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, 1999 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 13,1999 there were outstanding 10,955,780 shares
of Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Balance Sheets
March 31,1999
Assets (Unaudited) Dec.31,1998
Current assets:
Cash and cash equivalents $4,823,633 5,403,283
Marketable investment securities-held-to-maturity 1,189,386 1,189,386
Accrued interest and dividends receivable 16,088 3,071
Royalty receivable 50,000 --
Prepaid expenses and other current assets 163,279 132,713
Total current assets 6,242,386 6,728,453
Fixed assets, net 253,553 269,084
Deposits and other assets 23,754 23,754
Total assets $ 6,519,693 7,021,291
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 117,958 115,418
Deferred revenue 65,625 56,250
Accrued expenses 93,970 109,134
Total liabilities 277,553 280,802
Shareholders' equity:
Capital stock, par value $0.0001 per share; authorized
100,000,000 shares, issued and outstanding 10,952,930
shares and 10,929,041 shares 1,095 1,093
Additional paid-in capital 34,173,540 33,982,066
Accumulated deficit (27,047,534) (26,357,709)
7,127,101 7,625,450
Notes receivable from officers (884,961) (884,961)
Total shareholders' equity 6,242,140 6,740,489
Total liabilities and shareholders' equity $ 6,519,693 7,021,291
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Operations
(Unaudited)
Three months ended
March 31,1999 March 31,1998
Fee income $ 50,625 50,000
Operating expenses 376,039 456,322
Research and development 430,838 513,794
806,877 970,116
Operating loss (756,252) (920,116)
Net investment income 66,427 111,307
Net loss $ (689,825) (808,809)
Basic and diluted net loss
per common share $ (.06) (.08)
Weighted average number of
common shares outstanding 10,940,549 10,641,112
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Statements of Cash Flows
(Unaudited)
Three months ended
March 31,1999 March 31, 1998
Cash flows from operating activities:
Net loss $ (689,825) (808,809)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 19,884 29,221
Expense relating to issuance of warrants
for services performed -- 27,058
Changes in assets and liabilities:
Royalty receivable (50,000) (50,000)
Accrued interest and dividends receivable (13,017) (43,030)
Prepaid expenses and other current assets (30,566) 19,017
Deposits and other assets -- 10,000
Deferred revenue 9,375 --
Accounts payable & accrued expenses (12,624) (186,736)
Net cash used in operating activities (766,773) (1,003,279)
Cash flows from investing activities:
Proceeds from maturity of treasury securities -- 2,961,207
Purchase of fixed assets (4,353) (39,411)
Net cash provided by (used in) investing activities (4,353) 2,921,796
Cash flows from financing activities:
Proceeds from issuances of common stock 264,001 158,000
Purchase of treasury stock (72,525) --
Net cash provided by financing activities 191,476 158,000
Net increase (decrease) in cash and cash equivalents (579,650) 2,076,517
Cash and cash equivalents at beginning of year 5,403,283 2,157,687
Cash and cash equivalents at end of period $ 4,823,633 4,234,204
See accompanying notes to financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Financial Statements
March 31, 1999
(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, 1999 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, 1998 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
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.
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.
Issuance of Common Stock
For the three months ended March 31, 1999, the Company received
$264,001 of net cash proceeds from the issuance of 33,889 shares of
common stock from the exercise of warrants. For the three months ended
March 31, 1998, the Company received $158,000 of net cash proceeds
from the issuance of 3,000 shares of common stock issued upon the
exercise of options resulting in net proceeds of $18,000 and the issuance of
20,000 shares of common stock issued upon the exercise of warrants
resulting in net proceeds of $140,000. The Company also issued 471,862
shares of common stock pursuant to the exercise of a redeemable prepaid
warrant during the three months ended March 31, 1998.
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. 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 three months ended March 31, 1999
and 1998, the Company's comprehensive loss equaled the net loss of
$689,825 and $808,809 respectively.
Contingency
On March 25, 1999, the Company was served with a summons in an action
brought in the Supreme Court of the State of New York, County of Nassau,
by Jean Thompson in her individual capacity and as Executrix of the estate
of Robert I. Thompson, a former officer and director of the Company. The
action does not seek monetary damages and essentially seeks a declaration
that certain common stock of the Company securing loans made to Mr.
Thompson are not available as collateral to secure such loans. The
Company has referred this matter to outside counsel and does not believe
that the action has merit, or, if the declaratory relief sought in the action is
granted, that this would have a material adverse impact on the financial
position, operations or liquidity of the Company.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Three Month Periods Ended March 31, 1999 and 1998
The Company's fee income from licensing activities for the first three
months of 1999 was $50,625 as compared to $50,000 for the first three
months of 1998.
Operating expenses decreased by $80,283 for the first three months of 1999
to $376,039 from $456,322 for the first three months of 1998. This
decrease was primarily the result of decreased public relations, payroll,
depreciation, office and consulting expenses offset by increased insurance,
rent, travel and stock listing expenses.
Research and development expenditures decreased by $82,956 to $430,838
for the first three months of 1999 from $513,794 for the first three months
of 1998. This decrease was primarily the result of decreased research-
related salaries, patent expenses and lower costs for materials, offset by
increased consulting expenses.
The Company's net gain from its investing activities for the first quarter of
1999 was $66,427, as compared to a net gain from its investing activities
of $111,307 for the first quarter of 1998. This difference was primarily
due to higher level average investment balances in the first quarter of 1998
compared to the first quarter of 1999 as a result of the Company receiving
$5.0 million towards the end of 1997 in connection with the issuance of the
redeemable prepaid warrant.
As a consequence of the factors discussed above, the Company's net loss
was $689,825 ($0.06 per share) for the first three months of 1999 as
compared to $808,809 ($0.08 per share) for the first three months of 1998.
Financial Condition, Liquidity and Capital Resources
During the first three months of 1999, the Company's cash balance
decreased by $579,650 principally as a result of cash used to fund the
Company's net loss of $689,825, changes in working capital of $96,832,
and the purchase of 10,000 shares of treasury stock for $72,525 (which
shares were subsequently retired), offset by the sale of common stock of
$264,001 from the exercise of warrants, the proceeds of which have been
invested by the Company in short-term U.S. Treasury money market funds.
At March 31, 1999, the Company had working capital of $5,964,833 and
its shareholders' equity was $6,242,140.
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 two
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.
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 assessed and considered the
impact of Year 2000 issues on its internal computer systems and
applications and believes that they are Year 2000 compliant. In addition,
the Company believes that there are no key suppliers, vendors or other
entities with which the Company does business which are not either Year
2000 compliant or taking steps to achieve Year 2000 compliance on a
timely basis. The Company has no mission-critical systems which would
be adversely affected by Year 2000 issues, and has received confirmations
from key outside vendors and other parties that they are or expect to be
Year 2000 compliant. Therefore, the Company believes that the
consequences of a change to the Year 2000 should not have a material
impact on the Company's business, results of operations, or financial
condition.
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: May 14, 1999