Research Frontiers(REFR) - 2022 Q4 - Annual Report

Business Overview Company Overview Research Frontiers develops and licenses SPD-Smart light-control technology, serving diverse applications and protecting its IP with 219 global patents - Research Frontiers specializes in developing and licensing SPD-Smart light-control technology, which uses microscopic light-absorbing nanoparticles to align when voltage is applied, controlling light, glare, and heat through a film[7][10] - The company has over 40 licensees, serving five major application areas including aerospace, architecture, automotive, marine, and display products[7] - The company protects its intellectual property through patents, trade secrets, and proprietary know-how, currently holding 219 issued patents globally[9] Major Licensee Fee Income Percentage for 2022 and 2021 | Year | Licensee 1 | Licensee 2 | Licensee 3 | Licensee 4 | | :--- | :--- | :--- | :--- | :--- | | 2022 | 28% | 23% | 13% | 11% | | 2021 | 20% | 18% | 18% | 12% | Employees The company has 6 full-time employees, with success highly dependent on senior management - As of March 9, 2023, the company has 6 full-time employees, including 2 technical personnel and others in legal, finance, marketing, investor relations, and administrative roles[22] - The company's success relies on the services of its senior management, whose loss could significantly impact its prospects[22] Smart Glass Industry Trends The smart glass market is projected for significant growth, driven by energy efficiency, aesthetics, and comfort - The smart glass market is projected to grow from $5 billion in 2022 to $8.2 billion by 2027, at a CAGR of 10.4%[28] - Smart glass, especially active glass, offers superior heat and light control, leading to significant electricity savings and more environmentally friendly building spaces[26] - Electrochromic technology held the largest share of the smart glass market in 2021, approximately 49%, due to faster switching speeds and benefits for sustainable building design[29] - Architectural applications are expected to achieve the highest CAGR during the forecast period, driven by energy efficiency, improved aesthetics, and glare control benefits[29] - The transportation sector held the highest market share in 2018, with the automotive industry being the largest consumer of switchable glass, accounting for over 70%, driven by luxury vehicle demand and carbon emission reduction efforts[29] - The primary barrier to smart glass industry growth is its higher cost, though continuous innovation in materials and product design is expected to reduce costs over the forecast period[27] Automotive Market The automotive industry is trending towards larger sunroofs and panoramic roofs, where SPD-SmartGlass technology plays a crucial role - Global automotive trends include the introduction of larger sunroofs and panoramic roof panels in vehicles, with a higher percentage of vehicles featuring sunroofs or more glass in their roofs[31] - SPD-SmartGlass has been applied in armored automotive glass and recreational vehicles, and new markets are developing for personalized custom vehicles for owners seeking self-expression through car design[32] Aircraft Market The aviation industry is moving towards larger, passenger-controlled windows, where SPD technology offers significant advantages in performance and certification - The aviation industry trend is towards larger windows with more passenger control to enhance the passenger experience[34] - SPD technology offers significant performance advantages over other technologies (e.g., electrochromic), including faster, more uniform response times, superior on-ground thermal insulation, excellent acoustic insulation, automatic dimming systems, weight reduction, and the use of scratch-resistant, lightweight chemically strengthened glass[35] - SPD technology is the only commercially available light-control smart window technology to pass rigorous aviation safety and durability tests and receive FAA Supplemental Type Certificates (STCs)[36] - Currently, SPD-Smart electronically dimmable windows are flying on over 40 aircraft models, including commercial, general, and military aviation[36] Architectural Market The architectural sector promotes daylight harvesting and green building, with SPD-Smart products offering immediate shading and thermal management solutions - The architectural community is actively increasing glass usage to connect occupants with the outside environment and enhance energy efficiency in commercial and residential buildings[38] - SPD-Smart architectural products provide immediate and precise shading, glare control, and thermal management solutions for offices and homes, especially in new construction, replacement, and retrofit projects[38] - Research Frontiers' SPD-SmartGlass technology was chosen as the exclusive smart glass for the USA Pavilion at Expo Milano 2015, featuring 312 large SPD-SmartGlass panels totaling over 10,000 square feet, making it the world's largest smart glass roof installation[39] Marine Market SPD-Smart products enhance marine applications by offering superior functionality, performance, and versatility, reducing the need for multiple glass types - SPD-Smart marine products reduce the number of different types of glass needed in yachts by offering enhanced functionality, superior performance, and versatility[40] - SPD-Smart marine products allow operators to manage incoming light, glare, and heat, while providing privacy or maintaining views as desired[40] Historical Background and Recent Developments SPD-Smart Film Production SPD-Smart film production, historically by Hitachi Chemical, is now primarily led by Gauzy Ltd., which has significantly expanded its capacity - Hitachi Chemical (later acquired by Showa Denko) was a primary producer of SPD-Smart light-control film, but Showa Denko is expected to reduce or cease SPD film sales[41][43] - Gauzy Ltd. announced SPD-Smart light-control film production in 2018, establishing production lines in Tel Aviv and Stuttgart, Germany, with an annual capacity exceeding one million square meters[44][45][46] - Gauzy Ltd. secured a Series C strategic investment in 2020, including Hyundai Motor Company, marking the first equity investment by an automotive OEM in Research Frontiers' industry[48] - Research Frontiers' end-product licensees typically pay 10-15% of sales as royalties[49] SPD-Smart Automotive Products SPD-SmartGlass is widely used in the automotive industry, enabling instant tint adjustment for windows and sunroofs - SPD-SmartGlass is widely used in the automotive industry, allowing passengers to instantly change the tint of windows, sunroofs, and other glass to block sunlight and heat, and create a sense of openness[51] - Daimler (Mercedes-Benz) was among the first automakers to mass-produce SPD-SmartGlass technology, incorporating it into their Magic Sky Control™ panoramic glass roofs since 2011 for SLK, SL, and S-Class models[54][55] - McLaren was the second automaker to adopt SPD-SmartGlass technology in production vehicles (e.g., GT, 720S Spyder, Speedtail), and General Motors also introduced it in their Cadillac Celestiq EV[62][63] - SPD-SmartGlass technology is also applied in automotive sun visors (with Daimay) and head-up display systems (e.g., BMW i VISION Dee) for automatic adjustment and enhanced driving experience[64][67] - SPD-SmartGlass in automotive applications can increase electric vehicle range by up to 5.5%, reduce CO2 emissions by up to four grams per kilometer, and decrease air conditioning compressor size by 40%[149] Automotive Aftermarket SPD-Smart technology is exploring opportunities in the automotive aftermarket for upgrades beyond new vehicle production - SPD-Smart technology is seeking opportunities in the automotive aftermarket for upgrades beyond new vehicle production[80] - Licensee American Glass Products (AGP) offers Vario Plus Sky SPD-SmartGlass for the automotive aftermarket[80] - SER Company is licensed to produce SPD-SmartGlass primarily for the automotive armored glass aftermarket in Brazil[81] Recreational Vehicles/Motor Homes/Buses and Motorcoaches SPD-SmartGlass EDWs offer significant advantages for recreational vehicles, motor homes, and motorcoaches, enhancing passenger experience and energy efficiency - SPD-SmartGlass electronically dimmable windows (EDWs) offer multiple benefits for RVs and motorcoaches, including independent zone control, central or automatic control, noise reduction, automatic darkening when parked to keep interiors cool, and integrated information displays[83] - Vision Systems showcased SPD-SmartGlass technology at the UMA Motorcoach Expo, including EDWs with integrated information displays and ergonomic SPD-Smart dimmable sun visors for the driver's environment[83] - SPD-SmartGlass provides superior thermal insulation in RVs, automatically reaching its darkest state when parked/off, consuming no power[84] Rail Transport SPD-SmartGlass technology is widely applied in rail transport, offering variable shading, privacy control, and information display functions - SPD-SmartGlass technology provides multi-zone dimmable windows, integrated information displays, and dimmable partitions in rail transport to enhance passenger experience and comfort[87][89] - Gauzy, in collaboration with LG Display, showcased SPD T-OLED integrated into rail-compliant insulated glass units, offering high-contrast advertising and information when SPD is tinted, or functioning as a transparent window in clear mode[87] - Rehau, in partnership with Gauzy and Research Frontiers, demonstrated an SPD-SmartGlass window system for future trains at Deutsche Bahn's "Ideenzug" exhibition, enabling continuously variable shading for train windows[87] - AGC and Vision Systems launched their latest generation of SPD-SmartGlass EDWs for the rail industry, while Continental also showcased new electronic control products[86][90][91] Automotive Armored Glass Market The automotive armored glass market is a potential growth area for SPD-Smart technology, enhancing security with light control and privacy features - The automotive armored glass market is a potential additional area for SPD-Smart technology, covering military, non-military government, and civilian markets[93] - SPD-Smart technology in this market offers advantages beyond light control and UV blocking, enhancing security by introducing deeper tints and privacy features[93] - Licensees such as American Glass Products, Isoclima, and SER are industry leaders in the armored glass market[93] SPD-Smart Aircraft Products SPD-Smart dimmable windows are standard or optional equipment on various aircraft, offering superior performance for passenger comfort and fuel efficiency - SPD-Smart dimmable windows have been selected as standard or optional equipment by several aircraft manufacturers, including Honda Aircraft Company, Airbus ACJ TwoTwenty, Daher TBM 960, and Epic Aircraft E1000[95][96][97][99] - SPD-Smart EDWs offer significant performance advantages over electrochromic EDWs, including switching speeds of 0.5-3 seconds (compared to minutes for electrochromic), uniform tinting, extremely high on-ground thermal insulation, excellent acoustic insulation, multi-zone dimming, replacement for dust panels, integrated electronics, and integrated information displays[102][103] - Vision Systems introduced innovative SPD-Smart EDW solutions such as multi-zone dimming, variable light control with diffuse light/privacy control, interactive information windows (Info-Vision), and cabin partitions[104] - SPD-Smart aircraft windows can block over 99.96% of incoming light, providing sufficient darkness for passengers to sleep during the day, and automatically switch to maximum thermal insulation to keep the cabin cool even when the aircraft is unpowered on the tarmac[120] SPD-Smart Architectural Products SPD-Smart technology is applied in architectural windows, skylights, partitions, and doors, offering rapid switching and superior thermal control - SPD-Smart technology is applied in architectural windows, skylights, partitions, and doors, primarily for professional applications that value its unique performance attributes such as rapid switching, wide visible light transmission range, infinite light control, and custom shapes[122] - Independent tests show SPD-Smart windows offer excellent solar heat blocking and control, reducing solar heat gain by up to 90%, and are more energy-efficient than other dynamic glazing technologies like electrochromic[126] - Smartglass International has completed several high-profile SPD-SmartGlass installations, including retrofit projects at CERN and Associated Press's London TV studios, to optimize daylight harvesting, improve comfort, and preserve views[128] SPD-Smart Marine Products SPD-Smart technology in marine applications provides precise control over light, glare, and heat while maintaining visibility - SPD-Smart technology in marine applications offers window, door, and partition products, enabling users to quickly and precisely control light, glare, and heat while maintaining visibility[130] - Vision Systems showcased its electronically dimmable windows (EDWs) at the Cruise Ship Interiors Expo, including curved dimming solutions, full privacy solutions, and multi-zone EDWs with integrated information displays[132] - Isoclima's VebLite brand SPD-SmartGlass provides solar control and privacy glass products for marine applications, featuring multiple individually operable segments for precise light and privacy control[137] - Vision Systems' SPD-Smart Nuance dimmable marine window won the METS 2012 Design Award, considered the most prestigious design competition in the marine equipment and accessories sector[138] VariGuard SmartGlass VariGuard SmartGlass, a Research Frontiers business unit, protects light-sensitive artifacts in museums and private collections - The VariGuard SmartGlass business unit focuses on protecting artwork and light-sensitive documents in museums and private collections, being the world's first and only display panel that limits artifact light exposure only when viewed[139][141] - Renowned institutions such as the National Museum of Sweden and the Smithsonian National Postal Museum have adopted VariGuard SmartGlass to protect their valuable artifacts[143][145] - The company suspended VariGuard SmartGlass business unit activities on March 14, 2019, and licensed it to a new entity that will continue using the VariGuard SmartGlass name and expand into "hide and display" functions and medical device applications[146] Marketing Activities and Licensee Support Research Frontiers actively promotes the SPD industry and supports licensees through conferences, education, and a dedicated design center - The company actively promotes the SPD industry and supports its licensees by participating in industry conferences, academic discussions, developing educational materials for industry associations, and conducting presentations for architects and designers[148] - The company, with Gauzy, showcased SPD-SmartGlass advantages at CES for automotive, architectural, and consumer electronics industries, including increasing EV range and reducing carbon emissions[149] - Research Frontiers established the SPD-SmartGlass Design Center as the only public platform for direct comparison of SPD technology performance with other light-control technologies, aiming to accelerate market adoption[156][157] Licensees of Research Frontiers Research Frontiers' licensees are categorized by product stage, with end-product licensees typically paying 5-15% royalties, and Gauzy Ltd. expanding significantly - The company's licensees are categorized into film materials, film, glass or plastic lamination, and end-product manufacturers[158] - End-product licensees typically pay 5-15% of net sales as royalties and may be required to pay fees and minimum annual royalties[159] - The company plans to further develop its technology and expand the SPD-Smart product market by entering into additional licensing agreements and providing technical marketing support[160][161] - Gauzy Ltd., after successfully raising $60 million in Series D funding, acquired Research Frontiers' licensee Vision Systems; the combined entity has subsidiaries across six continents, approximately $50 million in revenue in 2021, and over 60 patents[162] Competitive Technologies Electrochromic Technology Electrochromic technology darkens via DC voltage, but SPD technology offers faster response, infinite intermediate states, and superior performance - Electrochromic technology darkens by changing the molecular structure of electrochromic materials with a DC voltage[168] - SPD technology offers significant advantages over electrochromic devices, including faster response times, precise adjustment of infinite intermediate light transmission states, uniform switching speed regardless of size, reliable performance over a wider temperature range, and higher contrast with darker shaded states[169] - Many companies with more resources than Research Frontiers (e.g., 3M, Gentex Corp., Pilkington, PPG Industries, Saint-Gobain) have developed or are developing electrochromic products[170] Liquid Crystal Technology Liquid crystal smart windows typically switch between opaque and clear, with SPD smart windows offering superior clarity, shading, and thermal control - Liquid crystal windows typically switch only between a hazy, opaque milky white and a clear state, producing haze when viewed at an angle, with no useful intermediate states[171] - SPD smart windows offer several advantages over liquid crystal windows, including lower direct and off-angle haze, shading in intermediate tinted states without loss of view, operation over a wider temperature range, lower power consumption, higher contrast, ability to reduce light transmission rather than simply scatter it, and an infinite number of intermediate states with superior solar heat gain control[173] - SPD technology is a film technology applicable to plastic, acrylic, chemically strengthened glass, and glass, and can be used on curved and flat surfaces[172] Research and Development Research Frontiers continuously invests in R&D to improve SPD light-control technology and expand its market applications - The company is dedicated to R&D to improve SPD light-control technology and expand its applications in commercial products such as smart windows, variable light transmission eyewear, self-dimming automotive sunroofs, and displays[176][177] - The company has made significant progress in SPD emulsion stability, light transmission range, film adhesion, durability, and cost reduction, securing multiple patents[178] - Key R&D objectives include developing wider light transmission ranges and faster switching speeds, creating different particle colors, reducing voltage required for SPD operation, acquiring environmental stability and lifetime data, quantifying energy-saving benefits, and continuously improving performance while reducing production costs[181] Research and Development Expenses | Year | R&D Expenses (USD) | | :--- | :--- | | 2022 | 593,000 | | 2021 | 570,000 | Patents and Proprietary Information Research Frontiers invests heavily in developing, licensing, and protecting its intellectual property, holding 14 US and hundreds of foreign patents - The company holds 14 US patents and hundreds of foreign patents, with expiration dates ranging from 2023 to 2037[182] - The company believes its SPD light-control technology is adequately protected by patents and proprietary know-how, further safeguarding confidential information through non-disclosure agreements[183] Rights Plan The company's board adopted and extended a shareholder rights plan until 2033 to protect against hostile takeovers - The company's Board of Directors adopted a shareholder rights plan in February 2013, re-adopted and extended in December 2022, valid until February 11, 2033[184][186] - If any person or group acquires 15% or more beneficial ownership of the company's common stock, each right allows holders (excluding the acquirer) to purchase $80 worth of common stock for $40[186] Available Information The company provides its annual, quarterly, and current reports, along with other SEC filings, free on its website - The company provides its annual reports (Form 10-K), quarterly reports (Form 10-Q), current reports (Form 8-K), and other SEC filings free of charge on its official website, www.SmartGlass.com[188](index=188&type=chunk) Risk Factors The company faces risks including ongoing operating losses, reliance on external funding and licensee commercialization, intense market competition, limited SPD film supply, dependence on key personnel, and inadequate IP protection - The company has incurred net losses since inception, with an accumulated deficit of $122.4 million as of December 31, 2022, and a net loss of $2.7 million in 2022[195] - The company does not directly manufacture SPD technology products, and its profitability depends on the commercialization activities of its licensees and their customers, with no control over their success[198] - The market for SPD-Smart products is highly competitive, with many competitors possessing stronger financial, technical, and marketing resources[201] - Commercial production sources for SPD film are limited, currently primarily supplied by Hitachi Chemical and Gauzy Ltd., and any supply disruption could negatively impact company revenue[203] - The company relies on the services of its directors, executive team, and key scientists, whose loss could significantly harm the execution of its business plans[204] - Failure to maintain effective internal controls over financial reporting could lead to inaccurate or untimely financial information, negatively affecting the company's reputation and stock price[207][209] Unresolved Staff Comments There are no unresolved staff comments requiring disclosure in this report Properties The company leases approximately 9,500 square feet in Woodbury, NY, for its offices, research, and design center, with the lease expiring in 2025 - The company currently leases approximately 9,500 square feet for its administrative offices, research facilities, and SPD-Smart Glass design center[212] - The annual rent was approximately $183,000 in 2022, with the lease expiring on March 31, 2025[212] - The company believes its existing space is adequate for current needs[212] Legal Proceedings The company currently has no pending legal proceedings requiring disclosure under this item - The company currently has no pending legal proceedings requiring disclosure[213] Mine Safety Disclosures Not applicable Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The company's common stock trades on the Nasdaq Capital Market under "REFR," with 33,509,287 shares outstanding as of March 8, 2023 - The company's common stock trades on the Nasdaq Capital Market under the ticker symbol "REFR"[215] - As of March 8, 2023, the company had 33,509,287 shares of common stock outstanding[4][215] Quarterly High and Low Prices of Common Stock for the Past Two Years | Quarter Ended | Low ($) | High ($) | | :--- | :--- | :--- | | March 31, 2021 | 2.65 | 5.66 | | June 30, 2021 | 2.01 | 3.15 | | September 30, 2021 | 1.76 | 3.18 | | December 31, 2021 | 1.65 | 2.63 | | March 31, 2022 | 1.34 | 2.45 | | June 30, 2022 | 1.51 | 2.29 | | September 30, 2022 | 1.55 | 2.85 | | December 31, 2022 | 1.83 | 2.53 | Approximate Number of Security Holders As of March 8, 2023, the company had approximately 312 record holders and 7,100 beneficial holders of its common stock - As of March 8, 2023, the company had approximately 312 record holders and 7,100 beneficial holders of its common stock[216] Dividends The company has not declared or paid cash dividends on common stock in the past two fiscal years and does not anticipate doing so in the foreseeable future - The company has not declared or paid cash dividends on common stock in the past two fiscal years and does not anticipate doing so in the foreseeable future[217] - There are currently no restrictions on dividend payments[217] Issuer Purchases of Equity Securities The company did not make any equity security purchases - The company did not make any equity security purchases[218] Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies The company recognizes revenue under ASC 606, disaggregating license agreements into three performance obligations, and assesses royalty receivables for bad debt - The company recognizes revenue under ASC 606, disaggregating license agreements into three performance obligations: grant of right to use, technical support, and access to new improvements[221] - The value of the grant of right to use is recognized upfront over the contract term, while technical support and new improvements are recognized ratably over the contract term[224] - The company assesses royalty receivables for collectibility and establishes an allowance for doubtful accounts, using the Black-Scholes option pricing model to determine the fair value of equity-based compensation[226][227][229] Recent Global Events The COVID-19 pandemic has negatively impacted the company's revenue due to production delays, with its duration and financial impact currently unquantifiable - Since 2020, the COVID-19 pandemic has negatively impacted the company's revenue, causing production delays for products using its technology[232] - Business disruptions caused by the pandemic may lead to decreased royalty income, with its duration and financial impact currently not reasonably estimable[232] Results of Operations Overview Most of the company's fee income comes from automotive licensees, with revenue influenced by industry trends, new models, and global events - Most of the company's fee income is derived from licensees in the automotive market, which is expected to be the largest source of royalty income in the coming years[233] - The company's revenue is influenced by automotive industry demand trends, new model introductions, SPD-SmartGlass adoption as standard or optional equipment, window size and quantity, and pricing and exchange rate fluctuations[233] - The COVID-19 pandemic has caused product production delays, potentially leading to decreased royalty income, with its duration and financial impact currently not reasonably estimable[236] Year ended December 31, 2022 Compared to the Year ended December 31, 2021 In 2022, fee income significantly decreased due to a one-time settlement in 2021, while operating and R&D expenses rose, leading to an expanded net loss Comparison of Operating Results for 2022 and 2021 | Metric | 2022 (USD) | 2021 (USD) | Change (USD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Fee Income | 536,686 | 1,263,034 | (726,348) | -57.5% | | Operating Expenses | 2,555,689 | 2,521,849 | 33,840 | 1.3% | | R&D Expenses | 609,127 | 580,000 | 29,127 | 5.0% | | Net Investment Loss | (44,219) | (7,537) | (36,682) | 486.7% | | Net Loss | (2,669,349) | (1,846,352) | (822,997) | 44.6% | | Basic and Diluted Net Loss Per Share | (0.08) | (0.06) | (0.02) | 33.3% | - The decrease in fee income in 2022 was primarily due to a one-time settlement with two licensees and a special government contract in 2021[237] - The increase in operating expenses was mainly due to higher bad debt expense, salaries and related costs, and insurance costs, partially offset by lower legal and patent costs[238] - The increase in R&D expenses was primarily due to allocated insurance costs, salaries and related costs, and allocated facility costs[238] Financial Condition, Liquidity and Capital Resources The company funds operations through cash, marketable securities, and equity issuances, with sufficient working capital for over five years, but historically relies on external financing - The company primarily funds its R&D, marketing, and working capital needs through cash, cash equivalents, marketable securities, and proceeds from common stock issuances and option/warrant exercises[241] Summary of Financial Condition for 2022 and 2021 | Metric | December 31, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 4,230,916 | 269,964 | | Working Capital | 4,600,000 (approx) | 3,700,000 (approx) | | Total Shareholders' Equity | 4,800,000 (approx) | 3,800,000 (approx) | | Accumulated Deficit | (122,356,477) | (119,687,128) | - Cash and cash equivalents increased by $3,960,952 in 2022, primarily from $3,450,000 in proceeds from common stock and warrant sales and $2,694,968 from marketable securities sales, partially offset by $2,182,745 used in operating activities[242] - The company anticipates existing working capital will support operations for over five years, but has not generated sufficient revenue from licensees to fully fund its operations since inception[242][243] Inflation The company believes inflation has not had a significant impact on its business - The company believes inflation has not had a significant impact on its business[246] Contractual Obligations As of December 31, 2022, the company had operating lease obligations with a weighted-average remaining lease term of 2.2 years - As of December 31, 2022, the company had operating lease obligations with a weighted-average remaining lease term of 2.2 years[247] Operating Lease Obligation Maturities as of December 31, 2022 | Year | Amount (USD) | | :--- | :--- | | Year 1 | 217,000 | | Years 2-3 | 278,000 | | Years 4-5 | - | | Thereafter | - | | Total Lease Payments | 495,000 | Off-Balance Sheet Arrangements The company has no variable interest entities or other off-balance sheet arrangements - The company has no variable interest entities or other off-balance sheet arrangements[248] Forward Looking Statements This report contains forward-looking statements subject to risks and uncertainties, and readers should not place undue reliance on them - The information in this report contains forward-looking statements, subject to risks and uncertainties, where actual results may differ materially from expectations[249] - Readers should not place undue reliance on these forward-looking statements[249] Financial Statements and Supplementary Data This report includes the company's consolidated financial statements for the years ended December 31, 2022, and 2021 - This report includes the company's consolidated financial statements for the years ended December 31, 2022, and 2021, comprising consolidated balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows[250][265][266] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company has no changes in accountants or disagreements with accountants on accounting and financial disclosure - The company has no changes in accountants or disagreements with accountants on accounting and financial disclosure[251] Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures As of December 31, 2022, management concluded that the company's disclosure controls and procedures were effective - As of December 31, 2022, the company's management assessed and concluded that its disclosure controls and procedures are effective[252] - These controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported timely[252] Management's Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting, which was deemed effective as of December 31, 2022 - The company's management is responsible for establishing and maintaining effective internal control over financial reporting[253] - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[253] - This annual report does not include an attestation report of the company's independent registered public accounting firm regarding the effectiveness of internal control[254] Changes in Internal Control Over Financial Reporting There were no changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect internal control during the three months ended December 31, 2022 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control during the three months ended December 31, 2022[255] Other Information The company has no other information to disclose - The company has no other information to disclose[256] Directors, Executive Officers and Corporate Governance The company has adopted a Code of Ethics for its senior officers and key financial reporting personnel, with additional information provided in the proxy statement - The company has adopted a Code of Ethics applicable to its CEO, COO, Treasurer and CFO, Vice Presidents, and other employees playing a significant role in the financial reporting process[258] - The Code of Ethics is available on the company's website at www.SmartGlass.com[258](index=258&type=chunk) - Other information required by this item will be incorporated by reference from the company's definitive proxy statement, to be filed on or before April 28, 2023[259] Executive Compensation Information required for this item will be incorporated by reference from the company's definitive proxy statement - Information required for this item will be incorporated by reference from the company's definitive proxy statement, to be filed on or before April 28, 2023[260] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required for this item will be incorporated by reference from the company's definitive proxy statement - Information required for this item will be incorporated by reference from the company's definitive proxy statement, to be filed on or before April 28, 2023[261] Certain Relationships and Related Transactions and Director Independence Information required for this item will be incorporated by reference from the company's definitive proxy statement - Information required for this item will be incorporated by reference from the company's definitive proxy statement, to be filed on or before April 28, 2023[262] Principal Accountant Fees and Services CohnReznick LLP is the company's independent registered public accounting firm, with fee information provided in the proxy statement - The company's independent registered public accounting firm is CohnReznick LLP[263] - Information required for this item will be incorporated by reference from the company's definitive proxy statement, to be filed on or before April 28, 2023[263] Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Financial Statement Schedules This report includes the company's consolidated financial statements for the years ended December 31, 2022, and 2021 - This report includes the company's consolidated financial statements for the years ended December 31, 2022, and 2021, comprising consolidated balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows[265][266] Exhibits This section lists various exhibits filed by the company, including organizational documents, agreements, and equity plans - Exhibits include the company's certificate of incorporation, bylaws, stock certificates, shareholder rights agreement, employment agreements, equity incentive plans, lease agreements, and licensing agreements with multiple licensees[268][269][270][271][272][273][274] Form 10-K Summary This report does not contain a Form 10-K summary - This report does not contain a Form 10-K summary[274] Signatures This report has been duly signed by Research Frontiers Incorporated, its President, CEO, and acting CFO, and directors - This report has been duly signed by Research Frontiers Incorporated as required by the Securities Exchange Act of 1934[276] - Signatories include Joseph M. Harary (President, CEO, and acting interim CFO) and directors Darryl Daigle and Alexander Kaganowicz, dated March 9, 2023[277] Report of Independent Registered Public Accounting Firm CohnReznick LLP issued an unqualified opinion on Research Frontiers Incorporated's consolidated financial statements for 2022 and 2021, finding no critical audit matters - CohnReznick LLP issued an unqualified opinion on Research Frontiers Incorporated's consolidated financial statements for the years ended December 31, 2022, and 2021[278] - The audit was conducted in accordance with PCAOB standards, aiming to obtain reasonable assurance about whether the financial statements are free of material misstatement[280] - The auditors found no critical audit matters[282] Consolidated Financial Statements Consolidated Balance Sheets As of December 31, 2022, the company's cash and cash equivalents significantly increased to $4.23 million, while total assets and shareholders' equity also rose Summary of Consolidated Balance Sheets (as of December 31) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 4,230,916 | 269,964 | | Marketable Securities | - | 2,755,111 | | Royalties Receivable, Net | 589,599 | 831,636 | | Total Current Assets | 4,921,488 | 3,949,642 | | Total Assets | 5,366,451 | 4,545,987 | | Total Current Liabilities | 301,863 | 297,936 | | Total Liabilities | 569,586 | 762,064 | | Total Shareholders' Equity | 4,796,865 | 3,783,923 | | Accumulated Deficit | (122,356,477) | (119,687,128) | - As of December 31, 2022, cash and cash equivalents significantly increased to $4,230,916 from $269,964 in 2021[285] - Marketable securities decreased from $2,755,111 in 2021 to $0 in 2022[285] - Total assets increased from $4,545,987 in 2021 to $5,366,451 in 2022[285] - Total liabilities decreased from $762,064 in 2021 to $569,586 in 2022[285] Consolidated Statements of Operations In 2022, fee income declined significantly, while operating and R&D expenses increased, leading to an expanded net loss of $2.67 million Summary of Consolidated Statements of Operations (as of December 31) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Fee Income | 539,686 | 1,263,034 | | Operating Expenses | 2,555,689 | 2,521,849 | | R&D Expenses | 609,127 | 580,000 | | Operating Loss | (2,625,130) | (1,838,815) | | Net Investment Loss | (44,219) | (7,537) | | Net Loss | (2,669,349) | (1,846,352) | | Basic and Diluted Net Loss Per Share | (0.08) | (0.06) | - Fee income decreased by 57.3% year-over-year to $539,686 in 2022[288] - Net loss expanded by 44.6% year-over-year to $2,669,349 in 2022[288] Consolidated Statements of Shareholders' Equity Total shareholders' equity increased to $4.8 million in 2022, driven by equity issuances and stock-based compensation, partially offset by net loss Summary of Consolidated Statements of Shareholders' Equity (as of December 31) | Metric | December 31, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | Common Stock Shares | 33,150,396 | 31,650,396 | | Common Stock Amount | 3,315 | 3,165 | | Additional Paid-in Capital | 127,150,027 | 123,467,886 | | Accumulated Deficit | (122,356,477) | (119,687,128) | | Total Shareholders' Equity | 4,796,865 | 3,783,923 | - Total shareholders' equity increased from $3,783,923 in 2021 to $4,796,865 in 2022[291] - Proceeds from common stock and warrant issuances totaled $3,450,000 in 2022, with stock-based compensation expense of $232,291[291] Consolidated Statements of Cash Flows In 2022, net cash used in operating activities increased, while investment activities generated cash, leading to a net increase in cash and cash equivalents Summary of Consolidated Statements of Cash Flows (as of December 31) | Cash Flow Type | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (2,182,745) | (1,804,293) | | Net Cash Flow from Investing Activities | 2,693,697 | (2,784,710) | | Net Cash Flow from Financing Activities | 3,450,000 | 86,262 | | Net Increase (Decrease) in Cash and Cash Equivalents | 3,960,952 | (4,502,741) | | Cash and Cash Equivalents, End of Period | 4,230,916 | 269,964 | - Net cash used in operating activities was $2,182,745 in 2022, an increase from $1,804,293 in 2021[294] - Net cash provided by investing activities was $2,693,697 in 2022, primarily from marketable securities sales, compared to a net outflow of $2,784,710 in 2021[294] - Net cash provided by financing activities was $3,450,000 in 2022, mainly from the issuance of common stock and warrants[294] Notes to Consolidated Financial Statements (1) Business and Basis for Presentation Research Frontiers develops and markets SPD light-control technology, funding operations through equity and royalties, but has incurred continuous losses - Research Frontiers focuses on developing and marketing SPD light-control technology for smart windows, automotive, aerospace, marine, and appliance applications[297] - The company primarily funds R&D, marketing, and working capital needs through common stock issuances, option and warrant exercises, and royalty fees[298] Financial Condition as of December 31, 2022 | Metric | Amount (USD) | | :--- | :--- | | Working Capital | approx 4,600,000 | | Cash and Cash Equivalents | approx 4,200,000 | | Shareholders' Equity | approx 4,800,000 | | Accumulated Deficit | approx 122,400,000 | - The company has incurred losses since inception and expects to continue doing so, with the COVID-19 pandemic negatively impacting revenue[298][302] (2) Summary of Significant Accounting Policies Cash and Cash Equivalents The company classifies securities with original maturities of three months or less as cash equivalents, primarily money market accounts - The company classifies securities with original maturities of three months or less as cash equivalents, primarily consisting of investments in money market accounts[304] - As of December 31, 2022, the company had approximately $2.7 million in deposits exceeding federal insurance limits[305] Marketable Securities Marketable securities are classified as trading, available-for-sale, or held-to-maturity, with trading securities measured at fair value - The company classifies marketable securities as trading, available-for-sale, or held-to-maturity, with trading securities measured at fair value and unrealized gains/losses recognized in current earnings[306] - As of December 31, 2022, the company only invested in cash and cash equivalents, incurring a realized loss of $60,143 from marketable securities sales[308] Trading Marketable Securities as of December 31, 2021 | Investment Type | Investment Value (USD) | | :--- | :--- | | Putnam Short Duration Bond | 1,972,736 | | Putnam Ultra Short Duration Income | 782,375 | | Total | 2,755,111 | | Unrealized Loss | 28,522 | Royalties Receivable Royalties receivable are recorded at amounts specified in license agreements, with an allowance for doubtful accounts based on collectibility assessments - Royalties receivable are recorded at amounts specified in license agreements, with an allowance for doubtful accounts established to estimate uncollectible amounts[309] - As of December 31, 2022, one company accounted for 14% of accounts receivable; in 2021, two companies accounted for 14% and 11%, respectively[310] Fixed Assets Fixed assets are stated at cost less accumulated depreciation and amortization, calculated using the straight-line method - Fixed assets are stated at cost less accumulated depreciation and amortization, with depreciation and amortization calculated using the straight-line method[311] Revenue Recognition/Fee Income The company recognizes revenue under ASC 606, disaggregating license agreements into three performance obligations, with most income from the automotive market - The company recognizes revenue under ASC 606, disaggregating license agreements into three performance obligations: grant of right to use, technical support, and access to new improvements[313][315] - The value of the grant of right to use is recognized upfront over the contract term, while technical support and new improvements are recognized ratably over the contract term[319] - Most of the company's license fee income is derived from the automotive market, influenced by automotive industry demand trends, new model introductions, SPD-SmartGlass applications, window size and quantity, and pricing and exchange rate fluctuations[323] - As of December 31, 2022, the company had one multi-year license agreement with $123,000 in revenue expected to be recognized in the future[324] Major Licensee Fee Income Percentage for 2022 and 2021 | Year | Licensee 1 | Licensee 2 | Licensee 3 | Licensee 4 | | :--- | :--- | :--- | :--- | :--- | | 2022 | 28% | 23% | 13% | 11% | | 2021 | 20% | 18% | 18% | 12% | Basic and Diluted Loss Per Common Share Basic loss per share excludes dilutive effects, and diluted loss per share equals basic loss per share due to anti-dilutive securities - Basic loss per share excludes any dilutive effects and is calculated based on the weighted-average number of common shares outstanding[328] - Diluted loss per share equals basic loss per share because all potentially dilutive securities (options and warrants) were anti-dilutive in 2022 and 2021[328] - The number of options and warrants not included in the calculation was 4,146,951 in 2022 and 2,599,701 in 2021[328] Research and Development Costs Research and development costs are expensed as incurred - Research and development costs are expensed as incurred[329] Patent Costs The company expenses costs associated with patent development or acquisition due to uncertainty of recoverability - The company expenses costs associated with patent development or acquisition due to the uncertainty of recoverability[330] Use of Estimates Preparing consolidated financial statements requires management to make estimates and assumptions, and actual results may differ - Preparing consolidated financial statements requires management to make estimates and assumptions related to reported amounts of assets and liabilities and disclosure of contingent liabilities[331] - Actual results may differ from these estimates[331] Income Taxes Income taxes are accounted for using the balance sheet method, with a full valuation allowance against deferred tax assets due to historical losses - Income taxes are accounted for using the balance sheet method, with deferred tax assets and liabilities recognized for future tax consequences[332] - The company has incurred losses since inception, thus no income tax expense has been recognized, and a full valuation allowance has been provided against deferred tax assets[332][346] - The company does not believe any uncertain tax positions exist as of December 31, 2022, and 2021[333] Equity-Based Compensation The company expenses all equity-based compensation at fair value on the grant date, using the Black-Scholes model for stock options - The company expenses all equity-based compensation in its consolidated financial statements, measured at fair value on the grant date[335] - The company uses the Black-Scholes option pricing model to determine the fair value of stock options, incorporating assumptions such as expected stock price volatility, option term, risk-free interest rate, and dividend yield[337] Equity-Based Compensation Expense | Year | Equity-Based Compensation Expense (USD) | | :--- | :--- | | 2022 | 232,291 | | 2021 | 217,008 | Restricted Stock Compensation cost for restricted stock is measured at the market price of common stock on the grant date and recognized over the vesting period - Compensation cost for restricted stock is measured at the market price of the company's common stock on the grant date and recognized over the vesting period[339] - The company did not issue restricted stock to directors and employees in 2022 and 2021[360] Impairment of Long-Lived Assets The company reviews long-lived assets for impairment indicators, with no impairment recorded in 2022 and 2021 - The company reviews long-lived assets to determine if indicators of impairment exist[340] - No impairment of long-lived assets was recorded in 2022 and 2021[340] Fair Value Measurements The fair value of the company's financial assets and non-warrant liabilities approximates their carrying value due to their short-term maturities - As of December 31, 2022, and 2021, the fair value of the company's financial assets and non-warrant liabilities (including cash and cash equivalents, marketable securities, royalties receivable, accounts payable, and accrued expenses) approximates their carrying value due to the short-term nature of these instruments[341] Recent Accounting Pronouncements The company believes new accounting pronouncements not yet effective will not significantly impact its consolidated financial statements - The company believes that new accounting pronouncements not yet effective will not have a material impact on its consolidated financial statements[342] (3) Fixed Assets As of December 31, 2022, net fixed assets decreased to $65,388, primarily comprising equipment, trade show materials, and leasehold improvements Fixed Assets and Their Estimated Useful Lives (as of December 31) | Asset Category | 2022 (USD) | 2021 (USD) | Estimated Useful Life | | :--- | :--- | :--- | :--- | | Equipment and Furniture | 1,392,365 | 1,391,094 | 5 years | | Trade Show Materials | 775,654 | 775,654 | 5 years | | Automobile | 53,764 | 53,764 | 5 years | | Leasehold Improvements | 584,967 | 584,967 | Lease term or estimated asset life (whichever is shorter) | | Total | 2,806,750 | 2,805,479 | | | Less: Accumulated Depreciation and Amortization | (2,741,362) | (2,712,525) | | | Net Value | 65,388 | 92,954 | | - As of December 31, 2022, the company's net fixed assets were $65,388, a decrease from $92,954 in 2021[344] (4) Accrued Expenses and Other As of December 31, 2022, total accrued expenses were $34,379, mainly for salaries, bonuses, and professional services Composition of Accrued Expenses (as of December 31) | Category | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Salaries, Bonuses, and Related Benefits | 29,219 | 45,725 | | Professional Services | 4,800 | 3,300 | | Other | 360 | 360 | | Total | 34,379 | 49,385 | - As of December 31, 2022, total accrued expenses were $34,379, a decrease from $49,385 in 2021[345] (5) Income Taxes The company has incurred losses since inception, resulting in no income tax expense and a full valuation allowance against deferred tax assets - The company has incurred losses since inception, thus no income tax expense has been recognized, and a full valuation allowance has been provided against deferred tax assets[346][350] - The 2017 Tax Cuts and Jobs Act requires R&D costs incurred after December 31, 2021, to be capitalized and amortized; the company capitalized $609,000 of R&D expenses in 2022[348] - The 2022 Inflation Reduction Act is not expected to have a material impact on the company's consolidated financial statements[349] Deferred Tax Assets and Liabilities (as of December 31) | Category | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Deferred Tax Assets: | | | | Depreciation | 109,000 | 106,000 | | Allowance for Doubtful Accounts | 248,000 | 218,000 | | Net Operating Loss Carryforwards | 13,561,000 | 14,114,000 | | Equity-Based Compensation Expense | 334,000 | 355,000 | | R&D and Other Credits | 891,000 | 945,000 | | Lease Liabilities | 99,000 | 138,000 | | Amortization | 130,000 | - | | Total Deferred Tax Assets | 15,372,000 | 15,876,000 | | Deferred Tax Liabilities: | | | | Lease Liabilities | 69,000 | 101,000 | | Other Temporary Differences | - | 22,000 | | Total Deferred Tax Liabilities | 69,000 | 123,000 | | Valuation Allowance | (15,303,000) | (15,753,000) | | Net Deferred Tax | - | - | - As of December 31, 2022, the company had approximately $63,370,000 in federal income tax net operating loss carryforwards, with about $52,927,000 expiring between 2023 and 2037, and approximately $10,443,000 generated since 2018 that can be carried forward indefinitely but cannot offset more than 80% of taxable income[351] (6) Shareholders' Equity Common Stock and Warrants In 2022, the company raised $3.45 million from issuing common stock and warrants, continuing to issue shares from option and warrant exercises