Telenav®, Inc. (NASDAQ:TNAV), a leading provider of connected car
and location-based platform services, today released its financial
results for the second fiscal quarter ended December 31, 2017
by issuing this press release and posting a letter to stockholders
on the quarter on its website. Please visit Telenav’s investor
relations website at http://investor.telenav.com to view the Q2
fiscal year 2018 financial results and letter to stockholders.
“We are pleased that Ford has awarded us an extension of our
SYNC® 3 partnership through December 2020. We are also excited to
be awarded Ford’s next generation connected navigation for North
America,” said HP Jin, Chairman and CEO of Telenav.
“During the quarter, Ford introduced our connected services on
SYNC 3 in North America through its FordPassTM and Lincoln WayTM
mobile applications. With this addition, there are now nearly 7
million connected cars on the road powered by Telenav’s
location-based services platform.”
Financial Highlights for the second quarter ended
December 31, 2017
- Total revenue for the second quarter of fiscal 2018
was $39.1 million, compared with $52.0 million in
the same prior year period.
- Billings for the second quarter of fiscal 2018 were $70.1
million, compared with $59.7 million in the same prior
year period.
- GAAP net loss for the second quarter of fiscal 2018
was ($15.7) million, compared with a GAAP net loss of ($11.4)
million for the second quarter of fiscal 2017.
- Adjusted EBITDA on billings for the second quarter of fiscal
2018 was a ($1.8) million loss compared with a $1.3
million profit in the second quarter of fiscal
2017.
- Ending cash, cash equivalents and short-term investments,
excluding restricted cash, were $90.7 million as
of December 31, 2017. This represented cash and short-term
investments of $2.03 per share, based on 44.6 million
shares of common stock outstanding as of December 31,
2017. Telenav had no debt as of December 31, 2017.
Recent Business Highlights
- Ford® entered into an agreement to extend Telenav’s offering
for SYNC 3 for calendar 2018 and awarded, subject to completion of
contracts, a further extension of Telenav’s SYNC 3 partnership for
all current geographies through calendar year 2020
- Ford awarded Telenav, subject to completion of contracts, its
next generation navigation solution for North America
- Ford has entered into an agreement with Telenav to provide map
updates in North America, China and South America, effective
January 1, 2018
- Ford launched our connected services across various model year
2018 SYNC 3 vehicles in North America using its FordPass and
Lincoln Way mobile phone applications
- GM has launched our premium embedded navigation in the Middle
East in addition to the already launched geographies of North
America, China and Europe
- Fiat Chrysler Automobiles (FCA), another Top 10 Global
Automotive OEM, will offer Telenav’s embedded navigation solution
on select Jeep and Chrysler vehicles for the China market
Q3 Fiscal 2018 Business Outlook
Telenav’s amended Ford agreement and related awards specify
future deliverables. In conjunction with these changes, under
current GAAP, certain revenue which Telenav has been recognizing
upon product delivery will prospectively not be recognized until
these defined deliverables are met. This will result in a
significant decline in revenue and gross profit, commencing in the
March 2018 quarter. However, effective July 1, 2018, Telenav will
adopt the new revenue recognition standard, ASC 606, resulting in
the ability to once again recognize substantial revenue and gross
profit from Ford as our product is delivered.
Telenav’s amended Ford agreement also reflects a decrease in
pass-through third-party licensed content costs, which will result
in a decrease in billings per unit, but an increase in direct
contribution margin from billings. The company expects auto
unit volumes to increase, which should result in an increase in
direct contribution from billings in the automotive business unit.
Telenav also expects to record a non-cash impairment of goodwill of
approximately $2.7 million related to its declining mobile
navigation business during the March 2018 quarter.
For the quarter ending March 31,
2018, Telenav offers the following guidance:
- Total revenue is expected to be $13 to $14
million
- Billings are expected to be $56 to $59
million
- Deferred revenue is expected to increase by approximately $43
to $45 million
- Deferred costs are expected to increase by approximately $23
million
- GAAP gross profit is expected to be approximately $6
million
- GAAP gross margin is expected to be approximately 45
percent
- Direct contribution from billings is expected to be
approximately $26 to $28 million
- Direct contribution margin from billings is expected to be
approximately 47 percent
- GAAP operating expenses are expected to
be $38 to $39 million, and include a $2.7 million
goodwill impairment related to Telenav’s mobile navigation
business
- GAAP net loss is expected to be $(32) to $(34)
million
- Adjusted EBITDA loss is expected to be $(25) to $(27)
million
- Adjusted EBITDA loss on billings is expected to be $(4) to $(6)
million
- Automotive is expected to be approximately 35 percent of total
revenue and 83 percent of billings
- Advertising is expected to be approximately 45 percent of total
revenue and 11 percent of billings
- Weighted average diluted shares outstanding are expected to be
approximately 44.8 million
The Company anticipates that for the second half of fiscal 2018,
adjusted EBITDA on billings will continue to be negative.
Subject to anticipated volumes, take rates and timing of model
expansion under the Company’s various automotive OEM programs, the
Company anticipates that adjusted EBITDA on billings will be
positive for fiscal 2019.
The above information concerning guidance represents Telenav's
outlook only as of the date hereof, and is subject to change, as a
result of amendments to material contracts and other changes in
business conditions. Telenav undertakes no
obligation to update or revise any financial forecast or other
forward-looking statements, as a result of new developments, or
otherwise.
Conference Call and Quarterly
Commentary
The company will host an investor conference call and live
webcast on Thursday, February 1, 2018 at 2:30 p.m. Pacific
Time (5:30 p.m. Eastern Time). Management has posted its
letter to stockholders in combination with our Second Quarter
Fiscal 2018 Financial Results press release on Telenav’s investor
relations website in lieu of management providing remarks at the
start of the conference call. Instead management will respond to
questions during the call. To listen to the webcast and view the
company’s quarterly commentary, please
visit Telenav's investor relations website
at http://investor.telenav.com. Listeners can also
access the conference call by dialing 800-281-7973 (toll-free,
domestic only) or 323-794-2093 (domestic and international toll)
and entering pass code 7507108. A replay of the conference call
will be available for two weeks beginning approximately two hours
after its completion. To access the replay, dial 888-203-1112
(toll-free, domestic only) or 719-457-0820 (domestic and
international toll) and enter pass code 7507108.
Use of Non-GAAP Financial Measures
Telenav prepares its financial statements in accordance with
generally accepted accounting principles for the United States, or
GAAP. The non-GAAP financial measures such as billings, direct
contribution from billings, direct contribution margin from
billings, change in deferred revenue, change in deferred costs,
adjusted EBITDA, adjusted EBITDA on billings and free cash flow
included in this press release are different from those otherwise
presented under GAAP. Telenav has provided these measures in
addition to GAAP financial results because management believes
these non-GAAP measures help provide a consistent basis for
comparison between periods that are not influenced by certain items
and therefore, are helpful in understanding Telenav’s underlying
operating results. These non-GAAP measures are some of the primary
measures Telenav’s management uses for planning and forecasting.
These measures are not in accordance with, or an alternative to,
GAAP and these non-GAAP measures may not be comparable to
information provided by other companies.
Billings measure GAAP revenue recognized plus the change in
deferred revenue from the beginning to the end of the period.
Direct contribution from billings reflects GAAP gross profit plus
change in deferred revenue less change in deferred costs. Direct
contribution margin from billings reflects direct contribution from
billings divided by billings. Telenav has also provided a
breakdown of the calculation of the change in deferred revenue by
segment, which is added to revenue in calculating its non-GAAP
metric of billings. In connection with its presentation of the
change in deferred revenue, Telenav has provided a similar
presentation of the change in the related deferred costs. Such
deferred costs primarily include costs associated with third party
content and certain development costs associated with our
customized software solutions. As deferred revenue and deferred
costs become larger components of its operating results, Telenav
believes these metrics are useful in evaluating cash flows.
Telenav considers billings, direct contribution from billings
and direct contribution margin from billings to be useful metrics
for management and investors because billings drive revenue and
deferred revenue, which is an important indicator of its business.
Telenav believes direct contribution from billings and direct
contribution margin from billings are useful metrics because they
reflect the impact of the contribution over time for such billings,
exclusive of the incremental costs incurred to deliver any related
service obligations. There are a number of limitations
related to the use of billings, direct contribution from billings
and direct contribution margin from billings versus revenue, gross
profit, and gross margin calculated in accordance with GAAP.
Second, billings, direct contribution from billings and direct
contribution margin from billings include amounts that have not yet
been recognized as revenue or cost and may require additional
services to be provided over contracted service periods. For
example, billings related to certain connected solutions cannot be
fully recognized as revenue in a given period due to requirements
for ongoing provisioning of services such as hosting, monitoring
and customer support, including certain third-party technology and
content license fees as applicable. Accordingly, direct
contribution from billings and direct contribution margin from
billings do not include all costs associated with billings. Second,
Telenav may calculate billings, direct contribution from billings,
and direct contribution margin from billings in a manner that is
different from peer companies that report similar financial
measures, making comparisons between companies more difficult. When
Telenav uses these measures, it attempts to compensate for these
limitations by providing specific information regarding billings,
direct contribution from billings and direct contribution margin
from billings and how they relate to revenue, gross profit and
gross margin calculated in accordance with GAAP.
Adjusted EBITDA measures GAAP net loss excluding the impact of
stock-based compensation expense, depreciation and amortization,
other income (expense), provision (benefit) for income taxes, and
other applicable items such as legal settlements and contingencies,
and deferred rent reversal and tenant improvement allowance
recognition due to sublease termination, net of tax. Stock-based
compensation expense relates to equity incentive awards granted to
its employees, directors, and consultants. Legal settlements and
contingencies represent settlements and offers made to settle
litigation in which Telenav is a defendant and royalty disputes.
Deferred rent reversal and tenant improvement allowance recognition
represent the reversal of Telenav’s deferred rent liability and
recognition of Telenav’s deferred tenant improvement allowance, as
amortization of these amounts is no longer required due to the
termination of our Santa Clara facility sublease and subsequent
entry into a new lease agreement with our landlord for this same
facility effective September 2017.
Adjusted EBITDA and adjusted EBITDA on billings are key measures
used by Telenav’s management and board of directors to understand
and evaluate Telenav’s core operating performance and trends, to
prepare and approve our annual budget and to develop short- and
long-term operational plans. In particular, Telenav believes that
the exclusion of the expenses eliminated in calculating adjusted
EBITDA can provide a useful measure for period-to-period
comparisons of Telenav’s core business. In addition, adjusted
EBITDA is a key financial measure used by the compensation
committee of Telenav’s board of directors in connection with the
development of incentive-based compensation for Telenav’s executive
officers. Accordingly, Telenav believes that adjusted EBITDA
generally provides useful information to investors and others in
understanding and evaluating Telenav’s operating results in the
same manner as its management and board of directors.
Adjusted EBITDA on billings measures adjusted EBITDA plus the
effect of changes in deferred revenue and deferred costs. Telenav
believes adjusted EBITDA on billings is a useful measure,
especially in light of the impact it continues to expect on
reported GAAP revenue for certain value-added offerings the company
provides its customers, including Ford map updates. Adjusted EBITDA
and adjusted EBITDA on billings, while generally measures of
profitability, can also represent losses.
Free cash flow is a non-GAAP financial measure Telenav defines
as net cash provided by (used in) operating activities, less
purchases of property and equipment. Telenav considers 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 its business after purchases of property and
equipment.
To reconcile the historical GAAP results to non-GAAP financial
metrics, please refer to the reconciliations in the financial
statements included in this earnings release.
In this press release, Telenav has provided guidance for the
second quarter of fiscal 2018 on a non-GAAP basis, for billings,
change in deferred revenue, change in deferred costs, direct
contribution from billings, direct contribution margin from
billings, adjusted EBITDA and adjusted EBITDA on billings.
Telenav does not provide reconciliations of its forward-looking
non-GAAP financial measures of billings, change in deferred
revenue, change in deferred costs, direct contribution from
billings, direct contribution margin from billings, adjusted EBITDA
and adjusted EBITDA on billings to the corresponding GAAP measures
due to the high variability and difficulty in making accurate
forecasts and projections with respect to deferred revenue,
deferred costs, stock-based compensation and tax provision
(benefit), which are components of these non-GAAP financial
measures. In particular, stock-based compensation is impacted
by future hiring and retention needs, as well as the future fair
market value of Telenav’s common stock, all of which is difficult
to predict and subject to constant change. The actual amounts of
these items will have a significant impact on Telenav’s GAAP net
loss per diluted share and GAAP tax provision (benefit).
Accordingly, reconciliations of Telenav’s forward-looking non-GAAP
financial measures to the corresponding GAAP measures are not
available without unreasonable effort.
Forward Looking Statements
This press release contains forward-looking statements that are
based on Telenav management's beliefs and assumptions and on
information currently available to its management. Actual
events or results may differ materially from those described in
this document due to a number of risks and uncertainties. These
potential risks and uncertainties include, among others:
Telenav's ability to develop and implement products for Ford, GM
and Toyota and to support Ford, GM and Toyota and their customers;
Telenav's success in extending its contracts for current and new
generation of products with its existing OEMs and automotive
manufacturers, particularly Ford; achieving additional design wins
and the delivery dates of automobiles including Telenav's products;
adoption by vehicle purchasers of Scout GPS Link; Telenav's
dependence on a limited number of automotive manufacturers and OEMs
for a substantial portion of its revenue; reductions in demand for
automobiles; potential impacts of OEMs including competitive
capabilities in their vehicles such as Apple Car-Play and Android
Auto; exposure from the potential impairment of the carrying value
of certain goodwill and intangible assets within Telenav’s mobile
navigation business unit where revenue continues to decline;
Telenav's ability to grow and scale its advertising business;
Telenav’s ability to develop new advertising products and
technology while also achieving cash flow break even and ultimately
profitability in the advertising business; Telenav incurring losses
and operating expenses in excess of expectations; failure to reach
agreement with customers for awards and contracts on products and
services in which Telenav has expended resources developing;
competition from other market participants who may provide
comparable services to subscribers without charge; the timing of
new product releases and vehicle production by Telenav's automotive
customers, including inventory procurement and fulfillment;
possible warranty claims, and the impact on consumer perception of
its brand; Telenav's ability to develop and support products
including OpenStreetMap (“OSM”), as well as transition existing
navigation products to OSM and any economic benefit anticipated
from the use of OSM versus proprietary map products; the potential
that Telenav may not be able to realize its deferred tax assets and
may have to take a reserve against them; the impact on revenue
recognition and other financial reporting due to the amendment of
contracts or changes in accounting standards, such as the
implementation of ASC 606; and macroeconomic and political
conditions in the U.S. and abroad, in particular China. Telenav
discusses these risks in greater detail in "Risk factors" and
elsewhere in its Form 10-Q for the quarter ended September 30, 2017
and other filings with the U.S. Securities and Exchange Commission
(“SEC”), which are available at the SEC's website at www.sec.gov.
Given these uncertainties, you should not place undue reliance on
these forward-looking statements. Also, forward-looking statements
represent management's beliefs and assumptions only as of the date
made. You should review our SEC filings carefully and with the
understanding that actual future results may be materially
different from what Telenav expects.
ABOUT TELENAV, INC.
Telenav is a leading provider of connected car and
location-based platform services, focused on transforming life on
the go for people - before, during, and after every drive.
Leveraging our location platform, global brands such as Ford, GM,
Toyota and AT&T deliver custom connected car and mobile
experiences. Fortune 500 advertisers and local advertisers can now
reach millions of users with Telenav’s highly-targeted advertising
platform. To learn more about how Telenav’s location platform
powers personalized navigation, mapping, big data intelligence,
social driving, and location-based advertising, visit
www.telenav.com.
Copyright 2018 Telenav, Inc. All Rights Reserved.
"Telenav," "Scout," and the Telenav and Scout logos are
registered trademarks of Telenav, Inc. Unless otherwise
noted, all other trademarks, service marks, and logos used in this
press release are the trademarks, service marks or logos of their
respective owners. TNAV-FTNAV-C
Investor Relations:Michael Look408-990-1232IR@telenav.com
Media:Raphel Finelli408-667-5970media@telenav.com
Telenav, Inc. |
|
Consolidated Balance Sheets |
|
(in thousands, except par value) |
|
|
|
|
|
|
|
December 31,
2017 |
|
June 30, 2017* |
|
|
(unaudited) |
|
Assets |
|
|
|
Current assets: |
|
|
|
Cash and
cash equivalents |
|
$ |
13,956 |
|
|
$ |
20,757 |
|
|
Short-term investments |
|
|
76,773 |
|
|
|
77,598 |
|
|
Accounts
receivable, net of allowances of $112 and $75 atDecember 31, 2017
and June 30, 2017, respectively |
|
|
52,287 |
|
|
|
57,834 |
|
|
Restricted cash |
|
|
3,404 |
|
|
|
3,401 |
|
|
Income
taxes receivable |
|
|
32 |
|
|
|
34 |
|
|
Deferred
costs |
|
|
19,545 |
|
|
|
11,703 |
|
|
Prepaid
expenses and other current assets |
|
|
4,392 |
|
|
|
3,988 |
|
|
Total
current assets |
|
|
170,389 |
|
|
|
175,315 |
|
|
Property and equipment,
net |
|
|
7,138 |
|
|
|
4,658 |
|
|
Deferred income taxes,
non-current |
|
|
958 |
|
|
|
900 |
|
|
Goodwill and intangible
assets, net |
|
|
34,278 |
|
|
|
34,844 |
|
|
Deferred costs,
non-current |
|
|
75,362 |
|
|
|
42,389 |
|
|
Other assets |
|
|
1,877 |
|
|
|
1,454 |
|
|
Total
assets |
|
$ |
290,002 |
|
|
$ |
259,560 |
|
|
Liabilities and
stockholders’ equity |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Trade
accounts payable |
|
$ |
4,676 |
|
|
$ |
6,151 |
|
|
Accrued
expenses |
|
|
51,350 |
|
|
|
51,528 |
|
|
Deferred
revenue |
|
|
31,908 |
|
|
|
20,345 |
|
|
Income
taxes payable |
|
|
138 |
|
|
|
197 |
|
|
Total
current liabilities |
|
|
88,072 |
|
|
|
78,221 |
|
|
Deferred rent,
non-current |
|
|
710 |
|
|
|
996 |
|
|
Deferred revenue,
non-current |
|
|
115,689 |
|
|
|
67,056 |
|
|
Other long-term
liabilities |
|
|
1,073 |
|
|
|
1,139 |
|
|
Commitments and
contingencies |
|
|
|
|
|
Stockholders’
equity: |
|
|
|
|
|
Preferred
stock, $0.001 par value: 50,000 shares authorized; noshares issued
or outstanding |
|
|
— |
|
|
|
— |
|
|
Common
stock, $0.001 par value: 600,000 shares authorized;44,552 and
43,946 shares issued and outstanding at December 31,2017 and June
30, 2017, respectively |
|
|
45 |
|
|
|
44 |
|
|
Additional paid-in capital |
|
|
163,663 |
|
|
|
159,666 |
|
|
Accumulated other comprehensive loss |
|
|
(1,576 |
) |
|
|
(1,934 |
) |
|
Accumulated deficit |
|
|
(77,674 |
) |
|
|
(45,628 |
) |
|
Total
stockholders’ equity |
|
|
84,458 |
|
|
|
112,148 |
|
|
Total
liabilities and stockholders’ equity |
|
$ |
290,002 |
|
|
$ |
259,560 |
|
|
|
|
|
*Derived
from audited consolidated financial statements as of and for the
year ended June 30, 2017. |
|
|
Telenav, Inc. |
|
Consolidated Statements of
Operations |
|
(in thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
December 31, |
|
December 31, |
|
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
(unaudited) |
|
|
|
(unaudited) |
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
Product |
|
$ |
25,307 |
|
|
$ |
37,804 |
|
|
$ |
49,271 |
|
|
$ |
67,227 |
|
|
Services |
|
|
13,773 |
|
|
|
14,197 |
|
|
|
26,467 |
|
|
|
27,001 |
|
|
Total
revenue |
|
|
39,080 |
|
|
|
52,001 |
|
|
|
75,738 |
|
|
|
94,228 |
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
Product |
|
|
15,053 |
|
|
|
22,598 |
|
|
|
29,727 |
|
|
|
40,359 |
|
|
Services |
|
|
7,258 |
|
|
|
6,129 |
|
|
|
13,431 |
|
|
|
11,844 |
|
|
Total
cost of revenue |
|
|
22,311 |
|
|
|
28,727 |
|
|
|
43,158 |
|
|
|
52,203 |
|
|
Gross profit |
|
|
16,769 |
|
|
|
23,274 |
|
|
|
32,580 |
|
|
|
42,025 |
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
Research
and development |
|
|
21,903 |
|
|
|
16,301 |
|
|
|
42,985 |
|
|
|
34,319 |
|
|
Sales and
marketing |
|
|
5,136 |
|
|
|
5,277 |
|
|
|
10,200 |
|
|
|
10,545 |
|
|
General
and administrative |
|
|
5,514 |
|
|
|
6,872 |
|
|
|
10,725 |
|
|
|
12,363 |
|
|
Legal
settlement and contingencies |
|
|
60 |
|
|
|
6,424 |
|
|
|
310 |
|
|
|
6,424 |
|
|
Total
operating expenses |
|
|
32,613 |
|
|
|
34,874 |
|
|
|
64,220 |
|
|
|
63,651 |
|
|
Loss from
operations |
|
|
(15,844 |
) |
|
|
(11,600 |
) |
|
|
(31,640 |
) |
|
|
(21,626 |
) |
|
Other income (expense),
net |
|
|
218 |
|
|
|
714 |
|
|
|
171 |
|
|
|
1,010 |
|
|
Loss before provision
for income taxes |
|
|
(15,626 |
) |
|
|
(10,886 |
) |
|
|
(31,469 |
) |
|
|
(20,616 |
) |
|
Provision for income
taxes |
|
|
26 |
|
|
|
537 |
|
|
|
281 |
|
|
|
142 |
|
|
Net loss |
|
$ |
(15,652 |
) |
|
$ |
(11,423 |
) |
|
$ |
(31,750 |
) |
|
$ |
(20,758 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share: |
|
|
|
|
|
|
|
|
|
Basic and
diluted |
|
$ |
(0.35 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.71 |
) |
|
$ |
(0.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
used in computing net loss per share: |
|
|
|
|
|
|
|
|
|
Basic and
diluted |
|
|
44,476 |
|
|
|
43,208 |
|
|
|
44,495 |
|
|
|
42,932 |
|
|
|
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
|
Consolidated Statements of Cash
Flows |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December
31, |
|
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
(unaudited) |
|
|
|
Operating
activities |
|
|
|
|
|
Net loss |
|
$ |
(31,750 |
) |
|
$ |
(20,758 |
) |
|
Adjustments to
reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
|
1,513 |
|
|
|
1,260 |
|
|
Deferred
rent reversal due to lease termination |
|
|
(538 |
) |
|
|
- |
|
|
Tenant
improvement allowance recognition due to lease termination |
|
|
(582 |
) |
|
|
- |
|
|
Accretion
of net premium on short-term investments |
|
|
113 |
|
|
|
237 |
|
|
Stock-based compensation expense |
|
|
5,368 |
|
|
|
4,529 |
|
|
Loss
(gain) on disposal of property and equipment |
|
|
6 |
|
|
|
(2 |
) |
|
Bad debt
expense |
|
|
37 |
|
|
|
125 |
|
|
Changes
in operating assets and liabilities: |
|
|
|
|
|
Accounts
receivable |
|
|
5,545 |
|
|
|
(5,724 |
) |
|
Deferred
income taxes |
|
|
(23 |
) |
|
|
226 |
|
|
Restricted cash |
|
|
(3 |
) |
|
|
1,015 |
|
|
Income
taxes receivable |
|
|
2 |
|
|
|
39 |
|
|
Deferred
costs |
|
|
(40,815 |
) |
|
|
(6,704 |
) |
|
Prepaid
expenses and other current assets |
|
|
(476 |
) |
|
|
580 |
|
|
Other
assets |
|
|
(620 |
) |
|
|
98 |
|
|
Trade
accounts payable |
|
|
(1,563 |
) |
|
|
5,309 |
|
|
Accrued
expenses and other liabilities |
|
|
(263 |
) |
|
|
3,945 |
|
|
Income
taxes payable |
|
|
(61 |
) |
|
|
154 |
|
|
Deferred
rent |
|
|
767 |
|
|
|
44 |
|
|
Deferred
revenue |
|
|
60,196 |
|
|
|
12,728 |
|
|
Net cash used in operating activities |
|
|
(3,147 |
) |
|
|
(2,899 |
) |
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
Purchases
of property and equipment |
|
|
(3,350 |
) |
|
|
(531 |
) |
|
Purchases
of short-term investments |
|
|
(32,817 |
) |
|
|
(37,788 |
) |
|
Proceeds
from sales and maturities of short-term investments |
|
|
33,322 |
|
|
|
39,392 |
|
|
Proceeds
from sales of long-term investments |
|
|
- |
|
|
|
246 |
|
|
Net cash (used in) provided by investing activities |
|
|
(2,845 |
) |
|
|
1,319 |
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
Proceeds
from exercise of stock options |
|
|
235 |
|
|
|
159 |
|
|
Tax
withholdings related to net share settlements of restricted stock
units |
|
|
(1,606 |
) |
|
|
(1,638 |
) |
|
Net cash used in financing activities |
|
|
(1,371 |
) |
|
|
(1,479 |
) |
|
|
|
|
|
|
|
Effect of
exchange rate changes on cash and cash equivalents |
|
|
562 |
|
|
|
(596 |
) |
|
Net
decrease in cash and cash equivalents |
|
|
(6,801 |
) |
|
|
(3,655 |
) |
|
Cash and
cash equivalents, at beginning of period |
|
|
20,757 |
|
|
|
21,349 |
|
|
Cash and
cash equivalents, at end of period |
|
$ |
13,956 |
|
|
$ |
17,694 |
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
Income
taxes paid, net |
|
$ |
640 |
|
|
$ |
1,410 |
|
|
|
|
|
|
|
|
Telenav, Inc. |
Consolidated Segment Summary |
(in thousands, except
percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
December 31, |
|
December 31, |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
Automotive |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
26,838 |
|
|
$ |
38,744 |
|
|
$ |
52,142 |
|
|
$ |
69,011 |
|
Cost of
revenue |
|
|
16,416 |
|
|
|
23,438 |
|
|
|
32,301 |
|
|
|
41,983 |
|
Gross
profit |
|
$ |
10,422 |
|
|
$ |
15,306 |
|
|
$ |
19,841 |
|
|
$ |
27,028 |
|
Gross
margin |
|
|
39 |
% |
|
|
40 |
% |
|
|
38 |
% |
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
Advertising |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
8,742 |
|
|
$ |
8,208 |
|
|
$ |
16,357 |
|
|
$ |
14,753 |
|
Cost of
revenue |
|
|
4,402 |
|
|
|
3,919 |
|
|
|
7,814 |
|
|
|
7,445 |
|
Gross
profit |
|
$ |
4,340 |
|
|
$ |
4,289 |
|
|
$ |
8,543 |
|
|
$ |
7,308 |
|
Gross
margin |
|
|
50 |
% |
|
|
52 |
% |
|
|
52 |
% |
|
|
50 |
% |
|
|
|
|
|
|
|
|
|
Mobile Navigation |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
3,500 |
|
|
$ |
5,049 |
|
|
$ |
7,239 |
|
|
$ |
10,464 |
|
Cost of
revenue |
|
|
1,493 |
|
|
|
1,370 |
|
|
|
3,043 |
|
|
|
2,775 |
|
Gross
profit |
|
$ |
2,007 |
|
|
$ |
3,679 |
|
|
$ |
4,196 |
|
|
$ |
7,689 |
|
Gross
margin |
|
|
57 |
% |
|
|
73 |
% |
|
|
58 |
% |
|
|
73 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
39,080 |
|
|
$ |
52,001 |
|
|
$ |
75,738 |
|
|
$ |
94,228 |
|
Cost of
revenue |
|
|
22,311 |
|
|
|
28,727 |
|
|
|
43,158 |
|
|
|
52,203 |
|
Gross
profit |
|
$ |
16,769 |
|
|
$ |
23,274 |
|
|
$ |
32,580 |
|
|
$ |
42,025 |
|
Gross
margin |
|
|
43 |
% |
|
|
45 |
% |
|
|
43 |
% |
|
|
45 |
% |
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
Unaudited Reconciliation of Non-GAAP
Adjustments |
(in thousands) |
|
|
|
|
|
|
|
|
|
Reconciliation of Revenue to
Billings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
December 31, |
|
December 31, |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
Automotive |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
26,838 |
|
|
$ |
38,744 |
|
|
$ |
52,142 |
|
|
$ |
69,011 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
|
31,259 |
|
|
|
7,694 |
|
|
|
60,447 |
|
|
|
12,807 |
|
Billings |
|
$ |
58,097 |
|
|
$ |
46,438 |
|
|
$ |
112,589 |
|
|
$ |
81,818 |
|
|
|
|
|
|
|
|
|
|
Advertising |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
8,742 |
|
|
$ |
8,208 |
|
|
$ |
16,357 |
|
|
$ |
14,753 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Billings |
|
$ |
8,742 |
|
|
$ |
8,208 |
|
|
$ |
16,357 |
|
|
$ |
14,753 |
|
|
|
|
|
|
|
|
|
|
Mobile Navigation |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
3,500 |
|
|
$ |
5,049 |
|
|
$ |
7,239 |
|
|
$ |
10,464 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
|
(194 |
) |
|
|
(8 |
) |
|
|
(251 |
) |
|
|
(79 |
) |
Billings |
|
$ |
3,306 |
|
|
$ |
5,041 |
|
|
$ |
6,988 |
|
|
$ |
10,385 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
39,080 |
|
|
$ |
52,001 |
|
|
$ |
75,738 |
|
|
$ |
94,228 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
|
31,065 |
|
|
|
7,686 |
|
|
|
60,196 |
|
|
|
12,728 |
|
Billings |
|
$ |
70,145 |
|
|
$ |
59,687 |
|
|
$ |
135,934 |
|
|
$ |
106,956 |
|
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
|
Unaudited Reconciliation of Non-GAAP
Adjustments |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Deferred Revenue to change
in Deferred Revenue |
|
Reconciliation of Deferred Costs to change in
Deferred Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive |
|
Advertising |
|
Mobile Navigation |
|
Total |
|
|
|
Three Months Ended December
31, |
|
Three Months Ended December
31, |
|
Three Months Ended December
31, |
|
Three Months Ended December
31, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
2017 |
|
|
|
2016 |
|
|
2017 |
|
2016 |
|
Deferred revenue,
December 31 |
|
$ |
146,964 |
|
$ |
34,960 |
|
$ |
- |
|
$ |
- |
|
$ |
633 |
|
|
$ |
1,137 |
|
|
$ |
147,597 |
|
$ |
36,097 |
|
Deferred revenue,
September 30 |
|
|
115,705 |
|
|
27,266 |
|
|
- |
|
|
- |
|
|
827 |
|
|
|
1,145 |
|
|
|
116,532 |
|
|
28,411 |
|
Change in deferred
revenue |
|
$ |
31,259 |
|
$ |
7,694 |
|
$ |
- |
|
$ |
- |
|
$ |
(194 |
) |
|
$ |
(8 |
) |
|
$ |
31,065 |
|
$ |
7,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred costs,
December 31 |
|
$ |
94,907 |
|
$ |
18,780 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
94,907 |
|
$ |
18,780 |
|
Deferred costs,
September 30 |
|
|
74,140 |
|
|
14,933 |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
74,140 |
|
|
14,933 |
|
Change in deferred
costs |
|
$ |
20,767 |
|
$ |
3,847 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
20,767 |
|
$ |
3,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive |
|
Advertising |
|
Mobile
Navigation |
|
Total |
|
|
|
Six Months
Ended December
31, |
|
Six Months
Ended December
31, |
|
Six Months
Ended December
31, |
|
Six Months
Ended December
31, |
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
2017 |
|
|
|
2016 |
|
|
2017 |
|
2016 |
|
Deferred revenue,
December 31 |
|
$ |
146,964 |
|
$ |
34,960 |
|
$ |
- |
|
$ |
- |
|
$ |
633 |
|
|
$ |
1,137 |
|
|
$ |
147,597 |
|
$ |
36,097 |
|
Deferred revenue, June
30 |
|
|
86,517 |
|
|
22,153 |
|
|
- |
|
|
- |
|
|
884 |
|
|
|
1,216 |
|
|
|
87,401 |
|
|
23,369 |
|
Change in deferred
revenue |
|
$ |
60,447 |
|
$ |
12,807 |
|
$ |
- |
|
$ |
- |
|
$ |
(251 |
) |
|
$ |
(79 |
) |
|
$ |
60,196 |
|
$ |
12,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred costs,
December 31 |
|
$ |
94,907 |
|
$ |
18,780 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
94,907 |
|
$ |
18,780 |
|
Deferred costs, June
30 |
|
|
54,092 |
|
|
12,076 |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
54,092 |
|
|
12,076 |
|
Change in deferred
costs |
|
$ |
40,815 |
|
$ |
6,704 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
40,815 |
|
$ |
6,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
|
Unaudited Reconciliation of Non-GAAP
Adjustments |
|
(in thousands, except
percentages) |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Gross Profit to Direct
Contribution from Billings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
December 31, |
|
December 31, |
|
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
Automotive |
|
|
|
|
|
|
|
|
|
Gross
profit |
|
$ |
10,422 |
|
|
$ |
15,306 |
|
|
$ |
19,841 |
|
|
$ |
27,028 |
|
|
Gross
margin |
|
|
39 |
% |
|
|
40 |
% |
|
|
38 |
% |
|
|
39 |
% |
|
Adjustments to gross profit: |
|
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
$ |
31,259 |
|
|
$ |
7,694 |
|
|
$ |
60,447 |
|
|
$ |
12,807 |
|
|
Change in
deferred costs(1) |
|
|
(20,767 |
) |
|
|
(3,847 |
) |
|
|
(40,815 |
) |
|
|
(6,704 |
) |
|
Net
change |
|
|
10,492 |
|
|
|
3,847 |
|
|
|
19,632 |
|
|
|
6,103 |
|
|
Direct
Contribution from billings(1) |
|
$ |
20,914 |
|
|
$ |
19,153 |
|
|
$ |
39,473 |
|
|
$ |
33,131 |
|
|
Direct
Contribution Margin from billings(1) |
|
|
36 |
% |
|
|
41 |
% |
|
|
35 |
% |
|
|
40 |
% |
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
|
|
|
|
|
|
|
|
Gross
profit |
|
$ |
4,340 |
|
|
$ |
4,289 |
|
|
$ |
8,543 |
|
|
$ |
7,308 |
|
|
Gross
margin |
|
|
50 |
% |
|
|
52 |
% |
|
|
52 |
% |
|
|
50 |
% |
|
Adjustments to gross profit: |
|
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Change in
deferred costs(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net
change |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Direct
Contribution from billings(1) |
|
$ |
4,340 |
|
|
$ |
4,289 |
|
|
$ |
8,543 |
|
|
$ |
7,308 |
|
|
Direct
Contribution Margin from billings(1) |
|
|
50 |
% |
|
|
52 |
% |
|
|
52 |
% |
|
|
50 |
% |
|
|
|
|
|
|
|
|
|
|
|
Mobile Navigation |
|
|
|
|
|
|
|
|
|
Gross
profit |
|
$ |
2,007 |
|
|
$ |
3,679 |
|
|
$ |
4,196 |
|
|
$ |
7,689 |
|
|
Gross
margin |
|
|
57 |
% |
|
|
73 |
% |
|
|
58 |
% |
|
|
73 |
% |
|
Adjustments to gross profit: |
|
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
$ |
(194 |
) |
|
$ |
(8 |
) |
|
$ |
(251 |
) |
|
$ |
(79 |
) |
|
Change in
deferred costs(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net
change |
|
|
(194 |
) |
|
|
(8 |
) |
|
|
(251 |
) |
|
|
(79 |
) |
|
Direct
Contribution from billings(1) |
|
$ |
1,813 |
|
|
$ |
3,671 |
|
|
$ |
3,945 |
|
|
$ |
7,610 |
|
|
Direct
Contribution Margin from billings(1) |
|
|
55 |
% |
|
|
73 |
% |
|
|
56 |
% |
|
|
73 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Gross
profit |
|
$ |
16,769 |
|
|
$ |
23,274 |
|
|
$ |
32,580 |
|
|
$ |
42,025 |
|
|
Gross
margin |
|
|
43 |
% |
|
|
45 |
% |
|
|
43 |
% |
|
|
45 |
% |
|
Adjustments to gross profit: |
|
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
$ |
31,065 |
|
|
$ |
7,686 |
|
|
$ |
60,196 |
|
|
$ |
12,728 |
|
|
Change in
deferred costs(1) |
|
|
(20,767 |
) |
|
|
(3,847 |
) |
|
|
(40,815 |
) |
|
|
(6,704 |
) |
|
Net
change |
|
|
10,298 |
|
|
|
3,839 |
|
|
|
19,381 |
|
|
|
6,024 |
|
|
Direct
Contribution from billings(1) |
|
$ |
27,067 |
|
|
$ |
27,113 |
|
|
$ |
51,961 |
|
|
$ |
48,049 |
|
|
Direct
Contribution Margin from billings(1) |
|
|
39 |
% |
|
|
45 |
% |
|
|
38 |
% |
|
|
45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 provisioning of services such as
hosting, monitoring and customer support, including certain third
party technology and content license fees, as applicable.
Accordingly, direct contribution from billings and direct
contribution margin from billings do not reflect all costs
associated with billings. |
|
|
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
|
Unaudited Reconciliation of Non-GAAP
Adjustments |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Loss to Adjusted
EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
December 31, |
|
December 31, |
|
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(15,652 |
) |
|
$ |
(11,423 |
) |
|
$ |
(31,750 |
) |
|
$ |
(20,758 |
) |
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
Legal
settlement and contingencies |
|
|
60 |
|
|
|
6,424 |
|
|
|
310 |
|
|
|
6,424 |
|
|
Deferred
rent reversal due to lease termination |
|
|
- |
|
|
|
- |
|
|
|
(538 |
) |
|
|
- |
|
|
Tenant
improvement allowance recognition due to lease termination |
|
|
- |
|
|
|
- |
|
|
|
(582 |
) |
|
|
- |
|
|
Stock-based compensation expense |
|
|
2,888 |
|
|
|
1,988 |
|
|
|
5,368 |
|
|
|
4,529 |
|
|
Depreciation and amortization expense |
|
|
797 |
|
|
|
623 |
|
|
|
1,513 |
|
|
|
1,260 |
|
|
Other
income (expense), net |
|
|
(218 |
) |
|
|
(714 |
) |
|
|
(171 |
) |
|
|
(1,010 |
) |
|
Provision
for income taxes |
|
|
26 |
|
|
|
537 |
|
|
|
281 |
|
|
|
142 |
|
|
Adjusted EBITDA |
|
$ |
(12,099 |
) |
|
$ |
(2,565 |
) |
|
$ |
(25,569 |
) |
|
$ |
(9,413 |
) |
|
|
|
|
|
|
|
|
|
|
|
Change in
deferred revenue |
|
|
31,065 |
|
|
|
7,686 |
|
|
|
60,196 |
|
|
|
12,728 |
|
|
Change in
deferred costs(1) |
|
|
(20,767 |
) |
|
|
(3,847 |
) |
|
|
(40,815 |
) |
|
|
(6,704 |
) |
|
Adjusted EBITDA on
billings(1) |
|
$ |
(1,801 |
) |
|
$ |
1,274 |
|
|
$ |
(6,188 |
) |
|
$ |
(3,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) We
expect to incur additional costs in the future due to requirements
to provide ongoing provisioning of services such as hosting,
monitoring and customer support. Accordingly, adjusted EBITDA
on billings does not reflect all costs associated with
billings. |
|
|
|
|
|
|
|
|
|
|
|
Telenav, Inc. |
Unaudited Reconciliation of Non-GAAP
Adjustments |
(in thousands) |
|
|
|
|
|
|
|
|
|
Reconciliation of Net Loss to Free Cash
Flow |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December
31, |
|
Six Months Ended December
31, |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
2017 |
|
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(15,652 |
) |
|
$ |
(11,423 |
) |
|
$ |
(31,750 |
) |
|
$ |
(20,758 |
) |
|
|
|
|
|
|
|
|
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
|
Change in
deferred revenue (1) |
|
|
31,065 |
|
|
|
7,686 |
|
|
|
60,196 |
|
|
|
12,728 |
|
Change in
deferred costs (2) |
|
|
(20,767 |
) |
|
|
(3,847 |
) |
|
|
(40,815 |
) |
|
|
(6,704 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in other operating assets and liabilities |
|
|
2,259 |
|
|
|
7,595 |
|
|
|
3,305 |
|
|
|
5,686 |
|
Other
adjustments (3) |
|
|
3,736 |
|
|
|
2,779 |
|
|
|
5,917 |
|
|
|
6,149 |
|
Net cash provided by
(used in) operating activities |
|
|
641 |
|
|
|
2,790 |
|
|
|
(3,147 |
) |
|
|
(2,899 |
) |
Less: Purchases of
property and equipment |
|
|
(1,064 |
) |
|
|
(137 |
) |
|
|
(3,350 |
) |
|
|
(531 |
) |
Free cash flow |
|
$ |
(423 |
) |
|
$ |
2,653 |
|
|
$ |
(6,497 |
) |
|
$ |
(3,430 |
) |
|
|
|
|
|
|
|
|
|
(1) Consists of product royalties, customized software
development fees, service fees and subscription fees. |
|
(2) Consists primarily of third party content costs and
customized software development expenses. |
|
(3) Consist primarily of depreciation and amortization,
stock-based compensation expense and other non-cash items. |
|
|
|
|
|
|
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