Neonode Inc. 10-K

ITEM 1. BUSINESS Our company provides advanced optical sensing solutions for contactless touch, touch, and gesture sensing. We also provide software solutions for scene analysis that feature advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. We base our contactless touch, touch, and gesture sensing products and solutions using our zForce technology platform and our scene analysis solutions on our MultiSensing technology platform. zForce (zero force) is the name for our patented optical sensing technology built on infrared light, invisible to the human eye. Our MultiSensing platform was designed to provide advanced, safe and traceable software applications to provide situational context. We market and sell our solutions to customers in many different markets and segments including, but not limited to, office equipment, automotive, industrial automation, medical, military and avionics. In 2010, we began licensing to Original Equipment Manufacturers (“OEMs”) and Tier 1 suppliers who embed our technology into products they develop, manufacture, and sell. Since 2010, our licensing customers have sold approximately 85 million devices that use our technology. In October 2017, we augmented our licensing business and began manufacturing and shipping touch sensor modules (“TSMs”) that incorporate our patented technology. We sell these embedded sensors modules to OEMs, Original Design Manufacturers (“ODMs”), and systems integrators for use in their products. As of December 31, 2021, we had 11 agreements with value added resellers (“VARs”) for integration of our sensor modules in the products they offer to global OEMs, ODMs and systems integrators. In addition to this, we distribute our embedded sensor modules through Digi-Key Corporation, Serial Microelectronics HK Ltd, and Nexty Electronics Corporation. In our operations, we have since the beginning of 2020 focused on three different business areas, HMI Solutions, HMI Products and Remote Sensing Solutions (“HMI” is short for Human-Machine Interaction). On May 4, 2021, we announced a new strategy and organizational update targeting an increased focus on our contactless touch business and on current market opportunities in North America (“AMER”), Asia-Pacific (“APAC”), and Europe, Middle East and Africa (“EMEA”). As a result, we transitioned from a business area organization to a regional sales organization going forward. Revenues are however primarily monitored for each of our revenue streams consisting of license fees, product sales and non-recurring engineering (“NRE”) services. During 2021 and 2020 we continued to focus our efforts on maintaining our current licensing customers and achieving design wins for new products both with current and future customers. We made investments enhancing the design and improving the production yield of our TSMs and improving the related firmware and configuration tools software platforms. We also made investments to expand our partner networks for sales and distribution of TSMs. We intend to continue expanding our TSM product offerings in 2022 and beyond, including new TSM variants and new sensor products for delivery to our key markets. We expect that over time the sales of TSMs and other sensor products may constitute the majority of our revenue. License fees We license our zForce technology to OEMs and Tier 1 suppliers who embed our technology into products they develop, manufacture and sell. Since 2010, our licensing customers have sold approximately 85 million devices that use our patented technology. As of December 31, 2021, we had 34 valid technology license agreements with global OEMs, ODMs and Tier 1 suppliers. Our licensing customer base is primarily in the automotive and printer segments. Eleven of our licensing customers are currently shipping products that embed our technology. We anticipate current customers will continue to ship products with our technology in 2022 and in future years. We also expect to expand our customer base with a number of new customers who will be looking to ship new products incorporating our zForce and MultiSensing technologies as they complete final product development and release cycles. We typically earn our license fees on a per unit basis when our customers ship products using our technology, but in the future also other business models may be used. 1 Product sales In addition to our technical solutions business, we design and manufacture TSMs that incorporate our patented technology. We sell our TSMs to OEMs, ODMs and systems integrators for use in their products. We also sell our Neonode branded AirBar product that incorporates one of our TSMs through distributors. We utilize a robotic manufacturing process designed specifically for our components. Our TSMs are commercial-off-the-shelf products based on our patent-protected zForce technology platform and can support the development of contactless touch, touch, gesture and object sensing solutions that, paired with our technology licensing offering, give us a full range of options to enter and compete in key markets. In October 2017, we began selling our TSMs to customers in the industrial and consumer electronics segments. Over time, we expect a significant portion of our revenues will be derived from TSM sales. Non-recurring engineering services We also offer NRE services related to application development linked to our TSMs and our zForce and MultiSensing technology platforms on a flat rate or hourly rate basis. Typically, our licensing customers require engineering support during the development and initial manufacturing phase for their products using our technology, while our TSM customers require hardware or software modifications to our standard products or support during the development and initial manufacturing phases of their products using our technology. In both cases we can offer NRE services and earn NRE revenues. Our Organization Neonode Inc. was incorporated in the State of Delaware on September 4, 1997. Our principal executive office is located in Stockholm, Sweden. Our office in the United States is located in San Jose, California. We have the following wholly owned subsidiaries: Neonode Technologies AB (Sweden) (established in 2008 to develop and license touchscreen technology); Neonode Japan Inc., (Japan) (established in 2013); and Neonode Korea Ltd. (South Korea) (established in 2014). In 2015, we established a 51% majority owned consolidated subsidiary, Pronode Technologies AB (Sweden). Strategy and Focus Areas Our customers use contactless touch, touch on surface, gesture sensing, and scene analysis technologies to grow their businesses, drive efficiencies, and seek competitive advantages. Our strategy is to deliver value-adding human-machine interaction (“HMI”) and scene analysis solutions and products that enable our customers to achieve these targets. Our strategy is further to offer specialized NRE services related to the integration of our solutions and products into customer systems and products to ensure that optimal functionality and performance is achieved. Our goal is to become a market leader in the area of contactless touch interfaces, expanding our TSM sales in markets where our contactless touch technology provides end-customer value and increased competitiveness for our customers, value-added resellers, and technology partners, while continuing to be a leader in optical touch and gesture sensing technology by licensing customized solutions. We also aim to capture a share of the growing driver and in-cabin monitoring market by developing our scene analysis business. We are innovators in the HMI and scene analysis areas and our goal is to introduce next-generation products in these areas that offer better price and performance and architectural advantages compared to our current offers and those of our competitors. We intend to execute on this strategy through portfolio transformation, internal innovation, and co-development of products with our customers and the building of strategic partnerships with technology companies. Markets Automotive The Automotive value chain consists of OEMs (vehicle manufacturers) and tiered suppliers (Tier 1 system suppliers, Tier 2 component suppliers etc.). In this market, we mainly act as a Tier 2 technology provider to Tier 1 suppliers who license our technology and deliver different types of systems to OEMs, (e.g. infotainment system displays featuring our touch technology). In some cases, we are also engaged directly by OEMs, following the trend that OEMs are insourcing more and more of their systems and software development directly. During each of 2021 and 2020, our Automotive customers shipped approximately 0.8 million products. Printers and Office Equipment Multi-function printers typically feature touch displays for user interaction with feature-rich menus and settings. We have operational license agreements with three of the leading global printers and office equipment OEMs. During 2021 our customers shipped approximately five million printers using our touch technology and since mid-2014 they have shipped approximately 47 million printers using our touch technology. 2 Military and Avionics Mechanical switches and buttons and older types of touch displays in airplane cockpits are increasingly being replaced with larger touch displays with higher performance capabilities. Our zForce technology has demonstrable advantages for these type of applications, as it provides low latency, superior image clarity, can be operated by pilots wearing gloves, has excellent electro-magnetic interference and electro-magnetic compatibility properties, and works well with night vision systems. zForce is also suitable for other military applications for these reasons. Industrial Automation We see interesting opportunities for our optical touch and gesture control solutions in the rugged industrial touchscreen market. We also see potential demand for our scene analysis solutions in industrial settings. Medical We sell our TSMs to customers manufacturing and selling medical imaging systems with touch screens. Looking to the future, we see interesting opportunities for our TSMs to be incorporated into similar touch applications, and for various contactless touch applications, and opportunities for our zForce-based optical touch and gesture control solutions in the medical touchscreen market. Elevators and Interactive Kiosks The COVID-19 pandemic has created strong consumer demand for technologies that eliminate direct physical contact between users and different types of machines and systems in public environments such as self-service kiosks, vending machines, and elevators. Using our TSMs, OEMs can easily create safe, intuitive, and easy-to-use contactless touch interfaces for their elevator and kiosk products. Our TSMs are also very suitable for retrofit applications and many of our OEM customers, value-added resellers, and technology partners have or are developing such solutions and marketing and selling them in their respective markets. We have a strong and increasing demands for our TSMs from customers in these markets and expect to grow this business significantly in the coming years. Product Backlog Our TSM product backlog as of December 31, 2021 was approximately $239,000. The product backlog includes orders confirmed for products planned to be shipped within eight months to seven customers. Our cycle time between order and shipment is generally short and customers occasionally change delivery schedules. Additionally, orders can be cancelled without significant penalties. As a result of these factors, we do not believe that our product backlog, as of any particular date, is necessarily indicative of actual product revenue for any future period. Customers As of December 31, 2021 we had 34 valid technology license agreements. As of December 31, 2020, that number was 42. During the year ended December 31, 2021, we had 11 customers using our touch technology in products that were being shipped to their customers. The products related to these license agreements include e-readers, tablets, commercial and consumer printers, automotive infotainment system displays, and global positioning system (GPS) devices. Our customers are primarily located in North America, Europe and Asia. As of December 31, 2021, four of our customers represented approximately 76% of our consolidated accounts receivable and unbilled revenues. As of December 31, 2020, four of our customers represented approximately 62% of our consolidated accounts receivable and unbilled revenues. Customers who accounted for 10% or more of our revenues during the year ended December 31, 2021 are as follows. ● Hewlett-Packard Company – 32% ● Seiko Epson – 18% ● LG – 13% Customers who accounted for 10% or more of our revenues during the year ended December 31, 2020 are as follows. ● Hewlett-Packard Company – 27% ● Seiko Epson – 19% ● Alps Alpine – 11% 3 Customers by Market The following table presents our revenues by market as a percentage of total revenues for the years ended December 31: 2021 2020 Automotive (licensing) 27 % 18 % Consumer electronics (licensing) 55 % 59 % Touch Sensor Modules (products) 16 % 16 % Non-recurring engineering revenues 2 % 7 % Total 100 % 100 % Geographical Data The following table presents our revenues by geographic region as a percentage of total revenues for the years ended December 31: 2021 2020 U.S. 39 % 42 % Japan 33 % 31 % South Korea 15 % 8 % China 5 % 7 % Other 8 % 12 % Total 100 % 100 % The following table presents our total assets by geographic region as of December 31 (in thousands): 2021 2020 U.S. $ 17,589 $ 7,253 Sweden 5,353 9,210 Asia 50 109 Total $ 22,922 $ 16,572 Competition There are various technologies for touch and gesture control solutions available that compete with our optical zForce technology. The competing technologies have differing profiles such as performance, power consumption, level of maturity and cost. For touch solutions, the main competition comes from resistive and capacitive touch solutions. For touch displays, projective capacitive technology is the prevalent standard in mobile phones and tablets and therefore an important competing technology to ours that many suppliers offer with price being a major differentiation point. This means we must continuously develop our technology and improve our offers to defend and grow our market share. For gesture control the main competition comes from other optical technologies and from both ultrasonic and radar technologies. Examples of competitors active in the area of gesture sensing include Ultraleap and suppliers of radar and ultrasonic sensor chips, for instance Texas Instruments and Acconeer. Detection range, resolution and cost are the main differentiators. 4 For contactless touch opportunities, competing technologies include camera-based technologies for detecting finger placement and gestures in the airspace in front of a kiosk or button panel, capacitive sensors capable of detecting a finger hovering above a display or button, as well as voice-activated interfaces and interfaces using one’s mobile phone to interact with a kiosk or button panel. There are various driver and in-cabin monitoring solutions that compete with our MultiSensing technology. Our competitors among Tier 2 software providers include SmartEye, Xperi, EyeSight, Seeing Machines, PUX and Jungo. Intellectual Property We rely on a combination of intellectual property laws and contractual provisions to establish and protect the proprietary rights in our technology. The number of our issued and pending patents and patents filed in each jurisdiction as of December 31, 2021 is set forth in the following table: Jurisdiction No. of Reg. Designs No. of Issued Patents No. of Patents Pending United States 5 55 8 Europe 2 9 4 Japan - 7 - China - 6 - South Korea - 6 - Australia 1 - - Singapore 2 - - Patent Convention Treaty Not Applicable Not Applicable 2 Total: 10 83 14 Our patents cover optical blocking technologies for touchscreens and head-up displays, optical reflective technologies for contactless interaction with kiosks and elevators, as well as optical solutions for vehicle cabin monitoring and driver interfaces. Our software may also be protected by copyright laws in most countries, including Sweden and the European Union, which will not grant patent protection for the software itself, if the software is deemed new and original. Protection can be claimed from the date of creation. In 2021 we filed eight new patent applications and had six new patent grants issued; certain other patents have lapsed. The duration of our patent protection for utility patents is generally 20 years. The duration of our patent protection for design patents varies throughout the world between 10 and 25 years, depending on the jurisdiction. We believe the duration of our intellectual property rights is adequate relative to the expected lives of our products. We also protect and promote our brand by registering trademarks in key markets around the world. Our trademarks include: Neonode (22 registrations), the Neonode logo (15 registrations) and zForce (10 registrations), as well as a pending European trademark application for the mark MultiSensing. In 2021, we strengthened our Neonode brand globally with 12 new applications for the mark NEONODE in Asia, Europe and the Middle East. Research and Development In fiscal years 2021 and 2020, we spent $3.5 million and $4.1 million, respectively, on research and development activities. Our research and development is performed predominantly in-house, but may also be performed in collaboration with external partners and specialists. 5 Human Capital The development, attraction and retention of employees is a critical success factor for Neonode. We took steps to increase our employee focus during 2021, including hiring of a dedicated Human Relations (“HR”) Manager and expanding our effort to ensure clear and beneficial HR-related processes, such as talent management, employee engagement and recruitment performance. Since the COVID-19 pandemic emerged, our employees have been permitted to work remotely. For those choosing to come to the office, free parking has been offered and social distancing has been promoted. As the COVID-19 pandemic has begun to subside, our employees are gradually returning to the office. We work proactively against all discrimination, harassment and other abusive behavior to ensure the work environment at Neonode is good and healthy. On December 31, 2021, we had 47 employees (including 45 full-time employees) and 10 consultants. There was a total of six employees in our general and administrative team, eight in our sales and marketing team, 25 in our engineering team, and eight in our production team at Pronode Technologies AB. We have employees and/or consultants located in the United States, Sweden, United Kingdom, Japan, South Korea and Taiwan. None of our employees is represented by a labor union. We have experienced no work stoppages. We believe our employee relations are positive. Additional Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and we file or furnish reports, proxy statements, and other information with the Securities and Exchange Commission (“SEC”). The reports and other information filed by us with the SEC are available free of charge on the SEC’s website at www.sec.gov. Our website is www.neonode.com . We make available free of charge through our website all of our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as well as Form 3, Form 4, and Form 5 reports for our directors, officers, and principal stockholders, together with amendments to those reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 under the Exchange Act. These reports are available as soon as reasonably practicable after their electronic filing or furnishing with the SEC. Our website also includes corporate governance information, such as our Code of Business Conduct (including a Code of Ethics for the Chief Executive Officer and Senior Financial Officers) and our Board of Directors’ Committee Charters. The information contained on our website is not a part of, nor is it incorporated by reference into, this Annual Report. 6