SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization) (IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of May 11, 2000, there were outstanding 12,086,871 shares of
Common Stock, par value $0.0001 per share.
THE INFORMATION CONTAINED HEREIN HAS BEEN
RESTATED ON MARCH 30, 2001 TO REFLECT A NON-CASH
ACCOUNTING CHARGE RESULTING FROM WARRANTS
GRANTED TO A CONSULTANT IN 1994 TO PURCHASE
25,000 SHARES OF COMMON STOCK. SUCH WARRANTS
VESTED DURING MARCH OF 2000 (SEE NOTES TO
FINANCIAL STATEMENTS).
RESEARCH FRONTIERS INCORPORATED
Balance Sheets
March 31,2000
Assets (Unaudited) Dec.31,1999
Current assets:
Cash and cash equivalents $ 16,341,760 8,142,569
Marketable investment securities-held-to-maturity 1,246,083 1,246,083
Receivable from warrant exercise pending settlement -- 222,549
Salary advance to officer 92,501 66,445
Royalty receivable 172,950 --
Prepaid expenses and other current assets 32,147 17,491
Total current assets 17,885,441 9,695,137
Fixed assets, net 331,953 319,321
Deposits and other assets 22,605 22,605
Total assets $ 18,239,999 10,037,063
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 155,177 158,702
Deferred revenue 120,330 46,154
Accrued expenses 503,512 324,471
Total liabilities 779,019 529,327
Shareholders' equity:
Capital stock, par value $0.0001 per share; authorized
100,000,000 shares, issued and outstanding 12,097,671
shares and 11,523,900 shares 1,210 1,152
Additional paid-in capital 52,251,401 39,750,276
Accumulated deficit (34,638,670) (30,090,731)
17,613,941 9,660,697
Notes receivable from officers (152,961) (152,961)
Total shareholders' equity 17,460,980 9,507,736
Total liabilities and shareholders' equity $ 18,239,999 10,037,063
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Operations
(Unaudited)
Three months ended
March 31,2000 March 31,1999
Fee income $ 98,774 50,625
Operating expenses 1,397,830 376,039
Research and development 667,112 430,838
Non-recurring non-cash compensation expense 2,770,000 --
4,834,942 806,877
Operating loss (4,736,168) (756,252)
Net investment income 188,229 66,427
Net loss $ (4,547,939) (689,825)
Basic and diluted net loss per common share $ (.38) (.06)
Weighted average number of
common shares outstanding 11,948,705 10,940,549
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Cash Flows
(Unaudited)
Three months ended
March 31,2000 March 31, 1999
Cash flows from operating activities:
Net loss $ (4,547,939) (689,825)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 24,696 19,884
Expense relating to issuance of
contingent performance options 2,770,000 --
Expense relating to issuance of stock
and warrants for services performed 543,782 --
Changes in assets and liabilities:
Salary advance to officer (26,056) --
Royalty receivable (172,950) (50,000)
Prepaid expenses and other current assets (14,656) (43,583)
Deferred revenue 74,176 9,375
Accounts payable & accrued expenses 175,516 (12,624)
Net cash used in operating activities (1,173,431) (766,773)
Cash flows from investing activities:
Purchase of fixed assets (37,328) (4,353)
Net cash used in investing activities (37,328) (4,353)
Cash flows from financing activities:
Proceeds from issuances of common stock 9,409,950 264,001
Purchase of treasury stock -- (72,525)
Net cash provided by financing activities 9,409,950 191,476
Net increase (decrease) in cash and cash equivalents 8,199,191 (579,650)
Cash and cash equivalents at beginning of year 8,142,569 5,403,283
Cash and cash equivalents at end of period $16,341,760 4,823,633
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Financial Statements
March 31, 2000
(Unaudited)
Basis of Presentation
The financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial
position, results of operations, and cash flows for the interim
periods to which the report relates. The results of operations for
the three-month period ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full year. The notes
included herein should be read in conjunction with the notes to the
financial statements of the Company as of December 31, 1999 and
for the three years then ended, included in the Company's Annual
Report on Form 10-K.
Business
Research Frontiers Incorporated (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 microscopic particles that are either
incorporated within a liquid suspension or a film, which is usually
enclosed between two glass or plastic plates, having transparent,
electrically conductive coatings on the facing surfaces thereof. At
least one of the two plates is transparent.
Patent Costs
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
Deferred Revenue
The Company has entered into a number of license agreements
covering potential products. The Company receives minimum
annual royalties under certain license agreements and records fee
income for the amounts earned by the Company. Certain of the
fees are paid to the Company in advance of the period in which
they are earned resulting in deferred revenue.
Shareholders' Equity
Issuance of Common Stock
For the three months ended March 31, 2000, the Company
received $9,409,950 of net cash proceeds from (i) the issuance of
45,775 shares of common stock issued upon the exercise of
options resulting in net proceeds of $368,481 and (ii) 526,983
shares of common stock issued upon the exercise of warrants
resulting in net proceeds of $9,041,469. In addition, 1,013 shares
were issued to a director in payment of $13,000 in directors fees.
For the three months ended March 31, 1999, the Company
received $264,001 of net cash proceeds from the issuance of
33,889 shares of common stock from the exercise of warrants.
Treasury Stock
For the three months ended March 31, 1999, the Company
purchased in the open market and subsequently retired 10,000
shares of treasury stock with an aggregate cost of $72,525.
Issuance of Warrants
During 1999, the Company issued warrants to purchase 50,000
shares at prices ranging from $9.00 to $21.00 per share in payment
for investor relations services provided to the Company, which
will vest 10,000 shares per quarter commencing April 1, 1999 if
the agreement regarding the provision of such services remains in
effect. The Company recorded $4,584 of expense in connection
with the issuance of these warrants during the three months ended
March 31, 2000.
Contingent Performance Options
During 1999, the Company granted 237,800 contingent
performance options to employees, which vest only, if a certain
performance milestone in the price of the Company's common
stock is achieved during 2000. The Company is required to
account for these options as a variable plan under APB Opinion
No. 25. Accordingly, from the point in time that it appears
probable that such milestone will be achieved, the Company is
required to recognize non-cash compensation expense each period
from the date of grant through the vesting date based on the quoted
market price of the stock at the end of each period. Non-cash
compensation expense recognized during the quarter ended March
31, 2000 in connection with these options was $2,770,000 utilizing
the stock price on March 31, 2000 of $29.50. The charges
recorded as a result of the issuance of these performance options
are calculated based upon changes in the Company's stock price as
of the end of each quarter, and are non-cash accounting charges.
Had the non-cash compensation expense recognized in connection
with these options been calculated using the closing stock price of
$19.0625 as of May 10, 2000, the charge would have been
$1,770,000 lower.
Comprehensive Income
The Company accounts for its comprehensive income under the
provisions of Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income." (Statement 130).
Statement 130 requires that companies disclose comprehensive
income, which includes net income, foreign currency translation
adjustments, minimum pension liability adjustments, and
unrealized gains and losses on marketable securities classified as
available-for-sale. Because the Company did not have any foreign
currency translation adjustments, minimum pension liability
adjustments, or unrealized gains or losses on marketable securities
classified as available-for-sale, for the three months ended March
31, 2000 and 1999, comprehensive loss equaled the net loss of
$4,547,939 and $689,825, respectively.
Performance Bonus Plan
In December 1999, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on
July 1, 2000 and January 1, 2001 equal to approximately 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2000. Bonuses are capped at a recipient's salary
in the case of employees of the Company, and are currently capped
at $55,000 in the case of non-employee directors of the Company.
Based on the increase in the Company's market capitalization for
the three months ended March 31, 2000, the Company accrued
$377,500 in accordance with the bonus plan of which $138,750 is
included in research and development expense and $238,750 is
included in operating expenses. The bonus was computed based
on the caps specified in the plan.
Vesting of Performance Warrants
The accompanying financial results for the first quarter of
the year ended December 31, 2000 have been restated from
amounts originally reported to reflect a non-cash accounting
charge of $528,198 ($0.04 per basic and diluted share) that
resulted in an increase in operating expenses and net loss
resulting from warrants granted to a consultant in 1994 to
purchase 25,000 shares of common stock which only vested
when certain performance criteria were met. Such warrants
vested during March of 2000, based upon the performance
criteria being achieved as a result of the Company's license
agreement with Thermoview Industries, Inc. In accordance
with EITF 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
recorded consulting expense of $528,198 based upon the fair
value of such warrants on the date the warrants vested as
determined using a Black-Scholes option pricing model.
The following summarizes the impact of the restatement
on the balance sheet as of March 31,2000 and the statement
of operations for the three months ended March 31, 2000:
Three Months Non-Cash Three Months
Ended March 31,2000 Accounting Charge March 31, 2000
for Vested Warrants
(as previously reported) (as restated)
Operating expenses 869,632 528,198 1,397,830
Operating loss (4,207,970) (528,198) (4,736,168)
Net loss (4,019,741) (528,198) (4,547,939)
Basic and diluted net loss
per common share (.34) (.04) (.38)
Additional paid-in capital 51,723,203 528,198 52,251,401
Accumulated deficit (34,110,472) (528,198) (34,638,670)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Three Month Periods Ended March 31, 2000 and 1999
The Company's fee income from licensing activities for the first
three months of 2000 was $98,774 as compared to $50,625 for the
first three months of 1999.
Operating expenses increased by $1,021,791 for the first three
months of 2000 to $1,397,830 from $376,039 for the first three
months of 1999.This increase was primarily the result of a non-
cash accounting charge of $528,198 relating to the vesting of
warrants based upon performance criteria being achieved, in
which the Company recorded consulting expense of
$528,198 based upon the fair value of such warrants on the
date the warrants vested as determined using a Black-Scholes
option pricing model and increased payroll (primarily as
a result of the addition of two new employees during the
first quarter of 2000 and the accrual for certain
performance bonuses), public relations, depreciation, and
travel expenses, offset by lower insurance expenses.
Research and development expenditures increased by $236,274 to
$667,112 for the first three months of 2000 from $430,838 for the
first three months of 1999. This increase was primarily the result
of higher research-related salaries and performance bonuses,
patent and depreciation expenses, offset by lower costs for
materials, and lower consulting and insurance expenses.
Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan
of $238,750 and $138,750, respectively. These performance
bonuses have not been paid by the Company, and the amount, if
any, of these bonuses will be determined based upon performance
milestones achieved during the remainder of the Company's
current fiscal year. Although whether these performance bonuses
will be paid, and their exact amount, cannot be determined at this
time, the Company has accrued the above amounts as an expense
as of March 31, 2000. In addition to these performance bonus
accruals, the Company also recorded a non-cash compensation
charge of $2,770,000 which is related to the non-recurring grant of
certain contingent performance options issued to employees and
directors during 1999. Because of the performance milestones
which must be achieved in order for these options to vest, the
Company is required to account for these options as variable plan
under APB Opinion No.25. The calculation of this charge was
based on the closing price of the Company's common stock of
$29.50 per share as of March 31, 2000. A lower or higher price
per share on that date would have led to a lower or higher charge,
respectively, for these two items. For example, had the non-cash
compensation expense recognized in connection with these
contingent performance bonuses and options been calculated using
the closing stock price of $19.0625 as of May 10, 2000, the charge
would have been $136,579 lower in the case of the bonus accruals,
and $1,710,000 lower in the case of the performance options.
Without taking into account the non-cash accounting charge
associated with the contingent performance options described
above, the performance warrants described above, and the
accrual for the performance-based compensation
listed above, the Company's net loss would have been $872,241
($0.07 per share) for the first three months of 2000 as compared to
$689,825 ($0.06 per share) for the first three months of 1999.
The Company's net gain from its investing activities for the first
quarter of 2000 was $188,229, as compared to a net gain from its
investing activities of $66,427 for the first quarter of 1999. This
difference was primarily due to higher level average investment
balances in the first quarter of 2000 compared to the first quarter
of 1999.
As a consequence of the factors discussed above, the Company's
net loss was $4,547,939 ($0.38 per share) for the first three months
of 2000 as compared to $689,825 ($0.06 per share) for the first
three months of 1999. Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above, the performance warrants described
above, and the accrual for the performance-based
compensation listed above, the Company's net loss would
have been $872,241 ($0.07 per share) for the first three months of
2000 as compared to $689,825 ($0.06 per share) for the first three
months of 1999.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2000, the Company's cash and
cash equivalent balance increased by $8,199,191 principally as a
result of the $9,409,950 of proceeds received, net of expenses,
from the issuance of common stock upon the exercise of options
and warrants, offset partially by cash used to fund the Company's
operating activities of $1,169,906. At March 31, 2000, the
Company had working capital of $17,106,422 and its shareholders'
equity was $17,460,980.
In December 1999, the Company's Board of Directors approved
a performance bonus plan which provides for a bonus to be paid
on July 1, 2000 and January 1, 2001 equal to 1% of the increase,
if any, in the Company's market value during the first and second
halves of 2000. Bonuses are capped at a recipient's salary in the
case of employees of the Company, and are currently capped at
$55,000 in the case of non-employee directors of the Company.
As noted above, the Company has accrued $377,500 as of March
31, 2000 towards the payment of these bonuses, and the actual
amount paid by the Company will be determined based upon
whether and to the extent performance milestones have been
achieved as of the target dates for these milestones.
The Company expects to use 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, 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 expenditures, assumed ten percent
annual increases therein, existing cash reserves and budgeted
revenues, the Company believes that it would not require
additional funding for at least the next five to six years (without
giving effect to any new financing raised). 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.
New Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement
No. 133 related to "Accounting for Derivative Instruments and
Hedging Activities" (Statement 133). Statement 133 established
accounting and reporting standards for derivative instruments
embedded in other contracts, and for hedging activities. This
statement (as amended by Statement 137) is effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000.
Management of the Company does not believe that the
implementation of Statement 133 (as amended by Statement 137)
will have a significant impact on its financial position or results of
operations. The Company has no derivative instruments or
hedging activities as defined by Statement 133.
On December 3, 1999, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. 101 - "Revenue
Recognition in Financial Statements" (SAB No. 101). SAB No.
101 provides the SEC staff's views on the recognition of revenue
including nonrefundable technology access fees received by
companies in connection with research collaborations with third
parties. SAB No. 101 states that in certain circumstances the SEC
staff believes that up-front fees, even if nonrefundable, should be
deferred and recognized systematically over the term of the
research arrangement. SAB No. 101 requires registrants to adopt
the accounting guidance contained therein by no later than the first
fiscal quarter of the fiscal year beginning after December 15, 1999
(quarter ending March 31, 2000 for the Company). Management
of the Company does not believe that applying the accounting
guidance of SAB No. 101 will have a material effect on its
financial position or results of operations.
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.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunder duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, President and Treasurer
(Principal Executive, Financial, and
Accounting Officer)
Date: March 30, 2001