Saturday, March 19, 2005

What's in it for them, anyway?

So why would they do it? What could make the people running this company accept, even appear content with, an unbroken string of 39 years of consecutive losses?

The answer is really no mystery. For running a company with net margins of roughly minus 2000%, Robert Saxe, chairman, treasurer and founder, takes down a salary of $434,000 in 2003, while president, COO and general counsel Joe Harary collected $390,000 that year. (2004 salaries have not yet been revealed.) Put another way, these two employees collected in salary in 2003 slightly more than the company's last four years of revenue.

Given that those two are the ones basically running the show (Harary more so as of late than Saxe, who is rapidly approaching retirement), it's not particularly hard to figure out why they're pretty well content with the status quo. We all should be able to collect that kind of money for accomplishing so little!

Now, how the board of directors, and the shareholders, are kept happy with such a state of affairs, is another matter. For another post.

Friday, March 18, 2005

Silence is Relative

From the promotional message boards:

"Were you paying attention when Joe said that THIS week two licensees had contacted Joe with requests that the company remain silent about certain customer' plans?"
Maybe it's just me, but blabbing that you were asked to remain silent, isn't my idea of remaining silent.

Thursday, March 17, 2005

Boring

Joe Harary seems to have found the way to critic-proof his conference calls, and that is to speak in such a dull tone that it's next to impossible to listen to the whole thing and stay awake.

At any rate, in between bouts of unconsciousness I did hear snippets where he hangs on tenaciously to the idea of paying dividends (words fail), while admitting that they have no control over when or if the licensees will come out with products. (Something about the licensees being concerned about quality control -- the nerve!) There was also some discussion about last year's shutdown of SPD Inc. Best I could tell, Harary's story was that he basically seemed to have no idea what went wrong or why they chose to close up shop, much less why they couldn't have simply switched over to the "new" process for making SPD (actually developed in 1998).

Maybe a little more detail tomorrow.

What won't happen at this year's call

This was an amusing exchange from the previous annual conference call, from 2003 (there was no conference call in 2004). Doubtless, anything like this will not be permitted to occur this afternoon.

Unofficial Transcript of a portion of the 3/31/03 REFR conference call:

[TRANSCRIPT REFERS TO MR. LEVITSON AS HECKLER #1, FOR REASONS THAT SHOULD BECOME OBVIOUS]

BEGIN 28:35

Moderator: Sir, your first question comes from Andrew Levitson (?) of Levitson (?) Asset management. Sir, please state your question.

Heckler #1: Hi. Do you have a revenue forecast for the next year?
Joe H.: No, we don't. Basically, our revenue forecasts would require us to reveal projections made by our licensees and some of these licensees don't separately report sales or even projections for specific product lines, so, and some of them are private companies.
Heckler #1: All right. All right. Do you ever expect to have revenue over half a million dollars?
Joe H.: Of course we do. We expect to have substantially higher revenue income this year, in excess of half a million, which is what you indicated.
Heckler #1: Okay, because revenue in 1991 were $352,000. Revenues eleven years later are $217,000 and you are working on an advanced technology but in eleven years the internet has come and gone, cell phones have come and gone, satellite TV, laptops, and God knows what else and this company continues to generate no revenue, just fraudulently issues press releases every week. Do you have any comment on that?
Joe H.: I guess I feel how General Tommy Franks may feel getting a question from Al Jazeera. First of all...
Heckler #1: Yes Tommy Franks is not a criminal though.
Joe H.: Yes. I think you are getting abusive sir and I also think there are many legitimate questions that probably should be answered. As far as the change in royalty income, I will say that part of it depends on the minimum royalties paid by our licensees and you sited a particular year when royalty income was high but not at its highest and basically, in some cases licensees will pay substantial amounts to become licensees.
Heckler #1: Did it ever exceed half a million dollars really?
Joe H.: Right. With products that only came out last year I don't expect it would have.
Heckler #1: Yes but you have been working on this for what, at least eleven years UNINTELLIGIBLE (of SPD?) financials as far as I can tell. And then probably another fifteen more if we went back and look, and you expect this technology to be...
Joe H: We went public in 1986. We spent $46 million to date to develop the technology and I think if you compare the development times to other broad based enabling technologies sometimes it takes a while for these products to come out in the market.
Heckler #1: After twenty years?
Joe H.: The photocopier took twenty-seven years. The light bulb actually took sixty years before it happened and I can give you other examples.
Heckler #1: So you are comparing yourself to the light bulb? UNITELLIGIBLE
Joe H.: I am comparing ourselves to other broad based enabling technologies, yes sir. I think I'd like to take the next question.

31:35 END

Russell reveries

I said at the outset I'd be taking a lot of cues from the message boards for my topic of choice. On this occasion, I want to address a recent example of the inexplicable themes that pop up there from time to time.

Re: Today even institutions bought
by: watchitgo2
Long-Term Sentiment: Strong Buy
03/16/05 10:11 pm
Msg: 194707 of 194736

Dukey, Did you understand Blue is BUY and Red is sell? And the pie graph shows 21% institutional BUYS. Or about 11,000 shares. That was today. Did you also note the 1 month almost exclusive...BLUE BUY signals?

This Qtr. nearing the end, BIG MONEY has been lurking. The sudden spike up and activity has brought more and more interest.

The Russell index will include REFR again, so the volume will increase toward end of this month. Shorty is over-extended as price rises.

As of year end 2004 Note: Botti Brown and Morgan Stanley.

http://www.nasdaq.com/asp/Holdings.asp?symbol=REFR%60&selected=REFR%60

Also note an eerie coincidence an almost exact mirror of the same time 2 years ago....The sudden drop and rapid recovery..a slight pullback, then another sharp climb. This climb may stick and settle???

http://finance.yahoo.com/q/bc?s=REFR&t=5y


Buh BUY

"The Russell index will include REFR again"!!??

Let me explain my incredulity.

The Russell index, or, more precisely, the Russell 3000 Index, is designed to consist of the 3000 largest publicly trading American companies. (Foreign companies trading on the American exchanges are explicity excluded.) This index, as well as its subindexes, the 1000 and 2000 (referring to the the top 1000 and bottom 2000 of the total 3000), are very popular indexes that are tracked by fairly substantial numbers of index funds.

When REFR fell below the threshold of the Russell 3000 last year, the resulting selloff of an aggregate of over half a million shares steadily crushed its price from $10 to the $6 range it remains in today. So, needless to say, the shareholders dream of REFR's restoration to the Russell, so that all those funds will have to buy all those shares back, at what they expect will be much higher prices than where they sold.

There are, of course, a few problems with this scenario.

The first problem is the premise that all they have to do is get back onto the index, and half a million shares of instant demand will show up. Not exactly true. Most index funds do not have the capital to own positions in all 2000 companies of the "small-cap" Russell 2000, much less the full Russell 3000. Instead they purchase what they term a "representative sample" of the index. How this sample is determined varies from fund to fund and is no doubt kept quite secret, but one common method appears to be longevity on the index. REFR was on the Russell for four years, and each year they made the cut, they were rewarded with a small surge in buying around the reconstitution date. If that holds true, then REFR, even if they were to make the index, would be back to "year one" with the funds, which would mean only a relatively small amount of index buying, maybe 100,000 shares or so.

Of course, the bigger problem is the matter of REFR's prospects for getting back onto the Russell in the first place. The cutoff for last year's Russell index was around $175 million in market capitalization. REFR's current market cap, counting the shares issued in the most recent filing, is a little over $80 million. So right off the bat, REFR needs to pull at least a double, between now and May 31st, to even be in the running for inclusion on the Russell.

Okay, so maybe it's a longshot, but if they get just the right bit of news and catch some institutional interest, maybe they have a shot, right? Well... there's still a problem. About a million problems, actually.

Last month, REFR closed a financing deal, placing 1,000,000 shares with four anonymous hedge funds at a price of $5.00 each. The funds also received 200,000 warrants, or options, to purchase more shares at $7.50 each.

Now, the perception one gets from the message boards is that your average individual REFR investor is rabidly loyal to the company and wouldn't consider selling a share for anything less than a truly obscene profit. Whether or not that's true, that most certainly does not apply to managers of hedge funds. You don't get wealthy people to trust you with their millions, by having a tendency to get "religion" on a single security. You're expected to invest in what works. Saying that a story could take ten years, or even one year, to play out, doesn't hold water with hedge fund investors. They're paying you to make money for them now. And if you don't, they'll find someone else to do it.

So the idea that, in the event that the price does somehow shoot up to $8, $9, $10, the hedge funds will just sit tight and not take the gorgeous profits being handed to them at those levels, is a highly absurd one.

And even if, somehow, the stock rises so quickly that even the hedge fund profit taking can't blunt its rise, guess who will be there and much more than happy to sell the index funds all the shares they care to purchase? Our hedge fund friends, of course.

So there's just one of a long series of fantasies held by the message board promoters of REFR. There will be much more to come, but for now, we've got more official fantasies coming up, in the form of the annual conference call. See you back for that!

Wednesday, March 16, 2005

Dig that kooky business model

One of the more amazing things about REFR is its almost completely passive business model. By design, they take no part in the design, manufacture, marketing or sales of any SPD product.

Have you ever seen those ads for "turnkey businesses"? The one running right now is for wireless Internet hotspots; in the past it might have been pay phones or coffee and snack machines. The idea, we are told, is that once you're up and running, all that you have to do is show up and collect the cash from the machine. Easy money! (I'm being slightly unfair in my facetiousness here -- I know people who can, and have, made such businesses work for them. But they're definitely not for everyone.)

That's basically what REFR is: an overgrown turnkey business masquerading as a public company. Their business plan -- and, make no mistake, they're proud of this -- is for other companies, their licensees, to do all the work necessary to develop, market, sell, and support (to say nothing of accepting full liability for) products using SPD technology, while they sit back and collect the royalty checks.

Nice work if you can get it. Of course, looking at REFR's bottom line, you might conclude that it's not working out the way REFR would like. In a sense, you'd be both right and wrong.

It's not that companies based primarily around a licensing model can't work. Qualcomm, for example, makes millions licensing its CDMA technology. Of course, Qualcomm takes an interest in its licensees' activities, helping them to design their products, keeping the standards up to date, even helping licensees raise capital if necessary.

REFR, of course, does none of this. (They did have an investment in SPD Inc., but that licensee no longer exists.) No, they literally plan to just sit back and wait for the cash to start rolling in. Failing that, they're content to sit back and let their investor-funded salaries roll in.

But that gets us into a topic that deserves its own post.

The results are in

...and it's very much not a shocker.

REFR filed its 10-K this evening, showing a loss of $4,262,741 on revenues of $201,321 for the fiscal year 2004.

Tomorrow, the drumbeat of "forget the results, just focus on what we're telling you is going to happen next, and above all please forget we were just as enthusiastic and optimistic last year and every previous year of staggering losses" begins.

And so it goes.

Flirting with legitimacy

Not everything REFR has done has been a cynical attempt to fool someone. In 2003 and early 2004, REFR, for a few shining months, flirted with legitimacy and had their SPD film shown off by a major corporation in some potentially very high-profile showcases.

Yet, as with everything else related to REFR, it all came to naught.

The corporation in question was no less than automaker Daimler-Chrysler. In September 2003, the news broke, in the form of a DCTV film (intended primarily for internal consumption) showing off the new TopSky feature on a model of Setra bus. The TopSky looked like it might be SPD (the common shorthand for suspended particle devices), and, about a week later, a press release from REFR confirmed that it was! The stock soared as high as $16 on the news.

Then, inexorably, it fell back. Followup on TopSky was scarce. Eagle-eyed researchers noticed that TopSky didn't quite come off as well in the film as a first glance would indicate. The large roof panel darkened unevenly, and the change in transparency wasn't nearly as great as it was on the small demo panel also seen in the film. Furthermore, there was what looked like a conscious attempt to "juice" the apparent effect of SPD, timing the SPD darkening of the sunroof to coincide with the sun going behind a cloud. Ultimately, the stock settled around $9 for most of that autumn.

But there was a second string to this bow, and it emerged in January 2004: Daimler was showing off an SPD sunroof on their headliner concept vehicle, the Jeep Rescue, at the North American International Auto Show! Finally, this was SPD's golden opportunity to break into the big time on the world stage! The stock once again soared into the low teens.

But once again, there were problems. Only REFR was pointing out the SPD sunroof. Daimler was silent about it. Indeed, Daimler even seemed to go out of their way to keep the SPD sunroof out of the spotlight. Nearly every photo of the Rescue was taken either level on, or down from below roof level. Promoters tittered that Daimler was setting up for the big showoff of what the roof could do later in the show, but that never happened. The SPD sunroof was never mentioned by Daimler, much less demonstrated. Only one very observant show reporter even referred to it. SPD, to shareholders' consternation, was dwelling in obscurity even in plain sight of the world.

A review of the REFR press release revealed additional worries. SPD Inc., the joint venture with Hankuk that supplied the SPD glass for the Setra, was not even mentioned in the Rescue press release. Taking its place was Inspectech Aero Services, a licensee that had never before been associated with the auto industry. (There's much more to tell about Inspectech, but that's for a later entry.)

REFR stock continued to rally well, though, but a few weeks later, it began to falter. Its agreement with source of funding, an obscure outfit known as Ailouros Ltd., ran out, and the promotional efforts of the company fell silent.

Then in April 2004, the bombshell hit. SPD Inc., the great white, er, blue hope for the promotion of SPD technology, was shutting down. REFR had been writing off the joint venture a little at a time, and in March, the writeoff became complete. Strangely, REFR's loss in the venture was total, and it got no share of the proceeds from sale of the equipment SPD Inc. supposedly owned to make the SPD film. Shares of REFR steadily declined all summer from $11 down to $6.

Thus passed into history REFR's closest approach to the big time to date. Other licensees have since been recruited to fill the void left by SPD Inc., but it's anybody's guess when an opportunity like Daimler will come again for REFR.

Tuesday, March 15, 2005

A good starter page

REFR critic long_or_short_of_it on the Yahoo! REFR message board has developed an excellent web page on REFR's defunct joint venture with Hankuk Glass (Korea), SPD Inc. (as well as barely-solvent licensee Thermoview Industries), another about the company's performance bonus plan that was based on the company share price (back in 2000, when stock price was a much easier thing to buy), and the text of a letter he wrote to REFR's auditor, KPMG.

What is REFR and why is it of interest?

REFR is the stock symbol of Research Frontiers Inc., of Woodbury, NY. In this blog "REFR" will be the shorthand method of referring to the company.

REFR is a very unique company in a lot of respects, the foremost one being that is has been in business for just under 40 years, including 18 as a public company, without posting a single profitable quarter.

This fact might be somewhat understandable in a fledgling biotech company, where it is well understood that a product may be years away, and even then might be shot down at some point during the testing phases.

But REFR is no biotech. Their product, so to speak, is a technology called suspended particle devices, on which they hold various patents, and license them out to various companies in the hope that they will decide to produce and/or market products based on the technology, of their own volition.

In nearly four decades, this has not happened. But that's not the surprising part. The surprising part is, the company has consistently sought to leave the impression that the four decades of futility are not only about to end, but to end in a way so spectacular it will immediately vindicate every person who ever had faith in the company.

Ding, ding! The train's leaving the station, better get on board now!

Sound familiar?

I'm certain it does, if you've ever done any research into stock promotional outfits and the grey world of stock fraud.

There are so many facets to this story that I strongly suspect it will provide years of material, or at least for as long as this blog is allowed to continue to exist. Not that I expect immediate trouble for these words, but you know how companies can get when someone treads on their toes the wrong way.

The primary visible thrust of the effort in promoting REFR stock is through the message boards on Yahoo! and Silicon Investor. As such I will be deriving the bulk of my topic choice from what is being discussed there.

Tomorrow, March 16th, is the deadline for REFR to file its 10-K annual report to the SEC. A conference call to discuss the results, such as they are, is scheduled for after the market close on Thursday, St. Patrick's Day, March 17th. I'm sure there will be plenty to talk about then, if I don't get to it sooner.

One last thing, my "name", Bamass, was adopted from the description of a mythical organization dedicated to criticism, or "bashing" of public companies, invented by one of REFR's promoters. It stands for Bashers And Manipulators ASSociation. It's intended as derogatory, but as I'll soon show, being derided by this lot is more a badge of honor than anything else.