research_10q.htm
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, 2011 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 (§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 5, 2011, there were outstanding 18,544,355 shares of Common Stock, par value $0.0001 per share.
 
 

RESEARCH FRONTIERS INCORPORATED
 
Consolidated Balance Sheets
 
  March 31, 2011        
Assets (Unaudited)      December 31, 2010
Current assets:              
       Cash and cash equivalents $       6,352,789     $       6,957,544  
       Royalty receivables, net of reserves of $92,723 and 162,723   194,769       380,177  
       Prepaid expenses and other current assets   89,319       118,099  
              Total current assets   6,636,877       7,455,820  
               
Fixed assets, net   102,374       109,768  
Note receivable SPD Control Systems   150,000       150,000  
Deposits and other assets   72,677       69,103  
               
              Total assets $ 6,961,928     $ 7,784,691  
               
Liabilities and Shareholders' Equity              
Current liabilities:              
       Accounts payable $ 156,814     $ 51,938  
       Deferred revenue   249,203       25,000  
       Accrued expenses and other   131,785       235,301  
               
              Total liabilities   537,802       312,239  
               
Commitments and Contingencies              
               
Shareholders' equity:              
       Capital stock, par value $0.0001 per share; authorized 100,000,000              
       shares, issued and outstanding 18,544,355 and 18,281,973 shares, respectively   1,854       1,828  
       Additional paid-in capital   88,285,771       87,744,842  
       Accumulated deficit   (81,863,499 )     (80,274,218 )
               
              Total shareholders' equity   6,424,126       7,472,452  
               
              Total liabilities and shareholders' equity $ 6,961,928     $ 7,784,691  
               
See accompanying notes to consolidated financial statements.
 
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RESEARCH FRONTIERS INCORPORATED
 
Consolidated Statements of Operations
 
(Unaudited)
 
    Three months ended
        March 31, 2011       March 31, 2010
Fee income   $ 144,441     $ 127,011  
                 
Operating expenses     1,325,690       1,300,187  
                 
Research and development     411,971       496,312  
                 
      1,737,661       1,796,499  
                 
Operating loss     (1,593,220 )     (1,669,488 )
                 
Net investment income     3,939       3,719  
                 
              Net loss   $        (1,589,281 )   $        (1,665,769 )
                 
Basic and diluted                
       net loss per common share   $ (.09 )   $ (.10 )
                 
Basic and diluted                
weighted average number of                
common shares outstanding     18,518,748       16,765,968  
 

See accompanying notes to consolidated financial statements.
 
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RESEARCH FRONTIERS INCORPORATED
 
Consolidated Statements of Cash Flows
 
(Unaudited)
 
    Three months ended
        March 31, 2011       March 31, 2010
Cash flows from operating activities:                
       Net loss   $ (1,589,281 )   $ (1,665,769 )
       Adjustments to reconcile net loss to net cash                
              used in operating activities:                
                     Depreciation and amortization     9,678       10,885  
                     Stock-based compensation     474,978       606,015  
                     Recovery of uncollectible royalty receivable     (30,000 )     (5,000 )
                     Changes in assets and liabilities:                
                            Royalty receivables     215,408       139,740  
                            Prepaid expenses and other assets
     25,206       36,890  
                            Deferred revenue
     224,203       183,750  
                            Accounts payable and accrued expenses
     1,360       82,549  
                 
                                   Net cash used in operating activities     (668,448 )     (610,940 )
                 
Cash flows from investing activities:                
       Purchase of fixed assets     (2,284 )     (1,596 )
                                   Net cash used in investing activities     (2,284 )     (1,596 )
                 
Cash flows from financing activities:                
       Net proceeds from issuance of common stock     65,977       1,618,653  
       Net cash provided by financing activities     65,977       1,618,653  
                 
Net (decrease) increase in cash and cash equivalents     (604,755 )     1,006,117  
                 
Cash and cash equivalents at beginning of year     6,957,544       3,760,534  
                 
Cash and cash equivalents at end of period   $        6,352,789     $        4,766,651  
  

See accompanying notes to consolidated financial statements.
 
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RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
March 31, 2011
(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, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. 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, 2010.
 
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.
 
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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 2011, five licensees of the Company accounted for approximately 17%, 17%, 16%, 11%, and 9%, respectively, of fee income recognized during such period. 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.
 
During the three months ended March 31, 2011, the Company granted 63,000 shares of restricted common stock to its directors and employees. All of the shares granted to the directors, as well as 3,000 shares granted to employees vested immediately upon grant. The remaining 136,000 shares issued in previous years vest ratably over the next 36 months. The market value per share on the date of grant was $5.20. In connection with these grants, as well as prior grants that are not yet fully vested, the Company charged $474,978 to operations during the three months ended March 31, 2011.
 
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.
 
No options were granted during the first three months of 2011. 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

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 three months of 2010 was $606,015.
 
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As of March 31, 2011, remaining unamortized compensation costs in connection with these grants was $753,928 which will be recognized over the next 33 month period.
 
Equity
 
During the first three months of 2011 the Company received proceeds of $65,977 in connection with the exercises of outstanding options and warrants.
 
During the first three months of 2010 the company sold, pursuant to the company’s effective registration statement filed with the SEC, equity in the Company as follows:
 
Date Shares issued Warrants issued Unit price Proceeds
March 3, 2010 588,602 117,719 $2.75 $1,618,653

Warrants issued are five year warrants at an exercise price of $5 per share.
 
Treasury Stock
 
The Company did not repurchase any of its stock during the three months ended March 31, 2011 or 2010.
 
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, 2011, the principal and interest amount outstanding under this Note was $150,000 and $50,072, respectively. As part of a broader agreement between SPD Control Systems and the Company, effective as of May 9, 2010, the maturity date of this Note was extended to May 9, 2012 and the applicable conversion price for the Note was specified as $0.25 per share of SPD Control Systems stock through May 9, 2012 and $0.10 per share thereafter.
 
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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, 2011 include cash equivalents of approximately $6.4 million. These assets are carried at fair value based on quoted market prices for identical securities (Level 1 inputs).
 
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Critical Accounting Policies
 
The following accounting policies are important to understanding our financial condition and results of operations and should be read as an integral part of the discussion and analysis of the results of our operations and financial position. For additional accounting policies, see note 2 to our consolidated financial statements, "Summary of Significant Accounting Policies,” filed with our form 10-K for December 31, 2010.
 
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 would be required to record consulting expenses based upon the fair value of such options or warrants on the earlier of the service period or the period that such options or warrants vest as determined using a Black-Scholes option pricing model.
 
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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
 
Three month periods ended March 31, 2011 and 2010
 
    The Company’s fee income from licensing activities for the three months ended March 31, 2011 was $144,441, as compared to $127,011 for the three months ended March 31, 2010. This difference in fee income was primarily due to the amount of royalties and other fee income paid by new and existing licensees. Fee income also includes earned royalties resulting from sales by certain licensees in the architectural and aircraft markets. In addition to product sales in the architectural and aircraft markets included in fee income as described above, 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 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. In February 2011, Research Frontiers announced that Daimler AG selected its SPD-SmartGlass light-control technology for use in their Magic Sky Control glass roof. The first vehicle to offer the Magic Sky Control glass roof as an option will be the new Mercedes-Benz SLK Roadster. Research Frontiers currently expects to start receiving royalty payments from sales of this Mercedes-Benz SLK optional feature on schedule in the fourth quarter of 2011, to the extent that they exceed contractual minimum annual royalties’ payable by Pilkington under their licensing agreement with the Company.
 
    Operating expenses increased by $25,503 for the first three months of 2011 to $1,325,690 from $1,300,187 for the first three months of 2010. This increase was the result of higher director fees relating primarily to the addition of two new directors ($260,000), marketing costs ($22,000) and patent costs ($22,000) partially offset by lower payroll and stock compensation charges ($230,000), professional fees ($32,000) and a recovery of a previously written off bad debt ($25,000). Included in operating expenses are $444,000 and $453,000 of non-cash stock and option compensation charges for 2011 and 2010, respectively relating to common stock and options granted to directors, employees and consultants.
 
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    Research and development expenditures decreased by $84,341 to $411,971 for the first three months of 2011 from $496,312 for the first three months of 2010. This decrease was principally the result of lower non-cash compensation charges from the issuance of stock options ($121,000), partially offset by increased cash payroll compensation ($16,000) as well as higher material costs ($8,000) and higher allocated insurance costs ($8,000). Included in research and development expenses are $31,000 and $152,000 of non-cash stock and option compensation charges for the first three months of 2011 and 2010, respectively.
 
    The Company’s net investment income for the first three months of 2011 was $3,939, as compared to net investment income of $3,719 for the first three months of 2010. This difference was primarily due to higher balances available for investment.
 
    As a consequence of the factors discussed above, the Company's net loss was $1,589,281 ($0.09 per common share) for the first three months of 2011 as compared to $1,665,769 ($0.10 per common share) for the first three months of 2010.
 
Financial Condition, Liquidity and Capital Resources
 
    The Company has primarily utilized its cash and the proceeds from its investments to fund its research and development, for marketing initiatives, and for other working capital purposes. The Company’s working capital and capital requirements depend upon numerous factors, including, but not limited to, the results of research and development activities, competitive and technological developments, the timing and costs of patent filings, and the development of new licensees and changes in the Company’s relationship with 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.
 
    During the first three months of 2011, the Company's cash and cash equivalents balance decreased by $604,755 principally as a result of cash used for operations of $668,448 and capital expenditures of $2,284 partially offset by proceeds of $65,977 from the exercise of options and warrants. At March 31, 2011, the Company had working capital of $6,099,075 and total shareholders’ equity of $6,424,126.
 
    The Company expects to use its cash to fund its research and development of SPD light valves, its expanded marketing initiatives, 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 2013. 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.
 
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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, 2010. There has been no material change in the disclosure regarding market risk.
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We designed our disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of March 31, 2011, and, based on their evaluation, have concluded that our disclosure controls and procedures were effective.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our 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.
 
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PART II.      OTHER INFORMATION
 
Item 6. Exhibits
 
31.1         Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary - Filed herewith.
31.2         Rule 13a-14(a)/15d-14(a) Certification of Seth L. Van Voorhees - Filed herewith.
32.1         Section 1350 Certification of Joseph M. Harary - Filed herewith.
32.2         Section 1350 Certification of Seth L. Van Voorhees - 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/ Joseph M. Harary
  Joseph M. Harary, President, CEO and Treasurer
  (Principal Executive)
   
   
  /s/ Seth L. Van Voorhees
  Seth L. Van Voorhees, Vice President, CFO and Treasurer
  (Principal Financial and Accounting Officer)

Date: May 5, 2011
 
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