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, 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 May 12, 1998, there were outstanding 10,868,932 shares of
Common Stock, par value $0.0001 per share.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Balance Sheets
March 31,1998
Assets (Unaudited) Dec.31,1997
Current assets:
Cash and cash equivalents $ 4,234,204 2,157,687
Marketable investment securities-held-to-maturity 4,537,977 7,499,184
Accrued interest and dividends receivable 86,037 43,007
Royalty receivable 50,000 --
Prepaid expenses and other current assets 9,390 28,407
Total current assets 8,917,608 9,728,285
Fixed assets, net 238,192 228,002
Deposits and other assets 67,376 77,376
Total assets $ 9,223,176 10,033,663
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 133,756 114,738
Accrued expenses 91,192 296,946
Total liabilities 224,948 411,684
Shareholders' equity:
Capital stock, par value $.0001 per share; authorized
100,000,000 shares, issued and outstanding 10,837,057
shares and 10,342,195 shares 1,084 1,034
Additional paid-in capital 34,972,868 34,787,860
Accumulated deficit (24,548,577)(23,739,768)
10,425,375 11,049,126
Notes receivable from officers (1,427,147) (1,427,147)
Total shareholders' equity 8,998,228 9,621,979
Total liabilities and shareholders' equity $ 9,223,176 10,033,663
See accompanying notes to condensed financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Operations
(Unaudited)
Three months ended
March 31,1998 March 31,1997
Fee income $ 50,000 50,000
Operating expenses 456,322 348,217
Research and development 513,794 519,524
970,116 867,741
Operating loss (920,116) (817,741)
Net investment income 111,307 144,711
Net loss $ (808,809) (673,030)
Basic and diluted net loss per common share $ (.08) (.07)
Weighted average number of
common shares outstanding 10,641,112 10,124,691
See accompanying notes to condensed financial statements.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Cash Flows
(Unaudited)
Three months ended
March 31,1998 March 31, 1997
Cash flows from operating activities:
Net loss $ (808,809) (673,030)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 29,221 16,990
Unrealized gain on trading securities -- (48,917)
Expense relating to issuance of warrants
for services performed 27,058 --
Changes in assets and liabilities:
Accounts receivable, licensee (50,000) (50,000)
Investments-trading securities -- 1,139,549
Accrued interest and dividends receivable (43,030) (7,104)
Prepaid expenses and other current assets 19,017 (35,623)
Deposits and other assets 10,000 --
Accounts payable & accrued expenses (186,73) 9,654
Net cash(used in)provided by operating activities (1,003,279) 351,519
Cash flows from investing activities:
Proceeds from maturity of treasury securities 2,961,207 --
Purchase of fixed assets (39,411) (36,058)
Net cash provided by (used in)investing activities 2,921,796 (36,058)
Cash flows from financing activities:
Proceeds from issuances of common stock 158,000 475,005
Loans to officers -- (385,000)
Net cash provided by financing activities 158,000 90,005
Net increase in cash and cash equivalents 2,076,517 405,466
Cash and cash equivalents at beginning of year 2,157,687 457,959
Cash and cash equivalents at end of period $ 4,234,204 863,425
Non-cash financing activities:
Technology acquisition paid in stock $ -- 46,970
See accompanying notes to condensed financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Notes to Condensed Financial Statements
March 31, 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 three-month period ended March 31, 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 three months ended March 31, 1998 and 1997,
comprehensive loss equaled net loss of $808,809 and $673,030, 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 Three Month Periods Ended March 31, 1998
and 1997
The Company's fee income from licensing activities for the first three
months of 1998 and 1997 was $50,000.
Operating expenses increased by $108,105 for the first three months of
1998 from $348,217 for the first three 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 slightly to $513,794 for
the first three months of 1998 from $519,524 for the first three months of
1997. This decrease was primarily the result of decreased research-related
consulting expenses, offset by higher costs for materials, payroll, insurance
and patent expenses.
The Company's net gain from its investing activities for the first quarter of
1998 was $111,307, as compared to a net gain from its investing activities
of $144,711 for the first quarter of 1997. This difference was primarily a
result of increased interest income earned in the first quarter of 1998, offset
by an unrealized gain on the Company's trading securities of $48,917
recorded during the first quarter of 1997. The Company has invested the
proceeds from all sales of marketable equity securities in short-term U.S.
Treasury securities.
As a consequence of the factors discussed above, the Company's net loss
was $808,809 ($0.08 per share) for the first three months of 1998 as
compared to $673,030 ($.07 per share) for the first three months of 1997.
Financial Condition, Liquidity and Capital Resources
During the first three months of 1998, the Company's cash and marketable
investment securities balance decreased by $884,690 principally as a result
of cash used to fund the Company's net loss of $808,809, changes in assets
and liabilities of $250,749 and purchase of fixed assets of $39,411, offset
by the sale of common stock of approximately $158,000 from the exercise
of options and warrants, the proceeds of which have been invested by the
Company in short-term U.S. Treasury securities.
At March 31, 1998, the Company had working capital of $8,692,660 and
its shareholders' equity was $8,998,228.
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 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 13, 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 MARCH 31,
1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 4,234,204
<SECURITIES> 4,537,977
<RECEIVABLES> 136,037
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,917,608
<PP&E> 238,192
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,223,176
<CURRENT-LIABILITIES> 224,948
<BONDS> 0
0
0
<COMMON> 10,837,057
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,223,176
<SALES> 50,000
<TOTAL-REVENUES> 161,307
<CGS> 0
<TOTAL-COSTS> 970,116
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (808,809)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (808,809)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
