Summary of business and significant accounting policies | Summary of business and significant accounting policies Description of business Telenav, Inc., also referred to in this report as “Telenav,” the “Company,” “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 year ended June 30, 2020 as “fiscal 2020” and the fiscal year ending June 30, 2021 as “fiscal 2021.” Commencing July 1, 2019, we operate in a single segment, automotive. Through June 30, 2019, we operated in three segments - automotive, advertising and mobile navigation. In August 2019, we completed the disposition 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 the three and six months ended December 31, 2020 and 2019 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 combine the mobile navigation business with the automotive business in a single segment. Proposed merger On November 2, 2020, we entered into an Agreement and Plan of Merger (as amended on December 17, 2020, and as it may be further amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) with V99, Inc., a Delaware corporation led by H.P. Jin, President, Co-Founder, Chair of the Board of Directors, President and Chief Executive Officer of Telenav, and Telenav99, Inc., a newly formed Delaware corporation and wholly owned subsidiary of V99 (“Merger Sub”), providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of Telenav by V99. Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Telenav (the “Merger”), with Telenav surviving the Merger as a wholly owned subsidiary of Parent. Subject to the satisfaction of closing conditions, the parties expect the Merger to close in February 2021. See Note 13. Basis of presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The condensed consolidated financial statements include the accounts of Telenav, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements include all adjustments (consisting only of normal recurring adjustments) that our management believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period. Our condensed 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 financial statements for the three and six months ended December 31, 2020 and 2019. The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for fiscal 2020, included in our Annual Report on Form 10-K for fiscal 2020 filed with the U.S. Securities and Exchange Commission, or SEC, on August 21, 2020, which we refer to as the Form 10-K. Significant accounting policies There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Form 10-K. 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 condensed 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 the fair value of non-marketable debt and equity investments, the 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. 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 COVID-19 pandemic and related adverse public health developments have caused and will continue to cause disruption to the economy and our business operations resulting from shelter-at-home orders, quarantines, self-isolations, or other restrictions on the ability of our employees to perform their jobs. For example, our automotive manufacturer partners closed manufacturing plants in response to the COVID-19 pandemic and only re-opened them in the three months ended June 30, 2020 for production in North America and Europe. 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 three and six months ended December 31, 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 condensed consolidated financial statements. 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 (in thousands): Three Months Ended December 31, Six Months Ended 2020 2019 2020 2019 Product On-board automotive navigation solutions (point in time) (1) $ 53,449 $ 61,543 $ 110,258 $ 117,533 Total product revenue 53,449 61,543 110,258 117,533 Services Brought-in automotive navigation solutions (over time) (2) 9,988 8,787 20,902 15,009 Automotive maintenance and support and other (over time) 542 1,206 632 2,875 Mobile navigation services (over time) 1,875 2,339 3,658 5,087 Total services revenue 12,405 12,332 25,192 22,971 Total revenue $ 65,854 $ 73,875 $ 135,450 $ 140,504 (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 for hybrid automotive solutions. Contract assets Contract assets relate to our rights to consideration for performance obligations satisfied but not billed at the reporting date. As of December 31, 2020 and June 30, 2020, we had no contract assets. Deferred costs Changes in the balance of total deferred costs (current and non-current) during the six months ended December 31, 2020 were as follows (in thousands): Deferred Costs Content Development Total Balance, June 30, 2020 $ 73,598 $ 7,071 $ 80,669 Content licensing costs incurred 64,686 — 64,686 Customized software development costs incurred — 1,468 1,468 Less: cost of revenue recognized (73,014) (2,287) (75,301) Balance, December 31, 2020 $ 65,270 $ 6,252 $ 71,522 Concentrations of risk and significant customers Revenue related to products and services provided through Ford Motor Company and affiliated entities, or Ford, comprised 44% and 39% of total revenue for the three months ended December 31, 2020 and 2019, respectively, and comprised 45% and 45% for the six months ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and June 30, 2020, receivables due from Ford were 36% and 39% of total accounts receivable, respectively. Revenue related to products and services provided through General Motors Holdings and its affiliates, or GM, comprised 47% and 31% of total revenue for the three months ended December 31, 2020 and 2019, respectively, and comprised 46% and 28% for the six months ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and June 30, 2020, receivables due from GM were 47% and 44% of total accounts receivable, respectively. Revenue related to products and services provided to affiliates of Grab Holdings, Inc., which, collectively with certain of its affiliates, we refer to as Grab, comprised 19% and 15% of total revenue for the three and six months ended December 31, 2019, respectively. We did not have any revenue related to Grab in the three and six months ended December 31, 2020. See Note 12. Restricted cash As of December 31, 2020 and June 30, 2020, we had restricted cash of $1.5 million on our condensed consolidated balance sheets, comprised primarily of prepayments from a customer. Accumulated other comprehensive loss, net of tax The components of accumulated other comprehensive loss, net of related taxes, and activity as of December 31, 2020, were as follows (in thousands): Foreign Currency Unrealized Total Balance, net of tax as of June 30, 2020 $ (1,834) $ 1,357 $ (477) Other comprehensive income (loss) before reclassifications, net of tax 706 (357) 349 Amount reclassified from accumulated other comprehensive loss, net of tax — (202) (202) Other comprehensive income (loss), net of tax 706 (559) 147 Balance, net of tax as of December 31, 2020 $ (1,128) $ 798 $ (330) The amount of income tax benefit allocated to each component of accumulated other comprehensive loss was not material for the six months ended December 31, 2020. Recent accounting pronouncements not yet adopted There have been no changes in accounting pronouncements during the six months ended December 31, 2020, as compared to the recent accounting pronouncements not yet adopted described in our Form 10-K, that are of significance or potential significance to us. |