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, 2007 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, or a non-accelerated filer.
See definition of "accelerated filer and large accelerated filer" in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer []Accelerated filer[ ]Non-accelerated filer
[X]
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 9, 2007, there were outstanding 15,348,601 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
March 31,2007
Assets (Unaudited) December 31,2006
Current assets:
Cash and cash equivalents $9,241,179 3,000,521
Royalty receivables, net of
reserves of $103,674 in both years 80,000 65,000
Prepaid expenses and other current assets 48,403 60,860
Total current assets 9,369,582 3,126,381
Fixed assets, net 102,176 102,651
Deposits 22,605 22,605
Total assets $9,494,363 3,251,637
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 204,278 120,345
Deferred revenue 34,375 5,000
Accrued expenses and other 202,739 133,671
Total liabilities 441,392 259,016
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 15,348,601 and 14,507,507
shares, respectively 1,532 1,451
Additional paid-in capital 73,217,118 65,227,701
Accumulated deficit (64,165,679) (62,236,531)
Total shareholders' equity 9,052,971 2,992,621
Total liabilities and shareholders' equity $9,494,363 3,251,637
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Three months ended
March 31,2007 March 31,2006
Fee income $ 29,792 26,250
Operating expenses 1,423,462 636,662
Research and development 592,312 330,900
2,015,774 967,562
Operating loss (1,985,982) (941,312)
Net investment income 56,834 23,206
Net loss $ (1,929,148) (918,106)
Basic and diluted net loss per common share $ (.13) (.07)
Weighted average number of
common shares outstanding 14,899,021 13,812,559
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
March 31,2007 March 31, 2006
Cash flows from operating activities:
Net loss $( 1,929,148) ( 918,106)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 7,988 8,157
Stock based compensation 690,950 --
Changes in assets and liabilities:
Royalty receivables (15,000) (11,250)
Prepaid expenses and other current assets 12,457 67,083
Deferred revenue 29,375 --
Accounts payable and accrued expenses 153,001 (73,765)
Net cash used in operating activities (1,050,377) (927,881)
Cash flows from investing activities:
Purchase of fixed assets (7,513) (885)
Net cash used in investing activities ( 7,513) ( 885)
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 6,240,658 (928,766)
Cash and cash equivalents at beginning of year 3,000,521 3,644,685
Cash and cash equivalents at end of period $ 9,241,179 2,715,919
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2007
(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, 2007 are not necessarily indicative of the
results that may be expected for the fiscal year ending December
31, 2007. 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, 2006.
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; and flat panel displays for electronic
products. SPD-Smart light control film is now being 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.
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. No options were granted
during the first quarter of 2006.
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, 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, 2007 or 2006.
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, 2007 and 2006
The Company's fee income from licensing activities for the first
quarter of 2007 was $29,792, as compared to $26,250 for the first
quarter of 2006. This difference in fee income was primarily the
result of 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. 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 increased by $786,800 for the first quarter of
2007 to $1,423,462 from $636,662 for the first quarter of 2006.
This increase was principally the result of increased non-cash
charges to operating expenses ($450,000) resulting from the
expensing of options granted during the first quarter of 2007,
higher payroll ($161,000), patent ($119,000), marketing ($51,000),
insurance ($41,000) expenses and professional fees ($20,000),
partially offset by lower consulting fees (decreased by
approximately $31,000).
Research and development expenditures increased by $261,412 to
$592,312 for the first quarter of 2007 from $330,900 for the first
quarter of 2006. This increase was principally the result of
increased non-cash charges to research and development expenses
($241,000) resulting from the expensing of options granted during
the first quarter of 2007 to the Company's scientific personnel,
higher payroll expenses ($26,000), offset by lower expenses for
equipment rental (lower by approximately $17,000) and materials
(lower by approximately $12,000).
Investment income for the first quarter of 2007 was $56,834 as
compared to income from its investing activities of $23,206 for the
first quarter of 2006. This difference was primarily due to higher
cash balances available to invest.
As a consequence of the factors discussed above, the Company's
net loss was $1,929,148 ($0.13 per common share) for the first
quarter of 2007 as compared to $918,106 ($0.07 per common
share) for the first quarter of 2006. The difference is primarily due
to non-cash accounting charges of $690,950 ($0.05 per common
share) resulting from the issuance of stock options during the first
quarter of 2007.
Financial Condition, Liquidity and Capital Resources
During the first three months of 2007, the Company's cash and
cash equivalent balance increased by $6,240,658 principally as a
result of proceeds from the sale of common stock and the exercise
of options and warrants ($7,298,548), partially offset by cash used
to fund the Company's operating activities of $1,050,377. At
March 31, 2007, the Company had working capital of $8,928,190
and its shareholders' equity was $9,052,971.
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.
In February 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.
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 towards 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.
New Accounting Standards
In July 2006, FASB issued FAS Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes an interpretation
of FAS No. 109" ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in the financial statements
in accordance with FAS No. 109, "Accounting for Income Taxes."
FIN 48 prescribes a recognition threshold and measurement
attribute for a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on future changes,
classification, interest and penalties, accounting in interim periods,
disclosures and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company has completed
its initial evaluation of the impact of the adoption of FIN 48 and
determined that such adoption is not expected to have a material
impact on the Company's financial position or results from
operations.
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, 2006. 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,
2007 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 5. Other Information
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 investment in 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 an investment of up to $150,000 by SPD Enterprises
based upon the achievement of certain development milestones by
SPD Control Systems, including meeting the known specifications
of at least one automobile manufacturer whose identity has been
specifically identified to Research Frontiers Incorporated.
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.
32.1Section 1350 Certification of Robert L. Saxe-Filed herewith.
32.2Section 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 9, 2007