NEONODE INC., 10-Q filed on 14 Aug 19
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 08, 2019
Document and Entity Information [Abstract]    
Entity Registrant Name Neonode Inc.  
Entity Central Index Key 0000087050  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Jun. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Entity Filer Category Non-accelerated Filer  
Entity Current Reporting Status Yes  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Ex Transition Period false  
Entity Common Stock, Shares Outstanding   8,811,154
Entity Filer Number 1-35526  
Entity Interactive Data Current Yes  
Entity Incorporation State Country Code DE  
v3.19.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Current assets:    
Cash $ 4,638 $ 6,555
Accounts receivable and unbilled revenue, net 1,784 1,830
Projects in process 8
Inventory 1,166 1,219
Prepaid expenses and other current assets 762 890
Total current assets 8,358 10,494
Investment in joint venture 3 3
Property and equipment, net 2,011 2,484
Operating lease right-of-use assets 728
Other assets 246 261
Total assets 11,346 13,242
Current liabilities:    
Accounts payable 401 501
Accrued payroll and employee benefits 1,112 902
Accrued expenses 93 265
Deferred revenues 66 75
Current portion of finance lease obligations 547 570
Current portion of operating lease obligations 427
Total current liabilities 2,646 2,313
Finance lease obligations, net of current portion 807 1,133
Operating lease obligations, net of current portion 266  
Total liabilities 3,719 3,446
Commitments and contingencies
Stockholders' equity:    
Series B Preferred stock, 54,425 shares authorized with par value $0.001 per share; 80 and 82 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively. (In the event of dissolution, each share of Series B Preferred stock has a liquidation preference equal to par value of $0.001 per share over the shares of common stock)
Common stock, 15,000,000 shares authorized with par value $0.001 per share; 8,800,577 and 8,800,313 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively. 9 9
Additional paid-in capital 197,507 197,507
Accumulated other comprehensive loss (611) (456)
Accumulated deficit (187,059) (185,222)
Total Neonode Inc. stockholders' equity 9,846 11,838
Noncontrolling interests (2,219) (2,042)
Total stockholders' equity 7,627 9,796
Total liabilities and stockholders' equity $ 11,346 $ 13,242
v3.19.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Common stock, shares authorized 15,000,000 15,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 8,800,577 8,800,313
Common stock, shares outstanding 8,800,577 8,800,313
Series B Preferred Stock    
Preferred stock, shares authorized 54,425 54,425
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 80 82
Preferred stock, shares outstanding 80 82
Preferred stock, liquidation preference $ 0.001 $ 0.001
v3.19.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Revenues:        
License fees $ 1,467 $ 1,761 $ 3,409 $ 4,084
Sensor module 223 85 273 137
Non-recurring engineering 20 30 40 30
Total revenues 1,710 1,876 3,722 4,251
Cost of revenues:        
Sensor module 72 89 56 134
Non-recurring engineering (1) 116 1
Total cost of revenues 71 89 172 135
Total gross margin 1,639 1,787 3,550 4,116
Operating expenses:        
Research and development 1,452 1,362 2,711 2,880
Sales and marketing 491 470 940 1,026
General and administrative 1,010 1,116 1,881 2,250
Total operating expenses 2,953 2,948 5,532 6,156
Operating loss (1,314) (1,161) (1,982) (2,040)
Other expense:        
Interest expense 9 13 19 27
Total other expense 9 13 19 27
Loss before provision for income taxes (1,323) (1,174) (2,001) (2,067)
Provision for income taxes 7 1 13 8
Net loss including noncontrolling interests (1,330) (1,175) (2,014) (2,075)
Less: Net loss attributable to noncontrolling interests 66 211 177 418
Net loss attributable to Neonode Inc. $ (1,264) $ (964) $ (1,837) $ (1,657)
Loss per common share:        
Basic and diluted loss per share $ (0.14) $ (0.16) $ (0.21) $ (0.28)
Basic and diluted - weighted average number of common shares outstanding 8,801 5,859 8,800 5,859
v3.19.2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Statement of Comprehensive Income [Abstract]        
Net loss $ (1,330) $ (1,175) $ (2,014) $ (2,075)
Other comprehensive income (loss):        
Foreign currency translation adjustments 26 (336) (155) (430)
Comprehensive loss (1,304) (1,511) (2,169) (2,505)
Less: Comprehensive loss attributable to noncontrolling interests 66 211 177 418
Comprehensive loss attributable to Neonode Inc. $ (1,238) $ (1,300) $ (1,992) $ (2,087)
v3.19.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Series B Preferred Stock
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Total Neonode Inc. Stockholders' Equity
Noncontrolling Interests
Total
Balances at Dec. 31, 2017 $ 6 $ 192,861 $ (99) $ (183,745) $ 9,023 $ (1,160) $ 7,863
Balances, shares at Dec. 31, 2017 83 5,859            
Adjustment related to adoption of ASC 606 revenue recognition 1,583 1,583 1,583
Stock option and warrant compensation expense to employees and directors 12 12 12
Foreign currency translation adjustment (94) (94) (94)
Net loss (693) (693) (207) (900)
Balances at Mar. 31, 2018 $ 6 192,873 (193) (182,855) 9,831 (1,367) 8,464
Balances, shares at Mar. 31, 2018 83 5,859            
Balances at Dec. 31, 2017 $ 6 192,861 (99) (183,745) 9,023 (1,160) 7,863
Balances, shares at Dec. 31, 2017 83 5,859            
Foreign currency translation adjustment               (430)
Net loss               (2,075)
Balances at Jun. 30, 2018 $ 6 192,891 (529) (183,819) 8,549 (1,578) 6,971
Balances, shares at Jun. 30, 2018 83 5,859            
Balances at Mar. 31, 2018 $ 6 192,873 (193) (182,855) 9,831 (1,367) 8,464
Balances, shares at Mar. 31, 2018 83 5,859            
Stock option and warrant compensation expense to employees and directors 18 18 18
Foreign currency translation adjustment (336) (336) (336)
Net loss (964) (964) (211) (1,175)
Balances at Jun. 30, 2018 $ 6 192,891 (529) (183,819) 8,549 (1,578) 6,971
Balances, shares at Jun. 30, 2018 83 5,859            
Foreign currency translation adjustment 13 13 13
Net loss (810) (810) (142) (952)
Balances at Sep. 30, 2018 $ 6 192,891 (516) (184,629) 7,752 (1,720) 6,032
Balances, shares at Sep. 30, 2018 83 5,859            
Foreign currency translation adjustment 60 60 60
Conversion of series B Preferred Stock to Common Stock
Conversion of series B Preferred Stock to Common Stock, shares (1)              
Proceeds from sale of common stock, net of offering costs $ 3 4,616 4,619 4,619
Proceeds from sale of common stock, net of offering costs, shares   2,941            
Net loss (593) (593) (322) (915)
Balances at Dec. 31, 2018 $ 9 197,507 (456) (185,222) 11,838 (2,042) 9,796
Balances, shares at Dec. 31, 2018 82 8,800            
Foreign currency translation adjustment (181) (181) (181)
Net loss (573) (573) (111) (684)
Balances at Mar. 31, 2019 $ 9 197,507 (637) (185,795) 11,084 (2,153) 8,931
Balances, shares at Mar. 31, 2019 82 8,800            
Balances at Dec. 31, 2018 $ 9 197,507 (456) (185,222) 11,838 (2,042) 9,796
Balances, shares at Dec. 31, 2018 82 8,800            
Foreign currency translation adjustment               (155)
Net loss               (2,014)
Balances at Jun. 30, 2019 $ 9 197,507 (611) (187,059) 9,846 (2,219) 7,627
Balances, shares at Jun. 30, 2019 80 8,801            
Balances at Mar. 31, 2019 $ 9 197,507 (637) (185,795) 11,084 (2,153) 8,931
Balances, shares at Mar. 31, 2019 82 8,800            
Foreign currency translation adjustment 26 26 26
Conversion of series B Preferred Stock to Common Stock
Conversion of series B Preferred Stock to Common Stock, shares (2) 1            
Net loss (1,264) (1,264) (66) (1,330)
Balances at Jun. 30, 2019 $ 9 $ 197,507 $ (611) $ (187,059) $ 9,846 $ (2,219) $ 7,627
Balances, shares at Jun. 30, 2019 80 8,801            
v3.19.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash flows from operating activities:    
Net loss (including noncontrolling interests) $ (2,014) $ (2,075)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation expense 29
Bad debt expense 19
Depreciation and amortization 439 536
Amortization of operating lease right-of-use assets 189
Changes in operating assets and liabilities:    
Accounts receivable and unbilled revenue, net 24 532
Projects in process (8) (224)
Inventory (5) (56)
Prepaid expenses and other current assets 118 45
Accounts payable and accrued expenses 1 219
Deferred revenues (14) (437)
Operating lease obligations (224)
Net cash used in operating activities (1,475) (1,431)
Cash flows from investing activities:    
Purchase of property and equipment (77) (145)
Net cash used in investing activities (77) (145)
Cash flows from financing activities:    
Principal payments on finance lease obligations (272) (277)
Net cash used in financing activities (272) (277)
Effect of exchange rate changes on cash (93) (250)
Net decrease in cash (1,917) (2,103)
Cash at beginning of period 6,555 5,796
Cash at end of period 4,638 3,693
Supplemental disclosure of cash flow information:    
Cash paid for income taxes 13 8
Cash paid for interest $ 19 $ 27
v3.19.2
Interim Period Reporting
6 Months Ended
Jun. 30, 2019
Interim Period Reporting [Abstract]  
Interim Period Reporting

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, 2019 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, 2019 and 2018 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, 2018.

 

We adopted the new lease accounting standard effective January 1, 2019. We used the required modified retrospective approach for adoption of the new standard, which allowed us to begin reporting operating leases on the balance sheet as of January 1, 2019. See Notes 2 and 7 for further discussion.

 

Operations

 

Neonode Inc., collectively with its subsidiaries is referred to as “Neonode”, develops and licenses user interfaces and optical touch technology to Original Equipment Manufacturers (“OEMs”) and Tier 1 suppliers who embed the Neonode technology into devices that they produce and sell. In the fourth quarter of 2016, Neonode started to manufacture and sell AirBar. In December 2017, we began selling embedded sensor modules that incorporate Neonode technology.

 

Liquidity

 

We have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net losses of approximately $1.3 million and $1.8 million and $1.0 million and $1.7 million for the three and six months ended June 30, 2019 and 2018, respectively, and had an accumulated deficit of approximately $187.1 million and $185.2 million as of June 30, 2019 and December 31, 2018, respectively. In addition, operating activities used cash of approximately $1.5 million and $1.4 million for the six months ended June 30, 2019 and 2018, respectively.

 

We expect that our revenues from license fees, sensor module, non-recurring engineering fees and AirBar sales will enable us to reduce our operating losses in 2019. In addition, we have improved the overall cost efficiency of our operations, as a result of the transition from providing our customers a full custom design solution to providing standardized sensor modules which require limited custom design work. We intend to continue to implement various measures to improve our operational efficiencies. No assurances can be given that management will be successful in meeting its revenue targets and reducing its operating loss.

 

The condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business. Management evaluated the significance of the Company’s operating loss and determined that the Company’s current operating plan and sources of capital would be sufficient to alleviate concerns about the Company’s ability to continue as a going concern.

 

We have obtained capital through private placements in recent years and currently have the ability to raise capital pursuant to an effective shelf registration statement, which is described immediately below.

 

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 financing is 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.

 

Shelf Registration Statement

 

In March 2017, we filed a $20 million shelf registration statement with the SEC that became effective on March 24, 2017. Subject to the availability of sufficient shares of authorized common stock, we may from time to time issue shares of our common stock under our shelf registration in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in a prospectus supplement and any other offering materials, at the time of the offering. Our shelf registration statement will expire on March 24, 2020.

v3.19.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Neonode Inc. and its wholly owned subsidiaries, as well as Pronode Technologies AB, a 51% majority owned subsidiary of Neonode Technologies AB. The remaining 49% of Pronode Technologies AB is owned by Propoint AB, located in Gothenburg, Sweden. Pronode Technologies AB was organized to sell engineering services within the automotive markets. All inter-company accounts and transactions have been eliminated in consolidation.

 

Neonode consolidates entities in which we have a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights, and variable interest entities (“VIEs”) in which Neonode is the primary beneficiary.

 

The condensed consolidated balance sheets at June 30, 2019 and December 31, 2018 and the condensed consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the three and six months ended June 30, 2019 and 2018 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

 

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 90 days or less to be cash equivalents.

 

Concentration of Cash Balance Risks

 

Cash balances are maintained at various banks in the U.S., Japan, Korea, Taiwan and Sweden. For deposits held with financial institutions in the U.S., the U.S. Federal Deposit Insurance Corporation, provides basic deposit coverage with limits up to $250,000 per owner. The Swedish government provides insurance coverage up to 100,000 Euro per customer and covers deposits in all types of accounts. The Japanese government provides insurance coverage up to 10,000,000 Yen per customer. The Korea Deposit Insurance Corporation provides insurance coverage up to 50,000,000 Won per customer. The Central Deposit Insurance Corporation in Taiwan provides insurance coverage up to 3,000,000 Taiwan Dollar, per customer. At times, deposits held with financial institutions may exceed the amount of insurance provided.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable is stated at net realizable value. Our policy is to maintain allowances for estimated losses resulting from the inability of our customers to make required payments. Credit limits are established through a process of reviewing the financial history and stability of each customer. 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 $19,000 and $149,000 as of June 30, 2019 and December 31, 2018, respectively.

 

Projects in Process

 

Projects in process consist of costs incurred toward the completion of various projects for certain customers. These costs are primarily comprised of direct engineering labor costs and project-specific equipment costs. These costs are capitalized on our condensed consolidated balance sheet as an asset and deferred until revenue for each project is recognized in accordance with our revenue recognition policy. Costs capitalized in projects in process were $8,000 as of June 30, 2019. There were no costs capitalized in projects in process as of December 31, 2018.

 

Inventory

 

Inventory is stated at the lower of cost, computed using the first-in, first-out method (“FIFO”), and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

 

As of June 30, 2019 and December 31, 2018, the Company’s inventory consists primarily of components that will be used in the manufacturing of our sensor modules. We segregate inventory for reporting purposes by raw materials, work-in-process, and finished goods.

 

Raw materials, work-in-process, and finished goods are as follows (in thousands):

 

   June 30,   December 31, 
   2019   2018 
Raw materials  $379   $246 
Work-in-process   201    220 
Finished goods   586    753 
Ending inventory  $1,166   $1,219 

 

Investment in Joint Venture

 

We have invested $3,000 for a 50% interest in Neoeye AB (“Neoeye”). 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. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and will be recognized in the condensed consolidated statements of operations and will also be adjusted by contributions to and distributions from Neoeye. The Company is not required to guarantee any obligations of Neoeye. There have been no operations of Neoeye through June 30, 2019.

 

Neoeye, as an unconsolidated equity investee, will recognize revenue from technology license agreements at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), performance obligations under the license agreement are satisfied, and the realization of revenue is assured, which is generally upon the receipt of the license proceeds. Neoeye may at times enter into license agreements whereby contingent revenues are recognized as one or more contractual milestones have been met.

 

We review our investment in Neoeye to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near-term prospects of Neoeye. If a decline in value is deemed to be other than temporary, we would recognize an impairment loss.

 

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based upon estimated useful lives of the assets as follows:

 

Estimated useful lives

 

  Computer equipment     3 years  
  Furniture and fixtures     5 years  
  Equipment     7 years  

 

Equipment purchased under a 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 June 30, 2019, 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 $26,000 and $(155,000) during the three and six months ended June 30, 2019, respectively, compared to translation losses of $336,000 and $430,000 during the same periods in 2018, 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 $(57,000) and $114,000 during the three and six months ended June 30, 2019, respectively, compared to $8,000 and $(21,000) during the same periods in 2018, respectively.

 

Concentration of Credit and Business Risks

 

Our customers are located in the U.S., Europe and Asia.

 

As of June 30, 2019, four customers represented approximately 70% of the Company’s accounts receivable compared to 67% as of December 31 2018. 

 

Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2019 are as follows:

 

  Hewlett Packard Company – 45%
     
  Epson – 11%
     
  Alpine – 13%
     
  Bosch – 11%

 

Customers who accounted for 10% or more of our net revenues during the six months ended June 30, 2019 are as follows:

 

  Hewlett Packard Company – 41%
     
  Epson – 14%
     
  Alpine – 12%
     
  Bosch – 10%

 

Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2018 are as follows:

 

  Hewlett Packard Company – 29%
     
  Epson – 14%
     
  Canon – 15%
     
  Amazon – 12%

 

Customers who accounted for 10% or more of our net revenues during the six months ended June 30, 2018 are as follows:

 

  Hewlett Packard Company – 34%
     
  Epson – 14%
     
  Canon – 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 fulfill the promise to transfer goods, therefore we treat all shipping and handling charges as expenses.

 

Licensing Revenues:

 

We earn revenue from licensing our internally developed intellectual property (“IP”). We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components in their products, with terms and conditions that vary by licensee. Fees under these agreements may include license fees relating to our IP, and royalties payable to us following the distribution by our licensees of products incorporating the licensed technology. The license for our IP has standalone value and can be used by the licensee without maintenance and support.

 

For technology license arrangements that do not require significant modification or customization of the underlying technology, we recognize technology license revenue when the license is made available to the customer and the customer has a right to use that license. At the end of each reporting period, we record unbilled license fees, using prior royalty revenue data by customer to make accurate estimates of those royalties.

 

Explicit return rights are not offered to customers. There have been no returns through June 30, 2019.

 

Engineering Services:

 

For technology license or sensor module contracts that require modification or customization of the underlying technology to adapt that technology to customer use, we determine whether the technology license or sensor module, and engineering consulting services represent separate performance obligations. We perform our analysis on a contract-by-contract basis. If there are separate performance obligations, we determine the standalone selling price (“SSP”) of each separate performance obligation to properly recognize revenue as each performance obligation is satisfied. We provide engineering consulting services to our customers under a signed Statement of Work (“SOW”). Deliverables and payment terms are specified in each SOW. We generally charge an hourly rate for engineering services, and we recognize revenue as engineering services specified in contracts are completed and accepted by our customers. Any upfront payments we receive for future non-recurring engineering services are recorded as unearned revenue until that revenue is earned.

 

We believe that recognizing non-recurring engineering services revenues as progress towards completion of engineering services and customer acceptance of those services occurs best reflects the economics of those transactions, because engineering services as tracked in our systems correspond directly with the value to our customers of our performance completed to date. Hours performed for each engineering project are tracked and reflect progress made on each project, and are charged at a consistent hourly rate.

 

Revenues from engineering services contracts that are short-term in nature are recorded when those services are complete and accepted by customers.

 

Revenues from engineering services contracts with substantive defined deliverables for which payment terms in the SOW are commensurate with the efforts required to produce such deliverables are recognized as they are completed and accepted by customers.

 

Estimated losses on all SOW projects are recognized in full as soon as they become evident. In the three and six months ended June 30, 2019 and 2018, 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. 

 

The timing of revenue recognition related to AirBar modules depends upon how each sale is transacted - either point-of-sale or through distributors. We recognize revenue for AirBar modules sold point-of-sale (online sales and other direct sales to customers) when we provide the promised product to the customer.

 

Because we generally use distributors to provide AirBar and sensor modules to our customers, we analyze the terms of distributor agreements to determine when control passes from us to our distributors. For sales of AirBar and sensor modules sold through distributors, revenues are recognized when our distributors obtain control over our products. Control passes to our distributors when we have a present right to payment for products sold to distributors, the distributors have legal title to and physical possession of products purchased from us, and the distributors have significant risks and rewards of ownership of products purchased.

 

Distributors participate in various cooperative marketing and other incentive programs, and we maintain estimated accruals and allowances for these programs. If actual credits received by distributors under these programs were to deviate significantly from our estimates, which are based on historical experience, our revenue could be adversely affected.

 

Under U.S. GAAP, companies may make reasonable aggregations and approximations of returns data to accurately estimate returns. Our AirBar returns and warranty experience to date has enabled us to make reasonable returns estimates, which are supported by the fact that our product sales involve homogenous transactions. The reserve for future sales returns is recorded as a reduction of our accounts receivable and revenue and was $11,000 as of June 30, 2019 and insignificant as of December 31, 2018. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

 

The following table presents disaggregated revenues by market for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

 

    Three months ended
June 30, 2019
    Three months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 440       26 %   $ 385       21 %
Net license revenues from consumer electronics   1,027       60 %     1,376       73 %
Net revenues from sensor modules     223       13 %     85       4 %
Net revenues from non-recurring engineering     20       1 %     30       2 %
    $ 1,710       100 %   $ 1,876       100 %
   

 

Six months ended
June 30, 2019

    Six months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 936       25 %   $ 904       21 %
Net license revenues from consumer electronics     2,473       67 %     3,180       75 %
Net revenues from sensor modules     273       7 %     137       3 %
Net revenues from non-recurring engineering     40       1 %     30       1 %
    $ 3,722       100 %   $ 4,251       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.

 

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, 2019 and December 31, 2018 (in thousands):

 

   

June 30,

2019

    December 31,
2018
 
Accounts receivable and unbilled revenue, net   $ 1,784     $ 1,830  
Deferred revenues     66       75  

 

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 $19,000 and $149,000 as of June 30, 2019 and December 31, 2018, respectively.

 

Payment terms and conditions vary by the type of contract; however, payments generally occur 30-60 days after invoicing for license fees and sensor modules to our resellers and distributors. Where revenue recognition timing differs from invoice timing, we have determined that our contracts do not include a significant financing component. Our intent is to provide our customers with consistent invoicing terms for the convenience of our customers, not to receive financing from our customers.

  

Costs to Obtain Contracts:

 

We record the incremental costs of obtaining a contract with a customer as an asset, if we expect the benefit of those costs to cover a period greater than one year. We currently have no incremental costs that must be capitalized.

 

We expense as incurred costs of obtaining a contract when the amortization period of those costs would have been less than or equal to one year.

 

Product Warranty

 

The following table summarizes the activity related to the product warranty liability (in thousands):

 

    June 30,
2019
    December 31,
2018
 
Balance at beginning of period   $ 17     $ 35  
Provisions for warranty issued     (6 )     (18 )
Balance at end of period   $ 11     $ 17  

 

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. We defer AirBar and sensor modules revenues until distributors sell the products to their end customers.

 

The following table presents our deferred revenues (in thousands):

 

   June 30,
2019
   December 31,
2018
 
Deferred License revenues  $28   $- 
Deferred AirBar revenues   10    59 
Deferred sensor modules revenues   12    16 
Deferred NRE revenues   16    - 
   $66   $75 

 

During the three and six months ended June 30, 2019, the Company recognized revenues of approximately $40,000 and $75,000, 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, 2019 amounted to approximately $29,000 and $48,000, respectively. Advertising costs for the three and six months ended June 30, 2018 amounted to approximately $27,000 and $70,000 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.
     
  (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, 2019 and December 31, 2018. 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, 2019 and December 31, 2018, 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 six months ended June 30, 2019 and 2018. 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, 2019 and 2018 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 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:

 

   Six months ended
June 30,
 
   2019   2018 
Swedish Krona   9.31    8.38 
Japanese Yen   110.03    108.71 
South Korean Won   1,146.39    1,074.69 
Taiwan Dollar   30.97    29.52 

 

Exchange rate for the condensed consolidated balance sheets was as follows:

 

   As of 
   June 30,   December 31, 
   2019   2018 
Swedish Krona   9.28    8.87 
Japanese Yen   107.90    109.69 
South Korean Won   1,156.43    1,113.63 
Taiwan Dollar   30.97    30.61 

 

Fair Value of Financial Instruments

 

We disclose the estimated fair values for all financial instruments for which it is practicable to estimate fair value. Financial instruments including cash, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to their short maturities.

 

New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02 (and several subsequent accounting standards updates), lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for that asset’s lease term. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

 

The effective date of the new lease standard (ASC 842) was January 1, 2019, and we adopted the new standard on that date. We used the modified retrospective approach, which allowed us to make our transition adjustments at January 1, 2019. We elected the optional transition method, which allows us to continue to use disclosures required by ASC 840, the prior standard, during 2019. As permitted by the transition method, we did not reassess existing leases.

 

We currently have a limited number of leased finance assets, all of which have been classified as finance leases under the new lease standard. We maintain a lease inventory for those leased assets; which are currently reported on our condensed consolidated balance sheets and we continue to report them on our condensed consolidated balance sheets under the new standard. We have reported two material operating leases (for the Kungsbacka manufacturing facility and the Stockholm corporate offices) on our condensed consolidated balance sheets beginning January 1, 2019, which resulted in recording operating lease right-of-use assets and operating lease obligations of approximately $0.9 million. We determined that no adjustment to equity was necessary related to implementation of the new lease standard.

 

Because of the small number of assets we lease, we did not need to make systems changes to comply with the new standard. We continue to track leased assets outside of our accounting systems. We implemented additional process controls effective January 1, 2019 to ensure that we properly evaluate our contracts to determine whether they may contain leased assets. We assessed the impact of the new lease accounting standard on our consolidated financial statements to facilitate our adoption of the new standard on January 1, 2019. We have not noted (nor do we expect to see) material changes in financial ratios, leasing practices, or tax reporting; however, we will continue to address impacts to our business. 

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, (“ASU 2019-04”), ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326)”, (“ASU 2019-05”), and ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). 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, ASU 2019-04, ASU 2019-05 and ASU 2018-19 will become effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact ASU 2016-13, ASU 2019-04, ASU 2019-05 and ASU 2018-19 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 July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements (Topic 740, among others)”, (“ASU 2018-09”), and in March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740)”, (“ASU 2018-05”). The updates were issued to address the income tax accounting and SEC reporting implications of the Tax Cuts and Jobs Act, enacted December 22, 2017. The new legislation contained several key tax provisions that affected us, including the one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018, among other changes.

 

We were required to recognize the effect of the tax law changes in the period of enactment. Because we have negative accumulated foreign earnings, we are not subject to the one-time repatriation tax. We have re-measured our U.S. deferred tax assets and liabilities, which resulted in a reduction of our net deferred tax assets with a corresponding adjustment to our valuation allowance. As a result, no tax expense is recorded related to the enactment of the Tax Act. We consider the accounting of deferred tax re-measurement and one-time transition tax calculation to be complete.

v3.19.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders' Equity

3. Stockholders' Equity

 

Common Stock

 

On September 27, 2018, the Company filed a certificate of amendment to its restated certificate of incorporate with the state of Delaware to effect the reverse stock split, effective October 1, 2018. The Company also filed a certificate of amendment to its restated certificate of incorporation to reduce the number of authorized shares of common stock from 100,000,000 to 10,000,000 shares. The filing did not affect the number of authorized preferred stock of 1,000,000 shares.

 

As a result of the reverse stock split, every ten shares of issued and outstanding common stock were converted into one share of common stock, without any change in the par value per share. No fractional shares were issued, therefore shareholders entitled to receive a fractional share in connection with the reverse stock split received a cash payment instead. There was no financial impact to the Company's condensed consolidated financial statements. All shares and per share information in this Form 10-Q has been retroactively adjusted for all periods presented to reflect the reverse stock split, including reclassifying any amount equal to the reduction in par value of common stock to additional paid-in capital.

 

Effective June 11, 2019, the Company further amended its restated certificate of incorporation to increase the number of authorized shares of common stock to 15,000,000 shares.

 

Preferred Stock

 

We have one class of preferred stock outstanding. On April 10, 2019, a holder of two shares of Series B Preferred stock converted into 264 shares of our common stock.

 

Effective July 1, 2019, the Company implemented a conversion of all outstanding shares of Series B Preferred Stock into shares of common stock. Each share of Series B Preferred Stock was automatically converted into 132.07 shares of common stock. No fractional shares were issued. In lieu of any fractional shares, the resulting number of shares of common stock was rounded up to the nearest whole number. Accordingly, 10,577 shares of common stock were issued as a result of the conversion.

 

Warrants

 

As of June 30, 2019 and December 31, 2018, there were 1,116,368 warrants to purchase common stock outstanding.

v3.19.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation

4. Stock-Based Compensation

 

The stock-based compensation expense for the six months ended June 30, 2019 and 2018 reflects the estimated fair value of the vested portion of options granted to employees, directors and eligible consultants. Stock-based compensation expense in the accompanying condensed consolidated statements of operations is as follows (in thousands):

 

   Three months ended
June 30,
   Six months ended
June 30,
 
   2019   2018   2019   2018 
Sales and marketing  $-   $(2)  $-   $6 
General and administrative   -    19    -    23 
Total stock-based compensation expense  $-   $17   $-   $29 

 

There is no remaining unrecognized expense related to stock options as of June 30, 2019.

 

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 June 30, 2019, we had two equity incentive plans:

 

  The 2006 Equity Incentive Plan; and
     
  The 2015 Stock Incentive Plan.

  

A summary of the combined activity under all of the stock option plans is set forth below:

 

    Number of
Options
Outstanding
    Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2019     99,800     $ 34.55  
Cancelled     -       -  
Expired     (44,300 )     42.50  
Outstanding at June 30, 2019     55,500     $ 28.20  

 

The aggregate intrinsic value of the 55,500 stock options that are outstanding, vested and expected to vest as of June 30, 2019 was $0.

 

For both the three and six months ended June 30, 2019, we recorded $0 of compensation expense related to the vesting of stock options. For the three and six months ended June 30, 2018, the corresponding amounts were $17,000 and $29,000, respectively. 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 six months ended June 30, 2019, 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.

v3.19.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

5. Commitments and Contingencies

 

Indemnities and Guarantees

 

Our bylaws require that we indemnify each of our executive officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. However, we have a directors’ and officers’ liability insurance policy that should enable us to recover a portion of future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal and we have no liabilities recorded for these agreements as of June 30, 2019 and December 31, 2018.

 

We enter into indemnification provisions under our agreements with other companies in the ordinary course of business, typically with business partners, contractors, customers and landlords. Under these provisions we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by us with regard to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, we have no liabilities recorded for these indemnification provisions as of June 30, 2019 and December 31, 2018.

 

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 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 June 30, 2019, we had made no payments to TI under the NN1002 Agreement.

 

On December 4, 2014, we entered into an Analog Device Development Agreement (the “NN1003 Agreement”) with STMicroelectronics International N.V. (“STMicro”) pursuant to which STMicro agreed to integrate our intellectual property into an ASIC. The NN1003 ASIC only can be sold by STMicro exclusively to our licensees. Under the terms of the NN1003 Agreement, we agreed to reimburse STMicro up to $835,000 of nonrecurring engineering costs. As of June 30, 2019 we paid a total of $835,000 of the non-recurring engineering costs and all obligations related to the NN1003 Agreement have been satisfied.

 

Under the terms of the NN1003 Agreement, we also will reimburse ST Microelectronics a non-recurring engineering fee of $5.00 per each of the first 10,000 units sold. As of June 30, 2019, we had reimbursed for 1,832 units under the NN1003 Agreement.

 

Patent Assignment

 

On May 6, 2019, Neonode assigned a portfolio of patents to Aequitas Technologies LLC. 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 Neonode the right to share potential proceeds generated from a licensing and monetization program.

v3.19.2
Segment Information
6 Months Ended
Jun. 30, 2019
Segment Reporting [Abstract]  
Segment Information

6. Segment Information

 

We have one reportable segment, which is comprised of the touch technology licensing and sensor module business. All of our sales for the three and six months ended June 30, 2019 and 2018 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 six months ended June 30, 2019 and 2018 (dollars in thousands):

 

   Three months ended
June 30, 2019
   Three months ended
June 30, 2018
 
   Amount   Percentage   Amount   Percentage 
United States  $898    53%   792    42%
Japan   417    24    708    38 
Germany   185    11    181    10 
China   53    3    69    4 
Taiwan   (22)   (1)   46    2 
Singapore   -    -    (1)   - 
United Arab Emirates   -    -    48    3 
Canada   7    -    -    - 
South Korea   -    -    23    1 
Switzerland   40    2    -    - 
France   131    8    -    - 
Other   1    -    10    - 
   $1,710    100%  $1,876    100%

  

   Six months ended
June 30, 2019
   Six months ended
June 30, 2018
 
   Amount   Percentage   Amount   Percentage 
United States  $1,962    54%   1,931    45%
Japan   1,017    27    1,496    35 
Germany   371    10    409    10 
China   128    3    198    5 
Taiwan   18    -    110    3 
Singapore   2    -    -    - 
United Arab Emirates   -    -    48    1 
Canada   7    -    -    - 
South Korea   4    -    -    - 
Switzerland   57    2    -    - 
France   152    4    -    - 
Other   4    -    59    1 
   $3,722    100%  $4,251    100%

  

The following table presents our total assets by geographic region for the periods ended (in thousands):

 

   June 30,
2019
   December 31, 2018 
U.S.  $4,789   $2,828 
Sweden   6,451    10,308 
Asia   106    106 
Total  $11,346   $13,242 
v3.19.2
Leases
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
LEASES

7. 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 one year to three years, and our two primary operating leases include options to extend the leases for one to three years; those 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 corporate office lease is automatically renewed at a cost increase of 2% on a yearly basis, unless we provide written notice six months prior to expiration date.

 

We report operating leased assets, as well as operating lease current and noncurrent obligations on our 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 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,
2019
   Six Months Ended
June 30,
2019
 
Operating lease cost (1)  $153   $309 
           
Finance lease cost:          
Amortization of leased assets  $157   $318 
Interest on lease liabilities   8    18 
Total finance lease cost  $165   $336 

 

 

(1)Includes short term lease costs of $32,000 and $66,000 for the three and six months ended June 30, 2019, respectively.

 

Supplemental cash flow information related to leases was as follows (in thousands):

 

   Three months ended
June 30,
   Six months ended
June 30,
 
   2019   2019 
Cash paid for amounts included in leases:          
Operating cash flows from operating leases   (67)   (189)
Operating cash flows from finance leases   (8)   (18)
Financing cash flows from finance leases   (135)   (272)
           
Right-of-use assets obtained in exchange for lease obligations:          
Operating leases   -    - 
Finance leases   -    - 
           

 

Supplemental balance sheet information related to leases was as follows (in thousands):

 

   June 30,
2019
 
Operating leases    
Operating lease right-of-use assets  $728 
      
Current portion of operating lease obligations  $427 
Operating lease liabilities, net of current portion   266 
Total operating lease liabilities  $693 
      
Finance leases     
Property and equipment, at cost  $3,368 
Accumulated depreciation   (1,650)
Property and equipment, net  $1,718 
      
Current portion of finance lease obligations  $547 
Finance lease obligations, net of current portion   807 
Total finance lease liabilities  $1,354 

 

    Six months Ended
June 30,
2019
 
Weighted Average Remaining Lease Term      
Operating leases     1.6 years  
Finance leases     2.0 years  
         
Weighted Average Discount Rate        
Operating leases (2)     5 %
Finance leases     3 %

 

 

(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 June 30, 2019 is as follows (in thousands):

 

Years ending December 31,  Total 
2019 (remaining months)  $207 
2020   457 
2021   60 
    724 
Less imputed interest   (31)
Total lease liabilities   693 
Less current portion   (427)
   $266 

 

The following is a schedule of minimum future rentals on the non-cancelable finance leases as of June 30, 2019 (in thousands):

 

Year ending December 31,  Total 
2019 (remaining months)  $286 
2020   589 
2021   479 
2022   37 
Total minimum payments required:   1,391 
Less amount representing interest:   (37)
Present value of net minimum lease payments:   1,354 
Less current portion   (547)
   $807 

 

Disclosures related to periods prior to adoption of ASC 842

 

Minimum future lease payments under capital and operating lease obligations as of December 31, 2018 were as follows:

 

Year ending December 31,  Capital   Operating 
2019  $602   $457 
2020   616    89 
2021   502    3 
2022   39    - 
Total minimum payments required     1,759   $549 
Less amount representing interest   (56)     
Present value of net minimum lease payments     1,703      
Less current portion   (570)     
   $  1,133      

 

v3.19.2
Net Loss Per Share
6 Months Ended
Jun. 30, 2019
Loss per common share:  
Net Loss per Share

8. Net Loss per Share

 

Basic net loss per common share for the three and six months ended June 30, 2019 and 2018 was computed by dividing the net loss attributable to Neonode Inc. for the relevant period by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed by dividing net loss attributable to Neonode Inc. by the weighted average number of shares of common stock and common stock equivalents outstanding.

 

Potential common stock equivalents of approximately 0 and 0 outstanding stock options and 348,000 and 1,000 outstanding stock warrants under the treasury stock method, and 11,000 and 11,000 shares issuable upon conversion of preferred stock are excluded from the diluted earnings per share calculation for the three and six months ended June 30, 2019 and 2018, respectively, due to their anti-dilutive effect.

 

(in thousands, except per share amounts)  Three months ended
June 30,
 
   2019   2018 
BASIC AND DILUTED          
Weighted average number of common shares outstanding   8,801    5,859 
Net loss attributable to Neonode Inc.  $(1,264)  $(964)
           
Net loss per share - basic and diluted  $(0.14)  $(0.16)

 

(in thousands, except per share amounts)  Six months ended
June 30,
 
   2019   2018 
BASIC AND DILUTED          
Weighted average number of common shares outstanding   8,800    5,859 
Net loss attributable to Neonode Inc.  $(1,837)  $(1,657)
           
Net loss per share - basic and diluted  $(0.21)  $(0.28)
v3.19.2
Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

9. Subsequent Events

 

We have evaluated subsequent events through the filing date of this Form 10-Q, and determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than as discussed in the accompanying notes.

v3.19.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of Neonode Inc. and its wholly owned subsidiaries, as well as Pronode Technologies AB, a 51% majority owned subsidiary of Neonode Technologies AB. The remaining 49% of Pronode Technologies AB is owned by Propoint AB, located in Gothenburg, Sweden. Pronode Technologies AB was organized to sell engineering services within the automotive markets. All inter-company accounts and transactions have been eliminated in consolidation.

 

Neonode consolidates entities in which we have a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights, and variable interest entities ("VIEs") in which Neonode is the primary beneficiary.

 

The condensed consolidated balance sheets at June 30, 2019 and December 31, 2018 and the condensed consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the three and six months ended June 30, 2019 and 2018 include our accounts and those of our wholly owned subsidiaries as well as Pronode Technologies AB.

Estimates and Judgments

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

Cash

 

We have not had any liquid investments other than normal cash deposits with bank institutions to date. The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Concentration of Cash Balance Risks

Concentration of Cash Balance Risks

 

Cash balances are maintained at various banks in the U.S., Japan, Korea, Taiwan and Sweden. For deposits held with financial institutions in the U.S., the U.S. Federal Deposit Insurance Corporation, provides basic deposit coverage with limits up to $250,000 per owner. The Swedish government provides insurance coverage up to 100,000 Euro per customer and covers deposits in all types of accounts. The Japanese government provides insurance coverage up to 10,000,000 Yen per customer. The Korea Deposit Insurance Corporation provides insurance coverage up to 50,000,000 Won per customer. The Central Deposit Insurance Corporation in Taiwan provides insurance coverage up to 3,000,000 Taiwan Dollar, per customer. At times, deposits held with financial institutions may exceed the amount of insurance provided.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable 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 $19,000 and $149,000 as of June 30, 2019 and December 31, 2018 respectively.

Projects in process

Projects in Process

 

Projects in process consist of costs incurred toward the completion of various projects for certain customers. These costs are primarily comprised of direct engineering labor costs and project-specific equipment costs. These costs are capitalized on our condensed consolidated balance sheet as an asset and deferred until revenue for each project is recognized in accordance with our revenue recognition policy. Costs capitalized in projects in process were $8,000 as of June 30, 2019. There were no costs capitalized in projects in process as of December 31, 2018.

Inventory

Inventory

 

Inventory is stated at the lower of cost, computed using the first-in, first-out method ("FIFO"), and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

 

As of June 30, 2019 and December 31, 2018, the Company's inventory consists primarily of components that will be used in the manufacturing of our sensor modules. We segregate inventory for reporting purposes by raw materials, work-in-process, and finished goods.

 

Raw materials, work-in-process, and finished goods are as follows (in thousands):

 

   June 30,   December 31, 
   2019   2018 
Raw materials  $379   $246 
Work-in-process   201    220 
Finished goods   586    753 
Ending inventory  $1,166   $1,219 
Investment in Joint Venture

Investment in Joint Venture

 

We have invested $3,000 for a 50% interest in Neoeye AB ("Neoeye"). 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. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and will be recognized in the condensed consolidated statements of operations and will also be adjusted by contributions to and distributions from Neoeye. The Company is not required to guarantee any obligations of Neoeye. There have been no operations of Neoeye through June 30, 2019.

 

Neoeye, as an unconsolidated equity investee, will recognize revenue from technology license agreements at the time a contract is entered into, the license method is determined (paid-in-advance or on-going royalty), performance obligations under the license agreement are satisfied, and the realization of revenue is assured, which is generally upon the receipt of the license proceeds. Neoeye may at times enter into license agreements whereby contingent revenues are recognized as one or more contractual milestones have been met.

 

We review our investment in Neoeye to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. The primary factors we consider in our determination are the financial condition, operating performance and near-term prospects of Neoeye. If a decline in value is deemed to be other than temporary, we would recognize an impairment loss.

Property and Equipment

Property and Equipment

 

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

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

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 June 30, 2019, 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

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 $26,000 and $(155,000) during the three and six months ended June 30, 2019, respectively, compared to translation losses of $336,000 and $430,000 during the same periods in 2018, 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 $(57,000) and $114,000 during the three and six months ended June 30, 2019, respectively, compared to $8,000 and $(21,000) during the same periods in 2018, respectively.

Concentration of Credit and Business Risks

Concentration of Credit and Business Risks

 

Our customers are located in the U.S., Europe and Asia.

 

As of June 30, 2019, four customers represented approximately 70% of the Company's accounts receivable compared to 67% as of December 31 2018. 

 

Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2019 are as follows:

 

  Hewlett Packard Company – 45%
     
  Epson – 11%
     
  Alpine – 13%
     
  Bosch – 11%

 

Customers who accounted for 10% or more of our net revenues during the six months ended June 30, 2019 are as follows:

 

  Hewlett Packard Company – 41%
     
  Epson – 14%
     
  Alpine – 12%
     
  Bosch – 10%

 

Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2018 are as follows:

 

  Hewlett Packard Company – 29%
     
  Epson – 14%
     
  Canon – 15%
     
  Amazon – 12%

 

Customers who accounted for 10% or more of our net revenues during the six months ended June 30, 2018 are as follows:

 

  Hewlett Packard Company – 34%
     
  Epson – 14%
     
  Canon – 14%
Revenue Recognition

Revenue Recognition

 

We recognize revenue when control of products is transferred to our customers, and when services are completed and accepted by our customers. The amount of revenue we recognize reflects the consideration we expect to receive for those products or services. Our contracts with customers may include combinations of products and services, for example, a contract that includes products and related engineering services. We structure our contracts such that distinct performance obligations, such as product sales or license fees, and related engineering services, are clearly defined in each contract.

 

Sales of license fees and AirBar and sensor modules are on a per-unit basis; therefore, we generally satisfy performance obligations as units are shipped to our customers. Non-recurring engineering service performance obligations are satisfied as work is performed and accepted by our customers.

 

We recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat all product shipping and handling charges (regardless of when they occur) as activities to fulfill the promise to transfer goods, therefore we treat all shipping and handling charges as expenses.

 

Licensing Revenues:

 

We earn revenue from licensing our internally developed intellectual property ("IP"). We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components in their products, with terms and conditions that vary by licensee. Fees under these agreements may include license fees relating to our IP, and royalties payable to us following the distribution by our licensees of products incorporating the licensed technology. The license for our IP has standalone value and can be used by the licensee without maintenance and support.

 

For technology license arrangements that do not require significant modification or customization of the underlying technology, we recognize technology license revenue when the license is made available to the customer and the customer has a right to use that license. At the end of each reporting period, we record unbilled license fees, using prior royalty revenue data by customer to make accurate estimates of those royalties.

 

Explicit return rights are not offered to customers. There have been no returns through June 30, 2019.

 

Engineering Services:

 

For technology license or sensor module contracts that require modification or customization of the underlying technology to adapt that technology to customer use, we determine whether the technology license or sensor module, and engineering consulting services represent separate performance obligations. We perform our analysis on a contract-by-contract basis. If there are separate performance obligations, we determine the standalone selling price ("SSP") of each separate performance obligation to properly recognize revenue as each performance obligation is satisfied. We provide engineering consulting services to our customers under a signed Statement of Work ("SOW"). Deliverables and payment terms are specified in each SOW. We generally charge an hourly rate for engineering services, and we recognize revenue as engineering services specified in contracts are completed and accepted by our customers. Any upfront payments we receive for future non-recurring engineering services are recorded as unearned revenue until that revenue is earned.

 

We believe that recognizing non-recurring engineering services revenues as progress towards completion of engineering services and customer acceptance of those services occurs best reflects the economics of those transactions, because engineering services as tracked in our systems correspond directly with the value to our customers of our performance completed to date. Hours performed for each engineering project are tracked and reflect progress made on each project, and are charged at a consistent hourly rate.

 

Revenues from engineering services contracts that are short-term in nature are recorded when those services are complete and accepted by customers.

 

Revenues from engineering services contracts with substantive defined deliverables for which payment terms in the SOW are commensurate with the efforts required to produce such deliverables are recognized as they are completed and accepted by customers.

 

Estimated losses on all SOW projects are recognized in full as soon as they become evident. In the three and six months ended June 30, 2019 and 2018, 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. 

 

The timing of revenue recognition related to AirBar modules depends upon how each sale is transacted - either point-of-sale or through distributors. We recognize revenue for AirBar modules sold point-of-sale (online sales and other direct sales to customers) when we provide the promised product to the customer.

 

Because we generally use distributors to provide AirBar and sensor modules to our customers, we analyze the terms of distributor agreements to determine when control passes from us to our distributors. For sales of AirBar and sensor modules sold through distributors, revenues are recognized when our distributors obtain control over our products. Control passes to our distributors when we have a present right to payment for products sold to distributors, the distributors have legal title to and physical possession of products purchased from us, and the distributors have significant risks and rewards of ownership of products purchased.

 

Distributors participate in various cooperative marketing and other incentive programs, and we maintain estimated accruals and allowances for these programs. If actual credits received by distributors under these programs were to deviate significantly from our estimates, which are based on historical experience, our revenue could be adversely affected.

 

Under U.S. GAAP, companies may make reasonable aggregations and approximations of returns data to accurately estimate returns. Our AirBar returns and warranty experience to date has enabled us to make reasonable returns estimates, which are supported by the fact that our product sales involve homogenous transactions. The reserve for future sales returns is recorded as a reduction of our accounts receivable and revenue and was $11,000 as of June 30, 2019 and insignificant as of December 31, 2018. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

 

The following table presents disaggregated revenues by market for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

 

    Three months ended
June 30, 2019
    Three months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 440       26 %   $ 385       21 %
Net license revenues from consumer electronics   1,027       60 %     1,376       73 %
Net revenues from sensor modules     223       13 %     85       4 %
Net revenues from non-recurring engineering     20       1 %     30       2 %
    $ 1,710       100 %   $ 1,876       100 %
   

 

Six months ended
June 30, 2019

    Six months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 936       25 %   $ 904       21 %
Net license revenues from consumer electronics     2,473       67 %     3,180       75 %
Net revenues from sensor modules     273       7 %     137       3 %
Net revenues from non-recurring engineering     40       1 %     30       1 %
    $ 3,722       100 %   $ 4,251       100 %
Significant Judgments

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.

 

Finally, judgment is required to determine the amount of unbilled license fees at the end of each reporting period.

Contract Balances

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, 2019 and December 31, 2018 (in thousands):

 

   

June 30,

2019

    December 31,
2018
 
Accounts receivable and unbilled revenue, net   $ 1,784     $ 1,830  
Deferred revenues     66       75  

 

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 $19,000 and $149,000 as of June 30, 2019 and December 31, 2018, respectively.

 

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

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

Product Warranty

 

The following table summarizes the activity related to the product warranty liability (in thousands):

 

    June 30,
2019
    December 31,
2018
 
Balance at beginning of period   $ 17     $ 35  
Provisions for warranty issued     (6 )     (18 )
Balance at end of period   $ 11     $ 17  

 

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

 

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. We defer AirBar and sensor modules revenues until distributors sell the products to their end customers.

 

The following table presents our deferred revenues (in thousands):

 

   June 30,
2019
   December 31,
2018
 
Deferred License revenues  $28   $- 
Deferred AirBar revenues   10    59 
Deferred sensor modules revenues   12    16 
Deferred NRE revenues   16    - 
   $66   $75 

 

During the three and six months ended June 30, 2019, the Company recognized revenues of approximately $40,000 and $75,000 respectively related to contract liabilities outstanding at the beginning of the year.

Advertising

Advertising

 

Advertising costs are expensed as incurred. Advertising costs for the three and six months ended June 30, 2019 amounted to approximately $29,000 and $48,000, respectively. Advertising costs for the three and six months ended June 30, 2018 amounted to approximately $27,000 and $70,000 respectively. 

Research and Development

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

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

Noncontrolling Interests

 

The Company recognizes noncontrolling interests as equity in the condensed consolidated financial statements separate from the parent company's equity. Noncontrolling interests' partners have less than 50% share of voting rights at any one of the subsidiary level companies. The amount of net income (loss) attributable to non-controlling interests is included in consolidated net income (loss) on the face of the condensed consolidated statements of operations. Changes in a parent entity's ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest partner.

 

The Company provides either in the condensed consolidated statement of stockholders' equity, if presented, or in the notes to condensed consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling interest that separately discloses:

 

  (1) Net income or loss.
     
  (2) Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners.
     
  (3) Each component of other comprehensive income or loss.
Income taxes

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, 2019 and December 31, 2018. 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, 2019 and December 31, 2018, we had no unrecognized tax benefits.

Net Loss per Share

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 six months ended June 30, 2019 and 2018. 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, 2019 and 2018 exclude the potential common stock equivalents, as the effect would be anti-dilutive (see Note 8).

Other Comprehensive Income (Loss)

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 Flow Information

 

Cash flows in foreign currencies have been converted to U.S. Dollars at an approximate weighted-average exchange rate for the respective reporting periods. The weighted-average exchange rate for the condensed consolidated statements of operations was as follows:

 

   Six months ended
June 30,
 
   2019   2018 
Swedish Krona   9.31    8.38 
Japanese Yen   110.03    108.71 
South Korean Won   1,146.39    1,074.69 
Taiwan Dollar   30.97    29.52 

 

Exchange rate for the condensed consolidated balance sheets was as follows:

 

   As of 
   June 30,   December 31, 
   2019   2018 
Swedish Krona   9.28    8.87 
Japanese Yen   107.90    109.69 
South Korean Won   1,156.43    1,113.63 
Taiwan Dollar   30.97    30.61 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

We disclose the estimated fair values for all financial instruments for which it is practicable to estimate fair value. Financial instruments including cash, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to their short maturities.

New Accounting Pronouncements

New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02 (and several subsequent accounting standards updates), lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for that asset’s lease term. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

 

The effective date of the new lease standard (ASC 842) was January 1, 2019, and we adopted the new standard on that date. We used the modified retrospective approach, which allowed us to make our transition adjustments at January 1, 2019. We elected the optional transition method, which allows us to continue to use disclosures required by ASC 840, the prior standard, during 2019. As permitted by the transition method, we did not reassess existing leases.

 

We currently have a limited number of leased finance assets, all of which have been classified as finance leases under the new lease standard. We maintain a lease inventory for those leased assets; which are currently reported on our condensed consolidated balance sheets and we continue to report them on our condensed consolidated balance sheets under the new standard. We have reported two material operating leases (for the Kungsbacka manufacturing facility and the Stockholm corporate offices) on our condensed consolidated balance sheets beginning January 1, 2019, which resulted in recording operating lease right-of-use assets and operating lease obligations of approximately $0.9 million. We determined that no adjustment to equity was necessary related to implementation of the new lease standard.

 

Because of the small number of assets we lease, we did not need to make systems changes to comply with the new standard. We continue to track leased assets outside of our accounting systems. We implemented additional process controls effective January 1, 2019 to ensure that we properly evaluate our contracts to determine whether they may contain leased assets. We assessed the impact of the new lease accounting standard on our consolidated financial statements to facilitate our adoption of the new standard on January 1, 2019. We have not noted (nor do we expect to see) material changes in financial ratios, leasing practices, or tax reporting; however, we will continue to address impacts to our business. 

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, (“ASU 2019-04”), ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326)”, (“ASU 2019-05”), and ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). 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, ASU 2019-04, ASU 2019-05 and ASU 2018-19 will become effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact ASU 2016-13, ASU 2019-04, ASU 2019-05 and ASU 2018-19 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 July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements (Topic 740, among others)”, (“ASU 2018-09”), and in March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740)”, (“ASU 2018-05”). The updates were issued to address the income tax accounting and SEC reporting implications of the Tax Cuts and Jobs Act, enacted December 22, 2017. The new legislation contained several key tax provisions that affected us, including the one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018, among other changes.

 

We were required to recognize the effect of the tax law changes in the period of enactment. Because we have negative accumulated foreign earnings, we are not subject to the one-time repatriation tax. We have re-measured our U.S. deferred tax assets and liabilities, which resulted in a reduction of our net deferred tax assets with a corresponding adjustment to our valuation allowance. As a result, no tax expense is recorded related to the enactment of the Tax Act. We consider the accounting of deferred tax re-measurement and one-time transition tax calculation to be complete.

v3.19.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Schedule of inventory

   June 30,   December 31, 
   2019   2018 
Raw materials  $379   $246 
Work-in-process   201    220 
Finished goods   586    753 
Ending inventory  $1,166   $1,219 
Schedule of estimated useful lives of property and equipment
  Computer equipment     3 years  
  Furniture and fixtures     5 years  
  Equipment     7 years  
Schedule of disaggregated revenues

    Three months ended
June 30, 2019
    Three months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 440       26 %   $ 385       21 %
Net license revenues from consumer electronics   1,027       60 %     1,376       73 %
Net revenues from sensor modules     223       13 %     85       4 %
Net revenues from non-recurring engineering     20       1 %     30       2 %
    $ 1,710       100 %   $ 1,876       100 %
   

 

Six months ended
June 30, 2019

    Six months ended
June 30, 2018
 
    Amount     Percentage     Amount     Percentage  
Net license revenues from automotive   $ 936       25 %   $ 904       21 %
Net license revenues from consumer electronics     2,473       67 %     3,180       75 %
Net revenues from sensor modules     273       7 %     137       3 %
Net revenues from non-recurring engineering     40       1 %     30       1 %
    $ 3,722       100 %   $ 4,251       100 %
Schedule of prepayments or upfront payments for goods or services from our customers
   

June 30,

2019

    December 31,
2018
 
Accounts receivable and unbilled revenue   $ 1,784     $ 1,830  
Deferred revenues     66       75  
Schedule of activity related to the product warranty liability
    June 30,
2019
    December 31,
2018
 
Balance at beginning of period   $ 17     $ 35  
Provisions for warranty issued     (6 )     (18 )
Balance at end of period   $ 11     $ 17  
Schedule of deferred revenues
   June 30,
2019
   December 31,
2018
 
Deferred License revenues  $28   $- 
Deferred AirBar revenues   10    59 
Deferred sensor modules revenues   12    16 
Deferred NRE revenues   16    - 
   $66   $75 
Schedule of weighted average exchange rate for the condensed consolidated statements of operations
   Six months ended
June 30,
 
   2019   2018 
Swedish Krona   9.31    8.38 
Japanese Yen   110.03    108.71 
South Korean Won   1,146.39    1,074.69 
Taiwan Dollar   30.97    29.52 
Schedule of exchange rate for the consolidated balance sheets
   As of 
   June 30,   December 31, 
   2019   2018 
Swedish Krona   9.28    8.87 
Japanese Yen   107.90    109.69 
South Korean Won   1,156.43    1,113.63 
Taiwan Dollar   30.97    30.61 
v3.19.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]  
Schedule of stock-based compensation expense

   Three months ended
June 30,
   Six months ended
June 30,
 
   2019   2018   2019   2018 
Sales and marketing  $-   $(2)  $-   $6 
General and administrative   -    19    -    23 
Total stock-based compensation expense  $-   $17   $-   $29 
Schedule of the combined activity under all of the stock option plans
    Number of
Options
Outstanding
    Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2019     99,800     $ 34.55  
Cancelled     -       -  
Expired     (44,300 )     42.50  
Outstanding at June 30, 2019     55,500     $ 28.20  
v3.19.2
Segment Information (Tables)
6 Months Ended
Jun. 30, 2019
Segment Reporting [Abstract]  
Schedule of net revenues by geographic region

   Three months ended
June 30, 2019
   Three months ended
June 30, 2018
 
   Amount   Percentage   Amount   Percentage 
United States  $898    53%   792    42%
Japan   417    24    708    38 
Germany   185    11    181    10 
China   53    3    69    4 
Taiwan   (22)   (1)   46    2 
Singapore   -    -    (1)   - 
United Arab Emirates   -    -    48    3 
Canada   7    -    -    - 
South Korea   -    -    23    1 
Switzerland   40    2    -    - 
France   131    8    -    - 
Other   1    -    10    - 
   $1,710    100%  $1,876    100%

  

   Six months ended
June 30, 2019
   Six months ended
June 30, 2018
 
   Amount   Percentage   Amount   Percentage 
United States  $1,962    54%   1,931    45%
Japan   1,017    27    1,496    35 
Germany   371    10    409    10 
China   128    3    198    5 
Taiwan   18    -    110    3 
Singapore   2    -    -