Attached files
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, 2010 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 6, 2010, there
were outstanding 17,151,829 shares of Common Stock, par value $0.0001
per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
March 31, 2010
Assets (Unaudited) December 31,2009
Current assets:
Cash and cash equivalents $ 4,766,651 3,760,534
Royalty receivables, net of reserves
of $181,568 and 186,568 91,751 226,491
Prepaid expenses and other current assets 133,570 170,460
Note receivable SPD Control Systems 150,000 150,000
Total current assets 5,141,972 4,307,485
Fixed assets, net 134,481 143,770
Deposits and other assets 22,605 22,605
Total assets $ 5,299,058 4,473,860
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 177,185 52,388
Deferred revenue 208,750 25,000
Accrued expenses and other 188,887 231,135
Total liabilities 574,822 308,523
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 17,151,829 and 16,522,727
shares, respectively 1,715 1,652
Additional paid-in capital 82,787,643 80,563,038
Accumulated deficit (78,065,122) (76,399,353)
Total shareholders' equity 4,724,236 4,165,337
Total liabilities and shareholders' equity $ 5,299,058 4,473,860
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Three months ended
March 31, 2010 March 31, 2009
Fee income $ 127,011 186,632
Operating expenses 1,300,187 1,316,299
Research and development 496,312 466,375
1,796,499 1,782,674
Operating loss (1,669,488) (1,596,042)
Net investment income 3,719 5,492
Net loss $ (1,665,769) (1,590,550)
Basic and diluted
net loss
per common share $ (.10) (.10)
Basic and diluted
weighted average number of
common shares outstanding 16,765,968 15,742,784
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
March 31, 2010 March 31, 2009
Cash flows from operating activities:
Net loss $ (1,665,769) (1,590,550)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 10,885 9,847
Stock-based compensation 606,015 284,105
Recovery of provision for
uncollectible royalty receivable (5,000) --
Changes in assets and liabilities:
Royalty receivables 139,740 (13,340)
Prepaid expenses and other assets 36,890 42,562
Deferred revenue 183,750 60,000
Accounts payable and accrued expenses 82,549 77,747
Net cash used in operating activities (610,940) (1,129,629)
Cash flows from investing activities:
Purchase of fixed assets (1,596) (17,060)
Proceeds from Investments (US Treasury Securities) -- 799,916
Net cash used in investing activities (1,596) 782,856
Cash flows from financing activities:
Net proceeds from issuance of common stock 1,618,653 --
Net cash provided by financing activities 1,618,653 --
Net increase (decrease)in cash and cash equivalents 1,006,117 (346,773)
Cash and cash equivalents at beginning of year 3,760,534 2,367,512
Cash and cash equivalents at end of period $ 4,766,651 2,020,739
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2010
(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, 2010 are
not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2010. 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,
2009.
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 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 2010, five licensees of the
Company accounted for approximately 23%, 20%, 17%, 15%, and 10%,
respectively, of fee income recognized during such period.
Stock-Based Compensation
GAAP 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. GAAP also requires that tax benefits related
to stock option exercises be reflected as financing cash inflows instead
of operating cash inflows.
During the first three months of 2010 the Company granted 175,500
fully vested options to employees and 500 fully vested options to a
consultant. The relevant information for this option grant was as
follows:
Fair value of option on date of grant $2.31
Expected dividend yield --
Expected Volatility 76%
Risk free interest rate 2.57
Expected term of option 5 years
In addition during the first three months of 2010, the Company granted a
total of 40,500 shares of restricted common stock to three directors. The
market price of each share on the date of grant was $3.69. These shares
were fully vested on the date of grant.
The aggregate charge to operations relating to these options and share
grants as well as charges relating to grants from prior years that vested
during the first quarter of 2010 was $606,015 and remaining unvested
charges relating to these grants was $246,546 at March 31, 2010.
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.
Equity
On March 3, 2010, the Company received proceeds of $1,618,653 from
the sale of 588,602 shares of common stock to a group of accredited
investors. In addition to the shares, the investors received 117,719 five
year warrants to purchase Company Common Stock at $5.00 per share.
The securities were sold pursuant to the Company's effective
registration statement filed with the SEC. The proceeds of the offering
will be used by the Company to expand its operations, including
increasing marketing programs for products using its state-of-the-art
SPD light-control film technology.
Treasury Stock
The Company did not repurchase any of its stock during the three
months ended March 31, 2010 or 2009.
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, 2010, the principal and interest
amount outstanding under this Note was $150,000 and $35,198,
respectively.
Fair Value Measurements
We value financial instruments using 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, 2010 include cash equivalents of approximately $4.8 million. These
assets are carried at fair value based on quoted market prices for
identical securities (Level 1 inputs).
Recent Accounting Pronouncements
New Accounting Standards
In January 2010, the FASB issued ASU No. 2010-06, "Fair Value
Measurements and Disclosures (Topic 820) Improving Disclosures
about Fair Value Measurements." ASU 2010-06 requires new
disclosures regarding transfers in and out of the Level 1 and 2 and
activity within Level 3 fair value measurements and clarifies existing
disclosures of inputs and valuation techniques for Level 2 and 3 fair
value measurements. ASU 2010-06 also includes conforming
amendments to employers' disclosures about postretirement benefit plan
assets. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosure of activity within Level 3
fair value measurements, which is effective for fiscal years beginning
after December 15, 2010, and for interim periods within those years.
The adoption of this standard did not have any impact on our financial
position or results of operation.
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," filed with our form 10-K for December 31, 2009.
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
accounting for equity instruments that are issued to other than employees
for acquiring, or in conjunction with selling, goods or services, the
Company is required to record consulting expenses based upon the fair
value as determined using a Black-Scholes option pricing model of such
options or warrants on the date that such options or warrants vest.
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, 2010 and 2009
The Company's fee income from licensing activities for the first three
months of 2010 was $127,011 as compared to $186,632 for the first
three months of 2009. 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.
Furthermore, the expiration of an agreement with a licensee in May
2009, regarding payments for guaranteed access to certain improvements
in the Company's technology reduced fee income by approximately
$120,000. Without the expiration of this agreement, fee income for the
first quarter of 2010 would have been higher than the same period in
2009. 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 decreased by $16,112 for the first three months of
2010 to $1,300,187 from $1,316,299 for the first three months of 2009.
This decrease was the result of lower patent ($78,000), insurance
($17,000), professional fees ($18,000) and directors expenses ($99,000)
partially offset by higher payroll and stock compensation charges
($195,000) as well as higher marketing and investor relations costs
($10,000).
Research and development expenditures increased by $29,937 to
$496,312 for the first three months of 2010 from $466,375 for the first
three months of 2009. This increase was principally the result of higher
payroll and stock compensation charges ($86,000) partially offset by
lower materials costs ($38,000) as well as lower allocated insurance
costs ($17,000).
The Company's net investment income for the first three months of
2010 was $3,719, as compared to net investment income of $5,492 for
the first three months of 2009. This difference was primarily due to
lower cash balances available to invest during most of the quarter as well
as lower interest rates.
As a consequence of the factors discussed above, the Company's net
loss was $1,665,769 ($.10 per common share) for the first three months
of 2010 as compared to $1,590,550 ($.10 per common share) for the first
three months of 2009.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2010, the Company's cash and cash
equivalent balance increased by $1,006,117 principally as a result of
cash proceeds from the sale of common stock of $1,618,653 partially
offset by cash used to fund the Company's operating activities of
$610,940. At March 31, 2010, the Company had working capital of
$4,567,150 and its shareholders' equity was $4,724,236.
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 third quarter of 2011. 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, 2009. 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, 2010 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 6, 201
