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, 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 November 10,1998, there were outstanding 10,972,868 shares
of Common Stock, par value $0.0001 per share.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Balance Sheets
September 30,1998
Assets (Unaudited) Dec.31,1997
Current assets:
Cash and cash equivalents $4,506,419 2,157,687
Marketable investment securities-held-to-maturity 2,858,713 7,499,184
Accrued interest and dividends receivable 50,980 43,007
Royalty receivable 50,000 --
Prepaid expenses and other current assets 68,946 28,407
Total current assets 7,535,058 9,728,285
Fixed assets, net 241,187 228,002
Deposits and other assets 23,754 77,376
Total assets $ 7,799,999 10,033,663
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 110,327 114,738
Deferred revenue 84,375 --
Accrued expenses 58,026 296,946
Total liabilities 252,728 411,684
Shareholders' equity:
Capital stock, par value $.0001 per share;
authorized 100,000,000 shares, issued and out-
standing 11,003,468 shares and 10,342,195 shares 1,100 1,034
Additional paid-in capital 34,654,002 34,787,860
Accumulated deficit (25,710,684) (23,739,768)
8,944,418 11,049,126
Notes receivable from officers (1,397,147) (1,427,147)
Total shareholders' equity 7,547,271 9,621,979
Total liabilities and shareholders' equity $ 7,799,999 10,033,663
See accompanying notes to financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept 30,1998 Sept 30,1997 Sept 30,1998 Sept 30,1997
Fee income $ 78,125 60,000 $ 28,125 10,000
Operating expenses 1,238,418 1,137,596 360,376 433,463
Research and development 1,215,527 1,310,769 368,460 397,242
2,453,945 2,448,365 728,836 830,705
Operating loss (2,375,820) (2,388,365) (700,711) (820,705)
Net investment income 305,925 328,752 95,124 69,289
Other income, net 91,379 -- -- --
Interest income on notes
receivable from officers 7,600 60,724 -- 19,760
Net loss $(1,970,916) (1,998,889) $(605,587) (731,656)
Basic and diluted net loss
per common share $ (.18) (.20) $ (.06) (.07)
Weighted average number of
common shares outstanding 10,846,161 10,175,791 11,004,858 10,216,330
See accompanying notes to financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Statements of Cash Flows
(Unaudited)
Nine months ended
Sept 30,1998 Sept 30, 1997
Cash flows from operating activities:
Net loss $ (1,970,916) (1,998,889)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 75,511 54,514
Unrealized gain on trading securities -- (84,917)
Expense relating to issuance of warrants
for services performed 27,058 37,880
Changes in assets and liabilities:
Royalty receivable (50,000) --
Investments-trading securities -- 3,076,469
Accrued interest and dividends receivable (7,973) 28,590
Prepaid expenses and other current assets (40,539) 4,577
Deposits and other assets 53,622 --
Deferred revenue 84,375 --
Accounts payable & accrued expenses (243,331) (3,636)
Net cash provided by (used in) operating activities (2,072,193) 1,114,588
Cash flows from investing activities:
Proceeds from maturity of treasury securities 9,226,800 2,434,596
Purchases of treasury securities (4,586,329) (1,974,584)
Purchases of fixed assets (88,696) (75,670)
Net cash provided by investing activities 4,551,775 384,342
Cash flows from financing activities:
Proceeds from issuances of common stock 357,475 1,204,551
Loans to officers -- (1,390,000)
Repayment of notes receivable from officers 30,000 39,814
Purchase of treasury stock (518,325) (42,464)
Net cash used in financing activities (130,850) (188,099)
Net increase in cash and cash equivalents 2,348,732 1,310,831
Cash and cash equivalents at beginning of year 2,157,687 457,959
Cash and cash equivalents at end of period $ 4,506,419 1,768,790
Non-cash financing activities:
Technology acquisition paid in stock $ -- 46,970
See accompanying notes to financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Notes to Financial Statements
September 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 nine-month period ended September 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
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.
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.
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.
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
nine months ended September 30, 1998 and 1997, comprehensive loss
equaled the net loss of $1,970,916 and $1,998,889, 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 Nine Month Periods Ended September 30,
1998 and 1997
The Company's fee income from licensing activities for the first nine
months of 1998 was $78,125 as compared to $60,000 for the first nine
months of 1997. Certain license fees, which are paid to the Company in
advance of the accounting period in which they are earned resulting in the
recognition of deferred revenue for the current accounting period, will be
recognized as fee income in future periods. During the first nine 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 nine 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 $100,822 for the first nine months of
1998 from $1,137,596 for the first nine months of 1997. This increase was
primarily the result of increased public relations and marketing expenses,
as well as increased insurance and depreciation expenses, offset by
decreased consulting and travel expenses.
Research and development expenditures decreased by $95,242 to
$1,215,527 for the first nine months of 1998 from $1,310,769 for the first
nine 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 nine
months of 1998 decreased to $305,925, from a net gain from its investing
activities of $328,752 for the first nine 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 nine months of 1997, offset
by increased interest income earned in the first nine months of 1998.
As a consequence of the factors discussed above, the Company's net loss
was $1,970,916 ($0.18 per share) for the first nine months of 1998 as
compared to $1,998,889 ($0.20 per share) for the first nine months of
1997.
Results of Operations for the Three Month Periods Ended September 30,
1998 and 1997
The Company's fee income from licensing activities for the third quarter
of 1998 was $28,125 as compared to $10,000 for the third quarter of 1997.
Certain license fees, which are paid to the Company in advance of the
accounting period in which they are earned resulting in the recognition of
deferred revenue for the current accounting period, will be recognized as
fee income in future periods.
Operating expenses decreased by $73,087 for the third quarter of 1998
from $433,463 for the third quarter of 1997. This decrease was primarily
the result of decreased public relations, consulting, travel, depreciation and
office expenses, offset by increased insurance and payroll expenses.
Research and development expenditures decreased by $28,782 to $368,460
for the third quarter of 1998 from $397,242 for the third quarter of 1997.
This decrease was primarily the result of decreased research-related
payroll expenses, offset by higher costs for materials, insurance,
depreciation and patent expenses.
The Company's net gain from its investing activities for the third quarter
of 1998 increased to $95,124 from a net gain from its investing activities
of $69,289 for the third quarter of 1997. This difference was primarily a
result of increased interest income earned in the third quarter of 1998.
As a consequence of the factors discussed above, the Company's net loss
was $605,587 ($0.06 per share) for the third quarter of 1998 as compared
to a net loss of $731,656 ($0.07 per share) for the third quarter of 1997.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 1998, the Company's cash and marketable
investment securities balance decreased by $2,291,739 principally as a
result of cash used to fund the Company's net loss of $1,970,916, changes
in assets and liabilities of $203,846, purchase of fixed assets of $88,696,
and the repurchase by the Company of 84,000 shares of the Company's
common stock for $518,325, offset by the receipt of $357,475 from the
exercise of options and warrants, and repayment of notes receivable from
officers of $30,000. During 1998 and through November 10, 1998 , the
Company has purchased 114,600 shares of its common stock at a purchase
price of $720,550.
At September 30, 1998, the Company had working capital of $7,282,330
and its shareholders' equity was $7,547,271.
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 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 main 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. 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 5. Other Information
On October 1, 1998, the Company announced that Ailouros Ltd., a
London-based institutional money management fund, has committed to
purchase up to $15 million worth of the common stock of Research
Frontiers through December 31, 2001. This commitment is in the form of
a Class A Warrant issued to Ailouros Ltd. which gives Research Frontiers
the option in any three-month period to deliver a Put Notice to Ailouros
requiring them to purchase an amount of common stock specified by
Research Frontiers at a price equal to the greater of (A) 92% of the seven-
day average trading price per share of common stock, or (B) a minimum
or "floor" price per share set by Research Frontiers from time to time. The
pricing is subject to an overall cap of $15 per share. However, Research
Frontiers is not required to sell any shares under the agreement. Before the
beginning of each of a series of three-month periods specified by the
Company, the Company determines the amount of Common Stock that the
Company wishes to issue during such three-month period. The Company
also sets the minimum selling or "floor" price, which can be reset by the
Company in its sole discretion prior to the beginning of any subsequent
three-month period. Therefore, at the beginning of each three-month
period, the Company will determine how much common stock, if any, is
to be sold (the amount of which can range from $0 to $1.5 million during
such three-month period), and the minimum selling price per share. In
connection with the financing, the Company also issued Ailouros Ltd. a
Class B Warrant which expires on September 30, 2008 and which is
exercisable at $8.25 per share which represents 120% of average of the
closing bid and ask price of the Company's common stock on the date of
the Class B Warrant's issuance. The Class B Warrant is initially
exercisable into 65,500 shares. If the Company has not sent Ailouros at
least three Put Notices by December 31, 2001, under certain circumstances
the Class B Warrant will be exercisable into an additional 65,500 shares.
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 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FINANCIAL
STATEMENTS CONTAINED IN THE MOST RECENT QUARTERLY REPORT ON FORM
10-Q OF
RESEARCH FRONTIERS INCORPORATED FOR THE QUARTER ENDED SEPTEMBER
30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 4,506,419
<SECURITIES> 2,858,713
<RECEIVABLES> 100,980
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,535,058
<PP&E> 241,187
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,799,999
<CURRENT-LIABILITIES> 252,728
<BONDS> 0
0
0
<COMMON> 11,003,468
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,799,999
<SALES> 78,125
<TOTAL-REVENUES> 483,029
<CGS> 0
<TOTAL-COSTS> 2,453,945
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,970,916)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,970,916)
<EPS-PRIMARY> (.18)
<EPS-DILUTED> (.18)
</TABLE>
