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, 1998 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 12,1998, there were outstanding 10,997,868 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Balance Sheets
June 30,1998
Assets (Unaudited) Dec.31,1997
Current assets:
Cash and cash equivalents $3,618,515 2,157,687
Marketable investment securities-held-to-maturity 4,586,328 7,499,184
Accrued interest and dividends receivable 22,923 43,007
Royalty receivable 50,000 --
Prepaid expenses and other current assets 146,940 28,407
Total current assets 8,424,706 9,728,285
Fixed assets, net 218,093 228,002
Deposits and other assets 23,755 77,376
Total assets $8,666,554 10,033,663
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 130,229 114,738
Accrued expenses 83,291 296,946
Total liabilities 213,520 411,684
Shareholders' equity:
Capital stock, par value $.0001 per share;
authorized 100,000,000 shares, issued and out-
standing 10,960,963 shares and 10,342,195 shares 1,096 1,034
Additional paid-in capital 34,954,182 34,787,860
Accumulated deficit (25,105,097) (23,739,768)
9,850,181 11,049,126
Notes receivable from officers (1,397,147) (1,427,147)
Total shareholders' equity 8,453,034 9,621,979
Total liabilities and shareholders' equity $ 8,666,554 10,033,663
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Operations
(Unaudited)
Six months ended Three months ended
June 30,1998 June 30,1997 June 30,1998 June 30,1997
Fee income $ 50,000 50,000 $ -- --
Operating expenses 878,042 704,134 421,720 355,917
Research and development 847,067 913,527 333,273 394,003
1,725,109 1,617,661 754,993 749,920
Operating loss (1,675,109) (1,567,661) (754,993) (749,920)
Net investment income 210,801 259,463 99,494 114,746
Other income, net 91,379 -- 91,379 --
Interest income on note
receivable from officer 7,600 40,964 7,600 40,964
Net loss $(1,365,329) (1,267,234) $(556,520) (594,210)
Basic and diluted net loss
per common share $ (.13) (.12) $ (.05) (.06)
Weighted average number of
common shares outstanding 10,765,498 10,155,804 10,888,517 10,186,574
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Cash Flows
(Unaudited)
Six months ended
June 30,1998 June 30, 1997
Cash flows from operating activities:
Net loss $ (1,365,329) (1,267,234)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 59,480 34,774
Unrealized gain on trading securities -- (84,917)
Expense relating to issuance of warrants
for services performed 27,058 --
Changes in assets and liabilities:
Accounts receivable, licensee (50,000) --
Investments-trading securities -- 3,076,469
Accrued interest and dividends receivable 20,084 26,672
Prepaid expenses and other current assets (118,533) 3,594
Deposits and other assets 53,621 --
Accounts payable & accrued expenses (198,164) 59,032
Net cash (used in) provided by operating activities (1,571,783) 1,848,390
Cash flows from investing activities:
Proceeds from maturity of treasury securities 7,499,185 --
Purchases of treasury securities (4,586,329) --
Purchases of fixed assets (49,571) (47,768)
Net cash provided by (used in) investing activities 2,863,285 (47,768)
Cash flows from financing activities:
Proceeds from issuances of common stock 158,000 584,340
Loans to officers -- (1,390,000)
Repayment of loans to officers 30,000 34,814
Purchase of treasury stock (18,674) (29,763)
Net cash provided by (used in) financing activities 169,326 (800,609)
Net increase in cash and cash equivalents 1,460,828 1,000,013
Cash and cash equivalents at beginning of year 2,157,687 457,959
Cash and cash equivalents at end of period $ 3,618,515 1,457,972
Non-cash financing activities:
Technology acquisition paid in stock $ -- 46,970
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Financial Statements
June 30, 1998
(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 six-month period ended June 30, 1998 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, 1997 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 that are either in the
form of 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.
Marketable Investment Securities
The Company accounts for its investments in marketable securities under
the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investment in Debt and Equity Securities"
(Statement 115). As of July 1, 1997 the Company transferred its
marketable securities from trading securities to held-to-maturity securities,
as management intends and has the ability to hold such securities until their
maturity. Held-to-maturity securities are recorded at cost. Dividend and
interest income are recognized when earned. Cost is maintained on a
specific identification basis for purposes of determining realized gains and
losses on sales of investments.
Comprehensive Income
Effective January 1, 1998, the Company adopted the Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." This Statement 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
six months ended June 30, 1998 and 1997, comprehensive loss equaled the
net loss of $1,365,329 and $1,267,234, respectively.
Reclassifications
Certain reclassifications have been made to the 1997 financial statements
to conform to the 1998 presentation.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Six Month Periods Ended June 30, 1998 and 1997
The Company's fee income from licensing activities for the first six
months of 1998 and 1997 was $50,000. During the first six months of
1998, the Company also received $135,000 of key man life insurance
proceeds payable on the death of its former Executive Vice President,
Robert I. Thompson. This resulted in the Company recording non-
recurring other income of $91,379 during the first six months of 1998
representing the difference between the amount received by the Company
and the cash surrender value of such life insurance policy that was
previously recorded on the Company's balance sheet.
Operating expenses increased by $173,908 for the first six months of 1998
from $704,134 for the first six months of 1997. This increase was
primarily the result of increased public relations expenses, as well as
payroll, insurance and depreciation expenses offset by decreased
consulting and travel expenses.
Research and development expenditures decreased by $66,460 to $847,067
for the first six months of 1998 from $913,527 for the first six months of
1997. This decrease was primarily the result of decreased research-related
consulting and payroll expenses offset by higher costs for materials,
insurance and patent expenses.
The Company's net gain from its investing activities for the first six
months of 1998 decreased to $210,801, from a net gain from its investing
activities of $259,463 for the first six months of 1997. This difference was
primarily a result of an unrealized gain on the Company's trading securities
of $84,917 recorded during the first six months of 1997, offset by
increased interest income earned in the first six months of 1998.
As a consequence of the factors discussed above, the Company's net loss
was $1,365,329 ($0.13 per share) for the first six months of 1998 as
compared to $1,267,234 ($0.12 per share) for the first six months of 1997.
Results of Operations for the Three Month Periods Ended June 30, 1998 and 1997
The Company earned no fee income for the three months ended June 30,
1998 and 1997. During the second quarter of 1998, the Company received
$135,000 of key man life insurance proceeds payable on the death of its
former Executive Vice President, Robert I. Thompson. This resulted in the
Company recording non-recurring other income of $91,379 during the
second quarter of 1998 representing the difference between the amount
received by the Company and the cash surrender value of such life
insurance policy that was previously recorded on the Company's balance
sheet.
Operating expenses increased by $65,803 for the second quarter of 1998
from $355,917 for the second quarter of 1997. This increase was primarily
the result of increased public relations expenses, as well as payroll, and
depreciation expenses offset by decreased consulting, insurance, office and
travel expenses.
Research and development expenditures decreased by $60,730 to $333,273
for the second quarter of 1998 from $394,003 for the second quarter of
1997. This decrease was primarily the result of decreased research-related
consulting, payroll and patent expenses.
The Company's net gain from its investing activities for the second quarter
of 1998 decreased to $99,494 from a net gain from its investing activities
of $114,746 for the second quarter of 1997. This difference was primarily
a result of an unrealized gain on the Company's trading securities of
$36,000 recorded during the second quarter of 1997, offset by increased
interest income earned in the second quarter of 1998.
As a consequence of the factors discussed above, the Company's net loss
was $556,520 ($0.05 per share) for the second quarter of 1998 as compared
to $594,210 ($0.06 per share) for the second quarter of 1997.
Financial Condition, Liquidity and Capital Resources
During the first six months of 1998, the Company's cash and marketable
investment securities balance decreased by $1,452,028 principally as a
result of cash used to fund the Company's net loss of $1,365,329, changes
in assets and liabilities of $292,992 and purchase of fixed assets of
$49,571, offset by the receipt of approximately $158,000 from the exercise
of options and warrants.
At June 30, 1998, the Company had working capital of $8,211,186 and its
shareholders' equity was $8,453,034.
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, 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 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 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.
The Year 2000 issue is a result of many computer programs using only two
digits to identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming change in
the century. If not corrected, many computer applications could fail or
create erroneous results by or at the Year 2000. The Company is aware
of the issues associated with the programming code in existing computer
systems as the millennium (Year 2000) approaches. Although there cannot
be absolute assurance, the Company has considered the impact of Year
2000 issues on its internal computer systems and applications and believes
that they are Year 2000 compliant.
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 11, 1998. Listed below is a summary of how the
9,918,101 shares voted at the Annual Meeting on the various proposals
voted upon and adopted at the Annual Meeting. For the election of Bernard
D. Gold as a Class II member of the Company's Board of Directors,
9,745,257 shares were voted in favor of election, and 172,844 votes were
withheld. For the ratification of the appointment of KPMG Peat Marwick
LLP as auditors for 1998, 9,772,161 shares were voted in favor of election,
100,364 shares were voted against, and 45,576 shares abstained from
voting. For the adoption of the Company's 1998 Stock Option Plan,
9,134,163 shares were voted in favor of election, 685,380 shares were
voted against, and 98,558 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 13, 1998