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, 1995 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 14, 1995, there were outstanding 9,464,819 shares of Common Stock,
par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Condensed Balance Sheets
September 30,1995
Assets (Unaudited) Dec.31,1994
Current assets:
Cash $ 1,134,450 219,771
Marketable investment securities 5,097,646 6,935,433
Accrued interest and dividends receivable 37,258 61,402
Prepaid expenses and other current assets 38,717 15,848
Total current assets 6,308,071 7,232,454
Fixed assets, net 102,390 138,204
Deposits and other assets 61,337 54,620
Total assets $ 6,471,798 7,425,278
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 35,276 116,690
Other accrued expenses 75,534 73,975
Total liabilities 110,810 190,665
Shareholders' equity:
Capital stock, par value $.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 9,295,294 shares and 9,121,060
shares 926 912
Additional paid-in capital 23,811,410 23,232,108
Deficit (16,869,348) (15,116,763)
6,942,988 8,116,257
Notes receivable from officers (582,000) (881,644)
Total shareholders' equity 6,360,988 7,234,613
Total liabilities and shareholders' equity $6,471,798 7,425,278
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept.30,1995 Sept.30,1994 Sept.30,1995 Sept.30,1994
Fee income $ 1,500 421,840 $ 1,500 219,342
Operating expenses 958,240 1,018,610 236,862 303,187
Research and development 1,054,929 1,071,356 347,511 497,700
2,013,169 2,089,966 584,373 800,887
Operating loss (2,011,669) (1,668,126) (582,873) (581,545)
Investment income (loss) 329,979 132,058 74,951 (102,308)
(1,681,690) (1,536,068) (507,922) (683,853)
Unrealized (loss) gain
on investments (70,895) (174,498) (143,615) 260,042
Net loss $(1,752,585) (1,710,566) $(651,537) (423,811)
Net loss per share $ (.19) (.19) $ (.07) (.05)
Weighted average number of
common shares outstanding 9,139,663 8,779,940 9,201,194 9,057,091
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Cash Flows
(Unaudited)
Nine months ended
Sept. 30,1995 Sept. 30, 1994
Cash flows from operating activities:
Net loss $ (1,752,585) (1,710,566)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 41,451 37,804
Unrealized loss on investments 70,895 174,498
Interest income on notes receivable
from officer (7,073) --
Increase in accrued royalty receivable -- 33,993
Decrease in accrued interest and
dividends receivable 24,133 (12,206)
(Increase) decrease in investments 1,766,892 (3,142,997)
Increase in other assets (29,586) (5,950)
Decrease in accounts payable
& accrued expenses (79,855) (109,559)
Increase in deferred revenues -- 153,125
Net cash provided (used) by operating activities 34,272 (4,581,858)
Cash flows from investing activities:
Capital expenditures (5,637) (80,898)
Decrease in accounts payable for
purchase of investments -- (1,684,385)
Net cash used by investing activities (5,637) (1,765,283)
Cash flows from financing activities:
Proceeds from exercise of warrants and options 886,044 2,633,859
Increase in loans to officers -- (202,286)
Purchase of treasury stock -- (176,156)
Net cash provided by financing activities 886,044 2,255,417
Net increase (decrease) in cash 914,679 (4,091,724)
Cash at beginning of year 219,771 4,368,600
Cash at end of period $ 1,134,450 276,876
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Condensed Financial Statements
September 30, 1995
(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
statement 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 and three month periods ended September 30, 1995 are not necessarily
indicative of the results to be expected for the full year. Certain
reclassifications have been made to the 1994 balances to conform to the
1995 presentation. The notes included herein should be read in conjunction
with the notes to financial statements of the Company at December 31, 1994
and for the three years then ended, included in the Company's Annual Report
on Form 10-K.
Business
Research Frontiers Incorporated (the Company) is primarily 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 a suspension of microscopic particles that is either in
the form of a liquid suspension or a film, usually enclosed between two glass
or plastic plates, at least one of which is transparent.
Stock Split
In February 1994, the Company issued 1,718,244 shares of common stock in
connection with a five for four stock split payable in the form of a 25%
stock dividend to stockholders of record on January 31, 1994. All references
in the accompanying financial statements relating to per share and share data
have been adjusted retroactively to reflect this stock split.
Change in Par Value
On June 9, 1994, the Company's shareholders voted to change the par value of
the Company's common stock from $.125 to $.0001 per share. As a result, all
references to common stock have been retroactively adjusted to reflect the
new par value.
Results of Operations for the Nine Month Periods Ended
September 30, 1995 and 1994
The Company earned $1,500 in fee income for the first nine months of 1995
compared to $421,840 for the first nine months of 1994. This was a result
of the renegotiation by the Company of certain license agreements.
Operating expenses decreased by approximately $60,000 for the first nine
months of 1995 from approximately $1,019,000 for the first nine months of
1994. This decrease was primarily a result of decreased travel and public
relations costs, offset by an increase in salaries and related costs.
Research and development expenditures decreased to $1,054,929 for
the first nine months of 1995 from $1,071,356 for the first nine
months of 1994. This decrease was primarily the result of decreased patent
expenses, offset by an increase in materials and allocated overhead costs.
Net investment income increased by $197,921 to $329,979 for the first nine
months of 1995 from $132,058 for the first nine months of 1994. This increase
was primarily a result of higher interest and dividend income received by the
Company on its investments. In addition, the Company recorded unrealized losses
on investments of $70,895 for the nine months ended September 30, 1995
compared to an unrealized loss of $174,498 for the first nine months of 1994.
As a consequence of the factors discussed above, the Company's net loss
was $1,752,585 ($0.19 per share) for the first nine months of 1995 as
compared to $1,710,566 ($.19 per share) for the first nine months of 1994.
Results of Operations for the Three Month Periods Ended
September 30, 1995 and 1994
The Company earned $1,500 in fee income for the third quarter of 1995
compared to $219,342 for the third quarter of 1994. This was a result of the
renegotiation by the Company of certain license agreements.
Operating expenses decreased by approximately $66,000 for the third quarter
of 1995 from approximately $303,000 for the third quarter of 1994. This
decrease was primarily a result of decreased travel and public relations
costs, offset by an increase in salaries and related costs.
Research and development expenditures decreased to $347,511 for the third
quarter of 1995 from $497,700 for the third quarter of 1994. This decrease
was primarily the result of decreased patent expenses, offset by an increase
in materials and allocated overhead costs.
Net investment income increased by $177,259 from a loss of $102,308 for
the third quarter of 1994 to income of $74,951 for the third quarter of 1995,
as a result of higher interest and dividends received by the Company on its
investments. In addition, the Company recognized unrealized losses on
investments of $143,615 for the third quarter of 1995 compared to an
unrealized gain of $260,042 for the third quarter of 1994. The decrease is
primarily due to a decrease in the market value of the Company's investments
during the third quarter of 1995.
As a consequence of the factors discussed above, the Company's net loss was
$651,537 ($0.07 per share) for the third quarter of 1995 as compared to
$423,811 ($.05 per share) for the third quarter of 1994.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 1995, the Company's cash and marketable
investment securities balance decreased by approximately $923,000
principally as a result of cash used to fund the Company's research and
development and other operating expenses (approximately $2,012,000),
unrealized losses on the Company's investments (approximately $71,000),
and the decrease in accounts payable and accrued expenses of approximately
$80,000, offset by investment income (approximately $330,000), and proceeds
from the exercise of options and warrants (approximately $886,000). Notes
receivable from officers decreased by approximately $300,000 during the first
nine months of 1995. This was a result of the payment of an outstanding loan to
an officer. The loan was paid with 45,545 shares of the Company's common stock
held by the officer, which shares were immediately retired by the Company. At
September 30, 1995, the Company had working capital of $6,197,261 and its
stockholders' equity was $6,360,988. Since the end of the third quarter, the
value of one of the Company's investments decreased by approximately $550,000.
However, since the end of the third quarter the Company's working capital
and the value of the Company's overall investment portfolio had a net
increase of approximately $950,000 primarily as a result of the Company's
receipt of approximately $1,500,000 in net proceeds from the private sale of
common stock to institutional investors. These shares are subject to
restrictions on their resale or transfer by such institutions for a two-year
period, and the proceeds from their sale have been, or are in the process of
being, invested by the Company in U.S. Treasury securities.
PART II. OTHER INFORMATION
Item 5. Other Information
On November 3, 1995, the Company announced that the U.S. Patent Office issued
to it on October 31, 1995 two patents of potentially major importance covering
electrically-powered light controlling films. There are currently 111 patents
and pending patent applications covering the Company's light control technology
throughout the world. These films, known as suspended particle device (SPD)
films, are expected to be the key component in "smart" windows which can
automatically or manually vary and control the amount of light passing through
the window. Conventional shades and window blinds may be obsoleted by such
windows, and substantial energy savings could be achieved as well. Smart
windows could replace conventional windows in commercial buildings, residential
homes, automotive vehicles, air and spacecraft, and could also be used for
skylights, sunroofs, as well as interior partitions, and room dividers. Other
potential uses for SPD film include large area flat panel information
displays (such as stadium or traffic signs), self-dimmable automotive rear-view
mirrors and sun visors, and variable light transmission eyewear and goggles.
The Company also announced that Hankuk Glass Industries, Inc., Korea's
leading flat glass manufacturer and a licensee of Research Frontiers, has
been successfully developing SPD films for smart windows and has reached an
advanced stage of development. Because Hankuk's current license with Research
Frontiers only covers architectural smart windows, at Hankuk's request, Research
Frontiers and Hankuk have commenced negotiations which may lead to additional
license agreements relating to the manufacture of SPD film and other SPD
products, although there can be no assurance that such additional license
agreements will be consummated, or that any licensee of the Company will succeed
at introducing commercial products using the Company's technology.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. The Company filed with the Commission a
Current Report on Form 8-K dated August 2, 1995 which disclosed in Item 5
the Company's new non-exclusive license agreement with General Electric
Company regarding the manufacture and sale of SPD film.
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 14, 1995