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 September 30, 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 November
13, 2001, there were outstanding 12,100,595 shares of Common Stock, par
value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
September 30, 2001
Assets (Unaudited) Dec.31,2000
Current assets:
Cash and cash equivalents $ 163,562 3,806,172
Marketable investment securities-held-to-maturity -- 11,307,752
Marketable investment securities-available for sale 8,143,060 3,906
Royalty receivable 37,500 --
Prepaid expenses and other current assets 149,808 240,989
Total current assets 8,493,930 15,358,819
Investment in SPD Inc., at cost 750,002 --
Fixed assets, net 296,623 347,703
Deposits and other assets 22,605 22,605
Total assets $ 9,563,160 15,729,127
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 154,318 203,787
Deferred revenue 62,594 37,502
Accrued expenses and other 113,793 749,921
Total liabilities 330,705 991,210
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 12,053,595 shares and 12,103,683 shares 1,205 1,210
Additional paid-in capital 50,669,197 52,594,293
Accumulated other comprehensive income (loss) 101,340 (46,094)
Accumulated deficit (41,386,326)(37,658,531)
9,385,416 14,890,878
Notes receivable from officers (152,961) (152,961)
Total shareholders' equity 9,232,455 14,737,917
Total liabilities and shareholders' equity $ 9,563,160 15,729,127
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept.30,2001 Sept.30,2000 Sept.30,2001 Sept.30,2000
Fee income $ 109,908 298,693 $ 28,656 99,959
Operating expenses 2,240,943 2,501,877 643,322 439,139
Research and development 2,143,889 1,706,344 562,742 427,966
Non-recurring non-cash
compensation expense -- 3,133,748 -- --
4,384,832 7,341,969 1,206,064 867,105
Operating loss (4,274,924) (7,043,276) (1,177,408) (767,146)
Net investment income 547,129 644,191 191,879 227,204
Net loss $ (3,727,795) (6,399,085) $ (985,529) (539,942)
Basic and diluted net
loss per common share $ (.31) (.53) $ (.08) (.04)
Weighted average number of
common shares outstanding 12,081,955 12,073,688 12,089,522 12,175,039
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept. 30,2001 Sept. 30,2000
Cash flows from operating activities:
Net loss $ (3,727,795) (6,399,085)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 87,765 79,740
Expense relating to issuance of
contingent performance options -- 3,133,748
Expense relating to issuance of stock and
warrants for services performed 112,817 605,363
Revenue relating to marketable securities
received as license fee -- (50,000)
Cashless exercise of warrants 17,588 --
Changes in assets and liabilities:
Salary advance to officer -- 66,445
Royalty receivable (37,500) (65,000)
Prepaid expenses and other current assets 91,181 (96,809)
Deferred revenue 25,092 91,307
Accounts payable & accrued expenses (685,597) (214,945)
Net cash used in operating activities (4,116,449) (2,849,236)
Cash flows from investing activities:
Proceeds from sale and maturity of
held-to-maturity securities 1,319,572 1,246,083
Proceeds from sale of available-for-sale securities 1,996,460 --
Purchases of held-to-maturity securities -- (7,272,100)
Investment in SPD, Inc., at cost (750,002) --
Purchase of fixed assets (36,685) (104,369)
Net cash provided by (used in) investing activities 2,529,345 (6,130,386)
Cash flows from financing activities:
Proceeds from issuances of common stock 5,987,159 11,464,577
Purchase of treasury stock (8,042,665) (1,301,275)
Net cash (used in) provided by financing activities (2,055,506) 10,163,302
Net (decrease) increase in cash and cash equivalents(3,642,610) 1,183,680
Cash and cash equivalents at beginning of year 3,806,172 8,142,569
Cash and cash equivalents at end of period $ 163,562 9,326,249
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 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 nine-month period ended September 30, 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.
During the second quarter of 2001, the Company, through its wholly-
owned subsidiary, SPD Enterprises, Inc., invested approximately $750,000
for a minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries Inc., Korea's largest glass manufacturer, which is dedicated
exclusively to the production of suspended particle device (SPD) light-
control film and a wide variety of end-products using SPD film.
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.
Marketable Investment Securities
During the second quarter of 2001, the Company determined that it may
sell its marketable investment securities prior to their maturity dates in
order to invest in other marketable securities, repurchase and retire its
common stock, and for general working capital purposes. Accordingly, as
of June 30, 2001, the Company transferred its classification of marketable
securities from held-to-maturity to available-for-sale. As a result, the
Company records the securities at fair value with the unrealized holding
gain of $140,090 recorded as a component of shareholders' equity.
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 nine months ended September 30, 2001, the Company received
$5,987,159 of net cash proceeds from (i) the issuance of 44,175 shares of
common stock issued upon the exercise of options resulting in net proceeds
of $344,847 and (ii) 302,000 shares of common stock issued upon the
exercise of warrants resulting in net proceeds of $5,642,312. In addition,
3,715 shares were issued to directors in payment of $69,221 in directors
fees, and 687 shares were issued through the cashless exercise of certain
warrants, resulting in non-cash consulting expense of $17,588 being
recorded.
For the nine months ended September 30, 2000, the Company received
$11,464,577 of net cash proceeds from (i) the issuance of 95,962 shares of
common stock issued upon the exercise of options resulting in net proceeds
of $706,299 and (ii) 602,983 shares of common stock issued upon the
exercise of warrants resulting in net proceeds of $10,758,278. In addition,
3,438 shares were issued to a director in payment of $68,000 in directors
fees.
Treasury Stock
For the nine months ended September 30, 2001, the Company purchased
in the open market and subsequently retired 400,665 shares of treasury
stock with an aggregate cost of $8,042,665. For the nine months ended
September 30, 2000, the Company purchased in the open market and
subsequently retired 66,700 shares of treasury stock with an aggregate cost
of $1,301,275.
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 on April 1, 1999. The Company recorded $0 and
$9,168 of expense in connection with the issuance of these warrants during
the three and nine months ended September 30, 2000, respectively.
Contingent Performance Options
During 1999, the Company granted 237,800 contingent performance
options to employees, which vested only, if a certain performance
milestone in the price of the Company's common stock was achieved
during the second quarter of 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 three and nine months
ended September 30, 2000 in connection with these options was $0 and
$3,133,748, respectively, as the applicable milestones for the vesting of
these options were achieved during the second quarter of 2000. The
charges recorded as a result of the issuance of these performance options
were calculated based upon changes in the Company's stock price as of the
end of each quarter until the vesting date, and are non-cash 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 components of comprehensive loss for
the three and nine months ended September 30, 2001 and 2000 are as
follows:
Nine months ended Three months ended
Sept.30,2001 Sept.30,2000 Sept.30,2001 Sept.30,2000
Net loss $(3,727,795) (6,399,085) $ (985,529) (539,942)
Unrealized gain (loss) on securities:
Unrealized holding gain (loss)
arising during period $147,434 (42,188) $ 139,281 (8,594)
Less: reclassification adjustment
for gains realized in net income -- -- $ (46,665) --
Net unrealized gain (loss) $ 147,434 (42,188) $ 92,616 (8,594)
Total comprehensive loss $(3,580,361) (6,441,273) $ (892,813) (548,536)
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 $57,222 in the case of non-employee
directors of the Company. During 2000, the Company had a similar
performance plan in place. The Company recorded $785,500 and $755,000
of expenses in connection with these plans for the nine months ended
September 30, 2001 and 2000, respectively. For the three months ended
September 30, 2001 and 2000, no amounts were accrued under such plans.
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.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Nine Month Periods
Ended September 30, 2001 and 2000
The Company's fee income from licensing activities for the first nine months
of 2001 was $109,908 as compared to $298,693 for the first nine months of
2000.
Operating expenses decreased by $260,934 for the first nine months of 2001
to $2,240,943 from $2,501,877 for the first nine 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 nine months of
2001 compared to a non-cash accounting charge of $528,198 which was
recorded by the Company during the first nine months 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 expenses, offset by increased marketing and public relations
expenses.
Research and development expenditures increased by $437,545 to $2,143,889
for the first nine months of 2001 from $1,706,344 for the first nine months
of 2000. This increase was primarily the result of higher patent and materials
expenses, as well as payroll and consulting expenses.
Operating expenses and research and development expenses listed above
included amounts accrued under a performance bonus plan of $496,790 and
$288,710, respectively during the first half of 2001 and $477,500 and
$277,500, respectively during the first half of 2000. These performance
bonuses in the amount accrued for were paid by the Company during the third
quarter of 2001 because the applicable performance milestones were
achieved. During the third quarters of 2001 and 2000, no amounts were
accrued for under this plan. The Company also recorded a non-cash
compensation charge of $3,133,748 during the first half 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.
Without taking into account the non-cash accounting charge associated with
the contingent performance options described above and the performance
warrants described above, the Company's net loss would have been
$2,898,699 ($0.24 per share) for the first nine months of 2001 as compared
to $1,982,139 ($0.16 per share) for the first nine months of 2000.
The Company's net gain from its investing activities for the first nine months
of 2001 was $547,129, as compared to a net gain from its investing activities
of $644,191 for the first nine months of 2000.
As a consequence of the factors discussed above, the Company's net loss was
$3,727,795 ($0.31 per share) for the first nine months of 2001 as compared
to $6,399,085 ($0.53 per share) for the first nine months of 2000. Without
taking into account the non-cash accounting charge associated with the
contingent performance options described above, and the performance
warrants described above, the Company's net loss would have been
$2,898,699 ($0.24 per share) for the first nine months of 2001 as compared
to $1,982,139 ($0.16 per share) for the first nine months of 2000.
Results of Operations for the Three Month Periods
Ended September 30, 2001 and 2000
The Company's fee income from licensing activities for the third quarter of
2001 was $28,656 as compared to $99,959 for the third quarter of 2000.
Operating expenses increased by $204,183 for the third quarter of 2001 to
$643,322 from $439,139 for the third quarter of 2000. This was primarily the
result of increased marketing, consulting, public relations, travel and
insurance expenses, and professional fees offset by lower payroll expenses.
Research and development expenditures increased by $134,776 to $562,742
for the third quarter of 2001 from $427,966 for the third quarter of 2000.This
increase was primarily the result of higher patent expenses and research
related payroll expenses, offset by lower materials and consulting expenses.
The Company's net gain from its investing activities for the third quarter of
2001 was $191,879, as compared to a net gain from its investing activities of
$227,204 for the third quarter of 2000.
As a consequence of the factors discussed above, the Company's net loss was
$985,529 ($0.08 per share) for the third quarter of 2001 as compared to
$539,942 ($0.04 per share) for the third quarter of 2000.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 2001, the Company's cash and cash equivalent
balance decreased by $3,642,610 principally as a result of cash used to fund
the Company's operating activities of $4,116,449, and the repurchase and
subsequent retirement of $8,042,665 worth of the Company's common stock
in the open market, offset partially by $5,987,159 of proceeds received, net
of expenses, from the issuance of common stock upon the exercise of options
and warrants, and cash proceeds of $2,529,345 from the Company's investing
activities. At September 30, 2001, the Company had working capital of
$8,163,225 and its shareholders' equity was $9,232,455.
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 $57,222 in the case of non-employee
directors of the Company. During 2000, the Company had a similar
performance plan in place. The Company had accrued $785,500 as of June
30, 2001 towards the payment of these bonuses. These performance bonuses
in the amount accrued for were paid by the Company during the third quarter
of 2001 because the applicable performance milestones were achieved.
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 has produced SPD film in the Fall of this year, and expects to
complete the equipping of its factory and to threafter 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 sales or
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 two years (without giving effect to any new
financing raised or treasury stock repurchases, which are discretionary).
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 Standards
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, Business Combinations which supersedes Accounting Principles
Board (APB) Opinion No. 16, Business Combinations. SFAS 141 eliminates
the pooling-of-interests method of accounting for business combinations and
modifies the application of the purchase accounting method. The elimination
of the pooling-of-interests method is effective for transactions initiated
after June 30, 2001. The remaining provisions of SFAS 141 will be effective
for transactions accounted for using the purchase method that are completed
after June 30, 2001.
In July 2001, the FASB also issued Statement of Financial Accounting
Standards No. 142, Goodwill and Intangible Assets which supersedes APB
Opinion No. 17, Intangible Assets. SFAS 142 eliminates the current
requirement to amortize goodwill and indefinite-lived intangible assets,
addresses the amortization of intangible assets with a defined life and
addresses the impairment testing and recognition for goodwill and intangible
assets. SFAS 142 will apply to goodwill and intangible assets arising from
transactions completed before and after the Statement's effective date. SFAS
142 is effective for the Company beginning January 1, 2002. Management
of the Company does not believe that the implementation of SFAS 141 or
SFAS 142 will have a significant impact on its financial position or
results of operations.
In October 2001, the FASB also issued Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment of Long-Lived Assets
,which addresses financial accounting and reporting of for the impairment or
disposal of long-lived assets. This statement supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, while retaining the fundamental recognition and
measurement provisions of that statement. SFAS No. 144 requires that a
long-lived asset to be abandoned, exchanged for a similar productive asset or
distributed to owners in a spinoff to be considered held and used until it is
disposed of. However, SFAS No. 144 requires that management consider
revising the depreciable life of such long-lived asset. With respect to long-
lived assets to be disposed of by sale, SFAS No. 144 retains the provisions of
SFAS No. 121, and therefore, requires that discontinued operations no longer
be measured ona net realizable value basis and that future operating losses
assocaited with such discontinued operations no longer be recognized before
they occur. SFAS 144 is effective for the Company beginning January 1,
2002. Management of the Company does not believe that the implementation
of SFAS 144 will have a significant impact on its financial position or
results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 3 has been disclosed in Item 7A of the
Company's Annual Report on Form 10-K for the year ended December 31,
2000. There has been no material change in the disclosure regarding market
risk.
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: November 13, 2001