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 June 30, 1997 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 August 8,1997, there were outstanding 10,213,185 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Condensed Balance Sheets
June 30,1997
Assets (Unaudited) Dec.31,1996
Current assets:
Cash and cash equivalents $ 1,457,972 457,959
Marketable investment securities 4,659,812 7,651,364
Accrued interest and dividends receivable 38,757 65,429
Prepaid expenses and other current assets 15,293 18,887
Total current assets 6,171,834 8,193,639
Fixed assets, net 180,840 167,846
Deposits and other assets 63,656 63,656
Total assets $ 6,416,330 8,425,141
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 110,547 86,590
Other accrued expenses 109,809 121,704
Total liabilities 220,356 208,294
Shareholders' equity:
Capital stock, par value $.0001 per share; authorized
100,000,000 shares, issued and outstanding 10,210,685
shares and 10,066,897 shares 1,021 1,007
Additional paid-in capital 29,957,196 29,355,663
Accumulated Deficit (21,777,557)(20,510,323)
8,180,660 8,846,347
Notes receivable from officers (1,984,686) (629,500)
Total shareholders' equity 6,195,974 8,216,847
Total liabilities and shareholders' equity$ 6,416,330 8,425,141
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Operations
(Unaudited)
Six months ended Three months ended
June 30,1997 June 30,1996 June 30,1997 June 30,1996
Fee income $ 50,000 50,000 $ -- 50,000
Operating expenses 704,134 698,397 355,917 272,762
Research and development 913,527 732,769 394,003 316,816
1,617,661 1,431,166 749,920 589,578
Operating loss (1,567,661) (1,381,166) (749,920) (539,578)
Net investment
income (loss) 174,546 (795,630) 78,746 (901,907)
Interest income on note
receivable from officer 40,964 211,360 40,964 --
Unrealized gain
on investments 84,917 715,979 36,000 919,759
Net loss $ (1,267,234) (1,249,457) $ (594,210) (521,726)
Net loss per share $ (.12) (.13) $ (.06) (.05)
Weighted average number of
common shares outstanding 10,155,804 9,831,286 10,186,574 9,869,372
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Cash Flows
(Unaudited)
Six months ended
June 30,1997 June 30, 1996
Cash flows from operating activities:
Net loss $ (1,267,234) (1,249,457)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 34,774 15,338
Unrealized loss (gain) on investments (84,917) (715,979)
Interest income on notes receivable from officer -- (211,360)
Technology acquisition paid in stock 46,971 --
Changes in assets and liabilities:
(Increase) decrease in investments 3,076,469 (465,943)
Decrease (increase) in accrued interest
and dividends receivable 26,672 (6,911)
(Increase) decrease in deposits and other assets 3,594 5,109
Increase (decrease) in accounts payable
& accrued expenses 12,061 (109,601)
Net cash provided by (used in) operating activities 1,848,390 (2,738,804)
Cash flows from investing activities:
Purchases of fixed assets (47,768) (13,485)
Net cash provided by (used in) investing activities (47,768) (13,485)
Cash flows from financing activities:
Proceeds from issuances of common stock 584,340 178,922
Loans to officers (1,390,000) (295,000)
Repayment of loans to officers 34,814 --
Purchase of treasury stock (29,763) --
Net cash provided by (used in) financing activities (800,609) (116,078)
Net increase (decrease) in cash and cash equivalents1,000,013 (2,868,367)
Cash and cash equivalents at beginning of year 457,959 3,827,573
Cash and cash equivalents at end of period $ 1,457,972 959,206
Non-Cash Transactions:
Redemption of Treasury Stock as payment
for officer note receivable $ -- 302,500
See accompanying notes to condensed financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Condensed Financial Statements
June 30, 1997
(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 six-month period ended June 30, 1997 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 financial statements of the
Company at December 31, 1996 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 microscopic particles either in the form of a
liquid suspension or a film which is enclosed between two glass or plastic
plates, at least one of which is transparent.
Cash and Cash Equivalents
The Company considers securities purchased within three months of their
maturity date to be cash equivalents. Cash equivalents consist of short-
term investments in money market accounts and U.S. Treasury securities.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Six Month Periods Ended June 30, 1997 and 1996
The Company earned fee income for the six months ended June 30, 1997
of $50,000. The same level of fee income was earned for the first six
months of 1996.
Operating expenses remained essentially the same for the first six months
of 1997 and for 1996. This was primarily the result of a general decrease
in a variety of expenses offset by increased insurance, travel, public
relations and depreciation expenses.
Research and development expenditures increased to $913,527 for the first
six months of 1997 from $732,769 for the first six months of 1996. This
increase was primarily the result of higher research-related consulting
expenses, costs for materials, depreciation expenses relating to laboratory
equipment, and salary expenses relating to the hiring of two new scientists
by the Company, offset somewhat by decreased costs related to patents.
The Company's net gain from its investing activities for the first half of
1997 was $259,463, as compared to a loss from its investing activities of
$79,651 for the first half of 1996. This improvement was primarily a result
of the fact that during the first half of 1997, the Company recorded net
investment income of $174,546, as compared to a net loss on investments
of $795,630 during the first half of 1996, offset by a decrease in unrealized
gains on investments during the first half of 1997 of $631,062 from
$715,979 in the first half of 1996. The Company has invested the proceeds
from all sales of marketable equity securities in U.S. Treasury securities.
As a consequence of the factors discussed above, the Company's net loss
was $1,267,234 ($0.12 per share) for the first six months of 1997 as
compared to $1,249,457 ($0.13 per share) for the first six months of 1996.
Results of Operations for the Three Month Periods Ended June 30, 1997 and 1996
The Company earned no fee income for the three months ended June 30,
1997, as compared to fee income of $50,000 for the second quarter of
1996.
Operating expenses increased by $83,155 for the second quarter of 1997
from $272,762 for the second quarter of 1996. This increase was primarily
the result of increased payroll, public relations, marketing and insurance
expenses offset by decreased consulting, and depreciation expenses.
Research and development expenditures increased to $394,003 for the
second quarter of 1997 from $316,816 for the second quarter of 1996.
This increase was primarily the result of higher research-related salaries
and consulting expenses, and costs for materials, and depreciation expenses
relating to laboratory equipment, offset by decreased salaries.
The Company's net gain from its investing activities for the second quarter
of 1997 was $114,746, as compared to a gain from its investing activities
of $17,852 for the second quarter of 1996. This improvement was
primarily a result of the fact that during the second quarter of 1997, the
Company recorded net investment income of $78,746, as compared to a net
loss on investments of $901,907 during the second quarter of 1996, offset
by the fact that during the second quarter of 1996, the Company recorded
an unrealized gain on investments during the second quarter of 1996 of
$919,759 as compared to an unrealized gain on investments of $36,000 for
the second quarter of 1997. The Company has invested the proceeds from
all sales of marketable equity securities in U.S. Treasury securities.
As a consequence of the factors discussed above, the Company's net loss
was $594,210 ($0.06 per share) for the second quarter of 1997 as
compared to $521,726 ($0.05 per share) for the second quarter of 1996.
Financial Condition, Liquidity and Capital Resources
During the first six months of 1997, the Company's cash and marketable
investment securities balance decreased by approximately $1,991,539
principally as a result of cash used to fund the Company's net loss of
$1,267,234, and the increase in notes receivable from officers of
$1,390,000 offset by the sale of common stock through the sale of newly
issued common stock aggregating $500,000 to institutional investors.
These shares are subject to various restrictions on their resale or transfer
by such institutions, and the proceeds from their sale have been invested by
the Company in U.S. Treasury securities. In addition, the Company
received $109,340 in cash from the Company's President pursuant to the
exercise of stock options, and also received $69,602 during the second
quarter of 1997 from the Company's President, and $6,176 from the
Company's Executive Vice President in partial payments of loans made to
these officers. Loans to officers are fully secured by collateral.
At June 30, 1997, the Company had working capital of $5,951,479 and its
shareholders' equity was $6,195,974.
The Company expects to use its cash and short-term 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, and 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 would provide additional working capital, 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 the next two to three years.
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.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement
128, "Earnings Per Share" (Statement 128). Statement 128 establishes
standards for computing and presenting earnings per share (EPS). The
Statement simplifies the standards for computing EPS and makes them
comparable to international EPS standards. The provisions of Statement
128 are effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. The Statement does not
permit early application and requires restatement of all prior period EPS
data presented. In the opinion of management, adoption of Statement 128
will not have a material effect on the Company's financial position, results
of operation, or previously reported EPS.
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 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Stockholders of Research Frontiers Incorporated
was held on June 12, 1997. Listed below is a summary of how the
9,335,537 shares voted at the Annual Meeting on the various proposals
voted upon and adopted at the Annual Meeting. For the election of Joseph
M. Harary as a Class I member of the Company's Board of Directors,
8,971,879 shares were voted in favor of election, and 363,658 votes were
withheld. For the ratification of the appointment of KPMG Peat Marwick
LLP as auditors for 1997, 9,221,051 shares were voted in favor of election,
55,785 shares were voted against, and 58,701 shares abstained from voting.
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: August 8, 1997