The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
The accompanying notes are an integral part
of these condensed consolidated financial statements.
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 nine months ended September 30, 2020 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 nine months ended September 30, 2020 and 2019 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, 2019.
Operations
Neonode Inc., collectively
with its subsidiaries is referred to as “Neonode” or the “Company”, develops optical touch and gesture
control solutions for human interaction with devices and remote sensing solutions for driver monitoring and cabin monitoring features
in automotive and other applications.
Our operations from
January 1, 2020 focused on three different business areas, human machine interface (“HMI”) Solutions, HMI Products
and Remote Sensing Solutions. In HMI Solutions, Neonode offers customized optical touch and gesture control solutions for many
different markets and segments. In HMI Products, the Company provides plug-and-play sensor modules that enable touch on any surface,
in-air touch, and gesture control for a wide range of applications. In Remote Sensing Solutions, Neonode offers driver and cabin
monitoring solutions for vehicles based on the Company’s flexible, scalable and hardware-agnostic software platform.
Liquidity
We have incurred significant
operating losses and negative cash flows from operations since our inception. The Company incurred net losses attributable to
Neonode Inc. of approximately $1.6 million and $4.3 million and $1.1 million and $2.9 million for the three and nine months ended
September 30, 2020 and 2019, respectively, and had an accumulated deficit of approximately $194.8 million and $190.5 million as
of September 30, 2020 and December 31, 2019, respectively. In addition, operating activities used cash of approximately $3.7 million
and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively.
On June 17, 2020, the
Company entered into short-term loan facilities (the “Loan Agreements”) with two entities beneficially owned respectively
by each of Ulf Rosberg and Peter Lindell, directors of Neonode (each, a “Director”). Pursuant to the Loan Agreements,
each Director made 16,145,000 SEK (Swedish Krona), which is approximately $1.7 million in U.S. dollars, principal amount available
to the Company. The Company made an initial drawdown of an aggregate of approximately $1.0 million under the Loan Agreements.
On August 5, 2020,
the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional and
accredited investors as part of a private placement (the “Private Placement”).
On August 6, 2020,
in connection with the Private Placement, Neonode designated (i) 365 shares of its authorized and unissued preferred stock as Series
C-1 5% Convertible Preferred Stock (the “Series C-1 Preferred Stock”) by filing a Series C-1 Certificate of Designation
of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware and (ii) 4,084 shares of its authorized
and unissued preferred stock as Series C-2 5% Convertible Preferred Stock (the “Series C-2 Preferred Stock”) by filing
a Series C-2 Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware.
The Series C-1 Preferred Stock and Series C-2 Preferred Stock are substantially the same, except the conversion of the Series C-2
Preferred Stock requires additional shareholder approval in accordance with Nasdaq listing rules.
On August 7, 2020,
Neonode issued 517 shares of Series C-2 Preferred Stock to UMR Invest AB, the entity beneficially owned by Ulf Rosberg, to repay
the indebtedness and accrued interest under the Loan Agreement. To effect a similar transaction with entities beneficially owned
by the other Director, Peter Lindell, (i) on August 7, 2020, at the closing of the Private Placement, Cidro Förvaltning AB
paid for an additional 517 shares of Series C-2 Preferred Stock, and (ii) on August 10, 2020, the next business day after the closing
of the Private Placement, Neonode repaid to Cidro Holding AB the debt and accrued interest due under the Loan Agreement, an amount
that equaled the price of the 517 shares of Series C-2 Preferred Stock. As a result of the repayments to each Director, the Loan
Agreements terminated in accordance with their terms.
The closing of
the Private Placement occurred on August 7, 2020.
Pursuant to the Securities
Purchase Agreement, Neonode issued a total of 1,611,845 shares of common stock (the “Common Shares”) at a price of
$6.50 per Common Share, and a total of 3,415 shares with a conversion price of $6.50 per share and a stated value of $1,000 of
Series C-1 Preferred Stock and Series C-2 Preferred Stock, for an aggregate purchase price of $13.9 million in gross proceeds.
Ulf Rosberg and Peter Lindell, directors of Neonode, and Urban
Forssell the Chief Executive Officer of Neonode purchased an aggregate of $3.1 million of the Series C-2 Preferred Stock pursuant
to the Securities Purchase Agreement.
The net proceeds of
the Private Placement are being used for working capital purposes.
Pursuant to their terms
and the provisions of the Securities Purchase Agreement, the Series C-1 Preferred Stock and Series C-2 Preferred Stock (together,
the “Preferred Shares”) were converted into 684,378 shares of Neonode common stock. The holders of the Preferred Shares
were entitled to receive dividends at the rate per share of 5% per annum, totaling $33,000. As of September 30, 2020, $2,000 of
preferred dividends had been paid and $31,000 was accrued.
In connection with
the Securities Purchase Agreement, Neonode entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
pursuant to which Neonode filed a registration statement with the Securities and Exchange Commission (the “SEC”) relating
to the offer and sale by the holders of the Common Shares, and the shares of common stock that were underlying the Preferred Shares.
Pursuant to the Registration Rights Agreement, Neonode was obligated to file the registration statement within 30 calendar days
and to use reasonable best efforts to cause the registration statement to be declared effective within 75 calendar days. The registration
statement was declared effective by the SEC on September 18, 2020. Failure to maintain the effective registration of the Common
Shares and the shares of common stock underlying the Preferred Shares will subject Neonode to payment for liquidated damages.
In connection with
the Private Placement, Neonode incurred total offering costs of $879,000.
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 cash position after the Private Placement, current
operating plan and sources of potential capital would be sufficient to alleviate concerns about the Company’s ability to
continue as a going concern.
We expect our revenues
from our three business areas will enable us to reduce our operating losses in coming years. In addition, 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.
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.
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 2X Communication
AB, located in Gothenburg, Sweden. Pronode Technologies AB was organized to manufacture and sell our sensor modules. All inter-company
accounts and transactions have been eliminated in consolidation.
Neonode consolidates
entities in which it has a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly,
more than 50% of the voting rights.
The condensed consolidated
balance sheets at September 30, 2020 and December 31, 2019 and the condensed consolidated statements of operations, comprehensive
loss, stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 and the condensed consolidated
statements of cash flows for the nine months ended September 30, 2020 and 2019 include our accounts and those of our wholly owned
subsidiaries as well as Pronode Technologies AB.
Estimates and
Judgments
The preparation of
financial statements in conformity with U.S. GAAP requires making estimates and judgments 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 and judgments.
Significant estimates
and judgments include, but are not limited to: for revenue recognition, determining the nature and timing of satisfaction of performance
obligations, the standalone selling price of performance obligations, and transaction prices and assessing transfer of control;
measuring variable consideration and other obligations such as product returns and refunds, and product warranties; provisions
for uncollectible receivables; determining the net realizable value of inventory; recoverability of capitalized project costs and
long-lived assets; for leases, determining whether a contract contains a lease, allocating consideration between lease and non-lease
components, determining incremental borrowing rates, and identifying reassessment events, such as modifications; the valuation
allowance related to our deferred tax assets; and the fair value of options issued for stock-based compensation.
Cash and Cash
Equivalents
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 950,000 Krona per customer and covers deposits in all types of accounts. For bank accounts of
the category held by Neonode, the Japanese government provides full insurance coverage. 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. 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 $82,000 as of September 30, 2020 and $85,000 as
of December 31, 2019.
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 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 $11,000 and $8,000 as of September 30, 2020 and December 31, 2019, respectively.
Inventory
Inventory is stated
at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Net realizable
value is the estimated selling price 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.
Due to the low sell-through
of our AirBar products, management has decided to reserve work-in-process for AirBar components, as well as AirBar-related raw
materials. Management has further decided to reserve for a portion of AirBar finished goods, depending on type of AirBar and in
which location it is stored.
To protect our manufacturing
partner from losses in relation to AirBar production, we agreed to secure the value of the inventory with a bank guarantee covering
the production of 20,000 AirBars. Excess inventory was purchased from our manufacturing partner in 2019 and has been fully reserved.
In total, the AirBar
reserve was $0.7 million and $0.8 million as of September 30, 2020 and December 31, 2019, respectively.
The Company’s
inventory consists primarily of components that will be used in the manufacturing of our sensor modules. We classify inventory
for reporting purposes as raw materials, work-in-process, and finished goods.
Raw materials, work-in-process, and finished
goods are as follows (in thousands):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Raw materials
|
|
$
|
373
|
|
|
$
|
396
|
|
Work-in-process
|
|
|
183
|
|
|
|
186
|
|
Finished goods
|
|
|
572
|
|
|
|
448
|
|
Ending inventory
|
|
$
|
1,128
|
|
|
$
|
1,030
|
|
Investment in Joint Venture
We invested $3,000
in a 50% interest in Neoeye AB. We account for our investment using the equity method of accounting because the investment provides
us the ability to exercise significant influence, but not control, over the investee. We are not required to guarantee any obligations
of the joint venture and there have been no operations of Neoeye through September 30, 2020.
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 finance 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.
Right of Use Assets
A right-of-use asset
represents a lessee’s right to use a leased asset for the term of the lease. Our right-of-use assets generally consist of
operating leases for buildings and finance leases for manufacturing equipment.
Right-of-use assets
are measured initially at the present value of the lease payments, plus any lease payments made before a lease began and any initial
direct costs, such as commissions paid to obtain a lease.
Right-of-use assets
are subsequently measured at the present value of the remaining lease payments, adjusted for incentives, prepaid or accrued rent,
and any initial direct costs not yet expensed.
Long-lived Asset Recoverability
We assess the recoverability
of long-lived assets by estimating the future cash flow from the associated assets 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 September 30, 2020, 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 gains (losses) were $(228,000) and $(251,000) and
$(145,000) and $(300,000) during the three and nine months ended September 30, 2020 and 2019, 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 $(135,000) and $(149,000) during the three and nine months ended September 30, 2020,
respectively, compared to $56,000 and $170,000 during the same periods in 2019, respectively.
Concentration of Credit and Business Risks
Our customers are located in U.S., Europe
and Asia.
As of September 30,
2020, four customers represented approximately 75% of our consolidated accounts receivable and unbilled revenues.
As of December 31,
2019, three customers represented approximately 72% of our consolidated accounts receivable and unbilled revenues.
Customers who accounted
for 10% or more of our net revenues during the three months ended September 30, 2020 are as follows:
|
●
|
Hewlett-Packard Company – 31%
|
|
|
|
|
●
|
LG Electronics Inc. – 16%
|
|
|
|
|
●
|
Seiko Epson Corporation – 13%
|
|
|
|
|
●
|
Alpine Electronics, Inc – 12%
|
Customers who accounted
for 10% or more of our net revenues during the nine months ended September 30, 2020 are as follows:
|
●
|
Hewlett-Packard Company – 32%
|
|
|
|
|
●
|
Seiko Epson Corporation – 19%
|
|
|
|
|
●
|
Alpine Electronics, Inc – 15%
|
Customers who accounted
for 10% or more of our net revenues during the three months ended September 30, 2019 are as follows:
|
●
|
Hewlett Packard Company – 34%
|
|
|
|
|
●
|
Seiko Epson Corporation – 18%
|
|
|
|
|
●
|
Alpine Electronics, Inc – 20%
|
Customers who accounted
for 10% or more of our net revenues during the nine months ended September 30, 2019 are as follows:
|
●
|
Hewlett Packard Company – 39%
|
|
|
|
|
●
|
Seiko Epson Corporation – 15%
|
|
|
|
|
●
|
Alpine Electronics, Inc – 14%
|
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 fulfil the promise to transfer
goods, therefore we treat all shipping and handling charges as expenses.
Revenues from our business
areas derive from three different revenue streams: license fees, non-recurring engineering fees and the sale of sensor modules.
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 September 30, 2020.
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. During the three and nine months ended September 30, 2020
and 2019, 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 (AirBar) that incorporate our sensor modules sold through distributors. 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.
Because we generally
use distributors to provide AirBar and sensor modules to our customers, 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.
Under U.S. GAAP, companies
may make reasonable aggregations and approximations of returns data to accurately estimate returns. Our sensor modules 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 September 30, 2020 and 2019. 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 tables
present disaggregated revenues by market for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):
|
|
Three months ended
September 30,
2020
|
|
|
Three months ended
September 30,
2019
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
HMI Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from automotive
|
|
$
|
538
|
|
|
|
44
|
%
|
|
$
|
401
|
|
|
|
33
|
%
|
Net revenues from consumer electronics
|
|
|
673
|
|
|
|
56
|
%
|
|
|
813
|
|
|
|
67
|
%
|
|
|
$
|
1,211
|
|
|
|
100
|
%
|
|
$
|
1,214
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HMI Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from automotive
|
|
$
|
-
|
|
|
|
0
|
%
|
|
$
|
8
|
|
|
|
8
|
%
|
Net revenues from medical
|
|
|
56
|
|
|
|
20
|
%
|
|
|
33
|
|
|
|
35
|
%
|
Net revenues from distributors and other
|
|
|
228
|
|
|
|
80
|
%
|
|
|
55
|
|
|
|
57
|
%
|
|
|
$
|
284
|
|
|
|
100
|
%
|
|
$
|
96
|
|
|
|
100
|
%
|
|
|
Nine months ended
September 30,
2020
|
|
|
Nine months ended
September 30,
2019
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
HMI Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from automotive
|
|
$
|
1,079
|
|
|
|
35
|
%
|
|
$
|
1,337
|
|
|
|
29
|
%
|
Net revenues from consumer electronics
|
|
|
1,992
|
|
|
|
65
|
%
|
|
|
3,288
|
|
|
|
71
|
%
|
|
|
$
|
3,071
|
|
|
|
100
|
%
|
|
$
|
4,625
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HMI Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from automotive
|
|
$
|
15
|
|
|
|
3
|
%
|
|
$
|
9
|
|
|
|
2
|
%
|
Net revenues from medical
|
|
|
159
|
|
|
|
33
|
%
|
|
|
93
|
|
|
|
23
|
%
|
Net revenues from distributors and other
|
|
|
302
|
|
|
|
64
|
%
|
|
|
305
|
|
|
|
75
|
%
|
|
|
$
|
476
|
|
|
|
100
|
%
|
|
$
|
407
|
|
|
|
100
|
%
|
Significant Judgments
Our contracts with
customers may include promises to transfer multiple products and services to a customer, particularly when the contract is 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.
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.
Judgment is further 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 deferred revenue when we receive prepayments or upfront payments for goods or services
from our customers.
The following table presents accounts receivable
and deferred revenues as of September 30, 2020 and December 31, 2019 (in thousands):
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Accounts receivable and unbilled revenue
|
|
$
|
1,044
|
|
|
$
|
1,324
|
|
Deferred revenues
|
|
|
143
|
|
|
|
67
|
|
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 sheets. Generally, billing occurs
subsequent to revenue recognition, resulting in contract assets which 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.
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. Our allowance for doubtful accounts
was approximately $82,000 as of September 30, 2020 and $85,000 as of December 31, 2019.
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):
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Balance at beginning of period
|
|
$
|
24
|
|
|
$
|
17
|
|
Provisions for warranty issued
|
|
|
13
|
|
|
|
7
|
|
Balance at end of period
|
|
$
|
37
|
|
|
$
|
24
|
|
The Company accrues
for warranty costs as part of its cost of sales of sensor modules based on estimated costs. The Company’s products are generally
covered by a warranty for a period of 12 to 36 months from the 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, which is when a license is made available to a customer
and that customer has a right to use the license. Engineering development fee revenues are deferred until engineering services
have been completed and accepted by our customers.
The following table
presents our deferred revenues (in thousands):
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Deferred revenues HMI Solutions
|
|
$
|
41
|
|
|
$
|
37
|
|
Deferred revenues HMI Products
|
|
|
102
|
|
|
|
30
|
|
|
|
$
|
143
|
|
|
$
|
67
|
|
During the three and
nine months ended September 30, 2020, the Company recognized revenues of approximately $7,000 and $39,000, respectively, related
to contract liabilities outstanding at the beginning of the year.
Product Backlog
Our sensor module product backlog at September 30, 2020 was
approximately $495,000. The product backlog includes orders confirmed for products planned to be shipped within the next 3 quarters
to 3 customers. Our cycle time between order and shipment is generally short and customers occasionally change delivery schedules.
As a result, we do not believe that our product backlog, as of any particular date, is necessarily indicative of actual product
revenue for any future period.
Advertising
Advertising costs are
expensed as incurred. Advertising costs for the three and nine months ended September 30, 2020 and 2019 amounted to approximately
$27,000 and $43,000 and $18,000 and $66,000, 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 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.
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; and
|
|
|
|
|
(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 September 30, 2020 and December 31, 2019. 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 September
30, 2020, and December 31, 2019, we had no unrecognized tax benefits.
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 and nine
months ended September 30, 2020 and 2019, respectively. 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 nine months ended September 30, 2020 and 2019 exclude the potential common stock equivalents,
as the effect would be anti-dilutive (see Note 9).
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.
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:
|
|
Nine months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
Swedish Krona
|
|
|
9.41
|
|
|
|
9.41
|
|
Japanese Yen
|
|
|
107.52
|
|
|
|
109.11
|
|
South Korean Won
|
|
|
1,199.94
|
|
|
|
1,162.54
|
|
Taiwan Dollar
|
|
|
29.78
|
|
|
|
31.04
|
|
Exchange rate for the consolidated balance
sheets was as follows:
|
|
As of
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Swedish Krona
|
|
|
8.96
|
|
|
|
9.34
|
|
Japanese Yen
|
|
|
105.55
|
|
|
|
108.66
|
|
South Korean Won
|
|
|
1,165.32
|
|
|
|
1,154.56
|
|
Taiwan Dollar
|
|
|
28.94
|
|
|
|
30.00
|
|
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, accrued expenses and short-term borrowings and are deemed to approximate fair value due
to their short maturities.
New Accounting Pronouncements
In September 2016,
the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments,
(“ASU 2016-13”), supplemented by subsequent accounting standards updates. 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, as amended, is scheduled to become effective for fiscal years beginning after
December 15, 2023, with early adoption permitted. In the future, we will evaluate the impact that ASU 2016-13, as amended, will
have on our consolidated financial statements, specifically regarding our trade receivables; however, we do not expect any significant
impact from implementation of the new standard.
In December 2019, the
FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Tax, which simplifies the accounting
for income taxes. ASU 2019-12 will become effective for fiscal years beginning after December 15, 2020, with early adoption permitted.
We are currently evaluating the impact ASU 2019-12 will have on our consolidated financial statements.
Reclass of Presentation in our Condensed
Consolidated Statements of Operations
Since January 1, 2020,
we have allocated revenue to our new business areas - HMI Solutions, HMI Products and Remote Sensing Solutions - rather than by
our revenue streams - license fees, sensor module sale and non-recurring engineering fees. The presentation in our condensed consolidated
statements of operations has been changed accordingly. Revenues from HMI Solutions include license fees and non-recurring engineering
fees while HMI Products include sensor module sales and non-recurring engineering fees. We expect that future revenues within our
Remote Sensing Solutions business area will be derived from license fees and non-recurring engineering fees.
3. Short-Term Borrowings
During the nine months
ended September 30, 2020, the Company was granted a credit from the Swedish Tax Authority covering social charges and staff withholding
taxes relating to January through March 2020 payroll, as part of Swedish governmental COVID-19 support. The total amount was $563,000
and the credit was for 12 months but could be repaid earlier if desired. There was a 1.25% annual non-deductible interest and a
credit fee of 0.2% from the seventh month of the granted credit. The tax credit was repaid in August 2020 along with interest of
$2,000.
On June 17, 2020, the Company entered into short-term loan facilities
(the “Loan Agreements”) with two entities beneficially owned respectively by each of Ulf Rosberg and Peter Lindell,
directors of Neonode (each, a “Director”). Pursuant to the Loan Agreements, each entity beneficially owned by the Director
made approximately $1.7 million in U.S. dollars principal amount available to the Company. The Company made an initial drawdown
of an aggregate of approximately $1.0 million under the Loan Agreement.
Each of the Loan Agreements provided for a credit fee of 0.75%
per annum, calculated on a daily basis from the date of the Loan Agreement, and any outstanding amount incurred interest at a fixed
rate of 3.25% per annum, calculated on a daily basis from the drawdown date. Drawdowns under the Loan Agreements became unavailable
upon the earlier to occur of the execution of a capital raise by Neonode or December 31, 2020. Upon completion of a capital raise
before December 31, 2020, any outstanding amount under the Loan Agreements, including any credit fee and interest, became payable
as soon as practicably possible after such capital raise. If a capital raise was not completed by December 31, 2020, or if the
funds from the capital raise were insufficient to repay the full outstanding amount under the Loan Agreements, then the outstanding
amount under the Loan Agreements, including any credit fee and interest, would have become due and payable on February 28, 2021.
On August 7, 2020, Neonode issued 517 shares of Series C-2 Preferred
Stock to UMR Invest AB, the entity beneficially owned by Ulf Rosberg, to repay the indebtedness and accrued interest under the
Loan Agreement. To effect a similar transaction with entities beneficially owned by the other Director, Peter Lindell, (i) on August
7, 2020, at the closing of the Private Placement, Cidro Förvaltning AB paid for an additional 517 shares of Series C-2 Preferred
Stock, and (ii) on August 10, 2020, the next business day after the closing of the Private Placement, Neonode repaid to Cidro Holding
AB the debt and accrued interest due under the Loan Agreement, an amount that equaled the price of the 517 shares of Series C-2
Preferred Stock. As a result of the repayments to each Director, the Loan Agreements terminated in accordance with their terms.
4. Stockholders’ Equity
Common Stock
See Note 1 for activities
that affected common stock during the three and nine months ended September 30, 2020.
At the Annual Meeting of our Company held on September 29, 2020,
stockholders approved a proposal to increase the number of authorized common stock to 25,000,000 shares. Accordingly, on November
5, 2020, we filed an amendment to the Neonode Inc. Restated Certificate of Incorporation, as amended (our “Certificate of
Incorporation”), with the Secretary of State of the State of Delaware to increase to 25,000,000 the number of authorized
shares of our common stock.
Preferred Stock
On August 6, 2020, in connection with the closing of the Private
Placement, the Company designated (i) 365 shares of its authorized and unissued preferred stock as Series C-1 Preferred Stock by
filing a Series C-1 Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State
of Delaware and (ii) 4,084 shares of its authorized and unissued preferred stock as Series C-2 Preferred Stock by filing a Series
C-2 Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware.
The Series C-1 Preferred
Stock and Series C-2 Preferred Stock (together, the “Preferred Shares”) were converted into 684,378 shares of Neonode
common stock.
As of September 30, 2020, our Certificate of Incorporation authorized
Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, and Series C-2 Preferred Stock.
During the year ended
December 31, 2019, the only shares of our preferred stock issued and outstanding were Series B Preferred Stock. Effective July
1, 2019, all outstanding shares of our Series B Preferred Stock were converted into shares of our common stock.
The holders of the Preferred Shares were entitled to receive
dividends at the rate per share of 5% per annum, totaling $33,000. As of September 30, 2020, $2,000 of preferred dividends had
been paid and $31,000 was accrued.
No shares of preferred stock were
issued and outstanding as of September 30, 2020.
Details of the preferred stock activities
are set forth below:
|
|
Series B Preferred Stock Shares Issued
|
|
|
Series B Preferred Stock Amount
|
|
|
Series C-1 Preferred Stock Shares Issued
|
|
|
Series C-1 Preferred Stock Amount
|
|
|
Series C-2 Preferred Stock Shares Issued
|
|
|
Series C-2 Preferred Stock Amount
|
|
Balances, December 31, 2018
|
|
|
82
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2019
|
|
|
82
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series B Preferred Stock to common stock
|
|
|
(2
|
)
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2019
|
|
|
80
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series B Preferred Stock to common stock
|
|
|
(80
|
)
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Preferred Shares for cash
|
|
|
-
|
|
|
$
|
-
|
|
|
|
365
|
|
|
$
|
365
|
|
|
|
3,567
|
|
|
$
|
3,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series C-2 Preferred Stock issued for repayment of short-term borrowings and accrued interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
517
|
|
|
|
517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Preferred Shares to common stock
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(365
|
)
|
|
$
|
(365
|
)
|
|
|
(4,084
|
)
|
|
$
|
(4,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Warrants
As of September 30,
2020 and December 31, 2019, the Company had 431,368 warrants to purchase common stock outstanding.
5. Stock-Based Compensation
There was no
stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 and there is no remaining
unrecognized stock-based compensation expense related to stock options as of September 30, 2020.
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.
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 September 30, 2020, we had three equity
incentive plans:
|
●
|
The 2006 Equity Incentive Plan (the “2006 Plan”);
|
|
|
|
|
●
|
The 2015 Stock Incentive Plan (the “2015 Plan”);
and
|
|
●
|
The 2020 Stock Incentive Plan (the “2020 Plan”).
|
Both the 2006 Plan and the 2015 Plan have
terminated with respect to additional awards. However, shares issuable pursuant to previously awarded stock options may still be
exercised in accordance with their terms.
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, 2020
|
|
|
52,500
|
|
|
$
|
27.51
|
|
Cancelled
|
|
|
(42,000
|
)
|
|
|
22.52
|
|
Outstanding at September 30, 2020
|
|
|
10,500
|
|
|
$
|
29.61
|
|
The aggregate
intrinsic value of the 10,500 stock options that are outstanding, vested and expected to vest as of September 30, 2020 was $0.
For the three
and nine months ended September 30, 2020 and 2019, we recorded no 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 three and nine months ended September 30, 2020, we did not grant any options to purchase shares of our common stock to employees
or members of our board of directors.
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.
6. Commitments and Contingencies
Litigation
On
August 26, 2020, a putative stockholder of Neonode filed a purported class action lawsuit (C.A. No. 2020-0701-AGB) in the Delaware
Court of Chancery against Neonode and the Board of Directors of Neonode for alleged breach of fiduciary duty in connection with
disclosure of information concerning Proposal 5 and Proposal 6 in the proxy statement filed with the SEC by Neonode on August
20, 2020 for the 2020 Annual Meeting of Stockholders of Neonode (the “Proxy Statement”). These proposals for
shareholder approval related to the Private Placement by Neonode on August 5, 2020 in which two directors and the chief executive
officer of Neonode participated. The relief sought by the plaintiff included a preliminary injunction to enjoin the stockholder
votes on Proposal 5 and Proposal 6. On September 13, 2020, the plaintiff amended his complaint to also enjoin the stockholder
vote on Proposal 1 in the Proxy Statement concerning election of directors. Neonode and
the other named defendants believe that the disclosures set forth in the Proxy Statement complied fully with all applicable law,
that no supplemental disclosure was required, and that the plaintiffs’ allegations are without merit. However, in an effort
to avoid the nuisance and ongoing expense relating to the claims in the lawsuit, Neonode filed definitive additional materials
to the Proxy Statement on September 18, 2020. The plaintiff withdrew his motion to preliminarily enjoin the stockholder votes
on Proposals 1, 5, and 6 based upon the definitive additional materials to the Proxy Statement. The lawsuit remains subject to
final disposition, including the potential award of fees to the attorneys for the plaintiff.
On
September 2, 2020, a separate putative stockholder of Neonode filed a purported class action lawsuit (Case No. 1:20-cv-01174-UNA)
in the United States District Court for the District of Delaware against Neonode, the Board of Directors of Neonode, and the Chief
Executive Officer of Neonode for alleged violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended,
in connection with disclosure of information concerning Proposal 5 and Proposal 6 in the Proxy Statement, and generally containing
the same substantive allegations as in the above previously-filed Delaware Court of Chancery action. On October 20, 2020, the
plaintiff voluntarily dismissed the lawsuit in the United States District Court.
Operating
expenses for the three and nine months ended September 30, 2020 include actual and estimated costs in relation to the above-referenced
lawsuits.
Indemnities and Guarantees
Our
bylaws require that we indemnify each of our executive officers and directors for certain events or occurrences arising because
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 September 30, 2020 and December 31, 2019.
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 regarding 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 September 30, 2020 and December 31, 2019.
One
of our manufacturing partners has previously purchased material for the final assembly of AirBars. To protect the manufacturer
from losses in relation to AirBar production, we agreed to secure the value of the inventory in a bank guarantee. The initial
guarantee was for $345,000 and valid until December 31, 2019. Since the sale of AirBars has been lower than expected, a major
part of the inventory at the manufacturer remained unused when the due date of the bank guarantee neared.
In
November 2019, we agreed to decreased the bank guarantee to $210,000, covering the value of inventory for the production of 20,000
AirBars and in conjunction with this purchase the excess AirBar inventory for approximately $141,000. The current bank guarantee
is valid until December 31, 2020.
Management’s
judgment is that the bank guarantee is a contingent guarantee and management will record a liability when it is probable we will
have to purchase the inventory. As of November 10, 2020, management’s judgment is that we will sell the remaining AirBars
during 2020 and 2021 and thereby purchase the components and the assembly service from the manufacturing partner throughout the
years. The bank guarantee is expected to be renewed at a lower amount reflecting the value of the remaining inventory at year-end.
No liability has been recorded for the period ended September 30, 2020.
Patent Assignment
On May 6, 2019, the
Company assigned a portfolio of patents to Aequitas Technologies LCC (“Aequitas”). The portfolio contains two patent
families comprising nine U.S. patents, five non-U.S. patents and three pending U.S. patent applications. The assignment provides
the Company the right to share potential proceeds generated from a licensing and monetization program. As of September 30, 2020,
there have been no proceeds from the agreement with Aequitas.
On July 11, 2020, Aequitas
assigned 10 patents belonging to the one of the patent families back to Neonode based upon a determination by Aequitas not to enforce
those particular patents.
On September 8, 2020,
an Aequitas subsidiary, Neonode Smartphone LLC, filed patent infringement lawsuits against Apple Inc., and Samsung Electronics
Co. Ltd. and Samsung Electronics America, Inc., in U.S. federal court in the Western District of Texas.
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 (“TI”) pursuant to which TI agreed to integrate our intellectual property into an application-specific
integrated circuit (“ASIC”). Under the terms of the NN1002 Agreement, we agreed to pay TI $500,000 of non-recurring
engineering costs at the rate of $0.25 per ASIC for each of the first 2 million ASICs sold. As of September 30, 2020, we had made
no payments to TI under the NN1002 Agreement.
7. 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 nine
months ended September 30, 2020 and 2019, respectively, 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.
The following table
presents net revenues by geographic area for the three and nine months ended September 30, 2020 and 2019, respectively, (dollars
in thousands):
|
|
Three months ended
September 30,
2020
|
|
|
Three months ended
September 30,
2019
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
United States
|
|
$
|
486
|
|
|
|
33
|
%
|
|
$
|
548
|
|
|
|
42
|
%
|
Japan
|
|
|
395
|
|
|
|
26
|
%
|
|
|
498
|
|
|
|
38
|
%
|
South Korea
|
|
|
240
|
|
|
|
16
|
%
|
|
|
-
|
|
|
|
-
|
%
|
China
|
|
|
154
|
|
|
|
10
|
%
|
|
|
49
|
|
|
|
4
|
%
|
Germany
|
|
|
130
|
|
|
|
9
|
%
|
|
|
106
|
|
|
|
8
|
%
|
Switzerland
|
|
|
54
|
|
|
|
4
|
%
|
|
|
52
|
|
|
|
4
|
%
|
Other
|
|
|
36
|
|
|
|
2
|
%
|
|
|
57
|
|
|
|
3
|
%
|
|
|
$
|
1,495
|
|
|
|
100
|
%
|
|
$
|
1,310
|
|
|
|
100
|
%
|
|
|
Nine months ended
September 30,
2020
|
|
|
Nine months ended
September 30,
2019
|
|
|
|
Amount
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
United States
|
|
$
|
1,340
|
|
|
|
38
|
%
|
|
$
|
2,510
|
|
|
|
50
|
%
|
Japan
|
|
|
1,229
|
|
|
|
35
|
%
|
|
|
1,515
|
|
|
|
30
|
%
|
Germany
|
|
|
274
|
|
|
|
8
|
%
|
|
|
477
|
|
|
|
9
|
%
|
South Korea
|
|
|
267
|
|
|
|
7
|
%
|
|
|
-
|
|
|
|
-
|
%
|
China
|
|
|
203
|
|
|
|
6
|
%
|
|
|
177
|
|
|
|
4
|
%
|
Switzerland
|
|
|
161
|
|
|
|
4
|
%
|
|
|
109
|
|
|
|
2
|
%
|
France
|
|
|
-
|
|
|
|
-
|
%
|
|
|
152
|
|
|
|
3
|
%
|
Other
|
|
|
72
|
|
|
|
2
|
%
|
|
|
61
|
|
|
|
1
|
%
|
|
|
$
|
3,547
|
|
|
|
100
|
%
|
|
$
|
5,032
|
|
|
|
100
|
%
|
The following table presents our total assets
by geographic region as of September 30, 2020 and December 31, 2019 (in thousands):
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
U.S.
|
|
$
|
6,602
|
|
|
$
|
2,898
|
|
Sweden
|
|
|
9,914
|
|
|
|
4,430
|
|
Asia
|
|
|
109
|
|
|
|
108
|
|
Total
|
|
$
|
16,625
|
|
|
$
|
7,436
|
|
8. Leases
We have operating leases
for our corporate offices and our manufacturing facility, and finance leases for equipment. Our leases have remaining lease terms
of two months to 2.42 years, and one of our two primary operating leases includes an option to extend the lease for another three
years. This primary operating lease also includes an option to terminate the lease by October 1, 2021. The other primary operating
lease has been terminated effective November 30, 2020 and a new lease has been signed for three years beginning December 1, 2020.
Future renewal options that are not likely to be executed as of the balance sheet date are excluded from right-of-use assets and
related lease liabilities.
We report operating
lease assets, as well as operating lease current and noncurrent obligations on our consolidated balance sheets for the right to
use those buildings in our business. Our finance leases represent manufacturing equipment. We report the manufacturing equipment,
as well as finance lease current and noncurrent obligations on our consolidated balance sheets.
Generally, interest
rates are stated in our leases for equipment. When no interest rate is stated in a lease, however, we review the interest rates
implicit in our recent finance leases to estimate our incremental borrowing rate. We determine the rate implicit in a lease by
using the most recent finance lease rate, or other method we think most closely represents our incremental borrowing rate.
The components of lease
expense were as follows (in thousands):
|
|
Three Months
Ended
September 30,
2020
|
|
|
Nine Months Ended
September 30,
2020
|
|
Operating lease cost (1)
|
|
$
|
139
|
|
|
$
|
381
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
Amortization of leased assets
|
|
$
|
164
|
|
|
$
|
467
|
|
Interest on lease liabilities
|
|
|
3
|
|
|
|
15
|
|
Total finance lease cost
|
|
$
|
167
|
|
|
$
|
482
|
|
(1)
|
Includes short term lease costs of $30,000 and $81,000 for the three and nine months ended September 30, 2020, respectively.
|
|
|
Three Months
Ended
September 30,
2019
|
|
|
Nine Months
Ended
September 30,
2019
|
|
Operating lease cost (1)
|
|
$
|
145
|
|
|
$
|
454
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
Amortization of leased assets
|
|
$
|
153
|
|
|
$
|
471
|
|
Interest on lease liabilities
|
|
|
8
|
|
|
|
26
|
|
Total finance lease cost
|
|
$
|
161
|
|
|
$
|
497
|
|
(1)
|
Includes short term lease costs of $27,000 and $93,000 for the three and nine months ended September 30, 2019, respectively.
|
Supplemental cash flow
information related to leases was as follows (in thousands):
|
|
Three Months
Ended
September 30,
2020
|
|
|
Nine Months
Ended
September 30,
2020
|
|
Cash paid for amounts included in leases:
|
|
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
(115
|
)
|
|
$
|
(298
|
)
|
Operating cash flows from finance leases
|
|
|
(3
|
)
|
|
|
(15
|
)
|
Financing cash flows from finance leases
|
|
|
(21
|
)
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
25
|
|
|
|
-
|
|
|
|
Three months
ended
September 30,
|
|
|
Nine months
ended
September 30,
|
|
|
|
2019
|
|
|
2019
|
|
Cash paid for amounts included in leases:
|
|
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
(109
|
)
|
|
$
|
(298
|
)
|
Operating cash flows from finance leases
|
|
|
(8
|
)
|
|
|
(26
|
)
|
Financing cash flows from finance leases
|
|
|
(131
|
)
|
|
|
(403
|
)
|
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
-
|
|
|
|
-
|
|
Supplemental balance
sheet information related to leases was as follows (in thousands):
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Operating leases
|
|
|
|
|
|
|
Operating lease right-of-use assets
|
|
$
|
155
|
|
|
$
|
416
|
|
|
|
|
|
|
|
|
|
|
Current portion of operating lease obligations
|
|
$
|
118
|
|
|
$
|
332
|
|
Operating lease liabilities, net of current portion
|
|
|
-
|
|
|
|
58
|
|
Total operating lease liabilities
|
|
$
|
118
|
|
|
$
|
390
|
|
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
|
|
|
|
|
|
Property and equipment, at cost
|
|
$
|
3,491
|
|
|
$
|
3,348
|
|
Accumulated depreciation
|
|
|
(2,533
|
)
|
|
|
(1,956
|
)
|
Property and equipment, net
|
|
$
|
958
|
|
|
$
|
1,392
|
|
|
|
|
|
|
|
|
|
|
Current portion of finance lease obligations
|
|
$
|
650
|
|
|
$
|
568
|
|
Finance lease liabilities, net of current portion
|
|
|
277
|
|
|
|
508
|
|
Total finance lease liabilities
|
|
$
|
927
|
|
|
$
|
1,076
|
|
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Weighted Average Remaining Lease Term
|
|
|
|
|
|
|
Operating leases
|
|
|
0.7 years
|
|
|
|
1.2 years
|
|
Finance leases
|
|
|
1.2 years
|
|
|
|
1.6 years
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Discount Rate
|
|
|
|
|
|
|
|
|
Operating leases (2)
|
|
|
5
|
%
|
|
|
5
|
%
|
Finance leases
|
|
|
2
|
%
|
|
|
2
|
%
|
(2)
|
Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.
|
A summary of future
minimum payments under non-cancellable operating lease commitments as of September 30, 2020 is as follows (in thousands):
Years ending December 31,
|
|
Total
|
|
2020 (remaining months)
|
|
$
|
47
|
|
2021
|
|
|
74
|
|
|
|
|
121
|
|
Less imputed interest
|
|
|
(3
|
)
|
Total lease liabilities
|
|
$
|
118
|
|
The following is a
schedule of minimum future rentals on the non-cancellable finance leases as of September 30, 2020 (in thousands):
Year ending December 31,
|
|
Total
|
|
2020 (remaining months)
|
|
$
|
131
|
|
2021
|
|
|
721
|
|
2022
|
|
|
82
|
|
2023
|
|
|
8
|
|
Total minimum payments required:
|
|
|
942
|
|
Less amount representing interest:
|
|
|
(15
|
)
|
Present value of net minimum lease payments:
|
|
|
927
|
|
Less current portion
|
|
|
(650
|
)
|
|
|
$
|
277
|
|
9. Net Loss per Share
Basic net loss per
common share for the three and nine months ended September 30, 2020 and 2019 was computed by dividing the net loss attributable
to common shareholders of 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 common shareholders of 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 0 outstanding stock options and 0 and 0.3 million outstanding stock warrants under the treasury
stock method, and 0 and 0 shares issuable upon conversion of preferred stock are excluded from the diluted earnings per share calculation
for the three and nine months ended September 30, 2020 and 2019, respectively, due to their anti-dilutive effect.
(in thousands, except per share amounts)
|
|
Three months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
BASIC AND DILUTED
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
10,128
|
|
|
|
8,811
|
|
Net loss attributable to common shareholders of Neonode Inc.
|
|
$
|
(1,671
|
)
|
|
$
|
(1,086
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
(in thousands, except per share amounts)
|
|
Nine months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
BASIC AND DILUTED
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
9,492
|
|
|
|
8,804
|
|
Net loss attributable to common shareholders of Neonode Inc.
|
|
$
|
(4,293
|
)
|
|
$
|
(2,923
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.45
|
)
|
|
$
|
(0.33
|
)
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10. 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 elsewhere in the
accompanying notes.
The extent of COVID-19’s
effect on the Company's operational and financial performance will depend on future developments, including the duration, spread
and intensity of the pandemic, all of which are uncertain and difficult to predict considered the rapidly evolving landscape. The
Company is constantly analyzing the potential impacts to all of its business areas. At this time, it is not possible to determine
the magnitude of the overall impact of COVID-19 on the Company. The situation could have a material adverse effect on the Company’s
condensed consolidated balance sheets, liquidity, and condensed consolidated statements of operations, comprehensive income, stockholders’
equity, and cash flows. The pandemic has, however, created an increased interest in the Company’s technology, which allows
germ-free contactless touch on any surface.