Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
1.
Interim Period Reporting
The
accompanying unaudited interim condensed consolidated financial statements, include all adjustments, consisting of normal recurring
adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position and results of
operations and cash flows for the interim periods presented. The results of operations for the three and six months ended June
30, 2018 are not necessarily indicative of results for a full fiscal year or any other period.
The
accompanying condensed consolidated financial statements for the three and six months ended June 30, 2018 and 2017 have been prepared
by us, pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”).
Certain information and footnote disclosures normally contained in financial statements prepared in accordance with accounting
principles generally accepted in the U.S. (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
We
adopted the new accounting standard for revenue recognition effective January 1, 2018. We elected to use the modified retrospective
(“cumulative-effect”) approach for adoption of the new standard. Use of the cumulative-effect approach required us
to make an opening adjustment to equity rather than recast prior year financial data, therefore comparability of financial statements
was impacted. Beginning with the first quarter of 2018, our financial results reflect adoption of the standard. See Note 2 for
further discussion.
Operations
Neonode
Inc. (collectively with its subsidiaries, is referred to in this Form 10-Q Report as “Neonode”, “we”,
“us”, “our”, “registrant”, or “Company”) develops optical touch and gesture solutions
for human interaction with devices. In 2010 we began licensing our technology to Original Equipment Manufacturers (“OEMs”)
and Tier 1 suppliers who in-turn embed our technology into products they develop, manufacture and sell. Since 2010, our customers
have sold over 61 million devices under our licensing agreements that use our technology. In 2016, we augmented our licensing
business and started to manufacture and sell standardized embedded sensors that incorporate our technology to OEMs, Tier 1 Suppliers,
distributors and our branded products sold directly to consumers.
Liquidity
We
have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net
losses of approximately $1.0 million and $1.0 million and $1.7 million and $1.9 million for the three and six months ended June
30, 2018 and 2017, respectively, and had an accumulated deficit of approximately $183.8 million and $183.7 million as of June
30, 2018 and December 31, 2017, respectively. In addition, operating activities used cash of approximately $1.4 million and $3.0
million for the six months ended June 30, 2018 and 2017, respectively.
We
expect our revenues from license fees, non-recurring engineering fees and embedded sensor module sales will enable us to reduce
our operating losses going forward. In addition, we have improved the overall cost efficiency of our operations, as a result of
the transition from providing our customers a full custom design solution to providing standardized sensor modules which require
limited custom design work. We intend to continue to implement various measures to improve our operational efficiencies. No assurances
can be given that management will be successful in meeting its revenue targets and reducing its operating loss.
The
condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates continuity
of operations and the realization of assets and the repayment of liabilities in the ordinary course of business. Management evaluated
the significance of the Company’s operating loss and determined that the Company’s current operating plan and sources
of capital would be sufficient to alleviate concerns about the Company’s ability to continue as a going concern.
As
described immediately below, we have obtained capital through private placements in recent years and currently have the ability
to raise capital pursuant to an effective shelf registration statement.
In
the future, we may require sources of capital in addition to cash on hand to continue operations and to implement our strategy.
If our operations do not become cash flow positive, we may be forced to seek equity investments or debt arrangements. No assurances
can be given that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds
are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative
effect on our business, results of operations and financial condition. In addition, if funds are available, the issuance of equity
securities or securities convertible into equity could dilute the value of shares of our common stock and cause the market price
to fall, and the issuance of debt securities could impose restrictive covenants that could impair our ability to engage in certain
business transactions.
August
2017 Private Placement
In August 2017, we
entered into a Securities Purchase Agreement with accredited investors as part of a private placement pursuant to which we issued
a total of 9,750,000 shares of common stock at $1.00 per share, and warrants, for of an aggregate purchase price of $9.75 million
in gross proceeds. We received approximately $9.1 million in net proceeds. Under the terms of the 2017 Securities Purchase Agreement,
we also issued warrants (the “2017 Warrants”) to investors in the private placement to purchase up to a total of 3,250,001
shares of common stock at an exercise price of $2.00 per share. The 2017 Warrants will become exercisable on August 8, 2018, and
will expire on August 9, 2020. If the 2017 Warrants are fully exercised, we will receive approximately $6.5 million in proceeds.
There are no registration rights associated with the securities to be issued and sold pursuant to the 2017 Securities Purchase
Agreement.
Shelf
Registration Statement
In
March 2017, we filed a $20 million shelf registration statement with the SEC that became effective on March 24, 2017. We may from
time to time issue shares of our common stock under our shelf registration in amounts, at prices, and on terms to be announced
when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities
offered, will be described in a prospectus supplement and any other offering materials, at the time of the offering. Our shelf
registration statement will expire on March 24, 2020.
2.
Summary of Significant Accounting Policies
Principles
of Consolidation
The
condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) and include the accounts of Neonode Inc. and its wholly owned subsidiaries,
as well as Pronode Technologies AB, a 51% majority owned subsidiary of Neonode Technologies AB. The remaining 49% of Pronode Technologies
AB is owned by Propoint AB, located in Gothenburg, Sweden. Pronode Technologies AB was organized to sell engineering services
within the automotive markets. All inter-company accounts and transactions have been eliminated in consolidation.
Neonode
consolidates entities in which we have a controlling financial interest. We consolidate subsidiaries in which we hold, directly
or indirectly, more than 50% of the voting rights, and variable interest entities (VIEs) in which Neonode is the primary beneficiary.
In
June 2016, we entered into a Joint Venture (“JV”) with a Swedish based eye-tracking company SMART EYE AB. By combining
our technologies, we plan to bring multi-chip modules to the market for the consumer and automotive markets that provide new opportunities
for interaction with cars and devices. The name of the newly established JV is Neoeye AB (“Neoeye”).
We
use the equity method of accounting to record our investments in the common stock of each entity in which Neonode has the ability
to exercise significant influence, but does not own a majority equity interest. Under the equity method, our investment is originally
included in equity interests at cost, and is adjusted to recognize our share of net earnings or losses of the investee, in our
condensed consolidated balance sheets; our share of net income (loss) is reported in our condensed consolidated statements of
operations according to our equity ownership in each entity.
The
condensed consolidated balance sheets at June 30, 2018 and December 31, 2017 and the condensed consolidated statements of operations,
comprehensive loss and cash flows for the three and six months ended June 30, 2018 and 2017 include our accounts and those of
our wholly owned subsidiaries, Neonode Technologies AB (Sweden), Neonode Americas Inc. (U.S.), Neonode Japan Inc. (Japan), NEON
Technology Inc. (U.S.), Neno User Interface Solutions AB (Sweden), Neonode Korea Ltd. (South Korea) and Neonode Taiwan Ltd. (Taiwan),
as well as Pronode Technologies AB (Sweden), a 51% majority owned subsidiary of Neonode Technologies AB.
Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires making estimates and assumptions that affect, at the
date of the financial statements, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
and the reported amounts of revenue and expenses. Actual results could differ from these estimates. Significant estimates include,
but are not limited to: for revenue recognition, determining the nature and timing of satisfaction of performance obligations,
and determining the standalone selling price of performance obligations, variable consideration, and other obligations such as
product returns and refunds, and product warranties; provisions for uncollectible receivables; net realizable value of inventory;
recoverability of capitalized project costs and long-lived assets; the valuation allowance related to our deferred tax assets;
and the fair value of options and warrants issued for stock-based compensation.
Cash
We
have not had any liquid investments other than normal cash deposits with bank institutions to date. The Company considers all
highly liquid investments with original maturities of three months of less to be cash equivalents.
Concentration
of Cash Balance Risks
Cash
balances are maintained at various banks in the U.S., Japan, Korea, Taiwan and Sweden. For deposits held with financial institutions
in the U.S. the U.S. Federal Deposit Insurance Corporation, provides basic deposit coverage with limits up to $250,000 per owner.
The Swedish government provides insurance coverage up to 100,000 Euro per customer and covers deposits in all types of accounts.
The Japanese government provides insurance coverage up to 10,000,000 Yen per customer. The Korea Deposit Insurance Corporation
provides insurance coverage up to 50,000,000 Won per customer. The Central Deposit Insurance Corporation in Taiwan provides insurance
coverage up to 3,000,000 Taiwan Dollar per customer. At times, deposits held with financial institutions may exceed the amount
of insurance provided.
Accounts
Receivable and Allowance for Doubtful Accounts
Accounts receivable
is stated at net realizable value. Our policy is to maintain allowances for estimated losses resulting from the inability of our
customers to make required payments. Credit limits are established through a process of reviewing the financial history and stability
of each customer. Where appropriate, we obtain credit rating reports and financial statements of the customer when determining
or modifying its credit limits. We regularly evaluate the collectability of our trade receivable balances based on a combination
of factors. When a customer’s account balance becomes past due, we initiate dialogue with the customer to determine the
cause. If it is determined that the customer will be unable to meet its financial obligation, such as in the case of a bankruptcy
filing, deterioration in the customer’s operating results or financial position or other material events impacting its business,
we record a specific allowance to reduce the related receivable to the amount we expect to recover. Should all efforts fail to
recover the related receivable, we will write off the account. We also record an allowance for all customers based on certain
other factors including the length of time the receivables are past due and historical collection experience with customers. Our
allowance for doubtful accounts was approximately $149,000 as of June 30, 2018 and December 31, 2017.
Projects
in Process
Projects
in process consist of costs incurred toward the completion of various projects for certain customers. These costs are primarily
comprised of direct engineering labor costs and project-specific equipment costs. These costs are capitalized on our condensed
consolidated balance sheet as an asset and deferred until revenue for each project is recognized in accordance with our revenue
recognition policy. Costs capitalized in projects in process were $224,000 and $1,000 as of June 30, 2018 and December 31, 2017,
respectively.
Inventory
Inventory
is stated at the lower of cost, computed using the first-in, first-out method (“FIFO”) and net realizable value. Net
realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in
earnings in the current period. As of June 30, 2018, and December 31, 2017, the Company’s inventory consists primarily of
components that will be used in the manufacturing of our sensor modules. We segregate inventory for reporting purposes by raw
materials, work-in-process, and finished goods.
Raw
materials, work-in-process, and finished goods are as follows (in thousands):
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Raw materials
|
|
$
|
144
|
|
|
$
|
164
|
|
Work-in-Process
|
|
|
206
|
|
|
|
231
|
|
Finished goods
|
|
|
764
|
|
|
|
759
|
|
Ending inventory
|
|
$
|
1,114
|
|
|
$
|
1,154
|
|
Investment
in JV
We
have invested $3,000 for a 50% interest in Neoeye AB (see above). We account for our investment using the equity method of accounting
since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant
influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and
50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining
whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded
at cost, is adjusted to recognize our share of net earnings or losses of the investee and will be recognized in the consolidated
statements of operations and will also be adjusted by contributions to and distributions from Neoeye. The Company is not required
to guarantee any obligations of the JV. There have been no operations of Neoeye through June 30, 2018.
Neoeye,
as an unconsolidated equity investee, will recognize revenue from technology license agreements at the time a contract is entered
into, the license method is determined (paid-in-advance or on-going royalty), performance obligations under the license agreement
are satisfied, and the realization of revenue is assured, which is generally upon the receipt of the license proceeds. Neoeye
may at times enter into license agreements whereby contingent revenues are recognized as one or more contractual milestones have
been met.
We
review our investment in Neoeye to determine whether events or changes in circumstances indicate that the carrying amount may
not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and
near-term prospects of Neoeye. If a decline in value is deemed to be other than temporary, we would recognize an impairment
loss.
Property
and Equipment
Property
and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed
using the straight-line method based upon estimated useful lives of the assets as follows:
Estimated
useful lives
Computer equipment
|
|
|
3
years
|
|
Furniture and fixtures
|
|
|
5
years
|
|
Equipment
|
|
|
7
years
|
|
Equipment
purchased under a capital lease is recognized over the term of the lease, if that lease term is shorter than the estimated useful
life.
Upon
retirement or sale of property and equipment, cost and accumulated depreciation and amortization are removed from the accounts
and any gains or losses are reflected in the condensed consolidated statement of operations. Maintenance and repairs are charged
to expense as incurred.
Long-lived
Assets
We
assess any impairment by estimating the future cash flow from the associated asset in accordance with relevant accounting guidance.
If the estimated undiscounted future cash flow related to these assets decreases or the useful life is shorter than originally
estimated, we may incur charges for impairment of these assets. As of June 30, 2018, we believe there was no impairment of
our long-lived assets. There can be no assurance, however, that market conditions will not change or sufficient demand for our
products and services will continue, which could result in impairment of long-lived assets in the future.
Foreign
Currency Translation and Transaction Gains and Losses
The
functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona, the Japanese Yen, the South
Korean Won and the Taiwan Dollar. The translation from Swedish Krona, Japanese Yen, South Korean Won and Taiwan Dollar to U.S.
Dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income
statement accounts using a weighted-average exchange rate during the period. Gains or (losses) resulting from translation are
included as a separate component of accumulated other comprehensive income (loss). Foreign currency translation losses were $336,000
and $430,000 during the three and six months ended June 30, 2018, respectively, compared to translation gains of $115,000 and
$122,000 during the three and six months ended June 30, 2017, respectively. Gains (losses) resulting from foreign currency transactions
are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and were
$8,000 and $(21,000) during the three and six months ended June 30, 2018, respectively, compared to $1,000 and $21,000 during
the same periods in 2017, respectively.
Concentration
of Credit and Business Risks
Our
customers are located in U.S., Europe and Asia.
As
of June 30, 2018, four customers represented approximately 69% of the Company’s accounts receivable.
As
of December 31, 2017, two customers represented approximately 69% of the Company’s accounts receivable.
Customers
who accounted for 10% or more of our net revenues during the three months ended June 30, 2018 are as follows:
|
●
|
Hewlett
Packard Company – 29%
|
|
|
|
|
●
|
Canon–
15%
|
|
|
|
|
●
|
Seiko
Epson – 14%
|
|
|
|
|
●
|
Amazon
– 12%
|
Customers
who accounted for 10% or more of our net revenues during the six months ended June 30, 2018 are as follows:
|
●
|
Hewlett
Packard Company – 34%
|
|
|
|
|
●
|
Canon
– 14%
|
|
|
|
|
●
|
Seiko
Epson – 14%
|
Customers
who accounted for 10% or more of our net revenues during the three months ended June 30, 2017 are as follows:
|
●
|
Hewlett
Packard Company – 31%
|
|
|
|
|
●
|
Robert
Bosch – 11%
|
|
|
|
|
●
|
Canon
– 10%
|
Customers
who accounted for 10% or more of our net revenues during the six months ended June 30, 2017 are as follows:
|
●
|
Hewlett
Packard Company – 31%
|
|
|
|
|
●
|
Canon
– 14%
|
|
|
|
|
●
|
Robert
Bosch – 11%
|
Revenue
Recognition
We
recognize revenue when control of products is transferred to our customers, and when services are completed and accepted by our
customers; the amount of revenue we recognize reflects the consideration we expect to receive for those products or services.
Our contracts with customers may include combinations of products and services, for example, a contract that includes products
and related engineering services. We structure our contracts such that distinct performance obligations, such as product sales
or license fees, and related engineering services, are clearly defined in each contract.
Sales
of license fees and AirBar and sensor modules are on a per-unit basis; therefore, we generally satisfy performance obligations
as units are shipped to our customers. Non-recurring engineering service performance obligations are satisfied as work is performed
and accepted by our customers.
We
recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental
authorities. We treat all product shipping and handling charges (regardless of when they occur) as activities to fulfill the promise
to transfer goods, therefore we treat all shipping and handling charges as expenses.
Licensing
Revenues:
We
earn revenue from licensing our internally developed intellectual property (“IP”). We enter into IP licensing agreements
that generally provide licensees the right to incorporate our IP components in their products, with terms and conditions that
vary by licensee. Fees under these agreements may include license fees relating to our IP, and royalties payable to us following
the distribution by our licensees of products incorporating the licensed technology. The license for our IP has standalone value
and can be used by the licensee without maintenance and support.
For
technology license arrangements that do not require significant modification or customization of the underlying technology, we
recognize technology license revenue when the license is made available to the customer and the customer has a right to use that
license. At the end of each reporting period, we record unbilled license fees, using prior royalty revenue data by customer to
make accurate estimates of those royalties.
Explicit
return rights are not offered to customers. There have been no returns through June 30, 2018.
Engineering
Services:
For
technology license or sensor module contracts that require modification or customization of the underlying technology to adapt
that technology to customer use, we determine whether the technology license or sensor module, and engineering consulting services
represent separate performance obligations. We perform our analysis on a contract-by-contract basis. If there are separate performance
obligations, we determine the standalone selling price (“SSP”) of each separate performance obligation to properly
recognize revenue as each performance obligation is satisfied. We provide engineering consulting services to our customers under
a signed Statement of Work (“SOW”). Deliverables and payment terms are specified in each SOW. We generally charge
an hourly rate for engineering services, and we recognize revenue as engineering services specified in contracts are completed
and accepted by our customers. Any upfront payments we receive for future non-recurring engineering services are recorded as unearned
revenue until that revenue is earned.
We
believe that recognizing non-recurring engineering services revenues as progress towards completion of engineering services and
customer acceptance of those services occurs best reflects the economics of those transactions, because engineering services as
tracked in our systems correspond directly with the value to our customers of our performance completed to date. Hours performed
for each engineering project are tracked and reflect progress made on each project, and are charged at a consistent hourly rate.
Revenues
from engineering services contracts that are short-term in nature are recorded when those services are complete and accepted by
customers.
Revenues
from engineering services contracts with substantive defined deliverables for which payment terms in the SOW are commensurate
with the efforts required to produce such deliverables are recognized as they are completed and accepted by customers.
Estimated
losses on all SOW projects are recognized in full as soon as they become evident. In the quarters ended June 30, 2018 and 2017,
no losses related to SOW projects were recorded.
Optical
Sensor Modules Revenues:
We
earn revenue from sales of sensor modules hardware products to our OEM and Tier 1 supplier customers, who embed our hardware into
their products, and from sales of branded consumer products that incorporate our sensor modules sold through distributors or directly
to end users. These distributors are generally given business terms that allow them to return unsold inventory, receive credits
for changes in selling prices, and participate in various cooperative marketing programs. Our sales agreements generally provide
customers with limited rights of return and warranty provisions.
The
timing of revenue recognition related to AirBar modules depends upon how each sale is transacted - either point-of-sale or through
distributors. We recognize revenue for AirBar modules sold point-of-sale (online sales and other direct sales to customers) when
we provide the promised product to the customer.
Because
we generally use distributors to provide AirBar and sensor modules to our customers, however, we analyze the terms of distributor
agreements to determine when control passes from us to our distributors. For sales of AirBar and sensor modules sold through distributors,
revenues are recognized when our distributors obtain control over our products. Control passes to our distributors when we have
a present right to payment for products sold to distributors, the distributors have legal title to and physical possession of
products purchased from us, and the distributors have significant risks and rewards of ownership of products purchased.
Distributors
participate in various cooperative marketing and other incentive programs, and we maintain estimated accruals and allowances for
these programs. If actual credits received by distributors under these programs were to deviate significantly from our estimates,
which are based on historical experience, our revenue could be adversely affected.
Under
U.S. GAAP, companies may make reasonable aggregations and approximations of returns data to accurately estimate returns. Our AirBar
returns and warranty experience to date has enabled us to make reasonable returns estimates, which are supported by the fact that
our product sales involve homogenous transactions. The reserve for future sales returns is recorded as a reduction of our accounts
receivable and revenue and was insignificant as of June 30, 2018 and December 31, 2017. If the actual future returns were to deviate
from the historical data on which the reserve had been established, our revenue could be adversely affected.
The
following table presents disaggregated revenues by market for the three and six months ended June 30, 2018 and 2017 (dollars in
thousands):
|
|
Three
months ended
June 30, 2018
|
|
|
Three
months ended
June 30, 2017
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
Net license revenues from automotive
|
|
$
|
385
|
|
|
|
21
|
%
|
|
$
|
661
|
|
|
|
28
|
%
|
Net license revenues from consumer electronics
|
|
|
1,376
|
|
|
|
73
|
%
|
|
|
1,304
|
|
|
|
56
|
%
|
Net revenues from sensor modules
|
|
|
85
|
|
|
|
4
|
%
|
|
|
213
|
|
|
|
9
|
%
|
Net revenues from non-recurring
engineering
|
|
|
30
|
|
|
|
2
|
%
|
|
|
151
|
|
|
|
7
|
%
|
|
|
$
|
1,876
|
|
|
|
100
|
%
|
|
$
|
2,329
|
|
|
|
100
|
%
|
|
|
Six
months ended
June 30, 2018
|
|
|
Six
months ended
June 30, 2017
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
Net license revenues from automotive
|
|
$
|
904
|
|
|
|
21
|
%
|
|
$
|
1,258
|
|
|
|
27
|
%
|
Net license revenues from consumer electronics
|
|
|
3,180
|
|
|
|
75
|
%
|
|
|
2,828
|
|
|
|
61
|
%
|
Net revenues from sensor modules
|
|
|
137
|
|
|
|
3
|
%
|
|
|
423
|
|
|
|
9
|
%
|
Net revenues from non-recurring
engineering
|
|
|
30
|
|
|
|
1
|
%
|
|
|
152
|
|
|
|
3
|
%
|
|
|
$
|
4,251
|
|
|
|
100
|
%
|
|
$
|
4,661
|
|
|
|
100
|
%
|
Significant
Judgments
Our
contracts with customers may include promises to transfer multiple products and services to a customer, particularly when one
of our customers contracts with us for a product and related engineering services fees for customizing that product for our customer.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately
may require significant judgment. Judgment may also be required to determine the SSP for each distinct performance obligation
identified, although we generally structure our contracts such that performance obligations and pricing for each performance obligation
are specifically addressed. We currently have no outstanding contracts with multiple performance obligations; however, we recently
negotiated a contract that may include multiple performance obligations in the future.
Judgment
is also required to determine when control of products passes from us to our distributors, as well as the amounts of product that
may be returned to us. Our products are sold with a right of return, and we may provide other credits or incentives to our customers,
which could result in variability when determining the amount of revenue to recognize. At the end of each reporting period, we
use product returns history and additional information that becomes available to estimate returns and credits. We do not recognize
revenue if it is probable that a significant reversal of any incremental revenue would occur.
Finally,
judgment is required to determine the amount of unbilled license fees at the end of each reporting period.
Contract
Balances
Timing
of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional
right to receive future payments from customers, and we record unearned revenue when we receive prepayments or upfront payments
for goods or services from our customers.
|
|
June
30,
2018
|
|
|
December 31,
2017
|
|
Accounts receivable and unbilled revenue
|
|
$
|
1,793
|
|
|
$
|
1,010
|
|
Deferred revenues
|
|
|
546
|
|
|
|
1,248
|
|
The
timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenues (contract
assets), and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheet. Generally,
billing occurs subsequent to revenue recognition, resulting in contract assets; contract assets are generally classified as current.
The Company sometimes receives advances or deposits from its customers before revenue is recognized, which are reported as contract
liabilities and are generally classified as current. These assets and liabilities are reported on the consolidated balance sheet
on a contract-by-contract basis at the end of each reporting period.
The
opening balance of current accounts receivable, net of allowance for doubtful accounts, was $2.2 million as of January 1,
2018. As of June 30, 2018, and December 31, 2017, accounts receivable, net of allowance for doubtful accounts, were $1.8
million and $1.0 million, respectively, and are included in current assets on our condensed consolidated balance sheets.
There are no long-term accounts receivable related to contracts.
The
opening balance of deferred revenues was $0.9 million as of January 1, 2018. As of June 30, 2018, and December 31, 2017, deferred
revenues was $0.5 million and $1.2 million, respectively, and is included in current liabilities on our consolidated balance sheets.
There are no long-term liabilities related to contracts.
We
do not anticipate impairment of our contract asset related to license fee revenues, given the creditworthiness of our customers
whose invoices comprise the balance in that asset account. We will continue to monitor the timeliness of receipts from those customers,
however, to assess whether the contract asset has been impaired.
The
allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We
determine the allowance based on known troubled accounts, historical experience, and other currently available evidence. The balance
in the allowance for doubtful accounts was $149,000 as of June 30, 2018 and December 31, 2017.
Payment
terms and conditions vary by the type of contract; however, payments generally occur 30-60 days after invoicing for license fees
and sensor modules to our resellers and distributors. Where revenue recognition timing differs from invoice timing, we have determined
that our contracts do not include a significant financing component. Our intent is to provide our customers with consistent invoicing
terms for the convenience of our customers, not to receive financing from our customers.
Costs
to Obtain Contracts
We
record the incremental costs of obtaining a contract with a customer as an asset, if we expect the benefit of those costs to cover
a period greater than one year. We currently have no incremental costs that must be capitalized.
We
expense as incurred costs of obtaining a contract when the amortization period of those costs would have been less than or equal
to one year.
Product
Warranty
The
following table summarizes the activity related to the product warranty liability (in thousands):
|
|
June
30,
2018
|
|
|
December 31,
2017
|
|
Balance at beginning of period
|
|
$
|
35
|
|
|
$
|
11
|
|
Provisions for warranty issued
|
|
|
-
|
|
|
|
24
|
|
Balance at end of period
|
|
$
|
35
|
|
|
$
|
35
|
|
We
accrue for warranty costs as part of cost of sales of sensor modules based on estimated costs. Our products are generally covered
by a warranty for a period of 12 to 36 months from customer receipt of the product.
Deferred
Revenues
Deferred
revenues consist primarily of prepayments for license fees, and other products or services for which we have been paid in advance,
and earn the revenue when we transfer control of the product or service. Deferred revenues may also include upfront payments for
consulting services to be performed in the future, such as non-recurring engineering services.
We
defer license fees until we have met all accounting requirements for revenue recognition as per unit royalty products are distributed
and available to our customers. Engineering development fee revenues are deferred until the engineering work has been completed
and accepted by our customers.
The
following table presents our deferred revenues (in thousands):
|
|
June
30,
2018
|
|
|
December 31,
2017
|
|
Deferred license fees
|
|
$
|
280
|
|
|
$
|
1,089
|
|
Deferred AirBar revenues
|
|
|
60
|
|
|
|
137
|
|
Deferred sensor modules revenues
|
|
|
19
|
|
|
|
22
|
|
Deferred non-recurring engineering
fees
|
|
|
187
|
|
|
|
-
|
|
|
|
$
|
546
|
|
|
$
|
1,248
|
|
The
opening balance of deferred revenues after adjustment pursuant to ASC 606 was $0.9 million as of January 1, 2018.
Changes
in deferred revenues were as follows (in thousands):
|
|
June
30, 2018
|
|
|
|
Balances
excluding
revenue
standard
|
|
|
Impact
of Revenue
Standard
|
|
|
As
Reported
|
|
Deferred revenues
|
|
$
|
707
|
|
|
$
|
(161
|
)
|
|
$
|
546
|
|
Contracted
revenue not yet recognized was $0.5 million as of June 30, 2018; we expect to recognize approximately 100% of that revenue over
the next twelve months.
Advertising
Advertising
costs are expensed as incurred. Advertising costs for the three and six months ended June 30, 2018 amounted to approximately $27,000
and $70,000 respectively. Advertising costs for the three and six months ended June 30, 2017 amounted to approximately $166,000
and $313,000, respectively.
Research
and Development
Research
and development (“R&D”) costs are expensed as incurred. R&D costs consist primarily of personnel related costs
in addition to some external consultancy costs such as testing, certifying and measurements.
Stock-Based
Compensation Expense
We
measure the cost of employee services received in exchange for an award of equity instruments, including share options, based
on the estimated fair value of the award on the grant date, and recognize the value as compensation expense over the period the
employee is required to provide services in exchange for the award, usually the vesting period.
We
account for equity instruments issued to non-employees at their estimated fair value. The measurement date for the estimated fair
value for the equity instruments issued is determined at the earlier of (1) the date at which a commitment for performance by
the consultant or vendor is reached, or (2) the date at which the consultant or vendor’s performance is complete. In the
case of equity instruments issued to consultants, the fair value of the equity instruments is primarily recognized over the term
of the consulting agreement. The estimated fair value of the stock-based compensation is periodically re-measured and income or
expense is recognized during the vesting term.
When
determining stock-based compensation expense involving options and warrants, we determine the estimated fair value of options
and warrants using the Black-Scholes option pricing model.
Noncontrolling
Interests
The
Company recognizes noncontrolling interests as equity in the condensed consolidated financial statements separate from the parent
company’s equity. Noncontrolling interests’ partners have less than 50% share of voting rights at any one of the subsidiary
level companies. The amount of net income (loss) attributable to non-controlling interests is included in consolidated net income
(loss) on the face of the condensed consolidated statements of operations. Changes in a parent entity’s ownership interest
in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling
financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain
or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating
losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest
partner.
The
Company provides either in the condensed consolidated statement of stockholders’ equity, if presented, or in the notes to
condensed consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount
of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling
interest that separately discloses:
|
(1)
|
Net
income or loss.
|
|
(2)
|
Transactions
with owners acting in their capacity as owners, showing separately contributions from and distributions to owners.
|
|
(3)
|
Each
component of other comprehensive income or loss.
|
Income
Taxes
We
recognize deferred tax liabilities and assets for the expected future tax consequences of items that have been included in the
consolidated financial statements or tax returns. We estimate income taxes based on rates in effect in each of the jurisdictions
in which we operate. Deferred income tax assets and liabilities are determined based upon differences between the financial statement
and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected
to reverse. The realization of deferred tax assets is based on historical tax positions and expectations about future taxable
income. Valuation allowances are recorded against net deferred tax assets when, in our opinion, realization is uncertain based
on the “more likely than not” criteria of the accounting guidance.
Based
on the uncertainty of future pre-tax income, we fully reserved our net deferred tax assets as of June 30, 2018 and December 31,
2017. In the event we were to determine that we would be able to realize our deferred tax assets in the future, an adjustment
to the deferred tax asset would increase income in the period such determination was made. The provision for income taxes represents
the net change in deferred tax amounts, plus income taxes paid or payable for the current period.
We
follow U.S. GAAP related accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing,
de-recognizing and measuring uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized
tax benefits. As of June 30, 2018, and December 31, 2017, we had no unrecognized tax benefits.
On
December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was signed into law and the new legislation contains
several key tax provisions that affected us, including the one-time mandatory transition tax on accumulated foreign earnings and
a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018, among other changes. We are
required to recognize the effect of the tax law changes in the period of enactment. Since we have negative accumulated foreign
earnings, we are not subject to the one-time repatriation tax. We have re-measured our U.S. deferred tax assets and liabilities,
which resulted in a reduction of our net deferred tax assets with a corresponding adjustment to valuation allowance. As a result,
no tax expense is recorded related to the enactment of the Tax Act. We have considered the accounting of deferred tax re-measurement
and one-time transition tax calculation to be complete.
Net
Loss per Share
Net
loss per share amounts has been computed based on the weighted average number of shares of common stock outstanding during
the three months ended June 30, 2018 and 2017. Net loss per share, assuming dilution amounts from common stock
equivalents, is computed based on the weighted-average number of shares of common stock and potential common stock
equivalents outstanding during the period. The weighted-average number of shares of common stock and potential common stock
equivalents used in computing the net loss per share for the three and six months ended June 30, 2018 and 2017 exclude the
potential common stock equivalents, as the effect would be anti-dilutive (See Note 7).
Other
Comprehensive Income (Loss)
Our
other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation
gains and losses are reflected as a separate component of stockholders’ equity in the condensed consolidated balance sheets
as accumulated other comprehensive loss.
Cash
Flow Information
Cash
flows in foreign currencies have been converted to U.S. Dollars at an approximate weighted-average exchange rate for the respective
reporting periods. The weighted-average exchange rate for the condensed consolidated statements of operations was as follows:
|
|
Six
months ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
Swedish Krona
|
|
|
8.38
|
|
|
|
8.87
|
|
Japanese Yen
|
|
|
108.71
|
|
|
|
112.41
|
|
South Korean Won
|
|
|
1,074.69
|
|
|
|
1,138.83
|
|
Taiwan Dollar
|
|
|
29.52
|
|
|
|
30.64
|
|
Exchange
rate for the consolidated balance sheets was as follows:
|
|
As
of
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Swedish Krona
|
|
|
8.92
|
|
|
|
8.21
|
|
Japanese Yen
|
|
|
110.65
|
|
|
|
112.65
|
|
South Korean Won
|
|
|
1,113.73
|
|
|
|
1,066.31
|
|
Taiwan Dollar
|
|
|
30.46
|
|
|
|
29.66
|
|
Fair
Value of Financial Instruments
We
disclose the estimated fair values for all financial instruments for which it is practicable to estimate fair value. Financial
instruments including cash, accounts receivable, accounts payable and accrued expenses and are deemed to approximate fair value
due to their short maturities.
New
Accounting Pronouncements
In
May 2014, the FASB issued Accounting Standards Update 2014-09 to address the new revenue recognition accounting standard, ASC
606 - Revenues from Contracts with Customers. The new standard was effective January 1, 2018 for public entities. Under the new
standard, revenue is recognized upon transfer of control of goods or services to customers, and the amount of revenue recognized
should reflect the consideration expected to be received for the transfer of those goods or services to customers. Disclosures
are required to describe the nature, amount, timing, and uncertainty of revenue and cash flows that may arise from contracts with
customers.
We
adopted the new standard on January 1, 2018. For cost and time efficiency purposes, we used the modified retrospective (“cumulative-effect”)
approach to implement the new revenue recognition standard. We elected to apply that approach only to contracts not substantially
complete at January 1, 2018.
We
may from time to time negotiate contract modifications to contracts with our customers. While using the cumulative-effect approach
for our revenue recognition implementation, we found that there was one contract that was modified before the beginning of the
earliest reporting period presented. We elected to not apply the practical expedient related to contract modification because
that contract was the only contract modified during the past several years, and we determined that the modified contract in substance
represented a new contract for a new product. Therefore, the original contract and contract modification were treated as separate
contracts for purposes of contract analysis.
Use
of the cumulative-effect approach required us to make an opening adjustment to equity rather than recast prior year financial
data; therefore, comparability of financial statements was impacted.
The
most significant impact of the standard going forward relates to our accounting for license fee revenues. In prior years, we recognized
license fee revenues after receipt of royalty reports from our customers; those royalty reports were often subject to reporting
lags of five days to three months. We have requested that our customers provide more timely license fee royalty reports (with
a maximum one-month lag), and we estimate any license fee revenue still subject to lag reporting. We use our royalty history with
each customer to most accurately estimate the remaining royalties not yet reported to us at the end of each reporting period.
There
was no adjustment related to AirBar and sensor modules; however, there will be a change in the timing of revenue recognition in
the future. The timing of revenue recognition related to our AirBar and sensor modules depends upon how each sale is transacted
- either point-of-sale or through distributors. Revenue recognition timing for AirBar modules sold point-of-sale (online sales
and other direct sales to consumers) remains unchanged; revenue is recognized when we provide the promised product to the customer.
In prior years, we did not recognize revenues related to our AirBar and sensor modules sold through distributors until those products
were sold through to end customers. For sales of AirBar and sensor modules through distributors, revenues are now recognized when
our distributors obtain control over our products; control passes to our distributors depending upon a number of factors.
Although
we are entitled to an optional exemption from disclosure of variable consideration related to AirBar and sensor modules under
the new standard, we plan to continue to disclose variable consideration related to sales of AirBar and sensor modules.
There
was no cumulative adjustment related to non-recurring engineering fees, because all outstanding engineering projects were completed
as of December 31, 2017.
The following table summarizes the impact of the new revenue standard on the Company’s condensed
consolidated statement of operations for the three and six months ended June 30, 2018 and condensed consolidated balance sheet
as of June 30, 2018:
|
|
Three months ended June 30, 2018
|
|
|
|
Balances
excluding
revenue
standard
|
|
|
Impact of Revenue
Standard
|
|
|
As
Reported
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
License fees
|
|
$
|
1,467
|
|
|
$
|
294
|
|
|
$
|
1,761
|
|
Sensor modules
|
|
|
85
|
|
|
|
-
|
|
|
|
85
|
|
Non-recurring engineering
|
|
|
30
|
|
|
|
-
|
|
|
|
30
|
|
Total Revenues
|
|
$
|
1,582
|
|
|
$
|
294
|
|
|
$
|
1,876
|
|
|
|
Six months ended June 30, 2018
|
|
|
|
Balances
excluding
revenue
standard
|
|
|
Impact of Revenue
Standard
|
|
|
As
Reported
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
License fees
|
|
$
|
4,020
|
|
|
$
|
64
|
|
|
$
|
4,084
|
|
Sensor modules
|
|
|
137
|
|
|
|
-
|
|
|
|
137
|
|
Non-recurring engineering
|
|
|
30
|
|
|
|
-
|
|
|
|
30
|
|
Total Revenues
|
|
$
|
4,187
|
|
|
$
|
64
|
|
|
$
|
4,251
|
|
|
|
June
30, 2018
|
|
|
|
Balances
excluding
revenue
standard
|
|
|
Impact
of Revenue
Standard
|
|
|
As
Reported
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Accounts receivable and unbilled revenue,
net
|
|
$
|
307
|
|
|
$
|
1,486
|
|
|
$
|
1,793
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenues
|
|
$
|
707
|
|
|
$
|
(161
|
)
|
|
$
|
546
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
$
|
(185,466
|
)
|
|
$
|
1,647
|
|
|
$
|
(183,819
|
)
|
Adoption
of the new standard resulted in an increase in accounts receivable and unbilled revenue, due to an adjustment to equity to record
license fees that had not yet been reported, as well as a reduction of deferred revenues, due to an adjustment to equity to apply
license fee prepayments to revenues.
Adoption
of the new revenue recognition standard had no impact on cash provided by or used in operating, financing, or investing activities
on our condensed consolidated statements of cash flows.
We
implemented internal controls effective January 1, 2018 to ensure that we properly evaluate our contracts and review assumptions
we make for revenue estimates, and we assessed the impact of the new accounting standard related to revenue recognition on our
consolidated financial statements to facilitate our adoption of the new standard on January 1, 2018.
In
February 2016, the FASB issued ASU No. 2016-02, “
Leases (Topic 842)
” (“ASU 2016-02”). Under ASU
2016-02, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement
date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted
basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified
asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years. Early application is permitted. Lessees must apply a modified retrospective transition approach for
leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.
The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative
period presented. Lessees may not apply a full retrospective transition approach. We currently have a limited number of leased
capital assets. We maintain a lease inventory for those assets, and they are currently reported on our condensed consolidated
balance sheets. We also have a small number of leases which are currently classified as operating leases; we will compile and
analyze those leases during the transition to the new standard. We expect that the transition may result in additions and changes
to classifications on our condensed consolidated balance sheets, and changes to disclosures. However, because of the small number
of assets we lease, we do not need to make systems changes to comply with the new standard. We plan to continue to track those
leased assets outside of our accounting systems. We will assess the accounting and possible tax impacts during the coming months;
however, we do not expect material changes in financial ratios, leasing practices, or tax reporting.
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses
on Financial Instruments” (“ASU 2016-13”). The new standard requires entities to measure all expected credit
losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable
forecasts. ASU 2016-13 will become effective for us for fiscal years beginning after December 15, 2019, with early adoption permitted.
We are currently evaluating the impact ASU 2016-13 will have on our consolidated financial statements.
3.
Stockholders’ Equity
Common
Stock
During
the six months ended June 30, 2018, there were no activities that affected common stock.
August
2017 Private Placement
On
August 2, 2017, we entered into a Securities Purchase Agreement with accredited investors as part of a private placement pursuant
to which we issued a total of 9,750,000 shares of common stock at $1.00 per share, and warrants, for an aggregate purchase price
of $9.75 million in gross proceeds (see Note 1 for additional details).
Preferred
Stock
We
have one class of preferred stock outstanding. There were no activities that affected preferred stock during the six months ended
June 30, 2018.
Conversion
of Preferred Stock Issued to Common Stock
The
following table summarizes the amounts as of June 30, 2018.
|
|
Shares
of Preferred Stock Not Exchanged as of June 30,
2018
|
|
|
Conversion
Ratio
|
|
|
Shares
of Common Stock after Conversion of all Outstanding Shares of Preferred Stock Not yet Exchanged at June 30,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B Preferred stock
|
|
|
83
|
|
|
|
132.07
|
|
|
|
10,962
|
|
Warrants
As of both June 30,
2018 and December 31, 2017, there were 11,163,677 warrants to purchase common stock outstanding, respectively. During 2017, we
agreed to issue the 2017 Warrants to investors in the August 2017 private placement to purchase up to a total of approximately
3,250,000 shares of common stock at an exercise price of $2.00 per share. The 2017 Warrants will become exercisable 12 months
from the date of issuance and will expire three years from the date of issuance. If the 2017 Warrants are fully exercised, we
will receive approximately $6.5 million in cash.
4.
Stock-Based Compensation
The stock-based compensation expense for
the three and six months ended June 30, 2018 and 2017 reflects the estimated fair value of the vested portion of options granted
to employees, directors and eligible consultants. In addition, on April 11, 2018, the Company issued to the CEO, Håkan Persson,
a total of 300,000 immediately vested options to purchase shares of the Company’s common stock at an exercise price of $1.50
per share that expire on April 11, 2021. The purchase price of the stock options was determined to be $0.04 per option for a total
amount of $12,000. Under Sweden law, the CEO is required to purchase the stock options from the Company, therefore the $12,000
was recorded as stock-based compensation expense. At the discretion of the board of directors, the Company absorbed the cost and
recorded the amount as a bonus to this employee on date of grant. Stock-based compensation expense in the accompanying condensed
consolidated statements of operations is as follows (in thousands):
|
|
Three
months ended
June 30,
|
|
|
Six
months ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Sales and marketing
|
|
|
(2
|
)
|
|
|
14
|
|
|
|
6
|
|
|
|
28
|
|
General and administrative
|
|
|
19
|
|
|
|
5
|
|
|
|
23
|
|
|
|
11
|
|
Total stock-based compensation
expense
|
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
29
|
|
|
$
|
39
|
|
|
|
|
Remaining
unrecognized
expense
at
June
30,
2018
|
|
Stock-based compensation
|
|
$
|
-
|
|
The
estimated fair value of stock-based awards is calculated using the Black-Scholes option pricing model, even though this model
was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ
significantly from our stock options. The Black-Scholes model also requires subjective assumptions, including future stock price
volatility and expected time to exercise, which greatly affect the calculated values. The expected term and forfeiture rate of
options granted is derived from historical data on employee exercises and post-vesting employment termination behavior, as well
as expected behavior on outstanding options. The risk-free rate is based on the U.S. Treasury rates in effect during the corresponding
period of grant. The expected volatility is based on the historical volatility of our stock price. These factors could change
in the future, which would affect fair values of stock options granted in such future periods, and could cause volatility in the
total amount of the stock-based compensation expense reported in future periods.
Stock
Options
We have adopted equity
incentive plans for which stock options and restricted stock awards are available to grant to employees, consultants and directors.
Except for the 300,000 options issued to the CEO (see above), all employee, consultant and director stock options granted under
our stock option plans have an exercise price equal to the market value of the underlying common stock on the grant date. There
are no vesting provisions tied to performance conditions for any options, as vesting for all outstanding option grants was based
only on continued service as an employee, consultant or director. All of our outstanding stock options and restricted stock awards
are classified as equity instruments.
As
of June 30, 2018, we had two equity incentive plans:
|
●
|
The
2006 Equity Incentive Plan; and
|
|
|
|
|
●
|
The
2015 Stock Incentive Plan
|
A
summary of the combined activity under all of the stock option plans is set forth below:
|
|
Number
of
Options
Outstanding
|
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding at January 1, 2018
|
|
|
1,756,000
|
|
|
$
|
4.20
|
|
Granted
|
|
|
300,000
|
|
|
|
1.50
|
|
Cancelled
|
|
|
(584,000
|
)
|
|
|
4.10
|
|
Expired
|
|
|
(260,000
|
)
|
|
|
4.15
|
|
Outstanding at June 30, 2018
|
|
|
1,212,000
|
|
|
$
|
3.59
|
|
The
aggregate intrinsic value of the 1,212,000 stock options that are outstanding, vested and expected to vest as of June 30, 2018
was $0.
For
the three and six months ended June 30, 2018 and 2017, we recorded $17,000 and $29,000 and $19,000 and $39,000, respectively,
of compensation expense related to the vesting of stock options. The fair value of the stock-based compensation was calculated
using the Black-Scholes option pricing model as of the date of grant of the stock option.
During the six months ended June 30, 2018, we granted 300,000 options to purchase shares of our common
stock to the CEO with a grant fair value of $6,000 computed using the Black-Scholes option pricing model. The weighted average
grant date fair value of the options during the six months ended June 30, 2018 was $0.02. We did not grant any options to purchase
shares to any of the members of our board of directors.
See below for assumptions used in the valuation
of stock options:
|
|
For the six months ended
|
|
|
|
June 30,
2018
|
|
|
|
|
|
Annual dividend yield
|
|
|
-
|
|
Expected life (years)
|
|
|
1.50
|
|
Risk-free interest rate
|
|
|
2.2
|
%
|
Expected volatility
|
|
|
71
|
%
|
Stock
options granted under the 2006 and 2015 Plans are exercisable over a maximum term of ten years from the date of grant, vest in
various installments over a one to four-year period and have exercise prices reflecting the market value of the shares of common
stock on the date of grant.
5.
Commitments and Contingencies
Indemnities
and Guarantees
Our
bylaws require that we indemnify each of our executive officers and directors for certain events or occurrences arising as a result
of the officer or director serving in such capacity. The term of the indemnification period is for the officer’s or director’s
lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements
is unlimited. However, we have a directors’ and officers’ liability insurance policy that should enable us to recover
a portion of future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification
agreements is minimal and we have no liabilities recorded for these agreements as of June 30, 2018 and December 31, 2017.
We
enter into indemnification provisions under our agreements with other companies in the ordinary course of business, typically
with business partners, contractors, customers and landlords. Under these provisions we generally indemnify and hold harmless
the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities or, in some cases,
as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications
relating to representations made by us with regard to intellectual property rights. These indemnification provisions generally
survive termination of the underlying agreement. The maximum potential amount of future payments we could be required to make
under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related
to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly,
we have no liabilities recorded for these indemnification provisions as of June 30, 2018 and December 31, 2017.
Non-Recurring
Engineering Development Costs
On
April 25, 2013, we entered into an Analog Device Development Agreement with an effective date of December 6, 2012 (the “NN1002
Agreement”) with Texas Instruments pursuant to which Texas Instruments agreed to integrate Neonode’s intellectual
property into an application specific integrated circuit (“ASIC”). The NN1002 ASIC can only be sold by Texas Instruments
exclusively to licensees of Neonode. Under the terms of the NN1002 Agreement, we agreed to reimburse Texas Instruments up to $500,000
of non-recurring engineering costs based on shipments of the NN1002. Under the terms of the NN1002 Agreement, we also agreed
to reimburse Texas Instruments a non-recurring engineering fee of $0.25 per unit for each of the first two million units sold.
The NN1002 began shipping to customers in 2015. As of June 30, 2018, we had made no payments under the NN1002 Agreement.
On
December 4, 2014, we entered into an Analog Device Development Agreement (the “NN1003 Agreement”) with ST Microelectronics
International N.V. pursuant to which ST Microelectronics agreed to integrate Neonode’s intellectual property into an ASIC
(“NN1003 ASIC”). The NN1003 ASIC can only be sold by ST Microelectronics exclusively to licensees of Neonode. Under
the terms of the NN1003 Agreement, we agreed to reimburse ST Microelectronics up to $835,000 of non-recurring engineering costs
as follows:
|
●
|
$235,000
at the feasibility review and contract signature (paid in full);
|
|
|
|
|
●
|
$300,000
on completion of tape-out (paid in full); and
|
|
|
|
|
●
|
$300,000
on completion on product validation (paid in full).
|
Under
the terms of the NN1003 Agreement, we also will reimburse ST Microelectronics a non-recurring engineering fee of $5.00 per each
of the first 10,000 units sold. As of June 30, 2018, we had made no additional payments under the NN1003 Agreement.
6.
Segment Information
We
have one reportable segment, which is comprised of the touch technology licensing and sensor module business. All of our sales
for the three and six months ended June 30, 2018 and 2017 were to customers located in the U.S., Europe and Asia. The Company
reports revenues from external customers based on the country where the customer is located. Of our total assets, 45% and 28%
were held in the U.S. as of June 30, 2018 and December 31, 2017, respectively, and 54% and 71% were held in Sweden as of June
30, 2018 and December 31, 2017, respectively.
The
following table presents net revenues by geographic area for the three and six months ended June 30, 2018 and 2017 (in thousands):
|
|
Three months ended
June 30, 2018
|
|
|
Three months ended
June 30, 2017
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
United States
|
|
$
|
792
|
|
|
|
42
|
|
|
$
|
1,136
|
|
|
|
49
|
|
Japan
|
|
|
708
|
|
|
|
38
|
|
|
|
448
|
|
|
|
19
|
|
Germany
|
|
|
181
|
|
|
|
10
|
|
|
|
251
|
|
|
|
11
|
|
China
|
|
|
69
|
|
|
|
4
|
|
|
|
270
|
|
|
|
12
|
|
Sweden
|
|
|
4
|
|
|
|
-
|
|
|
|
86
|
|
|
|
3
|
|
Taiwan
|
|
|
46
|
|
|
|
2
|
|
|
|
24
|
|
|
|
1
|
|
Singapore
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
40
|
|
|
|
2
|
|
Canada
|
|
|
-
|
|
|
|
-
|
|
|
|
27
|
|
|
|
1
|
|
United Arab Emirates
|
|
|
48
|
|
|
|
3
|
|
|
|
-
|
|
|
|
-
|
|
South Korea
|
|
|
23
|
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
India
|
|
|
-
|
|
|
|
-
|
|
|
|
19
|
|
|
|
1
|
|
Switzerland
|
|
|
-
|
|
|
|
-
|
|
|
|
14
|
|
|
|
1
|
|
Other
|
|
|
6
|
|
|
|
-
|
|
|
|
14
|
|
|
|
1
|
|
|
|
$
|
1,876
|
|
|
|
100
|
%
|
|
$
|
2,329
|
|
|
|
100
|
%
|
|
|
Six months ended
June 30, 2018
|
|
|
Six months ended
June 30, 2017
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
United States
|
|
$
|
1,931
|
|
|
|
45
|
|
|
$
|
2,226
|
|
|
|
48
|
|
Japan
|
|
|
1,496
|
|
|
|
35
|
|
|
|
896
|
|
|
|
19
|
|
Germany
|
|
|
409
|
|
|
|
10
|
|
|
|
570
|
|
|
|
12
|
|
China
|
|
|
198
|
|
|
|
5
|
|
|
|
539
|
|
|
|
12
|
|
Taiwan
|
|
|
110
|
|
|
|
3
|
|
|
|
94
|
|
|
|
2
|
|
Sweden
|
|
|
9
|
|
|
|
-
|
|
|
|
93
|
|
|
|
2
|
|
Singapore
|
|
|
-
|
|
|
|
-
|
|
|
|
108
|
|
|
|
2
|
|
Canada
|
|
|
-
|
|
|
|
-
|
|
|
|
77
|
|
|
|
2
|
|
United Arab Emirates
|
|
|
48
|
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
50
|
|
|
|
1
|
|
|
|
58
|
|
|
|
1
|
|
|
|
$
|
4,251
|
|
|
|
100
|
%
|
|
$
|
4,661
|
|
|
|
100
|
%
|
The
following table presents long-lived assets by geographic region (in thousands):
|
|
June
30,
2018
|
|
|
December
31,
2017
|
|
Long-lived assets in North America
|
|
$
|
3
|
|
|
$
|
3
|
|
Long lived assets in Asia
|
|
|
4
|
|
|
|
6
|
|
Long-lived assets in Europe
|
|
|
2,689
|
|
|
|
3,318
|
|
|
|
$
|
2,696
|
|
|
$
|
3,327
|
|
7.
Net Loss per Share
Basic
net loss per common share for the three and six months ended June 30, 2018 and 2017 was computed by dividing the net loss attributable
to Neonode Inc. for the relevant period by the weighted average number of shares of common stock outstanding. Diluted loss per
common share is computed by dividing net loss attributable to Neonode Inc. by the weighted average number of shares of common
stock and common stock equivalents outstanding.
Potential
common stock equivalents of approximately 0 and 1,000 outstanding stock options and 3.5 million and 4.7 million outstanding stock
warrants under the treasury stock method, and 11,000 and 11,000 shares issuable upon conversion of preferred stock are excluded
from the diluted earnings per share calculation for the six months ended June 30, 2018 and 2017, respectively, due to their anti-dilutive
effect.
(in thousands, except per share
amounts)
|
|
Three
months ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
BASIC AND DILUTED
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding
|
|
|
58,595
|
|
|
|
48,845
|
|
Net loss attributable to Neonode
Inc.
|
|
$
|
(964
|
)
|
|
$
|
(998
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and
diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
(in thousands, except per share
amounts)
|
|
Six
months ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
BASIC AND DILUTED
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding
|
|
|
58,595
|
|
|
|
48,845
|
|
Net loss attributable to Neonode
Inc.
|
|
$
|
(1,657
|
)
|
|
$
|
(1,871
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and
diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
8.
Subsequent Events
We
have evaluated subsequent events through the filing date of this Form 10-Q, and determined that no subsequent events have occurred
that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than
as discussed in the accompanying notes.