SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2003 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization) (IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No __
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of
November 13, 2003, there were outstanding 12,643,413 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
September 30,2003
Assets (Unaudited) Dec.31,2002
Current assets:
Cash and cash equivalents $ 5,508,260 5,117,571
Marketable investment securities-available for sale 5,875 11,250
Royalty receivables 277,391 138,147
Prepaid expenses and other current assets 76,589 26,661
Total current assets 5,868,115 5,293,629
Investment in SPD Inc., net 569,704 750,002
Fixed assets, net 162,717 200,815
Deposits and other assets 22,605 22,605
Total assets $ 6,623,141 6,267,051
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 105,265 88,609
Deferred revenue 104,745 12,000
Accrued expenses and other 143,867 191,976
Total liabilities 353,877 292,585
Shareholders' equity:
Common stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and outstanding
12,613,413 shares and 12,215,879 shares 1,261 1,222
Additional paid-in capital 55,730,647 52,124,811
Accumulated other comprehensive loss (6,625) (1,250)
Accumulated deficit (49,456,019) (46,150,317)
Total shareholders' equity 6,269,264 5,974,466
Total liabilities and shareholders' equity $ 6,623,141 6,267,051
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept.30,2003 Sept.30,2002 Sept.30,2003 Sept.30,2002
Fee income $ 229,625 112,769 $ 80,308 31,019
Operating expenses 1,847,154 1,992,937 605,492 588,757
Research and development 1,456,738 1,393,045 412,734 526,085
Charge for reduction in value
of investment in SPD Inc. 255,200 -- -- --
3,559,092 3,385,982 1,018,226 1,114,842
Operating loss (3,329,467) (3,273,213) (937,918) (1,083,823)
Net investment income 23,765 279,767 6,733 52,505
Net loss $(3,305,702) (2,993,446) $ (931,185) (1,031,318)
Basic and diluted net loss
per common share $ (.27) (.25) $ (.07) (.08)
Weighted average number of
common shares outstanding 12,365,354 12,136,893 12,528,406 12,142,594
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept.30,2003 Sept.30,2002
Cash flows from operating activities:
Net loss $(3,305,702) (2,993,446)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 84,046 84,287
Charge for reduction in value of investment in SPD Inc. 255,200 --
Expense relating to cashless exercise of stock options 40,987 --
Expense relating to issuance of stock options
and warrants for services performed 27,900 102,994
Changes in assets and liabilities:
Royalty receivable (139,244) (21,522)
Prepaid expenses and other current assets (49,928) 100,412
Deferred revenue 92,745 (9,375)
Accounts payable and accrued expenses (31,453) (5,628)
Net cash used in operating activities (3,025,449) (2,742,778)
Cash flows from investing activities:
Proceeds from sale of available-for-sale securities -- 6,991,771
Investment in SPD Inc., at cost (74,902) --
Purchase of fixed assets (45,948) (27,858)
Net cash (used in) provided by investing activities (120,850) 6,963,913
Cash flows from financing activities:
Proceeds from issuances of common stock 3,536,988 2,507,157
Purchase of treasury stock -- (2,141,894)
Net cash provided by financing activities 3,536,988 365,263
Net increase in cash and cash equivalents 390,689 4,586,398
Cash and cash equivalents at beginning of year 5,117,571 853,210
Cash and cash equivalents at end of period $ 5,508,260 5,439,608
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2003
(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
September 30, 2003 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2003. 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, 2002.
Business
Research Frontiers Incorporated (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 RFI, 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.
Investment in SPD Inc.
During the second quarter of 2001, the Company, through its wholly-
owned subsidiary, SPD Enterprises, Inc., invested approximately
$750,000 for a minority equity interest in SPD Inc., a subsidiary of
Hankuk Glass Industries Inc., Korea's largest glass manufacturer,
which is dedicated exclusively to the production of suspended particle
device (SPD) light-control film and a wide variety of end-products
using SPD film. In April 2003, the Company's wholly-owned
subsidiary, SPD Enterprises, Inc., invested $74,902 in SPD Inc.,
raising its equity ownership from 6.67% to 6.91%. SPD Inc.'s parent
company invested at the same time and at the same price, $748,931,
raising its equity ownership in SPD Inc. from 66.67% to 69.09%.
Because of these recent financing activities by SPD Inc. in which
Hankuk and SPD Enterprises paid a lower price than originally paid
by SPD Enterprises in connection with its initial investment in SPD
Inc., the value of SPD Enterprises' investment in SPD Inc. was
reduced by $255,200 during the first quarter of 2003. The Company's
license agreement with Hankuk Glass Industries provides for the
payment of minimum annual royalties to the Company in 2002 and 2003.
Patent Costs
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
Adoption of New Accounting Pronouncements
The Company adopted on January 1, 2003 Financial Accounting
Standards Board Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146
spreads out the reporting of expenses relating to restructurings initiated
after 2002, because commitment to a plan to exit an activity or dispose
of long-lived assets will no longer be enough to record a liability for
the anticipated costs. Instead, companies will record exit and disposal
costs when they are "incurred" and can be measured at fair value, and
they will subsequently adjust the recorded liability for changes in
estimated cash flows. The adoption of SFAS No. 146 had no impact
on the Company's consolidated financial statements as no
restructurings are planned.
In November 2002, the EITF reached a consensus on Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Issue 00-21
provides guidance on how to account for arrangements that involve the
delivery or performance of multiple products, services and/or rights to
use assets. The provisions of Issue 00-21 apply to revenue
arrangements entered into in fiscal periods beginning after June 15,
2003 but do not supersede existing authoritative guidance. The
adoption of Issue 00-21 did not have an impact on the Company's
financial statements because the Company does not have any
arrangements which would be subject to Issue 00-21.
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation No. 46
clarifies the application of Accounting Research Bulletin No. 51 and
applies immediately to any variable interest entities created after
January 31, 2003 and to variable interest entities in which an interest
is obtained after that date. This Interpretation is applicable to the
Company in the quarter ending December 31, 2003, for interests
acquired in variable interest entities prior to February 1, 2003. This
Interpretation requires variable interest entities to be consolidated if
the equity investment at risk is not sufficient to permit an entity to
finance its activities without support from other parties or the equity
investors lack specified characteristics. The adoption of this
Interpretation is not expected to have a material impact on the
Company's financial statements because the Company does not have
any interest in variable interest entity.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS
No. 133 on Derivative Instruments and Hedging Activities." SFAS No.
149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts,
and for hedging activities under SFAS No. 133. In particular, this
Statement clarifies under what circumstances a contract with an initial
net investment meets the characteristic of a derivative. It also clarifies
when a derivative contains a financing component that warrants
special reporting in the statement of cash flows. SFAS No. 149 is
generally effective for contracts entered into or modified after June 30,
2003 and did not have an impact on the Company's financial
statements because the Company has no derivative instruments.
In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity." SFAS No. 150 establishes standards for how a company
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify certain financial instruments as a liability (or as an asset in
some circumstances). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150 did not
have an impact on the Company's financial statements because the
Company has no financial instruments which would be subject to SFAS No. 150.
Revenue Recognition
The Company has entered into a number of license agreements
covering potential products. 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.
Stock-Based Compensation
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No.
148 provides alternative methods of transition for a voluntary change
to the fair value method of accounting for stock-based employee
compensation as originally provided by SFAS No. 123, "Accounting
for Stock-Based Compensation." Additionally, SFAS No. 148 amends
the disclosure provisions of SFAS No. 123 to require prominent
disclosure in both the annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of
the method used on reported results. The Company adopted the
disclosure portion of this statement in the fiscal quarter ended March
31, 2003. The FASB recently decided that they will require stock-
based employee compensation to be recorded as a charge to earnings
beginning as early as 2004.
The exercise price for stock options granted are generally set at the
average of the high and low trading prices of the Company's common
stock on the trading date immediately prior to the date of grant, and the
related number of shares granted are fixed at the date of grant. Under
the principles of APB Opinion No. 25, the Company does not
recognize compensation expense associated with the grant of stock
options. SFAS No. 123 requires the use of option valuation models to
determine the fair value of options granted after 1995. Pro forma
information regarding net loss and net loss per share shown below was
determined as if the Company had accounted for its employee stock
options and shares sold under its stock purchase plan under the fair
value method set forth in SFAS No. 123.
The fair value of the options was estimated at the date of grant using
a Black-Scholes option pricing model. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized over
the options' vesting periods.
The following table illustrates the effect on net loss and earnings per
share as if the fair value method had been applied:
Three months ended Nine months ended
Sept.30,2003 Sept.30,2002 Sept.30,2003 Sept.30,2002
Net loss $ (931,185) (1,031,318) (3,305,702) (2,993,446)
Add: Total stock-based
employee compensation
expense included in
net loss $ -- -- 40,987 --
Deduct: Total stock-based
employee compensation
determined under fair-
value based method
for all awards $ (56,275) (587,230) (816,987) (788,273)
Pro forma $ (987,460) (1,618,548) (4,081,702) (3,781,719)
Basic and diluted net loss
per common share As reported $(0.07) (0.08) $ (0.27) (0.25)
Pro forma $(0.08) (0.13) $ (0.33) (0.31)
No options were granted in the third quarter of fiscal year 2003. The
weighted-average estimated fair value at the date of grant for options
granted in the first nine months of fiscal year 2003 was $7.45. Options
covering 81,500 shares were granted in the first nine months of fiscal year
2003. The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model. The following weighted-
average assumptions were used in determining the fair value of options
granted in the first nine months of fiscal year 2003: dividend yield of 0%;
expected volatility factor of 82.05%; risk-free interest rate of 1.75%; and
an expected life of 3.77 years.
Shareholders' Equity
Issuance of Common Stock
For the nine months ended September 30, 2003, the Company received
$3,536,988 of net cash proceeds from (i) the issuance of 25,000 shares
of common stock of the Company (along with a ten-year warrant to
purchase 25,000 shares of common stock of the Company at an
exercise price of $9.00 per share) in a private placement to a director
of the Company resulting in net proceeds of $165,000; (ii) 294,300
shares of common stock issued upon the exercise of warrants resulting
in net proceeds of $2,862,379; and (iii) the issuance of 69,475 shares
of common stock issued upon the exercise of options resulting in net
proceeds of $509,590. In addition, 3,754 shares were issued through
the cashless exercise of certain options and warrants, resulting in non-
cash directors expense of $40,987 being recorded, and 9,995 shares
with a value of $108,995 were delivered to the Company and
immediately retired in payment of the exercise price of options to
purchase 15,000 shares.
For the nine months ended September 30, 2002, the Company received
$2,507,157 of net cash proceeds from (i) the issuance of 33,875 shares
of common stock issued upon the exercise of options resulting in net
proceeds of $243,767; (ii) 181,000 shares of common stock issued
upon the exercise of warrants resulting in net proceeds of $2,099,081;
and (iii) $164,311 of cash received in early January for the settlement
of a warrant exercised in late December 2001. In addition, 2,816
shares with a value of $39,200 were delivered to the Company and
immediately retired in payment of the exercise price of options to
purchase 10,500 shares, and 250 shares of common stock were issued
in connection with the acquisition by the Company of the domain name
"SmartGlass.com" resulting in non-cash marketing expense of $1,518.
Treasury Stock
The Company did not repurchase any of its stock during the nine
months ended September 30, 2003. In addition, 9,995 shares with a
value of $108,995 were delivered to the Company and immediately
retired in payment of the exercise price of options to purchase 15,000
shares.
For the nine months ended September 30, 2002, the Company
purchased in the open market and subsequently retired 170,425 shares
of treasury stock with an aggregate cost of $2,141,894. In addition,
2,816 shares with a value of $39,200 were delivered to the Company
and immediately retired in payment of the exercise price of options to
purchase 10,500 shares.
Issuance of Warrants and Options
During the second quarter of 2003, the Company issued options to a
consultant to purchase 5,000 shares of common stock at an exercise
price of $9.54 per share. The Company recorded $27,900 of non-cash
expense in connection with the issuance of these options.
During the second quarter of 2002, the Company issued warrants to
SPD Inc. to purchase 10,000 shares of common stock at an exercise
price of $12.19 per share as an award for being the first licensee of the
Company to produce and sell commercial quantities of SPD film. The
Company recorded $64,000 of non-cash expense in connection with
the issuance of these warrants.
During the second quarter of 2002, the Company issued options to its
five Advisory Board members to purchase a total of 5,000 shares of
common stock at an exercise price of $12.775 per share. The Company
recorded $37,050 of non-cash expense in connection with the issuance
of these options. During the third quarter of 2002, the Company issued
options to purchase 250 shares of common stock in connection with
the acquisition by the Company of the domain name
"SmartGlass.com" resulting in non-cash marketing expense of $2,647.
Comprehensive Income
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income. (SFAS No. 130) requires that companies
disclose comprehensive income, which includes net income, foreign
currency translation adjustments, minimum pension liability
adjustments, and unrealized gains and losses on marketable securities
classified as available-for-sale. The components of comprehensive loss
for the three and nine months ended September 30, 2003 and 2002 are
as follows:
Three months ended Nine months ended
Sept.30,2003 Sept.30,2002 Sept.30,2003 Sept.30,2002
Net loss $(931,185) (1,031,318) (3,305,702) (2,993,446)
Reclassification adjustments
for gains realized in net
income during the period -- (60,217) -- (80,585)
Unrealized holding gain (loss)
arising during period (3,375) 56,588 (5,375) 80,585
Total comprehensive loss $(934,560) (1,034,947) (3,311,077) (2,993,446)
Performance Bonus Plan
In November 2002, the Company's Board of Directors approved a
performance bonus plan to replace earlier bonus plans with a general
bonus plan under which bonuses are awarded to employees of the
Company for outstanding achievement including technical
accomplishments, sales and revenue growth, and other performance
milestones. All employees of the Company are eligible to receive
bonuses under this plan and the bonuses shall not exceed $300,000 in
the aggregate for 2003. During the first quarter of 2003, bonuses were
awarded under this plan to certain non-management employees of the
Company totaling $52,500, and no bonuses were awarded under this
plan to any members of management.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
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 Company applies the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc. Because no public market exists for the common stock
of SPD Inc., the Company reviews the operating performance,
financing and forecasts for such entity in assessing the net realizable
value of this investment. As a result, any significant adverse change
in the above could lead to an impairment charge in future periods.
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.
Controls and Procedures
We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well as to
safeguard assets from unauthorized use or disposition. We evaluated
the effectiveness of the design and operation of our disclosure controls
and procedures under the supervision and with the participation of
management, including our Chief Executive Officer and Chief
Financial Officer, within 90 days prior to the filing date of this report.
Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic Securities and Exchange
Commission filings. No significant changes were made to our internal
controls or other factors that could significantly affect these controls
subsequent to the date of their evaluation.
Results of Operations for the Nine-Month Periods
Ended September 30, 2003 and 2002
The Company's fee income from licensing activities for the first nine
months of 2003 was $229,625 as compared to $112,769 for the first
nine months of 2002. This increase in fee income was primarily the
result of new license agreements entered into in 2002 and 2003 and
minimum annual royalties paid 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 their advance payments towards such
earned royalty payments.
Operating expenses decreased by $145,783 for the first nine months
of 2003 to $1,847,154 from $1,992,937 for the first nine months of
2002. This decrease was primarily the result of decreased expenses in
connection with market research, public relations, consulting, travel
and patent expenses, partially offset by increases in salaries, legal fees,
non-cash directors expenses resulting from the cashless exercise of
stock options of $40,987, and insurance costs.
Research and development expenditures increased by $63,693 to
$1,456,738 for the first nine months of 2003 from $1,393,045 for the
first nine months of 2002. This increase was primarily the result of
increased payroll expenses primarily from performance bonuses paid
to non-management employees and higher insurance costs.
Results for the first nine months of 2003 reflect a non-cash charge of
$255,200 against income recorded by the Company in the first quarter
of 2003 to reflect a reduction in the value of its investment in SPD
Inc. determined based upon recent financing activities by SPD Inc.
The Company's net investment income for the first nine months of
2003 was $23,765 as compared to net investment income of $279,767
for the first nine months of 2002. This difference was primarily due to
a lower level of average investment balances in 2003 compared to
2002, and lower interest rates.
As a consequence of the factors discussed above, the Company's net
loss was $3,305,702 ($0.27 per share) for the first nine months of
2003 as compared to $2,993,446 ($0.25 per share) for the first nine
months of 2002.
Results of Operations for the Three-Month Periods
Ended September 30, 2003 and 2002
The Company's fee income from licensing activities for the third
quarter of 2003 was $80,308 as compared to $31,019 for the third
quarter of 2002. This increase in fee income was primarily the result
of new license agreements entered into in 2002 and 2003 and
minimum annual royalties paid 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 their advance payments towards such
earned royalty payments.
Operating expenses increased by $16,735 for the third quarter of 2003
to $605,492 from $588,757 for the third quarter of 2002. This increase
was primarily the result of increases in salaries and insurance costs,
partially offset by decreased expenses in connection with public
relations, legal fees, travel and patent expenses.
Research and development expenditures decreased by $113,351 to
$412,734 for the third quarter of 2003 from $526,085 for the third
quarter of 2002. This decrease was primarily due decreases in
material costs, office expenses, and consulting expenses, partially
offset by increased payroll expenses.
The Company's net investment income for the third quarter of 2003
was $6,733 as compared to net investment income of $52,505 for the
third quarter of 2002. This difference was primarily due to a lower
level of average investment balances in 2003 compared to 2002, and
lower interest rates.
As a consequence of the factors discussed above, the Company's net
loss was $931,185 ($0.07 per share) for the third quarter of 2003 as
compared to $1,031,318 ($0.08 per share) for the third quarter of 2002.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 2003, the Company's cash and cash
equivalent balance increased by $390,689 principally as a result of
cash used to fund the Company's operating activities of $3,025,449,
offset by $3,536,988 of proceeds received, net of expenses, from the
private placement of common stock and the issuance of common stock
upon the exercise of options and warrants. At September 30, 2003, the
Company had working capital of $5,514,238 and its shareholders'
equity was $6,269,264.
In April 2003, the Company's wholly-owned subsidiary, SPD
Enterprises, Inc., invested $74,902 in SPD Inc., raising its equity
ownership from 6.67% to 6.91%. SPD Inc.'s parent company invested
at the same time and at the same price, $748,931, raising its equity
ownership in SPD Inc. from 66.67% to 69.09%.
On October 1, 1998, the Company announced that Ailouros Ltd., a
London-based institutional money management fund, has committed
to purchase up to $15 million worth of common stock of the Company
through December 31, 2001. This commitment is in the form of a
Class A Warrant issued to Ailouros Ltd. which gives the Company the
option in any three-month period to deliver a put notice to Ailouros
requiring them to purchase an amount of common stock specified by
the Company at a price equal to the greater of (A) 92% of the seven-
day average trading price per share of common stock, or (B) a
minimum or "floor" price per share set by the Company from time to
time. The pricing was initially subject to an overall cap of $15 per
share, which cap has now been eliminated by mutual agreement so that
the Company may put stock to Ailouros at selling prices in excess of
$15 per share. However, the Company is not required to sell any
shares under the agreement. Before the beginning of each of a series
of three-month periods specified by the Company, the Company
determines the amount of common stock that the Company wishes to
issue during such three-month period. The Company also sets the
minimum selling or "floor" price, which can be reset by the Company
in its sole discretion prior to the beginning of any subsequent three-
month period. Therefore, at the beginning of each three-month period,
the Company will determine how much common stock, if any, is to be
sold (the amount of which can range from $0 to $1.5 million during
such three-month period), and the minimum selling price per share. In
March 2000, Ailouros agreed to expand its commitment beyond the
original $15 million, thereby giving the Company the right to raise
additional funds from Ailouros so long as the Company does not have
to issue more shares than were originally registered with the Securities
and Exchange Commission, and in December 2001 the expiration date
of the Class A Warrant was extended to December 31, 2003. As of
September 30, 2003, 169,417 shares remained registered for future
issuance under the Class A Warrant.
The Company expects to use its cash and the proceeds from maturities
of its investments to fund its research and development of SPD light
valves and for other working capital purposes. The Company's
working capital and capital requirements depend upon numerous
factors, including the results of research and development activities,
competitive and technological developments, the timing and cost of
patent filings, the development of new licensees and changes in the
Company's relationships with its existing licensees. The degree of
dependence of the Company's working capital requirements on each
of the foregoing factors cannot be quantified; increased research and
development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or
negative impact depending upon the nature of such changes. Based
upon existing levels of expenditures, assumed ten percent annual
increases therein, existing cash reserves and budgeted revenues, the
Company believes that it would not require additional funding for the
next 16 months (without giving effect to any new financing raised).
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, 2002. There has been no material change in the
disclosure regarding market risk.
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 and Reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunder duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, Chairman
(Principal Executive Officer)
/s/ Joseph M. Harary
Joseph M. Harary, President and Treasurer
(Principal Financial, and Accounting Officer)
Date: November 13, 2003
CERTIFICATION
I, Robert L. Saxe, the Chairman and Chief Executive Officer of
Research Frontiers Incorporated ("RFI" or the "registrant") certify
that:
1. I have reviewed this quarterly report on Form 10-Q of RFI;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: November 13, 2003 /s/ Robert L. Saxe
Robert L. Saxe
Chairman and Chief Executive Officer
CERTIFICATION
I, Joseph M. Harary, the President, Chief Operating Officer,
Treasurer and Chief Accounting Officer of Research Frontiers
Incorporated ("RFI" or the "registrant") certify that:
1. I have reviewed this quarterly report on Form 10-Q of RFI;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Dated: November 13, 2003 /s/ Joseph M. Harary
Joseph M. Harary
President, Treasurer, Principal Accounting Officer