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, 2009 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 has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to
submit and post such files). 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, 2009, there
were outstanding 15,742,784 shares of Common Stock, par value $0.0001
per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
March 31, 2009
Assets (Unaudited) December 31,2008
Current assets:
Cash and cash equivalents $2,020,739 2,367,512
Investments (US Treasury Securities) 1,499,580 2,299,496
Royalty receivables, net of reserves of
$203,674 in both periods 142,127 128,787
Prepaid expenses and other current assets 95,475 141,736
Total current assets 3,757,921 4,937,531
Fixed assets, net 167,113 159,900
Note receivable SPD Control Systems 150,000 150,000
Deposits and other assets 40,148 36,449
Total assets $4,115,182 5,283,880
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 79,700 104,680
Deferred revenue 60,000 --
Accrued expenses and other 409,742 307,015
Total liabilities 549,442 411,695
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 15,742,784 and 15,442,834
shares, respectively 1,574 1,544
Additional paid-in capital 77,551,308 77,267,233
Accumulated deficit (73,987,142)(72,396,592)
Total shareholders' equity 3,565,740 4,872,185
Total liabilities and shareholders' equity $ 4,115,182 5,283,880
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Three months ended
March 31, 2009 March 31, 2008
Fee income $ 186,632 170,193
Operating expenses 1,316,299 802,193
Research and development 466,375 419,900
1,782,674 1,222,093
Operating loss (1,596,042) (1,051,900)
Net investment income 5,492 67,406
Net loss $ (1,590,550) (984,494)
Basic and diluted
net loss
per common share $ (.10) (.06)
Basic and diluted
weighted average number of
common shares outstanding 15,742,784 15,440,434
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
March 31, 2009 March 31, 2008
Cash flows from operating activities:
Net loss $ (1,590,550) (984,494)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 9,847 9,336
Stock-based compensation 284,105 31,603
Changes in assets and liabilities:
Royalty receivables (13,340) (23,034)
Prepaid expenses and other assets 42,562 8,858
Deferred revenue 60,000 26,250
Accounts payable and accrued expenses 77,747 28,492
Net cash used in operating activities (1,129,629) (902,989)
Cash flows from investing activities:
Purchase of fixed assets (17,060) (9,663)
Note receivable - SPD Control Systems -- (75,000)
Purchase of Investments (US Treasury Securities) -- (2,987,603)
Proceeds from Investments (US Treasury Securities) 799,916 --
Net cash used in investing activities 782,856 (3,072,266)
Net decrease in cash and cash equivalents (346,773) (3,975,255)
Cash and cash equivalents at beginning of year 2,367,512 7,260,192
Cash and cash equivalents at end of period $ 2,020,739 3,284,937
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2009
(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 and nine months ended
March 31, 2009 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2009.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report
on Form 10-K relating to Research Frontiers Incorporated (the
"Company") for the fiscal year ended December 31, 2008.
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; appliance
applications and flat panel displays for electronic products.
SPD-Smart light control film is now being developed for, or
used in, architectural, automotive, marine, and aerospace
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.
Fee Income
Fee income represents amounts earned by the Company under
various license and other agreements relating to technology
developed by the Company. During the first three months of
2009, seven licensees of the Company accounted for
approximately 63%, 8%, 7%, 7%, 7%, 4% and 3%,
respectively, of fee income recognized during such period.
Stock-Based Compensation
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 three months of 2009.
During the quarter ended March 31, 2009, $31,602 was charged
to operations in connection with the vesting of an earlier option
grant to a consultant. During the quarter ended March 31,
2009, the Company granted 100,000, 199,700 and 250 shares of
restricted common stock to its directors, employees and a
consultant, respectively. All of the shares granted to the
directors and the consultant, as well as 1,200 shares granted to
employees vested immediately upon grant. The remaining
198,500 shares vest ratably over the next 36 months. The
market value per share on the date of grant was $2.14. In
connection with this grant, the Company charged $252,503 to
operations during the quarter ended March 31, 2009.
Treasury Stock
The Company did not repurchase any of its stock during the
three months ended March 31, 2009 or 2008.
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, 2009, Investments consisted of $1.5 million
in short term US Treasury Securities which are reported at fair
value (which approximates cost) on the accompanying balance sheet.
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, 2009, the principal and interest amount outstanding
under this Note was $150,000 and $17,543, respectively.
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, 2009 include cash equivalents of approximately
$2.0 million and US Treasury Securities of $1.5 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, 2009 and 2008
The Company's fee income from licensing activities for the
first three months of 2009 was $186,632 as compared to
$170,193 for the first three months of 2008. This difference in
fee income was primarily due to 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. Fee income also includes earned royalties resulting
from sales by certain licensees in the architectural and aircraft
markets. In addition to product sales in the architectural and
aircraft markets included in fee income as described above,
during the first quarter of 2009, one licensee reported product
sales in the automotive market, although the fee income
generated from such sales did not exceed the minimum annual
royalties recorded for such licensee during the first quarter of
2009, so no additional fee income was recorded with respect to
such automotive sales. 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 is paid
its royalty resulting from such activity.
Operating expenses increased by $514,106 for the first three
months of 2009 to $1,316,299 from $802,193 for the first three
months of 2008. This increase was principally the result of
increased non-cash charges to operating expenses ($246,000)
resulting from grant of restricted shares to directors, employees
and a consultant, as well as higher directors fees and expenses
($161,000) as well as higher patent costs ($112,000).
Research and development expenditures increased by $46,475
to $466,375 for the first three months of 2009 from $419,900
for the first three months of 2008. This increase was principally
the result of higher payroll and stock compensation charges
($18,000) plus higher materials costs ($27,000).
The Company's net investment income for the first three
months of 2009 was $5,492, as compared to net investment
income of $67,406 for the first three months of 2008. This
difference was primarily due to lower cash balances available
to invest as well as lower interest rates.
As a consequence of the factors discussed above, the
Company's net loss was $1,590,550 ($.10 per common share)
for the first three months of 2009 as compared to $984,494
($.06 per common share) for the first three months of 2008.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2009, the Company's cash and
cash equivalent balance decreased by $346,773 principally as a
result of cash used to fund the Company's operating activities
of $1,129,629, partially offset by $799,916 in proceeds from the
maturity of an investment in U.S. Treasury Securities. At
March 31, 2009, the Company had working capital of
$3,208,479 and its shareholders' equity was $3,565,740.
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 first quarter of 2010. 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, 2008. 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 Company's Chairman and its Chief
Executive and 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 Chairman and its Chief
Executive and 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, 2009 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
/s/ Joseph M. Harary
Joseph M. Harary, President, CEO and Treasurer
(Principal Executive, Financial and Accounting Officer)
Date: May 7, 2009