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, 2004
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
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 Par value
(Title of Class)
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 an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes X __ No
As of March 15, 2005 there were 13,812,559 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 $93,302,966 computed in accordance with the
rules of the SEC by reference to the closing price of the Company's
common stock as of June 30, 2004 which was $7.11. 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." Page 1 of 60
PART I
ITEM 1. BUSINESS
General
Research Frontiers Incorporated ("Research Frontiers" or the
"Company") was incorporated in New York in 1965 and
reincorporated in Delaware in 1989. Research Frontiers' business is to
develop and license our suspended particle technology for controlling
the amount of light passing through a device. Such suspended particle
devices are often referred to as "SPDs," "light valves," or "SPD-
Smart " products.
SPDs use microscopic light-absorbing particles that are either in
a liquid suspension or a film. The microscopic particles align when an
electrical voltage is applied. This permits light to pass through the
device, and allows the amount of light to be controlled. The first light
valve of this type was invented by Dr. Edwin Land, founder of
Polaroid Corporation, in the 1930s. Since 1965, Research Frontiers has
been actively working to develop and license its own 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 approximately 446 patents
and pending patent applications throughout the world protecting its
technology.
As a result of our efforts over the years, Research Frontiers
Incorporated has become the world's leader in suspended-particle-
device development and research, and licenses its light-control
technology to other companies. Currently, our 34 licensees are
categorized into three main areas: materials for making films
(emulsions); film; and end-products. Our emulsion makers produce the
basic chemicals-the SPD particles and the various special polymers
that work in conjunction with such particles, and from which SPD
films are made. The film makers use a thin layer of emulsion, which
is coated between two sheets of plastic film coated with a transparent
conductive coating, which emulsion is then partly solidified to form an
SPD film that allows users to control the amount of light passing
through such film. The end-product licensees then incorporate such
SPD light-control film into a variety of SPD-Smart products.
The past several years have been important for Research Frontiers
as we moved from being a company with a technology under
development to a company with products using our technology being
sold by our licensees. The technology has also received some
prestigious awards, including the Best of What's New Award for home
technology products for 2002 from Popular Science. It was also named
one of the top new technologies for 2002 by the Society of Automotive
Engineers.
SPD-Smart windows have been installed in business and
commercial aircraft, as well as in architectural, automotive and
appliance glass projects. SPD technology is an "enabling" technology
cutting across many industries which has wide commercial
applications in many types of products 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,
televisions, telephones, PDAs and other electronic instruments.
Various licensees of Research Frontiers have developed SPD-
Smart windows and other products. Several of our licensees have
already sold aircraft, architectural, marine and automotive windows,
skylights and doors, as well as glass doors for appliances using SPD
technology. Also, 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 need additional product design, engineering or
testing before commercial products are introduced. Some of our
licensees consider the exact stage of development, product introduction
strategies and timetables, and other plans to be proprietary or secret,
and as such cannot be disclosed by the Company until such licensees
make their own public announcements or product launches. During
2002, 2003, 2004 and to date in 2005, marketing campaigns and
product launches by our licensees have been announced under the
indicated trademarks for their SPD-Smart products:
Licensee Trademark
Cricursa Cristales Curvados, SA Cri-Regulite
Innovative Glass Corporation E-Glass
InspecTech Aero Service, Inc. SPD-Equipped,
I-Shade, SPD-Shade
Isoclima S.p.A. Chromalite
Kerros Limited IntelliTint
SPD Technologies, Inc. InfiniTint,
New-View, Smart-Shade
SPD Systems Inc. Health Smart, VectorLux,
InstaTint, PowerTint
ThermoView Industries Alter-Lite
In addition, Research Frontiers introduced various marketing programs
under the following trademarks: SPD-Smart , VaryFast The View
of the Future - Everywhere you Look , Powered by SPD , and Visit
SmartGlass.com - to change your view of the World .
Our licensee InspecTech Aero Service Inc. reported that it has
received FAA certification for, and has already installed SPD-Smart
windows on various aircraft. InspecTech reports having installed or
currently engineered SPD-Smart windows for the following aircraft:
- - Airbus A319, A320, A380
- - Boeing 737,747, 757, 7E7 (787), BBJ
- - Bombardier Challenger 601, 604
- - Bombardier Global Ex
- - Bombardier Learjet 24, 25, 31, 35, 36, 45, 55,60
- - Cessna Citation I, II, III
- - Cessna Conquest I, II
- - Cessna Citations 525,525A, 550, Excel, 5 and CX
- - Dassault Falcon 10, 50
- - EADS Eurocopter EC 155
- - Gulfstream (all models)
- - Piaggio P180 Avanti, and Pilatus PC-12
- - Raytheon Beechjet
- - Raytheon Hawker 700, 800
- - Raytheon King Air 90, 100, 200, 350
- - Sikorsky S-92 Helicopter
- - Textron-Lycoming Bell 430 Helicopter
Starting in 2003, the number of aircraft incorporating window
shades using SPD-Smart technology increased, and the number of
additional aircraft for which SPD-Smart electronic window shades
have been designed and engineered also increased during 2003. In
addition, the two largest jet manufacturers in the world have
announced plans which may include electronic smart window shades
in their next-generation aircraft. Project architects and developers have
begun to specify more SPD-Smart glass in their projects. Also, starting
in late 2003, certain automakers have begun to incorporate SPD-Smart
glass in production and concept vehicles, with some of these concept
vehicles being exhibited at major auto shows. There appears to be a
growing trend towards using more glass in architectural and
automotive applications, including the introduction of panoramic roof
systems and larger sunroofs for transportation vehicles. SPD-Smart
technology can provide effective shading, glare control and heat
management solutions for these larger glass areas. SPD-Smart
windows have also begun to be used in yachts as well. The Company
has also seen the adoption rate in terms of number of licensees, as well
as the size of the organizations becoming licensees, increase. Also,
products using SPD-Smart technology have begun to appear much
more frequently 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, they each should have a beneficial effect on future
fee income for the Company. In April 2004, SPD Inc., which was at
that time, the sole manufacturer of SPD-Smart light control film and
a subsidiary of Hankuk Glass Industries, a licensee of the Company,
announced that it was ceasing its business activities. Therefore, sales
of SPD-Smart products by licensees of the Company during most of
2004 were curtailed as these licensees filled customer orders out of
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 improved performance characteristics.
Based upon the reports by our licensees of their activities, the
Company expects that next-generation SPD-Smart film will be
available from multiple sources of supply in Asia, Europe and North
America in 2005, with initial SPD film production on dedicated
factory lines being available to end-product licensees early in 2005
The following table summarizes Research Frontiers' existing
license agreements and lists the year these agreements were entered
into:
Licensee Products Covered Territory
Air Products and SPD emulsions and films for other licensees (2003) Worldwide
Chemicals, Inc.
American Glass Products Architectural and automotive windows (2002) Worldwide
(except Korea)
Asahi Glass Company Sunroof glass for other licensees (2001) Worldwide
(a sublicensee of its
subsidiary
AGC Automotive Americas
(f/k/a AP Technoglass Co.))
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)
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 for other licensees (1999) Worldwide
Chemicals Incorporated
E.I. DuPont de Nemours Architectural and automotive windows;SPD Worldwide
emulsions and films for other licensees (2004)
Film Technologies Int'l SPD film for other licensees and Worldwide
prospective licensees (2001)
General Electric Company SPD film for other licensees and Worldwide
prospective licensees (1995)
Glaverbel, S.A. Automotive vehicle rear-view mirrors, Worldwide
transportation vehicle sunvisors, and (except Korea
architectural and automotive windows(1996) for windows)
Global Mirror GmbH Rear-view mirrors and sunvisors (1999) Worldwide
Hankuk Glass Industries Broad range of SPD light control products Worldwide
including windows, flat panel displays,
automotive vehicle rear-view mirrors and
sunvisors (installed as original equipment
on Korean-made cars), and sunroofs; SPD film
for licensees and prospective licensees (1997)
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 windows US,Canada,
(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 Ireland Ltd Architectural windows (2004) Ireland
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)
Vision (Environmental Architectural windows (2003) United Kingdom
Innovation) Limited
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 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. The license granted to Hankuk Glass
Industries was exclusive within Korea for certain applications through
December 2004. Hankuk Glass Industries remains a licensee of
Research Frontiers even though their subsidiary, SPD Inc., has ceased
business operations and production of SPD film. Global Mirror's
license restricts new licenses from being granted in the truck mirror
original equipment market for a period of time if certain sales
milestones are met with respect to commercial vehicles in Classes 5
through 8 with gross vehicle weights in excess of 16,000 pounds. To
date, the Company has not generated sufficient revenue from its
licensees to 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 light valve
technology by entering into additional license and other agreements
with end-product manufacturers such as manufacturers of flat glass,
flat panel displays, 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 SPD light valve technology and
the provision of additional technological and marketing assistance to
its licensees to develop commercially viable products using SPD
technology 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 15, 2005 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 a doctorate in
chemistry, one has a masters in chemistry, two have extensive
industrial experience in electronics and electrical engineering, and one
has majored in physics. Three employees also have additional
postgraduate degrees in business administration. 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 on, 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.
The Company believes that its SPD light valve technology has
certain performance advantages over other technologies for so-called
"smart windows," windows which electrically vary the amount of light
passing through them, and automatically self-dimmable automotive
rear-view mirrors.
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 SPDs can be almost instantaneous,
as compared to the much slower reaction time for photochromic
devices. Unlike SPD technology, photochromic technology does not
function well at the high and low ends of the temperature range in
which smart windows 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 or thermostat.
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: When compared to electrochromic
windows and rear-view mirrors, which 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, SPDs have numerous potential performance, manufacturing
and cost advantages. In comparing the Company's SPD light valves to
electrochromic technologies, SPDs are expected to have some or all of
the following advantages:
- - faster response time;
- - consistent switching speed regardless of size of viewing area;
lower estimated costs;
- - more reliable performance over a wider temperature range;
- - capability of achieving darker off-states;
- - lower 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 and other large corporations have pursued or
are pursuing projects in the electrochromic area. Some of these
companies have reported discontinuing or substantially curtailing their
work on electrochromics due to technical problems and issues relating
to the expense of these technologies. At least two companies, Saint-
Gobain and Sage Electrochromics, Inc. 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), Nippon Sheet Glass,
Saint-Gobain Glass, Polytronix, Inc. and 3M (which has also
reportedly discontinued its liquid crystal film making operations).
These windows are very expensive and only change from a cloudy
opaque milky-white to a hazy clear state, with no useful intermediate
states. As compared to liquid crystal windows, SPD smart windows should:
- - 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 "on"
or "off" like LC windows.
In the flat panel display market, the Company also 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 promise to have wide viewing angles and low
power consumption. However, several technological and
manufacturing hurdles 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 $40 billion for 2003. The
Company believes that some of its licensees may begin to challenge
OLEDs and liquid crystal displays with SPDs for part of the flat panel
display market during the next several years.
The Company believes that its SPD light valves and related
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 believed to have:
- - 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 light valves 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, so long-term durability and performance of SPD light
valves 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 light
valves 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.
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 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.
Research and Development
As a result of the Company's research and development efforts, the
Company believes that its SPD light valves will be 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 light valves, 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 sold 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 valve technology and thereby
assist our licensees in the product development, sales and marketing of
various existing and new SPD-Smart products.
The Company has devoted most of the resources it has heretofore
expended to research and development activities with the goal of
producing commercially viable light valves and already has developed
working prototypes of its SPD light valves for several different
applications including smart windows, mirrors and flat panel displays.
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; and
- - obtaining data and developing improved materials regarding
- - environmental stability and longevity.
Research Frontiers incurred about $1,682,000, $1,909,000, and
$1,859,000 during the years ended December 31, 2004, 2003, and 2002,
respectively, for research and development. Research Frontiers plans to
engage in substantial continuing research and development activities.
Patents and Proprietary Information
The Company has 30 United States patents in force, and six United
States patent applications are pending. The Company's United States
patents expire at various dates from 2006 through 2023. The Company
has approximately 213 issued foreign patents and 197 foreign and
international patent applications pending. The Company's foreign
patents expire at various dates from 2005 through 2021. The Company
believes that its SPD light valve 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. To a lesser extent, the Company 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.
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 2. PROPERTIES
The Company recently expanded its facilities, extended its lease,
and currently occupies approximately 9,500 square feet of space at an
annual rental which in 2004 was approximately $168,000 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
National Market. As of March 15, 2005, there were 13,812,559 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, 2003 4.28 9.51
June 30, 2003 5.82 14.09
September 30, 2003 11.09 17.20
December 31, 2003 8.33 12.66
March 31, 2004 8.28 13.98
June 30, 2004 6.94 11.55
September 30, 2004 5.13 7.60
December 31, 2004 5.65 7.96
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 15, 2005, there were 627 holders of record of the
Company's common stock. The Company estimates that there are
approximately 8,500 beneficial holders of the Company's common
stock.
(c) Dividends
The Company did not pay dividends on its common stock in
2004 and does not expect to pay any cash dividends in the foreseeable
future. There are no restrictions on the payment of dividends.
(d) 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,
2004 2003 2002 2001 2000
Statement of Operations Data:
Fee income $201,321 $258,187 $217,519 $ 142,002 $ 333,652
Operating expenses (1) 2,633,534 2,537,317 2,631,139 3,155,305 3,375,638
Research & development(1)1,682,624 1,908,753 1,859,030 2,223,425 2,270,584
Charge for reduction in
value of investment
in SPD Inc.(2) 165,501 615,200 -- -- --
Non-recurring non-cash
compensation expense (3) -- -- -- -- 3,133,748
4,481,659 5,061,270 4,490,169 5,378,730 8,779,970
Operating loss (4,280,338)(4,803,083)(4,272,650)(5,236,728)(8,446,318)
Net investment income (4) 17,597 30,775 321,534 696,058 878,518
Net loss (4,262,741)(4,772,308)(3,951,116)(4,540,670)(7,567,800)
Basic and diluted net loss
per common share (.33) (.38) (.33) (.38) (.63)
Dividends per share -- -- -- -- --
As of December 31,
2004 2003 2002 2001 2000
Balance Sheet Data:
Total current assets $2,716,964 $5,322,083 $5,293,629 $8,272,677 $15,358,819
Total assets 2,860,673 5,690,270 6,267,051 9,324,902 15,729,127
Long-term debt, including
accrued interest -- -- -- -- --
Total shareholders'equity2,392,303 5,469,427 5,974,466 9,049,920 14,737,917
(1) During 2002, the Company reclassified costs associated with patents
and patent applications from research and development expenses to
operating expenses. The amount of patent costs reclassified from
research and development expense to operating expense for the years
ended December 31, 2001 and 2000 was approximately $411,000 and
$348,000, respectively.
(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.
(3) During 1999, the Company granted 237,800 contingent performance
options to employees, which vested only if a certain performance
milestone in the price of the Company's common stock was achieved
during 2000. The charges recorded as a result of the issuance of these
performance options were calculated based upon changes in the
Company's stock price as of the end of each quarter until the vesting
date, and are non-cash compensation charges.
(4) Net investment income for 2002 includes $64,608 of interest income
received from officers of the Company upon payment of notes
receivable.
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. Depending upon the difference between
the exercise price and the market price of the Company's common
stock on the date that such options or warrants vest, the amount of non-
cash expenses that could be recorded as a result of the vesting of such
options or warrants can be material.
The Company applied the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc. Because no public market existed for the common
stock of SPD Inc., the Company reviewed the operating performance,
financing and forecasts for such entity in assessing the net realizable
value of this investment. During 2003, the Company recorded total
non-cash accounting charges of $615,200 against income to reflect a
reduction in the value of its investment in SPD Inc. These non-cash
charges were determined as follows: During the first quarter of 2003,
the Company recorded a non-cash charge against income of $255,200
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
$360,000 as of the end of 2003 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon its review of the
financial position and results of operations of SPD Inc. as of and for
the year ended December 31, 2003. On April 28, 2004, SPD Inc.
informed the Company that it was planning to sell its equipment and
other assets and cease its business activities. As a result, the Company
wrote off its entire remaining investment in SPD Inc. of $209,704 in
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.
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, 2004 Compared to the Year ended December 31, 2003
The Company's fee income from licensing activities for 2004
was $201,321, as compared to $258,187 for 2003. 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 increased by $96,217 for 2004 to $2,633,534
from $2,537,317 for 2003. This increase was primarily the result of
higher accounting fees (representing a $201,050 increase), insurance,
partially offset by lower payroll, marketing, legal, patent, depreciation,
consulting and directors expenses.
Research and development expenditures decreased by $226,129
to $1,682,624 for 2004 from $1,908,753 for 2003. This decrease was
primarily the result of decreased payroll and depreciation expenses,
partially offset by higher insurance expenses, and rent.
Investment income for 2004 was $17,597 as compared to a net
gain from its investing activities of $30,775 for 2003. Investment
income for 2004 was $30,097 prior to a write-down of $12,500 in the
Company's investment in common stock of ThermoView Industries.
During 2004, the Company recorded total non-cash accounting
charges of $165,501 against income to reflect a reduction in the value
of its investment in SPD Inc. Of this, the Company recorded a 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. During 2003, the Company recorded
total non-cash accounting charges of $615,200 against income to
reflect a reduction in the value of its investment in SPD Inc. These
non-cash charges were determined as follows: During the first quarter
of 2003, the Company recorded a non-cash charge against income of
$255,200 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
$360,000 as of the end of 2003 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon its review of the
financial position and results of operations of SPD Inc. as of and for
the year ended December 31, 2003.
As a consequence of the factors discussed above, the Company's
net loss was $4,262,741 ($0.33 per share) for 2004 as compared to
$4,772,308 ($0.38 per share) for 2003.
Year ended December 31, 2003 Compared to the Year ended December 31, 2002
The Company's fee income from licensing activities for 2003
was $258,187, as compared to $217,519 for 2002. This increase was
primarily a result of new license agreements entered into in 2003 and
scheduled increases in minimum annual royalties paid by some 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. Such revenue 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 $93,822 for 2003 to $2,537,317
from $2,631,139 for 2002. This decrease was primarily the result
of decreased expenses in connection with market research, public
relations, consulting, travel and patent expenses, partially offset by
increases in salaries, legal fees, reserves against the collection of future
receivables, non-cash directors expenses resulting from the cashless
exercise of stock options of $40,987, and insurance costs.
Research and development expenditures increased by $49,723 to
$1,908,753 for 2003 from $1,859,030 for 2002. This increase was
primarily the result of increased payroll expenses primarily from
performance bonuses paid to non-management employees and higher
insurance costs.
Investment income for 2003 was $30,775 as compared to a net
gain from its investing activities of $256,926 for 2002. This
difference was primarily due to a lower level of average investment
balances in 2003 compared to 2002, and lower interest rates. In
addition, during 2002 the Company recorded $64,608 of interest
income on notes receivable from its officers which were repaid in the
fourth quarter, while no such interest income was recorded for 2003 as
no loans to officers were outstanding.
During 2003, the Company recorded total non-cash accounting
charges of $615,200 against income to reflect a reduction in the value
of its investment in SPD Inc. These non-cash charges were determined
as follows: During the first quarter of 2003, the Company recorded a
non-cash charge against income of $255,200 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 $360,000 as of the end of 2003 to
reflect a reduction in the value of its investment in SPD Inc.
determined based upon its review of the financial position and results
of operations of SPD Inc. as of and for the year ended December 31,
2003.
As a consequence of the factors discussed above, the Company's
net loss was $4,772,308 ($0.38 per share) for 2003 as compared to
$3,951,116 ($0.33 per share) for 2002.
Financial Condition, Liquidity and Capital Resources
During 2004, the Company's cash and cash equivalent balance
decreased by $2,470,227 principally as a result of cash used to fund
the Company's operating activities of $3,609,070, offset by $1,162,602
of proceeds received, net of expenses, from the issuance of common
stock upon the exercise of options and warrants. At December 31,
2004, the Company had working capital of $2,248,594 and its
shareholders' equity was $2,392,303.
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 $138,269.
On October 1, 1998, the Company announced that Ailouros Ltd., a
London-based institutional money management fund, committed to
purchase up to $15 million worth of common stock of the Company
through December 31, 2001. This commitment was in the form of a
Class A Warrant issued to Ailouros Ltd. which gave the Company the
option in any three-month period to deliver a put notice to Ailouros
requiring them to purchase an amount of common stock specified by
the Company at a price equal to the greater of (A) 92% of the seven-
day average trading price per share of common stock, or (B) a
minimum or "floor" price per share set by the Company from time to
time. The pricing was initially subject to an overall cap of $15 per
share, which cap was eliminated by mutual agreement so that the
Company could put stock to Ailouros at selling prices in excess of $15
per share. However, the Company was not required to sell any shares
under the agreement. Before the beginning of each of a series of three-
month periods specified by the Company, the Company determined the
amount of common stock that the Company wished to issue during
such three-month period. The Company also set the minimum selling
or "floor" price, which could be reset by the Company in its sole
discretion prior to the beginning of any subsequent three-month period.
Therefore, at the beginning of each three-month period, the Company
would determine how much common stock, if any, would be sold (the
amount of which could range from $0 to $1.5 million during such
three-month period), and the minimum selling price per share. In
March 2000, Ailouros agreed to expand its commitment beyond the
original $15 million, thereby giving the Company the right to raise
additional funds from Ailouros so long as the Company did not have
to issue more shares than were originally registered with the Securities
and Exchange Commission, and in December 2001 the expiration date
of the Class A Warrant was extended to December 31, 2003. In
December 2003, this expiration date for the Class A Warrant was
further extended to December 31, 2005. As of March 31, 2004, the
Company issued the remaining 99,417 shares registered and available
for issuance under the Class A Warrant, resulting in net proceeds of
approximately $1 million in the quarter ended March 31, 2004. Thus,
Ailouros has no further obligation to provide funding to the Company.
As noted below, no additional funding is projected to be required by
the Company in order to maintain its current levels of expenditures for
research and development, market development and other operations
until the first quarter of 2007.
During the second quarter of 2001, the Company, through its wholly-
owned subsidiary, SPD Enterprises, Inc., invested approximately
$750,000 for a minority equity interest in SPD Inc., a subsidiary of
Hankuk Glass Industries Inc., Korea's largest glass manufacturer,
which was dedicated exclusively to the production of suspended
particle device (SPD) light-control film and a wide variety of end-
products using SPD film. In April 2003, the Company's wholly-
owned subsidiary, SPD Enterprises, Inc., invested $74,902 in SPD
Inc., raising its equity ownership from 6.67% to 6.91%. SPD Inc.'s
parent company invested at the same time and at the same price,
$748,931 , raising its equity ownership in SPD Inc. from 66.67% to
69.09%. During 2003, the Company recorded total non-cash
accounting charges of $615,200 against income to reflect a reduction
in the value of its investment in SPD Inc. These non-cash charges were
determined as follows: During the first quarter of 2003, the Company
recorded a non-cash charge against income of $255,200 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 $360,000 as of the end of
2003 to reflect a reduction in the value of its investment in SPD Inc.
determined based upon its review of the financial position and results
of operations of SPD Inc. as of and for the year ended December 31,
2003. On April 28, 2004, SPD Inc. informed the Company that it was
planning to sell its equipment and other assets and cease its business
activities. As a result, the Company wrote off its entire remaining
investment in SPD Inc. of $209,704 in 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.
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.
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 2007. 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 acc\ount thereof.
Inflation
The Company does not believe that inflation has a significant
impact on its business.
New Accounting Standards
In December 2004, the Financial Accounting Standards Board,
or FASB, issued SFAS No. 123R "Share Based Payment," which
replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R
requires that the cost resulting from all share-based payment
transactions be recognized in the consolidated financial statements.
This statement applies to all share-based payment transactions in
which an entity acquires goods or services by issuing its shares,
options or other equity instruments. This statement establishes fair
value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a
fair-value-based measurement method in accounting for share-based
payment transactions with employees, except for equity instruments
held by employee share ownership plans. This statement is effective as
of the beginning of the first interim or annual reporting period that
begins after June 15, 2005, which will be the Company's third quarter.
The Company expects that the adoption of SFAS No. 123R could have
a material effect on the Company's consolidated financial statements,
depending upon the number and terms of stock options issued by the
Company in the future.
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
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 may fluctuate over time, each of the
Company's investments, other than in money market funds whose
interest yield varies, 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 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
significant changes in the Company's internal control over financial
reporting during the quarterly period ended December 31, 2004 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 for the Company, as
such term is defined in Exchange Act Rules 13a-15(f). Under the
supervision and with the participation of our management, including
our CEO and CFO, 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. Based on our
evaluation under the framework in Internal Control - Integrated
Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2004. Our
management's assessment of the effectiveness of our internal control
over financial reporting as of December 31, 2004 has been audited by
KPMG, an independent registered public accounting firm, as stated in
their report, which is included herein.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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, 2005, in connection with the
Company's Annual Meeting of Stockholders scheduled to be held on
June 9, 2005.
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, 2005, in connection with the
Company's Annual Meeting of Stockholders scheduled to be held on
June 9, 2005. 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
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, 2005, in connection with the
Company's Annual Meeting of Stockholders scheduled to be held on
June 9, 2005.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2005, in connection with the
Company's Annual Meeting of Stockholders scheduled to be held on
June 9, 2005.
PART IV
ITEM 14. PRINCIPAL ACCOUNTANT 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, 2005, in connection with the
Company's Annual Meeting of Stockholders scheduled to be held on
June 9, 2005.
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, the related notes thereto, together with the
report thereon of KPMG LLP are filed under Item 8 of this Report.
Reports of Independent Registered Public Accounting Firm . . . . . . F-1
Consolidated Financial Statements:
Consolidated Balance Sheets,
December 31, 2004 and 2003. . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Operations,
Years ended December 31, 2004, 2003 and 2002. . . . . . . . F-5
Consolidated Statements of Shareholders' Equity,
Years ended December 31, 2004, 2003 and 2002. . . . . . . . F-6
Consolidated Statements of Cash Flows,
Years ended December 31, 2004, 2003 and 2002. . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . F-8
All schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
consolidated financial statements or notes thereto.
(a)(3) Exhibits Page
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. 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.
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. Filed herewith with portions
of this document 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. Filed herewith with
portions of this document 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. Filed herewith with portions of this
document 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. Filed
herewith with portions of this document 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. Filed
herewith with portions of this document 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 KPMG 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.
* Executive Compensation Plan or Arrangement.
(b) Reports on Form 8-K:
None
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 15, 2005
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 15, 2005
Robert M. Budin
/s/Joseph M. Harary Director,President, March 15, 2005
Joseph M. Harary Treasurer
/s/Victor F. Keen Director March 15, 2005
Victor F. Keen
/s/Albert P. Malvino Director March 15, 2005
Albert P. Malvino
/s/Robert L. Saxe Director, Chairman March 15, 2005
Robert L. Saxe
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Research Frontiers Incorporated:
We have audited the accompanying consolidated balance sheets of
Research Frontiers Incorporated and subsidiary as of December 31,
2004 and 2003, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 2004. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these consolidated 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 audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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 and subsidiary as of December
31, 2004 and 2003, and the results of their operations and their cash
flows for each of the years in the three-year period ended December
31, 2004, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Research Frontiers Incorporated's internal control
over financial reporting as of December 31, 2004, 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 15, 2005
expressed an unqualified opinion on management's assessment of,
and the effective operation of, internal control over financial reporting.
/s/ KPMG LLP
Melville, New York
March 15, 2005
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Research Frontiers Incorporated
We have audited management's assessment, included in the
accompanying Management's Report on Internal Controls Over
Financial Reporting, that Research Frontiers Incorporated and
subsidiary (the Company) maintained effective internal control over
financial reporting as of December 31, 2004, based on criteria
established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company'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. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of 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, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal
control, and 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, management's assessment that the Company
maintained effective internal control over financial reporting as of
December 31, 2004, is fairly stated, in all material respects, based
on criteria established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Also, in our opinion, the Company
maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria
established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
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 and
subsidiary as of December 31, 2004 and 2003, and the related
consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 2004, and our report dated March 15, 2005 expressed
an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Melville, New York
March 15, 2005
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
December 31, 2004 and 2003
Assets 2004 2003
Current assets:
Cash and cash equivalents $ 2,602,063 5,072,290
Marketable investment securities-available for sale -- 7,875
Royalty receivables, net of reserves of $82,522
in 2004 and $50,000 in 2003 54,544 159,891
Prepaid expenses and other current assets 60,357 82,027
Total current assets 2,716,964 5,322,083
Investment in SPD Inc. -- 209,704
Fixed assets, net 121,104 135,878
Deposits 22,605 22,605
Total assets $ 2,860,673 5,690,270
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 116,440 85,821
Deferred revenue 10,000 23,683
Accrued expenses and other 341,930 111,339
Total current liabilities 468,370 220,843
Shareholders' equity:
Common stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 12,812,559 and 12,683,413 shares
for 2004 and 2003 1,281 1,268
Additional paid-in capital 57,576,388 56,395,409
Accumulated other comprehensive loss -- (4,625)
Accumulated deficit (55,185,366) (50,922,625)
Total shareholders' equity 2,392,303 5,469,427
Commitments (note 11)
Total liabilities and shareholders' equity $ 2,860,673 5,690,270
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
Years ended December 31, 2004, 2003 and 2002
2004 2003 2002
Fee income $ 201,321 258,187 217,519
Operating expenses 2,633,534 2,537,317 2,631,139
Research and development 1,682,624 1,908,753 1,859,030
Charge for reduction in value
of investment in SPD Inc. 165,501 615,200 --
4,481,659 5,061,270 4,490,169
Operating loss (4,280,338) (4,803,083) (4,272,650)
Net investment income 17,597 30,775 256,926
Interest income on notes
receivable from officers -- -- 64,608
Net loss $ (4,262,741) (4,772,308) (3,951,116)
Basic and diluted net loss
per common share $ (0.33) (0.38) (0.33)
Weighted average number of
common shares outstanding 12,792,091 12,436,879 12,152,506
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Shareholders' Equity
Years ended December 31, 2004, 2003 and 2002
Accumulated
Common Stock Additional Accumulated Treasury Other Compre- Notes
Shares Amount Paid in Capital Deficit Stock,at Cost hensive Income(Loss) Receivable Total
Balance,December 31,2001 12,108,195 1,211 51,359,036 (42,199,201) -- 41,835 (152,961) 9,049,920
Issuance of common stock 297,875 30 3,011,021 -- -- -- -- 3,011,051
Purchase of treasury stock -- -- -- --(2,354,608) -- -- (2,354,608)
Retirement oftreasury stock(190,441) (19)(2,354,589) -- 2,354,608 -- -- --
Comprehensive loss:
Net loss -- -- -- (3,951,116) -- -- -- (3,951,116)
Unrealized loss on available-
for-sale securities -- -- -- -- --(43,085) -- (43,085)
Total Comprehensive Loss (3,994,201)
Loan repayment from officers -- -- -- -- -- -- 152,961 152,961
Issuance of stock, options and warrants
for services performed 250 -- 109,343 -- -- -- -- 109,343
Balance,December 31,2002 12,215,879 $1,222 52,124,811 (46,150,317) -- (1,250) -- 5,974,466
Issuance of common stock 460,025 46 4,201,711 -- -- -- -- 4,201,757
Comprehensive loss:
Net loss -- -- -- (4,772,308) -- -- -- (4,772,308)
Unrealized loss on available-
for-sale securities -- -- -- -- -- (3,375) -- (3,375)
Total Comprehensive Loss (4,775,683)
Issuance of stock, options and warrants
for services performed 7,509 -- 68,887 -- -- -- -- 68,887
Balance,December 31,2003 12,683,413 $1,268 56,395,409 (50,922,625) -- (4,675) -- 5,469,427
Issuance of common stock 127,417 13 1,162,589 -- -- -- -- 1,162,602
Comprehensive loss:
Net loss -- -- -- (4,262,741) -- -- -- (4,262,741)
Unrealized loss on available-
for-sale securities -- -- -- -- -- 4,675 -- 4,675
Total Comprehensive Loss (4,258,116)
Issuance of stock, options and warrants
for services performed 1,729 -- 18,390 -- -- -- -- 18,390
Balance,December 31,2004 12,812,559 $1,281 57,576,388 (55,185,366) -- -- -- 2,392,303
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
2004 2003 2002
Cash flows from operating activities:
Net loss $(4,262,741)(4,772,308)(3,951,116)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 82,736 112,092 114,170
Provision for uncollectible royalty receivables 32,522 50,000 --
Charge for reduction in value of
investment in SPD Inc. 165,501 615,200 --
Expense relating to cashless
exercise of stock options 15,707 40,987 --
Expense relating to issuance of stock, options
and warrants for services performed 2,683 27,900 109,343
Impairment loss on marketable securities 12,500 -- 37,500
Changes in assets and liabilities:
Royalty receivables 72,825 (71,744) (100,647)
Prepaid expenses and other current assets 21,670 (55,366) 107,389
Deferred revenue (13,683) 11,683 (25,500)
Accounts payable and accrued expenses 261,210 (83,425) 43,103
Net cash used in operating activities (3,609,070)(4,124,981)(3,665,758)
Cash flows from investing activities:
Purchases of fixed assets (67,962) ( 47,155) ( 35,367)
Proceeds from sale of
available-for-sale securities -- -- 6,991,771
Proceeds from liquidation of SPD Inc. 44,203 -- --
Investment in SPD, Inc., at cost -- (74,902) --
Net cash (used in) provided by investing activities(23,759) (122,057) 6,956,404
Cash flows from financing activities:
Proceeds from issuances of
common stock and warrants 1,162,602 4,201,757 3,175,362
Repayment of principal on officer's loans -- -- 152,961
Purchase of treasury stock -- -- (2,354,608)
Net cash provided by financing activities 1,162,602 4,201,757 973,715
Net (decrease) increase in
cash and cash equivalents (2,470,227) (45,281) 4,264,361
Cash and cash equivalents at beginning of year 5,072,290 5,117,571 853,210
Cash and cash equivalents at end of year $ 2,602,063 5,072,290 5,117,571
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
December 31, 2004, 2003 and 2002
(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 used in architectural, automotive, marine, aerospace and appliance
applications.
The Company has historically utilized its cash and the proceeds from
maturities of 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, 2004
and 2003.
(b) Marketable Investment Securities
Marketable investment securities at December 31, 2004 and 2003
consisted of an equity security. The Company classifies its securities into
available-for-sale which are recorded at fair value with unrealized
holding gains and losses excluded from earnings and are reported as a
separate component of shareholders' equity until realized. Dividend and
interest income are recognized when earned. Cost is maintained on a
specific identification basis for purposes of determining realized gains
and losses on sales of investments. A decline in the market value of any
available-for-sale security below cost that is deemed to be other than
temporary results in a reduction in carrying amount to fair market value.
The impairment is charged to earnings and a new cost basis for this
security is established. During the fourth quarter of 2002, the Company
reduced the carrying amount of its equity security by $37,500 because of
a sustained reduction in the market price of the stock. During the fourth
quarter of 2004, the Company reduced the investment balance to $0 based
upon a continued reduction in the market price of this equity security, and
recorded a charge to net investment income of $12,500.
(c) Royalties Receivable
Royalties receivable are recorded at the amounts specified within the
license agreements when the collectibility 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 collectibility. Account
balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is
considered remote.
(d) 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.
(e) Fee Income
Fee income represents amounts earned by the Company under various
license and other agreements (note 10) relating to technology developed
by the Company. During fiscal 2004, four licensees of the Company
accounted for 25%, 19%, 13% and 12%, respectively of fee income
recognized during the year. During fiscal 2003, four licensees of the
Company accounted for 19%, 19%, 19% and 15%, respectively of fee
income recognized during the year. During fiscal 2002, four licensees of
the Company accounted for 23%, 23%, 17% and 11%, respectively of fee
income recognized during the year.
(f) 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, 2004 because
all common stock equivalents (i.e., options and warrants) were
antidilutive in those periods. The number of options and warrants that
was not included because their effect is antidilutive was 2,628,400,
2,686,975, and 2,662,950, for 2004, 2003, and 2002, respectively.
(g) Research and Development Costs
Research and development costs are charged to expense as incurred.
(h) Patent Costs
The Company expenses costs relating to the development or acquisition
of patents due to the uncertainty of the recoverability of these items.
(i) 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.
(j) 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.
(k) 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.
(l) Stock-Based Compensation
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148
provides alternative methods of transition for a voluntary change to the
fair value method of accounting for stock-based employee compensation
as originally provided by SFAS No. 123, "Accounting for Stock-Based
Compensation." Additionally, SFAS No. 148 amends the disclosure
provisions of SFAS No. 123 to require prominent disclosure in both the
annual and interim financial statements about the method of accounting
for stock-based compensation and the effect of the method used on
reported results. The Company adopted the disclosure provisions of this
statement in the fiscal quarter ended March 31, 2003.
The exercise price for stock options granted are generally set at the
average of 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. Under the
principles of APB Opinion No. 25, the Company does 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.
The fair value of the options was estimated at the date of grant using a
Black-Scholes option pricing model. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized over the
options' vesting periods.
The following table illustrates the effect on net loss and earnings per
share as if the fair value method had been applied:
2004 2003 2002
Net loss, as reported $(4,262,741) $(4,772,308) $(3,951,116)
Add: Stock-based employee compensation
expense included in reported net loss 18,390 40,987 --
Deduct: Total stock-based employee
compensation determined under fair-
value based method for all awards $(693,943) ( 873,262) (5,393,206)
Pro forma $(4,938,294) $(5,604,583) $(9,344,322)
Basic and diluted net loss
per common share As reported $ (0.33) $ (0.38) $ (0.33)
Pro forma $ (0.38) $ (0.45) $ (0.77)
The per share weighted average fair value of stock options granted during
2004, 2003, and 2002, was approximately $4.37, $7.45, and $7.41,
respectively, on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions:
Expected Risk-Free Expected Stock Expected Life
Grant Date Dividend Yield Interest Rate Volatility in Years
January 2004 0 % 3.225% 79.580% 4.53
December 2004 0 % 3.521% 70.650% 4.53
June 2003 0 % 1.750% 82.050% 3.77
December 2002 0 % 3.268% 78.340% 3.77
September 2002 0 % 3.268% 78.340% 3.77
June 2002 0 % 3.754% 78.280% 3.77
September 2001 0 % 3.787% 90.190% 3.62
June 2001 0 % 4.768% 85.170% 3.62
(l) Accumulated Other Comprehensive Income (loss)
The change in accumulated other comprehensive income (loss) was a
reclassification adjustment of $4,625 for the year-ended December 31,
2004 reflecting the write off of an equity investment for an other than
temporary impairment (see note 2(b)).
The change in accumulated other comprehensive income (loss) was
$3,375 for the year-ended December 31, 2003 for the unrealized holding
losses on available-for-sale securities for the period, and $43,085 for the
year ended December 31, 2002 which was comprised of reclassification
adjustments for gains realized in net income of $80,585 and an
impairment loss in the amount of $37,500 for a decline in value that is
other than temporary.
(m) 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.
(n) Reclassifications
During 2002, the Company has reclassified costs associated with patents
and patent applications from research and development expenses to
operating expenses. The amount of patent costs for the year ended
December 31, 2002 was approximately $372,000.
(o) 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.
(3) Investment in SPD Inc.
During the second quarter of 2001, the Company, through its wholly-
owned subsidiary, SPD Enterprises, Inc., invested approximately
$750,000 for a minority equity interest in SPD Inc., a subsidiary of
Hankuk Glass Industries Inc., Korea's largest glass manufacturer, which
was dedicated exclusively to the production of suspended particle device
(SPD) light-control film and a wide variety of end-products using SPD
film. In April 2003, the Company's wholly-owned subsidiary, SPD
Enterprises, Inc., invested $74,902 in SPD Inc., raising its equity
ownership from 6.67% to 6.91%. SPD Inc.'s parent company invested at
the same time and at the same price, $748,931 , raising its equity
ownership in SPD Inc. from 66.67% to 69.09%. During 2003, the
Company recorded total non-cash accounting charges of $615,200
against income to reflect a reduction in the value of its investment in SPD
Inc. These non-cash charges were determined as follows: During the first
quarter of 2003, the Company recorded a non-cash charge against
income of $255,200 to reflect a reduction in the value of its investment
in SPD Inc. determined based upon the April 2003 financing, and the
Company recorded a further non-cash charge against income of $360,000
as of the end of 2003 to reflect a reduction in the value of its investment
in SPD Inc. determined based upon its review of the financial position
and results of operations of SPD Inc. as of and for the year ended
December 31, 2003. On April 28, 2004, SPD Inc. informed the Company
that it was planning to sell its equipment and other assets and cease its
business activities. As a result, the Company wrote off its entire
remaining investment in SPD Inc. of $209,704 in 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. The Company's license agreement with
Hankuk Glass Industries provided for the payment of minimum annual
royalties to the Company in 2002 and 2003. These amounts were all
paid in full in 2004.
(4) Marketable Investment Securities
The fair value of marketable investment securities is based upon quoted
market prices. The amortized cost, gross unrealized holding gains and fair
value for the Company's investment security at December 31, 2003 were
as follows:
Amortized Cost Gross Unrealized Holding Fair Value
Gains (Losses)
Available-for-sale securities:
Equity security available-for-sale $12,500 -- ($4,625) $7,875
During the fourth quarter of 2004, the Company charged the remaining
value ($7,875) of this security to net investment income as the result of
an impairment that was deemed other than temporary.
(5) Notes Receivable from Officers
During the fourth quarter of 2002, executive officers Joseph M. Harary
and Robert L. Saxe repaid loans made previously by the Company in the
principal amount of $152,961, plus all accrued interest through the date
of payment. These loans were repaid in cash by these individuals. In
connection with the aforementioned loan repayments, the Company
recorded $64,608 in interest income in 2002.
(6) Fixed Assets
Fixed assets and their estimated useful lives, are as follows:
2004 2003 Estimated useful life
Equipment and furniture $ 1,167,771 1,126,348 5 years
Leasehold improvements 309,199 282,660 Life of lease or
1,476,970 1,409,008 estimated life if shorter
Less accumulated depreciation
and amortization 1,355,866 1,273,130
$ 121,104 135,878
(7) Accrued Expenses and Other
Accrued expenses consist of the following at December 31, 2004 and 2003:
2004 2003
Payroll, bonuses and related benefits $103,406 56,269
Professional services 206,674 38,450
Deferred rent 10,691 --
Other 21,159 16,620
$341,930 111,339
(8) Income Taxes
There was no income tax expense in 2004, 2003 and 2002 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, 2004 and 2003 are
presented below.
2004 2003
Deferred tax assets:
Depreciation $ 100,000 78,615
Impairment of investment 0 246,080
Capital loss carryforward 312,000 0
Allowance for bad debts 33,000 0
Net operating loss carryforwards 17,118,000 15,823,741
Research and other credits 951,000 939,962
Other temporary differences 15,000 0
Total gross deferred tax assets 18,529,000 17,088,398
Less valuation allowance 18,529,000 17,088,398
$ -- $ --
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, 2004, the Company had a net operating loss
carryforward for federal income tax purposes of $42,796,000, varying
amounts of which will expire in each year from 2005 through 2024.
Research and other credit carryforwards of $951,000 are available to the
Company to reduce income taxes payable in future years principally
through 2024. Net operating loss carryforwards of $702,000 and research
and other credit carryforwards of $38,000 are scheduled to expire during
fiscal 2005, if not utilized.
(9) Shareholders' Equity
(a) Sale of Common Stock and Warrants
During 2002, the Company received $3,175,362 of net cash proceeds
from (i) the issuance of 33,875 shares of common stock issued upon the
exercise of options resulting in net proceeds of $243,767; (ii) 253,500
shares of common stock issued upon the exercise of warrants, principally
related to the Class A Warrant, resulting in net proceeds of $2,728,084;
and (iii) $164,311 of cash received in early January for the settlement of
a warrant exercised in late December 2001. In addition, 2,816 shares with
a value of $39,200 were delivered to the Company and immediately
retired in payment of the exercise price of options to purchase 10,500
shares, and 250 shares of common stock were issued in connection with
the acquisition by the Company of the domain name "SmartGlass.com"
resulting in non-cash marketing expenses of $1,518.
During 2003, the Company received $4,201,757 of net cash proceeds
from (i) the issuance of 25,000 shares of common stock of the Company
(along with a ten-year warrant to purchase 25,000 shares of common
stock of the Company at an exercise price of $9.00 per share) in a private
placement to a director of the Company resulting in net proceeds of
$165,000; (ii) 364,300 shares of common stock issued upon the exercise
of warrants resulting in net proceeds of $3,527,148; and (iii) the issuance
of 69,475 shares of common stock issued upon the exercise of options
resulting in net proceeds of $509,590. In addition, 3,754 shares were
issued through the cashless exercise of certain options and warrants,
resulting in non-cash directors expense of $40,987 being recorded, and
9,995 shares with a value of $108,995 were delivered to the Company
and immediately retired in payment of the exercise price of options to
purchase 15,000 shares.
During 2004, the Company received $1,162,602 of net cash proceeds
from the issuance of (i) 104,917 shares of common stock issued upon
the exercise of warrants resulting in net proceeds of $987,037; and (ii)
22,500 shares of common stock issued upon the exercise of options
resulting in net proceeds of $175,565. In addition, 1,729 shares were
issued through the cashless exercise of an option to purchase 17,500
shares. In connection therewith, the Company recorded a non-cash
compensation expense of $15,707 in 2004.
(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, 2004, awards for 410,072 shares of
common stock were available for issuance under this Plan.
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.
When an employee exercises a stock option through the surrender of
options held, rather than of cash for the option exercise price,
compensation expense is recorded in accordance with APB Opinion No.
25. Accordingly, compensation expense is recorded for the difference
between the quoted market value of the Company's common stock at the
date of exchange and the exercise price of the option. During 2004 and
2003, the Company recorded non-cash expenses of $15,707 and $40,987,
respectively, related to cashless exercises of options.
Activity in stock options is summarized below:
Number of Shares Weighted Average
Subject to Option Exercise Price
Balance at December 31, 2001 2,312,125 $11.88
Granted 168,000 $12.76
Cancelled -- --
Exercised (44,375) $ 6.38
Balance at December 31, 2002 2,435,750 $12.04
Granted 86,500 $12.62
Cancelled (3,000) $15.41
Exercised (84,475) $ 7.32
Balance at December 31, 2003 2,434,775 $12.22
Granted 148,750 $ 7.34
Cancelled (134,325) $ 9.16
Exercised (40,000) $ 7.97
Balance at December 31, 2004 2,409,200 $12.16
The following table summarizes information about stock options at
December 31, 2004:
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Options Contractual Exercise Shares Exercise
Exercise Price Outstanding Life (Years) Price Exercisable Price
$3.00 to $6.00 86,800 2.44 $ 6.00 86,800 $ 6.00
$6.01 to $7.50 704,850 4.23 $ 7.12 704,850 $ 7.12
$7.51 to $9.00 469,800 4.44 $ 8.38 469,800 $ 8.38
$9.01 to $12.00 290,400 5.22 $ 10.18 290,400 $ 10.18
$12.01 to $15.00 411,050 6.17 $ 13.32 411,050 $ 13.32
$15.01 to $19.00 111,000 5.91 $ 18.99 104,000 $ 19.00
$19.01 to $37.03 335,300 6.20 $ 27.72 335,300 $ 27.72
2,409,200 5.01 $ 12.16 2,402,200 $ 12.14
During 2004, the Company issued options to a consultant to purchase 750
shares of common stock at an exercise price of $6.175 per share. The
Company recorded $2,683 of non-cash expense in connection with the
issuance of these options.
During 2003, the Company issued options to a consultant to purchase
5,000 shares of common stock at an exercise price of $9.54 per share.
The Company recorded $27,900 of non-cash expense in connection with
the issuance of these options.
During 2002, the Company issued options to its five Advisory Board
members to purchase a total of 5,000 shares of common stock at an
exercise price of $12.775 per share. The Company recorded $37,050 of
non-cash expense with the issuance of these options. In addition, the
Company issued options to purchase 1,250 shares of common stock in
connection with the acquisition by the Company of the domain name
"SmartGlass.com,"and for web design services, resulting in non-cash
marketing expense of $6,775. The fair value of options described above
was determined using the Black-Scholes option pricing model.
(ii) Warrants
Activity in warrants is summarized below, excluding the effect of the
warrants discussed in note 9(d)):
Number of Shares Exercise
Underlying Warrants Granted Price
Balance at December 31, 2001 225,700 $ 5.88-13.50
Exercised (8,500) 7.99- 8.98
Terminated -- --
Issued 10,000 12.19
Balance at December 31, 2002 227,200 5.88-13.50
Exercised -- --
Terminated -- --
Issued 25,000 9.00
Balance at December 31, 2003 252,200 5.88-13.50
Exercised 5,500 5.88
Terminated (27,500) 5.88-9.35
Issued -- --
Balance at December 31, 2004 219,200 5.88-13.50
Warrants generally expire from two to ten years from the date of issuance.
At December 31, 2004, the number of warrants exercisable was 214,200
at a weighted average exercise price of $8.48 per share.
During 2003, a warrant to purchase 25,000 shares of common stock at an
exercise price of $9.00 per share was issued to a director of the Company
in connection with a private placement.
During 2002, the Company issued warrants to SPD Inc. to purchase 10,000
shares of common stock at an exercise price of $12.19 per share as an
award for being the first licensee of the Company to produce and sell
commercial quantities of SPD film. The Company recorded $64,000 of
non-cash expense in connection with the issuance of these warrants.
(c) Treasury Stock
The Company did not repurchase any of its stock during 2004 or 2003.
During 2002, the Company purchased in the open market and subsequently
retired 187,625 shares of treasury stock with an aggregate cost of
$2,315,408. In addition, 2,816 shares with a value of $39,200 was
delivered to the Company and immediately retired in payment of the
exercise price of options to purchase 10,500 shares.
(d) Class A and Class B Warrants
On October 1, 1998, the Company announced that Ailouros Ltd., a
London-based institutional money management fund, committed to
purchase up to $15 million worth of common stock of the Company
through December 31, 2001. This commitment was in the form of a Class
A Warrant issued to Ailouros Ltd. which gave the Company the option in
any three-month period to deliver a put notice to Ailouros requiring them
to purchase an amount of common stock specified by the Company at a
price equal to the greater of (A) 92% of the seven-day average trading
price per share of common stock, or (B) a minimum or "floor" price per
share set by the Company from time to time. The pricing was initially
subject to an overall cap of $15 per share, which cap was subsequently
eliminated by mutual agreement so that the Company could put stock to
Ailouros at selling prices in excess of $15 per share. The Company was not
required to sell any shares under the agreement. Before the beginning of
each of a series of three-month periods specified by the Company, the
Company determined the amount of common stock that the Company
wished to issue during such three-month period. The Company also set the
minimum selling or "floor" price, which could be reset by the Company in
its sole discretion prior to the beginning of any subsequent three-month
period. Therefore, at the beginning of each three-month period, the
Company could determine how much common stock, if any, was to be sold
(the amount of which could range from $0 to $1.5 million during such
three-month period), and the minimum selling price per share. In March
2000, Ailouros agreed to expand its commitment beyond the original $15
million, thereby giving the Company the right to raise additional funds
from Ailouros so long as the Company did not have to issue more shares
than were originally registered with the Securities and Exchange
Commission, and in December 2001 the expiration date of the Class A
Warrant was extended to December 31, 2003. In December 2003, this
expiration date for the Class A Warrant was further extended to December
31, 2005. As of March 15, 2004, no shares remained registered for future
issuance under the Class A Warrant.
In connection with the financing, the Company also issued Ailouros Ltd.
a Class B Warrant which expires on September 30, 2008. The Class B
Warrant is exercisable at $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. The Class B Warrant is
exercisable into 65,500 shares. Ailouros paid the Company $10,000 upon
issuance of the Class A Warrant and the Class B Warrant.
(10) 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.
(11) Commitments
The Company has an employment agreement with one of its officers which
provides for an annual base salary of $436,968 through December 31, 2005.
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 2004, 2003 or 2002.
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 $138,000. At
December 31, 2004, the approximate minimum annual future rental
commitment under this lease for the next five years are as follows:
2005: $119,000
2006: $121,000
2007: $124,000
2008: $126,000
2009: $129,000
Thereafter:$538,000
Rent expense, including other occupancy related expenses, amounted to
approximately $168,000, $152,000, and $148,000, for 2004, 2003, and
2002, respectively.
(12) 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.
(13) Selected Quarterly Financial Data (Unaudited)
Quarter
2004 First Second Third Fourth
Fee income $ 37,319 $ 56,008 $ 41,648 $ 66,346
Operating loss (1,335,797) (1,013,267) (879,020) (1,052,254)
Net loss (1,328,814) (1,007,038) (870,809) (1,056,080)
Basic and diluted net loss
per common share (1) (.10) (.08) (.07) (.08)
2003 First Second Third Fourth
Fee income $ 86,128 $ 63,189 $ 80,308 $ 28,562
Operating loss (1,322,764) (1,068,785) (937,918) (1,473,616)
Net loss (1,312,927) (1,061,590) (931,185) (1,466,606)
Basic and diluted net loss
per common share (1) (.11) (.09) (.07) (.11)
(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.
(14) Subsequent Event
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.
SCHEDULE II
RESEARCH FRONTIERS INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2004, 2003, and 2002
Balance at Charged to Balance
beginning costs and at end
Description of period expenses Deductions of period
Allowance for uncollectible
royalty receivables:
December 31, 2004 $ 50,000 $ 32,522 $ 0 $ 82,522
December 31, 2003 $ 0 $ 50,000 $ 0 $ 50,000
December 31, 2002 $ 0 $ 0 $ 0 $ 0