SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2001 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, 2001, there were outstanding 12,088,945 shares of Common Stock,
par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Balance Sheets
March 31,2001
Assets (Unaudited) Dec.31,2000
Current assets:
Cash and cash equivalents $2,491,391 3,806,172
Marketable investment securities-held-to-maturity 9,988,180 11,307,752
Marketable investment securities-available for sale 6,500 3,906
Royalty receivable 125,000 --
Prepaid expenses and other current assets 123,650 240,989
Total current assets 12,734,721 15,358,819
Fixed assets, net 326,935 347,703
Deposits and other assets 22,605 22,605
Total assets $13,084,261 15,729,127
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 258,125 203,787
Deferred revenue 93,750 37,502
Accrued expenses and other 654,616 749,921
Total liabilities 1,006,491 991,210
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 12,017,083 shares and 12,103,683 shares 1,202 1,210
Additional paid-in capital 50,925,382 52,594,293
Accumulated other comprehensive loss (43,500) (46,094)
Accumulated deficit (38,652,353) (37,658,531)
12,230,731 14,890,878
Notes receivable from officers (152,961) (152,961)
Total shareholders' equity 12,077,770 14,737,917
Total liabilities and shareholders' equity $13,084,261 15,729,127
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Operations
(Unaudited)
Three months ended
March 31,2001 March 31,2000
Fee income $ 68,752 98,774
Operating expenses 529,765 1,397,830
Research and development 726,721 667,112
Non-recurring non-cash compensation expense -- 2,770,000
1,256,486 4,834,942
Operating loss (1,187,734) (4,736,168)
Net investment income 193,912 188,229
Net loss $ (993,822) (4,547,939)
Basic and diluted net loss per common share $ (.08) (.38)
Weighted average number of
common shares outstanding 12,091,669 11,948,705
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Cash Flows
(Unaudited)
Three months ended
March 31,2001 March 31,2000
Cash flows from operating activities:
Net loss $ ( 993,822) (4,547,939)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 28,473 24,696
Expense relating to issuance of
contingent performance options - 2,770,000
Expense relating to issuance of stock and
warrants for services performed 43,596 543,782
Changes in assets and liabilities:
Salary advance to officer -- (26,056)
Royalty receivable (125,000) (172,950)
Prepaid expenses and other current assets 117,339 (14,656)
Deferred revenue 56,248 74,176
Accounts payable & accrued expenses (40,967) 175,516
Net cash used in operating activities (914,133) (1,173,431)
Cash flows from investing activities:
Proceeds from maturity of held-to-maturity
treasury securities 1,319,572 --
Purchase of fixed assets (7,705) (37,328)
Net cash provided by (used in) investing activities 1,311,867 (37,328)
Cash flows from financing activities:
Proceeds from issuances of common stock 1,235,972 9,409,950
Purchase of treasury stock (2,948,487) --
Net cash (used in) provided by financing activities (1,712,515) 9,409,950
Net (decrease) increase in cash and cash equivalents (1,314,781) 8,199,191
Cash and cash equivalents at beginning of year 3,806,172 8,142,569
Cash and cash equivalents at end of period $ 2,491,391 16,341,760
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Financial Statements
March 31, 2001
(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, 2001 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, 2000 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.
Derivative Instruments and Hedging Activities
The Company adopted on January 1, 2001 Financial Accounting
Standards Board Statement No. 133 related to "Accounting for
Derivative Instruments and Hedging Activities" (Statement 133). Since
the Company does not have any derivative instruments and does not
engage in hedging activities, the adoption of Statement 133 had no
impact on the Company's financial position or results of operations.
Shareholders' Equity
Issuance of Common Stock
For the three months ended March 31, 2001, the Company received
$1,235,972 of net cash proceeds from (i) the issuance of 7,100 shares
of common stock issued upon the exercise of options resulting in net
proceeds of $64,525 and (ii) 84,000 shares of common stock issued
upon the exercise of warrants resulting in net proceeds of $1,171,447.
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.
Treasury Stock
For the three months ended March 31, 2001, the Company purchased
in the open market and subsequently retired 177,700 shares of treasury
stock with an aggregate cost of $2,948,487.
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 vested
10,000 shares per quarter commencing April 1, 1999. 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 vested because certain performance
milestone in the price of the Company's common stock was achieved
during 2000. The Company was 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 was 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.
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. The
Company did not have any foreign currency translation adjustments,
or minimum pension liability adjustments during 2001 or 2000. The
Company did not have unrealized gains or losses on marketable
securities classified as available-for-sale during the first quarter of
2000, but did have an unrealized gain on marketable securities
classified as available-for-sale during the first quarter of 2001.
Consequently, comprehensive loss equaled the net loss of $4,547,939
for the three months ended March 31, 2000, and was $991,228 for the
three months ended March 31, 2001.
Performance Bonus Plan
In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on or
after July 2, 2001 and on or after January 2, 2002 equal to 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2001. Bonuses are capped at a recipient's salary in
the case of employees of the Company, and are currently capped at
$56,100 in the case of non-employee directors of the Company.
During 2000, the Company had a similar performance plan in place.
The Company recorded $37,487 and $377,500 of expenses in
connection with these plans for the for the three months ended March
31, 2001 and 2000, respectively.
Vesting of Performance Warrants
During the first quarters of 2001 and 2000, certain warrants granted to
consultants in 1995 and 1994 to purchase 7,000 and 25,000 shares,
respectively of common stock became vested due to services
performed and performance criteria being met. 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 $43,596 and $528,198, respectively, based upon the fair
value of such warrants on the date the warrants vested as determined
using a Black-Scholes option pricing model.
Subsequent Event
During the second quarter of 2001, the Company invested
approximately $750,000 for a minority equity interest in SPD Inc., a
subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer. In April 2001, SPD Inc. announced that it acquired a
new factory located in Inchon, Korea which will be dedicated
exclusively to the production of suspended particle device (SPD) light-
control film and a wide variety of end-products using SPD film, and
that it expects to produce SPD film in the Fall of this year, and to
commence mass production of both SPD film and SPD end-products
later on this year.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Three Month Periods Ended March 31, 2001 and 2000
The Company's fee income from licensing activities for the first three
months of 2001 was $68,752 as compared to $98,774 for the first three
months of 2000.
Operating expenses decreased by $868,065 for the first three months
of 2001 to $529,765 from $1,397,830 for the first three months of
2000. This decrease was primarily the result of a lower non-cash
accounting charge of $43,596 which was recorded by the Company
during the first quarter of 2001 compared to a non-cash accounting
charge of $528,198 which was recorded by the Company during the
first quarter of 2000, relating to the vesting of warrants based upon
performance criteria being achieved or services performed, which
expense was based upon the fair value of such warrants on the date the
warrants vested as determined using a Black-Scholes option pricing
model. In addition, operating expenses decreased due to decreased
payroll and other consulting expenses, public relations, and travel
expenses, offset by increased marketing, insurance and rent expenses.
Research and development expenditures increased by $59,609 to
$726,721 for the first three months of 2001 from $667,112 for the first
three months of 2000. This increase was primarily the result of higher
patent and materials expenses, offset by lower consulting expenses.
Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan of
$25,772 and $11,715, respectively during the first quarter of 2001 and
$238,750 and $138,750, respectively during the first quarter of 2000.
The performance bonuses for 2001 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, 2001. The Company also recorded a
non-cash compensation charge of $2,770,000 during the first quarter
of 2000 which did not recur during 2001 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 have been achieved in order for these options
to vest, the Company was 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. 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
$912,739 ($0.08 per share) for the first three months of 2001 as
compared to $872,241 ($0.07 per share) for the first three months of
2000.
The Company's net gain from its investing activities for the first
quarter of 2001 was $193,912, as compared to a net gain from its
investing activities of $188,229 for the first quarter of 2000.
As a consequence of the factors discussed above, the Company's net
loss was $993,822 ($0.08 per share) for the first three months of 2001
as compared to $4,547,939 ($0.38 per share) for the first three months
of 2000. 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 $912,739 ($0.08 per share) for the first three months
of 2001 as compared to $872,241 ($0.07 per share) for the first three
months of 2000.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2001, the Company's cash and cash
equivalent balance decreased by $1,314,781 principally as a result of
cash used to fund the Company's operating activities of $914,133, and
the repurchase and subsequent retirement of $2,948,487 worth of the
Company's common stock in the open market, offset partially by
$1,235,972 of proceeds received, net of expenses, from the issuance
of common stock upon the exercise of options and warrants, and cash
proceeds of $1,311,867 from the Company's investing activities. At
March 31, 2001, the Company had working capital of $11,728,230 and
its shareholders' equity was $12,077,770.
In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on or
after July 2, 2001 and on or after January 2, 2002 equal to 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2001. Bonuses are capped at a recipient's salary in
the case of employees of the Company, and are currently capped at
$56,100 in the case of non-employee directors of the Company.
During 2000, the Company had a similar performance plan in place.
As noted above, the Company has accrued $37,487 as of March 31,
2001 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.
During the second quarter of 2001, the Company invested
approximately $750,000 for a minority equity interest in SPD Inc., a
subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer. In April 2001, SPD Inc. announced that it acquired a
new factory located in Inchon, Korea which will be dedicated
exclusively to the production of suspended particle device (SPD) light-
control film and a wide variety of end-products using SPD film, and
that it expects to produce SPD film in the Fall of this year, and to
commence mass production of both SPD film and SPD end-products
later on this year.
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 three to four 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.
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 5. Other Information.
On January 8, 2001, Research Frontiers and its licensee Hankuk Glass
Industries Inc., Korea's largest glass manufacturer, jointly announced
the formation of SPD Inc., a separate subsidiary of Hankuk Glass
Industries devoted exclusively to the mass production and sale of
suspended particle device (SPD) light control film and a wide variety
of end products using SPD film. During the second quarter of 2001,
the Company invested approximately $750,000 for a minority equity
interest in SPD Inc. On April 4, 2001, SPD Inc. announced that it
expects to produce SPD film in the Fall of 2001, and to commence
mass production of both SPD film and SPD end-products later on in
2001. In early Summer 2001, SPD Inc. is also expected to conduct
some pre-production runs on the new equipment it will be using and
will use the SPD film produced by these runs to supply new product
samples to certain important customers. On April 12, 2001,SPD
Inc.and Research Frontiers announced that SPD Inc. has acquired a
new factory located in Inchon, Korea which will be dedicated
exclusively to the production of suspended particle device (SPD) light-
control film and a wide variety of end-products using SPD film.
Construction of the new factory building has already been completed,
with high-capacity equipment expected to be installed, tested, and fully
operational shortly thereafter. In addition to supplying SPD film to
Research Frontiers' other licensees, the new factory intends to produce
a wide variety of SPD products under Hanglas' license with Research
Frontiers. These products could include SPD "smart" windows for
automobiles, trains, aircraft, and boats, as well as for residential and
commercial architectural window applications, appliances, optical
filters, and flat panel information displays including large area displays
such as scoreboards, road and traffic signs, digital clocks, and
logographs.
On February 20, 2001, Research Frontiers and AP Technoglass, North
America's leading sunroof glass producer and a subsidiary of Asahi
Glass Co. Ltd. of Japan, jointly announced that AP Technoglass has
acquired from Research Frontiers a worldwide non-exclusive license
to manufacture and sell SPD sunroof glass for use in variable light
transmission sunroofs produced by licensees of Research Frontiers.
On March 22, 2001, Research Frontiers and InspecTech Aero Service,
Inc.jointly announced that InspecTech Aero Service has acquired from
Research Frontiers a worldwide (except in Korea) non-exclusive
license to manufacture and sell SPD aircraft windows and SPD cabin
dividers.
On March 26, 2001, Research Frontiers announced that its Board of
Directors has authorized the Corporation to make discretionary
purchases in the open market of up to 500,000 shares of its own
common stock. During the fourth quarter of last year, the Company
announced a 200,000 share buyback after its original 375,000 share
buyback was completed. The amount and timing of purchases will
depend upon market conditions and other factors as they exist from
time to time. Shares purchased by the Company are immediately
retired. During 2000, Research Frontiers bought back and retired
182,600 shares of treasury stock for $3,314,169, and during the first
quarter of 2001, Research Frontiers purchased in the open market and
subsequently retired 177,700 shares of its common stock for
$2,948,487, and has repurchased additional shares during the second
quarter of 2001.
On March 29, 2001, Research Frontiers and Film Technologies
International, Inc., a global leader in window film, jointly announced
that FTI has acquired from Research Frontiers a worldwide
non-exclusive license to manufacture and sell SPD films to Research
Frontiers' current and future SPD "end-product" licensees. This
growing list of customers for SPD light-controlling film includes
numerous leading companies whose licenses permit them to
manufacture and market SPD windows, mirrors, sunvisors, flat panel
displays, and eyewear. Film Technologies International, Inc.
specializes in the design, manufacture and distribution of window
films for homes, commercial and public buildings, and motor vehicles.
They reportedly produce millions of square feet of superior quality
window film each month, and market and sell window film in more
than 60 countries. FTI joins General Electric, Hankuk Glass Industries
Inc., Materials Sciences Corporation, Polaroid Corporation, and
Hitachi Chemical Co., Ltd. as a licensed producer of SPD light-control film.
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: May 14, 2001