UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007 Commission File Number 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 11-2103466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
240 CROSSWAYS PARK DRIVE
WOODBURY, NEW YORK 11797-2033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 364-1902
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Class on Which Registered
Common Stock, $0.0001 Par Value The NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
As of March 13, 2008 there were 15,440,434 shares of Research Frontiers
Incorporated common stock outstanding. The aggregate market value of the
voting and non-voting common equity held by non-affiliates was
$207,737,452 computed in accordance with the rules of the SEC by reference
to the closing price of the Company's common stock as of June 29, 2007
which was $14.11. In making this computation, all shares known to be
owned by directors and executive officers of the Company and all shares
known to be owned by other persons holding in excess of 5% of the
Company's common stock have been deemed held by "affiliates" of the
Company. Nothing herein shall prejudice the right of the Company or any
such person to deny that any such director, executive officer, or stockholder
is an "affiliate."
PART I
ITEM 1. BUSINESS
General
Research Frontiers Incorporated ("Research Frontiers" or the
"Company") develops and licenses its patented suspended particle
device ("SPD-Smart") light-control technology to other companies
that manufacture and market either the SPD-Smart chemical
emulsion, light-control film made from the chemical emulsion,
lamination services, electronics to power end-products
incorporating the film, or the end-products themselves such as
"smart" windows, skylights and sunroofs. Research Frontiers
currently has 35 companies that, in the aggregate, are licensed to
serve four major SPD-Smart application areas (aerospace,
architectural, automotive and marine products) in every country of
the world.
Research Frontiers was incorporated in New York in 1965 to
continue early work that Dr. Edwin Land, founder of Polaroid
Corporation, and others had done in the area of light-control
beginning in the 1930s. Research Frontiers was reincorporated in
Delaware in 1989. Since 1965, Research Frontiers has actively
worked to develop and license its own SPD technology, which it
protects using patents, trade secrets and know-how. Although
patent and trade secret protection is not a guarantee of commercial
success, Research Frontiers currently has over 500 patents and
pending patent applications throughout the world protecting its
technology, positioning it as a leader of advanced light, glare and
heat control for windows and other glazing products.
SPD-Smart products use microscopic light-absorbing particles
that are typically suspended in a film. These particles align when
an electrical voltage is applied, thus permitting light to pass
through the film. Adjustment of the voltage to the SPD film gives
users the ability to instantly, precisely and consistently regulate the
amount of light, glare and heat passing through the window,
skylight, sunroof, window shade or other SPD-Smart end-product.
SPD technology is an "enabling" or "transforming"
technology that may have wide commercial applicability in many
types of products and industries where variable light transmission
is desired, such as:
- "smart" windows, skylights, partitions, doors, and sunshades
for the architectural, aircraft, marine, automotive and
appliance industries;
- variable light transmission sunglasses, goggles, visors and
other eyewear;
- self-dimmable automotive sunroofs, sunvisors and rear-view
mirrors; and
- flat panel information displays for use in billboards,
scoreboards, point-of-purchase advertising displays,
traffic signs, computers, telephones, PDAs and other
electronic instruments.
Research Frontiers considers the SPD industry to be in the
initial phase of growth and sales of SPD-Smart products for
aircraft windows, smart windows and skylights for homes and
offices, sunroofs and side-and rear-windows for cars, boats, busses
and other transportation vehicles. Some of these early sales and
uses have been commercial installations and some have involved
concept and test installations by licensees and their customers (see
"Trends and Recent Developments" below). Some of our licensees
consider the stage of development, product introduction strategies
and timetables, and other plans to be proprietary or secret, and as
such cannot be disclosed by Research Frontiers until such
licensees, or their customers, make their own public
announcements or product launches.
In addition to the near-term product applications listed above,
prototypes of flat panel displays, eyewear, and self-dimming
automotive rear-view mirrors have been developed. These
prototypes demonstrate the feasibility and operation of the
products they relate to, but in some cases may need additional
product design, engineering or testing before commercial products
can be introduced.
Recent progress with regard to market development and
commercialization activity has been the result of focused and
active efforts by Research Frontiers and its key production and
end-product licensees who have invested in product development
and improvements, production facilities, increased production
capacity, durability and performance testing and marketing
programs. Licensees supplying chemical emulsion or film to end-
product licensees now are increasing production capacity to
prepare for potentially large and developing markets for SPD-
Smart products. Research Frontiers believes that with the normal
progression of product and manufacturing improvements, and as
licensees become more experienced at the lamination, fabrication
and installation of SPD-Smart products for various applications,
the adoption rates for SPD-Smart products will grow and
accelerate, resulting in higher earned royalty income for the
Company.
As part of their marketing and branding programs, many of
our licensees have developed their own trademarks for SPD-Smart
emulsion, film, and end-products and these are listed in their
respective press releases, product brochures, advertising and other
promotional materials. Research Frontiers uses the following
trademarks: SPD-Smart , SPD-SmartGlass , VaryFast , SPD-
CleanTech , SPD Clean Technology , SmartGlass , The View
of the Future - Everywhere you Look , Powered by SPD ,
Powered by SPD-CleanTech , Powered by SPD Clean
Technology , SPD Green and Clean , and Visit
SmartGlass.com - to change your view of the world .
In each of the last three fiscal years the Company has devoted
substantially all of its time to the development of one class of
products, namely SPD-Smart light-control technology, and
therefore revenue analysis by class is not provided herein.
The Company does not believe that future sales will be
seasonal in any material respect. Due to the nature of the
Company's business operations and the fact that the Company is
not presently a manufacturer, there is no backlog of orders for the
Company's products.
The Company believes that compliance with federal, state and
local provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating
to the protection of the environment, will not have a material effect
upon the capital expenditures, earnings and competitive position
of the Company. The Company has no material capital
expenditures for environmental control facilities planned for the
remainder of its current fiscal year or its next succeeding fiscal
year.
Trends and Recent Developments
There are favorable trends in each of the major near-term
markets for SPD-Smart products. Generally speaking, there is a
growing trend towards using more glass in architectural and
automotive applications. SPD-Smart technology, especially when
used in conjunction with other available technology, provides
effective shading, glare control and heat management solutions for
these usually large-sized glass areas. There are also strong driving
trends toward use of cleaner, more energy efficient materials, as
well as a desire to capitalize on the growing evidence of both
physiological and psychological benefits of natural daylight. SPD
light- control technology can also play an important role in the
more efficient use of natural daylighting as part of energy
reduction strategies to offset energy used by artificial lighting.
In the automotive industry, global trends include the
introduction of panoramic roof systems and larger sunroofs for
transportation vehicles, and a higher percentage of vehicles having
sunroofs. In addition, automobile manufacturers are beginning to
introduce "cielo" glass systems where the windshield of the
vehicle joins with the glass in the roof of the vehicle to form one
continuous piece of curved glass. The SPD component of these
cielo systems can start with the blue band on the top of the
windshield (the rest of the windshield would not use any kind of
dark tint since regulations require that the main part of the
windshield not have less than 70% light transmission) and extend
back to encompass the entire glass roof system. Certain
automakers have recently begun to incorporate SPD-Smart glass
in concept vehicles, with some of these concept vehicles being
exhibited at major auto shows, and are developing SPD-Smart
glass for higher volume production vehicles as well.
For architectural applications, a number of market forces are
having an upward influence on demand for SPD-Smart glass. As
noted above, there is a greater use of glass in residential and
commercial building applications. Also significant is the
heightened attention to energy efficiency in both commercial and
residential buildings. With energy costs rising and buildings in the
United States and Europe now accounting for an estimated 39-40%
of energy use, many architects and building owners are striving for
sustainable, "green" buildings with lower energy consumption,
reduced environmental impact, a lower carbon footprint, and
improved occupant health and well being. In addition, designers
are using more glass in their architectural projects and introducing
advanced daylighting systems in buildings that lower electrical
lighting usage and reduce heating and cooling loads. Because of
this, the ability to control light, glare and heat in these building
applications is very important and advanced solutions often are
needed. As a result, architects and developers have begun to
specify SPD-Smart glass in their projects, and both the number and
size of these projects are increasing.
In the aerospace industry, several of the world's largest jet
manufacturers have announced their interest to include electronic
smart window shades in their aircraft. These electronic window
shades may use SPD technology, or may use other technologies
such as electrochromic technology or electro-mechanical window
shades. For use in aircraft, SPD windows are usually made of
plastic instead of glass to achieve weight savings and to avoid
breakage risks. The Company believes its SPD technology offers
important performance advantages over these other technologies
such as weight savings, faster and more uniform response time,
and demonstrated ability to pass severe FAA durability and safety
tests.
To satisfy various objectives, many yacht manufacturers
currently employ less than ideal glazing solutions. For example,
some have reported having to use as many as five different types
of glass in a typical yacht. SPD-Smart window technology can
reduce the number of different types of glass used in these yachts
because of its increased functionality and superior performance
and versatility.
The Company has seen an increase both in terms of the
number of licensees, as well as the size and prominence within
their respective industries, of the organizations becoming
licensees. Products using SPD-Smart technology continue to be
exhibited at trade shows, conferences, and industry events, with
such products not only being exhibited by our licensees but also by
their customers and by original equipment manufacturers. While
there can be no assurance that these trends will continue, to the
extent that they do continue, each should have a beneficial effect
on future fee income for the Company.
In April 2004, SPD Inc., which at that time was the sole
manufacturer of SPD-Smart light control film and a subsidiary of
Hankuk Glass Industries, a former licensee of the Company,
announced that it was ceasing its business activities. As a result,
sales of SPD-Smart products by licensees of the Company during
most of 2004, 2005 and 2006 were curtailed as these licensees
filled certain customer orders out of limited existing inventory of
SPD-Smart light control film made by SPD Inc. while awaiting
production of the next-generation, emulsion-based SPD-Smart
light control film with its improved performance characteristics.
After this hiatus in SPD film availability, several significant
events began in 2007.
On February 1, 2007, Hitachi Chemical Company jointly
announced with Innovative Glass Corp. that Hitachi Chemical was
shipping rolls of wide-width SPD-Smart film from its high-
capacity coating lines in Ibaraki, Japan. This film involves next-
generation SPD light-control film which has better optical
properties, lower haze levels, and a wider range of light
transmission than the film previously produced by SPD Inc. The
new emulsion-based film uses extraordinarily low amounts of
power to operate, further adding to its appeal. This next-generation
film is expected to help penetrate markets for SPD-Smart light-
control technology.
Research Frontiers licensee InspecTech Aero Service Inc.
reported that it received FAA certification for, and has installed
SPD-Smart windows on, various aircraft. Initially, these
installations involved aftermarket upgrades by select customers to
existing aircraft. On February 9, 2007, Raytheon Aircraft
Company (now known as the Hawker Beechcraft Corporation)
announced that it is offering SPD-Smart electronic window shades
manufactured by InspecTech Aero Service on Raytheon's
Beechcraft King Air aircraft. A Supplemental Type Certificate
(STC) was issued by the FAA in January 2007 to InspecTech for
all models of King Air aircraft, and additional aircraft
manufacturers and their airline customers are currently evaluating
SPD-Smart window shades for their aircraft. InspecTech reports
having engineered SPD-Smart windows for other aircraft in
response to their work with various aircraft manufacturers.
On October 1, 2007, Isoclima S.p.A. launched its marketing
program for its CromaLite brand of SPD-Smart glass. Isoclima
featured CromaLite at Vitrum 2007 from October 3-6 in Milan,
Italy and at the 47th International Boat Show in Genoa, Italy from
October 6-14. Vitrum 2007 is the international trade fair for
machinery, equipment and systems for the processing of flat and
hollow glass. The International Boat Show is one of the world's
leading marine shows.
At the 40th Tokyo Motor Show 2007, Hino Motors, Ltd., a
subsidiary of Toyota Motor Corporation, featured a new concept
motorcoach with side windows using Research Frontiers' patented
SPD-Smart light-control technology. The S'elega Premium
motorcoach, with its variable tint SPD-Smart windows, was
unveiled at the show on October 25, 2007 at a press briefing by
senior executives of Hino Motors. Members of the media
experienced the benefits of smart windows while sitting in the top-
of-the-line S'elega Premium luxury tour bus on display. The
S'elega Premium, which has five large SPD-Smart side window
panels with over 11 square meters of glass (more than 120 square
feet), is featured in a promotional video from Hino, and was on
display at the Tokyo Auto Show from October 24, 2007 through
November 11, 2007.
Research Frontiers and its licensees are currently working
with multiple automotive manufacturers to introduce SPD-Smart
windows, sunroofs and roof systems on both concept and
production vehicles.
On October 30, 2007, Research Frontiers licensee American
Glass Products (AGP) introduced its new SPD-Smart products at
the SEMA show in Las Vegas. These new SPD-Smart products,
introduced initially for the automotive aftermarket and offered
under the brand name AGP Vario Plus-Sky, use Research
Frontiers' patented SPD-Smart technology that enables users to
instantly, precisely and consistently control the amount of light,
glare and heat passing through glass or plastic. At the SEMA
show, AGP announced that its Vario Plus side- and rear-windows
were available for 22 vehicle models in the United States market,
with an additional 4 models under development. For the smart
sunroof application, AGP announced that its Vario Plus products
are under development for over 50 vehicle models in the US
market. Additionally, AGP indicated that its Vario Plus windows
and sunroofs are also under development for many more vehicle
models worldwide, and that AGP can custom manufacture these
products for virtually any vehicle. At the SEMA show in October,
AGP also announced the launch of a global marketing campaign
for its Vario Plus products.
In addition to supporting the efforts of its licensees, Research
Frontiers also recognizes the need to develop the SPD industry as
a whole. As such, the Company continues to plan and execute
complementary programs that build awareness and interest in
smart glass generally and demand for SPD-Smart technology
specifically. These programs include presentations at various
general industry conferences, participation in panel presentations
and discussions hosted by academia, development of trade
association educational materials, and presentations to architects,
designers, and other influential specifiers.
The Company also has emerged as the world's leading
resource for market research information on the subject of smart
glass. Summary results of several first-of-their-kind research
studies have been shared with industry, posted to the Company's
website for global dissemination and reference, and used as the
basis for media coverage and bylined articles. Examples of the
aforementioned activities over the past year include: (1)
manuscript entitled "2007 Study of United States LEED
Accredited Professionals on the Subject of Smart Glass" and
related company-developed market research information presented
at the 2007 Society of Vacuum Coaters Smart Materials
Symposium (Louisville, KY; May 2007); (2) lead-off speaker and
presentation entitled "The Use of SPD-Smart Light-Control
Film Technology in Automotive Smart Windows and Roof
Systems" at the International Plastics in Automotive Glazings
Conference (Frankfurt, Germany; June 2007); (3) industry panelist
and presentation entitled "The Smart Glass Industry: Advanced
Light-Control for Global Mass Markets" at the Penn State
University Workshop on Electromagnetic Metamaterials
(University Park, PA; September 2007).
Research Frontiers is also currently scheduled to be involved
with the following events during the first half of 2008: (1)
manuscript and presentation entitled "2008 Study of Architecture
Professionals on the Subject of Smart Glass, Daylighting and
Clean Technology" at the 2008 Society of Vacuum Coaters Symposium on
Cleantech Energy Conversion and Storage (Chicago, IL; April 2008); and
(2) manuscript and presentation entitled "Cleantech Daylighting Using
Smart Glass: A Survey of LEED Accredited Professionals" at the 2008 CTSI
Clean Technology and Sustainable Industries Conference and Trade Show
(Boston, MA; June 2008).
Licensees of Research Frontiers
Currently, the Company's 35 licensees are primarily
categorized into four main areas: materials for making films
(emulsions); film; lamination of film to glass or plastic, and end-
products. Emulsion makers produce and combine the necessary
materials (i.e. SPD particles and various liquids and special
polymers) from which SPD-Smart films are made. The film
makers coat a thin layer of emulsion between two sheets of plastic
film, each of which has a transparent conductive coating. This
emulsion is then partly solidified to form an SPD film that allows
users to control the amount of light, glare and heat passing through
this film. The end-product licensees then integrate this film into a
variety of SPD-Smart products, or make electronic systems to
control such SPD-Smart products. Some of these end-product
licensees do their own lamination of the SPD light-control film to
glass or plastic, and some outsource this lamination to other
companies.
The following table summarizes Research Frontiers' existing
license agreements and lists the year into which these agreements
were entered:
Licensee Products Covered Territory
American Glass Products Architectural and automotive windows (2002) Worldwide
(except Korea)
Asahi Glass Company SPD-Smart automotive windows and sunroofs(2006) Worldwide
AGC Automotive Americas Sunroof glass for other licensees (2001) Worldwide
(f/k/a AP Technoglass Co.)
AGC Flat Glass Europe SA Architectural windows (2007) Worldwide
(f/k/a Glaverbel SA)
Avery Dennison Corp. SPD displays (2001) Worldwide
BOS GmbH Variable light transmission SPD sunshades Worldwide
and sunvisors. (2002)
BRG Group, Ltd. Architectural and automotive windows (2002) Worldwide
(except Korea)
Craftsman Fabricated SPD film lamination for other licensees(2007) Worldwide
Glass
Cricursa Cristales Curvados Architectural and automotive windows(2002) Worldwide
(except Korea)
Custom Glass Corporation Windows and sunroofs for mass Worldwide
transit trains/busses; SPD film (except Korea)
lamination for other licensees (2003)
Dainippon Ink and SPD emulsions (1999) and films (2006) Worldwide
Chemicals Incorporated for other licensees
E.I. DuPont de Nemours Architectural and automotive windows;SPD Worldwide
emulsions and films for other licensees (2004)
Film Technologies SPD film for other licensees and Worldwide
International prospective licensees (2001)
GKN Aerospace Transpar- Armored vehicle windows (2008) Worldwide
ency Systems Inc.
Global Mirror GmbH Rear-view mirrors and sunvisors (1999) Worldwide
Hotel Technologies LLC Licensed to sell SPD-Smart architectural Worldwide
window systems to the hotel industry (2004)
Hitachi Chemical Co.,Ltd SPD emulsions and films for other Worldwide
licensees (1999)
Innovative Glass Corp. Architectural windows (2003) US,Canada,
and Mexico
InspecTech Aero Service Aircraft and marine windows and cabin Worldwide
dividers (2001) (except Korea)
Isoclima S.p.A. Architectural and automotive windows; SPD Worldwide
emulsion and film for other (except Korea)
licensees (2002)
Kerros Limited Automotive windows and sunroofs (2003) Worldwide
(except Korea)
for aftermarket
and UK only
for OEMs
Laminated Technologies Inc. SPD film lamination for
other licensees (2002) Worldwide
Leminur Limited Architectural windows (2003) Russia and
countries of
former Soviet
Union
N.V. Bekaert S.A (acquired Architectural and automotive windows, Worldwide
from Material Sciences Corp.)SPD film for other licensees, prospective
licensees and architectural and automotive
window companies (1997)
Nippon Sheet Glass Co., Ltd SPD film for other licensee (2004) Worldwide
Pilkington plc SPD film lamination for other licensee (2004) Worldwide
Polaroid Corporation SPD emulsions and films for other Worldwide
licensees (2000)
Prelco Inc. Architectural windows,train and bus US,Canada,
windows (2004) and Mexico
Saint-Gobain Glass France Architectural windows, automotive and other Worldwide
transportation vehicle windows (other than (except
aircraft and spacecraft), kitchen and laundry Korea)
home appliance windows, and automotive sunvisors
and rear-view mirrors for cars, SUVs, light
trucks and other transportation vehicles (other
than as original equipment mirrors on heavy trucks,
busses, construction vehicles, firetrucks and other
vehicles in Class 5-8 or weighing over 16,000
pounds) (2003)
SmartGlass International Ltd Architectural windows(2007) Ireland,United Kingdom
SPD Control Systems Corp Electronics and building control systems(2005)Worldwide
SPD Technologies, Inc. Architectural windows (2002) Worldwide
(f/k/a Razor's Edge (except Korea)
Technologies, Inc.)
SPD Systems, Inc. Architectural, appliance and marine windows (2002)Worldwide
(except Korea)
ThermoView Industries, Inc. Architectural windows (2000) Worldwide
(except Korea)
Traco, Inc. Architectural windows (2003) Worldwide
(except Korea)
Licensees of Research Frontiers who incorporate SPD
technology into end-products will pay Research Frontiers a royalty
of 5-15% of net sales of licensed products under license
agreements currently in effect, and may also be required to pay
Research Frontiers fees and minimum annual royalties. Licensees
who sell components (such as SPD emulsion, or film) or
lamination services to other licensees of Research Frontiers do not
pay a royalty on such sale or service, and Research Frontiers will
collect a royalty from the licensee incorporating these components
into their own SPD-Smart end-products. Research Frontiers'
license agreements typically allow the licensee to terminate the
license after some period of time, and give Research Frontiers only
limited rights to terminate before the license expires. The licenses
granted by the Company are non-exclusive and generally last as
long as our patents remain in effect. Due to their bankruptcy
filings or other termination of their general business activities or
for other reasons, the Company does not believe that Polaroid,
Kerros, ThermoView, BRG, SPD Technologies and Film
Technologies International are pursuing business activities with
respect to SPD technology. Also former emulsion and film
licensee Air Products and Chemicals did not renew their license
agreement with the Company for 2008 for reasons unrelated to
SPD technology. Some of the Company's other licensees are
currently inactive with respect to SPD technology, but may
hereafter become active again. To date, the Company has not
generated sufficient revenue from its licensees to profitably fund
its operations.
Although the Company believes based upon the status of
current negotiations that additional license agreements with third
parties will be entered into, there can be no assurance that any
such additional license agreements will be consummated, or the
extent that any current or future licensee of the Company will
produce or sell commercial products using the Company's
technology or generate meaningful revenue from sales of such
licensed products.
The Company plans to continue to exploit its SPD-Smart
light-control technology by entering into additional license and
other agreements with end-product manufacturers such as
manufacturers of flat glass, flat panel displays and automotive
products, and with other interested companies who may wish to
acquire rights to manufacture and sell the Company's proprietary
emulsions and films.
The Company's plans also call for further development of its
technology and the provision of additional technological and
marketing assistance to its licensees to develop commercially
viable SPD-Smart products, and expand the markets for such
products. The Company cannot predict when or if new license
agreements will be entered into or the extent to which commercial
products will result from its existing or future licensees because of
the risks inherent in the developmental process and because
commercialization is dependent upon the efforts of its licensees as
well as on the continuing research and development efforts of the
Company.
On March 13, 2008 the Company had twelve full-time
employees, five of whom are technical personnel, and the rest of
whom perform legal, marketing, investor relations, and
administrative functions. Of these employees, two have obtained
doctorates in chemistry, one has a masters degree in chemistry,
one has extensive industrial experience in electronics and electrical
engineering, and one has majored in physics. Three employees
also have additional postgraduate degrees in business
administration, including one doctorate in organization and
management. Also the Company's suppliers and licensees have
people on their teams with advanced degrees in a number of areas
relevant to the commercial development of products using the
Company's technology. The success of the Company is dependent
upon, among other things, the services of its senior management,
the loss of whose services could have a material adverse effect
upon the prospects of the Company.
Competitive Technologies
The Company believes that its SPD light-control technology
has certain performance advantages over other "smart glass"
technologies which electrically vary the amount of light passing
through windows and other smart products.
Variable light transmission technologies can be classified into
two basic types: "active" technologies that can be controlled
electrically by the user either automatically or manually, and
"passive" technologies that can only react to ambient
environmental conditions such as changes in lighting or
temperature. One type of passive variable light transmission
technology is photochromic technology; such devices change their
level of transparency in reaction to external ultra-violet radiation.
As compared to photochromic technology, the Company's
technology permits the user to adjust the amount of light passing
through the viewing area of the device rather than merely reacting
to external radiation. In addition, the reaction time necessary to
change from light to dark with SPD-Smart technology can be
almost instantaneous, as compared to the much slower reaction
time for photochromic devices. Also, unlike SPD technology,
photochromic technology does not function well at the high and
low ends of the temperature range in which smart windows and
other devices are normally expected to operate.
The active, user-controllable technologies are sometimes
referred to as "smart" technologies. These active technologies are
far more useful because they can be controlled electrically by a
user with a manual adjustment, or automatically when coupled
with a timer or sensing device such as a photocell, motion detector,
thermostat or other intelligent building system. There are three
main types of active devices which are compared below:
-Electrochromic devices (EC)
-Liquid crystal devices (LC)
-Suspended-particle devices (SPD)
Electrochromic Technology: Electrochromic windows and rear-
view mirrors use a direct current voltage to alter the molecular
structure of electrochromic materials (which can be in the form of
either a liquid, gel or solid film) causing the material to darken.
When compared to electrochromic devices, SPD technology has
numerous potential performance, manufacturing and cost
advantages. SPD devices are expected to have some or all of the
following advantages:
-faster response time
-ability to be able to precisely "tune" intermediate light-
transmission states
-consistent switching speed regardless of size of glazing area
-lower estimated costs
-more reliable performance over a wider temperature range
-capability of achieving darker shaded states
-default state (state requiring no power) is dark, maximizing solar
heat gain benefits
-lower electrical current drain
-higher estimated battery life in applications where batteries are used
-no "iris effect" (where light transmission changes first occur at the
outer edges of a window or mirror and then work their way
toward the center) when changing from clear to dark and back again
-SPD technology is a film-based technology that can be applied to
plastic as well as glass, and which can be applied to curved as
well as flat surfaces.
Many companies with substantially greater resources than
Research Frontiers such as 3M, Asahi Glass, Gentex Corp.,
Pilkington, PPG Industries, Saint-Gobain Glass and other large
corporations have pursued or are pursuing projects in the
electrochromic area. Some of these companies have reportedly
discontinued or substantially curtailed their work on
electrochromics due to technical problems and issues relating to
the expense of these technologies. At least four companies, Saint-
Gobain Glass, Sage Electrochromics, Inc., Gentex Corp. and PPG
Industries are currently actively working to commercialize
electrochromic window products.
Liquid Crystal Technology: To date, the main types of liquid
crystal smart windows have been produced by Taliq Corp. (a
subsidiary of Raychem Corp. which has since discontinued its
liquid crystal operations and licensed its technology to others),
Asahi Glass Co., Nippon Sheet Glass, Saint-Gobain Glass,
Polytronix, Inc., DMDisplays, iGlass Projects Pty Limited, and 3M
(which has also reportedly discontinued its liquid crystal film
making operations). These windows are expensive and only
change from a cloudy, opaque milky-white to a clear state, are
hazy when viewed at an angle and have no useful intermediate
states. As compared to liquid crystal windows, SPD smart
windows are expected to have some or all of the following
advantages:
-be less expensive to produce
-have less haze
-operate over a wider temperature range
-use less power
-absorb and shade light, rather than simply scattering it
-permit an infinite number of intermediate states between a
transparent state and a dark blue state, rather than being just two states.
-offer superior solar heat gain control
In the flat panel display market, further development (such as
the achievement of faster switching speeds sufficient for full-
motion video applications) is required if the Company expects to
compete against various display technologies that are currently
being used commercially. In particular, the Company expects its
SPD technology to compete on the basis of the performance
characteristics with liquid crystal displays ("LCDs") and organic
light-emitting diodes ("OLEDs"). An LCD is generally similar in
construction to an SPD display, but instead of a liquid or film
suspension, it utilizes an organic material called a liquid crystal
which, although comprised of molecules that flow like a liquid,
has some of the characteristics of solid crystals. Like SPD
displays, LCDs are "passive" devices which do not generate light,
but merely reflect or modulate existing light. OLEDs emit light
rather than transmit it, and unlike LCDs but similar to SPD
displays, OLEDs are expected to have wide viewing angles and
low power consumption. However, although OLED displays have
begun to be introduced, several technological and manufacturing
hurdles may remain in the production of OLEDs including limited
life expectancy, sensitivity to degradation from exposure to air and
water, and cost. The market for flat panel displays was estimated
by others to have been approximately $102 billion for 2007.
Because of further development work to be done in this area, the
Company cannot estimate when, or if, its licensees may begin to
penetrate the flat panel display market.
The Company believes that its SPD-Smart technology has
significant advantages over existing display devices and related
technology. In comparison to existing twisted nematic type LCDs,
the Company's SPD displays are expected to have some or all of
the following advantages:
- higher contrast and brightness
- a wider angle of view
- lower estimated production costs
- a less complex fabrication procedure
- the ability to function over a wider temperature range
- the ability to make displays without using sheet polarizers or
alignment layers
- lower light loss and a corresponding reduction in backlighting requirements.
With respect to other types of displays which emit their own
light, such as light-emitting diodes (LEDs) and cathode ray tubes
(CRTs), the Company's SPD technology should have the
advantages of lower power consumption and make possible larger
displays that are easier to read in bright light.
LCDs and other types of displays, liquid crystal windows, as
well as electrochromic self-dimmable rear-view mirrors, are
already on the market, whereas products incorporating SPD
technology (as well as electrochromic windows) have only begun
to appear in the marketplace. Therefore, the long-term durability
and performance of SPD-Smart displays have not yet been fully
ascertained. The companies manufacturing LCD and other display
devices, liquid crystal windows, and electrochromic self-dimmable
rear-view mirrors and windows, have substantially greater
financial resources and manufacturing experience than the
Company. There is no assurance that comparable systems having
the same advantages of the Company's SPD technology could not
be developed by competitors at a lower cost or that other products
could not be developed which would render the Company's
products difficult to market or technologically or otherwise
obsolete.
Research and Development
As a result of the Company's research and development
efforts, the Company believes that its SPD technology is now, or
with additional development will become, usable in a number of
commercial products. Such products may include one or more of
the following fields: "smart" windows, variable light transmission
eyewear such as sunglasses and goggles, self-dimmable
automotive sunroofs, sunvisors and mirrors, and instruments and
other information displays that use digits, letters, graphic images,
or other symbols to supply information, including scientific
instruments, aviation instruments, automobile dashboard displays
and, if certain improvements can be made in various features of
the Company's SPD technology, portable computer displays and
flat panel television displays. The Company believes that most of
its research and development efforts have applicability to products
that may incorporate the Company's technology. Based upon the
current SPD-Smart products being prepared for sale by various of
its licensees, the Company believes that the state of development
of its technology is sufficiently advanced, but that further
improvements will result in accelerated market penetration. The
Company intends to continue its research and development efforts
for the foreseeable future to improve its SPD light-control
technology and thereby assist our licensees in the product
development, sales and marketing of various existing and new
SPD-Smart products.
During the past year, the Company and/or its licensees have
made significant advances relating to materials to enable (1)
improved stability of SPD emulsions, (2) a wider range of light
transmission, and (3) improved film adhesion and cohesion.
The Company has devoted most of the resources it has
heretofore expended to research and development activities with
the goal of producing commercially viable SPD products and has
developed working prototypes of SPD-Smart products for several
different applications, with primary emphasis on smart windows
for various industries.
Research Frontiers' main goals in its research and development
are:
- developing wider ranges of light transmission and quicker switching speeds
- developing different colored particles
- reducing the voltage required to operate SPDs
- obtaining data and developing improved materials regarding
environmental stability and longevity.
Research Frontiers incurred approximately $2,530,000,
$1,171,000, and $1,392,000 during the years ended December 31,
2007, 2006, and 2005, respectively, for research and development.
Research Frontiers plans to engage in substantial continuing
research and development activities to invest in future
improvements in SPD light-control technology and to expand for
its licensees the capabilities of SPD-Smart technology and the
markets for SPD-Smart products.
Patents and Proprietary Information
Research Frontiers continues to make substantial investments
in improving SPD-Smart light-control technology and to
expanding its intellectual property portfolio. The Company has 32
United States patents in force, and five United States patent
applications are pending. The Company's United States patents
expire at various dates from 2008 through 2023. The Company has
approximately 237 issued foreign patents and 227 foreign and
international patent applications pending. The Company's foreign
patents expire at various dates from 2008 through 2022. The
Company believes that its SPD light-control technology is
adequately protected by its patent position and by its proprietary
technological know-how. However, the validity of the Company's
patents has never been contested in any litigation. The Company
also possesses know-how and relies on trade secrets and
nondisclosure agreements to protect its technology. The Company
generally requires any employee, consultant, or licensee having
access to its confidential information to execute an agreement
whereby such person agrees to keep such information confidential.
Research Frontiers' licensees have also directed the Company
not to reveal aspects of their activities or those of their customers,
which limits the Company's ability to disclose certain information.
Rights Plan
In February 2003, the Company's Board of Directors adopted
a Stockholders' Rights Plan and declared a dividend distribution
of one Right for each outstanding share of Company common
stock to stockholders of record at the close of business on March
3, 2003. Subject to certain exceptions listed in the Rights Plan, if
a person or group has acquired beneficial ownership of, or
commences a tender or exchange offer for, 15% or more of the
Company's common stock, unless redeemed by the Company's
Board of Directors, each Right entitles the holder (other than the
acquiring person) to purchase from the Company $120 worth of
common stock for $60. If the Company is merged into, or 50% or
more of its assets or earning power is sold to, the acquiring
company, the Rights will also enable the holder (other than the
acquiring person) to purchase $120 worth of common stock of the
acquiring company for $60. The Rights will expire at the close of
business on February 18, 2013, unless the Rights Plan is extended
by the Company's Board of Directors or unless the Rights are
earlier redeemed by the Company at a price of $.0001 per Right.
The Rights are not exercisable during the time when they are
redeemable by the Company. The above description highlights
some of the features of the Company's Rights Plan and is not a
complete description of the Rights Plan. A more detailed
description and a copy of the Rights Plan is available from the
Company upon request.
ITEM 1A. RISK FACTORS
In addition to the other information in this Annual Report on
Form 10-K, you should carefully consider the following factors in
evaluating us and our business. This Annual Report contains, in
addition to historical information, forward-looking statements that
involve risks and uncertainties. Our actual results could differ
materially. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below,
as well as those discussed elsewhere in this Annual Report,
including the documents incorporated by reference.
There are risks associated with investing in companies such
as ours who are engaged in research and development. In addition
to risks which could apply to any company or business, you should
also consider the business we are in and the following:
Research Frontiers has a history of operating losses, expects
to incur additional losses in the future, and consequently will need
additional funds in the future to continue its operations. To date,
Research Frontiers has lost money, and we expect to lose money
in the foreseeable future. Because we expect that our future
revenues will consist primarily of license fees (which have not
been significant to date), unless our licensees produce and sell
products using our technology, Research Frontiers will not be
profitable. There is no guarantee that we will ever be profitable.
Since Research Frontiers was started in 1965 through December
31, 2007, its total net loss was $69,801,749. Our net loss was
$7,565,218 (which includes a non-cash accounting charge of
$4,026,855 resulting from the expensing of stock options granted
in 2007), $3,303,633, and $3,747,532 in 2007, 2006, and 2005,
respectively.
We have funded our operations by selling our common stock
to investors. If we need additional money, there is no guarantee
that it will be available when we need it, or on favorable terms.
The Company would have to raise additional capital no later than
the first quarter of 2010 if operations, including research and
development and marketing, are to be maintained at current levels
if its revenues do not increase before then. Eventual success of the
Company and generation of positive cash flow will be dependent
upon the extent of commercialization of products using the
Company's technology by the Company's licensees and payments
of continuing royalties on account thereof.
Research Frontiers depends upon the activities of its licensees
in order to be profitable. We do not directly manufacture or market
products using SPD technology. Although a variety of products
have been sold by our licensees, and because it is up to our
licensees to decide when and if they will introduce products using
SPD technology, we cannot predict when and if our licensees will
generate substantial sales of such products. Research Frontiers'
SPD technology is currently licensed to 35 companies. Other
companies are also evaluating SPD technology for use in various
products. In the past, some companies have evaluated our
technology without proceeding further. Also, we do not intend to
manufacture products using SPD technology. Instead we intend to
continue to license our SPD technology to manufacturers of end
products, films and emulsion. We expect that our licensees would
be primarily responsible for manufacturing and marketing SPD-
Smart products and components, but we are also engaging in
market development activities to support our licensees and build
the smart glass industry.
Products using SPD technology have only recently begun to
be introduced into the marketplace. Developing products using
new technologies can be risky because problems, expenses and
delays frequently occur. Research Frontiers cannot control whether
or not its licensees will develop SPD products. Some of our
licensees appear to be more active than others, some appear to be
better capitalized than others, and some licensees appear to be
inactive. There is no guarantee when or if our licensees will
successfully produce any commercial product using SPD
technology in sufficient quantities to make the Company
profitable.
Because SPD technology is the only technology Research
Frontiers works with, our success depends upon the viability of
SPD technology which has yet to be fully proven. We have not
fully ascertained the performance and long-term reliability of our
technology, and therefore there is no guarantee that our technology
will successfully be incorporated into all of the products which we
are targeting for use of SPD technology. We expect that different
product applications for SPD technology will have different
performance and reliability specifications. We expect that our
licensees will primarily be responsible for reliability testing, but
that we may also continue to do reliability testing so that we can
more effectively focus our research and development efforts
towards constantly improving the performance characteristics and
reliability of products using SPD technology.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The Company currently occupies approximately 9,500 square
feet of space at an annual rental which in 2007 was approximately
$177,000 for its executive office and research facility at 240
Crossways Park Drive, Woodbury, New York 11797 under a lease
expiring January 31, 2014. The Company believes that its space,
including its laboratory facilities, is adequate for its present needs.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCK HOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
(1) The Company's common stock is traded on the
NASDAQ Capital Market. As of March 13, 2008, there were
15,440,434 shares of common stock outstanding.
(2) The following table sets forth the range of the high and
low selling prices (as provided by the National Association of Securities
Dealers) of the Company's common stock for each quarterly period within
the past two fiscal years:
Quarter Ended Low High
March 31, 2006 3.59 6.32
June 30, 2006 3.71 6.49
September 30, 2006 4.00 5.25
December 31, 2006 4.05 6.82
March 31, 2007 4.93 12.33
June 30, 2007 9.55 14.29
September 30, 2007 10.00 15.64
December 31, 2007 7.90 17.40
These quotations may reflect inter-dealer prices, without retail
mark-up, mark-down, or commission, and may not necessarily
represent actual transactions.
(b) Approximate Number of Security Holders
As of March 13, 2008, there were 516 holders of record of
the Company's common stock. The Company estimates that there
are approximately 8,700 beneficial holders of the Company's
common stock.
(c) Dividends
The Company did not pay dividends on its common stock in
2007 and does not expect to pay any cash dividends in the
foreseeable future. There are no restrictions on the payment of
dividends.
(a) Issuer Purchases of Equity Securities
None.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected data regarding the
Company's operating results and financial position. The data
should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations
and the consolidated financial statements and notes thereto, all
of which are contained in this Annual Report on Form 10-K.
Year ended December 31,
2007 2006 2005 2004 2003
Statement of Operations Data:
Fee income $ 402,359 $ 162,639 $ 138,742 $ 201,321 $ 258,187
Operating
expenses (1) 5,774,027 2,383,856 2,624,379 2,633,534 2,537,317
Research
and develop-
pment (1) 2,529,576 1,170,503 1,391,657 1,682,624 1,908,753
Charge for reduction
in value of investment
in SPD Inc.(2) -- -- -- 165,501 615,200
8,303,603 3,554,359 4,016,036 4,481,659 5,061,270
Operating loss (7,901,244) (3,391,720) (3,877,294) (4,280,338) (4,803,083)
Net invest-
ment income 336,026 88,087 129,762 17,597 30,775
Net loss $(7,565,218) $(3,303,633) $(3,747,532) $(4,262,741) $(4,772,308)
Basic and diluted
net loss per
common share $ (.50) $ (.24) $ (.27) $ (.33) $ (.38)
Dividends
per share -- -- -- -- --
Weighted
average
number of
commonshares
outstanding 5,278,796 14,028,509 13,692,011 12,792,091 12,436,879
As of December 31,
2007 2006 2005 2004 2003
Balance Sheet Data:
Total current assets $7,469,456 $3,126,381 $3,823,093 $2,716,964 $5,322,083
Total assets 7,659,405 3,251,637 3,957,205 2,860,673 5,690,270
Long-term debt, including
accrued interest -- -- -- -- --
Total shareholders'equity 7,330,808 2,992,621 3,646,254 2,392,303 5,469,427
----------------------------------------
(1) Reflects a non-cash charge of $2,790,656 to operating expenses,
and a non-cash charge of $1,236,199 to research and development
expenses relating to the issuance of stock options in 2007, which
increased the Company's net loss for 2007 by $4,026,855.
(2) Reflects a non-cash charge against income of $615,200 recorded
by the Company in the first quarter of 2003 to reflect a reduction
in the value of its investment in SPD Inc. determined based upon
recent financing activity of SPD Inc. The Company also recorded
a further non-cash charge against income of $209,704 during the
first quarter of 2004. During the fourth quarter of 2004, the
Company received a payment of $44,203 as part of a liquidation
distribution made by SPD Inc. to its shareholders, resulting in a
total net non-cash charge against income of $165,501 in 2004.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies
The following accounting policies are important to
understanding our financial condition and results of operations and
should be read as an integral part of the discussion and analysis of
the results of our operations and financial position. For additional
accounting policies, see note 2 to our consolidated financial
statements, "Summary of Significant Accounting Policies."
The Company has entered into a number of license
agreements covering potential products using the Company's SPD
technology. The Company receives fees and minimum annual
royalties under certain license agreements and records fee income
on a ratable basis each quarter. In instances when sales of licensed
products by its licensees exceed minimum annual royalties, the
Company recognizes fee income as the amounts have been earned.
Certain of the fees are accrued by, or paid to, the Company in
advance of the period in which they are earned resulting in
deferred revenue.
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
All of our research and development costs are charged to
operations as incurred. Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and indirect overhead
expenses.
The Company has historically used the Black-Scholes option-
pricing model to determine the estimated fair value of each option
grant. The Black-Scholes model includes assumptions regarding
dividend yields, expected volatility, expected lives, and risk-free
interest rates. These assumptions reflect our best estimates, but
these items involve uncertainties based on market conditions
generally outside of our control. As a result, if other assumptions
had been used in the current period, stock-based compensation
expense could have been materially impacted. Furthermore, if
management uses different assumptions in future periods, stock-
based compensation expense could be materially impacted in
future years.
On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices. These options or warrants may
vest based upon specific services being performed or performance
criteria being met. In accordance with Emerging Issues Task
Force Issue 96-18, Accounting for Equity Instruments that are
Issued to Other than Employees for Acquiring, or in Conjunction
with Selling, Goods or Services, the Company would be required
to record consulting expenses based upon the fair value of such
options or warrants on the date that such options or warrants vest
as determined using a Black-Scholes option pricing model.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from these
estimates. An example of a critical estimate is the full valuation
allowance for deferred taxes that was recorded based on the
uncertainty that such tax benefits will be realized in future periods.
Results of Operations
Year ended December 31, 2007 Compared to the Year ended December 31, 2006
The Company's fee income from licensing activities for 2007
was $402,359, as compared to $162,639 for 2006. This difference
in fee income was primarily the result of the Company entering
into a new agreement with Hitachi Chemical regarding payments
made by Hitachi Chemical to the Company for guaranteed access
to future improvements in the Company's technology, the timing
and amount of minimum annual royalties paid, and the date of
receipt of such payment on certain license agreements, by end-
product licensees, and an amendment to an existing license
agreement with American Glass Products ("AGP"), which, among
other things, increased the percentage royalty due from AGP from
5% to 15%. Certain license fees, which are paid to the Company
in advance of the accounting period in which they are earned
resulting in the recognition of deferred revenue for the current
accounting period, will be recognized as fee income in future
periods. Also, licensees may offset some or all of their royalty
payments on sales of licensed products for a given period by
applying these advance payments towards such earned royalty
payments. Because the Company's license agreements typically
provide for the payment of royalties by a licensee on product sales
within 45 days after the end of the quarter in which a sale of a
licensed product occurs (with some of the Company's more recent
license agreements providing for payments on a monthly basis),
and because of the time period which typically will elapse between
a customer order and the sale of the licensed product and
installation in a home, office building, automobile, aircraft, boat,
or any other product, there could be a delay between when
economic activity between a licensee and its customer occurs and
when the Company gets paid its royalty resulting from such
activity.
Operating expenses increased by $3,390,171 for 2007 to
$5,774,027 from $2,383,856 for 2006. This increase was
principally the result of non-cash charges of $2,790,656 relating
to primarily fully vested stock options granted by the Company
during the year. Additional factors causing this increase were
higher payroll costs ($151,000), and marketing costs ($158,000),
patent costs ($113,000) and insurance costs ($59,000).
Research and development expenditures increased by
$1,359,073 to $2,529,576 for 2007 from $1,170,503 for 2006.
This increase was principally the result of non-cash charges of
$1,236,199 relating to fully vested stock options granted by the
Company during the year. Additional factors causing this increase
were higher payroll costs ($52,000), insurance ($55,000) and
consulting costs ($25,000).
Investment income for 2007 was $336,026 as compared to
$88,087 for 2006. The difference was primarily due to higher cash
balances available to invest, partially offset by lower interest rates
during 2007.
As a consequence of the factors discussed above, the
Company's net loss was $7,565,218 ($0.50 per share) for 2007 as
compared to $3,303,633 ($0.24 per share) for 2006. The
difference is primarily due to non-cash accounting charges of
$4,026,855 ($0.26 per common share) resulting from the issuance
of stock options during 2007.
Year ended December 31, 2006 Compared to the Year ended December 31, 2005
The Company's fee income from licensing activities for 2006
was $162,639, as compared to $138,742 for 2005. This difference
in fee income was primarily the result of the timing and amount of
minimum annual royalties paid, and the date of receipt of such
payment on certain license agreements, by end-product licensees.
Certain license fees, which are paid to the company in advance of
the accounting period in which they are earned resulting in the
recognition of deferred revenue for the current accounting period,
will be recognized as fee income in future periods. Also, licensees
may offset some or all of their royalty payments on sales of
licensed products for a given period by applying these advance
payments towards such earned royalty payments.
Operating expenses decreased by $240,523 for 2006 to
$2,383,856 from $2,624,379 for 2005. This decrease was
primarily the result of lower insurance (lower by approximately
$71,500 primarily the result of a change in medical insurance
carriers), consulting (decreased by approximately $96,500, patent
(lower by approximately $39,000) and depreciation expenses, and
lower stock listing fees (reduced by approximately $61,000 as a
result of the movement of the Company's listing from the Nasdaq
National Market to the Nasdaq Capital Market).
Research and development expenditures decreased by
$221,154 to $1,170,503 for 2006 from $1,391,657 for 2005. This
decrease was primarily the result of decreased payroll (lower by
approximately $81,000 primarily the result of the net reduction in
technical staff size by one employee), depreciation, materials
(lower by approximately $87,500), consulting (decreased by
approximately $12,000) and insurance expenses (lower by
approximately $67,500 primarily the result of a change in medical
insurance carriers).
Investment income for 2006 was $88,087 as compared to a
net gain from its investing activities of $129,762 for 2005. This
difference was primarily due to lower cash balances available to
invest, partially offset by higher interest rates during 2006.
As a consequence of the factors discussed above, the
Company's net loss was $3,303,633 ($0.24 per share) for 2006 as
compared to $3,747,532 ($0.27 per share) for 2005.
Financial Condition, Liquidity and Capital Resources
During 2007, the Company's cash and cash equivalents
balance increased $4,259,671 principally as a result of $7,876,550
received in proceeds from the sale of stock and the exercise of
options and warrants. This increase was offset by cash used to
fund operations of $3,517,185 as well as purchases of fixed assets
($62,194) and $37,500 invested in SPD Control Systems. At
December 31, 2007, the Company had working capital of
$7,140,859 and shareholders' equity of $7,330,808.
During 2006, the Company's cash and cash equivalent
balance decreased by $644,164 principally as a result of cash used
to fund the Company's operating activities of $3,265,358, partially
offset by $2,650,000 of net proceeds received from the issuance of
common stock.
During 2005, the Company's cash and cash equivalent
balance increased by $1,042,622 principally as a result of
$5,000,000 of net proceeds received from the issuance of common
stock and warrants, offset by cash used to fund the Company's
operating activities of $3,920,835.
The Company occupies premises under an operating lease
agreement which expires on January 31, 2014 and requires
minimum annual rent which rises over the term of the lease to
approximately $176,669, plus tenant's share of applicable taxes.
These lease obligations are summarized over time as of December
31, 2007:
Payments due by period
<1 year 1-3 years 4-5 years >5 years Total
Operating lease obligations $164,000 $507,000 $365,000 $192,000 $1,036,000
The Company expects to use its cash to fund its research and
development of SPD light valves and for other working capital
purposes. The Company's working capital and capital
requirements depend upon numerous factors, including the results
of research and development activities, competitive and
technological developments, the timing and cost of patent filings,
the development of new licensees and changes in the Company's
relationships with its existing licensees. The degree of dependence
of the Company's working capital requirements on each of the
foregoing factors cannot be quantified; increased research and
development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or
negative impact depending upon the nature of such changes. Based
upon existing levels of cash expenditures, existing cash reserves
and budgeted revenues, the Company believes that it would not
require additional funding until the first quarter of 2010. There can
be no assurance that expenditures will not exceed the anticipated
amounts or that additional financing, if required, will be available
when needed or, if available, that its terms will be favorable or
acceptable to the Company. Eventual success of the Company and
generation of positive cash flow will be dependent upon the extent
of commercialization of products using the Company's technology
by the Company's licensees and payments of continuing royalties
on account thereof.
Inflation
The Company does not believe that inflation has a significant
impact on its business.
Related Party Transactions
None.
Forward Looking Statements
The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" above, includes
"forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and is
subject to the safe harbor created by that section. Readers are
cautioned not to place undue reliance on these forward-looking
statements as they speak only as of the date hereof and are not
guaranteed.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At times, the Company invests available cash and cash
equivalents in money market funds or in short-term U.S. treasury
securities with maturities that are generally two years or less.
Although the rate of interest paid on such investments in money
market funds may fluctuate over time, each of the Company's
investments in U.S. treasury securities is made at a fixed interest
rate over the duration of the investment. Accordingly, the
Company does not believe it is materially exposed to changes in
interest rates as it generally holds these treasury securities until
maturity.
The Company has an agreement with a licensee that calls for
monthly payments in Japanese yen. As a result, amounts realized
under this agreement may fluctuate due to changes in exchange
rates. Other than this, the Company does not have any sales,
purchases, assets or liabilities determined in currencies other than
the U.S. dollar, and as such, is not subject to foreign currency
exchange risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements listed in Item 15(a)(1) and
(2) are included in this Report beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on
Form 10-K, the Company carried out an evaluation, under the
supervision and with the participation of the Company's
management, including the CEO and CFO, of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15. Based upon
that evaluation, the Company's CEO and CFO concluded that the
Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the
Company (including its consolidated subsidiary) required to be
included in the Company's periodic SEC filings. There were no
changes in the Company's internal control over financial reporting
during the quarterly period ended December 31, 2007 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Our internal
control system is designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and
fair presentation of published financial statements. Under the
supervision and with the participation of our management,
including our chief executive officer and chief financial officer,
we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in
Internal Control-Integrated Framework, issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or the
COSO Framework. Based on our evaluation under the COSO
Framework, our management concluded that our internal control
over financial reporting was effective at a reasonable assurance
level as of December 31, 2007.
The effectiveness of our internal control over financial
reporting as of December 31, 2007 has been independently
audited by BDO Seidman, LLP, an independent registered public
accounting firm, and their attestation is included herein.
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Research Frontiers Incorporated
Woodbury, New York
We have audited Research Frontiers Incorporated's internal
control over financial reporting as of December 31, 2007, based
on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Research Frontiers
Incorporated's management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Item 9A, "Management's
Report on Internal Control Over Financial Reporting." Our
responsibility is to express an opinion on the company's internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Research Frontiers Incorporated maintained,
in all material respects, effective internal control over financial
reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Research Frontiers
Incorporated as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended
December 31, 2007 and our report dated March 11, 2008 expressed
an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Melville, New York
March 11, 2008
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company has adopted a code of ethics applicable to its
Chief Executive Officer, Chief Operating Officer, Treasurer and
Chief Financial Officer, any Vice President and other employees
of the Company with important roles in the financial reporting
process. This Code of Ethics was adopted by the entire Board of
Directors of the Company, including all of its Audit Committee
members, in March 2004 in accordance with the requirements of
the Sarbanes Oxley Act. The code of ethics is available on the
Company's website at www.SmartGlass.com and was also filed
as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 2003. The Company intends to
satisfy the disclosure requirement under Item 10 of Form 8-K
regarding any amendment to, or waiver from, a provision of this
code of ethics by posting such information on the website
specified above.
The other information required by this Item 10 is
incorporated by reference to the Company's definitive Proxy
Statement to be filed with the Commission on or before April 30,
2008, in connection with the Company's Annual Meeting of
Stockholders scheduled to be held on June 12, 2008.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated by
reference to the Company's definitive Proxy Statement to be filed
with the Commission on or before April 30, 2008, in connection
with the Company's Annual Meeting of Stockholders scheduled
to be held on June 12, 2008. Notwithstanding anything to the
contrary set forth herein or in any of the Company's past or future
filings with the Securities and Exchange Commission that might
incorporate by reference the Company's definitive Proxy
Statement, in whole or in part, the report of the compensation
committee and the stock price performance graph contained in
such definitive Proxy Statement shall not be incorporated by
reference into this Annual Report on Form 10-K or in any other
such filings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated by
reference to the Company's definitive Proxy Statement to be filed
with the Commission on or before April 30, 2008, in connection
with the Company's Annual Meeting of Stockholders scheduled
to be held on June 12, 2008.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The information required by this Item 13 is incorporated by
reference to the Company's definitive Proxy Statement to be filed
with the Commission on or before April 30, 2008, in connection
with the Company's Annual Meeting of Stockholders scheduled
to be held on June 12, 2008.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 is incorporated by
reference to the Company's definitive Proxy Statement to be filed
with the Commission on or before April 30, 2008, in connection
with the Company's Annual Meeting of Stockholders scheduled
to be held on June 12, 2008.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) Financial Statements and Financial Statement Schedules
The following consolidated financial statements of
Research Frontiers Incorporated are filed under Item 8 of this
Report. Page
Report of Independent Registered Public Accounting Firm F-1
Consolidated Financial Statements:
Consolidated Balance Sheets,
December 31, 2007 and 2006 F-2
Consolidated Statements of Operations,
Years ended December 31, 2007, 2006 and 2005 F-3
Consolidated Statements of Shareholders' Equity,
Years ended December 31, 2007, 2006 and 2005 F-4
Consolidated Statements of Cash Flows,
Years ended December 31, 2007, 2006 and 2005 F-5
Notes to Consolidated Financial Statements F-6
Schedule II - Valuation and Qualifying Accounts F-17
All other schedules have been omitted because they are not
applicable, or not required, or the required information is
disclosed elsewhere in this Annual Report.
(a)(3) Exhibits
3.1 Restated Certificate of Incorporation of the Company.
Previously filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994, and incorporated herein by
reference.
3.2 Amended and Restated Bylaws of the Company. Filed
herewith and incorporated herein by reference.
4.1 Form of Common Stock Certificate. Previously filed as
an Exhibit to the Company's Registration Statement on
Form S-18 (Reg. No. 33-5573NY), declared effective by
the Commission on July 8, 1986, and incorporated herein
by reference.
4.2.1 Rights Agreement dated as of February 16, 1993
between Research Frontiers Incorporated and
Continental Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit A thereto the Form of
Rights Certificate. Previously filed as an Exhibit to the
Company's Registration Statement on Form 8-A dated
February 16, 1993, and incorporated herein by reference.
4.2.2 Rights Agreement dated as of February 18, 2003
between Research Frontiers Incorporated and
Continental Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit A thereto the Form of
Rights Certificate. Previously filed as an Exhibit to the
Company's Registration Statement on Form 8-A dated
February 24, 2003, and incorporated herein by reference.
4.3 Subscription Agreement between Research Frontiers and
Ailouros Ltd. dated as of October 1, 1998, and related
Class A Warrant and Class B Warrant between Research
Frontiers and Ailouros Ltd. dated as of October 1, 1998.
Previously filed as an Exhibit to the Company's
Registration Statement on Form S-3 (No. 333-65219)
dated October 1, 1998, and incorporated herein by
reference.
10.1* Amended and Restated Employment Contract effective
January 1, 1989 between the Company and Robert L.
Saxe. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 and incorporated herein by
reference.
10.2* Amended and Restated 1992 Stock Option Plan.
Previously filed as Exhibit 4 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-86910)
filed with the Commission on November 30, 1994, and
incorporated herein by reference.
10.3* 1998 Stock Option Plan, as amended. Previously filed as
an Exhibit to the Company's Definitive Proxy Statement
dated April 30, 1998 filed with the Commission on April
29, 1998, 1994, and incorporated herein by reference.
10.4* Form of Stock Option Agreement between the Company
and recipients of stock options issued pursuant to the
Company's Stock Option Plans. Previously filed as part
of Exhibits 4.1, 4.2, and 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-53030)
filed with the Commission on October 6, 1992, and
incorporated herein by reference.
10.5 Lease Agreement dated November 7, 1986, between the
Company and Industrial & Research Associates Co.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1986 and incorporated herein by reference.
10.5.1 First Amendment to Lease dated November 26, 1991
between the Company and Industrial and Research
Associates Co. Previously filed as an Exhibit to
Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-43768) declared
effective by the Commission on December 17, 1991, and
incorporated herein by reference.
10.5.2 Second Amendment to Lease dated March 11, 1994
between the Company and Industrial and Research
Associates Co. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 and incorporated herein
by reference.
10.5.3 Third Amendment to Lease dated July 14, 1998 between
the Company and Industrial and Research Associates Co.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1998 and incorporated herein by reference.
10.5.4 Fourth Amendment to Lease dated January 13, 2004
between the Company and Industrial and Research
Associates Co. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 and incorporated herein
by reference.
10.6 License Agreement effective as of August 2, 1995
between the Company and General Electric Company.
Previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated August 2, 1995 with portions
omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.7 License Agreement effective as of April 29, 1996
between the Company and Glaverbel, S.A. Previously
filed as an Exhibit to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.8 License Agreement effective as of January 18, 1997
between the Company and Material Sciences
Corporation. Previously filed as an Exhibit to the
Company's Current Report on Form 8-K dated March 3,
1997 with portions omitted pursuant to the Registrant's
request for confidential treatment and filed separately
with the Securities and Exchange Commission, and
incorporated herein by reference.
10.9 License Agreement effective as of March 31, 1997
between the Company and Hankuk Glass Industries, Inc.
Previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997 with portions omitted
pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by
reference.
10.10 License Agreement effective as of August 8, 1997
between the Company and Orcolite, a Unit of Monsanto
Company. Previously filed as an Exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997 with portions omitted
pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by
reference.
10.11 License Agreement effective as of June 25, 1999
between the Company and Dainippon Ink and
Chemicals, Incorporated. Previously filed as an Exhibit
to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1999 with portions
omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.12 License Agreement effective as of August 9, 1999
between the Company and Hitachi Chemical Co., Ltd.
Previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999 with portions omitted
pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by
reference.
10.13 License Agreement effective as of December 3, 1999
between the Company and Global Mirror GmbH & Co.
KG. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.14 License Agreement effective as of December 13, 1999
between the Company and Global Mirror GmbH & Co.
KG. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.15 License Agreement effective as of March 21, 2000
between the Company and ThermoView Industries, Inc.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1999 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.16 License Agreement effective as of May 23, 2000
between the Company and Polaroid Corporation.
Previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000 with portions omitted pursuant to
the Registrant's request for confidential treatment and
filed separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.17 License Agreement effective as of February
16, 2001 between the Company and AP Technoglass
Co. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 with portions omitted pursuant to
the Registrant's request for confidential treatment and
filed separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.18 License Agreement effective as of March 21, 2001
between the Company and InspecTech Aero Service, Inc.
Previously filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 with
portions omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by reference.
10.19 License Agreement effective as of March 28, 2001
between the Company and Film Technologies
International, Inc. Previously filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 with portions omitted
pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by
reference.
10.20 License Agreement effective as of November 29, 2001
between the Company and Avery Dennison Corporation.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2001 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.21 License Agreement effective as of February 4, 2002
between the Company and BOS GmbH & Co. KG.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2001 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.22 License Agreement effective as of March 11, 2002
between the Company and Isoclima S.p.A. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.23 License Agreement effective as of July 2, 2002 between
the Company and Isoclima S.p.A. Previously filed as an
Exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 with
portions omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.24 License Agreement effective as of August 19, 2002
between the Company and Razor's Edge Technologies,
Inc. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.25 License Agreement effective as of October 7, 2002
between the Company and American Glass Products
(Glass Technology Investment Ltd.). Previously filed as
an Exhibit to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 2002 with
portions omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.26 License Agreement effective as of October 7, 2002
between the Company and SPD Systems, Inc. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.27 License Agreement effective as of October 24, 2002
between the Company and Cricursa Cristales Curvados
S.A. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.28 License Agreement effective as of December 9, 2002
between the Company and BRG Group, Ltd. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.29 License Agreement effective as of December 13, 2002
between the Company and Laminated Technologies Inc.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2002 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.30 License Agreement effective as of April 17, 2003
between the Company and Custom Glass Corporation.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K/A for the fiscal year ended
December 31, 2003 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.31 License Agreement effective as of May 2, 2003 between
the Company and Air Products and Chemicals, Inc.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K/A for the fiscal year ended
December 31, 2003 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.32 License Agreement effective as of May 30, 2003
between the Company and Kerros Limited. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 31,
2003 with portions omitted pursuant to the Registrant's
request for confidential treatment and filed separately
with the Securities and Exchange Commission, and
incorporated herein by reference.
10.33 License Agreement effective as of June 6, 2003 between
the Company and Traco, Inc. Previously filed as an
Exhibit to the Company's Annual Report on Form 10-
K/A for the fiscal year ended December 31, 2003 with
portions omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.34 License Agreement effective as of June 16, 2003
between the Company and Saint-Gobain Glass France
S.A. Previously filed as an Exhibit to the Company's
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2003 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.35 License Agreement effective as of August 1, 2003
between the Company and Vision (Environmental
Innovation) Limited. Previously filed as an Exhibit to the
Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2003 with portions
omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.36 License Agreement effective as of November 13, 2003
between the Company and Innovative Glass Corporation.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K/A for the fiscal year ended
December 31, 2003 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.37 License Agreement effective as of December 11, 2003
between the Company and Leminur Limited. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 31,
2003 with portions omitted pursuant to the Registrant's
request for confidential treatment and filed separately
with the Securities and Exchange Commission, and
incorporated herein by reference.
10.38 License Agreement effective as of March 25, 2004
between the Company and Pilkington plc. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.39 License Agreement effective as of April 5, 2004 between
the Company and SmartGlass Ireland Ltd. Previously
filed as an Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004
with portions omitted pursuant to the Registrant's request
for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.40 License Agreement effective as of April 8, 2004 between
the Company and Prelco Inc. Previously filed as an
Exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 with
portions omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.41 License Agreement effective as of April 13, 2004
between the Company and E. I. Dupont De Nemours and
Company. Previously filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 with portions omitted
pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and
Exchange Commission, and incorporated herein by
reference.
10.42 License Agreement effective as of September 3, 2004
between the Company and Nippon Sheet Glass Co., Ltd.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2004 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.43 License Agreement effective as of October 25, 2005
between the Company and SPD Control Systems
Corporation. Previously filed as an Exhibit to the
Company's Current Report on Form 8-K dated October
31, 2005 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.44 License Agreement effective as of March 30, 2006
between the Company and Dainippon Ink and
Chemicals. Previously filed as an Exhibit to the
Company's Current Report on Form 8-K dated April 4,
2006 with portions omitted pursuant to the Registrant's
request for confidential treatment and filed separately
with the Securities and Exchange Commission, and
incorporated herein by reference.
10.45 License Agreement effective as of May 11, 2006
between the Company and Asahi Glass Company.
Previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated May 15, 2006 with portions
omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.46 License Agreement effective as of May 19, 2007
between the Company and SmartGlass International Ltd.
Previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated March 19, 2007 with portions
omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated
herein by reference.
10.47 License Agreement effective as of October 16, 2007
between Research Frontiers Incorporated and Glass
Wholesalers, Ltd. d/b/a Craftsman Fabricated Glass, Ltd.
Previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated October 18, 2007, and
incorporated herein by reference.
10.48 License Agreement effective as of December 14, 2007
between Research Frontiers Incorporated and AGC Flat
Glass Europe SA. Previously filed as an Exhibit to the
Company's Current Report on Form 8-K dated
December 17, 2007 with portions omitted pursuant to the
Registrant's request for confidential treatment and filed
separately with the Securities and Exchange
Commission, and incorporated herein by reference.
10.49 License Agreement effective as of February 21, 2008
between Research Frontiers Incorporated and GKN
Aerospace Transparency Systems Inc. Previously filed
as an Exhibit to the Company's Current Report on Form
8-K dated March 5, 2008 with portions omitted pursuant
to the Registrant's request for confidential treatment and
filed separately with the Securities and Exchange
Commission, and incorporated herein by reference.
14 Code of Ethics of Research Frontiers Incorporated.
Previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2003, and incorporated herein by reference.
21 Subsidiaries of the Registrant - SPD Enterprises, Inc.
23 Consent of BDO Seidman, LLP - Filed herewith.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary-Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe-Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary-Filed herewith.
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* Executive Compensation Plan or Arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, Chairman
(Principal Executive Officer)
/s/ Joseph M. Harary
Joseph M. Harary, President and Treasurer
(Principal Financial, and Accounting Officer)
Dated: March 13, 2008
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:
Signature Position Date
/s/Robert M. Budin Director March 13, 2008
Robert M. Budin
/s/M. Philip Guthrie Director March 13, 2008
M. Philip Guthrie
/s/Joseph M. Harary Director, President, March 13, 2008
Joseph M. Harary Treasurer
/s/Richard Hermon-Taylor Director March 13, 2008
Richard Hermon-Taylor
/s/Victor F. Keen Director March 13, 2008
Victor F. Keen
/s/Robert L. Saxe Director, Chairman March 13, 2008
Robert L. Saxe
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Research Frontiers Incorporated
Woodbury, New York
We have audited the accompanying consolidated balance sheets
of Research Frontiers Incorporated as of December 31, 2007 and
2006 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2007. These financial statements
and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial
statements and financial statement schedule are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Research Frontiers Incorporated at December 31, 2007 and
2006, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2007, in
conformity with accounting principles generally accepted in the
United States of America.
As discussed in Note 2 to the consolidated financial statements,
effective January 1, 2006 the Company adopted Statement of
Accounting Standards No. 123(R), Share-Based Payment.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Research Frontiers Incorporated's internal control over financial
reporting as of December 31, 2007, based on criteria established
in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and our report dated March 11, 2008
expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Melville, New York
March 11, 2008
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
December 31, 2007 and 2006
Assets 2007 2006
Current assets:
Cash and cash equivalents $ 7,260,192 $ 3,000,521
Royalty receivables, net of reserves
of $163,674 in 2007 and $103,674 in 2006 101,028 65,000
Prepaid expenses and other current assets 108,236 60,860
Total current assets 7,469,456 3,126,381
Fixed assets, net 127,419 102,651
Note receivable from SPD Control Systems 37,500 --
Deposits and other assets 25,030 22,605
Total assets $ 7,659,405 $ 3,251,637
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 144,441 $ 120,345
Deferred revenue -- 5,000
Accrued expenses and other 184,156 133,671
Total current liabilities 328,597 259,016
Commitments (note 9)
Shareholders' equity:
Common stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 15,440,434 and 14,507,507
shares for 2007 and 2006 1,544 1,451
Additional paid-in capital 77,131,013 65,227,701
Accumulated deficit (69,801,749) (62,236,531)
Total shareholders' equity 7,330,808 2,992,621
Total liabilities and shareholders' equity $ 7,659,405 $ 3,251,637
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
Years ended December 31, 2007, 2006 and 2005
2007 2006 2005
Fee income $ 402,359 $ 162,639 $ 138,742
Operating expenses 5,774,027 2,383,856 2,624,379
Research and development 2,529,576 1,170,503 1,391,657
8,303,603 3,554,359 4,016,036
Operating loss (7,901,244) (3,391,720) (3,877,294)
Net investment income 336,026 88,087 129,762
Net loss $ (7,565,218) $ (3,303,633) $ (3,747,532)
Basic and diluted net loss
per common share $ (0.50) $ (0.24) $ (0.27)
Weighted average number of
common shares outstanding 15,278,796 14,028,509 13,692,011
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Shareholders' Equity
Years ended December 31, 2007, 2006 and 2005
Additional Accumulated
Common Stock Paid Accumulated Comprehensive
Shares Amount in Capital Deficit Income(Loss) Total
Balance,Dec.31,2004 12,812,559 $1,281 57,576,388 (55,185,366) -- 2,392,303
Issuance of
common stock 1,000,000 100 4,999,900 -- -- 5,000,000
Net loss -- -- -- (3,747,532) --(3,747,532)
Issuance of options
for services performed -- -- 1,483 -- -- 1,483
Balance,Dec.31,2005 13,812,559 1,381 62,577,771 (58,932,898) -- 3,646,254
Issuance of
common stock 694,948 70 2,649,930 -- -- 2,650,000
Net loss -- -- -- (3,303,633) --(3,303,633)
Balance,Dec.31,2006 14,507,507 1,451 65,227,701 (62,236,531) -- 2,992,621
Issuance of
common stock 932,927 93 7,876,457 -- -- 7,876,550
Issuance of options
for services performed -- -- 4,026,855 -- -- 4,026,855
Net loss -- -- -- (7,565,218) --(7,565,218)
Balance,Dec.31,2007 15,440,434 $1,544$77,131,013$(69,801,749) --$7,330,808
See accompanying notes to consolidated financial statements.
RSEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
Years ended December 31, 2007, 2006 and 2005
2007 2006 2005
Cash flows from operating activities:
Net Loss $(7,565,218)$(3,303,633)$(3,747,532)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 37,426 37,662 46,140
Stock based compensation 4,026,855 -- 1,483
Provision for uncollectible
royalty receivables 90,000 25,000 (3,848)
Change in assets and liabilities:
Royalty receivables (131,028) (50,000) 18,392
Prepaid expenses and other current assets (49,801) 77,548 (78,051)
Deferred revenue -- -- (5,000)
Accounts payable and accrued expenses 74,581 (51,935) (152,419)
Net cash used in operating activities (3,517,185) (3,265,358) (3,920,835)
Cash flows from investing activities:
Purchases of fixed assets (62,194) (28,806) (36,543)
Note receivable from SPD Control Systems (37,500) -- --
Net cash used in investing activities (99,694) (28,806) (36,543)
Cash flows from financing activities:
Proceeds from issuances of common stock and
exercise of options and warrants 7,876,550 2,650,000 5,000,000
Net cash provided by financing activities 7,876,550 2,650,000 5,000,000
Net increase (decrease) in cash
and cash equivalents 4,259,671 (644,164) 1,042,622
Cash and cash equivalents at beginning of year 3,000,521 3,644,685 2,602,063
Cash and cash equivalents at end of year $7,260,192 $3,000,521 $3,644,685
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
December 31, 2007, 2006 and 2005
(1)Business
Research Frontiers Incorporated ("Research Frontiers" or the
"Company") operates in a single business segment which is engaged
in the development and marketing of technology and devices to
control the flow of light. Such devices, often referred to as "light
valves" or suspended particle devices (SPDs), use colloidal particles
that are either incorporated within a liquid suspension or a film,
which is usually enclosed between two sheets of glass or plastic
having transparent, electrically conductive coatings on the facing
surfaces thereof. At least one of the two sheets is transparent. SPD
technology, made possible by a flexible light-control film invented
by Research Frontiers, allows the user to instantly and precisely
control the shading of glass/plastic manually or automatically. SPD
technology has numerous product applications, including: SPD-
Smart windows, sunshades, skylights and interior partitions for
homes and buildings; automotive windows, sunroofs, sun-visors,
sunshades, rear-view mirrors, instrument panels and navigation
systems; aircraft windows; eyewear products; and flat panel displays
for electronic products. SPD-Smart light control film is now being
developed for, or used in, architectural, automotive, marine,
aerospace and appliance applications.
The Company has historically utilized its cash and the proceeds from
its investments to fund its research and development of SPD light
valves and for other working capital purposes. The Company's
working capital and capital requirements depend upon numerous
factors, including the results of research and development activities,
competitive and technological developments, the timing and cost of
patent filings, and the development of new licensees and changes in
the Company's relationships with its existing licensees. The degree
of dependence of the Company's working capital requirements on
each of the foregoing factors cannot be quantified; increased research
and development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes. There can be no assurance
that expenditures will not exceed the anticipated amounts or that
additional financing, if required, will be available when needed or,
if available, that its terms will be favorable or acceptable to the
Company. Eventual success of the Company and generation of
positive cash flow will be dependent upon the commercialization of
products using the Company's technology by the Company's
licensees and payments of continuing royalties on account thereof.
To date, the Company has not generated sufficient revenue from its
licensees to fund its operations.
(2) Summary of Significant Accounting Policies
(a) Cash and Cash Equivalents
The Company considers securities purchased with
original maturities of three months or less to be cash
equivalents. Cash equivalents consist of short-term
investments in money market accounts at December
31, 2007 and 2006.
(b) Royalties Receivable
Royalties receivable are recorded at the amounts specified within the
license agreements when the collectability of the receivable is
reasonably assured. The receivables do not bear interest. The
allowance for doubtful accounts is the Company's best estimate of
the amount of probable credit losses in the Company's existing
royalties receivable. The Company determines the allowance based
on historical write off experience. The Company reviews its
allowance for doubtful accounts periodically. Past due accounts are
reviewed individually for collectability. Account balances are
charged off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote.
(c) Fixed Assets
Fixed assets are carried at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful
lives of the assets.
(d) Fee Income
Fee income represents amounts earned by the Company under
various license and other agreements (note 8) relating to technology
developed by the Company. During fiscal 2007, six licensees of the
Company accounted for 61%, 7%, 7%, 5%, 5%, and 5%,
respectively, of fee income recognized during the year. During
fiscal 2006, four licensees of the Company accounted for 34%, 31%,
12% and 12%, respectively of fee income recognized during the
year. During fiscal 2005, four licensees of the Company accounted
for 36%, 14%, 13% and 11%, respectively of fee income recognized
during the year.
(e) Basic and Diluted Loss Per Common Share
Basic earnings (loss) per share excludes any dilution. It is based
upon the weighted average number of common shares outstanding
during the period. Dilutive earnings (loss) per share reflects the
potential dilution that would occur if securities or other contracts to
issue common stock were exercised or converted into common
stock. The Company's dilutive earnings (loss) per share equals basic
earnings (loss) per share for each of the years in the three-year
period ended December 31, 2007 because all common stock
equivalents (i.e., options and warrants) were antidilutive in those
periods. The number of options and warrants that were not included
because their effect is antidilutive was 2,992,630, 2,785,093, and
3,075,593, for 2007, 2006, and 2005, respectively.
(f) Research and Development Costs
Research and development costs are charged to expense as incurred.
(g) Patent Costs
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability of
these items.
(h) Use of Estimates
The preparation of the Company's consolidated financial statements
requires management of the Company to make a number of
estimates and assumptions relating to the reported amount of assets
and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during this period. Significant
items subject to such estimates and assumptions include the
valuation of deferred income tax assets. Actual results could differ
from those estimates.
(i) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
In July 2006, FASB issued FAS Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes an interpretation of FAS No. 109"
("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in the financial statements in accordance with FAS
No. 109, "Accounting for Income Taxes." FIN 48 prescribes a
recognition threshold and measurement attribute for a tax position
taken or expected to be taken in a tax return. FIN 48 also provides
guidance on future changes, classification, interest and penalties,
accounting in interim periods, disclosures and transition.We adopted
FIN 48 as of January 1, 2007. Under FIN 48, tax benefits are
recognized only for tax positions that are more likely than not to be
sustained upon examination by tax authorities. The amount
recognized is measured as the largest amount of benefit that is
greater than 50 percent likely to be realized upon ultimate
settlement. Unrecognized tax benefits are tax benefits claimed in tax
returns that do not meet these recognition and measurement
standards. The adoption had no effect on the Company's financial
statements. As permitted by FIN 48, we also adopted an accounting
policy to prospectively classify accrued interest and penalties related
to any unrecognized tax benefits in our income tax provision.
Previously, our policy was to classify interest and penalties as an
operating expense in arriving at pre-tax income. At December 31,
2007, we do not have accrued interest and penalties related to any
unrecognized tax benefits. We do not believe we have any uncertain
tax positions as of December 31, 2007.
(j) Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between
willing parties. The carrying amounts of all financial instruments
classified as a current asset or current liability are deemed to
approximate fair value because of the short maturity of those
instruments.
(k) Stock-Based Compensation
Prior to January 1, 2006, the Company accounted for stock-based
employee compensation under the intrinsic value method as outlined
in the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations while disclosing
pro-forma net income and net income per share as if the fair value
method had been applied in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-
Based Compensation." Under the intrinsic value method, no
compensation expense was recognized if the exercise price of the
Company's employee stock options equaled or exceeded the market
price of the underlying stock on the date of grant. Since the
Company had issued all stock option grants with exercise prices
equal to, or greater than, the market value of the common stock on
the date of grant, through December 31, 2005 no compensation cost
was recognized in the consolidated statements of the operations.
Effective January 1, 2006, the Company adopted SFAS No. 123(R),
"Share-based Payment." SFAS No. 123(R) replaces SFAS No. 123
and supersedes APB Opinion No. 25, SFAS 123(R) requires that all
stock-based compensation be recognized as an expense in the
financial statements and that such costs be measured at the fair value
of the award. This statement was adopted using the modified
prospective method, which requires the Company to recognize
compensation expense on a prospective basis. Therefore, prior
period financial statements have not been restated. Under this
method, in addition to reflecting compensation expense for new
share-based payment awards, expense is also recognized to reflect
the remaining vesting period of awards that had been included in
pro-forma disclosures in prior periods. All options outstanding as of
December 31, 2005 were fully vested, and no new options were
granted during 2006, there was no compensation expense recognized
for those options in the consolidated statement of operations for 2006.
During 2007, the Company granted fully vested options to purchase
624,537 shares of common stock as well as options to purchase
30,000 shares of common stock that vest over the next two years.
These grants resulted in an aggregate non cash compensation charge
of $4,026,855 during 2007. SFAS 123(R) also requires that tax
benefits related to stock option exercises be reflected as financing
cash inflows instead of operating cash inflows. The adoption of
SFAS No. 123(R) had no impact on previously granted options,
since all options granted prior to January 1, 2006 were fully vested.
The exercise price for stock options granted are generally set at the
average for the high and low trading prices of the Company's
common stock on the trading date immediately prior to the date of
grant, and the related number of shares granted are fixed at the date
of grant. Prior to January 1, 2006, under the principles of APB
Opinion No. 25, the Company did not recognize compensation
expense associated with the grant of stock options. SFAS No. 123
requires the use of option valuation models to determine the fair
value of options granted after 1995. Pro forma information
regarding net loss and net loss per share shown below was
determined as if the Company had accounted for its employee stock
options and shares sold under its stock purchase plan under the fair
value method set forth in SFAS No. 123.
In order to determine the fair value of stock options on the date of
grant, the Company uses the Black-Scholes option-pricing model.
Inherent in this model are assumptions related to expected stock-
price volatility, option term, risk-free interest rate and dividend
yield. While the risk-free interest rate and dividend yield are less
subjective assumptions that are based on factual data derived from
public sources, the expected stock-price volatility and option term
assumptions require a greater level of judgment.
The per share weighted average fair value of stock options granted
during 2005 was approximately $2.22, on the date of grant using the
Black-Scholes option-pricing model with the following weighted
average assumptions (no options were granted in 2006):
Expected Risk-Free Expected Stock Expected Life
Grant Date Dividend Yield Interest Rate Volatility in Years
December 2005 0% 4.251% 68.910% 5.00
July 2005 0% 3.788% 70.800% 5.00
The following table illustrates the effect on net loss and earnings
per share as if the fair value method had been applied:
2005
Net loss, as reported $(3,747,532)
Add: Stock-based employee compensation
expense included in reported net loss 1,483
Deduct: Total stock-based employee
compensation determined under fair-
value based method for all awards (955,584)
Pro forma $ (4,701,633)
Basic and diluted net loss
per common share As reported $ (0.27)
Pro forma $ (0.34)
(l) Revenue Recognition
The Company has entered into a number of license agreements
covering its light control technology. The Company receives
minimum annual royalties under certain license agreements and
records fee income on a ratable basis each quarter. In instances when
sales of licensed products by its licensees exceed minimum annual
royalties, the Company recognizes fee income as the amounts have
been earned. Certain of the fees are accrued by, or paid to, the
Company in advance of the period in which they are earned resulting
in deferred revenue. Such excess amounts are recorded as deferred
revenue and recognized into income in future periods as earned.
(m) Impairment of Long-Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," the Company reviews long-lived
assets to determine whether an event or change in circumstances
indicates the carrying value of the asset may not be recoverable. The
Company bases its evaluation on such impairment indicators as the
nature of the assets, the future economic benefit of the assets and
any historical or future profitability measurements, as well as other
external market conditions or factors that may be present. If such
impairment indicators are present or other factors exist that indicate
that the carrying amount of the asset may not be recoverable, the
Company determines whether an impairment has occurred through
the use of an undiscounted cash flows analysis at the lowest level for
which identifiable cash flows exist. If impairment has occurred, the
Company recognizes a loss for the difference between the carrying
amount and the fair value of the asset. Fair value is the amount at
which the asset could be bought or sold in a current transaction
between a willing buyer and seller other than in a forced or
liquidation sale and can be measured as the asset's quoted market
price in an active market or, where an active market for the asset
does not exist, the Company's best estimate of fair value based on
discounted cash flow analysis. Assets to be disposed of by sale are
measured at the lower of carrying amount or fair value less
estimated costs to sell. The implementation of SFAS No. 144 had no
impact on the Company's financial position or results of operations.
(n) Recent Accounting Pronouncements
In September 2006, the FASB issued FAS No. 157, "Fair Value
Measurements" ("FAS 157"). FAS 157 establishes a framework for
measuring fair value in generally accepted accounting principles and
expands disclosures about fair value measurements. FAS 157 applies
under other previously issued accounting pronouncements that
require or permit fair value measurements but does not require any
new fair value measurements. FAS 157 is effective for financial
statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years, with the
exception of all non-financial assets and liabilities, except those
items recognized or disclosed at fair value on an annual or more
frequently recurring basis, which will be effective for years
beginning after November 15, 2008. We are currently evaluating the
impact of FAS 157 on our consolidated financial statements.
In February 2007, FASB issued FAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities" ("FAS 159"),
including an amendment to FASB No. 115. FAS 159 provides
entities with the irrevocable option to measure eligible financial
assets, financial liabilities and firm commitments at fair value, on an
instrument-by-instrument basis, that are otherwise not permitted to
be accounted for at fair value under other accounting standards. The
election, called the fair value option, will enable entities to achieve
an offset accounting effect for changes in fair value of certain related
assets and liabilities without having to apply complex hedge
accounting provisions. FAS 159 is effective as of the beginning of
a company's first fiscal year that begins after November 15, 2007.
We are currently evaluating the impact of FAS 159 on our
consolidated financial statements.
(3) Note Receivable from SPD Control Systems
On May 9, 2007, the Company began participating in the funding of
the ongoing development of automotive controllers by SPD Control
Systems Corp., a licensee of the Company. This development work
is to produce the electronic controllers to operate SPD-Smart
automotive windows and glass roof systems for one or more of the
top five automotive makers in the world. The Company's funding
of this project is reflected in the form of a senior secured convertible
promissory note (the "Note") of SPD Control Systems Corp. held by
Research Frontiers' wholly-owned subsidiary, SPD Enterprises Inc.
The Note bears interest at 10% per annum, is secured by all of the
assets (including intellectual property) of SPD Control Systems, and
is convertible at the option of SPD Enterprises into common stock
of SPD Control Systems at an initial conversion price of $0.50 per
share. This conversion price is adjustable downward to result in the
issuance of SPD Enterprises of additional shares of SPD Control
Systems common stock under certain conditions. The Note provides
for funding of up to $150,000 by SPD Enterprises based upon the
achievement of certain development milestones by SPD Control
Systems. As of December 31, 2007, the principal amount
outstanding under this Note was $37,500. In January 2008, an
additional $37,500 milestone payment was made to SPD Control
Systems Corp. under this Note.
(4) Fixed Assets
Fixed assets and their estimated useful lives, are as follows:
2007 2006 Estimated useful life
Equipment and furniture $1,255,164 $1,206,492 5 years
Leasehold improvements 349,349 335,827 Life of lease or estimated
life of asset if shorter
1,604,513 1,542,319
Less accumulated depreciation
and amortization 1,477,094 1,439,668
$ 127,419 $ 102,651
(5) Accrued Expenses and Other
Accrued expenses consist of the following at December 31, 2007 and 2006:
2007 2006
Payroll, bonuses and related benefits $104,292 $ 64,505
Professional services 42,759 21,522
Deferred rent 28,509 24,946
Other 8,596 22,698
$184,156 $ 133,671
(6) Income Taxes
There was no income tax expense in 2007, 2006 and 2005 due to
losses incurred by the Company.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 2007 and 2006
are presented below.
2007 2006
Deferred tax assets:
Depreciation $ 70,000 $78,000
Capital loss carryforward 312,000 312,000
Allowance for bad debts 68,000 42,000
Net operating loss carryforwards 20,356,000 19,233,000
Stock option expense 1,399,000 --
Research and other credits 972,000 939,000
Other temporary differences 15,000 15,000
Total gross deferred tax assets 23,192,000 20,619,000
Less valuation allowance 23,192,000 20,619,000
$ -- $ --
In assessing the realizability of deferred tax assets, the Company
considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon future taxable
income during the period in which those temporary differences
become deductible. The Company considers the scheduled reversal
of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based upon its
historical operating losses, the Company believes that it is more
likely than not that deferred tax assets will not be realized.
Accordingly, the Company has recorded a full valuation allowance
against the deferred tax assets, as they will not be realized unless the
Company achieves profitable operations in the future.
At December 31, 2007, the Company had a net operating loss
carryforward for federal income tax purposes of $51,000,000,
varying amounts of which will expire in each year from 2008
through 2027. Research and other credit carryforwards of $972,000
are available to the Company to reduce income taxes payable in
future years principally through 2027. Net operating loss
carryforwards of $1,800,000 and research and other credit
carryforwards of $69,000 are scheduled to expire during fiscal 2008,
if not utilized.
(7) Shareholders' Equity
In February 2005, the Company raised $5 million in net proceeds in
connection with the registered sale to institutional investors of one
million shares of its common stock and the issuance of five-year
warrants to purchase 200,000 shares of common stock at an exercise
price of $7.50 per share.
During 2006, the Company received $2,650,000 of net cash
proceeds from the issuance of two accredited investors of 694,948
shares of common stock.
During 2007, the Company received $6,640,000 (net of expenses)
in proceeds from the sale of 682,102 shares of its common stock. In
addition, during 2007, the Company received $1,236,525 in
proceeds from the exercise of 164,900 options and warrants. In
addition, 85,925 shares were issued through the cashless exercise of
certain options and warrants under which the number of shares
issuable upon exercise of such options and warrants was reduced by
126,175 shares in payment of the exercise price of options and
warrants to purchase 212,100 shares, plus the receipt of $25 in cash
for fractional shares.
(b) Options and Warrants
(i) Options
In 1992, the shareholders approved a stock option plan (1992 Stock
Option Plan) which provides for the granting of both incentive stock
options at the fair market value at the date of grant and nonqualified
stock options at or below the fair market value at the date of grant to
employees or non-employees who, in the determination of the Board
of Directors, have made or may make significant contributions to the
Company in the future. The Company initially reserved 468,750
shares of its common stock for issuance under this plan. In 1994 and
1996, the Company's shareholders approved an additional 300,000
shares and 450,000 shares, respectively, for issuance under this plan.
As of December 31, 2001, no options were available for issuance
under this Plan and this Plan expired during 2002.
In 1998, the shareholders approved a stock option plan (1998 Stock
Option Plan) which provides for the granting of both incentive stock
options at the fair market value at the date of grant and nonqualified
stock options at or below the fair market value at the date of grant to
employees or non-employees who, in the determination of the Board
of Directors, have made or may make significant contributions to the
Company in the future. The Company may also award stock
appreciation rights or restricted stock under this plan. The Company
initially reserved 540,000 shares of its common stock for issuance
under this plan. In 1999, the Company's shareholders approved an
additional 545,000 shares for issuance under this Plan, and in each
of 2000 and 2002, the Company's shareholders approved an
additional 600,000 shares for issuance under this Plan. As of
December 31, 2007, no options were available for issuance under
this Plan and this Plan expired in December 2007.
At the discretion of the Board of Directors, options expire in ten
years or less from the date of grant and are generally fully
exercisable upon grant but in some cases may be subject to vesting
in the future. Full payment of the exercise price may be made in
cash or in shares of common stock valued at the fair market value
thereof on the date of exercise, or by agreeing with the Company to
cancel a portion of the exercised options.
The Company granted options three times during 2007. The
weighted average information about these grants is:
Fair value on grant date $ 6.44
Expected dividend yield --
Expected volatility 63.99%
Risk free interest rate 4.16%
Expected term of the option 4.77 years
Activity in stock options is summarized below:
Weighted
Average
Number Weighted Remaining
Of Shares Average Contractual Aggregate
Subject Exercise Term Intrinsic
to Option Price (Years) Value
Balance at December 31, 2004 2,409,200 $ 12.16
Granted 430,193 $ 7.42
Cancelled (148,400) $ 11.27
Balance at December 31, 2005 2,690,993 $ 11.45
Granted -- --
Cancelled (254,900) $ 8.80
Balance at December 31, 2006 2,436,093 $ 11.73
Granted 654,537 $ 11.85
Cancelled (70,000) $ 6.00
Exercised (248,250) $ 7.50
Balance at December 31, 2007 2,772,380 $ 12.28 4.6 $3,000,226
Exercisable at December 31, 2007 2,744,880 $ 12.29 4.6 $3,000,226
Options covering 27,500 shares were not vested at December 31,
2007. The total unrecognized compensation cost related to non
vested options as of December 31, 2007 was $189,612. This cost
is expected to be recognized over a weighted average period of
1.5 years. The total intrinsic value of options exercised during
the year ended December 31, 2007 was $1,155,568. No options were
exercised during the years ended December 31, 2006 and 2005.
During 2007 and 2005, the Company issued options to consultants to
purchase 31,500 and 500 shares of common stock at a weighted
average exercise price of $14.79 and $5.60 per share, respectively.
The Company recorded $70,143 (included with expense of options
granted to employees and directors) and $1,483 of non-cash expense
in connection with the issuance of these options. There were no
options issued in 2006.
(ii) Warrants
Activity in warrants is summarized below, including the effect
of the warrants discussed in note 7(c)):
Number of Shares Exercise
Underlying Warrants Granted
Price
Balance at December 31, 2004 219,200 5.88-13.50
Exercised -- --
Terminated (34,600) 7.31-13.50
Issued 200,000 7.50
Balance at December 31, 2005 384,600 5.88-9.63
Exercised -- --
Terminated (35,600) 7.73
Issued -- --
Balance at December 31, 2006 349,000 $ 6.00-8.98
Exercised (128,750) $ 6.00-8.25
Terminated -- --
Issued -- --
Balance at December 31, 2007 220,250 $ 7.50-9.00
Warrants generally expire from five to ten years from the date of
issuance. At December 31, 2007, the number of warrants
exercisable was 215,250 at a weighted average exercise price of
$7.88 per share.
(c) Class A and Class B Warrants
In connection with a financing in 1998, the Company issued
Ailouros Ltd. a Class A Warrant (which was exercised in full as of
February 2004), as well as a Class B Warrant which expires on
September 30, 2008. The Class B Warrant is exercisable into 65,500
shares at an exercise price of $8.25 per share which represents 120%
of average of the closing bid and ask price of the Company's
common stock on the date of the Class B Warrant's issuance. During
2007, 12,750 of the Class B Warrants were exercised. Ailouros paid
the Company $10,000 upon issuance of the Class A Warrant and the
Class B Warrant.
(8) License and Other Agreements
The Company has entered into a number of license agreements
covering various products using the Company's SPD technology.
Licensees of Research Frontiers who incorporate SPD technology
into end products will pay Research Frontiers an earned royalty of
5-15% of net sales of licensed products under license agreements
currently in effect, and may also be required to pay Research
Frontiers fees and minimum annual royalties. To the extent that
products have been sold resulting in earned royalties under these
license agreements in excess of these minimum advance royalty
payments, the Company has recorded additional royalty income.
Licensees who sell products or components to other licensees of
Research Frontiers do not pay a royalty on such sale and Research
Frontiers will collect such royalty from the licensee incorporating
such products or components into their own end-products. Research
Frontiers' license agreements typically allow the licensee to
terminate the license after some period of time, and give Research
Frontiers only limited rights to terminate before the license expires.
Most licenses are non-exclusive and generally last as long as our
patents remain in effect. To date, revenues from license agreements
have not been sufficient to fund the Company's costs of operation.
(9) Commitments
The Company has an employment agreement with one of its officers
which provides for an annual base salary of $402,132 through
December 31, 2008.
The Company has a defined contribution profit sharing (401K) plan
covering employees who have completed one year of service.
Contributions are made at the discretion of the Company. The
Company did not make any contributions to this plan for 2007, 2006
or 2005.
The Company occupies premises under an operating lease agreement
which expires on January 31, 2014. At December 31, 2007, the
approximate minimum annual future rental commitment under this
lease for the next five years are as follows:
2008: $164,000
2009: $167,000
2010: $169,000
2011: $171,000
2012: $173,000
Thereafter: $192,000
Rent expense, including other occupancy related expenses,
amounted to approximately $177,000, $169,000, and $175,000 for
2007, 2006, and 2005, respectively.
(10) Rights Plan
In February 2003, the Company's Board of Directors adopted a
Stockholders' Rights Plan and declared a dividend distribution of
one Right for each outstanding share of Company common stock to
stockholders of record at the close of business on March 3, 2003.
Subject to certain exceptions listed in the Rights Plan, if a person or
group has acquired beneficial ownership of, or commences a tender
or exchange offer for, 15% or more of the Company's common
stock, unless redeemed by the Company's Board of Directors, each
Right entitles the holder (other than the acquiring person) to
purchase from the Company $120 worth of common stock for $60.
If the Company is merged into, or 50% or more of its assets or
earning power is sold to, the acquiring company, the Rights will also
enable the holder (other than the acquiring person) to purchase $120
worth of common stock of the acquiring company for $60. The
Rights will expire at the close of business on February 18, 2013,
unless the Rights Plan is extended by the Company's Board of
Directors or unless the Rights are earlier redeemed by the Company
at a price of $.0001 per Right. The Rights are not exercisable during
the time when they are redeemable by the Company.
(11) Selected Quarterly Financial Data (Unaudited)
Quarter
2007 First Second Third Fourth
Fee income $ 9,792 $ 57,209 $ 150,809 $ 164,549
Operating loss (1,985,982) (829,061) (2,565,839) (2,520,362)
Net loss (1,929,148) (734,971) (2,470,281) (2,430,818)
Basic and diluted net loss
per common share (1) (.13) (.05) (.16) (.16)
2006 First Second Third Fourth
Fee income $ 26,250 $ 63,889 $ 36,250 $ 36,250
Operating loss (941,312) (856,973) (780,592) (812,843)
Net loss (918,106) (831,699) (764,912) (788,916)
Basic and diluted net loss
per common share (1) (.07) (.06) (.05) (.06)
------------------------------------------
(1) Since per share information is computed independently for each
quarter and the full year, based on the respective average number of
common shares outstanding, the sum of the quarterly per share
amounts does not necessarily equal the per share amounts for the
year.
SCHEDULE II
RESEARCH FRONTIERS INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2007, 2006, and 2005
Balance at Charged to Balance
beginning costs and at end
Description of period expenses Deductions* of period
Allowance for uncollectible
royalty receivables:
December 31, 2007 $ 103,674 $ 90,000 $30,000 $ 163,674
December 31, 2006 $ 78,764 $ 25,000 $ 0 $ 103,674
December 31, 2005 $ 82,522 $ 40,795 $44,643 $ 78,674
*Previously reserved receivables written off to the reserve.