by the adjustment for loss on discontinued operations of $6.8 million, non-cash charges for stock-based compensation of $7.4 million, depreciation and amortization of $3.7 million, and a $26.7 million net source of cash from changes in our operating assets and liabilities. In fiscal 2018, cash used in operating activities was due primarily to a net loss of $40.8 million, partially offset by the adjustment for loss on discontinued operations of $3.4 million, non-cash charges for stock-based compensation of $8.8 million, depreciation and amortization of $3.4 million, goodwill impairment of $2.7 million and an $18.4 million net source of cash from changes in our operating assets and liabilities.

Net cash provided by (used in) investing activities. Net cash provided by (used in) investing activities was $(28.0) million, $(3.5) million and $4.5 million during fiscal 2020, 2019 and 2018, respectively. In fiscal 2020, cash used in investing activities was principally the result of purchases of short-term investments, net of sales and maturities, of $17.2 million, purchases of long-term investments of $9.9 million and purchases of property and equipment of $0.9 million. In fiscal 2019, cash used in investing activities was principally the result of purchases of short-term investments, net of sales and maturities, of $2.1 million and purchases of property and equipment of $1.4 million. In fiscal 2018, cash was provided primarily by proceeds from sales and maturities of short-term investments, net of purchases, of $9.1 million, partially offset by purchases of property and equipment of $4.7 million.

Net cash provided by (used in) financing activities. During fiscal 2020, 2019 and 2018, our financing activities provided (used) $(2.3) million, $5.6 million and $(1.6) million, respectively. In fiscal 2020, these activities reflect repurchases of our common stock and tax withholdings paid related to net share settlements of restricted stock units upon vesting, partially offset by proceeds from the exercise of options to acquire our common stock. In fiscal 2019, these activities reflect proceeds from the exercise of options to acquire our common stock, partially offset by tax withholdings paid related to net share settlements of restricted stock units upon vesting and repurchases of our common stock. In fiscal 2018, these activities reflect tax withholdings paid related to net share settlements of restricted stock units upon vesting, partially offset by proceeds from the exercise of stock options.

Net cash used in discontinued operations associated with the Ads business was $4.0 million, $3.4 million and $2.3 million in fiscal 2020, 2019 and 2018, respectively.

Contractual obligations, commitments and contingencies

We generally do not enter into long term minimum purchase commitments. However, we have agreed to pay minimum annual license fees to certain of our third-party content providers. Our principal commitments, in addition to those related to our third-party content providers, consist of obligations under facility leases for our headquarters office space in Santa Clara, as well as space leased in various locations in North America, China, Romania, Germany, Japan and South Korea.

We summarize in the following table our outstanding noncancelable contractual obligations as of June 30, 2020:



	Payments due by period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Operating lease obligations⁽¹⁾	$	8,594	$	2,898	$	5,077	$	619	$	—
Purchase obligations⁽²⁾	12,288		9,739		1,718		519		312
Total contractual obligations	$	20,882	$	12,637	$	6,795	$	1,138	$	312


⁽¹⁾	Consist of contractual obligations for office space under noncancelable operating leases.


⁽²⁾	Consist of minimum noncancelable financial commitments primarily related to fees owed to certain third party content providers, regardless of usage level.

At June 30, 2020, we had no material liability for unrecognized tax benefits and no material accrual for the payment of related interest and penalties.

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Warranties and indemnifications

Our agreements with our customers generally include certain provisions for indemnifying them against liabilities if our navigation services or products infringe a third party’s intellectual property rights or for other specified reasons. We have in the past received indemnification requests or notices of their intent to seek indemnification in the future from our customers with respect to litigation in which our customers have been named as defendants. See Note 7, “Commitments and contingencies” of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. As it relates to past indemnification requests or notices, in certain situations we have agreed to defend or indemnify our customers for the indemnity demands. For those notices where we have not agreed to provide indemnity or defense to date, or future demands for indemnity, we may in the future agree to defend and indemnify our customers, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe our navigation services and products infringe the asserted intellectual property rights. Alternatively, we may reject certain of our customers’ indemnity demands, including the outstanding demands, which may lead to disputes with our customers, negatively impact our relationships with them or result in litigation against us. Our customers may also claim that any rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. If, as a result of indemnity demands, we make substantial payments, our relationships with our customers are negatively impacted, or any of our customer agreements is terminated, our business, operating results and financial condition could be materially harmed. As of June 30, 2020, we have recorded any costs in connection with such indemnity demands which are probable and estimable in our consolidated financial statements.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a director and officer insurance policy that limits our potential exposure. We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of June 30, 2020.

Off-balance sheet arrangements

During fiscal 2020, 2019 and 2018, we did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent accounting pronouncements

See Part IV. Item 15 (a) 1. Financial Statements, Note 1 Summary of business and significant accounting policies, "Recent accounting pronouncements."

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity. The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. By policy, we do not enter into investments for trading or speculative purposes. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the fair value of the investment to fluctuate. To minimize this risk, we invest in a variety of securities, which primarily consist of money market funds, commercial paper, municipal securities and other debt securities of domestic corporations. Due to the nature of these investments and relatively short duration of the underlying securities, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future interest income. A 10% appreciation or depreciation in interest rates in fiscal 2020 would not have had a material impact on our interest income or the fair value of our marketable securities.

Foreign currency risk. A substantial majority of our revenue has been generated to date from our end users in the United States and, as such, our revenue has not been substantially exposed to fluctuations in currency exchange rates. However, some of our contracts with our customers outside of the United States are denominated in currencies other than the U.S. dollar and therefore expose us to foreign currency risk. Should the revenue generated outside of the United States grow in absolute amounts and as a percentage of our revenue, we will increasingly be exposed to foreign currency exchange risks. In addition, a portion of our operating expenses are incurred outside the United States, are denominated in foreign currencies and are subject to changes in foreign currency exchange rates, particularly the RMB and the RON. Additionally, changes in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations.

To date, we have not used any foreign currency forward contracts or similar instruments to attempt to mitigate our exposure to changes in foreign currency rates.



ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is submitted as a separate section of this Form 10-K. See Part IV, Item 15.



ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



ITEM 9A.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020. Based on that evaluation, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective upon the remediation of the material weaknesses in internal control over financial reporting described below.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Management’s Report on Internal Control Over Financial Reporting

The SEC, as required by Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every company that files reports with the SEC to include a management report on such company’s internal control over financial reporting in its annual report. In addition, our independent registered public accounting firm must attest to the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

During the three months ended December 31, 2018, we identified certain errors related to our implementation of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) due to our internal control over financial reporting relating to supervision and review of the financial models supporting our revenue recognition accounting and disclosures not operating effectively, which we refer to as the “December 2018 Control Deficiency.” We concluded that, because the December 2018 Control Deficiency created a more than remote likelihood of a material misstatement of the annual or interim financial statements not being prevented or detected on a timely basis, this deficiency constituted a material weakness in internal control over financial reporting.

As of March 31, 2020, the company has taken specific measures to remediate the material weakness by implementing and enhancing its internal controls over financial reporting. We added new controls and revised our controls relating to automotive model reviews, and we implemented the new and revised controls in our third fiscal quarter of 2020.

During our fourth fiscal quarter of 2020, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded that the December 2018 Control Deficiency which constituted a material weakness has been remediated as of June 30, 2020.

In connection with the preparation of our quarterly financial statements for the three months ended December 31, 2019, we identified certain errors related to our revenue recognition for the Grab Transaction due to the complexity of evaluating the relationship of the various elements of the transaction that we had not identified timely and accounted for appropriately in our financial statements for the three months ended September 30, 2019 or the press release and related investor conference call and presentation regarding our results for the three and six months ended December 31, 2019, which we refer to as the “December 2019 Control Deficiency.” Based on these findings, our management identified a material weakness in our review controls over unusual or non-recurring and significant transactions. Specifically, we had not designed our controls properly to provide reasonable assurance that we timely identify and assess the accounting implications of terms in unusual or non-recurring agreements.

As of March 31, 2020, the company has taken specific measures to remediate the material weakness by implementing and enhancing its internal controls over financial reporting. We added new controls and revised our controls relating to unusual transaction reviews, and we implemented the new and revised controls in our third fiscal quarter of 2020.

During our fourth fiscal quarter of 2020, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded that the December 2019 Control Deficiency which constituted a material weakness has been remediated as of June 30, 2020.

Management assessed our internal control over financial reporting as of June 30, 2020. Management based its assessment on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that our internal control over financial reporting was effective as of June 30, 2020.

Grant Thornton LLP, an independent registered public accounting firm, has issued a report on our internal control over financial reporting, which is included below.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with our implementation of the remediation plans discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during our fourth fiscal quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Telenav, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Telenav, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2020, and our report dated August 20, 2020 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ *GRANT THORNTON LLP*

San Jose, California August 20, 2020

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ITEM 9B.	OTHER INFORMATION

Not applicable.

PART III.



ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to General Instruction G(3) of Form 10-K, the information required by this Item 10 relating to our executive officers is included under the caption “Information about our Executive Officers” in Part I of this Form 10-K.

The other information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2020 fiscal year end) under the headings “Proposal One — Election of Directors” and “Corporate Governance.”



ITEM 11.	EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2020 fiscal year end) under the headings “Corporate Governance” and “Executive Compensation.”



ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2020 fiscal year end) under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”



ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2020 fiscal year end) under the headings “Corporate Governance” and “Certain Relationships and Related Party Transactions.”



ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2020 fiscal year end) under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm.”

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PART IV.



ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements of Telenav, Inc. on page F-1 as a part of this Form 10-K.

2. Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts is set forth on page F-40 of this Form 10-K. All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements and the Notes thereto.

3. Exhibits

See Item 15(b) below.

(b) Exhibits

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission.



Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
2.1	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
3.1	Second Amended and Restated Certificate of Incorporation of TeleNav, Inc. filed on May 18, 2010.	10-K	3.1	9/24/2010
3.1.1	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Telenav, Inc. filed on November 27, 2012.	8-K	3.1.1	12/3/2012
3.2	Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010.	10-K	3.2	9/24/2010
4.1	Specimen Common Stock Certificate of TeleNav, Inc.	S-1/A	4.1	1/5/2010
4.2	Fifth Amended and Restated Investors’ Rights Agreement, dated April 14, 2009, between TeleNav, Inc. and certain holders of TeleNav, Inc.’s capital stock named therein.	S-1	4.2	10/30/2009
4.3	Description of Telenav’s securities registered under Section 12 of the Exchange Act	10-K	4.3	8/22/2019
10.1.1	Form of Indemnification Agreement between Registrant and its directors and officers	10-Q	10.1.1	5/8/2020
10.2#	1999 Stock Option Plan and forms of agreement thereunder.	S-1	10.2	10/30/2009
10.4#	2009 Equity Incentive Plan and forms of agreement thereunder.	S-1	10.4	10/30/2009
10.4.5#	2009 Equity Incentive Plan, amended and restated as of July 30, 2018.	10-Q	10.4.5	11/9/2018
10.4.6#	Form of 2009 Equity Incentive Plan Restricted Stock Unit Award Agreement	10-Q	10.4.6	11/8/2019
10.4.7#	Form of 2009 Equity Incentive Plan Restricted Stock Unit Award Agreement - Performance Grant	10-Q	10.4.6	11/8/2019
10.7#	Employment Agreement, dated as of May 4, 2005, between TeleNav, Inc. and Hassan Wahla.	S-1	10.7	10/30/2009
10.8#	Employment Agreement, dated October 28, 2009, between TeleNav, Inc. and H.P. Jin.	S-1	10.8	10/30/2009
10.9#	Form of Employment Agreement between TeleNav, Inc. and each of Y.C. Chao, Salman Dhanani, Robert Rennard and Hassan Wahla.	S-1	10.9	10/30/2009

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Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.16†	Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.	S-1/A	10.16	2/2/2010
10.16.3†	Fifth Amendment dated January 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.	S-1/A	10.16.3	2/2/2010
10.16.4†	Seventh Amendment dated December 16, 2008 to the Data License Agreement, dated as of December 1, 2002, by and among TeleNav, Inc., NAVTEQ Europe B.V. and NAVTEQ North America, LLC.	S-1/A	10.16.4	4/26/2010
10.16.5	Eighth Amendment dated December 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.	S-1	10.16.5	10/30/2009
10.16.12†	Ninth Amendment dated February 25, 2010 to the Data License Agreement, dated as of December 1, 2002 by and between TeleNav, Inc. and NAVTEQ North America, LLC.	S-1/A	10.16.12	4/26/2010
10.16.13	Tenth Amendment dated June 1, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	10-Q	10.16.13	5/7/2012
10.16.14†	Eleventh Amendment dated September 16, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	10-Q	10.16.14	5/7/2012
10.16.15†	Twelfth Amendment dated September 28, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	10-Q	10.16.15	5/7/2012
10.16.16†	Fourteenth Amendment dated September 30, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	10-Q	10.16.16	5/7/2012
10.16.20	Fifteenth Amendment dated October 30, 2012 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.	10-Q	10.16.20	2/8/2013
10.16.22†	Seventeenth Amendment dated June 27, 2013 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.	10-Q/A	10.16.22	2/27/2014
10.16.24	Eighteenth Amendment dated January 28, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.	10-Q	10.16.24	2/6/2014
10.16.25†	Territory License No. 9, dated February 1, 2014 by and between HERE North America, LLC, HERE Europe B.V., NAVTEQ Korea Co. Ltd, and Telenav, Inc.	10-Q	10.16.25	5/8/2014
10.16.26†	General License Agreement, dated February 10, 2014 by and between HERE North America, LLC, and Telenav, Inc.	10-Q	10.16.26	5/8/2014
10.16.27†	Nineteenth Amendment dated May 20, 2014 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.	10-K	10.16.27	8/22/2014
10.16.28†	First Amendment, dated June 12, 2014, to Territory License No. 9, dated as of February 1, 2014, by and between Telenav, Inc., and HERE North America, LLC (f/k/a NAVTEQ North America, LLC).”	10-K	10.16.28	8/22/2014
10.16.30†	Patent License Agreement, dated January 1, 2014, by and between Telenav, Inc., and HERE Global B.V. (f/k/a Navteq B.V.)	10-Q	10.16.30	2/5/2015
10.16.31†	Territory License No. 11, dated April 3, 2015 by and between HERE North America, LLC, HERE Europe B.V., and Telenav, Inc.	10-K	10.16.31	8/24/2015
10.16.33†	First Amendment to General License Agreement, dated November 12, 2015 by and between HERE North America, LLC, and Telenav, Inc.	10-Q	10.16.33	2/9/2016

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Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.16.34†	Territory License No. 10, dated March 15, 2016, by and between HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd, and Telenav, Inc.	10-Q	10.16.34	5/9/2016
10.16.35†	First Amendment, effective August 24, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.	10-Q	10.16.35	11/7/2016
10.16.37†	Third Amendment, effective December 6, 2016, to Territory License No. 9, dated February 1, 2014, by and between HERE North America, LLC and Telenav, Inc.	10-Q	10.16.37	2/3/2017
10.16.38†	Second Amendment, effective December 6, 2016, to Territory License No. 11, dated April 3, 2015, by and between HERE North America, LLC and Telenav, Inc.	10-Q	10.16.38	2/3/2017
10.16.39†+	Territory License No. 12, dated June 30, 2017, by and among HERE North America, LLC, HERE Europe B.V. and Telenav, Inc.	10-Q	10.16.39	11/9/2017
10.16.40†	Third Amendment dated August 7, 2017 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., NAVTEQ North America, LLC and NAVTEQ Europe B.V.	10-Q	10.16.40	11/9/2017
10.16.41†	Access Agreement dated August 7, 2017 by and between Telenav, Inc., HERE North America LLC	10-Q	10.16.41	11/9/2017
10.16.42†	First Amendment dated October 2, 2017 to Territory License No. 10, dated March 15, 2016, by and between HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd, and Telenav, Inc.	10-Q	10.16.42	11/9/2017
10.16.43†	Fourth Amendment dated December 14, 2017 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., NAVTEQ North America, LLC and NAVTEQ Europe B.V.	10-Q	10.16.43	2/8/2018
10.16.44†	Second Amendment dated December 15, 2017 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	10-K	10.16.44	9/12/2018
10.16.45†	Fourth Amendment dated April 4, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	10-K	10.16.45	9/12/2018
10.16.46†	Territory License No. 13, dated August 15, 2018, by and among HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd. and Telenav, Inc.	10-Q	10.16.46	2/8/2019
10.16.47†	Sixth Amendment dated September 6, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	10-Q	10.16.47	11/9/2018
10.16.48†	Fifth Amendment dated November 6, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	10-Q	10.16.48	2/8/2019
10.16.49†	Eighth Amendment dated December 13, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	10-Q	10.16.49	2/8/2019
10.16.50†	Territory License No. 14, dated December 21, 2018, between HERE North America, LLC, and Telenav, Inc.	10-Q	10.16.50	2/8/2019

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Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.16.51++	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	10-Q	10.16.51	5/10/2019
10.16.52++	Second Amendment to General License Agreement, dated January 17, 2019 by and between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.52	5/10/2019
10.16.53++	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	10-Q	10.16.53	5/10/2019
10.16.54++	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	10-Q	10.16.54	5/10/2019
10.16.55++	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	10-Q	10.16.55	5/10/2019
10.16.56++	Access Agreement No. 2 dated March 21, 2019 by and between Telenav, Inc. and HERE North America LLC	10-K	10.16.56	8/22/2019
10.16.57++	Ninth Amendment dated April 30, 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 HERE North America, LLC	10-K	10.16.57	8/22/2019
10.16.58++	Third Amendment dated November 1, 2018 to Territory License No. 10, dated March 1, 2016 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc. and HERE North America, LLC	10-K	10.16.58	8/22/2019
10.16.59++	First Amendment to the Territory License No. 14, as amended, to the Data License Agreement, dated December 1, 2002, by and between Telenav, Inc. and Navigation Technologies Corporation, which was subsequently assigned to HERE North America	10-Q	10.16.59	2/13/2020
10.16.60++	Tenth Amendment (“Tenth Amendment”) to the Territory License No. 11, effective April 3, 2015 (“TL 11”), as amended, to the Data License Agreement (“Agreement”), dated December 1, 2002, by and between Telenav, Inc. (“Client”) and Navigation Technologies Corporation, which was subsequently assigned to HERE North America, LLC	10-Q	10.16.60	2/13/2020
10.16.61++	Tenth Amendment to Territory License No. 10, effective as of March 1, 2016, to the Data License Agreement dated December 1, 2002, by and between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.61	2/13/2020
10.16.62++	Eleventh Amendment to the Territory License No. 10, effective March 1, 2016, as amended, to the Data License Agreement, dated December 1, 2002, by and between Telenav, Inc. and Navigation Technologies Corporation, which was subsequently assigned to HERE North America, LLC	10-Q	10.16.62	2/13/2020
10.16.63++	License Supplement v1.0 FT between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.63	2/13/2020
10.16.64++	Fourth Amendment to the Territory License No. 9, effective February 1, 2014, to the Data License Agreement, dated December 1, 2002, by and between Telenav, Inc. and Navigation Technologies Corporation, which was subsequently assigned to HERE North America, LLC	10-Q	10.16.64	2/13/2020
10.16.65++	Twenty-First Amendment to the Data License Agreement dated December 1, 2002, by and between TeleNav, Inc. and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to HERE North America, LLC	10-Q	10.16.65	2/13/2020
10.16.66++	License Supplement between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.66	5/8/2020
10.16.67++	Support License Supplement between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.67	5/8/2020

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Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.16.68++	SOW between Telenav, Inc. and HERE North America, LLC	10-Q	10.16.68	5/8/2020
10.16.69++	Amendment One to the License Supplement executed on March 16, 2020 between Telenav, Inc. and HERE North America LLC effective as of June 1, 2020	Filed Herewith
10.16.70++	SOW between Telenav, Inc. and HERE North America LLC effective as of June 1, 2020	Filed Herewith
10.26†	SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor Company.	10-K	10.26	9/7/2012
10.26.16†	Amendment No. 16 effective April 17, 2014 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.16	5/8/2014
10.26.17†	Amendment No. 17 effective January 1, 2015 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.17	5/7/2015
10.26.18†	Amendment No. 18 effective June 17, 2015 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.18	11/9/2015
10.26.19†	Amendment No. 19, effective December 1, 2015, to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.19	11/7/2016
10.26.20†	Amendment No. 20, effective January 1, 2016, to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.20	2/3/2017
10.26.21†	Amendment No. 21, effective October 1, 2017, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company.	10-Q	10.26.21	5/10/2018
10.26.22†	Amendment No. 22, effective January 1, 2017, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company. America, LLC and NAVTEQ Europe B.V.	10-Q	10.26.22	2/8/2018
10.26.23†	Amendment No. 23, effective December 13, 2017, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company. America, LLC and NAVTEQ Europe B.V.	10-Q	10.26.23	5/10/2018
10.26.24†	Amendment No. 24, effective January 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company.	10-Q	10.26.24	5/10/2018
10.26.25†	Amendment No. 25, effective January 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company.	10-Q	10.26.25	5/10/2018
10.26.26†	Amendment No. 26, effective July 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.26	11/9/2018
10.26.27†	Amendment No. 27, effective July 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.27	2/8/2019
10.26.28†	Amendment No. 28, effective January 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.28	2/8/2019
10.26.29†	Amendment No. 29, effective December 7, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	10-Q	10.26.29	2/8/2019
10.26.30++	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	10-Q	10.26.30	5/10/2019

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Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.26.31++	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	10-Q	10.26.31	5/10/2019
10.26.32++	Amendment No. 30, effective February 22, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company.	10-K	10.26.32	8/22/2019
10.26.33++	Amendment No. 33 effective September 30, 2019, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company.	10-Q	10.26.33	5/8/2020
10.26.34++	Amendment No. 34 to the SYNC Generation 2 On-Board Navigation Agreement between Telenav, Inc. and Ford Motor Company	Filed Herewith	10.26.34	Filed Herewith
10.27†	Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC and Telenav, Inc.	10-Q	10.27	2/8/2019
10.27.1†	Amendment No. 1 effective May 22, 2018 to Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC	10-Q	10.27.1	11/9/2018
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
10.27.3†	Amendment No. 1 effective December 5, 2014 to Services Agreement, dated June 13, 2014, by and between General Motors	10-Q	10.27.3	11/9/2018
10.27.4†	Amendment No. 2 effective March 18, 2015 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	10-Q	10.27.4	11/9/2018
10.27.5†	Amendment No. 3 effective December 24, 2015 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	10-Q	10.27.5	11/9/2018
10.27.6†	Amendment No. 4 effective May 30, 2016 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	10-Q	10.27.6	11/9/2018
10.27.7++	Amendment 5 dated July 24, 2019 to the Services Agreement by and between Telenav, Inc. and General Motors Holdings, LLC	10-Q	10.27.7	2/13/2020
10.27.8++	Amendment No. 2 dated August 8, 2019 to the Services Agreement by and between Telenav, Inc. and General Motors Holdings, LLC	10-Q	10.27.8	5/8/2020
10.27.9++	Agreement between Telenav, Inc. and General Motors Holdings LLC dated April 27, 2020	Filed Herewith
10.29#	Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan.	S-8	4.2	10/29/2012
10.32#	Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan.	10-Q	10.32	2/5/2015
10.33#	Form of Restricted Stock Unit Award Agreement under the Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan.	10-Q	10.33	2/5/2015
10.40	Lease dated August 9, 2017 for 4655 Great America Parkway, Suite 300, Santa Clara, CA among PRII Towers at Great America Owner LLC and Telenav, Inc.	10-Q	10.40	11/9/2017
10.44#	Offer letter between the Company and Adeel Manzoor, dated May 16, 2019.	8-K	10.1	7/8/2019
10.45#	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
10.46	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
10.47#	Offer letter between the Company and Steve Debenham, dated May 24, 2019	10-Q	10.47	11/8/2019
10.47.1#	Change in Control and Severance Agreement between the Company and Steve Debenham, effective as of August 15, 2019	10-Q	10.47.1	11/8/2019
10.48	Consulting Agreement by and among Telenav, Inc. and Karen Francis dated October 25, 2019	10-Q	10.48	11/8/2019
10.49#	Telenav, Inc. 2019 Equity Incentive Plan	S-8	99.1	11/8/2019

Table of Contents



Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.49.1#	Telenav, Inc. 2019 Equity Incentive Plan Form of Stock Option Award Agreement	S-8	99.2	11/8/2019
10.49.2#	Telenav, Inc. 2019 Equity Incentive Plan Form of Global Restricted Stock Unit Award Agreement	S-8	99.3	11/8/2019
10.49.3#	Telenav, Inc. 2019 Equity Incentive Plan Form of Director Initial Award Restricted Stock Unit Award Agreement	S-8	99.4	11/8/2019
10.49.4#	Telenav, Inc. 2019 Equity Incentive Plan Form of Global Restricted Stock Unit Award Agreement	S-8	99.5	11/8/2019
10.49.5#	Telenav, Inc. 2019 Equity Incentive Plan Form of Director Annual Award Restricted Stock Unit Award Agreement	S-8	99.6	11/8/2019
10.50.1#	Telenav, Inc. 2019 Employee Stock Purchase Plan, as amended December 2, 2019	10-Q	10.50.1	5/8/2020
10.51#	Form of Change in Control and Severance Agreement	8-K	10.1	2/3/2020
21.1	Subsidiaries of the registrant.	Filed herewith
23.1	Consent of Independent Registered Public Accounting Firm	Filed herewith
24.1	Power of Attorney (contained in the signature page to this Form 10-K).	Filed herewith
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.	Filed herewith
31.2	Certification Pursuant to 18 U.S.C. Section 1350, 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 Chief Executive Officer.	Filed 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.	Filed 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.	Filed herewith
101.SCH*	Inline XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL*	Inline XBRL Taxonomy Calculation Linkbase Document	Filed herewith
101.DEF*	Inline XBRL Taxonomy Definition Linkbase Document	Filed herewith
101.LAB*	InlineXBRL Taxonomy Label Linkbase Document	Filed herewith
101.PRE*	InlineXBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104.0	Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith

Table of Contents



#	Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
†	Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.
++	Portions of the exhibit have been omitted by means of marking such portions with an asterisk because the identified portions are not material and would likely cause competitive harm to the Company if publicly disclosed.
~	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Table of Contents



ITEM 16.	FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TELENAV, INC.

Dated:	August 20, 2020	By:	/s/ *Dr. HP J*IN
			Dr. HP Jin
			Chairman of the Board of Directors, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. HP Jin, in his capacity as Telenav, Inc.'s Chief Executive Officer, and Adeel Manzoor, in his capacity as Telenav, Inc.'s Chief Financial Officer, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Table of Contents



Name and Signature	Title	Date

/s/ *Dr. HP J*IN	Chairman of the Board of Directors, President and Chief Executive Officer	August 20, 2020
Dr. HP Jin	(Principal Executive Officer)

/s/ *ADEEL MANZOOR*	Chief Financial Officer and Treasurer	August 20, 2020
Adeel Manzoor	(Principal Financial and Accounting Officer)

/s/ *SAMUEL CHEN*	Director	August 20, 2020
Samuel Chen

/s/ *WES CUMMINS*	Director	August 20, 2020
Wes Cummins

/s/ *DOUGLAS MILLER*	Director	August 20, 2020
Douglas Miller

/s/ *RANDY ORTIZ*	Director	August 20, 2020
Randy Ortiz

/s/ *KEN XIE*	Director	August 20, 2020
Ken Xie

Table of Contents

FINANCIAL STATEMENTS.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF TELENAV, INC.




			Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Comprehensive Income (Loss)			F-5
Consolidated Statements of Stockholders’ Equity			F-6
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-9

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Telenav, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Telenav, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated August 20, 2020 expressed an unqualified opinion.

Adoption of new accounting standard

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in fiscal year 2020 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), and the related amendments.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ *GRANT THORNTON LLP*

We have served as the Company’s auditor since 2015.

San Jose, California August 20, 2020

F-2

Table of Contents

TELENAV, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)



	June 30,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	i 20,518		$	i 27,275
Short-term investments	i 90,315			i 72,203
Accounts receivable, net of allowances of $5 and $7 at June 30, 2020 and 2019, respectively	i 34,542			i 69,781
Restricted cash	i 1,494			i 1,950
Deferred costs	i 26,121			i 18,752
Prepaid expenses and other current assets	i 4,505			i 3,784
Assets of discontinued operations	i —			i 6,330
Total current assets	i 177,495			i 200,075
Property and equipment, net	i 4,319			i 5,583
Operating lease right-of-use assets	i 7,067			—
Deferred income taxes, non-current	i 1,515			i 998
Goodwill and intangible assets, net	i 14,255			i 15,701
Deferred costs, non-current	i 54,548			i 61,050
Other assets	i 34,552			i 1,414
Assets of discontinued operations, non-current	i —			i 12,194
Total assets	$	i 293,751		$	i 297,015
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	i 12,291		$	i 16,061
Accrued expenses	i 36,210			i 48,899
Operating lease liabilities	i 2,786			—
Deferred revenue	i 37,973			i 31,270
Income taxes payable	i 715			i 800
Liabilities of discontinued operations	i —			i 3,373
Total current liabilities	i 89,975			i 100,403
Deferred rent, non-current	—			i 1,266
Operating lease liabilities, non-current	i 5,191			—
Deferred revenue, non-current	i 100,970			i 103,865
Other long-term liabilities	i 645			i 811
Liabilities of discontinued operations, non-current	i —			i 30
Commitments and contingencies	i —			i —
Stockholders’ equity:
Preferred stock, $0.001 par value: 50,000 shares authorized; no shares issued or outstanding	i —			i —
Common stock, $0.001 par value: 600,000 shares authorized; 47,342 and 46,911 shares issued and outstanding at June 30, 2020 and 2019, respectively	i 47			i 47
Additional paid-in capital	i 192,170			i 182,349
Accumulated other comprehensive loss	( i 477		)	( i 1,477		)
Accumulated deficit	( i 94,770		)	( i 90,279		)
Total stockholders’ equity	i 96,970			i 90,640
Total liabilities and stockholders’ equity	$	i 293,751		$	i 297,015

See accompanying Notes to Consolidated Financial Statements.

F-3

Table of Contents

TELENAV, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Fiscal Year Ended

June 30,

2020

2019

2018

Revenue:

Product

i 191,253

i 168,619

i 163,599

Services

i 49,098

i 28,036

i 27,635

Total revenue

i 240,351

i 196,655

i 191,234

Cost of revenue:

Product

i 99,030

i 97,245

i 102,224

Services

i 27,401

i 15,904

i 12,506

Total cost of revenue

i 126,431

i 113,149

i 114,730

Gross profit

i 113,920

i 83,506

i 76,504

Operating expenses:

Research and development

i 79,256

i 78,603

i 79,946

Sales and marketing

i 8,280

i 7,584

i 9,168

General and administrative

i 25,822

i 23,811

i 21,550

Goodwill impairment

i —

i 2,666

Legal settlements and contingencies

i —

i 700

i 425

Total operating expenses

i 113,358

i 110,698

i 113,755

Income (loss) from operations

i 562

( i 27,192

)

( i 37,251

)

Other income, net

i 3,010

i 2,916

i 833

Income (loss) from continuing operations before provision for income taxes

i 3,572

( i 24,276

)

( i 36,418

)

Provision for income taxes

i 1,336

i 1,376

i 1,012

Equity in net (income) of equity method investees

( i 876

)

i —

Income (loss) from continuing operations

i 3,112

( i 25,652

)

( i 37,430

)

Discontinued operations:

Income (loss) from operations of Advertising business, net of tax

i 832

( i 6,836

)

( i 3,404

)

Loss from sale of Advertising business

( i 4,874

)

i —

Loss on discontinued operations

( i 4,042

)

( i 6,836

)

( i 3,404

)

Net loss

( i 930

)

( i 32,488

)

( i 40,834

)

Basic income (loss) per share

Income (loss) from continuing operations

i 0.07

( i 0.56

)

( i 0.84

)

Loss on discontinued operations

( i 0.08

)

( i 0.15

)

( i 0.08

)

Net loss

( i 0.02

)

( i 0.71

)

( i 0.92

)

Diluted income (loss) per share

Income (loss) from continuing operations

i 0.06

( i 0.56

)

( i 0.84

)

Loss on discontinued operations

( i 0.08

)

( i 0.15

)

( i 0.08

)

Net loss

( i 0.02

)

( i 0.71

)

( i 0.92

)

Shares used in computing income (loss) per share

Basic

i 47,868

i 45,577

i 44,498

Diluted

i 48,761

i 45,577

i 44,498

See accompanying Notes to Consolidated Financial Statements.

F-4

Table of Contents

TELENAV, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Fiscal Year Ended

June 30,

2020

2019

2018

Net loss

( i 930

)

( i 32,488

)

( i 40,834

)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment, net of tax

( i 211

)

( i 461

)

i 539

Available for sale securities:

Unrealized gain (loss) on available-for-sale securities, net of tax

i 1,270

i 816

( i 465

)

Reclassification adjustments for gain (loss) on available-for-sale securities recognized, net of tax

( i 59

)

i 23

i 5

Net increase (decrease) from available-for-sale securities, net of tax

i 1,211

i 839

( i 460

)

Other comprehensive income, net of tax

i 1,000

i 378

i 79

Comprehensive income (loss)

i 70

( i 32,110

)

( i 40,755

)

See accompanying Notes to Consolidated Financial Statements.

F-5

Table of Contents

TELENAV, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Common Stock

Additional

Paid-in

Capital

Accumulated

Other

Comprehensive

Income (Loss)

Accumulated

Deficit

Total Stockholders' Equity

Amount

Balance at June 30, 2017

i 43,946

i 44

i 159,666

( i 1,934

)

( i 16,072

)

i 141,704

Issuance of common stock upon exercise of stock options

i 151

i —

i 681

—

i 681

Release of restricted stock units

i 774

i 1

( i 2,328

)

—

( i 2,327

)

Stock-based compensation expense, continuing operations

—

i 8,768

—

i 8,768

Stock-based compensation expense, discontinued operations

—

i 1,108

—

i 1,108

Foreign currency translation adjustment, net of tax

—

i 539

—

i 539

Unrealized loss on available-for-sale securities, net of tax

—

( i 460

)

—

( i 460

)

Adoption of ASU 2016-16 using the modified retrospective method

—

( i 296

)

( i 296

)

Net loss

—

( i 40,834

)

( i 40,834

)

Balance at June 30, 2018

i 44,871

i 45

i 167,895

( i 1,855

)

( i 57,202

)

i 108,883

Issuance of common stock upon exercise of stock options

i 1,477

i 1

i 8,852

—

i 8,853

Release of restricted stock units

i 784

i 1

( i 1,983

)

—

( i 1,982

)

Repurchases of common stock

( i 221

)

—

( i 714

)

—

( i 589

)

( i 1,303

)

Stock-based compensation expense, continuing operations

—

i 7,404

—

i 7,404

Stock-based compensation expense, discontinued operations

—

i 895

—

i 895

Foreign currency translation adjustment, net of tax

—

( i 461

)

—

( i 461

)

Unrealized gain on available-for-sale securities, net of tax

—

i 839

—

i 839

Net loss

—

( i 32,488

)

( i 32,488

)

Balance at June 30, 2019

i 46,911

i 47

i 182,349

( i 1,477

)

( i 90,279

)

i 90,640

Issuance of common stock upon exercise of stock options

i 1,351

i 1

i 8,466

—

i 8,467

Release of restricted stock units

i 772

i 1

( i 1,776

)

—

( i 1,775

)

Repurchases of common stock

( i 1,692

)

( i 2

)

( i 5,790

)

—

( i 3,561

)

( i 9,353

)

Stock-based compensation expense, continuing operations

—

i 8,034

—

i 8,034

Stock-based compensation expense, discontinued operations

—

i 887

—

i 887

Foreign currency translation adjustment, net of tax

—

( i 211

)

—

( i 211

)

Unrealized gain on available-for-sale securities, net of tax

—

i 1,211

—

i 1,211

Net loss

—

( i 930

)

( i 930

)

Balance at June 30, 2020

i 47,342

i 47

i 192,170

( i 477

)

( i 94,770

)

i 96,970

See accompanying Notes to Consolidated Financial Statements.

F-6

Table of Contents

TELENAV, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Fiscal Year Ended June 30,

2020

2019

2018

Operating activities

Net loss

( i 930

)

( i 32,488

)

( i 40,834

)

Loss on discontinued operations

i 4,042

i 6,836

i 3,404

Income (loss) from continuing operations

i 3,112

( i 25,652

)

( i 37,430

)

Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities:

Stock-based compensation expense

i 8,034

i 7,404

i 8,768

Depreciation and amortization

i 3,430

i 3,678

i 3,363

Deferred rent reversal due to lease termination

i —

( i 538

)

Operating lease amortization, net of accretion

i 2,998

i —

Tenant improvement allowance recognition due to lease termination

i —

( i 582

)

Goodwill impairment

i —

i 2,666

Accretion of net premium on short-term investments

i 258

( i 30

)

i 192

Equity in net (income) of equity method investees

( i 876

)

i —

Gain on sale of intellectual property and workforce to Grab

( i 45

)

i —

Non-cash revenue associated with grant of perpetual license to Grab

( i 5,831

)

i —

Unrealized gain on investments

i —

( i 1,174

)

i —

Other

( i 361

)

( i 32

)

( i 9

)

Changes in operating assets and liabilities:

Accounts receivable

i 35,698

( i 28,624

)

i 10,526

Deferred income taxes

( i 541

)

( i 153

)

i 52

Deferred costs

( i 891

)

( i 21,377

)

( i 22,999

)

Prepaid expenses and other current assets

i 435

( i 354

)

i 496

Other assets

( i 249

)

( i 177

)

( i 681

)

Trade accounts payable

( i 3,875

)

i 3,359

i 6,836

Accrued expenses and other liabilities

( i 13,941

)

i 12,489

( i 12,439

)

Income taxes payable

( i 74

)

i 583

i 23

Deferred rent

i —

i 360

i 1,193

Operating lease liabilities

( i 3,763

)

i —

Deferred revenue

i 3,753

i 60,597

i 35,424

Net cash provided by (used in) operating activities

i 27,271

i 10,897

( i 5,139

)

Investing activities

Purchases of property and equipment

( i 933

)

( i 1,398

)

( i 4,651

)

Purchases of short-term investments

( i 80,673

)

( i 45,816

)

( i 49,287

)

Proceeds from sales and maturities of short-term investments

i 63,513

i 43,737

i 58,404

Purchases of long-term investments

( i 9,920

)

i —

Net cash provided by (used in) investing activities

( i 28,013

)

( i 3,477

)

i 4,466

Financing activities

Proceeds from exercise of stock options

i 8,432

i 8,853

i 681

Repurchase of common stock

( i 9,353

)

( i 1,303

)

i —

Tax withholdings related to net share settlements of restricted stock units

( i 1,334

)

( i 1,982

)

( i 2,327

)

Net cash provided by (used in) financing activities

( i 2,255

)

i 5,568

( i 1,646

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

( i 241

)

( i 478

)

i 529

Net increase (decrease) in cash, cash equivalents and restricted cash, continuing operations

( i 3,238

)

i 12,510

( i 1,790

)

Net cash used in discontinued operations

( i 3,975

)

( i 3,384

)

( i 2,269

)

Cash, cash equivalents and restricted cash, beginning of period

i 29,225

i 20,099

i 24,158

Cash, cash equivalents and restricted cash, end of period

i 22,012

i 29,225

i 20,099

F-7

Table of Contents

Fiscal Year Ended June 30,

2020

2019

2018

Supplemental disclosure of cash flow information

Income taxes paid, net

i 2,153

i 1,128

i 1,053

Non-cash investing: Investment in inMarket Media, LLC acquired in exchange for sale of Advertising business

i 15,600

i —

Non-cash sale of assets to Grab in exchange for equity investment and software

i 7,012

i —

Non-cash transfer of non-marketable equity securities to short-term investments

i —

i 1,348

i —

Cash flows from discontinued operations:

Net cash used in operating activities

( i 3,569

)

( i 3,384

)

( i 2,269

)

Net cash used in financing activities

( i 406

)

i —

Net cash transferred from continuing operations

i 3,975

i 3,384

i 2,269

Net change in cash and cash equivalents from discontinued operations

i —

Cash and cash equivalents of discontinued operations, beginning of period

i —

Cash and cash equivalents of discontinued operations, end of period

i —

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets

Cash and cash equivalents

i 20,518

i 27,275

i 17,117

Restricted cash

i 1,494

i 1,950

i 2,982

Total cash, cash equivalents and restricted cash

i 22,012

i 29,225

i 20,099

See accompanying Notes to Consolidated Financial Statements.

F-8

Table of Contents

TELENAV, INC.

Notes to Consolidated Financial Statements


1.	i Summary of business and significant accounting policies

Description of business

Telenav, Inc., also referred to in this report as "Telenav," “we,” “our” or “us,” was incorporated in September 1999 in the State of Delaware. We are a leading provider of automotive software and services providing both in-vehicle and cloud-based solutions. We focus on navigation and location-based services (LBS), where we pioneered many innovations including the market’s first mobile cloud-based navigation service. Navigation and LBS are the primary applications for in-vehicle infotainment (IVI) systems and we are using our strengths and core competencies to address the growing demand for overall connected car services. We provide our connected-car products and services directly to automobile manufacturers, as well as tier-one suppliers. Our fiscal year ends on June 30, and in this report we refer to the fiscal years ended June 30, 2020, 2019 and 2018 as fiscal 2020, fiscal 2019 and fiscal 2018, respectively.

Commencing July 1, 2019, we operate in a single segment, automotive. Through June 30, 2019, we operated in i three segments: automotive, advertising and mobile navigation. In August 2019, we disposed of our digital advertising operations (the "Ads Business") and have presented the results of operations for the Ads Business as discontinued operations for all prior periods presented (see Note 11). Our mobile navigation services business represented less than 5% of total revenue for fiscal 2020 and we expect the business to continue to decline. Our chief executive officer, or CEO, the chief operating decision maker, does not review mobile navigation revenue and cost of revenue separately. As a result, we have combined the mobile navigation business with the automotive business in a single segment.

Basis of presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The consolidated financial statements include the accounts of Telenav, Inc. and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year balances have been reclassified to conform to the current year presentation.

Our consolidated financial statements also include the financial results of Shanghai Jitu Software Development Ltd., or Jitu, located in China. Based on our contractual arrangements with the shareholders of Jitu, we have determined that Jitu is a variable interest entity, or VIE, for which we are the primary beneficiary and are required to consolidate in accordance with Accounting Standards Codification, or ASC, subtopic 810-10, or ASC 810-10, Consolidation: Overall. The results of Jitu did not have a material impact on our overall operating results for fiscal 2020, fiscal 2019 or fiscal 2018.

Effective July 1, 2019, we adopted the requirements of Accounting Standards Update, or ASU, No. 2016-02, Leases (ASC 842) as discussed in the section titled “Recently adopted accounting pronouncements” of this Note 1. All amounts and disclosures set forth in this Form 10-K have been updated to comply with this standard.

Certain prior period balances have been reclassified to conform to the current period presentation of discontinued operations.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions made by us include the determination of revenue recognition and deferred revenue, including estimating and allocating the transaction price of customer contracts, the recoverability of accounts receivable and short-term investments, the determination of acquired intangibles and assessment of goodwill for impairment, the fair value of stock-based awards issued, the determination of income taxes and the recoverability of deferred tax assets. Actual results could differ from those estimates.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus first identified in China in late 2019 (COVID-19) as a pandemic, which continues to spread throughout the U.S. and the world. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and we cannot predict. During the year ended June 30, 2020, this uncertainty resulted in a higher level of judgment related to our estimates and assumptions concerning short-term investments, long-lived assets, non-marketable equity and debt investments, goodwill, and variable consideration related to revenue recognition. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements.

Revenue recognition

The core principle of ASC 606 is to recognize revenue to depict the transfer of products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. This principle is achieved through applying the following five-step approach:


•	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

Product revenue

We generate product revenue from the delivery of our on-board automotive navigation solutions, specified map updates and customized software development.

Services revenue

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

for our brought-in automotive navigation solutions typically contain a substantial amount of variable consideration that does not meet the allocation objective of ASC 606 and is required to be estimated and included in the transaction price, we include in the transaction price only variable consideration such that it is probable that a risk of significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Total variable consideration to be received is estimated at contract inception and updated at each reporting date. We utilize the expected value method and consider expected unit volume combined with a risk-based probability based on factors including, but not limited to: model year cycles, customer history, technology life cycles, nature of competition and other contract-specific factors. Because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, i we recognize revenue ratably over the period the services obligation is expected to be fulfilled, generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

Disaggregation of revenue

In order to further depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors, the following table depicts the disaggregation of revenue according to revenue type and pattern of recognition, and is consistent with how we evaluate our financial performance (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Product

On-board automotive navigation solutions (point in time)⁽¹⁾

i 191,253

i 168,619

i 163,599

Total product revenue

i 191,253

i 168,619

i 163,599

Services

Brought-in automotive navigation solutions (over time)⁽²⁾

i 36,406

i 17,161

i 14,209

Automotive maintenance and support (over time)

i 3,181

i 1,055

i 34

Mobile navigation services (over time)

i 9,511

i 9,820

i 13,392

Total services revenue

i 49,098

i 28,036

i 27,635

Total revenue

i 240,351

i 196,655

i 191,234

⁽¹⁾Includes i) royalties earned and recognized at the point in time usage occurs, ii) map updates and iii) customized software development fees.

⁽²⁾Includes royalties earned and recognized over time from the allocation of transaction price to service obligations.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Contracts with multiple performance obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP based on, if available, observable prices for those related products and services when sold separately. When observable prices are not available, we determine SSP based on our overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of the contracts, the products and services sold, and stated prices for renewal. In such instances, we apply the expected cost plus margin method and the residual method in cases where we have not yet established a price and the product or service has not previously been sold on a standalone basis.

Contract assets

Contract assets relate to our rights to consideration for performance obligations satisfied but not billed at the reporting date. As of June 30, 2020 and 2019, we had i no contract assets.

Deferred revenue

Deferred revenue consists primarily of amounts that have been invoiced, and for which we have the right to bill, in advance of performance obligations being satisfied and revenue being recognized under our contracts with customers. Deferred revenue associated with performance obligations that are anticipated to be satisfied during the succeeding 12 months is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue in our consolidated balance sheets.

In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust consideration for the effects of a significant financing portion for periods of one year or less, for example, in the case of customized software development fees paid in advance of acceptance of the software. Substantially all brought-in automotive navigation solutions contain consideration paid significantly in advance of our provision of the services. In these cases, we have determined such contracts do not include a significant financing component, since neither we nor the applicable automobile manufacturer or tier one is substantially in control of such consideration, as revenue from these contracts is driven by future sales demand of a particular vehicle.

Cost of revenue

Our cost of revenue consists primarily of the cost of third-party royalty based content, such as map, points of interest, or POI, traffic, gas price and weather data, and voice recognition technology that we use in providing our personalized navigation services. Our cost of revenue also includes the cost of third-party exchange ad inventory as well as expenses associated with outsourced hosting services, data center operations, customer support, the amortization of capitalized software, recognition of deferred customized software development costs, stock-based compensation and amortization of acquired developed technology.

Deferred costs

We capitalize and defer recognition of certain third-party royalty-based content costs associated with the fulfillment of future automotive product and services obligations, and we recognize these deferred content costs as cost of revenue as we transfer control of the related performance obligation. Deferred costs are classified as current or non-current consistent with the periods over which the performance obligations are anticipated to be satisfied.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Changes in the balance of total deferred costs (current and non-current) during fiscal 2020 and 2019 are as follows (in thousands):

Deferred Costs

Content

Development

Total

Balance, June 30, 2018

i 48,946

i 9,479

i 58,425

Content licensing costs incurred

i 123,493

i —

i 123,493

Customized software development costs incurred

i —

i 2,537

Less: cost of revenue recognized

( i 100,973

)

( i 3,680

)

( i 104,653

)

Balance, June 30, 2019

i 71,466

i 8,336

i 79,802

Content licensing costs incurred

i 113,030

i —

i 113,030

Customized software development costs incurred

i —

i 4,015

Less: cost of revenue recognized

( i 110,898

)

( i 5,280

)

( i 116,178

)

Balance, June 30, 2020

i 73,598

i 7,071

i 80,669

/ i

Foreign currency

We translate the financial statements of certain of our foreign subsidiaries whose functional currency is their local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of comprehensive income in stockholders’ equity. Foreign currency transaction gains and losses are included in our net income for each year. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average monthly exchange rates during the year. Equity transactions are translated using historical exchange rates. Foreign currency transaction gains (losses) were $ i 28,000, $( i 215,000) and $ i 254,000 in fiscal 2020, 2019 and 2018, respectively.

Accumulated other comprehensive income (loss), net of tax

The components of accumulated other comprehensive income (loss), net of related taxes, were as follows (in thousands):

Foreign Currency
Translation
Adjustments

Unrealized
Gains (Losses) on
Available-

for-Sale
Securities

Total

Balance, net of tax as of June 30, 2018

( i 1,162

)

( i 693

)

( i 1,855

)

Other comprehensive income (loss) before reclassifications, net of tax

( i 461

)

i 816

i 355

Amount reclassified from accumulated other comprehensive income (loss), net of tax

i —

i 23

Other comprehensive income (loss), net of tax

( i 461

)

i 839

i 378

Balance, net of tax as of June 30, 2019

( i 1,623

)

i 146

( i 1,477

)

Other comprehensive income (loss) before reclassifications, net of tax

( i 211

)

i 1,270

i 1,059

Amount reclassified from accumulated other comprehensive income (loss), net of tax

i —

( i 59

)

( i 59

)

Other comprehensive income (loss), net of tax

( i 211

)

i 1,211

i 1,000

Balance, net of tax as of June 30, 2020

( i 1,834

)

i 1,357

( i 477

)

/ i

The amount reclassified from accumulated other comprehensive income (loss), net of tax, was determined using the specific identification method and the amount was included in other income, net, for fiscal 2020 and 2019, respectively.

The amount of income tax benefit allocated to each component of accumulated other comprehensive income (loss) was not material for fiscal 2020 and 2019.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Cash, i Cash equivalents and short-term investments

Cash and cash equivalents consist of unrestricted cash and highly liquid fixed-income investments with original maturities of three months or less at the time of purchase, including money market funds and commercial paper. Short-term investments consist of readily marketable debt securities with a remaining maturity of more than three months from time of purchase and marketable equity securities. Short-term investments are classified as current assets, even though maturities may extend beyond one year, because they represent investments of cash available for operations. We classify all of our cash equivalents and short-term investments as “available-for-sale,” as these investments are free of trading restrictions. We may or may not hold securities with stated maturities greater than 12 months until maturity. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these securities prior to their stated maturities. As we view these securities as available to support current operations, we classify securities with maturities beyond 12 months as current assets under the caption short-term investments in the accompanying consolidated balance sheets.

Marketable debt securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as accumulated other comprehensive income and included as a separate component of stockholders’ equity. Gains and losses are recognized when realized. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings. Gains and losses are determined using the specific identification method. Our net realized gains (losses) were $ i 55,000, $ i 11,000 and $( i 64,000) in fiscal 2020, 2019 and 2018, respectively. Interest income totaled $ i 2.5 million, $ i 1.7 million and $ i 1.4 million in fiscal 2020, 2019 and 2018, respectively.

At June 30, 2019, short-term investments also included marketable equity securities, which are carried at fair value with unrealized gains and losses recognized in other income (expense), net. Our net realized gains (losses) from marketable equity securities were i zero in fiscal 2019. We did not hold any marketable equity securities in fiscal 2020 and 2018.

Concentrations of risk and significant customers

Financial instruments that subject us to significant concentrations of credit risk primarily consist of cash, cash equivalents, short-term investments and accounts receivable. We maintain our cash, cash equivalents and short-term investments with well-capitalized financial institutions. At times, such deposits may be in excess of federally insured limits. Cash equivalents consist primarily of money-market accounts and commercial paper with original maturities of three months or less at the time of purchase. Our primary customers are automobile manufacturers and tier ones, and we do not require collateral for accounts receivable. To manage the credit risk associated with accounts receivable, we evaluate the creditworthiness of our customers. We evaluate our accounts receivable on an ongoing basis to determine those amounts not collectible. To date, we are not aware of circumstances that may impair a specific customer’s ability to meet its financial obligations to us, other than those customers for which an allowance for doubtful accounts has been established.

Revenue related to products and services provided through Ford Motor Company, or Ford, comprised i 44%, i 62% and i 76% of revenue for fiscal 2020, 2019 and 2018, respectively. Receivables due from Ford were i 39% and i 33% of total accounts receivable at June 30, 2020 and 2019, respectively.

Revenue related to products and services provided through General Motors Holdings and its affiliates, or GM, comprised i 34% and i 20% of revenue for fiscal 2020 and 2019, respectively, and less than i 10% of revenue for fiscal 2018. Receivables due from GM were i 44% and i 15% of total accounts receivable at June 30, 2020 and 2019, respectively.

Accounts receivable due from Xevo, Inc. were i 29% of total accounts receivable at June 30, 2019. No other customer represented 10% or more of our revenue or accounts receivables for any period presented.

Our licensed map, POI and traffic data have been provided principally through HERE North America, LLC, a company owned by a consortium of German automobile manufacturers, or HERE, and TomTom North America, Inc., or TomTom, in fiscal 2020, 2019 and 2018. To date, we are not aware of circumstances that may impair either party’s intent or ability to continue providing such services to us.

Geographical information

Revenue by geographic region is based on the billing address of our customers. i i The following table sets forth revenue and property and equipment by geographic region (in thousands): /

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Fiscal Year Ended June 30,

2020

2019

2018

Revenue

United States

i 175,427

i 157,422

i 169,318

International

i 64,924

i 39,233

i 21,916

Total revenue

i 240,351

i 196,655

i 191,234

June 30,

2020

2019

Property and equipment, net

United States

i 2,519

i 2,679

International

i 1,800

i 2,904

Total property and equipment, net

i 4,319

i 5,583

Restricted cash

As of June 30, 2020 and 2019, we had restricted cash of $ i 1.5 million and $ i 2.0 million, respectively, on our consolidated balance sheets. As of June 30, 2020 and 2019, restricted cash is comprised primarily of prepayments from a customer.

Fair value of financial instruments

The estimated fair market value of financial instruments, including cash, accounts receivable and accounts payable, approximates the carrying values of those instruments due to their relatively short maturities.

We measure certain other financial instruments at fair value on a recurring basis. We have established a hierarchy, which consists of three levels, for disclosure of the inputs used to determine the fair value of our financial instruments.

Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities.

Level 2 valuations are based on inputs that are observable, either directly or indirectly, other than quoted prices included within Level 1. Such inputs used in determining fair value for Level 2 valuations include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 valuations are based on information that is unobservable and significant to the overall fair value measurement.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Computers, software and equipment have useful lives of i three years and automobiles, furniture and fixtures have useful lives of i five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the term of the related lease.

/ i

Long-lived assets

We evaluate our long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value.

Goodwill

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. These tests are based on our operating segment and reporting unit structure.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Subsequent to the completion of our April 1, 2019 annual assessment of our i three reporting units, during which we determined that no impairment was indicated, in May 2019 we entered into substantive discussions with inMarket regarding the sale of certain assets and the assumption of certain liabilities associated with the Ads Business in exchange for an equity interest in inMarket. In June 2019, we considered it more likely than not that a sale would occur, and we concluded that this represented a triggering event that required an interim goodwill impairment assessment. Accordingly, in June 2019, we performed an interim goodwill impairment test for our advertising business segment. In assessing its fair value, we made assumptions regarding our estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, among other factors. Based on the results of this interim goodwill impairment test, the carrying value of our advertising business segment exceeded its estimated fair value and, accordingly, during fiscal 2019 we recognized a $ i 2.6 million impairment of the goodwill associated with our advertising business segment, which is reported as discontinued operations for fiscal 2020 and for all prior comparative periods.

Revenue from our mobile navigation business has been declining substantially over the last few years. During the three months ended March 31, 2018, certain mobile navigation customer contracts were amended and certain other customers indicated their intent with respect to terminating services in the near term. Based upon a qualitative assessment indicating that it was more likely than not that the fair value of the mobile navigation reporting unit was less than its carrying value, we performed an interim goodwill impairment test for our mobile navigation business segment during the three months ended March 31, 2018. In assessing its fair value, we made assumptions regarding our estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, among other factors. Based on the results of our goodwill impairment test, the carrying value of our mobile navigation business segment exceeded its estimated fair value and, accordingly, during fiscal 2018, we recognized a $ i 2.7 million impairment of all of the goodwill associated with our mobile navigation business segment.

As of June 30, 2020, we had goodwill of $ i 14.3 million associated with our automotive segment. See Note 5.

Leases

On July 1, 2019, we adopted ASC 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after July 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting.

We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our historical lease classification, our assessment on whether a contract was or contains a lease, and our initial direct costs for any leases that existed prior to July 1, 2019. We also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.

Upon adoption, we recognized total ROU assets of $ i 11.7 million, with corresponding liabilities of $ i 13.0 million on the consolidated balance sheet. The adoption did not impact our beginning retained earnings, or our prior year consolidated statements of operations and statements of cash flows.

We recognize operating lease ROU assets and operating lease liabilities at the commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments we made and excludes lease incentives and initial direct costs we incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We include operating leases in operating lease right-of-use assets, operating lease liabilities and operating lease liabilities, non-current on our consolidated balance sheets.

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

Stock-based compensation

We account for stock-based employee compensation arrangements under the fair value recognition method, which requires us to measure the stock-based compensation costs of share-based compensation arrangements based on the grant-date fair value, and recognize the costs in the financial statements over the employees’ requisite service period. We recognize compensation expense for the fair value of these awards with time-based vesting on a straight-line basis over the employee’s requisite service period of each of these awards, net of estimated forfeitures.

Equity instruments issued to nonemployees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest.

Income taxes

We utilize the asset and liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount that will more likely than not be realized.

Research and software development costs

We expense research and development costs as incurred. For costs incurred under ASC 985-20, Costs of Software to be Sold, Leased, or Marketed, we typically do not achieve technological feasibility prior to incurring such costs and, as a result, all such costs are expensed as incurred. We account for the costs of computer software we develop for internal use by capitalizing qualifying costs, which are incurred during the application development stage, and amortizing those costs over the application’s estimated useful life, which generally ranges from three to i five years depending on the type of application. We did not capitalize or amortize any software development costs during fiscal 2020, 2019 or 2018.

Advertising expense

Advertising costs are expensed as incurred. Advertising expense was i zero, $ i 334,000 and $ i 131,000 in fiscal 2020, 2019 and 2018, respectively.

Recently adopted accounting pronouncements

In August 2018, the Financial Accounting Standards Board, or FASB, issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, or ASU 2018-15, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. We early adopted ASU 2018-15 on July 1, 2019 on a prospective basis, and it did not have a material impact on our financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) which supersedes the guidance in topic ASC 840, Leases. The new standard, including subsequent amendments, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to previous guidance for operating leases under ASC 840, Leases.

We adopted ASC 842, effective July 1, 2019. We adopted the standard using the modified retrospective transition approach applying the new standard to all leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases that were not previously recorded. For information regarding the impact of ASC 842 adoption, see Leases and Note 6.

Leases

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TELENAV, INC.

Notes to Consolidated Financial Statements—(Continued)

We include operating leases in operating lease right-of-use assets, operating lease liabilities and operating lease liabilities, non-current on our consolidated balance sheets.

Recent accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. This guidance is effective for us on July 1, 2021 with early adoption permitted. We are evaluating the impact of the adoption of this standard on our consolidated financial statements, but we do not expect it to have a material impact.


2.	i Net income (loss) per share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury-stock method.

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The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):



	Fiscal Year Ended June 30,
	2020			2019			2018
Loss from continuing operations	$	i 3,112		$	( i 25,652	)	$	( i 37,430	)
Loss on discontinued operations	( i 4,042		)	( i 6,836		)	( i 3,404		)
Net loss	$	( i 930	)	$	( i 32,488	)	$	( i 40,834	)

Shares used to compute basic income (loss) per share	i 47,868			i 45,577			i 44,498
Dilutive potential common shares
Stock options	i 29			i —			i —
Restricted stock units	i 864			i —			i —
Shares used to compute diluted income per share	i 48,761			i 45,577			i 44,498

Basic income (loss) per share
Income (loss) from continuing operations	$	i 0.07		$	( i 0.56	)	$	( i 0.84	)
Loss on discontinued operations	( i 0.08		)	( i 0.15		)	( i 0.08		)
Net loss	$	( i 0.02	)	$	( i 0.71	)	$	( i 0.92	)
Diluted income (loss) per share
Income (loss) from continuing operations	$	i 0.06		$	( i 0.56	)	$	( i 0.84	)
Loss on discontinued operations	( i 0.08		)	( i 0.15		)	( i 0.08		)
Net loss	$	( i 0.02	)	$	( i 0.71	)	$	( i 0.92	)

The following outstanding shares subject to options and restricted stock units were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect (in thousands):



	Fiscal Year Ended June 30,
	2020	2019	2018
Stock options	i 1,638	i 3,409	i 5,116
Restricted stock units	i 2,476	i 2,637	i 3,068
Total	i 4,114	i 6,046	i 8,184

A total of i 1,300,000 outstanding performance-based restricted stock units, as described further in Note 9, were excluded from the diluted shares calculation above because they are contingently issuable and none of the performance milestones had been met.

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3.	i Cash, cash equivalents and short-term investments

Cash, cash equivalents and short-term investments consisted of the following as of June 30, 2020 (in thousands):

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Cash

i 20,323

—

i 20,323

Cash equivalents:

Money market mutual funds

i 195

—

i 195

Total cash equivalents

i 195

—

i 195

Total cash and cash equivalents

i 20,518

—

i 20,518

Short-term investments:

U.S. treasury securities

i 3,712

i 41

i —

i 3,753

U.S. agency securities

i 5,004

i 54

i —

i 5,058

Asset-backed securities

i 20,392

i 434

i —

i 20,826

Municipal securities

i 9,464

i 78

i —

i 9,542

Corporate bonds

i 50,173

i 963

i —

i 51,136

Total short-term investments

i 88,745

i 1,570

i —

i 90,315

Cash, cash equivalents and short-term investments

i 109,263

i 1,570

i —

i 110,833

Cash, cash equivalents and short-term investments consisted of the following as of June 30, 2019 (in thousands):

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Cash

i 25,987

—

i 25,987

Cash equivalents:

Money market mutual funds

i 790

—

i 790

Commercial paper

i 498

—

i 498

Total cash equivalents

i 1,288

—

i 1,288

Total cash and cash equivalents

i 27,275

—

i 27,275

Short-term investments:

U.S. treasury securities

i 3,570

i 6

( i 4

)

i 3,572

U.S. agency securities

i 3,002

i 9

( i 2

)

i 3,009

Asset-backed securities

i 12,319

i 104

( i 10

)

i 12,413

Municipal securities

i 4,124

i 16

i —

i 4,140

Commercial paper

i 1,986

i —

i 1,986

Corporate bonds

i 45,492

i 269

( i 27

)

i 45,734

Total debt securities

i 70,493

i 404

( i 43

)

i 70,854

Marketable equity securities⁽¹⁾

i 250

i 1,099

i —

i 1,349

Total short-term investments

i 70,743

i 1,503

( i 43

)

i 72,203

Cash, cash equivalents and short-term investments

i 98,018

i 1,503

( i 43

)

i 99,478

⁽¹⁾ Consist of Chess Depository Interests held in an Australian Stock Exchange traded company. Investment was sold subsequent to June 30, 2019.

There were no available-for-sale securities that were in an unrealized loss position as of June 30, 2020.

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The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category, that had been in an unrealized loss position for less than 12 months or a continuous unrealized loss position for 12 months or greater, as of June 30, 2019 (in thousands):

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

i —

i 2,992

( i 5

)

i 2,992

( i 5

)

U.S. agency securities

i —

i 998

( i 1

)

i 998

( i 1

)

Asset-backed securities

i —

i 3,537

( i 11

)

i 3,537

( i 11

)

Municipal securities

i —

Commercial paper

i 493

( i 1

)

i —

i 493

( i 1

)

Corporate bonds

i 4,600

( i 3

)

i 14,615

( i 24

)

i 19,215

( i 27

)

Total

i 5,093

( i 4

)

i 22,142

( i 41

)

i 27,235

( i 45

)

There were i zero securities and i 11 securities in an unrealized loss position for less than 12 months at June 30, 2020 and 2019, respectively, and i zero securities and i 51 securities in an unrealized loss position for 12 months or greater at June 30, 2020 and 2019, respectively.

The following table summarizes the cost and estimated fair value of fixed income securities classified as short-term investments based on stated maturities as of June 30, 2020 (in thousands):



	Amortized Cost		Estimated Fair Value
Due within one year	$	i 36,976	$	i 37,358
Due between one and two years	i 36,748		i 37,635
Due between two and three years	i 15,021		i 15,321
Total	$	i 88,745	$	i 90,314

Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of other income, net. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. As of June 30, 2020 and 2019, we did not consider any of our short-term investments to be other-than-temporarily impaired.


4.	i Fair value of financial instruments

We measure certain financial instruments at fair value on a recurring basis. We have established a hierarchy, which consists of three levels, for disclosure of the inputs used to determine the fair value of our financial instruments.

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All of our cash equivalents and short-term investments are classified within Level 1 or Level 2. i The fair values of these financial instruments were determined using the following inputs at June 30, 2020 (in thousands):

Fair Value Measurements at June 30, 2020 Using

Quoted Prices

in Active

Markets for

Identical

Assets

Significant

Other

Observable

Inputs

Significant

Unobservable

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Description

Cash equivalents:

Money market mutual funds

i 195

i —

Commercial paper

i —

Total cash equivalents

i 195

i —

Short-term investments:

U.S. treasury securities

i 3,753

i —

U.S. agency securities

i 5,058

i —

i 5,058

i —

Asset-backed securities

i 20,826

i —

i 20,826

i —

Municipal securities

i 9,542

i —

i 9,542

i —

Commercial paper

i —

Corporate bonds

i 51,136

i —

i 51,136

i —

Total debt securities

i 90,315

i 3,753

i 86,562

i —

Marketable equity securities

i —

Total short-term investments

i 90,315

i 3,753

i 86,562

i —

Cash equivalents and short-term investments

i 90,510

i 3,948

i 86,562

i —

The fair values of our financial instruments were determined using the following inputs at June 30, 2019 (in thousands):

Fair Value Measurements at June 30, 2019 Using

Quoted Prices

in Active

Markets for

Identical

Assets

Significant

Other

Observable

Inputs

Significant

Unobservable

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Description

Cash equivalents:

Money market mutual funds

i 790

i —

Commercial paper

i 498

i —

i 498

U.S. treasury securities

i —

Total cash equivalents

i 1,288

i 790

i 498

i —

Short-term investments:

U.S. treasury securities

i 3,572

i —

U.S. agency securities

i 3,009

i —

i 3,009

i —

Asset-backed securities

i 12,413

i —

i 12,413

i —

Municipal securities

i 4,140

i —

i 4,140

i —

Commercial paper

i 1,986

i —

i 1,986

i —

Corporate bonds

i 45,734

i —

i 45,734

i —

Total debt securities

i 70,854

i 3,572

i 67,282

i —

Marketable equity securities

i 1,349

i —

Total short-term investments

i 72,203

i 4,921

i 67,282

i —

Cash equivalents and short-term investments

i 73,491

i 5,711

i 67,780

i —

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Accretion of premium, net of discounts, on short-term investments totaled $ i 258,000 and $( i 30,000) in fiscal 2020 and 2019, respectively.

Where applicable, we use quoted prices in active markets for identical assets to determine the fair value of short-term investments. If quoted prices in active markets for identical assets are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. If quoted prices for identical or similar assets are not available, we use third party valuations utilizing underlying assets assumptions.

There were no transfers between Level 1 and Level 2 financial instruments in fiscal 2020 and 2019, respectively.

We did not have any financial liabilities measured at fair value on a recurring basis as of June 30, 2020 or 2019.

Non-marketable equity investments

Our non-marketable equity securities are investments in privately held companies without readily determinable market values.

The carrying value of our non-marketable equity securities is measured at cost and adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that we remeasure are classified within Level 3 in the fair value hierarchy because we estimate the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.

In January 2020, we completed the sale of certain intellectual property and workforce associated with the OpenTerra Platform in exchange for consideration that included a non-marketable equity interest in Grab Holdings, Inc. ordinary shares valued at $ i 6.2 million. See Note 12.

Our net unrealized gains from non-marketable equity securities were i zero, $ i 1.3 million and i zero in fiscal 2020, 2019 and 2018, respectively. Our net unrealized gain of $ i 1.3 million in fiscal 2019 was due to the remeasurement to fair value of non-marketable equity securities upon the adoption of the measurement alternative on July 1, 2018.

The carrying value of our non-marketable equity securities carried at cost and adjusted under the measurement alternative, none of which required remeasurement to fair value, was $ i 6.7 million and $ i 458,000 at June 30, 2020 and 2019, respectively.

Non-marketable equity investments accounted for under the equity method

In August 2019, we completed the disposition of our Ads Business in exchange for a non-marketable equity investment in inMarket Media, LLC, or inMarket, valued at $ i 15.6 million. See Note 11. In assessing the fair value of our investment in inMarket, we made assumptions regarding estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, among other factors.

An investment in a limited liability company such as inMarket that maintains a specific ownership account for each investor is deemed to be similar to an investment in a limited partnership. Accordingly, because we hold more than a 3% to 5% ownership interest in inMarket, we are required to account for our inMarket investment under the equity method of accounting and record our proportionate share of investee earnings each period.

In fiscal 2020, we invested $ i 4.0 million in exchange for Series B preferred units and a warrant to purchase additional preferred units in a privately held limited liability company. The warrant expires on the earlier of (i) July 5, 2021, (ii) acceptance of a purchase offer from another entity, or (iii) an initial public offering of the issuer’s common stock. The exercise price of the warrant is variable depending on the achievement of certain performance conditions by the issuer.

The warrant meets the definition of a derivative financial instrument. Accordingly, we allocated the $ i 4.0 million cost of the investment first to the fair value of the warrant, with the residual allocated to the preferred units. The fair value of the warrant at issuance was determined to be $ i 448,000, with the remaining $ i 3.6 million allocated to the preferred units. In assessing the fair value of the warrant, we utilized a Black-Scholes option pricing model incorporating assumptions regarding probability of achievement of performance conditions, underlying equity value, expected term and risk free rate. The underlying equity used in the option pricing model was determined primarily based on revenue and earnings multiples for comparable companies, among other factors. The warrant is accounted for separately and marked to market each reporting

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period, with any gain or loss reported in other income, net in our consolidated statement of operations. The mark-to-market adjustment at June 30, 2020 was an increase of $ i 265,000. Similar to the inMarket investment, we account for the $ i 3.6 million investment in preferred units under the equity method of accounting because we hold more than a 3% to 5% ownership interest in the investee.

We recognized income of $ i 876,000 related to our proportionate share of investments accounted for under the equity method for fiscal 2020. The carrying value of our non-marketable equity investments accounted for under the equity method was $ i 20.0 million at June 30, 2020. The carrying value of the warrant was $ i 713,000 at June 30, 2020. We did not hold any such investments at June 30, 2019.

Non-marketable debt investments

In fiscal 2020, we invested $ i 1.5 million in the form of a convertible note receivable in a privately held company without a readily determinable market value. The note receivable matures on October 31, 2021 or upon request for payment by a majority of note holders, or otherwise upon a change of control, qualified financing event or event of default involving the privately held company. The note converts to preferred stock or common stock upon certain events as defined, including a qualified preferred stock financing round or a change in control of ownership. Interest accrues annually at i 6.5% and is due in full upon maturity.

In fiscal 2020, we invested a total of $ i 4.0 million in the form of a convertible note receivable in a privately held company without a readily determinable market value. The note receivable matures upon request for payment by a majority of note holders on or after August 23, 2021, or otherwise upon a change of control, qualified financing event or event of default involving the privately held company. The note converts to preferred stock or common stock upon certain events as defined, including a qualified preferred stock financing round or a change in control of ownership. Interest accrues annually at i 6% and is due in full upon maturity.

In fiscal 2020, we also invested $ i 417,000 in the form of a convertible note receivable in a privately held company without a readily determinable market value, pursuant to which we agreed to loan up to a total of $ i 710,000. The note receivable matures on March 24, 2021 and is convertible into equity at our discretion. Interest accrues annually at i 6% and is due in full upon maturity.

The convertible notes are classified as available for sale and are carried at fair value within Level 3, with any unrealized gains and losses, net of tax, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity. Gains and losses are recognized when realized and reported in other income, net in our consolidated statement of operations. We did not have any unrealized or realized gains or losses resulting from convertible notes in fiscal 2020. The carrying value of our non-marketable debt investments was $ i 5.9 million at June 30, 2020. We did not hold any non-marketable debt investments at June 30, 2019.

As of June 30, 2019, we had recorded an unrealized gain of $ i 1.1 million upon the May 2019 initial public offering of stock of a non-marketable equity investee on the Australian Stock Exchange. We reclassified this investment to marketable equity securities as of June 30, 2019.

We did not record any impairment losses during fiscal 2020, 2019 and 2018.


5.	i Leases

We have entered into various non-cancelable office space operating leases with original lease periods expiring between 2020 and 2024. These do not contain material variable rent payments, residual value guarantees, covenants or other restrictions.

Operating lease costs for fiscal 2020 were $ i 3.3 million. The weighted-average remaining term of our operating leases was i 3.0 years and the weighted-average discount rate used to measure the present value of the operating lease liabilities was i 5.0% as of June 30, 2020.

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Maturities of our operating lease liabilities, which do not include short-term leases, as of June 30, 2020 were as follows (in thousands):



Fiscal Year
2021	$	i 2,898
2022	i 2,764
2023	i 2,313
2024	i 619
2025	i —
Thereafter	i —
Total lease payments	i 8,594
Less: imputed interest	( i 616		)
Total operating lease liabilities	$	i 7,978

Cash payments included in the measurement of our operating lease liabilities were $ i 3.7 million for fiscal 2020.

In August 2017, we terminated our sublease with Avaya Inc. for our Santa Clara, California headquarters facility and signed a new direct lease agreement for this same facility that expires in September 2023. We have a one-time option to extend the new facility lease for an additional i three years at the prevailing market rate, as defined in the lease agreement.

In connection with the sublease termination agreement, we recorded the following amounts during fiscal 2018: i) the reversal of $ i 538,000 of deferred rent related to the sublease, with an offsetting credit to rent expense, as amortization of this deferred rent liability was no longer required, and ii) the recognition of $ i 582,000 of tenant improvement allowance related to the sublease, with an offsetting credit to depreciation expense, as amortization of this allowance was no longer required.

6. i Balance sheet information

Cloud computing arrangements

On July 1, 2019, we adopted ASU 2018-15 which requires that we account for certain cloud-based software hosting arrangements as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. We amortize the capitalized development costs on a straight-line basis over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in Prepaid expenses and other current assets and Other assets on our consolidated balance sheets. Capitalized costs and accumulated amortization were $ i 759,000 and $ i 73,000 at June 30, 2020, respectively.

Property and equipment, net

Property and equipment consist of the following (in thousands):



	June 30,
	2020			2019
Computers and equipment	$	i 7,265		$	i 8,185
Computer software	i 3,494			i 2,866
Furniture and fixtures	i 2,160			i 2,041
Automobiles	i 997			i 815
Leasehold improvements	i 5,866			i 5,890
	i 19,782			i 19,797
Less accumulated depreciation and amortization	( i 15,463		)	( i 14,214		)
Property and equipment, net	$	i 4,319		$	i 5,583

Depreciation and amortization expense related to property and equipment was $ i 3.0 million, $ i 2.7 million and $ i 2.3 million for fiscal 2020, 2019 and 2018, respectively.

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Goodwill and intangible assets, net

Intangible assets consist of the following (in thousands):



	June 30,
	2020			2019
Acquired developed technology	$	i 6,775		$	i 13,875
Less accumulated amortization	( i 6,775		)	( i 12,494		)
Intangible assets, net	$	i —		$	i 1,381

In connection with the sale of intellectual property and workforce to Grab in January 2020, we offset the remaining net intangible assets balance of $ i 945,000 associated with the OpenTerra Platform against the consideration received. See Note 12.

Acquired developed technology is amortized on a straight-line basis over the expected useful life. Amortization expense related to intangibles was $ i 436,000, $ i 1.0 million and $ i 1.1 million for fiscal 2020, 2019 and 2018, respectively. As of June 30, 2020, intangible assets were fully amortized.

Goodwill by reportable segment as of June 30, 2020 and 2019 was as follows (in thousands):

June 30,

2019

Allocated to Sale

of Assets

Impairment

June 30,

2020

Automotive

i 14,320

( i 65

)

i —

i 14,255

We allocated $ i 65,000 of goodwill to the intellectual property and workforce sold to Grab in January 2020.

Goodwill impairment

We reported results in i three business segments through June 30, 2019, prior to the sale of our Ads business in August 2019. During fiscal 2019, we recognized a $ i 2.6 million impairment of the goodwill associated with our advertising segment, which amount is reported as discontinued operations in our consolidated statements of operations (see Note 1).

Other assets

Other assets consisted of the following (in thousands):



	June 30,
	2020		2019
Deposits and other assets	$	i 1,225	$	i 956
Non-marketable equity investments	i 6,670		i 458
Warrant to purchase non-marketable equity investment units	i 713		i —
Non-marketable equity investments accounted for under the equity method	i 20,027		i —
Non-marketable debt investments	i 5,917		i —
Total other assets	$	i 34,552	$	i 1,414

Accrued expenses

Accrued expenses consist of the following (in thousands):



	June 30,
	2020		2019
Accrued compensation and benefits	$	i 15,117	$	i 13,288
Accrued royalties	i 9,701		i 21,604
Customer overpayments and related reserves	i 2,666		i 4,291
Other accrued expenses	i 8,726		i 9,716
	$	i 36,210	$	i 48,899

The overpayment from customers and related reserves will either be refunded or be applied to future amounts owed to us.

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7. i Deferred revenue and remaining performance obligations

Deferred revenue

Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition under our contracts with customers and is recognized upon transfer of control. Changes in the balance of total deferred revenue (current and non-current) during fiscal 2020 and 2019 is as follows (in thousands):



Beginning balance, June 30, 2018 (as adjusted)	$	i 74,538
Revenue recognized that was included in beginning balance	( i 22,922		)
Amount billed, net of revenue recognized that was not included in beginning balance	i 83,519
Ending balance, June 30, 2019	$	i 135,135
Revenue recognized that was included in beginning balance	( i 60,831		)
Amount billed, net of revenue recognized that was not included in beginning balance	i 64,639
Ending balance, June 30, 2020	$	i 138,943

The cumulative adjustment as a result of changes in the estimate of the transaction price of customer contracts during fiscal 2020 and 2019 was a net increase in revenue recognized of $ i 493,000 and $ i 1.4 million, respectively. In addition, the amount of revenue recognized in fiscal 2020 and 2019 from performance obligations satisfied or partially satisfied in previous periods was $ i 493,000 and $ i 1.8 million, respectively.

Remaining performance obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods. As of June 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations for our automotive segment was $ i 69.2 million, which is expected to be recognized over a remaining period of approximately i 0.5 to i 6.5 years. This amount excludes the variable consideration that falls under the exemption for usage-based royalties promised in exchange for a license of intellectual property. We have used the practical expedient to not disclose amounts related to the comparative years under ASC 606.

The aggregate amount of transaction price allocated to the remaining performance obligations for our advertising segment and our mobile navigation segment as of June 30, 2020 was not material.

8. i Commitments and contingencies

Guarantees and indemnifications

Our agreements with our customers generally include certain provisions for indemnifying them against liabilities if our products and services infringe a third party’s intellectual property rights or for other specified matters. We have in the past received indemnification requests or notices of their intent to seek indemnification in the future from our customers with respect to specific litigation claims in which our customers have been named as defendants.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a directors and officers insurance policy that limits our potential exposure. We believe that any financial exposure related to these indemnification agreements is not material.

Other contractual commitments

As of June 30, 2020, we had $ i 12.3 million of future minimum non-cancelable financial commitments primarily related to license fees due to certain of our third-party content providers, regardless of usage level. These commitments are primarily due within i five years.

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Contingencies

From time to time, we may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. When we believe a loss or a cost of indemnification is probable and which we can reasonably estimate, we accrue our estimate of the loss or cost of indemnification in our consolidated financial statements. Where we cannot determine the outcome of these matters, we do not make a provision in our financial statements until the loss or cost of indemnification, if any, is probable and can be reasonably estimated or the outcome becomes known. We expense legal fees related to these matters as they are incurred.

In addition, we have received, and expect to continue to receive, demands for indemnification from our customers, which demands can be very expensive to settle or defend, and we have in the past offered to contribute to settlement amounts and incurred legal fees in connection with certain of these indemnity demands. Furthermore, in response to these demands, we may be required to assume control of and bear all costs associated with the defense of our customers in compliance with our contractual commitments.

In fiscal 2019, we expensed an aggregate of $ i 700,000 relating to settlement agreements with Traxcell Technologies, LLC and AT&T Mobility LLC, which amount was recorded as legal settlement and contingencies expense in our consolidated statement of operations.

In fiscal 2018, we incurred $ i 250,000 related to a settlement agreement with Location Based Services LLC and recorded this amount as legal settlement and contingencies expense in our consolidated statement of operations.

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9. i Stockholders’ equity

Undesignated preferred stock

We are authorized to issue i 50,000,000 shares of undesignated preferred stock, par value $ i 0.001 per share. The undesignated preferred stock may be issued from time to time at the discretion of our board of directors. As of June 30, 2020 and 2019, i no shares of undesignated preferred stock were issued or outstanding.

Common stock

We are authorized to issue i 600,000,000 shares of $ i 0.001 par value stock. The holders of each share of common stock have the right to i one vote.

Stock repurchase program

In February 2019, our board of directors authorized a program for the repurchase of up to $ i 20.0 million of our shares of common stock through open market purchases. The program expired on August 4, 2020. The timing and amount of repurchase transactions under this program depended on market conditions, cash flow and other considerations. Under this program, we utilized $ i 9.4 million of cash to repurchase i 1,692,207 shares of our common stock at an average purchase price of $ i 5.53 per share during fiscal 2020. We utilized $ i 1.3 million of cash to repurchase i 221,333 shares of our common stock at an average purchase price of $ i 5.89 per share during fiscal 2019. As of June 30, 2020, the remaining authorized amount of stock repurchases that may be made under this repurchase program was $ i 9.3 million.

Repurchased shares are retired and designated as authorized but unissued shares. We use the par value method of accounting for our stock repurchases. Under the par value method, common stock is first charged with the par value of the shares involved. The excess of the cost of shares acquired over the par value is allocated to additional paid-in capital, or APIC, based on an estimated average sales price per issued share with the excess amounts charged to retained earnings. As a result of our stock repurchases during fiscal 2020, we reduced common stock and APIC by an aggregate of $ i 5.8 million and charged $ i 3.6 million to retained earnings.

Stock plans

Our equity incentive plans provide for granting stock options and restricted stock units, or RSUs, to eligible employees, directors and consultants. Stock options generally vest over a four-year period beginning from the date of grant and generally expire i 10 years from the date of grant. RSUs granted to new employees generally vest annually over a four-year period beginning from the date of grant. However, RSUs granted during employment for retention purposes may also vest quarterly over a three-year period beginning from the date of grant. In addition, we offer an employee stock purchase plan, or ESPP, to eligible employees.

Shares available for grant

On July 1, 2019, pursuant to the annual increase provisions of our 2009 Equity Incentive Plan, or the 2009 Plan, the number of shares available for grant under this plan increased by i 1,666,666 shares. This was the last annual increase in the shares reserved for issuance under our 2009 Plan, and the plan expired in October 2019 as to new awards. In September 2019, our board of directors also terminated the 2011 Stock Option and Grant Plan, or the 2011 Plan. In November 2019, our stockholders approved the 2019 Equity Incentive Plan, or the 2019 Plan, pursuant to which i 5,700,000 shares were initially reserved for future grants and up to an additional i 5,800,000 shares are reserved to the extent shares subject to grants under the 2009 Plan were outstanding as of November 20, 2019 but later expire or otherwise terminate without having been exercised in full (in which case the shares subject to such grants will be returned to the 2019 Plan and available for future issuance). The 2019 Plan became effective on November 20, 2019 and will automatically terminate i 10 years from its date of adoption by our board of directors. In connection with the adoption of the 2019 Plan, a total of approximately i 5,342,000 shares expired which had been previously available but unissued under the 2009 Plan and 2011 Plan.

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Table of Contents

A summary of our shares available for grant activity is as follows (in thousands):



	Number of Shares
Shares available for grant as of June 30, 2019	i 4,472
Annual share increase authorized under 2009 Plan	i 1,667
Granted	( i 1,681	)
RSUs withheld for taxes in net share settlements	i 251
Canceled	i 633
Expired under 2009 and 2011 Plans	( i 5,342	)
Shares available under 2009 and 2011 Plans upon termination on November 20, 2019	i —
Initial shares authorized under 2019 Plan on November 20, 2019	i 5,700
Shares added from 5,800,000 reserved share pool available⁽¹⁾	i 613
Granted	( i 1,068	)
RSUs withheld for taxes in net share settlements	i 35
Shares available for grant as of June 30, 2020	i 5,280
⁽¹⁾ Additional shares are available up to a maximum of 5,800,000 shares only to the extent shares subject to grants under the 2009 Plan were outstanding as of November 20, 2019 but later expire or otherwise terminate without having been exercised in full.

/ i

A summary of our stock option activity is as follows (in thousands except per share and contractual life amounts):

Number of

Weighted

average

exercise price

per share

Weighted

average

remaining

contractual

life (years)

Aggregate

intrinsic value

Options outstanding as of June 30, 2019

i 3,409

i 6.49

Granted

i 55

i 4.92

Exercised

( i 1,351

)

i 6.27

Canceled or expired

( i 475

)

i 6.78

Options outstanding as of June 30, 2020

i 1,638

i 6.55

i 5.17

i 209

As of June 30, 2020:

Options vested and expected to vest

i 1,620

i 6.56

i 5.14

i 201

Options exercisable

i 1,432

i 6.74

i 4.79

i 128

During fiscal 2020, 2019 and 2018, the total cash received from the exercise of stock options was $ i 8.4 million, $ i 8.9 million and $ i 681,000, respectively, and the total intrinsic value of stock options exercised was $ i 5.3 million, $ i 1.1 million and $ i 227,000, respectively.

A summary of our RSU activity is as follows (in thousands except contractual life amounts):



	Number of Shares		Weighted average remaining contractual life (years)	Aggregate intrinsic value
RSUs outstanding as of June 30, 2019	i 2,637
Granted	i 1,633
Vested	( i 1,057	)
Canceled	( i 737	)
RSUs outstanding as of June 30, 2020	i 2,476		i 1.39	$	i 13,595
As of June 30, 2020:
RSUs expected to vest	i 2,175		i 1.29	$	i 11,938

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Performance-based RSUs

In February 2020, the Compensation Committee of our board of directors (the “Compensation Committee”) approved the grant under our 2019 Equity Incentive Plan of performance-based RSUs covering a target of i 500,000 shares of common stock under individual grants to certain of our executive officers, which we refer to as the 2020 PSU Awards. The 2020 PSU Awards are subject to i four performance milestones, each requiring achievement of a specified trailing average closing stock price of our common stock for a i 30-trading day period on or before the three-year anniversary of the 2020 PSU Awards’ grant date. In the event our board of directors approves entering a transaction which, if consummated, would constitute a change in control of the Company, the performance milestones are increased with respect to shares not already eligible to vest under the 2020 PSU Award, and the performance period is extended to the four-year anniversary of the 2020 PSU Awards’ grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the 2020 PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then the shares that became eligible to vest will vest in four ( i 4) equal quarterly installments as of the ensuing March 10, June 10, September 10 and December 10 following the date of certification of the date the performance milestone was achieved, in each case subject to the respective executive’s continued service with the Company through the applicable vesting date. Vesting under the 2020 PSU Award may be accelerated under certain conditions involving a change in control of our Company, including as provided under respective change in control agreements entered between us and the executive. The maximum number of shares subject to the 2020 PSU Award that may vest is i 500,000. i No shares had vested as of June 30, 2020 under the 2020 PSU Awards.

In September 2019, the Compensation Committee approved the grant under our 2009 Equity Incentive Plan of performance-based RSUs covering a target of i 560,000 shares of common stock under individual grants to several of our executive officers, which we refer to as the 2019 PSU Awards. The 2019 PSU Awards are subject to i four performance milestones, each requiring achievement of a specified trailing average closing stock price of our common stock for a i 30 trading day period on or before the three-year anniversary of the 2019 PSU Awards’ grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the 2019 PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then one half of the shares that became eligible to vest under the 2019 PSU Award upon achievement of that stock price performance milestone will vest on the later of November 1, 2020, or the date that the Compensation Committee certifies achievement of the milestone, and the remaining one half of the shares that became eligible to vest will vest on the one-year anniversary of the date the performance milestone was achieved, in each case subject to the respective executive’s continued service with the Company through the applicable vesting date. The 2019 PSU Award milestones are subject to change upon a change in control, as defined in the agreement. The maximum number of shares subject to the 2019 PSU Award that may vest is i 560,000. i No shares had vested as of June 30, 2020 under the 2019 PSU Awards.

In October 2018, the Compensation Committee approved the grant under our 2009 Equity Incentive Plan of performance-based RSUs covering a target of i 240,000 shares of common stock to Dr. HP Jin, our CEO, which we refer to as the CEO PSU Award. The CEO PSU Award is subject to i four performance milestones, each requiring achievement of a specified trailing average closing stock price of our common stock for a i 30 trading day period on or before the three-year anniversary of the CEO PSU Award’s grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the CEO PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then one half of the shares that became eligible to vest under the CEO PSU Award upon achievement of that stock price performance milestone will vest on the later of November 1, 2019, or the date that the Compensation Committee certifies achievement of the milestone, and the remaining one half of the shares that became eligible to vest will vest on the one-year anniversary of the date the performance milestone was achieved, in each case subject to Dr. Jin’s continued service with the Company through the applicable vesting date. The CEO PSU Award milestones are subject to change upon a change in control, as defined in the agreement. The maximum number of shares subject to the CEO PSU Award that may vest is i 240,000. i No shares had vested as of June 30, 2020 under the CEO PSU Award.

Since achievement of the awards is dependent on a market condition, stock-based compensation expense associated with these awards is recognized regardless of whether the market condition is satisfied, provided that the requisite service period has been met. We utilized the Monte Carlo valuation method to determine the fair value and derived service periods of each of the stock price performance milestones. Total stock-based compensation expense associated with all PSU Awards, included in the stock-based compensation expense table below, was $ i 2.0 million for fiscal 2020, and was not material for all prior periods presented.

As of June 30, 2020, no performance-based RSU awards had been earned or canceled, and i 1,300,000 shares subject to performance-based RSU awards remained outstanding.

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Employee Stock Purchase Plan

In November 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, or ESPP, which became effective on November 20, 2019. A total of i 2,500,000 shares were authorized for issuance to participating employees upon adoption of the ESPP. The ESPP provides for i 12-month offering periods beginning March 1 and September 1 of each year, and each offering period will consist of i two six-month purchase periods. The initial offering period commenced on March 1, 2020 and will end on March 1, 2021. On each purchase date, eligible employees will purchase the shares at a price per share equal to i 85% of the lesser of (i) the fair market value of our stock on the enrollment date of the offering period or (ii) the fair market value of our stock on the exercise date.

Stock-based compensation expense

The following table summarizes total stock-based compensation expense included in our consolidated statements of operations (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Cost of revenue

i 60

i 77

i 108

Research and development

i 4,766

i 4,633

i 5,263

Sales and marketing

i 971

i 681

i 872

General and administrative

i 2,237

i 2,013

i 2,525

Total stock-based compensation expense

i 8,034

i 7,404

i 8,768

/ i

The following table summarizes total stock-based compensation expense recorded for stock options and RSUs issued to employees and nonemployees (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Stock option awards

i 805

i 1,578

i 2,053

RSU awards

i 6,710

i 5,826

i 6,717

ESPP

i 519

i —

Total stock-based compensation expense

i 8,034

i 7,404

i 8,768

We generally use the Black-Scholes option-pricing model to determine the fair value of stock option awards. The determination of the fair value of stock option awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The weighted average assumptions used to value stock options granted and the resulting weighted average grant date fair value per share were as follows:

Fiscal Year Ended June 30,

2020

2019

2018

Expected volatility

i 48

i 39

i 42

Expected term (in years)

i 5.65

i 6.87

i 4.75

Risk-free interest rate

i 1.58

i 2.99

i 2.00

Dividend yield

i —

Weighted average grant date fair value per share

i 2.27

i 2.32

i 2.14

We recognize the estimated stock-based compensation expense of RSUs, net of estimated forfeitures, over the vesting term. The estimated stock-based compensation cost is based on the fair value of our common stock on the date of grant.

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The weighted average assumptions used to value ESPP purchase rights during the initial offering period beginning March 1, 2020 were as follows:



Expected volatility	i 93	%
Expected term (in years)	i 0.75
Risk-free interest rate	i 0.92	%
Dividend yield	i —

At June 30, 2020, the total unrecognized stock-based compensation expense related to employee options was $ i 375,000, net of estimated forfeitures, and will be amortized over a weighted average period of i 1.87 years. The total fair value of stock options that vested during fiscal 2020, 2019 and 2018 was $ i 1.1 million, $ i 3.7 million and $ i 2.4 million, respectively. At June 30, 2020, the total unrecognized stock-based compensation expense related to RSUs was $ i 8.7 million, net of estimated forfeitures, and will be amortized over a weighted average period of i 2.48 years. The total fair value of RSUs that vested during fiscal 2020, 2019 and 2018 was $ i 6.3 million, $ i 6.0 million and $ i 7.0 million, respectively.

At June 30, 2020, the total unrecognized stock-based compensation expense related to our ESPP was $ i 1.1 million and will be amortized over a weighted average period of i 0.42 years.

Shares reserved for future issuance

Common stock reserved for future issuance as of June 30, 2020 was as follows (in thousands):




Stock options outstanding		i 1,638
RSUs outstanding		i 2,476
Available for future grants		i 5,280
Total common shares reserved for future issuance		i 9,394


10.	i Income taxes

The domestic and foreign components of income (loss) before provision for income taxes were as follows (in thousands):



	Fiscal Year Ended June 30,
	2020			2019			2018
United States	$	( i 1,667	)	$	( i 28,834	)	$	( i 39,278	)
Foreign	i 5,239			i 4,558			i 2,860
Income (loss) from continuing operations before provision for income taxes	i 3,572			( i 24,276		)	( i 36,418		)
Equity in net income of equity method investees	i 876			i —			i —
Loss on discontinued operations before provision for income taxes	( i 4,042		)	( i 6,929		)	( i 3,404		)
Total income (loss) before provision for income taxes	$	i 406		$	( i 31,205	)	$	( i 39,822	)

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The provision for income taxes for continuing operations consists of the following (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Current income taxes:

Federal

i —

State

i 40

i 14

i 32

Foreign

i 2,047

i 1,598

i 1,048

Total current income taxes

i 2,087

i 1,612

i 1,080

Deferred income taxes:

Federal

i —

i 17

i —

State

i —

Foreign

( i 751

)

( i 253

)

( i 68

)

Total deferred income taxes

( i 751

)

( i 236

)

( i 68

)

Total provision for income taxes

i 1,336

i 1,376

i 1,012

/ i

The provision (benefit) for income taxes for continuing operations differs from the amount computed by applying the statutory federal income tax rate as follows (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Tax at federal statutory tax rate

i 85

( i 5,098

)

( i 11,150

)

State taxes—net of federal benefit

i 40

i 15

i 32

Non-deductible expenses

i 157

i 110

i 88

Goodwill impairment

i —

i 537

i 746

Foreign withholding taxes

i 486

i 340

i 527

Foreign income taxed at different rates

( i 289

)

( i 66

)

( i 309

)

Stock-based compensation expense

( i 87

)

i 1,002

i 653

Tax exempt income

( i 73

)

( i 94

)

( i 136

)

Change in valuation allowance

i 239

i 4,068

( i 8,396

)

One-time transition tax

i —

i 44

Remeasurement of deferred tax assets and liabilities

i —

i 18,900

FIN 48

i —

i 114

i 15

GILTI inclusion

i 778

i 451

i —

Other

i —

( i 3

)

( i 2

)

Total provision for income taxes

i 1,336

i 1,376

i 1,012

Our provision for income taxes for continuing operations was $ i 1.3 million in fiscal 2020 compared to $ i 1.4 million in fiscal 2019. Our effective tax rate was i 30% of income from continuing operations in fiscal 2020 compared to an effective tax rate of i 6% of loss from continuing operations in fiscal 2019. Our effective tax rates in fiscal 2020, 2019 and 2018 were attributable primarily to foreign withholding taxes and income taxes in certain foreign jurisdictions.

Our effective tax rate of i 30% of income from continuing operations in fiscal 2020 was greater than tax expense computed at the U.S. federal statutory income tax rate due primarily to the mix of foreign income and US losses, for which no tax benefit will be recognized on US losses since they are not more likely than not to be realized due to the lack of current and future income and the inability to carry back losses, and foreign withholding taxes for which no tax benefit will be recognized as a credit due to the lack of US income. Our effective tax rate of i 6% of loss from continuing operations in fiscal 2019 was lower than the tax benefit computed at the U.S. federal statutory income tax rate due primarily to the mix of foreign income and US losses, for which no tax benefit will be recognized on US losses since they are not more likely than not to be realized due to the

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lack of current and future income and the inability to carry back losses, and foreign withholding taxes for which no tax benefit will be recognized as a credit due to the lack of US income

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. i Significant components of our net deferred tax assets were as follows (in thousands):



	June 30,
	2020			2019
Deferred tax assets:
Federal, state and foreign net operating losses	$	i 38,569		$	i 57,809
Federal and state tax credits	i 15,861			i 14,104
Stock-based compensation	i 2,442			i 2,885
Accrued expenses and reserves	i 24,973			i 13,659
Capitalized expense	i —			i 34
Unrealized losses	i 282			i 481
Property and equipment	i 37			i 43
Operating lease liabilities	i 1,437			i —
Acquired intangible assets	i 953			i 768
Total deferred tax assets	i 84,554			i 89,783
Deferred tax liabilities:
Property and equipment	( i 66		)	( i 79		)
Capitalized software	( i 17,579		)	( i 17,848		)
Deferred revenue	( i 14,777		)	( i 22,486		)
Unrealized gains	( i 25		)	( i 236		)
Operating lease right-of-use assets	( i 1,196		)	i —
Investments	( i 2,617		)	i —
Total deferred tax liabilities:	( i 36,260		)	( i 40,649		)
Deferred tax assets, net of liabilities:	i 48,294			i 49,134
Valuation allowance — worldwide	( i 46,804		)	( i 48,370		)
Net deferred tax assets	$	i 1,490		$	i 764

All available evidence, both positive and negative, was considered to determine whether, based upon the weight of the evidence, a valuation allowance for deferred tax assets is needed. As of June 30, 2020, we recognized deferred tax assets of $ i 1.5 million from foreign jurisdictions and a deferred tax liability of $ i 25,000 from a foreign jurisdiction, for net deferred tax assets of $ i 1.5 million.

Due to operating losses in previous years and continued earnings volatility, we maintain a valuation allowance on the majority of our deferred tax assets, net of liabilities, since the assets are not more likely than not to be realized based upon our assessment of all positive and negative evidence. Realization of deferred tax assets is dependent upon future taxable earnings and losses, the timing of which is uncertain. Due to losses in previous years and potentially future years in the U.S., we maintained a full valuation allowance on deferred tax assets in the U.S. Due to operating losses in previous years and expected losses in future years, we continued to maintain a full valuation allowance for our foreign deferred tax assets in the United Kingdom. Our valuation allowance increased (decreased) from the prior year by approximately $( i 1.6) million, $( i 19.3) million, and $ i 13.9 million in fiscal 2020, 2019 and 2018, respectively.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (NOL) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of losses and previous carrybacks, we will not receive any tax benefit from the NOL carryback provisions of the CARES Act.

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We provide for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries' earnings are permanently reinvested outside the U.S. As of June 30, 2020, the cumulative amount of earnings upon which U.S. income taxes have not been provided was approximately $ i 5.0 million. The net unrecognized deferred tax liability for these earnings was $ i 229,000, which is primarily due to withholding taxes imposed if the dividend was distributed.

As of June 30, 2020, we had federal and California net operating loss carryforwards for income tax purposes of $ i 167.8 million and $ i 11.1 million, respectively. Federal loss carryforwards of $ i 33.2 million will begin to expire in fiscal 2029, while $ i 134.5 million of federal loss carryforwards can be carried forward indefinitely. Loss carryforwards have begun to expire for California purposes. In addition, we had federal and California research and development tax credit carryforwards of $ i 8.1 million and $ i 12.9 million, respectively, as of June 30, 2020. The federal research credits will begin to expire in fiscal 2023 and the California research credits can be carried forward indefinitely. The loss carryforwards and certain credits are subject to annual limitation under Internal Revenue Code Section 382.

As of June 30, 2020, we also had foreign net operating loss carryforwards of $ i 2.7 million, which can be carried forward indefinitely. Due to uncertainty regarding our ability to utilize the foreign net operating loss carryforwards in certain jurisdictions, we have placed a valuation allowance of $ i 0.4 million on these deferred tax assets.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):

Fiscal Year Ended June 30,

2020

2019

2018

Unrecognized tax benefit—beginning of period

i 4,600

i 3,820

i 3,035

Increase in tax positions taken during the current period

i 753

i 825

i 785

Increase in tax positions taken during the prior period

i —

i 181

i —

Decrease in tax positions taken during the prior period

i —

( i 128

)

i —

Decrease in tax positions due to settlements

i —

( i 98

)

i —

Lapse of statute of limitations

i —

Unrecognized tax benefit—end of period

i 5,353

i 4,600

i 3,820

At June 30, 2020, 2019 and 2018, there was $ i 0.1 million of unrecognized tax benefits that if recognized would affect the annual effective tax rate.

We file income tax returns in the U.S. with the IRS, California, various states, and foreign tax jurisdictions in which we have subsidiaries. The statute of limitations remains open from fiscal 2017 for federal tax purposes, from fiscal 2016 in state jurisdictions, and from fiscal 2015 in foreign jurisdictions. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

We believe it is reasonably possible that the gross unrecognized tax benefits as of June 30, 2020 will not decrease (whether by payment, release, or a combination of both) by a material amount in the next 12 months. We recognize interest and penalties related to unrecognized tax positions as part of our provision for federal, state and foreign income taxes. During fiscal 2020, 2019 and 2018, we recognized approximately i zero, i zero and $ i 15,000 in interest and penalties. We had accrued i zero for the payment of interest and penalties at June 30, 2020 and 2019.


11.	i Sale of Ads Business

On August 16, 2019, we completed the disposition of our Ads Business to inMarket, which we refer to as the inMarket Transaction. In consideration, inMarket issued to us limited liability company units of inMarket representing a i 14.5%-member interest in inMarket at the time of the closing of the inMarket Transaction. We also received a perpetual, non-exclusive, irrevocable, royalty-free license under software and other intellectual property rights being assigned to inMarket as part of the inMarket Transaction, as set forth in the Asset Purchase Agreement, dated August 8, 2019, by and among Telenav, Thinknear, Inc., a wholly owned subsidiary of Telenav, and inMarket, as amended. Pursuant to the terms of a Transition Services Agreement, we also agreed to provide inMarket with transition services for a period of time generally not to exceed eight months following the closing of the inMarket Transaction.

The historical financial results attributable to the Ads Business are presented as discontinued operations in our consolidated statements of operations for all periods presented. The carrying amounts of assets and liabilities included as part of discontinued operations have been classified as assets of discontinued operations and liabilities of discontinued operations, respectively, in our consolidated balance sheet at June 30, 2019.

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Reconciliations of the carrying amounts of major classes of assets and liabilities included as part of discontinued operations to the amounts presented separately in our June 30, 2019 consolidated balance sheet are presented in the following table:



	June 30, 2019
Assets
Accounts receivable	$	i 6,011
Prepaid and other current assets	i 319
Assets of discontinued operations	$	i 6,330

Property and equipment, net	$	i 72
Operating lease right-of-use assets	i —
Deferred income taxes, non-current	( i 59		)
Goodwill and intangible assets, net	i 11,786
Other assets	i 395
Assets of discontinued operations, non-current	$	i 12,194

Liabilities
Accounts payable	$	i 974
Accrued expenses	i 2,399
Operating lease liabilities	i —
Liabilities of discontinued operations	$	i 3,373

Deferred rent, non-current	$	i 30
Operating lease liabilities, non-current	i —
Liabilities of discontinued operations, non-current	$	i 30

Reconciliations of the major line items comprising loss from operations of the Ads Business included as part of discontinued operations to the amounts presented separately in our statements of operations for the year ended June 30, 2020, 2019 and 2018 are presented in the following tables:

Year Ended June 30,

2020

2019

2018

Revenue - services

i 3,614

i 24,241

i 27,229

Cost of revenue - services

i 1,335

i 11,526

i 13,341

Gross profit

i 2,279

i 12,715

i 13,888

Operating expenses:

Research and development

i 697

i 5,350

i 5,700

Sales and marketing

i 750

i 11,738

i 11,592

General and administrative

i —

Goodwill impairment

i —

i 2,556

i —

Total operating expenses

i 1,447

i 19,644

i 17,292

Provision for (benefit from) income taxes

i —

( i 93

)

i —

Income (loss) from operations of Ads Business

i 832

( i 6,836

)

( i 3,404

)

Our i 14.5% member interest in inMarket was valued at $ i 15.6 million at the closing of the inMarket Transaction and is recorded in other assets on our consolidated balance sheet at March 31, 2020 (see Note 4). Our loss from the sale of the Ads Business of $ i 4.9 million included $ i 1.9 million comprising severance for Ads Business employees who were not offered employment with inMarket and acceleration of stock-based awards vesting for certain Ads Business executives who were not offered employment with inMarket, and $ i 363,000 comprising legal fees and third-party consulting fees associated with the inMarket Transaction.

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12.	i Sale of intellectual property and workforce

In August 2019, we entered into certain agreements with affiliates of Grab, including: (i) a services agreement pursuant to which we agreed to provide certain services to Grab through certain of our employees designated to work on our OpenTerra Platform; (ii) a license agreement pursuant to which we granted to Grab a perpetual license to certain intellectual property associated with the OpenTerra Platform; and (iii) an asset purchase agreement pursuant to which we sold certain intellectual property associated with the OpenTerra Platform to Grab and facilitated offers for employment or consulting arrangements by Grab of certain of our OpenTerra employees.

In January 2020, Grab completed the acquisition of assets pursuant to which we sold certain intellectual property associated with the OpenTerra Platform to Grab and facilitated the making of offers for employment or consulting arrangements by Grab to certain of our OpenTerra employees in exchange for a non-marketable equity interest in Grab Holdings, Inc. ordinary shares. We also received a perpetual, royalty-free license under the OpenTerra intellectual property rights assigned to Grab. Grab’s acquired workforce consisted of i 59 of our employees.

Total consideration including cash, as well as equity compensation received upon sale of the assets, was allocated between the license and services (subject to ASC 606), and the assets (not within the scope of ASC 606) based on standalone selling prices. The standalone selling price for the rights acquired under the asset purchase agreement was estimated based on comparing the rights transferred under the perpetual license as compared to the incremental rights transferred under the asset purchase agreement if such incremental rights were transferred separately in similar circumstances and to similar customers. The value of the equity compensation was based on the most recently available valuation information and is subject to variability. To determine the fair market value of these ordinary shares, we used all information reasonably available from Grab Holdings, Inc. regarding the assessment of its board of directors of the fair market value of the ordinary shares, including the limited number of arms’ length sales of Grab Holdings, Inc.’s ordinary shares and a review of financial statements provided by Grab Holdings, Inc. Because there is no public trading market for Grab Holdings, Inc.’s ordinary shares and because Grab does not prepare its financial statements in accordance with GAAP or file its financial statements with the SEC or another securities regulatory body, we relied on the most current information available to assess the fair market value of Grab Holdings, Inc.’s ordinary shares. We determined the value of the perpetual license received under the OpenTerra intellectual property rights assigned to Grab based upon the discounted estimated future cash flows to be received associated with the license.

We recorded a $ i 6.2 million non-marketable equity investment in Grab Holdings, Inc. (see Note 4) and an $ i 800,000 capitalized software asset representing the perpetual license received, and we recognized a gain on the sale of $ i 45,000. The non-marketable equity investment and capitalized software are recorded in Other assets and Property and equipment net, respectively, on our consolidated balance sheet, and the gain on sale is recorded as other income in our consolidated statement of operations.

13. i Employee savings and retirement plan

We sponsor a defined contribution plan under Internal Revenue Code Section 401(k), or the 401(k) Plan. Most of our U.S. employees are eligible to participate following the start of their employment. Employees may contribute up to the lesser of i 100% of their current compensation to the 401(k) Plan or an amount up to a statutorily prescribed annual limit. We pay the direct expenses of the 401(k) Plan and beginning in July 2006, we began to match employee contributions up to i 4% of an employee’s salary, limited to a maximum annual contribution of $ i 8,000 per employee. Contributions made by us are subject to certain vesting provisions. We made matching contributions and recorded expense of $ i 1.2 million, $ i 1.1 million and $ i 1.3 million for fiscal 2020, 2019 and 2018, respectively.

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14. i Quarterly financial data (unaudited)

Summarized quarterly financial information for fiscal 2019 and 2020 is as follows (in thousands, except per share data):

Three Months Ended

Consolidated statements of

operations data

(unaudited)

Revenue

i 46,252

i 50,160

i 48,540

i 51,703

i 66,629

i 73,875

i 64,496

i 35,351

Gross profit

i 18,710

i 21,254

i 21,091

i 22,451

i 29,778

i 40,153

i 28,973

i 15,016

Income (loss) from continuing operations

( i 6,085

)

( i 4,118

)

( i 5,534

)

( i 9,915

)

i 32

i 13,062

( i 733

)

( i 9,249

)

Loss on discontinued operations

( i 1,485

)

( i 463

)

( i 1,947

)

( i 2,941

)

( i 3,986

)

( i 56

)

i —

Net income (loss)

( i 7,570

)

( i 4,581

)

( i 7,481

)

( i 12,856

)

( i 3,954

)

i 13,006

( i 733

)

( i 9,249

)

Basic income (loss) per share:

Income (loss) from continuing operations

( i 0.14

)

( i 0.09

)

( i 0.12

)

( i 0.21

)

i 0.00

i 0.27

( i 0.02

)

( i 0.20

)

Loss on discontinued operations

( i 0.03

)

( i 0.01

)

( i 0.04

)

( i 0.06

)

( i 0.08

)

i —

Net income (loss)

( i 0.17

)

( i 0.10

)

( i 0.16

)

( i 0.28

)

( i 0.08

)

i 0.27

( i 0.02

)

( i 0.20

)

Diluted income (loss) per share:

Income (loss) from continuing operations

( i 0.14

)

( i 0.09

)

( i 0.12

)

( i 0.21

)

i 0.00

i 0.27

( i 0.02

)

( i 0.20

)

Loss on discontinued operations

( i 0.03

)

( i 0.01

)

( i 0.04

)

( i 0.06

)

( i 0.08

)

i —

Net income (loss)

( i 0.17

)

( i 0.10

)

( i 0.16

)

( i 0.28

)

( i 0.08

)

i 0.27

( i 0.02

)

( i 0.20

)

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Beginning

Balance

Chargeback Additions

Chargeback Reductions

Ending

Balance

Trade Receivable Allowances:

Year Ended June 30, 2018

i 75

i 162

( i 220

)

i 17

Year Ended June 30, 2019

i 17

i 93

( i 103

)

i 7

Year Ended June 30, 2020

i 7

i 59

( i 61

)

i 5

Beginning

Balance

Additions

Reductions

Ending

Balance

Valuation Allowance for Deferred Tax Assets:

Year Ended June 30, 2018

i 53,760

i 13,959

( i 16

)

i 67,703

Year Ended June 30, 2019

i 67,703

i 828

( i 20,161

)

i 48,370

Year Ended June 30, 2020

i 48,370

i 1,036

( i 2,602

)

i 46,804

F-40

This ‘10-K’ Filing	Date	Other Filings

	12/31/33
	6/30/31
	12/31/29
	12/31/26
	10/31/21
	8/23/21
	7/5/21
	7/1/21
	6/30/21
	3/24/21
	3/1/21	15-12B
	1/1/21
	12/31/20	10-Q, CORRESP, PRER14A
	11/1/20
Filed as of:	8/21/20
Filed on:	8/20/20
	8/4/20
	7/31/20	S-3
For Period end:	6/30/20	10-K/A
	6/16/20
	4/11/20
	4/1/20
	3/31/20	10-Q
	3/27/20
	3/1/20
	1/31/20	8-K
	1/7/20
	1/1/20
	12/31/19	10-Q, NT 10-Q
	11/20/19	4, 8-K, DEF 14A
	11/1/19
	9/30/19	10-Q, 10-Q/A
	9/5/19	4, 8-K, CORRESP
	8/16/19	8-K
	8/8/19	8-K
	7/1/19	3, 4, 8-K
	6/30/19	10-K
	4/1/19
	3/31/19	10-Q
	2/7/19	10-Q, 8-K
	12/31/18	10-Q
	9/30/18	10-Q
	7/1/18
	6/30/18	10-K
	5/25/18
	3/31/18	10-Q
	1/1/18
	12/31/17	10-Q
	12/14/17
	9/30/17	10-Q
	6/30/17	10-K
	3/31/17	10-Q
	2/1/17	3
	6/30/16	10-K, DEF 14A
	7/1/15	4
	6/1/15	4
	2/13/15	4, SC 13G
	7/4/14
	6/13/14
	4/15/10
	10/21/05
	12/1/02
		List all Filings

Large accelerated filer

i Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company