<PAGE>
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 the Quarter ended September 30, 1998
------------------
Commission File Number 33-33997
--------
Projectavision Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3499909
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Penn Plaza, Suite 640, New York, NY 10121
---------------------------------------------------
(Address of Principal Executive Offices) (zip code)
(212) 971-3000
---------------------------------------------------
(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 and 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
---
As of November 16, 1998, there were 31,819,754 shares of the Registrant's common
stock outstanding.
<PAGE>
PROJECTAVISION, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-7
Item 2. Management's Discussion and Analysis of F-11
Financial Condition and Results
of Operations
PART II - OTHER INFORMATION
Item 5. Other Information F-12
SIGNATURES
<PAGE>
PROJECTAVISION, INC.
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
1997 1998
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,331,925 $ 1,050,287
Accounts receivable-net of allowances 377,608 261,207
Inventory 1,857,604 1,950,893
Investments - -
Other current assets 1,001,629 1,028,341
----------- -----------
Total Current Assets 4,568,766 4,290,728
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 127,128 68,421
Tooling 5,907,288 6,010,078
Computers and software 259,048 268,088
Assets under capital leases 47,989 47,989
Leasehold improvements 185,030 185,030
----------- -----------
6,526,483 6,579,606
Less: Accumulated depreciation and amortization 851,250 1,392,286
----------- -----------
Property and equipment, net 5,675,233 5,187,320
OTHER ASSETS 168,358 2,002,108
----------- -----------
TOTAL ASSETS $10,412,357 $11,480,156
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,466,676 $ 2,343,720
Accrued liabilities 1,070,638 405,137
Current portion of capital lease obligations 15,229 17,193
----------- -----------
Total Current Liabilities 3,552,543 2,766,050
----------- -----------
LONG-TERM LIABILITIES
Long-term portion of capital lease obligations 22,851 9,699
Other Long-Term Liabilities 250,000 250,000
Convertible Debt 900,000 140,000
----------- -----------
Total Long-term Liabilities 1,172,851 399,699
----------- -----------
TOTAL LIABILITIES 4,725,394 3,165,749
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred Stock
Series A Preferred Stock, $.01 par value
100 shares authorized, 100 shares issued
($100,000 liquidation preference) - -
Series B Preferred Stock, $.01 par value, 434,667 shares
authorized, 351,258 shares outstanding as of December 31, 1997
and September 30, 1998 ($ 1,756,290 liquidation preference) 3,512 3,512
Series D Preferred Stock, $100 par value, 60,000 shares
authorized; 51,000 shares issued on December 31, 1997
and 36,900 on September 30, 1998 ($100 per share liquidation preference) 5,100,000 3,690,000
Series E Preferred Stock, $1,000 par value, 1,650 shares
authorized; 1,650 shares issued on December 31, 1997
and 1,510 on September 30, 1998 ($1,000 per share liquidation preference) 1,650,000 1,510,000
Series F Preferred Stock, $1,000 par value, 2,850 shares
authorized; 2,850 shares issued on September 30, 1998
($1,000 per share liquidation preference) - 2,850,000
Series G Preferred Stock, $1,000 par value, 2,400 shares
authorized; 2,400 shares issued on September 30, 1998
($1,000 per share liquidation preference) - 2,400,000
Common stock $.0001 par value - 50,000,000 shares
authorized; 19,998,997 and 31,819,751 issued and
outstanding in 1997 and 1998 respectively 1,999 3,181
Additional paid-in capital 44,535,906 49,372,834
Accumulated Deficit (45,604,454) (51,515,120)
----------- -----------
Total Stockholders' Equity 5,686,963 8,314,407
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,412,357 $11,480,156
=========== ===========
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
PROJECTAVISION, INC
STATEMENTS OF OPERATIONS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- ----------------------------------
1997 1998 1997 1998
--------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE $ 358,784 $ 352,470 $ 409,889 $ 931,770
----------- ----------- ----------- -----------
LESS: COST OF SALES 344,517 280,805 395,629 789,072
----------- ----------- ----------- -----------
GROSS PROFIT 14,267 71,665 14,260 142,698
OPERATING EXPENSES
General and administrative 600,340 680,913 2,257,628 2,382,479
Salaries 445,642 392,725 1,167,036 1,206,983
Legal fees 304,935 65,543 1,048,571 738,476
Depreciation (13,558) 182,311 412,105 541,036
Research and development 304,750 134,114 486,634 864,412
Patent and license expense 21,679 9,112 204,200 81,758
----------- ----------- ----------- -----------
Total Operating Expenses 1,663,788 1,464,718 5,576,174 5,815,144
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (1,649,521) (1,393,053) (5,561,914) (5,672,446)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
(Provision for)/recovery of
allowances on advances (100,000) 1,563,433 (100,000) 1,942,290
Interest income 28,030 16,827 158,784 33,073
Interest expense - 8% Debentures (31,781) (1,796) (90,190) (16,247)
Interest expense - Amortization of
debt expense - - (89,122) (16,250)
----------- ----------- ----------- -----------
Other income/(expense) - Net (103,751) 1,578,464 (120,528) 1,942,866
----------- ----------- ----------- -----------
Net Income/(Loss) (1,753,272) 185,411 (5,682,442) (3,729,580)
Dividends on Preferred Stock (473,895) (372,589) (2,158,296) (2,181,059)
----------- ----------- ----------- -----------
Net Loss Attributable to Common
Shareholders $(2,227,167) $ (187,178) $(7,840,738) $(5,910,639)
=========== =========== =========== ===========
Net Loss per Share Attributable
to Common Shareholders $(.12) $(.01) $(.45) $(.25)
=========== =========== =========== ===========
AVERAGE NUMBER OF SHARES
OUTSTANDING 19,009,450 28,842,100 17,595,111 24,098,721
=========== =========== =========== ===========
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
PROJECTAVISION, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series A Series B Series C Series D Series E
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 100 $ - 385,982 $ 3,859 0 $ - 0 $ - 0 $ -
Issuance of Common Stock
for Preferred Stock Dividends
Conversion of 8% Debentures into
Common Stock
Issuance of Series C Preferred
Stock 7,500 8
Series C Preferred Stock
Placement Fee
Cash Dividend on Series C
Preferred Stock
Exercise of Stock Options
Amortization of Discount on
8% Debentures
Amortization of Discount (Dividend)
on Series C Preferred Stock
Issuance of Warrants and Options
for Services
Net Loss
------ ------ -------- ------ ------ ------ ------- --------- ------ -----------
Balance, December 31, 1996 100 0 385,982 3,859 7,500 8 0 0 0 0
Conversion of Series B Preferred
Stock into Common Stock (34,724) (347)
Series C Preferred Stock
Conversion (7,500) (8)
Issuance of Series D
Preferred Stock 51,000 5,100,000
Issuance of Series E
Preferred Stock 1,650 1,650,000
Amortization of Discount (Dividend)
on Series C Preferred Stock
Amortization of Discount (Dividend)
on Series D Preferred Stock
Amortization of Discount (Dividend)
on Series E Preferred Stock
Issuance of Warrants to Series D
Preferred Stockholders
Financing Cost for Series D
Preferred Stock
Issuance of Warrants to Series E
Preferred Stockholders
Issuance of Common Stock for
Series B Preferred Stock Dividends
Issuance of Common Stock for Services
Conversion of 8% Debentures into
Common Stock
Net Loss
------ ------ -------- ------ ------- ------ ------- --------- ------ ----------
Balance, December 31, 1997 100 0 351,258 3,512 0 0 51,000 5,100,000 1,650 1,650,000
Issuance of Common Stock for
Series B Preferred Stock Dividends
Conversion of Series D
Preferred Stock (2,000) (200,000)
Issuance of Series F
Preferred Stock
Amortization of Discount (Dividend)
on Series F Preferred Stock
Financing Cost for Series D
Preferred Stock
Issuance of Warrants to Series F
Preferred Stockholders
Conversion of 8% Debentures into
Common Stock
Net Loss
------ ------ -------- ------ ------- ------ ------- --------- ------ ----------
Balance, March 31, 1998 100 $0 351,258 $3,512 0 $0 49,000 $4,900,000 1,650 $1,650,000
</TABLE>
<PAGE>
[CONTINUED FROM PREVIOUS PAGE]
<TABLE>
<CAPTION>
Series A Series B Series C Series D Series E
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock
Issuance of Common Stock
for Services
Conversion of Series D
Preferred Stock (8,000) (800,000)
Issuance of Series G
Preferred Stock
Amortization of Discount (Dividend)
on Series F Preferred Stock
Amortization of Discount (Dividend)
on Series G Preferred Stock
Financing Cost for Series G
Preferred Stock
Issuance of Warrants to Series G
Preferred Stockholders
Net Loss
------ ------ -------- ------ ------- ------ ------- --------- ------ ----------
Balance, June 30, 1998 100 $0 351,258 $3,512 0 $0 41,000 $4,100,000 1,650 $1,650,000
Conversion of 8% Debentures into
Common Stock
Conversion of Series D
Preferred Stock (4,100) (410,000)
Conversion of Series E
Preferred Stock (140) (140,000)
Issuance of Common Stock for
Series B Preferred Stock Dividends
Issuance of Additional Common Stock
in Connection with 2Q Stock Issue
Amortization of Discount (Dividend)
on Series F Preferred Stock
Issue Shares to Series G
Preferred Stockholder
Net Loss
------ ------ -------- ------ ------- ------ ------- --------- ------ ----------
Balance, September 30, 1998 100 $0 351,258 $3,512 0 $0 36,900 $3,690,000 1,510 $1,510,000
====== ====== ======== ====== ======= ====== ======= ========= ====== ==========
</TABLE>
<PAGE>
[RESTUBBED TABLE FROM ABOVE]
<TABLE>
<CAPTION>
Series F Series G Additional
Preferred Stock Preferred Stock Common Stock Paid in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
------ ------ ------ ------ ------ ------ ----------- ----------- -----
<S> <C> <C> <C> <C>
Balance, December 31, 1995 0 $ - 0 $ - 12,388,790 $ 1,239 $24,318,651 $(20,641,044) $3,682,705
Issuance of Common Stock
for Preferred Stock Dividends 37,666 4 154,389 (154,393) 0
Conversion of 8% Debentures into
Common Stock 1,772,945 177 3,020,298 3,020,475
Issuance of Series C Preferred
Stock 7,499,992 7,500,000
Series C Preferred Stock
Placement Fee (500,000) (500,000)
Cash Dividend on Series C
Preferred Stock (123,750) (123,750)
Exercise of Stock Options 30,000 3 24,372 24,375
Amortization of Discount on
8% Debentures 3,333,333 3,333,333
Amortization of Discount (Dividend
on Series C Preferred Stock 2,357,188 (2,357,188) 0
Issuance of Warrants and Options
for Services 385,800 385,800
Net Loss (10,880,893) (10,880,893)
------ ------ ------ ------ ---------- ------ ---------- ----------- ----------
Balance, December 31, 1996 0 0 0 0 14,229,401 1,423 40,594,023 (34,157,268) 6,442,045
Conversion of Series B Preferred
Stock into Common Stock 34,724 3 344 0
Series C Preferred Stock
Conversion 4,881,656 489 (481) 0
Issuance of Series D
Preferred Stock 5,100,000
Issuance of Series E
Preferred Stock 1,650,000
Amortization of Discount (Dividend)
on Series C Preferred Stock 478,248 (478,248) 0
Amortization of Discount (Dividend)
on Series D Preferred Stock 1,700,000 (1,700,000) 0
Amortization of Discount (Dividend)
on Series E Preferred Stock 550,000 (550,000) 0
Issuance of Warrants to Series D
Preferred Stockholders 232,620 (232,620) 0
Financing Cost for Series D
Preferred Stock (75,000) (75,000)
Issuance of Warrants to Series E
Preferred Stockholders 48,900 (48,900) 0
Issuance of Common Stock for
Series B Preferred Stock Dividends 66,740 6 147,492 (147,498) 0
Issuance of Common Stock for Service 50,000 5 96,870 96,875
Conversion of 8% Debentures into
Common Stock 726,476 73 762,890 762,963
Net Loss (8,289,920) (8,289,920)
------ ---------- ------ ---------- ---------- ------ ----------- ------------ ----------
Balance, December 31, 1997 0 0 0 0 19,988,997 1,999 44,535,906 (45,604,454) 5,686,963
Issuance of Common Stock for
Series B Preferred Stock Dividends 72,041 7 70,161 (70,168) 0
Conversion of Series D
Preferred Stock 530,000 34 199,966 0
Issuance of Series F
Preferred Stock 2,850 2,850,000 2,850,000
Amortization of Discount (Dividend)
on Series F Preferred Stock 195,404 (195,404) 0
Financing Cost for Series D
Preferred Stock (317,490) (317,490)
Issuance of Warrants to Series F
Preferred Stockholders 67,500 (67,500) 0
Conversion of 8% Debentures into
Common Stock 954,042 95 718,595 718,690
Net Loss (1,322,395) (1,322,395)
------ ---------- ------ ---------- ---------- ------ ----------- ------------ ----------
Balance, March 31, 1998 2,850 $2,850,000 0 $0 21,351,976 $2,135 $45,470,042 ($47,259,921) $7,615,768
</TABLE>
<PAGE>
[CONTINUATION OF PREVIOUS PAGE]
<TABLE>
<CAPTION>
Series F Series G Additional
Preferred Stock Preferred Stock Common Stock Paid in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
------ ------ ------ ------ ------ ------ ----------- ----------- -----
<S> <C> <C> <C> <C>
Issuance of Common Stock 666,667 67 499,933 500,000
Issuance of Common Stock
for Services 141,635 14 225,410 225,424
Conversion of Series D
Preferred Stock 1,501,378 150 799,850 0
Issuance of Series G
Preferred Stock 2,400 2,400,000 2,400,000
Amortization of Discount (Dividend)
on Series F Preferred Stock 370,454 (370,454) 0
Amortization of Discount (Dividend)
on Series G Preferred Stock 1,028,571 (1,028,571) 0
Financing Cost for Series G
Preferred Stock (168,000) (168,000)
Issuance of Warrants to Series G
Preferred Stockholders 76,400 (76,400) 0
Net Loss (2,592,596) (2,592,596)
------ ---------- ------ ---------- ---------- ------ ----------- ------------ ----------
Balance, June 30, 1998 2,850 $2,850,000 2,400 $2,400,000 23,661,656 $2,366 $48,302,660 ($51,327,942) $7,980,596
Conversion of 8% Debentures into 800,000 80 148,320 148,400
Common Stock
Conversion of Series D
Preferred Stock 2,117,618 212 409,788 0
Conversion of Series E
Preferred Stock 829,630 83 139,917 0
Issuance of Common Stock for
Series B Preferred Stock Dividends 277,517 27 70,290 (70,317) 0
Issuance of Additional Common Stock
in Connection with 2Q Stock Issue 3,133,333 313 (313) 0
Amortization of Discount (Dividend)
on Series F Preferred Stock 302,272 (302,272) 0
Issue Shares to Series G
Preferred Stockholder 1,000,000 100 (100) 0
Net Loss
------ ---------- ------ ---------- ---------- ------ ----------- ------------ ----------
Balance, September 30, 1998 2,850 $2,850,000 2,400 $2,400,000 31,819,754 $3,181 $49,372,834 ($51,515,120) $8,314,407
====== ========== ===== ========== ========== ====== =========== ============ ==========
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>
PROJECTAVISION, INC
STATEMENTS OF CASH FLOWS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------
1997 1998
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (5,682,442) $ (3,729,580)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 412,105 541,036
Issuance of common stock for services - 225,410
Other non-cash operating expenses - 49,394
Allowance taken on investment in unconsolidated affiliate 100,000 -
Gain recognized on sale of MSI Stock (1,942,290)
Asset and liability management
Changes in other operating assets (1,102,650) 139,538
Changes in accounts receivable 116,401
Changes in inventories (93,289)
Accounts payable and other liabilities 293,654 (799,645)
------------ -----------
Net cash used in operating activities (5,979,333) (5,493,025)
------------ -----------
INVESTING ACTIVITIES
Capital expenditures (1,515,369) (53,123)
Proceeds from Sale of MSI stock 2,000,000
Deposit on Asset Purchase Agreement - (2,000,000)
Purchases and redemption of government securities 2,245,882 -
------------ -----------
Net cash (used in)/provided by investing activities 730,513 (53,123)
------------ -----------
FINANCING ACTIVITIES
Issuance of common stock - 500,000
Issuance of preferred stock 4,500,000 5,250,000
Issuance Fees - (485,490)
------------ -----------
Net cash provided by financing activities 4,500,000 5,264,510
------------ -----------
DECREASE IN CASH AND CASH EQUIVALENTS (748,820) (281,638)
CASH AND CASH EQUIVALENTS-BEGINING OF PERIOD 1,060,283 1,331,925
------------ -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD $ 311,463 $ 1,050,287
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 190 $ 3,634
============ ===========
</TABLE>
See notes to financial statements
F-5
<PAGE>
PROJECTAVISION, INC.
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
- --------------------------------------------------------------------------------
In 1996, the Company issued 37,666 shares of its common stock with a value of
$154,393 as payment for the dividend on its series B convertible stock. In
addition, the Company issued 1,772,945 shares of its common stock and paid
$4,958,250 in cash in exchange for retiring $8.4 million of convertible debt.
Also, the Company issued 34,724 shares of its common stock in connection with
the conversion of 34,724 shares of its Series B convertible preferred stock into
common stock.
In 1997, the Company issued 66,740 shares of its common stock with a value of
$147,498 as payment for the dividend on its series B convertible stock. In
addition, the Company issued 4,881,656 shares of its common stock to retire the
entire issue of 7,500 shares of Series C convertible preferred stock. The
Company also issued 50,000 shares of its common stock for services rendered by
an officer and director of the Company. Finally, the Company issued shares of
common stock in connection with retiring $0.6 million of convertible debt,
leaving a face value on the debt of $ 900,000.
In 1998, the Company issued 349,535 shares of its common stock with a value of
$140,485 as payment for the dividend on its series B convertible stock. The
Company issued 3,955,892 shares of its common stock to retire 14,100 shares of
Series D convertible preferred stock. The Company issued 829,630 shares of its
common stock to retire 140 shares of Series E convertible preferred stock The
Company issued 1,754,042 shares of common stock in connection with retiring
$760,000 of convertible debt, leaving a face value on the debt of $140,000.
150,000 warrants with a value of $ 67,500 were issued in connection with the
Series F Convertible Preferred Stock, and 250,000 warrants with a value of
$76,400 were issued in connection with the Series G Convertible Preferred Stock.
1,000,000 shares were issued under the terms and conditions pertaining to the
Series G convertible preferred stock. 3,800,000 shares of common stock were sold
for gross proceeds of $ 500,000. 141,635 shares of common stock were issued for
services.
F-6
<PAGE>
PROJECTAVISION, INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization - Projectavision, Inc. (the "Company"), a Delaware corporation,
was incorporated on September 9, 1988. The Company was formed to complete the
development of a unique proprietary solid state projection television and
related video display technology. In addition, the Company will seek to
identify new high technology and electronic products for consumers and
commercial customers. Besides licensing the technology developed, the Company
outsources the manufacture of its products to third party subcontractors. The
Company emerged from the development stage in 1997 and has generated
significant revenue from its planned principal operations. Management of the
Company believes that it has sufficient funds to successfully sustain its
operations. However, the attainment of profitable operations is dependent
upon future events including achieving a level of revenue adequate to support
the Company's then cost structure.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's 1997 Form 10-K. The results of
operations for the period ended September 30, 1998 are not necessarily
indicative of the operating results for the full year.
The accompanying interim financial statements are unaudited, but in the
opinion of management, include all adjustments, consisting only of normal
recurring accruals considered necessary for a fair presentation of the
results for the interim periods presented.
2. REVENUE
Revenue for the periods ended September 30, 1997 and 1998 consisted of sales
of the Digital Home Theater, the Company's principle product.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
At September 30, 1998, the fair values of cash, cash equivalents,
investments, and accounts payable and accrued liabilities approximated their
carrying values because of the short-term nature of these accounts.
Convertible debt has a carrying value of $140,000 and a fair value of
$186,667.
4. ACCOUNTS RECEIVABLE
At December 31, 1997 and September 30, 1998, the allowance for bad debt was
$11,540 and $105,096 respectively.
5. INVENTORY
Inventories are stated at the lower of cost or market on a first-in first-out
basis. At December 31, 1997 and September 30, 1998, respectively, inventories
are summarized, as follows:
Parts $ 797,297 $ 922,196
Work in process 678,882 519,449
Finished Goods 381,425 509,248
---------- ----------
Total $1,857,604 $1,950,893
6. UNCONSOLIDATED AFFILIATE
In 1993, the Company entered into an agreement with Tamarack Storage Devices,
Inc. ("Tamarack") pursuant to which the Company had the right to acquire up
to 50 percent of Tamarack's common stock representing 37.2 percent of the
issued and outstanding voting securities of Tamarack. Under the terms of the
agreement, the Company invested $3,000,000 in the aggregate in Tamarack and
had accounted for this investment under the equity method. The goodwill
recorded with this investment, which represented the excess of the Company's
investment over the underlying net assets of Tamarack, was $1,883,995. Such
amount was being amortized over ten years and is reported in the statement of
operations as Equity in Loss from Unconsolidated Affiliate. Amortization
expense related to such goodwill for the fiscal years ended December 31, 1994
and 1995 was $197,884 and $148,413, respectively. The Company issued 32,000
shares of common stock (valued at $109,120) for advisory services received in
connection with the acquisition. In 1994 the Company loaned Tamarack
$1,500,000 with interest payable at 6 percent.
F-7
<PAGE>
PROJECTAVISION, INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
In 1995, Tamarack received a commitment from the Company to fund its cash
needs through December 31, 1995 to continue its operations, and $94,240 was
advanced to Tamarack. The Company recorded a reserve against its investment
in Tamarack of $300,000 in 1994, and at December 31, 1995 the Company reduced
its investment in and advances to Tamarack to zero recording an additional
reserve of $2,129,252 due to Tamarack's inability, to date, to commercialize
its holographic storage technology and its current lack of prospects. In
addition, in 1996 the Company classified its investment in Tamarack as
available for sale, and, in order to maximize the recovery of its investment,
loaned Tamarack an additional $100,000 in 1996 and was to have been repaid
following receipt of funds from a government agency. This loan was also fully
reserved in 1997. After eliminating the intercompany accounts and reflecting
previous write-offs, Tamarack's financial statements were not material to the
Company and were not consolidated prior to 1998.
In January, 1998, Tamarack was acquired by Manhattan Scientifics,
Inc.("MSI"), a NASDAQ bulletin-board traded company. All of the shares of
Tamarack (97% of which were represented by the Company's holdings in Tamarack
at the time of the closing) were exchanged for approximately 43 million
shares of MSI. Simultaneously therewith, an additional 5 million shares were
sold to the public by MSI, resulting in aggregate gross proceeds to MSI of $1
million. Further, in connection with the transaction, the Company's
$1,500,000 loan plus accrued interest thereon was exchanged for convertible
preferred stock of MSI. Each share of convertible preferred stock is
convertible into 50 shares of MSI common stock. The Company also received a
warrant to purchase 750,000 shares of MSI common stock at an exercise price
of $0.20 per share. Subsequent to the closing of this transaction, MSI issued
an aggregate of 7.2 million shares to purchase patents in a portable fuel
cell technology which MSI is planning to develop commercially.
In July 1998, the Company sold its common shares in MSI to an institutional
investor for $2 million in net proceeds concurrent with the investor making a
commitment to secure an additional $ 1 million equity capital investment into
MSI. The Company intends to use the proceeds from the sale of its MSI shares
as working capital for general operations, with the gain recognized in the
third quarter of 1998. The Company also converted its preferred stock into
approximately 9 million MSI common shares. The result of these transactions
was to reduce the Company's ownership position in MSI to approximately 12%,
and, accordingly, at September 30, 1998, MSI is accounted for under the cost
method. In October 1998, the Company sold its remaining ownership position in
MSI for $500,000.
7. EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with three of its officers
and directors and a consulting agreement with one of its officers and
directors. Aggregate minimum compensation under these agreements will be
$535,000 per year through 1999. Through September 30, 1996and 1997, salary
expense was under employment agreements was $277,500 in both years.
<PAGE>
8. PREFERRED STOCK
The Series B Convertible Preferred Stock provides for cumulative annual stock
dividends payable in common shares of 8 percent of the liquidation value of
$5 per share (for a total of $1,756,290) to be paid semiannually and is
convertible to one share of common stock, subject to adjustment. In 1996,
34,200 shares of Series B Convertible Preferred Stock were converted into
common stock. This stock may be redeemed by the Company if certain conditions
are met for $1.00 per share.
In 1996, the Company issued 7,500 shares of Series C Preferred Stock for
$7,500,000, resulting in net proceeds to The Company of $7,000,000 after
fees. The Series C Preferred Stock converts into shares of Common Stock at a
25% discount of the average closing bid price of the Common Stock for the
five (5) trading days immediately preceding the date of conversion. The
holder of the Series C Preferred Stock has the right to convert into Common
Stock as follows: 25% can be converted on or after November 1, 1996; 25% may
be converted on or after January 1, 1997; 25% may be converted on or after
March 1, 1997; and 25% may be converted on or after May 1, 1997. The Company,
in accordance with the terms and conditions of the sale of the Series C
Preferred Stock, registered the shares of Common Stock into which the Series
C Preferred Stock is convertible in the third quarter of 1996. The Series C
Preferred Stock pays dividends semi-annually, seven (7) business days after
each of December 31st and June 30th of each year, which may be in cash or
shares of Common Stock at the election of The Company. The dividend rate is
3% per annum of the liquidation value of $1,000.00 per share until and
through June 30, 1997; 6% per annum from July 1, 1997 through June 30, 1998;
and 8% per annum from July 1, 1998 and thereafter. The Company recognized a
dividend on the Series C Preferred Stock based on the annualized pro-rata
amount of the 25% discount on the conversion into common stock and on the
increase in the dividend rate. During 1997, the Series C Preferred Stock was
converted into 4,881,336 shares of Common Stock, which resulted in retiring
the issue.
<TABLE>
<CAPTION>
Original
Nine Months Ended Sept. 30, 1998 Total to Vest
--------------------------------------- -------------
<S> <C> <C>
Dividend accretion on Series C Preferred Stock $ 0 $ 492,650
Amortization of Warrants on Series C Preferred Stock 0 290,000
Amortization of Discount on Series C Preferred Stock 0 2,500,000
</TABLE>
F-8
<PAGE>
PROJECTAVISION, INC.
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
In January of 1997, the Company issued an aggregate of 35,000 shares of 6%
Series D convertible preferred stock to two foreign institutional investors
for an aggregate purchase price of $ 3,500,000, resulting in net proceeds to
the Company of $3,500,000. In October, 1997, these 35,000 Series D shares
were sold to two other foreign institutional investor. In December 1997, the
Company issued an additional 16,000 shares of 6% Series D convertible
preferred stock to the same institutional investors for a purchase price of
$1,600,000, resulting in net proceeds to the Company of $1,525,000. Each
share of Series D Preferred Stock is convertible, at the option of the
holder, into shares of the Company's Common Stock at any time. The Series D
Preferred Stock is convertible into Common Stock at a 25% discount to the
then current market price of the Company's Common Stock at the time of
conversion. After giving effect to the conversion of an aggregate of $410,000
of Series D Preferred Stock in July 1998, there currently remains $3,690,000
in Series D Preferred Stock outstanding.
<TABLE>
<CAPTION>
Original
Nine Months Ended Sept. 30, 1998 Total to Vest
--------------------------------------- -------------
<S> <C> <C>
Amortization of Warrants on Series D Preferred Stock 0 232,620
Amortization of Discount on Series D Preferred Stock 0 1,700,000
</TABLE>
In July of 1997, the Company issued 1,000 shares of 8% Series E convertible
preferred stock to one foreign institutional investor for a purchase price
of $1,000,000, resulting in net proceeds to the Company of $1,000,000. In
December 1997, the Company issued an additional 650 shares of 8% Series E
convertible preferred stock to the same foreign institutional investor for a
purchase price of $ 650,000, resulting in net proceeds to the Company of
$650,000. Each share of Series E Preferred Stock is convertible, at the
option of the holder, into shares of the Company's Common Stock at any time.
The Series E Preferred Stock is convertible into Common Stock at a 25%
discount to the then current market price of the Company's Common Stock at
the time of conversion. After giving effect to the conversion of an
aggregate of $140,000 of Series E Preferred Stock in July 1998, there
currently remains $1,510,000 in Series E Preferred Stock outstanding.
<TABLE>
<CAPTION>
Original
Nine Months Ended Sept. 30, 1998 Total to Vest
--------------------------------------- -------------
<S> <C> <C>
Amortization of Warrants on Series E Preferred Stock 0 48,900
Amortization of Discount on Series E Preferred Stock 0 550,000
</TABLE>
In February of 1998, the Company issued 2,850 shares of 8% Series F
convertible preferred stock to one foreign institutional investor for a
purchase price of $2,850,000, resulting in net proceeds to the Company of
$2,532,510 after fees. The preferred stock is convertible into the Company's
common stock at a maximum of $1.00 per share in five equal installments
every thirty days starting in August 1998. The Series F Preferred Stock is
convertible into Common Stock at a 25% discount to the then current market
price of the Company's Common Stock at the time of conversion. The Company
has the right to repurchase the preferred shares at a 12.5% premium over the
issue price within 90 days and at a 25% premium after 90 but before 180 days
from the issue date.
<TABLE>
<CAPTION>
Original
Nine Months Ended Sept. 30, 1998 Total to Vest
--------------------------------------- -------------
<S> <C> <C>
Amortization of Warrants on Series F Preferred Stock 67,500 67,500
Amortization of Discount on Series F Preferred Stock 871,130 950,000
</TABLE>
In May of 1998, the Company issued 2,000 shares of 8% Series G convertible
preferred stock to one foreign institutional investor for a purchase price of
$2,000,000, resulting in net proceeds to the Company of $1,860,000 after
issuance fees. In June 1998 the Company completed another private placement
of preferred stock for gross proceeds of $0.4 million, resulting in net
proceeds of $376,000. The Series G Preferred Stock is convertible into
Common Stock at a 30% discount to the then current market price of the
Company's Common Stock at the time of conversion.
<TABLE>
<CAPTION>
Original
Nine Months Ended Sept. 30, 1998 Total to Vest
--------------------------------------- -------------
<S> <C> <C>
Amortization of Warrants on Series G Preferred Stock 76,400 76,400
Amortization of Discount on Series G Preferred Stock 1,028,571 1,028,571
</TABLE>
F-9
<PAGE>
PROJECTAVISION, INC.
NOTES TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
9. CONVERTIBLE DEBT
In February 1996, the Company completed an offshore private placement of
$10,000,000 of convertible debt resulting in net proceeds to the Company of
$9,500,000. The convertible debt bears interest at the rate of 8% per annum
and pays interest quarterly in arrears on any unpaid or unconverted debt. To
the extent not previously converted, the convertible debt is due in January
1999, and may be repaid in cash or common stock of the Company at the sole
option of the Company. All conversions of convertible debt into common stock
are based upon a 25% discount of the price of the Company's common stock for
five consecutive trading days immediately prior to the date of conversion.
The Company recognized as interest expense the 25% discount on the
conversion into common stock equal to $3,333,333 in 1996. In 1996 the
Company issued 1,772,945 shares of its common stock and paid $4,958,250 in
cash in exchange for retiring $8.6 million in convertible debt. In January
1997, the Company retired $100,000 of convertible debt for cash. During
1997, the Company issued an additional 476,034 shares of its common stock in
exchange for retiring $0.6 million of convertible debt. In January 1998, the
Company issued 954,042 shares of its common stock in exchange for retiring
$625,000 of convertible debt. After giving effect to the conversion of an
aggregate of $135,000 of subordinated debt in July 1998, there currently
remains $140,000 in convertible debt outstanding.
10. COMMITMENTS AND CONTINGENCIES
On November 18, 1994 the Company entered into a non exclusive,
non-transferable license without a right to sub-license, except to related
companies, with Samsung Electronics Co. pursuant to which the Company gave
to Samsung the right to use the Company's patented depixelization technology
(as defined) in connection with the manufacturing and marketing of LCD
projectors. The license is co-terminus with the life of the patents and
patent applications relating to the proprietary rights underlying the
license.
The future minimum rental commitments as of June 30, 1998 are as follows:
Year Amount
---- -------
1998 $ 69,987
In January 1998 the Company signed a definitive agreement to acquire
substantially all of the assets of Vidikron Industries, S.p.A. ("Vidikron")
relating to its video business, including its U.S. distribution subsidiary,
Vidikron of America, Inc. In accordance with the definitive acquisition
agreement, the Company advanced Vidikron $ 1,000,000 on a non-refundable
basis. In April 1998 the Company entered into an agreement with Vidikron
extending the closing date of the transaction from April 30, 1998 to July
31, 1998, subject to further automatic additional extension of up to an
additional sixty (60) days to September 30, 1998 under certain circumstances
("The April Extension"). Pursuant to the April Extension, the Company
advanced to Vidikron an additional $1,000,000 on a non-refundable basis. In
October, the Company received further extensions to close the Vidikron
Acquisition to November 30, 1998 and in connection therewith, agreed to
advance to Vidikron an additional $1,000,000 on a non-refundable basis,
$750,000 of which has been advanced by or on behalf of the Company to date.
The closing of the acquisition is expressly subject to the satisfactory
completion by the Company of all due diligence and obtaining the requisite
financing to complete the transaction. Although the Company received
commitments from four (4) current investors in the Company to finance the
Vidikron Acquisition, there can be no assurance that the Company will be
satisfied upon its completion of its due diligence, that it will be able to
effect a closing with respect to the committed financing, or that it will
otherwise be able to effect the acquisition of Vidikron.
<PAGE>
In June 1995 and August 1995, two class action lawsuits were filed against
the Company as well as certain of its officers and directors by stockholders
of the Company. In October 1995 the plaintiffs in the second action joined
as plaintiffs in the first action, and the second action was dismissed
without prejudice. In July 1996, the class action suit was dismissed without
prejudice, and the plaintiffs were given an opportunity to replead. Upon
repleading, the class action suit alleged numerous violations of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including,
but not limited to, violations of Section 10(b) of the Exchange Act. The
suit also alleged claims for negligent misrepresentation and for common law
fraud and deceit. In response, the Company and the individual defendants
submitted motions to dismiss the action. In July 1997 the class action suit
was dismissed with prejudice by the U.S. District Court in New York.
In July 1998, the case was settled with the individual plaintiffs at
no cost to the Company other than litigation costs.
In April 1995 a legal action was brought against the Company, certain
members of the Board of Directors, and an employee of the Company by Eugene
Dolgoff, a founder and former officer of the Company. The complaint alleged,
among other actions, breach of employment and patent assignment agreements.
Mr. Dolgoff sought damages, punitive damages, and equitable relief totaling
in excess of $100 million. In April 1998, the lawsuit was settled, and all
of Mr. Dolgoff's claims and those of the Company against him were dismissed.
There is currently no litigation outstanding with respect to the Company.
The Company is not presently a party to any litigation.
F-10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following management discussion and analysis should be read in
conjunction with the financial statements and notes thereto.
Liquidity and Capital Resources
As of September 30, 1998, the Company had working capital of
$1,524,678. To date, the Company has funded its operations primarily from sales
of capital stock and investments. In February 1998, the Company completed a
private placement of preferred stock for gross proceeds of $2.85 million,
resulting in net proceeds of $ 2.53 million.. In April 1998 the Company
completed a private placement of common stock of $0.5 million. In May 1998 the
Company completed a private placement of preferred stock for gross proceeds of
$2.0 million, resulting in net proceeds of $1.86 million. In June 1998 the
Company completed another private placement of preferred stock for gross
proceeds of $0.4 million, resulting in net proceeds of $376,000. In July 1998
the Company sold its investment in Manhattan Scientifics, Inc. for $2 million.
Capital expenditures of $53,123 were significantly lower than in 1997 due to
the completion of the tooling for the Digital Home Theater in 1997. The sales of
capital stock and investments along with existing cash balances primarily funded
the net cash used in operating activities of $5.5 million and the $2.0 million
advance to Vidikron made pursuant to the Definitive Acquisition Agreement. As of
September 30, 1998, the Company had cash and cash equivalents of $1,050,287. In
the opinion of management, the Company has sufficient funds or will be able to
raise sufficient funds based on history to fund future operations.
As of December 31, 1997, the Company had working capital of $1,016,223.
In January 1997, the Company completed a private placement of preferred stock of
$3.5 million, in July 1997 the Company completed a second private placement of
preferred stock of $1.0 million, and in December 1997 the Company completed two
more private placements of preferred stock totaling $2.25 million. In addition,
the sale of government securities was used to fund working capital and to
purchase production tooling for the Digital Home Theater. As of December 31,
1997, the Company had cash and cash equivalents of $1,331,925.
As of December 31, 1997, the Company had available for Federal income
tax purposes net operating and capital loss carryforwards of approximately
$29,500,000. The Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), may impose certain restrictions on the amount of net operating
loss carryforwards which may be used in any year by the Company.
Results of Operations
January 1, 1998 to September 30, 1998
The Company had revenues of $931,770 for the nine month period ended
September 30, 1998, all of which was from the sale of the Digital Home Theater
and accessories. Cost of goods sold of $789,072 resulted in gross profit of
$142,698, which was adversely affected by the initial cost of the Texas
Instruments light engine, the principle component of the Digital Home Theater.
During this period, the Company completed development and began production of a
second-generation product, the Series II Digital Home Theater.
During this period, the Company incurred cash expenses of $4,691,797.
With respect to the amount spent in the first nine months of 1998 versus the
amounts in the comparable period in 1997, the increase in general and
administrative expense is due to increased participation in trade shows, higher
salaries reflects the addition of marketing personnel, higher legal fees are
related to the costs of settling the litigation with a former officer, and
higher R&D is associated with development of the Series II product. The Company
also incurred non-cash expenses of $1,139,597 during the period: a) for $557,286
depreciation and amortization, which was higher than in the first nine months of
1997 due to a full nine months of depreciation of the tooling for the Digital
Home Theater in 1998, b) for the expensing of $356,901 inventory not usable in
the Series II product, and c) for the issuance of stock with a value of $225,410
principally for legal services. The Company also recorded $2,181,059 in
dividends on the Series B, Series F, and Series G Convertible Preferred Stock in
connection with recognizing the dividends on the Series B, the discount on the
Series F and Series G conversion feature, and the warrants issued in connection
with the Series F and Series G Preferred Stock.
January 1, 1997 to September 30, 1997
The Company had revenues of $409,889 for the nine month period ended
September 30, 1997 which was from the sale of the Digital Home Theater. Cost of
goods sold of $395,629 resulted in gross profits of $14,260, which was adversely
affected by the initial cost of the Texas Instruments light engine. During this
period, the Company incurred cash expenses of $5,164,069. The Company incurred
non-cash expenses of $412,105 during the period for depreciation The Company
also recorded $1,684,401 in dividends on the Series C and D Convertible
Preferred Stock in connection with recognizing the discount on the conversion
feature, for warrants issued in connection with the issuance of Series D
Convertible Preferred Stock, and for Series B Preferred Stock Dividends.
F-11
<PAGE>
Year 2000
- ---------
In 1997, the Company emerged for the development stage. Substantially
all of the Company's business computer systems were acquired after the year 2000
Issue became widely publicized. Consequently, the Company has endeavored to
ensure that computer systems acquired were Year 2000 compliant at the time of
their purchase. The Company believes that it has been substantially successful
in this goal. Computer systems purchased since 1996 had a cost to the Company
of $47,989, which were acquired for the purpose of gearing up for commencement
of sales of the company's principal product, not merely becoming Year 2000
compliant. In this process, the Company believes that it has become Year 2000
compliant. The Company does not anticipate that the cost of final testing of
its systems to assure Year 2000 compliance will be material.
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on the Company's results of
operations, liquidity or financial conditions.
The Company has one major supplier which is Year 2000 compliant. The
Company at present has no individual customer which could have a material
adverse effect on the Company's operations should such customer not be Year 2000
compliant. In addition, the Company intends to evaluate the Year 2000 readiness
of any future significant customers or suppliers.
PART II
Other Information
- -----------------
On November 10, 1998, the Company received a temporary exception from
the listing requirements for its Common Stock on the Nasdaq SmallCap Market,
specifically the Company is deficient with respect to the $1.00 minimum bid
price requirement. The Company presently has until December 22, 1998 to rectify
this deficiency. In the event that the Company is unable to rectify this
deficiency by December 22, 1998, or get a further extension from the Nasdaq
Stock Market, the shares of the Company's Common Stock will be delisted from the
Nasdaq SmallCap Market. The Company is currently contemplating certain actions,
subject to stockholder approval, to come into compliance with the $1.00 minimum
bid requirement, including but not limited to a reverse stock split.
F-12
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly executed on this 16th day of November, 1998.
PROJECTAVISION, INC.
By: /s/ Martin Holleran
----------------------
Martin Holleran, President
Chief Executive Officer and Director
By: /s/ Jules Zimmerman
-------------------------------
Jules Zimmerman
Secretary, Chief Financial Officer, and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,050,287
<SECURITIES> 0
<RECEIVABLES> 366,303
<ALLOWANCES> (105,096)
<INVENTORY> 1,950,893
<CURRENT-ASSETS> 4,290,728
<PP&E> 6,579,606
<DEPRECIATION> 1,392,286
<TOTAL-ASSETS> 11,480,156
<CURRENT-LIABILITIES> 2,766,050
<BONDS> 0
0
10,453,512
<COMMON> 3,181
<OTHER-SE> (2,142,286)
<TOTAL-LIABILITY-AND-EQUITY> 11,480,156
<SALES> 931,770
<TOTAL-REVENUES> 931,770
<CGS> 789,072
<TOTAL-COSTS> 5,815,144
<OTHER-EXPENSES> (1,959,113)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,247
<INCOME-PRETAX> (3,729,580)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,729,580)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,729,580)
<EPS-PRIMARY> (0.25)
<EPS-DILUTED> (0.25)
</TABLE>
