SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2008 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 by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
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 7, 2008, there were outstanding 15,440,434 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
March 31,2008
Assets (Unaudited) December 31,2007
Current assets:
Cash and cash equivalents $ 3,284,937 7,260,192
Investments (US Treasury Bills) 2,987,603 --
Royalty receivables, net of reserves of
$163,674 in both periods 124,062 101,028
Prepaid expenses and other current assets 97,590 108,236
Total current assets 6,494,192 7,469,456
Fixed assets, net 127,746 127,419
Note receivable SPD Control Systems 112,500 37,500
Deposits 26,818 25,030
Total assets $ 6,761,256 7,659,405
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 106,533 144,441
Deferred revenue 26,250 --
Accrued expenses and other 250,556 184,156
Total liabilities 383,339 328,597
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 15,440,434 shares in both periods 1,544 1,544
Additional paid-in capital 77,162,616 77,131,013
Accumulated deficit (70,786,243) (69,801,749)
Total shareholders' equity 6,377,917 7,330,808
Total liabilities and shareholders' equity $ 6,761,256 7,659,405
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Three months ended
March 31,2008 March 31,2007
Fee income $ 170,193 29,792
Operating expenses 802,193 1,423,462
Research and development 419,900 592,312
1,222,093 2,015,774
Operating loss (1,051,900) (1,985,982)
Net investment income 67,406 56,834
Net loss $ (984,494) (1,929,148)
Basic and diluted net loss per common share $ (.06) (.13)
Weighted average number of
common shares outstanding 15,440,434 4,899,021
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
March 31,2008 March 31, 2007
Cash flows from operating activities:
Net loss (984,494) (1,929,148)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 9,336 7,988
Stock-based compensation 31,603 690,950
Changes in assets and liabilities:
Royalty receivables (23,034) (15,000)
Prepaid expenses and other assets 8,858 12,457
Deferred revenue 26,250 29,375
Accounts payable and accrued expenses 28,492 153,001
Net cash used in operating activities (902,989) (1,050,377)
Cash flows from investing activities:
Purchase of fixed assets (9,663) (7,513)
Note receivable - SPD Control Systems (75,000) --
Purchase of Investments (US Treasury Bills) (2,987,603) --
Net cash used in investing activities (3,072,266) (7,513)
Cash flows from financing activities:
Proceeds from issuances of
common stock and warrants -- 7,298,548
Net cash provided by financing activities -- 7,298,548
Net increase (decrease) in
cash and cash equivalents (3,975,255) 6,240,658
Cash and cash equivalents at beginning of year 7,260,192 3,000,521
Cash and cash equivalents at end of period $3,284,937 9,241,179
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with U.S.
generally accepted accounting principles (GAAP) for interim
financial information and with the instructions to Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have
been included. All such adjustments are of a normal recurring
nature. Operating results for the three months ended March 31,
2008 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2008. For
further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report
on Form 10-K (Form 10-K) relating to Research Frontiers
Incorporated (the Company) for the fiscal year ended December
31, 2007.
Business
The Company operates in a single business 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
colloidal particles that are either incorporated within a liquid
suspension or a film, which is usually enclosed between two
sheets of glass or plastic having transparent, electrically
conductive coatings on the facing surfaces thereof. At least one
of the two sheets is transparent. SPD technology, made possible
by a flexible light-control film invented by Research Frontiers,
allows the user to instantly and precisely control the shading of
glass/plastic manually or automatically. SPD technology has
numerous product applications, including: SPD-Smart(tm)
windows, sunshades, skylights and interior partitions for homes
and buildings; automotive windows, sunroofs, sun-visors,
sunshades, rear-view mirrors, instrument panels and navigation
systems; aircraft windows; eyewear products; and flat panel
displays for electronic products. SPD-Smart light control film is
now being developed for, or used in, architectural, automotive,
marine, aerospace and appliance applications.
Patent Costs
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
Revenue Recognition
The Company has entered into a number of license agreements
covering its light-control technology. The Company receives
minimum annual royalties under certain license agreements and
records fee income on a ratable basis each quarter. In instances
when sales of licensed products by its licensees exceed
minimum annual royalties, the Company recognizes fee income
as the amounts have been earned. Certain of the fees are
accrued by, or paid to, the Company in advance of the period in
which they are earned resulting in deferred revenue. Such
excess amounts are recorded as deferred revenue and recognized
into income in future periods as earned.
Stock-Based Compensation
Prior to January 1, 2006, the Company accounted for stock-
based employee compensation under the intrinsic value method
as outlined in the provisions of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations while disclosing pro-forma net income and net
income per share as if the fair value method had been applied in
accordance with Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based
Compensation." Under the intrinsic value method, no
compensation expense was recognized if the exercise price of
the Company's employee stock options equaled or exceeded the
market price of the underlying stock on the date of grant.
Effective January 1, 2006, the Company adopted SFAS No.
123(R), "Share-based Payment." SFAS No. 123(R) replaces
SFAS No. 123 and supersedes APB Opinion No. 25. SFAS
123(R) requires that all stock-based compensation be recognized
as an expense in the financial statements and that such costs be
measured at the fair value of the award. SFAS 123(R) also
requires that tax benefits related to stock option exercises be
reflected as financing cash inflows instead of operating cash
inflows.
No options were granted during the first quarter of 2008. During
the quarter ended March 31, 2007, the Company granted fully
vested options to purchase 96,000 shares of its common stock to
employees, directors, and an outside consultant. The Company
utilized the Black-Scholes option valuation method to value
these options, and the assumptions used in such valuation were
as follows: Volatility: 73.61%; Risk-free Interest Rate: 4.729%;
Expected Option Life: 5 years; Stock Price on Date of Grant:
$11.375 resulting in a per option value of $7.1974. This resulted
in the Company recording a non-cash charge to operations of
$690,950 during the first quarter of 2007.
Shareholders' Equity
Issuance of Common Stock
For the three months ended March 31, 2007, the Company
received $6,640,000 (net of expenses) in proceeds from the sale
of 682,102 shares of its common stock. In addition, the
Company received $658,548 in proceeds from the exercise of
94,200 options and warrants. In addition, during the three
months ended March 31, 2007, 34,972 shares were issued
through the cashless exercise of certain options under which the
number of shares issuable upon exercise of such option was
reduced by 66,308 shares in payment of the exercise price of
options to purchase 101,000 shares.
Treasury Stock
The Company did not repurchase any of its stock during the
three months ended March 31, 2008 or 2007.
Investments
The Company classifies investments in marketable securities as
trading, available-for-sale or held-to-maturity at the time of
purchase and periodically re-evaluates such classifications.
Trading securities are carried at fair value, with unrealized
holding gains and losses included in earnings. Held-to-maturity
securities are recorded at cost and are adjusted for the
amortization or accretion of premiums or discounts over the life
of the related security. Unrealized holding gains and losses on
available-for-sale securities are excluded from earnings and are
reported as a separate component of accumulated other comprehensive
income (loss) until realized. In determining realized gains and
losses, the cost of securities sold is based on the specific
identification method. Interest and dividends on the investments
are accrued at the balance sheet date. At March 31, 2008,
Investments consisted of $3.0 million in short term US Treasury
Bills which are stated at cost.
Note Receivable from SPD Control Systems
On May 9, 2007, the Company began participating in the
funding of the ongoing development of automotive controllers
by SPD Control Systems Corp., a licensee of the Company.
This development work is to produce the electronic controllers
to operate SPD-Smart automotive windows and glass roof
systems for one or more of the top five automotive makers in
the world. The Company's funding of this project is reflected in
the form of a senior secured convertible promissory note (the
"Note") of SPD Control Systems Corp. held by Research
Frontiers' wholly-owned subsidiary, SPD Enterprises Inc. The
note bears interest at 10% per annum, is secured by all of the
assets (including intellectual property) of SPD Control Systems,
and is convertible at the option of SPD Enterprises into common
stock of SPD Control Systems at an initial conversion price of
$0.50 per share. This conversion price is adjustable downward
to result in the issuance to SPD Enterprises of additional shares
of SPD Control Systems common stock under certain
conditions. The Note provides for funding of up to $150,000 by
SPD Enterprises based upon the achievement of certain
development milestones by SPD Control Systems. As of March
31, 2008, the principal amount outstanding under this Note was $112,500.
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
("FASB") issued FAS 157, "Fair Value Measurements," ("FAS
157"). FAS 157 defines fair value, establishes guidelines for
measuring fair value and expands disclosures regarding fair
value measurements. FAS 157 will apply whenever another
standard requires (or permits) assets or liabilities to be measured
at fair value. This standard does not expand the use of fair value
to any new circumstances. FAS 157 is effective for financial
statements issued for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years. On February
6, 2008 the FASB approved the Financial Staff Position that will
defer the effective date of FAS 157 by one year for nonfinancial
assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a nonrecurring basis. The
partial adoption of FAS 157 for financial assets and liabilities
did not have a material impact on our consolidated financial
position, results of operations or cash flows.
In February 2007, the FASB issued FAS 159, "The Fair Value
Option for Financial Assets and Financial Liabilities-including
an amendment of FASB Statement No. 115," ("FAS 159").
Under FAS 159, a company may elect to measure eligible
financial assets and financial liabilities at fair value. Unrealized
gains and losses on items for which the fair value option has
been elected are reported in earnings at each subsequent
reporting date. Eligible items include, but are not limited to,
accounts and loans receivable, equity method investments,
accounts payable, guarantees, issued debt and firm
commitments. If elected, FAS 159 is effective for fiscal years
beginning after November 15, 2007. Currently, we have not
elected to account for any of our eligible items using the fair
value option under FAS 159.
In December 2007, the FASB issued FAS 141R, "Business
Combinations" and FAS 160, "Business Combinations and
Noncontrolling Interests" (FAS 141R and FAS 160,
respectively). FAS 141R and FAS 160 are effective for fiscal
years beginning after December 15, 2008. FAS 141R changes
the definitions of a business and a business combination, and
will result in more transactions recorded as business
combinations. Certain acquired contingencies will be recorded
initially at fair value on the acquisition date, transaction and
restructuring costs generally will be expensed as incurred and in
partial acquisitions companies generally will record 100 percent
of the assets and liabilities at fair value, including goodwill. We
do not expect these pronouncements to have an effect on our
financial statements unless we enter a business combination.
Fair Value Measurements
We adopted FAS 157 as of January 1, 2008, with the exception
of the application of the statement to nonrecurring nonfinancial
assets and nonfinancial liabilities.
FAS 157 establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. These tiers
include: Level 1, defined as observable inputs such as quoted
prices in active markets for identical assets or liabilities; Level
2, defined as inputs other than quoted prices for similar assets or
liabilities in active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
Financial assets accounted for at fair value on a recurring basis
at March 31, 2008 include cash equivalents of $3.3 million and
US Treasury Bills of $3.0 million. These assets are carried at
fair value based on quoted market prices for identical securities
(Level 1 inputs).
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Critical Accounting Policies
The following accounting policies are important to
understanding our financial condition and results of operations
and should be read as an integral part of the discussion and
analysis of the results of our operations and financial position.
For additional accounting policies, see note 2 to our
consolidated financial statements, "Summary of Significant
Accounting Policies" contained in the Company's Annual
Report on Form 10-K.
The Company has entered into a number of license agreements
covering potential products using the Company's SPD
technology. The Company receives minimum annual royalties
under certain license agreements and records fee income on a
ratable basis each quarter. In instances when sales of licensed
products by its licensees exceed minimum annual royalties, the
Company recognizes fee income as the amounts have been
earned. Certain of the fees are accrued by, or paid to, the
Company in advance of the period in which they are earned
resulting in deferred revenue.
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
All of our research and development costs are charged to
operations as incurred. Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and indirect overhead
expenses.
The Company has historically used the Black-Scholes option-
pricing model to determine the estimated fair value of each
option grant. The Black-Scholes model includes assumptions
regarding dividend yields, expected volatility, expected lives,
and risk-free interest rates. These assumptions reflect our best
estimates, but these items involve uncertainties based on market
conditions generally outside of our control. As a result, if other
assumptions had been used in the current period, stock-based
compensation expense could have been materially impacted.
Furthermore, if management uses different assumptions in
future periods, stock-based compensation expense could be
materially impacted in future years.
On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices. These options or warrants
may vest based upon specific services being performed or
performance criteria being met. In accordance with Emerging
Issues Task Force Issue 96-18, Accounting for Equity
Instruments that are Issued to Other than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services,
the Company would be required to record consulting expenses
based upon the fair value of such options or warrants on the date
that such options or warrants vest as determined using a Black-
Scholes option pricing model. Depending upon the difference
between the exercise price and the market price of the
Company's common stock on the date that such options or
warrants vest, the amount of non-cash expenses that could be
recorded as a result of the vesting of such options or warrants
can be material.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements, and reported amounts of revenues and
expenses during the reporting periods. Actual results could
differ from these estimates. An example of a critical estimate is
the full valuation allowance for deferred taxes that was recorded
based on the uncertainty that such tax benefits will be realized
in future periods.
Results of Operations for the Three Month Periods Ended March 31, 2008 and 2007
Three months ended March 31, 2008 and 2007
The Company's fee income from licensing activities for first
quarter of 2008 was $170,193, as compared to $29,792 for 2007.
This difference in fee income was primarily the result of the
Company entering into a new agreement with Hitachi Chemical
regarding payments made by Hitachi Chemical to the Company
for guaranteed access to future improvements in the Company's
technology, the timing and amount of minimum annual royalties
paid, and the date of receipt of such payment on certain license
agreements, by end-product licensees, and an amendment to an
existing license agreement with American Glass Products
("AGP"), which, among other things, increased the percentage
royalty due from AGP from 5% to 15%. 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. Also, licensees may
offset some or all of their royalty payments on sales of licensed
products for a given period by applying these advance payments
towards such earned royalty payments. Because the Company's
license agreements typically provide for the payment of
royalties by a licensee on product sales within 45 days after the
end of the quarter in which a sale of a licensed product occurs
(with some of the Company's more recent license agreements
providing for payments on a monthly basis), and because of the
time period which typically will elapse between a customer
order and the sale of the licensed product and installation in a
home, office building, automobile, aircraft, boat, or any other
product, there could be a delay between when economic activity
between a licensee and its customer occurs and when the
Company gets paid its royalty resulting from such activity.
Operating expenses decreased by $621,269 for the first quarter
of 2008 to $802,193 from $1,423,462 for the first quarter of
2007. This decrease was principally the result of non-cash
charges in 2007 of $450,000 resulting from the expensing of
primarily fully vested options granted during the first quarter of
2007. No options were granted in the first quarter of 2008
although a charge of $31,603 was recorded in 2008 relating to
the vesting of options previously granted to a consultant. Also
contributing to the decrease in operating expenses for the first
quarter of 2008 were lower payroll ($98,000), patent ($83,000),
and marketing ($31,000) expenses, partially offset by higher
accounting fees associated with the requirement that the
Company's internal controls over financial reporting are now
audited ($47,000).
Research and development expenditures decreased by $172,412
to $419,900 for the first quarter of 2008 from $592,312 for the
first quarter of 2007. This decrease was principally the result of
non-cash charges in 2007 of $241,000 resulting from the
expensing of fully vested options granted during the first quarter
of 2007 to the Company's scientific personnel. No options were
granted in the first quarter of 2008. Partially offsetting this
decrease in research and development expenses during the first
quarter of 2008 were higher payroll expenses ($36,000),
consulting and materials costs ($18,000), as well as higher rent
and allocated building costs ($8,000).
Investment income for the first quarter of 2008 was $67,406 as
compared to income from its investing activities of $56,834 for
the first quarter of 2007. This difference was primarily due to
higher cash balances available to invest for the entire quarter in
2008 partially offset by lower interest rates.
As a consequence of the factors discussed above, the Company's
net loss was $984,494 ($0.06 per common share) for the first
quarter of 2008 as compared to $1,929,148 ($0.13 per common
share) for the first quarter of 2007. The difference is primarily
due to non-cash accounting charges during the first quarter of
2007 of $690,950 ($0.05 per common share) resulting from the
issuance of stock options.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2008, the Company's cash and
cash equivalent balance decreased by $3,975,255 principally as
a result of the company investing $2,987,603 of its cash in short
term investments (US Treasury Bills), as well as cash used to
fund the Company's operating activities of $902,989. At March
31, 2008, the Company had working capital of $6,110,853 and
its shareholders' equity was $6,377,917.
The Company occupies premises under an operating lease
agreement which expires on January 31, 2014 and requires
minimum annual rent which rises over the term of the lease to
approximately $138,269.
The Company expects to use its cash 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
cash expenditures, existing cash reserves and budgeted
revenues, the Company believes that it would not require
additional funding until the end of 2009. 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 extent of commercialization of products
using the Company's technology by the Company's licensees
and payments of continuing royalties on account thereof.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 3 has been disclosed in Item
7A of the Company's Annual Report on Form 10-K for the year
ended December 31, 2007. There has been no material change
in the disclosure regarding market risk.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the
supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to
material information relating to the Company (including its
consolidated subsidiary) required to be included in the
Company's periodic SEC filings. There were no changes in the
Company's internal control over financial reporting during the
quarterly period ended March 31, 2008 that has materially
affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Forward-Looking Statements
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
31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary-Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe-Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary-Filed herewith.
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, Chairman
(Principal Executive Officer)
/s/ Joseph M. Harary
Joseph M. Harary, President and Treasurer
(Principal Financial, and Accounting Officer)
Date: May 7, 2008