Item 1. Financial Statements
Item 1. Financial Statements
NEONODE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
June 30,
December 31,
2023
2022
(Unaudited)
(Audited)
ASSETS
Current assets:
Cash and cash equivalents
$ 20,291
$ 14,816
Accounts receivable and unbilled revenues, net
1,301
1,448
Inventory
3,671
3,827
Prepaid expenses and other current assets
660
707
Total current assets
25,923
20,798
Property and equipment, net
289
282
Operating lease right-of-use assets, net
83
118
Total assets
$ 26,295
$ 21,198
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 508
$ 334
Accrued payroll and employee benefits
848
951
Accrued expenses
468
200
Contract liabilities
22
36
Current portion of finance lease obligations
54
95
Current portion of operating lease obligations
66
83
Total current liabilities
1,966
1,699
Finance lease obligations, net of current portion
31
46
Operating lease obligations, net of current portion
17
35
Total liabilities
2,014
1,780
Commitments and contingencies
Stockholders’ equity:
Common stock, 25,000,000 shares authorized, with par value of $ 0.001 ; 15,359,481 and 14,455,765 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
15
14
Additional paid-in capital
235,135
227,235
Accumulated other comprehensive loss
( 446 )
( 340 )
Accumulated deficit
( 210,423 )
( 207,491 )
Total stockholders’ equity
24,281
19,418
Total liabilities and stockholders’ equity
$ 26,295
$ 21,198
The accompanying notes are an integral part of
these condensed consolidated financial statements.
1
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three months ended
June 30,
Six months ended
June 30,
2023
2022
2023
2022
Revenues:
License fees
$ 1,094
$ 953
$ 2,242
$ 2,057
Products
84
210
186
357
Non-recurring engineering
22
104
25
171
Total revenues
1,200
1,267
2,453
2,585
Cost of revenues:
Products
28
93
75
144
Non-recurring engineering
9
17
9
26
Total cost of revenues
37
110
84
170
Total gross margin
1,163
1,157
2,369
2,415
Operating expenses:
Research and development
1,063
1,146
1,865
2,169
Sales and marketing
689
644
1,281
1,260
General and administrative
1,038
1,053
2,422
2,063
Total operating expenses
2,790
2,843
5,568
5,492
Operating loss
( 1,627 )
( 1,686 )
( 3,199 )
( 3,077 )
Other income (expense):
Interest income (expense), net
169
( 4 )
327
( 6 )
Other income
-
21
-
21
Total other income, net
169
17
327
15
Loss before provision for income taxes
( 1,458 )
( 1,669 )
( 2,872 )
( 3,062 )
Provision for income taxes
49
28
60
72
Net loss including noncontrolling interests
( 1,507 )
( 1,697 )
( 2,932 )
( 3,134 )
Less: net loss attributable to noncontrolling interests
-
149
-
206
Net loss attributable to Neonode Inc.
$ ( 1,507 )
$ ( 1,548 )
$ ( 2,932 )
$ ( 2,928 )
Loss per common share:
Basic and diluted loss per share
$ ( 0.10 )
$ ( 0.11 )
$ ( 0.19 )
$ ( 0.22 )
Basic and diluted – weighted average number of common shares outstanding
15,359
13,578
15,285
13,577
The accompanying notes are an integral part of
these condensed consolidated financial statements.
2
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
(In thousands)
(Unaudited)
Three months ended
June 30,
Six months ended
June 30,
2023
2022
2023
2022
Net loss
$ ( 1,507 )
$ ( 1,697 )
$ ( 2,932 )
$ ( 3,134 )
Other comprehensive income (loss):
Foreign currency translation adjustments
( 141 )
41
( 106 )
74
Other comprehensive loss
( 1,648 )
( 1,656 )
( 3,038 )
( 3,060 )
Less: comprehensive loss attributable to noncontrolling interests
-
149
-
206
Other comprehensive loss attributable to Neonode Inc.
$ ( 1,648 )
$ ( 1,507 )
$ ( 3,038 )
$ ( 2,854 )
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(In thousands)
(Unaudited)
For the three and six months ended June 30,
2023 and 2022
Common
Stock Shares
Issued
Common
Stock
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Neonode Inc.
Stockholders’
Equity
Noncontrolling
Interests
Total
Stockholders’
Equity
Balances, December 31, 2022
14,456
$ 14
$ 227,235
$ ( 340 )
$ ( 207,491 )
$ 19,418
$ -
$ 19,418
Stock-based compensation
-
-
18
-
-
18
-
18
Issuance of shares for cash, net of offering costs
903
1
7,865
-
-
7,866
-
7,866
Foreign currency translation adjustment
-
-
-
35
-
35
-
35
Net loss
-
-
-
-
( 1,425 )
( 1,425 )
-
( 1,425 )
Balances, March 31, 2023
15,359
$ 15
$ 235,118
$ ( 305 )
$ ( 208,916 )
$ 25,912
$ -
$ 25,912
Stock-based compensation
-
-
17
-
-
17
-
17
Foreign currency translation adjustment
-
-
-
( 141 )
-
( 141 )
-
( 141 )
Net loss
-
-
-
-
( 1,507 )
( 1,507 )
-
( 1,507 )
Balances, June 30, 2023
15,359
$ 15
$ 235,135
$ ( 446 )
$ ( 210,423 )
$ 24,281
$ -
$ 24,281
Common
Stock Shares
Issued
Common
Stock
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Neonode Inc.
Stockholders’
Equity
Noncontrolling
Interests
Total
Stockholders’
Equity
Balances, December 31, 2021
13,576
$ 14
$ 226,880
$ ( 408 )
$ ( 202,608 )
$ 23,878
$ ( 4,041 )
$ 19,837
Stock-based compensation
-
-
39
-
-
39
-
39
Foreign currency translation adjustment
-
-
-
33
-
33
-
33
Net loss
-
-
-
-
( 1,380 )
( 1,380 )
( 57 )
( 1,437 )
Balances, March 31, 2022
13,576
$ 14
$ 226,919
$ ( 375 )
$ ( 203,988 )
$ 22,570
$ ( 4,098 )
$ 18,472
Stock-based compensation
4
-
45
-
-
45
-
45
Foreign currency translation adjustment
-
-
-
41
-
41
-
41
Net loss
-
-
-
-
( 1,548 )
( 1,548 )
( 149 )
( 1,697 )
Balances, June 30, 2022
13,580
$ 14
$ 226,964
$ ( 334 )
$ ( 205,536 )
$ 21,108
$ ( 4,247 )
$ 16,861
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six months ended
June 30,
2023
2022
Cash flows from operating activities:
Net loss (including noncontrolling interests)
$ ( 2,932 )
$ ( 3,134 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
35
84
Depreciation and amortization
37
87
Amortization of operating lease right-of-use assets
33
224
Recoveries of bad debt
-
( 79 )
Changes in operating assets and liabilities:
Accounts receivable and unbilled revenue, net
140
253
Inventory
17
( 2,312 )
Prepaid expenses and other current assets
27
232
Accounts payable, accrued payroll and employee benefits, and accrued expenses
374
( 287 )
Contract liabilities
( 13 )
12
Operating lease obligations
( 33 )
( 294 )
Net cash used in operating activities
( 2,315 )
( 5,214 )
Cash flows from investing activities:
Purchase of property and equipment
( 36 )
( 47 )
Net cash used in investing activities
( 36 )
( 47 )
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs
7,866
-
Principal payments on finance lease obligations
( 52 )
( 99 )
Net cash provided by (used in) financing activities
7,814
( 99 )
Effect of exchange rate changes on cash and cash equivalents
12
403
Net increase (decrease) in cash and cash equivalents
5,475
( 4,957 )
Cash and cash equivalents at beginning of period
14,816
17,383
Cash and cash equivalents at end of period
$ 20,291
$ 12,426
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$ 60
$ 2
Cash paid for interest
$ 6
$ 6
Supplemental disclosure of non-cash investing and financial activities:
Property and equipment obtained in exchange for lease obligations
$ -
$ 24
The accompanying notes are an integral part of
these condensed consolidated financial statements.
5
NEONODE INC.
Notes to the Condensed Consolidated Financial
Statements
(Unaudited)
1. Interim Period Reporting
The accompanying unaudited
interim condensed consolidated financial statements include all adjustments consisting of normal recurring adjustments that are, in the
opinion of management, necessary for a fair presentation of the financial position and results of operations and cash flows for the interim
periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of results
for a full fiscal year or any other period.
The accompanying condensed
consolidated financial statements for the three and six months ended June 30, 2023 and 2022 have been prepared by us, pursuant to the
rules and regulations of the United States 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 United States of
America (“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, 2022.
Operations
Neonode Inc., which is collectively
with its subsidiaries referred to as “Neonode” or the “Company” in this report, develops advanced optical sensing
solutions for contactless touch, touch, gesture sensing, and object detection and machine perception solutions using advanced machine
learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. We market and sell
our contactless touch, touch, and gesture sensing, and object detection products and solutions based on our zForce technology platform,
and our scene analysis solutions based on our MultiSensing technology platform. We offer 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 our operations, we have
historically focused on three different business areas, human machine interface (“HMI”) Solutions, HMI Products and Remote
Sensing Solutions. On May 4, 2021, we announced a new strategy and organizational update targeting an increased focus on the Company’s
contactless touch business and on current market opportunities in North America (“AMER”), Asia-Pacific (“APAC”),
and Europe, Middle East and Africa (“EMEA”). We thereby changed 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 fees.
Liquidity
We have incurred significant
operating losses and negative cash flows from operations since our inception. The Company incurred net losses of approximately $ 1.5 million
and $ 2.9 million and $ 1.5 million and $ 2.9 million for the three and six months ended June 30, 2023 and 2022, respectively, and had an
accumulated deficit of approximately $ 210.4 million and $ 207.5 million as of June 30, 2023 and December 31, 2022, respectively. In addition,
operating activities used cash of approximately $ 2.3 million and $ 5.2 million for the six months ended June 30, 2023 and 2022, respectively.
The condensed consolidated
financial statements included in this report 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 has evaluated the
significance of the Company’s operating loss and has determined that the Company’s current operating plan and sources of potential
capital (including the Company’s at-the-market facility described below) are sufficient to alleviate concerns about the Company’s
ability to continue as a going concern. During the six months ended June 30, 2023, the Company sold an aggregate of 903,716 shares of
its common stock under the at-the-market facility with aggregate net proceeds to the Company of $ 7,866,000 , after payment of commissions
to B. Riley Securities, the agent for the at-the-market facility, and other expenses of $ 244,000 .
6
In the future, we may require
additional sources of capital 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 to us on acceptable terms, or at all, we may
be unable to adequately fund our business plans, which could have a negative effect on our business, results of operations and financial
condition. If funds are available through the issuance of equity or debt securities, 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 on us that could impair our ability to engage in certain business transactions.
We expect revenues 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.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated
financial statements have been prepared in accordance with 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, until September 30, 2022. On October 1,
2022, the remaining 49 % of Pronode Technologies AB was acquired from 2X Communication AB, located in Gothenburg, Sweden. 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 June 30, 2023 and December 31, 2022 and the condensed consolidated statements of operations, comprehensive loss, stockholders’
equity and cash flows for the three and six months ended June 30, 2023 and 2022 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 as stock-based compensation.
7
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.
Concentration of Cash Balance Risks
Cash and cash equivalents
balances are maintained at various banks in the United States, Japan, Taiwan and Sweden. For deposits held with financial institutions
in the United States, 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 1,050,000 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 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 Credit Losses
Accounts receivable is stated
at net realizable value. We estimate and record a provision for expected credit losses related to our financial instruments, including
our trade receivables. We consider historical collection rates, the current financial status of our customers, macroeconomic factors,
and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered
in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable,
we believe that the carrying value, net of excepted losses, approximates fair value and therefore, relies more on historical and current
analysis of such financial instruments, including our trade receivables.
Further, we consider macroeconomic factors
and the status of the technology industry to estimate if there are current expected credit losses within our trade receivables based on
the trends and our expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are
established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of
default.
The accounts receivable balance
on our consolidated balance sheet as of June 30, 2023 was $ 1.3 million, net of approximately $ 30,000 of allowances. The following table
provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present
the net amount expected to be collected at June 30, 2023:
Balance at January 1, 2023
$
30,000
Change in expected credit losses
-
Write-offs, net of recoveries
-
Balance at June 30, 2023
$
30,000
Inventory
The Company’s inventory
consists primarily of components that will be used in the manufacturing of our touch sensor modules (“TSMs”). We classify
inventory for reporting purposes as raw materials, work-in-process, and finished goods.
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 fully 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 the type of AirBar and in which location
it is stored. The AirBar inventory reserve was $ 0.3 million and $ 0.3 million as of June 30, 2023 and December 31, 2022, respectively.
8
Raw materials, work-in-process,
and finished goods are as follows (in thousands):
June 30,
December 31,
2023
2022
Raw materials
$ 3,068
$ 3,177
Work-in-process
392
414
Finished goods
211
236
Ending inventory
$ 3,671
$ 3,827
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
Depreciation of equipment
purchased under a finance lease is depreciated 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.
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 Assets
We assess any impairment by
estimating the future cash flow from the associated asset in accordance with relevant accounting guidance. If the estimated undiscounted
future cash flow related to these assets decreases or the useful life is shorter than originally estimated, we may incur charges for impairment
of these assets. As of June 30, 2023, 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 $( 141,000 ) and $( 106,000 ) and $ 41,000 and $ 74,000 during the three and
six months ended June 30, 2023 and 2022, 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 $ 0 and $( 5,000 ) during the three
and six months ended June 30, 2023, respectively, compared to $ 30,000 and $ 29,000 during the same periods in 2022, respectively.
9
Concentration of Credit and Business Risks
Our customers are located
in the United States, Europe and Asia.
As of June 30, 2023, four
of our customers represented approximately 71 % of our consolidated accounts receivable and unbilled revenues.
As of December 31, 2022, five
of our customers represented approximately 83 % of our consolidated accounts receivable and unbilled revenues.
Customers who accounted for
10 % or more of our net revenues during the three months ended June 30, 2023 are as follows:
● Hewlett-Packard Company – 37 %
● Alpine Electronics, Inc – 15 %
● Seiko Epson Corporation – 14 %
● LG Electronics Inc. – 12 %
Customers who accounted for
10 % or more of our net revenues during the six months ended June 30, 2023 are as follows:
● Hewlett-Packard Company – 34 %
● Seiko Epson Corporation – 17 %
● Alpine Electronics, Inc
– 15 %
● LG Electronics Inc. – 13 %
Customers who accounted for
10 % or more of our net revenues during the three months ended June 30, 2022 are as follows:
● Hewlett-Packard Company – 24 %
● Seiko Epson Corporation – 19 %
● LG Electronics Inc. – 13 %
Customers who accounted for
10 % or more of our net revenues during the six months ended June 30, 2022 are as follows:
● Hewlett-Packard Company – 28 %
● Seiko Epson Corporation – 18 %
● LG Electronics Inc. – 14 %
● Alpine Electronics, Inc – 10 %
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 (e.g., 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.
License fees and sales of
our AirBar and TSMs 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.
10
We recognize revenue net of
allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat all
product shipping and handling charges (regardless of when they occur) as activities to fulfill the promise to transfer goods, therefore
we treat all shipping and handling charges as expenses.
License Fees
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 estimates of those royalties.
Explicit return rights are
not offered to customers. There have been no returns through June 30, 2023.
Product Sales
We earn revenue from sales
of TSM hardware products to our Original Equipment Manufacturer (“OEM”), Original Design Manufacturer (“ODM”)
and Tier 1 supplier customers, who embed our hardware into their products, and from sales of branded consumer products that incorporate
our TSMs that are sold through distributors or directly to end users. These distributors are generally given business terms that allow
them to return unsold inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs.
Our sales agreements generally provide customers with limited rights of return and warranty provisions.
The timing of revenue recognition
related to AirBar modules depends upon how each sale is transacted - either point-of-sale or through distributors. We recognize revenue
for AirBar modules sold point-of-sale (online sales and other direct sales to customers) when we provide the promised product to the customer.
Because we generally use distributors
to provide TSMs and AirBars to our customers, we must analyze the terms of our distributor agreements to determine when control passes
from us to our distributors. For sales of TSMs and AirBars sold through distributors, we recognize revenues 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 the distributors,
the distributors have legal title to and physical possession of products purchased from us, and the distributors have significant risks
and rewards of ownership of products purchased.
Distributors participate in
various cooperative marketing and other incentive programs, and we maintain estimated accruals and allowances for these programs. If actual
credits received by distributors under these programs were to deviate significantly from our estimates, which are based on historical
experience, our revenue could be adversely affected.
Under U.S. GAAP, companies may
make reasonable aggregations and approximations of returns data to accurately estimate returns. Our TSM and AirBar returns and warranty
experience to date has enabled us to make reasonable returns estimates, which are supported by the fact that our product sales involve
homogenous transactions. The reserve for future sales returns is recorded as a reduction of our accounts receivable and revenue and was
$ 8,000 as of June 30, 2023 and $ 9,000 as of December 31, 2022. The warranty reserve is recorded as an accrued expense and cost of sales
and was $ 39,000 as of June 30, 2023 and $ 49,000 as of December 31, 2022. 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.
Non-Recurring Engineering
For technology license or
TSM contracts that require modification or customization of the underlying technology to adapt the technology to customer use, we determine
whether the technology license or TSM, and required 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.
11
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 non-recurring
engineering contracts that are short-term in nature are recorded when those services are complete and accepted by customers.
Revenues from non-recurring
engineering 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 six months ended June 30, 2023 and 2022, no losses
related to SOW projects were recorded.
The following tables present
the net revenues distribution by geographical area and market for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):
Three months ended
June 30, 2023
Three months ended
June 30, 2022
Amount
Percentage
Amount
Percentage
AMER
Net revenues from consumer electronics
$ 508
90 %
$ 365
99 %
Net revenues from distributors and other
58
10 %
2
1 %
$ 566
100 %
$ 367
100 %
APAC
Net revenues from automotive
$ 332
64 %
$ 308
54 %
Net revenues from consumer electronics
173
33 %
243
42 %
Net revenues from distributors and other
17
3 %
23
4 %
$ 522
100 %
$ 574
100 %
EMEA
Net revenues from automotive
$ 112
100 %
$ 166
51 %
Net revenues from medical
-
- %
72
22 %
Net revenues from distributors and other
-
- %
88
27 %
$ 112
100 %
$ 326
100 %
Six months ended June 30, 2023
Six months ended June 30, 2022
Amount
Percentage
Amount
Percentage
AMER
Net revenues from consumer electronics
$ 955
92 %
$ 844
98 %
Net revenues from distributors and other
82
8 %
16
2 %
$ 1,037
100 %
$ 860
100 %
APAC
Net revenues from automotive
$ 689
60 %
$ 664
55 %
Net revenues from consumer electronics
431
37 %
478
39 %
Net revenues from distributors and other
36
3 %
73
6 %
$ 1,156
100 %
$ 1,215
100 %
EMEA
Net revenues from automotive
$ 201
77 %
$ 254
49 %
Net revenues from medical
34
13 %
136
27 %
Net revenues from distributors and other
25
10 %
120
24 %
$ 260
100 %
$ 510
100 %
12
Significant Judgments
Our contracts with customers
may include promises to transfer multiple products and services to a customer, particularly when one of our customers contracts with us
for a product and related engineering services fees for customizing that product for our customer. Determining whether products and services
are considered distinct performance obligations that should be accounted for separately may require significant judgment. Judgment may
also be required to determine the SSP for each distinct performance obligation identified, although we generally structure our contracts
such that performance obligations and pricing for each performance obligation are specifically addressed. We currently have no outstanding
contracts with multiple performance obligations; however, we recently negotiated a contract that may include multiple performance obligations
in the future.
Judgment is also required
to determine when control of products passes from us to our distributors, as well as the amounts of product that may be returned to us.
Our products are sold with a right of return, and we may provide other credits or incentives to our customers, which could result in variability
when determining the amount of revenue to recognize. At the end of each reporting period, we use product returns history and additional
information that becomes available to estimate returns and credits. We do not recognize revenue if it is probable that a significant reversal
of any incremental revenue would occur.
Finally, judgment is required
to determine the amount of unbilled license fees at the end of each reporting period.
Contract Balances
Timing of revenue recognition
may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to receive future payments
from customers, and we record unearned 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 June 30, 2023 and December 31, 2022 (in thousands):
June 30,
2023
December 31,
2022
Accounts receivable and unbilled revenue, net
$ 1,301
$ 1,448
Contract liabilities (deferred revenues)
$ 22
$ 36
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; contract assets are generally classified as current. The Company sometimes receives advances or deposits
from its customers before revenue is recognized, which are reported as contract liabilities and are generally classified as current. These
assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.
We do not anticipate impairment
of our contract assets 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 to assess whether the contract assets
have been impaired.
The allowance for credit losses
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.
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.
13
Costs to Obtain Contracts
We record the incremental
costs of obtaining a contract with a customer as a contract asset, if we expect the benefit of those costs to cover a period greater than
one year. We currently have no incremental costs that must be capitalized.
We expense as incurred costs
of obtaining a contract when the amortization period of those costs would have been less than or equal to one year.
Product Warranty
The following table summarizes
the activity related to the product warranty liability (in thousands):
June 30,
2023
December 31,
2022
Balance at beginning of period
$ 49
$ 36
Provisions for warranty issued
( 10 )
13
Balance at end of period
$ 39
$ 49
The Company accrues for warranty
costs as part of its cost of sales of TSMs based on estimated costs. The Company’s products are generally covered by a warranty
for a period of 12 months from the customer receipt of the product included as a component of accrued expenses on the condensed consolidated
balance sheet.
Contract Liabilities
Contract liabilities (deferred
revenues) consist primarily of prepayments for license fees, and other products or services that we have been paid in advance. We 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. Non-recurring engineering fee revenues are deferred until engineering services have been completed and
accepted by our customers.
The following table presents
our deferred revenues by source (in thousands):
June 30,
2023
December 31,
2022
Deferred revenues license fees
$ 13
$ 20
Deferred revenues products
8
9
Deferred revenues non-recurring engineering
1
7
$ 22
$ 36
During the three and six months
ended June 30, 2023, the Company recognized revenues of approximately $ 9,000 and 14,000 , respectively, related to contract liabilities
outstanding at the beginning of the year.
Advertising
Advertising costs are expensed
as incurred. Advertising costs for the three and six months ended June 30, 2023 and 2022 amounted to approximately $ 58,000 and $ 112,000
and $ 38,000 and $ 84,000 , 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.
14
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
We recognize any noncontrolling
interest, also known as a minority interest, as a separate line item in stockholders’ equity in the condensed consolidated financial
statements. A noncontrolling interest represents the portion of equity ownership in a less-than-wholly owned subsidiary not attributable
to us. Generally, any interest that holds less than 50 % of the outstanding voting shares is deemed to be a noncontrolling interest; however,
there are other factors, such as decision-making rights, that are considered as well. We include the amount of net income (loss) attributable
to noncontrolling interests in consolidated net income (loss) on the face of the condensed consolidated statements of operations.
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 Company, 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 June 30, 2023 and December 31, 2022. In the event we were to
determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset would increase
income in the period such determination was made. The provision for income taxes represents the net change in deferred tax amounts, plus
income taxes paid or payable for the current period.
We follow U.S. GAAP related
accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing, de-recognizing and measuring
uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized tax benefits. As of June 30, 2023 and December
31, 2022, we had no unrecognized tax benefits.
Net Loss per Share
Net loss per share amounts
have been computed based on the weighted average number of shares of common stock outstanding during the three and six months ended June
30, 2023. Net loss per share, assuming dilution amounts from common stock equivalents, is computed based on the weighted-average number
of shares of common stock and potential common stock equivalents outstanding during the period. The weighted-average number of shares
of common stock and potential common stock equivalents used in computing the net loss per share for the three and six months ended June
30, 2023 and 2022 exclude the potential common stock equivalents, as the effect would be anti-dilutive (see Note 8).
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 as accumulated other comprehensive income (loss) in the accompanying condensed consolidated
balance sheets.
15
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 rates for the condensed consolidated statements of operations were as follows:
Six months ended
June 30,
2023
2022
Swedish Krona
10.50
9.59
Japanese Yen
134.81
123.07
South Korean Won
1,295.87
1,232.97
Taiwan Dollar
30.56
28.73
The exchange rates for the
condensed consolidated balance sheets were as follows:
As of
June 30,
December 31,
2023
2022
Swedish Krona
10.78
10.43
Japanese Yen
144.36
131.12
South Korean Won
1,318.56
1,261.91
Taiwan Dollar
31.16
30.66
Fair Value of Financial Instruments
We disclose the estimated
fair values for all financial instruments for which it is practicable to estimate fair value. Financial instruments including cash and
cash equivalents, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to their short maturities.
Recent 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 effective for fiscal years beginning after December 15, 2022, as we were a smaller reporting company
as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of our accounts receivable,
and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did
not have a material impact on our condensed consolidated financial statements or disclosures. Specifically, our estimate of expected credit
losses as of June 30, 2023, using our expected credit loss evaluation process described above, resulted in no adjustments to the provision
for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.
16
3. Stockholders’ Equity
At-the-Market Facility
On
May 10, 2021, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc.
(“B. Riley Securities”) with respect to an “at the market” offering program (the “ATM Facility”),
under which we may, from time to time, in our sole discretion, issue and sell through B. Riley Securities, acting as sales agent, up to
$ 25 million of shares of our common stock.
Pursuant
to the Sale Agreement, we may sell the shares through B. Riley Securities by any method permitted that is deemed an “at the market”
offering as defined in Rule 415 under the Securities Act of 1933, as amended. B. Riley Securities will use commercially reasonable efforts
consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us (including
any price or size limits or other customary parameters or conditions we may impose). We will pay B. Riley Securities a commission of 3.0 %
of the gross sales price per share sold under the Sales Agreement.
We
are not obligated to sell any shares under the Sale Agreement. The offering of shares pursuant to the Sale Agreement will terminate upon
the earlier to occur of (i) the issuance and sale, through B. Riley Securities, of all of the shares subject to the Sales Agreement and
(ii) termination of the Sale Agreement in accordance with its terms.
Common Stock
As of June 30, 2023 and December
31, 2022, our Restated Certificate of Incorporation, as amended, authorized us to issue up to 25,000,000 shares of common stock, par value
$ 0.001 per share.
On May 20, 2022, we issued
4,000 shares of our common stock to a director pursuant to the Neonode Inc. 2020 Stock Incentive Plan (the “2020 Plan”) (see
Note 4).
On September 15, 2022, we repurchased
10,252 shares of common stock from an employee who resigned during the two-year lock up period associated with such shares for $ 12,000 ,
pursuant to the terms of the 2020 Long-Term Incentive Program (“2020 LTIP”).
During the year ended December
31, 2022, we sold an aggregate of 886,065 shares of common stock under the ATM Facility, resulting in net proceeds of approximately $ 4,686,000
after payment of commissions to B. Riley Securities and other expenses of $ 167,000 .
During the six months ended
June 30, 2023, we sold an aggregate of 903,716 shares of our common stock under the ATM Facility with aggregate net proceeds of $ 7,866,000 ,
after payment of commissions to B. Riley Securities and other expenses of $ 244,000 .
Preferred Stock
As of June 30, 2023 and December
31, 2022, our Restated Certificate of Incorporation, as amended, authorized us to issue up to 1,000,000 shares of preferred stock, par
value $ 0.001 per share.
There were no transactions
in our preferred stock during the three and six months ended June 30, 2023 and 2022. No shares of preferred stock were issued and outstanding
as of June 30, 2023 and December 31, 2022.
Warrants
As of June 30, 2023 and December
31, 2022, the Company had no outstanding warrants to purchase common stock.
17
4. Stock-Based Compensation
We have adopted equity incentive
plans for which stock options and restricted stock awards are available for grants to employees, consultants and directors. Except for
certain options granted to certain Swedish employees, 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. Vesting for all outstanding option grants is based solely on continued service as an employee,
consultant or director. All of our outstanding stock options and restricted stock awards are classified as equity instruments.
Stock Options and Long-Term Incentive Plan
During the year ended December
31, 2020, our stockholders approved the 2020 Plan which replaced our 2015 Stock Incentive Plan (the “2015 Plan”), which in
turn replaced our Neonode Inc. 2006 Equity Incentive Plan (the “2006 Plan”). Although no new awards may be made under the
2006 Plan or 2015 Plan, the 2015 Plan is still operative for awards previously granted under such plan. There are no awards outstanding
under the 2006 Plan. Under the 2020 Plan, 750,000 shares of common stock have been reserved for awards, including nonqualified stock option
grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under
the 2020 Plan are set by our compensation committee at its discretion.
In 2020 we established the 2020
LTIP to provide eligible persons with the opportunity to acquire an equity interest, or otherwise increase their equity interest, in the
Company as an incentive for them to remain in the service of the Company. Through the 2020 LTIP, eligible employees of Neonode may waive
between 50 % to 67 % of future unearned bonuses that may be awarded to them under the Company’s annual bonus arrangement in exchange
for the grant of shares of the Company’s common stock.
On December 29, 2020, we issued
37,288 shares of common stock to key employees pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year
lock-up period after issuance. In the event the participant’s employment with Neonode is terminated by the participant during the
two-year lock-up period, the Company will repurchase the shares at a price equal to 30 % of the lower of market value at issuance and termination
date. Neonode has reported and paid Swedish social charges of $ 75,000 for the issued shares but only 30 % of the stock-based compensation
(totaling $ 77,000 ) was recognized immediately in the consolidated statement of operations for the year ended December 31, 2020, with the
remainder to be recognized ratably over the two-year lock-up period.
On August 12, 2021, we issued
12,830 shares of common stock to a key employee pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year
lock-up period after issuance. In the event the participant’s employment with the Company is terminated by the participant during
the two-year lock-up period, the Company will repurchase the shares at a price equal to 30 % of the lower of market value at issuance and
the termination date. The Company has reported and paid Swedish social charges of $ 21,000 for the issued shares but only 30 % of the stock-based
compensation (totaling $ 25,000 ) was recognized immediately in the consolidated statements of operations for the year ended December 31,
2021, with the remainder to be recognized ratably over the two-year lock-up period.
On December 29, 2021, we issued
14,735 shares of common stock to key employees pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year
lock-up period after issuance. In the event the participant’s employment with Neonode is terminated by the participant during the
two-year lock-up period, the Company will repurchase the shares at a price equal to 30 % of the lower of market value at issuance and termination
date. Neonode has reported and paid Swedish social charges of $ 46,000 for the issued shares but only 30 % of the stock-based compensation
(totaling $ 38,000 ) was recognized immediately in the consolidated statements of operations for the year ended December 31, 2021, with
the remainder to be recognized ratably over the two-year lock-up period.
18
On May 20, 2022, we issued
4,000 shares of common stock to a director pursuant to the 2020 Plan. The shares were immediately vested but subject to a two-year lock-up
period after issuance. In the event the participant’s employment with the Company is terminated by the participant during the two-year
lock-up period, the Company will repurchase the shares at a price equal to 30 % of the lower of market value at issuance and the termination
date. The Company has reported and paid Swedish social charges of $ 5,000 for the issued shares but only 30 % of the stock-based compensation
(totaling $ 5,000 ) was recognized immediately in the consolidated statements of operations for the year ended December 31, 2022, with the
remainder to be recognized ratably over the two-year lock-up period.
On September 15, 2022, we
repurchased 10,252 shares of common stock from an employee who resigned during the two-year lock up period associated with such shares
for $ 12,000 , pursuant to the terms of the 2020 LTIP.
For the three and six
months ended June 30, 2023 and 2022, we recognized $ 17,000 and $ 35,000 and $ 45,000 and $ 84,000 , respectively, of stock-based
compensation for the amortization of the fair value of stock awards issued under the 2020 LTIP and 2020 Plan over the respective
lock-up periods.
A summary of the combined
activity under all of our stock option plans is set forth below:
Number
of Options
Outstanding
Weighted
Average
Exercise
Price
Outstanding at January 1, 2023
2,500
$ 14.40
Expired
-
-
Outstanding at June 30, 2023
2,500
$ 14.40
The aggregate intrinsic value
of the 2,500 stock options that are outstanding, vested and expected to vest as of June 30, 2023 was $ 0 .
For the three and six months
ended June 30, 2023 and 2022, we recorded no compensation expense related to the vesting of stock options.
During the three and six months
ended June 30, 2023, 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, 2015 and 2020 Plans are exercisable over a maximum term of 10 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.
19
5. Commitments and Contingencies
Indemnities and Guarantees
Our bylaws require that we
indemnify each of our executive officers and directors for certain events or occurrences arising 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 any future amounts paid. As a result of our
insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal and we have no liabilities
recorded for these agreements as of June 30, 2023 and December 31, 2022.
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 June
30, 2023 and December 31, 2022.
Patent Assignment
On May 6, 2019, the Company
assigned a portfolio of patents to Aequitas Technologies LLC ("Aequitas"), an unrelated third party. The assignment provides
the Company the right to share the potential net proceeds to Aequitas generated from possible licensing and monetization program that
Aequitas may enter into. Under the terms of the assignment, net proceeds means gross proceeds less out of pocket expenses and legal fees
paid by Aequitas. The Company’s share would also be net of the Company’s own fees and expenses, including a brokerage fee
payable by the Company in connection with the original assignment to Aequitas.
On June 8, 2020, Neonode Smartphone LLC, an unrelated third party that
is a subsidiary of Aequitas (“Aequitas Sub"), filed complaints against Apple and Samsung in the Western District of Texas for
infringing two patents. The case against Apple was subsequently transferred to the Northern District of California. In December 2022,
the Patent Trial and Appeal Board invalidated one of the two patents, which Aequitas Sub is appealing. On August 2, 2023, the United States
District Court for the Western District of Texas entered judgment in favor of Samsung. The case against Apple is still ongoing.
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 2,000,000 ASICs sold. As of June 30, 2023, we had made no payments to TI under the
NN1002 Agreement.
20
6. Segment Information
We have one reportable segment,
which is comprised of the touch technology licensing and products business. We report 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 six months ended June 30, 2023 and 2022, respectively (dollars in thousands):
Three months ended
June 30, 2023
Three months ended
June 30, 2022
Amount
Percentage
Amount
Percentage
United States
$ 566
47 %
$ 367
29 %
Japan
354
30 %
395
31 %
South Korea
150
12 %
164
13 %
Germany
104
9 %
61
4 %
China
18
2 %
11
1 %
Sweden
8
- %
84
7 %
France
-
- %
109
9 %
Switzerland
-
- %
72
6 %
Other
-
- %
4
- %
$ 1,200
100 %
$ 1,267
100 %
Six months ended
June 30, 2023
Six months ended
June 30, 2022
Amount
Percentage
Amount
Percentage
United States
$ 1,037
42 %
$ 860
33 %
Japan
803
33 %
782
30 %
South Korea
322
13 %
367
14 %
Germany
215
9 %
118
5 %
Switzerland
34
1 %
136
6 %
China
24
1 %
31
1 %
Sweden
7
- %
84
3 %
France
-
- %
145
6 %
Other
11
1 %
62
2 %
$ 2,453
100 %
$ 2,585
100 %
The following table presents
our total assets by geographic region as of June 30, 2023 and December 31, 2022 (in thousands):
June 30,
2023
December 31,
2022
United States
$ 19,756
$ 15,630
Sweden
6,497
5,511
Asia
42
57
Total
$ 26,295
$ 21,198
21
7. Leases
We have operating leases for
our manufacturing facility, and finance leases for equipment. Our leases have remaining lease terms of two months to three years. One
of our primary operating leases includes options to extend the lease for one to three years and the other primary lease includes an option
to annually extend. These operating leases also include options to terminate the leases within one year. 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.
Our operating leases represent
building leases for our Stockholm corporate offices and our Kungsbacka manufacturing facility. Our Stockholm corporate office lease has
a remaining lease term of under one year and both of our leases are automatically renewed at a cost increase of 2 % on an annual basis,
unless we provide written notice nine months prior to the respective expiration dates.
We report operating lease
right-of-use assets, as well as current and noncurrent operating lease 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 current and noncurrent finance lease obligations on our condensed consolidated balance sheets for our manufacturing equipment.
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
June 30,
Six months ended
June 30,
2023
2022
2023
2022
Operating lease cost (1)
$ 129
$ 152
$ 256
$ 318
Finance lease cost:
Amortization of leased assets
5
27
8
57
Interest on lease liabilities
2
4
4
6
Total finance lease cost
7
31
12
63
(1) Includes
short-term lease costs of $ 110,000 and $ 218,000 and $ 37,000 and $ 81,000 for the three and six months ended June 30, 2023 and 2022, respectively.
22
Supplemental cash flow information
related to leases was as follows (in thousands):
Three months ended
June 30,
Six months ended
June 30,
2023
2022
2023
2022
Cash paid for amounts included in leases:
Operating cash flows from operating leases
$ ( 17 )
$ ( 110 )
$ ( 33 )
$ ( 294 )
Operating cash flows from finance leases
( 2 )
( 4 )
( 4 )
( 6 )
Financing cash flows from finance leases
( 24 )
( 38 )
( 52 )
( 99 )
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
-
-
-
-
Supplemental balance sheet
information related to leases was as follows (in thousands):
June 30,
2023
December 31,
2022
Operating leases
Operating lease right-of-use assets
$ 83
$ 118
Current portion of operating lease obligations
$ 66
$ 83
Operating lease liabilities, net of current portion
17
35
Total operating lease liabilities
$ 83
$ 118
Finance leases
Property and equipment, at cost
$ 2,535
$ 2,622
Accumulated depreciation
( 2,329 )
( 2,418 )
Property and equipment, net
$ 206
$ 204
Current portion of finance lease obligations
$ 54
$ 95
Finance lease liabilities, net of current portion
31
46
Total finance lease liabilities
$ 85
$ 141
June 30,
2023
December 31,
2022
Weighted Average Remaining Lease Term
Operating leases
1.3 years
1.8 years
Finance leases
1.3 years
1.5 years
Weighted Average Discount Rate:
Operating leases (2)
5 %
5 %
Finance leases
3 %
2 %
(2) Upon
adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019
23
A summary of future minimum
payments under non-cancellable operating lease commitments as of June 30, 2023 is as follows (in thousands):
Year ending December 31,
Total
2023 (remaining months)
35
2024
51
86
Less imputed interest
( 3 )
Total lease liabilities
$ 83
Less current portion
( 66 )
$ 17
The following is a schedule
of minimum future rentals on the non-cancellable finance leases as of June 30, 2023 (in thousands):
Year ending December 31,
Total
2023 (remaining months)
38
2024
32
2025
18
Total minimum payments required:
88
Less amount representing interest:
( 3 )
Present value of net minimum lease payments:
85
Less current portion
( 54 )
$ 31
8. Net Loss per Share
Basic net loss per common
share for the three and six months ended June 30, 2023 and 2022 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. for the relevant period by the weighted average
number of shares of common stock and common stock equivalents outstanding.
There were no potentially
dilutive common stock equivalents for the three and six months ended June 30, 2023 and 2022, respectively.
Three months ended
June 30,
Six months ended
June 30,
(in thousands, except per share amounts)
2023
2022
2023
2022
BASIC AND DILUTED
Weighted average number of common shares outstanding
15,359
13,578
15,285
13,577
Net loss attributable to Neonode Inc.
$ ( 1,507 )
$ ( 1,548 )
$ ( 2,932 )
$ ( 2,928 )
Net loss per share - basic and diluted
$ ( 0.10 )
$ ( 0.11 )
$ ( 0.19 )
$ ( 0.22 )
9. Subsequent Events
No other 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.