Delaware | 94-1517641 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer ¨ |
Accelerated filer ý
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||
Non-accelerated filer ¨ |
Smaller reporting company ¨
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(do not check if a smaller reporting company)
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PART I
|
Financial Information
|
|
Item 1
|
Financial Statements
|
|
Condensed Consolidated Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)
|
3
|
|
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012
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4
|
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Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2013 and 2012
|
5
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012
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6
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
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7
|
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Item 2
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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21
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Item 3
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Quantitative and Qualitative Disclosures about Market Risk
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26
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Item 4
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Controls and Procedures
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26
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PART II
|
Other Information
|
|
Item 1
|
Legal Proceedings
|
26
|
Item 1A
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Risk Factors
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26
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Item 6
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Exhibits
|
26
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SIGNATURES
|
27
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EXHIBITS
|
|
June
|
December
|
|||||||
30, 2013 | 31, 2012 | |||||||
ASSETS
|
(Unaudited)
|
(Audited)
|
||||||
Current assets:
|
||||||||
Cash
|
$ | 5,354 | $ | 9,097 | ||||
Accounts receivable
|
690 | 2,123 | ||||||
Prepaid expenses and other current assets
|
907 | 550 | ||||||
Total current assets
|
6,951 | 11,770 | ||||||
Deposit
|
67 | 68 | ||||||
Property and equipment, net
|
295 | 330 | ||||||
Total assets
|
$ | 7,313 | $ | 12,168 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 319 | $ | 539 | ||||
Accrued expenses
|
1,012 | 804 | ||||||
Deferred revenue
|
2,813 | 2,725 | ||||||
Total current liabilities
|
4,144 | 4,068 | ||||||
Total liabilities
|
4,144 | 4,068 | ||||||
Commitments and contingencies (Note 6)
|
||||||||
Stockholders' equity:
|
||||||||
Series A Preferred stock, 444,541 shares authorized with par value $0.001 per share;
|
||||||||
0 and 83 issued and outstanding at June 30, 2013 and
|
||||||||
December 31, 2012, respectively. (In the event of dissolution,
|
||||||||
each share of Series A Preferred stock has a liquidation preference equal to
|
||||||||
par value of $0.001 over the shares of common stock)
|
-- | -- | ||||||
Series B Preferred stock, 54,425 shares authorized with par
|
||||||||
value $0.001 per share; 83 and 95 shares issued and outstanding
|
||||||||
at June 30, 2013 and December 31, 2012, respectively. (In the event of
|
||||||||
dissolution, each share of Series B Preferred stock has a liquidation
|
||||||||
preference equal to par value of $0.001 over the shares of common stock)
|
-- | -- | ||||||
Common stock, 70,000,000 shares authorized with par value $0.001 per share;
|
||||||||
34,237,513 and 33,331,182 shares issued and outstanding at
|
||||||||
June 30, 2013 and December 31, 2012, respectively
|
34 | 33 | ||||||
Additional paid-in capital
|
148,381 | 146,677 | ||||||
Accumulated other comprehensive income
|
59 | 5 | ||||||
Accumulated deficit
|
(145,305 | ) | (138,615 | ) | ||||
Total stockholders' equity
|
3,169 | 8,100 | ||||||
Total liabilities and stockholders' equity
|
$ | 7,313 | $ | 12,168 |
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Net revenues
|
$ | 1,084 | $ | 1,974 | $ | 1,632 | $ | 3,138 | ||||||||
Cost of revenues
|
662 | 494 | 678 | 743 | ||||||||||||
Gross margin
|
422 | 1,480 | 954 | 2,395 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Product research and development
|
1,441 | 1,478 | 3,075 | 2,165 | ||||||||||||
Sales and marketing
|
893 | 1,718 | 1,698 | 2,517 | ||||||||||||
General and administrative
|
1,189 | 1,691 | 2,841 | 2,686 | ||||||||||||
Total operating expenses
|
3,523 | 4,887 | 7,614 | 7,368 | ||||||||||||
Loss before provision for income taxes
|
(3,101 | ) | (3,407 | ) | (6,660 | ) | (4,973 | ) | ||||||||
Provision for income taxes
|
19 | 20 | 30 | 42 | ||||||||||||
Net loss
|
$ | (3,120 | ) | $ | (3,427 | ) | $ | (6,690 | ) | $ | (5,015 | ) | ||||
Loss per common share:
|
||||||||||||||||
Basic and diluted loss per share
|
$ | (0.09 | ) | $ | (0.10 | ) | $ | (0.20 | ) | $ | (0.15 | ) | ||||
Basic and diluted – weighted average number of common shares outstanding
|
34,135 | 32,969 | 33,825 | 32,889 |
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Net loss
|
$ | (3,120 | ) | $ | (3,427 | ) | $ | (6,690 | ) | $ | (5,015 | ) | ||||
Other comprehensive income (loss):
|
||||||||||||||||
Foreign currency translation adjustments
|
41 | (72 | ) | 54 | (28 | ) | ||||||||||
Total comprehensive loss
|
$ | (3,079 | ) | $ | (3,499 | ) | $ | (6,636 | ) | $ | (5,043 | ) |
Six months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(6,690
|
) |
$
|
(5,015
|
) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock-based compensation expense
|
1,339
|
2,351
|
||||||
Depreciation and amortization
|
64
|
40
|
||||||
Loss on disposal of property and equipment
|
1
|
--
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
1,431
|
1,623
|
||||||
Other assets
|
(1
|
) |
--
|
|||||
Prepaid expenses
|
(364
|
) |
(96
|
) | ||||
Accounts payable and accrued expenses
|
20
|
87
|
||||||
Deferred revenue
|
88
|
(363
|
) | |||||
Net cash used in operating activities
|
(4,112
|
)
|
(1,373
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(34
|
)
|
(268
|
)
|
||||
Net cash used in investing activities
|
(34
|
)
|
(268
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from exercise of stock options
|
166
|
--
|
||||||
Proceeds from exercise of warrants
|
200
|
8
|
||||||
Net cash provided by financing activities
|
366
|
8
|
||||||
Effect of exchange rate changes on cash
|
37
|
(32
|
) | |||||
Net decrease in cash
|
(3,743
|
) |
(1,665
|
) | ||||
Cash at beginning of period
|
9,097
|
12,940
|
||||||
Cash at end of period
|
$
|
5,354
|
$
|
11,275
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Interest paid
|
$
|
--
|
$
|
--
|
||||
Income taxes paid
|
$
|
30
|
$
|
42
|
Computer equipment
|
3 years
|
Furniture and fixtures
|
5 years
|
●
|
Kobo Inc. - 18%
|
●
|
Netronix Inc. -16%
|
●
|
Sony Corporation – 13%
|
●
|
BYD Precision Manufacture Company Limited – 11%
|
●
|
Kobo Inc. - 27%
|
●
|
Netronix Inc. -18%
|
●
|
Sony Corporation – 15%
|
●
|
Amazon - 53%
|
●
|
Kobo Inc. - 11%
|
●
|
Sony Corporation - 11%
|
●
|
Amazon - 53%
|
●
|
Sony Corporation – 13%
|
●
|
Dividends and Distributions.
|
Series A Preferred:
|
The holders of shares of Series A Preferred stock are entitled to participate with the holders of our common stock with respect to any dividends declared on the common stock in proportion to the number of shares of common stock issuable upon conversion of the shares of Series A Preferred stock held by them.
|
Series B Preferred:
|
The holders of shares of Series B Preferred stock are entitled to participate with the holders of our common stock with respect to any dividends declared on the common stock in proportion to the number of shares of common stock issuable upon conversion of the shares of Series B Preferred stock held by them.
|
●
|
Liquidation Preference.
|
Series A Preferred:
|
In the event of any liquidation, dissolution, or winding up of our operations, either voluntary or involuntary, subject to the rights of any other series of Preferred stock to be established by the Board of Directors (the “Senior Preferred Stock”), the holders of Series A Preferred stock shall be entitled to receive, after any distribution to the holders of Senior Preferred Stock and prior to and in preference to any distribution to the holders of common stock, $0.001 for each share of Series A Preferred stock then outstanding.
|
Series B Preferred:
|
In the event of any liquidation, dissolution, or winding up of our operations, either voluntary or involuntary, subject to the rights of the Series A Preferred stock and Senior Preferred Stock, the holders of Series B Preferred stock shall be entitled to receive, after any distribution to the holders of Senior Preferred Stock and prior to and in preference to any distribution to the holders of common stock, $0.001 for each share of Series B Preferred stock then outstanding.
|
●
|
Voting.
|
●
|
Conversion.
|
Shares of Preferred Stock Not Exchanged as of June 30, 2013
|
Conversion Ratio
|
Shares of Common Stock after Conversion of all Outstanding Shares of Preferred Stock Not yet Exchanged at June 30, 2013
|
||||||||||
Series B preferred stock
|
83
|
132.07
|
10,962
|
● |
The 1998 Non-Officer Stock Option Plan (the 1998 Plan), which expired in June 2008 ;
|
|
● |
The 2006 Equity Incentive Plan (the 2006 Plan).
|
● |
The 2001 Non-Employee Director Stock Option Plan (the Director Plan) which expired in March 2011.
|
|
Number of
Options Outstanding |
Weighted
Average Exercise Price |
||||||
Outstanding at January 1, 2013
|
1,715,200
|
$
|
5.04
|
|||||
Granted
|
15,000
|
5.97
|
||||||
Cancelled or expired
|
(18,256
|
)
|
6.04
|
|||||
Exercised
|
(38,456
|
)
|
4.33
|
|||||
Outstanding at June 30, 2013
|
1,673,488
|
$
|
5.05
|
For the Six
|
||||
Months Ended
June 30, 2013
|
||||
Annual dividend yield
|
--
|
|||
Expected life (years)
|
4.3
|
|||
Risk-free interest rate
|
0.65%
|
|||
Expected volatility
|
154%
|
|
For the Six
|
||||
Months Ended
June 30, 2012
|
||||
Annual dividend yield
|
--
|
|||
Expected life (years)
|
3.8
|
|||
Risk-free interest rate
|
0.55% - 0.57%
|
|||
Expected volatility
|
186% - 187%
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Product research and development
|
$
|
58
|
$
|
178
|
$
|
118
|
$
|
187
|
||||||||
Sales and marketing
|
$
|
194
|
918
|
385
|
943
|
|||||||||||
General and administrative
|
$
|
501
|
1,221
|
836
|
1,221
|
|||||||||||
Stock compensation expense
|
$
|
753
|
$
|
2,317
|
$
|
1,339
|
$
|
2,351
|
Remaining unamortized
expense at
June 30,
2013
|
||||
Stock-based compensation
|
$
|
2,401
|
June 30, 2013
|
||||||||||||
Outstanding and exercisable
|
Warrants
|
Weighted
Average Exercise Price |
Weighted
Average Remaining Contractual Life |
|||||||||
January 1, 2013
|
4,704,636
|
$
|
1.61
|
1.41
|
||||||||
Issued
|
--
|
--
|
--
|
|||||||||
Expired/forfeited
|
--
|
--
|
--
|
|||||||||
Exercised
|
(1,046,211
|
)
|
1.35
|
--
|
||||||||
Outstanding and exercisable, June 30, 2013
|
3,658,425
|
$
|
1.69
|
0.92
|
Below is a summary of Outstanding Warrants to Purchase
Common Stock as of June 30, 2013:
|
|||||||||||
Description
|
Issue
Date |
Exercise
Price |
Shares
|
Expiration
Date |
|||||||
August 2009 Employee Warrants
|
8/25/2009
|
$
|
0.50
|
80,000
|
8/25/2016
|
||||||
2007 Debt Extension Warrants
|
9/22/2010
|
$
|
1.00
|
16,000
|
9/22/2015
|
||||||
September 2010 Repricing Warrant
|
9/28/2010
|
$
|
1.38
|
4,000
|
9/28/2013
|
||||||
October 2010 Repricing Warrants
|
10/18/2010
|
$
|
1.38
|
1,845,461
|
10/18/2013
|
||||||
October 2010 Employee Warrants
|
10/15/2010
|
$
|
1.38
|
800,000
|
10/15/2013
|
||||||
December 2010 Employee Warrants
|
12/3/2010
|
$
|
1.63
|
200,000
|
12/3/2015
|
||||||
January 2011 Employee Warrant
|
1/21/2011
|
$
|
2.00
|
20,000
|
1/21/2014
|
||||||
February 2011 Legal Advisor Warrant
|
2/22/2011
|
$
|
2.50
|
80,000
|
2/22/2016
|
||||||
March 2011 Investor Warrants
|
3/9/2011
|
$
|
3.13
|
538,864
|
3/9/2016
|
||||||
March 2011 Investor Warrants
|
4/7/2011
|
$
|
3.13
|
34,100
|
4/7/2016
|
||||||
May 2011 Consultant Warrant
|
5/17/2011
|
$
|
4.05
|
20,000
|
5/17/2014
|
||||||
September 2011 Employee Warrant
|
9/12/2011
|
$
|
3.90
|
20,000
|
9/12/2014
|
||||||
Total Warrants Outstanding
|
3,658,425
|
Year ending December 31,
|
Total
|
|||
2013 (remaining six months)
|
$
|
192
|
||
2014
|
261
|
|||
2015
|
23
|
|||
$
|
476
|
Three months ended
June 30, 2013
|
Three months ended
June 30, 2012
|
|||||||||||||||
Amount
|
Percentage
|
Amount
|
Percentage
|
|||||||||||||
Net revenues from customers in North America
|
$
|
457
|
42
|
%
|
$
|
1,218
|
62
|
%
|
||||||||
Net revenues from customers in Asia
|
535
|
49
|
%
|
756
|
38
|
%
|
||||||||||
Net revenues from customers in Europe
|
92
|
9
|
%
|
--
|
--
|
|||||||||||
$
|
1,084
|
100
|
%
|
$
|
1,974
|
100
|
%
|
Six months ended
June 30, 2013
|
Six months ended
June 30, 2012
|
|||||||||||||||
Amount
|
Percentage
|
Amount
|
Percentage
|
|||||||||||||
Net revenues from customers in the North America
|
$ | 748 | 46 | % | $ | 2,000 | 64 | % | ||||||||
Net revenues from customers in Asia
|
774 | 47 | % | 1,138 | 36 | % | ||||||||||
Net revenues from customers in Europe
|
110 | 7 | % | -- | -- | |||||||||||
$ | 1,632 | 100 | % | $ | 3,138 | 100 | % |
(in thousands, except per share amounts) |
Three months ended
June 30,
|
|||||||
2013 | 2012 | |||||||
BASIC AND DILUTED
|
||||||||
Weighted average number of common shares outstanding
|
34,135 | 32,969 | ||||||
Number of shares for computation of net loss per share
|
34,135 | 32,969 | ||||||
Net loss
|
$ |
(3,120
|
) | $ | (3,427 | ) | ||
Net loss per share - basic and diluted
|
$ | (0.09 | ) | $ | (0.10 | ) |
(in thousands, except per share amounts) |
Six months ended
June 30,
|
|||||||
2013 | 2012 | |||||||
BASIC AND DILUTED
|
||||||||
Weighted average number of common shares outstanding
|
33,825 | 32,889 | ||||||
Number of shares for computation of net loss per share
|
33,825 | 32,889 | ||||||
Net loss
|
$ |
(6,690
|
) | $ | (5,015 | ) | ||
Net loss per share - basic and diluted
|
$ | (0.20 | ) | $ | (0.15 | ) |
●
|
actual versus anticipated licensing of our technology;
|
●
|
our actual versus anticipated operating expenses;
|
●
|
the timing of our OEM customer product shipments;
|
●
|
the timing of payment for our technology licensing agreements;
|
●
|
our actual versus anticipated gross profit margin;
|
●
|
our ability to raise additional capital, if necessary; and
|
●
|
our ability to secure credit facilities, if necessary.
|
ITEM 1. Legal Proceedings
|
We are not currently involved in any material legal proceedings. However, from time to time, we may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including, but not limited to, employee, customer and vendor disputes.
|
ITEM 1A. Risk Factors
|
Exhibit #
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Neonode Inc., dated April 17, 2009 (incorporated by reference to Exhibit 10.22 of our Quarterly Report on Form 10-Q filed on August 4, 2009).
|
|
3.1.1
|
Certificate of Amendment, dated December 13, 2010 (incorporated by reference to Exhibit 3.1.1 of our Annual Report on Form 10-K filed on March 31, 2011)
|
|
3.1.2
|
Certificate of Amendment, dated March 18, 2011 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on March 28, 2011)
|
|
3.1.3
|
Certificate of Correction, dated February 29, 2011 (incorporated by reference to Exhibit 3.1.3 of our Annual Report on Form 10-K filed on March 30, 2012)
|
3.2
|
Bylaws (incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed on April 15, 2008)
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
|
|
32
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
101.INS
|
XBRL Instance Document *
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document *
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document *
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
Neonode Inc.
Registrant
|
|||
Date: August 8, 2013 |
By:
|
/s/ David W. Brunton | |
David W. Brunton
|
|||
Chief Financial Officer,
|
|||
Vice President, Finance and Secretary
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas Eriksson
|
/s/ David W. Brunton
|
|
Thomas Eriksson
|
David W. Brunton
|
|
Chief Executive Officer
|
Chief Financial Officer
|
|
August 8, 2013
|
Vice President, Finance
|
|
and Secretary
|
||
August 8, 2013
|
Summary of Significant Accounting Policies (Tables)
|
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2013
|
|||||
Summary of Significant Accounting Policies [Abstract] | |||||
Estimated useful lives of property and equipment |
|
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Statements of Operations [Abstract] | ||||
Net revenues | $ 1,084 | $ 1,974 | $ 1,632 | $ 3,138 |
Cost of revenues | 662 | 494 | 678 | 743 |
Gross margin | 422 | 1,480 | 954 | 2,395 |
Operating expenses: | ||||
Product research and development | 1,441 | 1,478 | 3,075 | 2,165 |
Sales and marketing | 893 | 1,718 | 1,698 | 2,517 |
General and administrative | 1,189 | 1,691 | 2,841 | 2,686 |
Total operating expenses | 3,523 | 4,887 | 7,614 | 7,368 |
Loss before provision for income taxes | (3,101) | (3,407) | (6,660) | (4,973) |
Provision for income taxes | 19 | 20 | 30 | 42 |
Net loss | $ (3,120) | $ (3,427) | $ (6,690) | $ (5,015) |
Loss per common share: | ||||
Basic and diluted loss per share | $ (0.09) | $ (0.10) | $ (0.20) | $ (0.15) |
Basic and diluted - weighted average number of common shares outstanding | 34,135 | 32,969 | 33,825 | 32,889 |
Deferred Revenue
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Deferred Revenue [Abstract] | |
Deferred Revenue | 4. Deferred Revenue
As of June 30, 2013 and December 31, 2012, we have $2.0 million and $2.1 million, respectively, of deferred license fee revenue related to prepayments for future license fees from three customers and a total of $0.8 million and $0.6 million, respectively, of deferred engineering development fees from seventeen and thirteen customers, respectively. We defer the license fees until we have met all accounting requirements for revenue recognition as per unit royalty products are distributed or licensed by the Company’s customers and the engineering development fee revenue until such time as the engineering work has been completed and accepted by our customers. |
Summary of Significant Accounting Policies (Details Textual)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
USD ($)
Customer
|
Jun. 30, 2012
USD ($)
Customer
|
Jun. 30, 2013
USD ($)
Customer
|
Jun. 30, 2012
USD ($)
Customer
|
Dec. 31, 2012
Customer
|
Jun. 30, 2012
Amazon [Member]
|
Jun. 30, 2012
Amazon [Member]
|
Jun. 30, 2013
Kobo Inc [Member]
|
Jun. 30, 2012
Kobo Inc [Member]
|
Jun. 30, 2013
Kobo Inc [Member]
|
Jun. 30, 2013
Sony Corporation [Member]
|
Jun. 30, 2012
Sony Corporation [Member]
|
Jun. 30, 2013
Sony Corporation [Member]
|
Jun. 30, 2012
Sony Corporation [Member]
|
Jun. 30, 2013
Netronix Inc [Member]
|
Jun. 30, 2013
Netronix Inc [Member]
|
Jun. 30, 2013
BYD Precision Manufacture Company Limited [Member]
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
US [Member]
USD ($)
|
Jun. 30, 2013
Sweden [Member]
EUR (€)
|
Jun. 30, 2013
Japan [Member]
JPY (¥)
|
|
Summary of Significant Accounting Policies (Textual) | ||||||||||||||||||||||
Basic deposit coverage limits per owner and customer | $ 250,000 | € 100,000 | ¥ 10,000,000 | |||||||||||||||||||
Entity-Wide Revenue, Major Customer, Percentage | 53.00% | 53.00% | 18.00% | 11.00% | 27.00% | 13.00% | 11.00% | 15.00% | 13.00% | 16.00% | 18.00% | 11.00% | ||||||||||
Percentage of net revenues earned from major customers | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||
Days of reporting period stipulated in the contract | 30 days | 45 days | ||||||||||||||||||||
Excess of insurance limits | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Gains or (losses) resulting from foreign currency transactions | 87,000 | 73,000 | 124,000 | 11,000 | ||||||||||||||||||
Foreign currency translation gain (loss) | 41,000 | (72,000) | 54,000 | (28,000) | ||||||||||||||||||
Accounts receivable due, Number of aggregate customers | 12 | 15 | ||||||||||||||||||||
Accounts receivable, Number of major customer | 3 | 10 | ||||||||||||||||||||
Revenue earned, Number of customers | 17 | 12 | 20 | 16 | ||||||||||||||||||
Percentage of accounts receivable due by three major customers | 54.00% | 54.00% | ||||||||||||||||||||
Advertising costs | $ 5,000 | $ 129,000 | $ 85,000 | $ 282,000 | ||||||||||||||||||
Weighted-average exchange rate for consolidated statements of operations (Swedish Krona to one U.S. Dollar) | 6.56 | 6.95 | 6.50 | 6.85 | ||||||||||||||||||
Exchange rate for the consolidated balance sheets (Swedish Krona to one U.S. Dollar) | 6.70 | 6.70 | 6.52 | |||||||||||||||||||
Weighted-average exchange rate for consolidated statements of operations (Japanese Yen to one U.S. Dollar) | 98.75 | 95.49 | ||||||||||||||||||||
Exchange rate for the consolidated balance sheets (Japanese Yen to one U.S. Dollar) | 99.1 | 99.1 |
Stockholders' Equity (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
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Stockholders' Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Schedule of conversion of preferred stock issued to common stock |
|
Net Loss Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
BASIC AND DILUTED | ||||
Weighted average number of common shares outstanding | 34,135 | 32,969 | 33,825 | 32,889 |
Number of shares for computation of net loss per share | 34,135 | 32,969 | 33,825 | 32,889 |
Net loss | $ (3,120) | $ (3,427) | $ (6,690) | $ (5,015) |
Net loss per share - basic and diluted | $ (0.09) | $ (0.10) | $ (0.20) | $ (0.15) |
Deferred Revenue (Details) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2013
Customer
|
Dec. 31, 2012
Customer
|
|
Deferred Revenue (Textual) | ||
Deferred fees | $ 2,813 | $ 2,725 |
Prepayments from future license fees [Member]
|
||
Deferred Revenue (Textual) | ||
Deferred fees | 2,000 | 2,100 |
Number of customer | 3 | |
Deferred engineering development fees [Member]
|
||
Deferred Revenue (Textual) | ||
Deferred fees | $ 800 | $ 600 |
Number of customer | 17 | 13 |
Stockholders' Equity (Details Textual) (USD $)
|
0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 21, 2013
|
Jun. 30, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Feb. 26, 2013
David Brunton [Member]
|
Mar. 21, 2013
Series A Preferred Stock [Member]
|
Jun. 30, 2013
Series A Preferred Stock [Member]
|
Dec. 31, 2012
Series A Preferred Stock [Member]
|
Mar. 21, 2013
Series B Preferred Stock [Member]
|
Feb. 27, 2013
Series B Preferred Stock [Member]
|
Jun. 30, 2013
Series B Preferred Stock [Member]
|
Dec. 31, 2012
Series B Preferred Stock [Member]
|
Mar. 21, 2013
Common Stock
|
Feb. 27, 2013
Common Stock
|
Jun. 30, 2013
Warrant [Member]
Minimum [Member]
|
Jun. 30, 2013
Warrant [Member]
Maximum [Member]
|
|
Stockholders Equity (Textual) | |||||||||||||||||
Conversion of Stock, Shares Issued | 39,790 | 929 | 528 | ||||||||||||||
Conversion of shares | 83 | 8 | 4 | 10,962 | |||||||||||||
Preferred stock, liquidation preference | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, voting rights | One vote for each share | One vote for each share | |||||||||||||||
Preferred stock conversion ratio per share of common stock | 480.63 | 132.07 | |||||||||||||||
Common Stock, Value | $ 34,000 | $ 33,000 | |||||||||||||||
Conversion of warrant into common stock, shares converted | 412,254 | 266,228 | |||||||||||||||
Value of warrants | $ 200,000 | ||||||||||||||||
Exercise price | 1.00 | 3.13 | |||||||||||||||
Common stock issuable upon exercise of warrants | 578,066 | 320,000 | |||||||||||||||
Common stock issuable upon exercise of additional warrants | 148,145 | ||||||||||||||||
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | 848,000,000 | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 2,000,000 | 444,541 | 444,541 | 54,425 | 54,425 | |||||||||||
Stockholders' equity, reverse stock split | 1-for-25 |
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
---|---|
Summary of future minimum payments under non-cancellable operating lease commitments | |
2013 (remaining six months) | $ 192 |
2014 | 261 |
2015 | 23 |
Total | $ 476 |
Subsequent Events (Details) (USD $)
|
6 Months Ended | 0 Months Ended | 6 Months Ended | |
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jul. 15, 2013
Subsequent Event [Member]
|
Jun. 30, 2013
Subsequent Event [Member]
|
|
Subsequent Events (Textual) | ||||
Warrants exercised to purchase common stock | 471,729 | |||
Common stock shares received on warrants exercises | 377,163 | |||
Proceeds from exercise of warrants | $ 200,000 | $ 8,000 | $ 23,609 | $ 17,420 |
Common stock issuable upon exercise of warrants | 578,066 | 5,572 | ||
Warrants, exercise price | $ 3.13 | |||
Employee exercised stock options, exercise price | $ 4.25 | |||
Number of employee exercised stock options to issued common stock | 5,555 | |||
Intrinsic value of option exercised | $ 22,000 |
Stockholders' Equity (Details)
|
0 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 21, 2013
|
Feb. 27, 2013
|
Jun. 30, 2013
|
|
Series A Preferred Stock [Member]
|
|||
Schedule of conversion of preferred stock issued to common stock | |||
Conversion Ratio | 480.63 | ||
Shares of Common Stock after Conversion of all Outstanding Shares of Preferred Stock Not yet Exchanged at June 30, 2013 | 83 | ||
Series B Preferred Stock [Member]
|
|||
Schedule of conversion of preferred stock issued to common stock | |||
Shares of Preferred Stock Not Exchanged as of June 30, 2013 | 83 | ||
Conversion Ratio | 132.07 | ||
Shares of Common Stock after Conversion of all Outstanding Shares of Preferred Stock Not yet Exchanged at June 30, 2013 | 8 | 4 | 10,962 |
Summary of Significant Accounting Policies
|
6 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated balance sheet at December 31, 2012 and the condensed consolidated statements of operations, other comprehensive loss, and cash flows for the three and six months ended June 30, 2012 include our accounts and the accounts of our wholly owned Swedish subsidiary Neonode Technologies AB (“NTAB”). All significant intercompany accounts and transactions have been eliminated.
The condensed consolidated balance sheet at June 30, 2013 and the condensed consolidated statements of operations, other comprehensive loss, and cash flows for the three and six months ended June 30, 2013 include our accounts and those of our wholly owned subsidiaries, NTAB, Neonode Americas Inc. (“NAI”), Neonode Japan Inc. (“NJK”), NEON Technologies Inc. (“NTI”) and Neonode UI AB (“NUIAB”). All significant intercompany accounts and transactions have been eliminated.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires making estimates and assumptions that affect, at the date of the financial statements, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Actual results could differ from these estimates. Significant estimates include, but are not limited to, collectibility of accounts receivable, recoverability of long-lived assets, the valuation allowance related to our deferred tax assets and the fair value of options and warrants issued for stock-based compensation.
Concentration of Cash Balance Risks
Cash balances are maintained at various banks in the U.S., Japan and Sweden. At times, deposits held with financial institutions in the United States of America may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation (“FDIC”), which 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. As of June 30, 2013, the Company has approximately $5.0 million in excess of insurance limits.
Accounts Receivable and Allowance for Doubtful Accounts
Our accounts receivable are stated at net realizable value. Our policy is to maintain allowances for estimated losses resulting from the inability of our customers to make required payments. Credit limits are established through a process of reviewing the financial history and stability of each customer. Where appropriate, we obtain credit rating reports and financial statements of the customer when determining or modifying its credit limits. We regularly evaluate the collectibility of our trade receivable balances based on a combination of factors. When a customer’s account balance becomes past due, we initiate dialogue with the customer to determine the cause. If it is determined that the customer will be unable to meet its financial obligation, such as in the case of a bankruptcy filing, deterioration in the customer’s operating results or financial position or other material events impacting its business, we record a specific allowance to reduce the related receivable to the amount we expect to recover. Should all efforts fail to recover the related receivable, we will write-off the account. We also record an allowance based on certain other
factors including the length of time the receivables are past due and historical collection experience with customers. We determined that an allowance for doubtful accounts was not necessary at June 30, 2013 and December 31, 2012.
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
Equipment purchased under capital leases is amortized on a straight-line basis over the estimated useful life of the asset or the term of the lease, whichever is shorter.
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 consolidated statement of operations. Maintenance and repairs are charged to expense as incurred.
Long-lived Assets
We assess any impairment by estimating the future cash flow from the associated asset in accordance with relevant accounting guidance. If the estimated undiscounted future cash flow related to these assets decreases or the useful life is shorter than originally estimated, we may incur charges for impairment of these assets. At June 30, 2013, we believe there is no impairment of our long-lived assets.
Foreign Currency Translation and Transaction Gains and Losses
The functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona and Japanese Yen. The translation from Swedish Krona and Japanese Yen 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. Foreign currency translation gains were $41,000 and $54,000 during the three and six months ended June 30, 2013, respectively, compared to translation losses of $(72,000) and $(28,000) during the same periods in 2012, respectively. Gains or losses resulting from translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in general and administrative expense in the accompanying
condensed consolidated statements of operations and were $87,000 and $124,000 during the three and six months ended June 30, 2013, respectively, compared to $73,000 and $11,000 during the same periods in 2012, respectively.
Concentration of Credit and Business Risks
Our accounts receivable as of June 30, 2013 was due from twelve customers, three of which accounted for 54% of our accounts receivable as of June 30, 2013.
Our accounts receivable as of December 31, 2012 was due from fifteen customers, none of which accounted for more than 10% of our accounts receivable as of December 31, 2012.
Our net revenues for the three months ended June 30, 2013 were earned from seventeen customers. Our customers are located in the North America, Europe and Asia. Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2013 are as follows:
Our net revenues for the six months ended June 30, 2013 were earned from twenty customers. Our customers are located in the North America, Europe and Asia. Customers which accounted for 10% or more of our net
revenues during the six months ended June 30, 2013 are as follows:
Our net revenues for the three months ended June 30, 2012 were earned from twelve customers. Our customers are located in the North America, Europe and Asia. Customers who accounted for 10% or more of our net revenues during the three months ended June 30, 2012 are as follows:
Our net revenues for the six months ended June 30, 2012 were earned from sixteen customers. Customers who accounted for 10% or more of our net revenues during the six months ended June 30, 2012 are as follows:
Revenue Recognition
Licensing Revenues:
We derive revenue from the licensing of 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. The IP licensing agreements generally include a nonexclusive license for the underlying IP. Fees under these agreements may include license fees relating to our IP and royalties payable 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. Neonode meets all the accounting requirements for revenue recognition as per unit royalty products are distributed or licensed by the Company’s customers. For technology license arrangements that do not require significant modification or customization of the underlying technology, we recognize technology license revenue when: (1) we enter into a legally binding arrangement with a customer for the license of technology; (2) the customer distributes or licenses the products; (3) the customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is reasonably assured. Our customers report to us the quantities of products distributed or licensed by them after the end of the reporting period stipulated in the contract, generally 30 to 45 days after the end of the month or quarter.
Explicit return rights are not offered to customers. There have been no returns through June 30, 2013.
Engineering Services:
We may sell engineering consulting services to our customers on a flat rate or hourly rate basis. We recognize revenue from these services when all of the following conditions are met: (1) evidence existed of an arrangement with the customer, typically consisting of a purchase order or contract; (2) our services were performed and risk of loss passed to the customer; (3) we completed all of the necessary terms of the contract; (4) the amount of revenue to which we were entitled was fixed or determinable; and (5) we believed it was probable that we would be able to collect the amount due from the customer. To the extent that one or more of these conditions has not been satisfied, we defer recognition of revenue. Generally, we recognize revenue as the engineering services stipulated under the contract are completed and accepted by our customers.
Deferred Revenue
From time-to-time the Company receives pre-payments from its customers related to future services or future license fee revenues. We defer the license fees until we have met all accounting requirements for revenue recognition as per unit royalty products are distributed or licensed by the Company’s customers and the engineering development fee revenue until such time as the engineering work
has been completed and accepted by our customers.
Advertising
Advertising costs are expensed as incurred. Advertising costs for the three and six months ended June 30, 2013 and 2012 amounted to approximately $5,000 and $85,000 and $129,000 and $282,000, respectively.
Product Research and Development
Research and development (“R&D”) costs are expensed as incurred. R&D costs consist mainly of personnel related costs in addition to some external consultancy costs such as testing, certifying and measurements.
Stock-Based Compensation Expense
We measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the 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, net of estimated forfeitures.
We account for equity instruments issued to non-employees at their fair value. The measurement date for the fair value for the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached, or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instruments is primarily recognized over the term of the consulting agreement. The fair value of the stock-based compensation is periodically re-measured and expense is recognized during the vesting term.
When determining stock-based compensation expense involving options and warrants, we determine the estimated fair value of options and warrants using the Black-Scholes option pricing model.
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, 2013 and December 31, 2012. 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 the relevant accounting guidance related to uncertain tax positions, which provisions include a two-step approach to recognizing, de-recognizing and measuring uncertain tax positions. As a result, we did not
recognize a liability for unrecognized tax benefits. As of June 30, 2013 and December 31, 2012, we had no unrecognized tax benefits.
Net Loss Per Share
Net loss per share amounts have been computed based on the weighted-average number of shares of common stock outstanding during the period. 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 three and six months ended June 30, 2013 and 2012 exclude the potential common stock equivalents, as the effect would be anti-dilutive (See Note 8).
Comprehensive Income (Loss)
Our comprehensive loss includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholder’ equity in the condensed consolidated balance sheets as accumulated other comprehensive income.
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 consolidated statements of operations and comprehensive loss was 6.56 and 6.95 Swedish Krona to one U.S. Dollar for the three months ended June 30, 2013 and 2012, respectively. The weighted-average exchange rate for the consolidated statements of operations and comprehensive loss was 6.50 and 6.85 Swedish Krona to one U.S. Dollar for the six months ended June 30, 2013 and 2012, respectively. The exchange rate for the consolidated balance sheets was 6.70 and 6.52 Swedish Krona to one U.S. Dollar as of June 30, 2013 and December 31, 2012, respectively. The weighted-average exchange rate for the consolidated statement of operations and comprehensive loss was 98.75 and 95.49 Japanese Yen to one U.S. Dollar for the three and six months ended June 30, 2013. The exchange rate for the consolidated balance sheet was 99.1 Japanese Yen to one U.S. Dollar as of June 30, 2013. |
Stock-Based Compensation
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Jun. 30, 2013
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Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | 5. Stock-Based Compensation
We have several approved stock option plans for which stock options and restricted stock awards are available to grant to employees, consultants and directors. All employee 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 is 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.
Stock Options
As of June 30, 2013, we had two equity incentive plans:
We also had one non-employee director stock option plan as of June 30, 2013:
A summary of the combined activity under all of the stock option plans is set forth below:
On May 6, 2013, the Company’s shareholders approved an increase of the number of common stock authorized for issuance as incentive stock options under the 2006 Plan by 2 million shares.
The aggregate intrinsic value of the 1,673,488 stock options that are outstanding, vested and expected to vest at June 30, 2013 is $2.6 million.
On March 19, 2013, the Company received an aggregate of $166,000 from two employees in connection with the exercise of stock options into 38,456 shares of common stock. The intrinsic value related to the options exercised was $58,000 on the date of exercise.
We granted an option to purchase 15,000 shares of our common stock to an employee during the six months ended June 30, 2013 with a grant date fair value of $80,000 computed using the Black-Scholes option pricing model.
For the three and six months ended June 30, 2013, the Company recorded $577,000 and $1.2 million, respectively, of compensation expense related to the vesting of stock options. For the three and six months ended June 30, 2012, the Company recorded $2.3 million, respectively, of compensation expense related to the vesting of stock options. The fair value of the stock-based compensation was calculated using the Black-Scholes option pricing model as of the date of grant of the stock option.
See below for assumptions used in the valuation of stock options:
The 1998 Plan terminated effective June 15, 2008 and the Director Plan terminated effective March 2011. Although we can no longer issue stock options out of the plans, the outstanding options at the date of termination will remain outstanding and vest in accordance with their terms. Options granted under the Director Plan vested over a one to four-year period, expire five to seven years after the date of grant and have exercise prices reflecting market value of the shares of our common stock on the date of grant. Stock options granted under the 1998 and 2006 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.
Warrants
During the six
months ended June 30, 2013, certain warrant holders exercised their warrants under the cash and net cash provisions, as defined in the agreements. See Note 3 for details of such exercises and number of common stock shares issued.
On December 3, 2010, we issued 120,000 warrants at an exercise price of $1.63 per share to an employee. The fair value of the warrants was $198,000 on the date of grant, using the Black-Scholes option pricing model, which has been amortized to expense over 24 months. During the three and six months ended June 30, 2012, we recorded $25,000 and $50,000, respectively, of stock based compensation expense related to vesting of such warrants.
On September 12, 2011, we issued 20,000 three-year stock purchase warrants to an employee at an exercise price of $3.90 per share with a vesting period over 24 months. The warrant granted to an employee had a fair value on the date of grant of $75,000. This amount is expensed over the vesting period of which $10,000 and $19,000 and $9,000 and $18,000 of expense related to this warrant is included in product research and development expense for the three and six months ended June 30, 2013 and 2012, respectively. The fair value of stock-based compensation related to the issuance of warrants is calculated using the Black-Scholes option pricing model as of the grant date of the underlying warrant.
On April 4, 2013, we extended a 40,000 stock purchase warrant with an exercise price of $1.00 per share that expired on January 28, 2013 that was issued to an investor in a previous convertible debt financing. The fair value of the warrant was $166,000 on the date of grant, using the Black-Scholes option pricing model, which has been expensed during the three months ended June 30, 2013. The warrant holder exercised the warrant on April 4, 2013 and the Company received cash proceeds of $40,000 (see Note 3).
The stock-based compensation expense for the three and six months ended June 30, 2013 and 2012 reflects the fair value of the vested portion of options and warrants granted to directors, employees and non-employees. Stock-based compensation expense in the accompanying consolidated statements of operations is as follows (in thousands):
The remaining unamortized expense related to stock options and warrants will be recognized on a straight line basis monthly as compensation expense over the remaining vesting period which approximates 2.7 years.
The fair value of stock-based awards to employees 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.
A summary of all warrant activity is set forth below:
During the six months ended June 30, 2013, warrant holders (excluding our CFO) exercised warrants to purchase 578,066 shares of common stock using the cashless exercise provision allowed in the warrant and received 412,254 shares of our common stock. In addition, warrant holders exercised warrants to purchase 148,145 shares of common stock and paid a cash exercise price ranging between $1.00 and $3.13 per share for a total cash exercise price of $200,000.
On February 26, 2013, David Brunton, our CFO, exercised warrants to purchase 320,000 shares of common stock using the cashless exercise provision allowed in the warrant and received 266,228 shares of our common stock.
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Stockholders' Equity
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Jun. 30, 2013
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Stockholders' Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity | 3. Stockholders’ Equity
On February 29, 2012, the Company filed a Certificate of Correction with the Secretary of State of Delaware effectively reducing the amount of its authorized shares from 848,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock to 70,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. This correction reflects the new capital structure of the Company following its 1-for-25 reverse split that became effective at the close of business on March 25, 2011.
On May 1, 2012, the Company began trading its common stock on the NASDAQ Stock Market under trading symbol NEON.
Common Stock
During the six months ended June 30, 2013, warrant holders (excluding our CFO) exercised warrants to purchase 578,066 shares of common stock using the cashless exercise provision allowed in the warrant and received 412,254 shares of our common stock. In addition, warrant holders exercised warrants to purchase 148,145 shares of common stock and paid a cash exercise price ranging between $1.00 and $3.13 per share for a total cash exercise price of $200,000.
On February 26, 2013, David Brunton, our CFO, exercised warrants to purchase 320,000 shares of common stock using the cashless exercise provision allowed in the warrant and received 266,228 shares of our common stock.
Preferred Stock
On March 21, 2013, Series A Preferred stockholders exchanged 83 shares of Series A Preferred stock for 39,790 shares of our common stock, eliminating all Series A Preferred shares outstanding.
On February 27, 2013, Series B Preferred stockholders exchanged 4 shares of Series B Preferred stock for 528 shares of our common stock.
On March 21, 2013, Series B Preferred stockholders exchanged 8 shares of Series B Preferred stock for 929 shares of our common stock.
The terms of the Series A and Series B Preferred stock are as follows:
The holders of shares of Series A Preferred stock and Series B Preferred stock shall have one vote for each share of Series A Preferred stock and Series B Preferred stock held by them.
Initially, each share of Series A Preferred stock and each share of Series B Preferred stock was convertible into one share of our common stock. Any modification to the conversion rate requires shareholder approval. On March 31, 2009, our shareholders approved a resolution to increase the authorized share capital, and to increase the conversion ratio to 480.63 shares of common stock for each share of Series A Preferred stock and to 132.07 shares of our common stock for each shares of Series B Preferred stock, thus completing the restructuring begun in December 2008.
On April 24, 2009, we initiated the process of allowing the shareholders of our preferred stock to convert the Series A and B Preferred stock to shares of our common stock. In order to convert the preferred stock to common stock each preferred stock shareholder is required to submit the preferred stock certificate to our transfer agent and request conversion to common stock. The conversion to common stock is not mandatory and shareholders who own preferred stock may choose not to convert their preferred stock to shares of our common stock. The following table summarizes the Preferred stock not yet converted as of June 30, 2013.
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Stock-Based Compensation (Details) (Stock Options [Member], USD $)
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0 Months Ended | 6 Months Ended |
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Mar. 19, 2013
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Jun. 30, 2013
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Stock Options [Member]
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Summary of all stock option plans / warrant activity | ||
Number of Options/Warrants Outstanding, Beginning Balance | 1,715,200 | |
Number of Options/Warrants Outstanding, Granted | 15,000 | |
Number of Options/Warrants Outstanding, Cancelled or expired | (18,256) | |
Number of Options/Warrants Outstanding, Exercised | 38,456 | (38,456) |
Number of Options/Warrants Outstanding, Ending Balance | 1,673,488 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 5.04 | |
Weighted Average Exercise Price, Granted | $ 5.97 | |
Weighted Average Exercise Price, Expired | $ 6.04 | |
Weighted Average Exercise Price, Exercised | $ 4.33 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 5.05 |
Segment Information (Details Textual)
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6 Months Ended |
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Jun. 30, 2013
Segment
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Segment Information (Textual) | |
Number of reportable segments | 1 |