PARKERVISION INC
10-Q, 2000-05-15
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
   (X)        QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

   ( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT
              For the transition period from ________to____________

                         Commission file number 0-22904

                               PARKERVISION, INC.
             (Exact name of registrant as specified in its charter)

            FLORIDA                                             59-2971472
(State or other jurisdiction of                           I.R.S. Employer ID No.
 incorporation or organization)

                               8493 BAYMEADOWS WAY
                           JACKSONVILLE, FLORIDA 32256
                                 (904) 737-1367
                    (Address of principal executive offices)

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 __.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [ ]  No [ ].

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 28, 2000,  11,952,365  shares of the Issuer's Common Stock, $.01 par
value, were outstanding.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  accompanying  unaudited  financial  statements of  ParkerVision,  Inc. (the
"Company") have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. All adjustments  which, in the opinion of
management, are necessary for a fair presentation of the financial condition and
results of operations have been included.  Operating results for the three month
period ended March 31, 2000 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2000.

These interim  consolidated  financial  statements should be read in conjunction
with the Company's latest Annual Report on Form 10-K for the year ended December
31, 1999.

                                       2
<PAGE>

                               PARKERVISION, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,
                                                                    2000        December 31,
                           ASSETS                                (unaudited)        1999
                           ------                               ------------    ------------
CURRENT ASSETS:
<S>                                                             <C>             <C>
   Cash and cash equivalents                                    $  4,534,772    $  2,128,742
   Short-term investments                                         13,607,320      17,530,436
   Accounts receivable, net of allowance for doubtful
      accounts of $37,308 at March 31, 2000 and
      December 31, 1999, respectively                                760,977         876,632
   Interest and other receivables                                    108,835          11,130
   Inventories, net                                                4,463,416       3,922,916
   Prepaid expenses and other                                      2,707,514         867,654
                                                                ------------    ------------
           Total current assets                                   26,182,834      25,337,510

PROPERTY AND EQUIPMENT, net                                        3,789,790       3,284,755

OTHER ASSETS, net                                                  7,419,978       4,149,153
                                                                ------------    ------------

           Total assets                                         $ 37,392,602    $ 32,771,418
                                                                ============    ============
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                       3
<PAGE>

                               PARKERVISION, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,
                                                                    2000         December 31,
             LIABILITIES AND SHAREHOLDERS' EQUITY                (unaudited)         1999
             ------------------------------------               ------------     ------------

CURRENT LIABILITIES:
<S>                                                             <C>              <C>
   Accounts payable                                             $  1,672,913     $    639,684
   Accrued expenses:
      Salaries and wages                                             468,815          353,736
      Warranty reserves                                              120,749          139,326
      Rebates payable                                                 98,061           73,004
      Professional fees and other                                    455,246          563,213
   Deferred revenue                                                  411,098          835,988
                                                                ------------     ------------
              Total current liabilities                            3,226,882        2,604,951

DEFERRED INCOME TAXES                                                 30,144           30,144

COMMITMENTS AND CONTINGENCIES (Notes 4, 6 and 7)

                                                                ------------     ------------
              Total liabilities                                    3,257,026        2,635,095

SHAREHOLDERS' EQUITY:
   Preferred stock, $1 par value, 1,000,000 shares
      authorized, 114,019 shares issued and outstanding at
      March 31, 2000                                                 114,019                0
   Common stock, $.01 par value, 20,000,000 shares
      authorized, 11,950,365 and 11,790,048 shares issued
      and outstanding at March 31, 2000 and December
      31, 1999, respectively                                         119,504          117,900
   Warrants outstanding                                            3,232,025        3,232,025
   Additional paid-in capital                                     60,413,745       53,723,742
   Accumulated other comprehensive loss                             (133,572)        (187,052)
   Accumulated deficit                                           (29,610,145)     (26,750,292)
                                                                ------------     ------------
               Total shareholders' equity                         34,135,576       30,136,323
                                                                ------------     ------------
               Total liabilities and shareholders' equity         37,392,602     $ 32,771,418
                                                                ============     ============
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                       4
<PAGE>

                               PARKERVISION, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                        Three Months Ended
                                                  -----------------------------
                                                    March 31,        March 31,
                                                      2000             1999
                                                  ------------     ------------

Revenues, net                                     $  2,740,031     $  2,469,751
Cost of goods sold                                   1,441,139        1,632,803
                                                  ------------     ------------
   Gross margin                                      1,298,892          836,948

Research and development expenses                    2,111,742        1,170,988
Marketing and selling expenses                       1,214,944          748,712
General and administrative expenses                  1,025,073          806,502
                                                  ------------     ------------
   Total operating expenses                          4,351,759        2,726,202
                                                  ------------     ------------

Loss from operations                                (3,052,867)      (1,889,254)

Interest income                                        193,014          398,900
                                                  ------------     ------------

   Net loss                                       $ (2,859,853)    $ (1,490,354)
                                                  ============     ============

   Basic loss per common share                    $       (.24)    $      (0.13)
                                                  ============     ============

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                               PARKERVISION, INC.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                          March 31,
                                                                -----------------------------
                                                                    2000             1999
                                                                ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>              <C>
  Net loss                                                      $ (2,859,853)    $ (1,490,354)
  Adjustments to reconcile net loss to net cash used in
         operating activities:
           Depreciation and amortization                             328,516          328,601
           Provision for obsolete inventories                         30,000           60,000
           Stock compensation                                        198,669                0
           Changes in operating assets and liabilities:
              Accounts receivable, net                               115,655           47,367
              Interest and other receivables                         (97,705)          68,561
              Inventories                                           (570,500)        (585,967)
              Prepaid and other expenses                             (80,451)        (315,091)
              Accounts payable and accrued expenses                1,607,164          654,927
              Deferred revenue                                      (424,890)          92,849
                                                                ------------     ------------
                   Total adjustments                               1,106,458          351,247
                                                                ------------     ------------
   Net cash used in operating activities                          (1,753,395)      (1,139,107)
                                                                ------------     ------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from maturity of investments                           4,000,000        1,000,000
   Purchase of property and equipment                               (411,351)        (300,235)
   Purchase of intangible assets                                    (517,315)        (383,610)
                                                                ------------     ------------
 Net cash provided by investing activities                         3,071,334          316,155
                                                                ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                          1,088,091          567,996
                                                                ------------     ------------
Net cash provided by financing activities                          1,088,091          567,996
                                                                ------------     ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                            2,406,030         (254,956)

CASH AND CASH EQUIVALENTS, beginning of  period                    2,128,742       10,569,435
                                                                ------------     ------------

CASH AND CASH EQUIVALENTS, end of period                        $  4,534,772     $ 10,314,479
                                                                ============     ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

                               PARKERVISION, INC.

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   ACCOUNTING POLICIES
     -------------------

     There have been no changes in accounting  policies from those stated in the
     Annual Report on Form 10-K for the year ended December 31, 1999.

     CASH AND CASH  EQUIVALENTS.  For the purpose of reporting  cash flows,  the
     Company  considers  cash and cash  equivalents  to include cash on hand and
     interest-bearing  deposits.  Cash and cash  equivalents  include  overnight
     repurchase  agreements and U.S. Treasury money market investments  totaling
     approximately  $4,474,000 and $1,934,000 at March 31, 2000 and December 31,
     1999, respectively.

     COMPREHENSIVE  INCOME. The Company's other  comprehensive  income (loss) is
     comprised of unrealized  gains (losses) on investments  available-for-sale.
     The Company's other comprehensive income (loss) for the three month periods
     ended March 31, 2000 and 1999 was $53,480 and $(28,100),  respectively. The
     Company's total comprehensive loss for the periods ended March 31, 2000 and
     1999 was $(2,806,373) and $(1,518,454), respectively.

     STATEMENTS OF CASH FLOWS. In March 2000, the Company issued Preferred Stock
     for  the  acquisition  of  substantially   all  of  the  assets  of  Signal
     Technologies,  Inc. ("STI") valued at $1,996,700 (see Note 7). In addition,
     the Company issued  Preferred  Stock and restricted  common stock under its
     1993 Stock  Option  Plan  ("1993  Plan") as  signing  bonuses  and  prepaid
     compensation totaling approximately $3,600,000.

     RECLASSIFICATIONS.  Certain  reclassifications  have  been made to the 1999
     financial statements in order to conform to the 2000 presentation.

2.   LOSS PER SHARE
     --------------

     Basic loss per share is determined  based on the weighted average number of
     common shares assumed to be outstanding  during each period.  Dilutive loss
     per  share  is the  same as  basic  loss  per  share  as all  common  share
     equivalents   are  excluded  from  the   calculation  as  their  effect  is
     anti-dilutive.  The weighted  average number of common shares assumed to be
     outstanding  for the three month  periods  ended March 31, 2000 and 1999 is
     11,828,868 and 11,728,143, respectively.

                                       7
<PAGE>

3.   INVENTORIES:
     ------------

     Inventories consist of the following:

                                                    March 31,      December 31,
                                                      2000             1999
                                                  ------------     ------------
     Purchased materials                          $  2,588,326     $  2,328,805
     Work in process                                   111,168           95,253
     Finished goods                                  2,285,376        2,002,670
                                                  ------------     ------------
                                                     4,984,870        4,426,728
     Less allowance for inventory obsolescence        (521,454)        (503,812)
                                                  ------------     ------------
                                                  $  4,463,416     $  3,922,916
                                                  ============     ============

4.   CONCENTRATIONS OF CREDIT RISK
     -----------------------------

     For the quarter  ended March 31, 2000,  Vtel  Corporation  ("VTEL") and one
     broadcast customer accounted for approximately 19% and 21%, respectively of
     the Company's  total  revenues.  For the quarter ended March 31, 1999, VTEL
     accounted  for  approximately  23% of total  revenues.  VTEL and two  other
     studio customers  accounted for approximately 59% of accounts receivable at
     March 31, 2000. The Company closely  monitors  extensions of credit and has
     never experienced significant credit losses.

5.   BUSINESS SEGMENT INFORMATION
     ----------------------------

     The  Company's   segments  include  the  Video  Products  Division  ("Video
     Division")  and the Wireless  Technology  Division  ("Wireless  Division").
     Segment results are as follows (in thousands):

                                                       Three months ended
                                                    ------------------------
                                                     March 31,     March 31,
                                                       2000          1999
                                                    ----------     ---------
     NET SALES:
       Video Division                                $ 2,740       $ 2,470
       Wireless Division                                   0             0
                                                     -------       -------
           Total net sales                           $ 2,740       $ 2,470
                                                     =======       =======

     LOSS FROM OPERATIONS:
       Video Division                                $  (573)      $  (621)
       Wireless Division                              (2,480)       (1,268)
                                                     -------       -------
           Total loss from operations                $(3,053)      $(1,889)
                                                     =======       =======

                                       8
<PAGE>

                                                       Three months ended
                                                    ------------------------
                                                     March 31,     March 31,
                                                       2000          1999
                                                    ----------     ---------
     DEPRECIATION:
       Video Division                                $   137       $   138
       Wireless Division                                 115            72
                                                     -------       -------
           Total depreciation                        $   252       $   210
                                                     =======       =======

     AMORTIZATION OF INTANGIBLES AND
     OTHER ASSETS:
       Video Division                                $    16       $    25
       Wireless Division                                  85            93
                                                     -------       -------
           Total amortization                        $   101       $   118
                                                     =======       =======

     CAPITAL EXPENDITURES:
       Video Division                                $    82       $   212
       Wireless Division                                 562            66
                                                     -------       -------
           Segment capital expenditures              $   644       $   278
                                                     =======       =======


                                                     March 31,    December 31,
                                                       2000          1999
                                                    ----------     ---------
     ASSETS:
       Video Division                                $ 7,851       $ 7,345
       Wireless Division                               9,971         4,610
                                                     -------       -------
           Segment assets                            $17,822       $11,955
                                                     =======       =======

     A  reconciliation  of  segment  assets  to  total  assets  reported  in the
     accompanying balance sheets is as follows:

                                                     March 31,    December 31,
                                                       2000          1999
                                                    ----------     ---------
     Business segment assets                         $17,822       $11,955
     Corporate assets:
       Cash and investments                           18,142        19,659
        Interest and other receivables                   109            11
        Prepaid expenses and other                       452           466
        Property and equipment, net                      748           670
        Other assets                                     120            10
                                                     -------       -------
          Total assets                               $37,393       $32,771
                                                     =======       =======

                                       9
<PAGE>

6.   STOCK OPTIONS
     -------------

     For the three month period ended March 31, 2000, the Company  granted stock
     options to purchase an aggregate  of 539,500  shares of its common stock at
     exercise  prices  ranging  from $23.25 to $31.125 per share,  primarily  in
     connection  with  employment  offers to  personnel  engaged in the Wireless
     Division.  Options to purchase  509,500 shares vest ratably over five years
     and options to purchase the remaining 30,000 shares vest ten years from the
     grant date. These options were granted under the 1993 Stock Plan (the "1993
     Plan") and expire five years from the date they become vested.

     In February 2000,  the Company  granted an option under the 1993 Plan to an
     officer and director to purchase  162,000  shares of its common stock at an
     exercise price of $28.25. The option vests ten years from the date of grant
     and expire five years from the date it becomes  vested.  The  Company  also
     issued an option  under the 1993  Plan to  purchase  100,000  shares of its
     common  stock in  connection  with the  addition  of a director in February
     2000.  This option vests  ratably  over four years at an exercise  price of
     $30.25 and  expires  five years from the date it becomes  vested.  In March
     2000,  in  connection  with the addition of another  director,  the Company
     granted an option to purchase  100,000 shares of its common stock under the
     1993 Plan at an  exercise  price of $25.125 per share.  This  option  vests
     ratably  over two years and  expires  five  years  from the date it becomes
     vested.

     As of March 31, 2000,  options to purchase  178,338  shares of common stock
     were available for future grants under the 1993 Plan.

7.   STOCK AUTHORIZATION AND ISSUANCE
     --------------------------------

     In March  2000,  the  Company  issued  79,868  shares of Series D Preferred
     Stock,  $1.00 par value,  for the acquisition of  substantially  all of the
     assets  of  Signal   Technologies,   Inc.,  a   subchapter  S   corporation
     specializing  in  radio-frequency  design  services.  These  assets,  which
     include property and equipment,  accounts receivable and intangible assets,
     were acquired for a purchase  price of  $1,996,700  which was fully paid in
     Series D Preferred Stock.

     Also in connection with the acquisition, the Company issued an aggregate of
     34,151  shares of Class A, B and C  Preferred  Stock and  92,112  shares of
     restricted  stock  under  its 1993  Plan as  signing  bonuses  and  prepaid
     compensation   for  the   employees  of  STI.   Prepaid   compensation   of
     approximately $3,600,000 is included in prepaid assets and other assets and
     will be amortized to  compensation  expense over the three-year term of the
     related employment agreements.

                                       10
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Forward-Looking Statements
- --------------------------
When  used in this  Form  10-Q and in future  filings  by the  Company  with the
Securities and Exchange  Commission,  the words or phrases "will likely result",
"management  expects" or "Company expects",  "will continue",  "is anticipated",
"estimated"  or similar  expressions  are intended to identify  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of  1995.   Readers  are  cautioned   not  to  place  undue   reliance  on  such
forward-looking  statements,  each of which speak only as of the date made. Such
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual results to differ materially from historical earnings and those presently
anticipated or projected, including the timely development and acceptance of new
products,  sources of supply and concentration of customers.  The Company has no
obligation to publicly  release the results of any revisions,  which may be made
to  any   forward-looking   statements   to  reflect,   anticipated   events  or
circumstances occurring after the date of such statements.

Results of  Operations  for Each of the Three Month Periods Ended March 31, 2000
- --------------------------------------------------------------------------------
and 1999
- --------

Revenues
- --------
Revenues  for the three  months  ended March 31, 2000  increased  by $270,280 as
compared to the same period in 1999 due to studio systems sales, offset somewhat
by a decrease in the number of camera systems sold and the average selling price
per camera system.  The Company sold three studio systems at an average  selling
price of $228,000  during the three months ended March 31, 2000,  compared to no
studio  revenue for the same period in 1999. The Company sold 300 camera systems
at an average  selling  price of $6,800 per system during the three months ended
March 31, 2000, as compared to 331 systems at an average selling price of $6,900
for the three  months ended March 31,  1999.  For the three month period  ending
March  31,  1999,  revenues  included  approximately  $187,000  of  third  party
videoconferencing equipment which was sold at the Company's cost.

Gross Margin
- ------------
For the three month  periods  ended March 31, 2000 and 1999,  gross margins as a
percentage of sales were 47.4% and 33.9%, respectively. The significant increase
in margin is primarily due to the sale of higher  margin studio  systems as well
as the sale of third  party  equipment  at cost in the  quarter  ended March 31,
1999.

Research and Development Expenses
- ---------------------------------
The Company's research and development expenses for the three month period ended
March 31, 2000 increased  $940,754 as compared to the same period in 1999.  This
increase is primarily due to the increase in wireless division personnel and the
expenses related to new wireless  engineering design locations in Florida,  Utah
and California.

Marketing and Selling Expenses
- ------------------------------
Marketing  and selling  expenses for the three month period ended March 31, 2000
increased  $466,232 as compared  to the same  period in 1999.  This  increase is
primarily due to the addition of a wireless  business  development  staff during
1999 for marketing of the Company's  Direct2Data  technology.  In addition,  the
Company  added a  project  management  and  training  staff  late  in  1999  for
installation,  training and support of its studio system sales.  These increases
were offset  somewhat by decreases in trade show costs for the first  quarter of
2000  compared to the same  period in 1999 due to a  reduction  in the number of
shows attended.

                                       11
<PAGE>

General and Administrative Expenses
- -----------------------------------
For the three month  period  ended March 31,  2000,  general and  administrative
expenses  increased  $218,571  over the same  period in 1999.  This  increase is
primarily a result of increased personnel costs and increased usage of legal and
other professional services, primarily in connection with the Company's wireless
technology. These increases are offset somewhat be decreases in the amortization
of prepaid consulting fees.

Interest Income
- ---------------
Interest  income for the three  month  period  ended  March 31,  2000  decreased
$205,886  from  the same  period  in 1999.  This  decrease  is due to the use of
proceeds from maturing investments to fund operations during 1999 and 2000.

Loss and Loss per Share
- -----------------------
The Company's net loss increased by  $1,369,499,  or $0.11 per common share from
the three month  period  ended  March 31, 1999 to the same period in 2000.  This
increase in net loss was primarily  due to a $1.2 million  increase in operating
expenses related to the Company's Wireless Division.

Backlog
- -------
The Company had camera backlog of  approximately  $267,000 and $390,000 at March
31, 2000 and December 31, 1999, respectively.  Camera backlog consists of orders
received,  which  generally have a specified  delivery  schedule within three to
five weeks of  receipt.  In  addition,  the  Company  had studio  sales  pending
installation  of  approximately  $650,000  and  $560,000  at March 31,  2000 and
December 31, 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

At March 31, 2000, the Company had working capital of  $22,955,952,  an increase
of $223,393 from  $22,732,559  at December 31, 1999.  This increase is primarily
due to the  acquisition  of assets for stock in March 2000 and the  exercise  of
employee  stock options  during the first quarter of 2000,  offset by the use of
cash to fund operations during the same period.  The Company's  principal source
of liquidity at March 31, 2000  consisted of  $18,142,092 in cash and short-term
investments.  Until the Company  generates  sufficient  revenues from system and
other sales, it will be required to continue to utilize its cash and investments
to cover the continuing expense of product development,  marketing,  and general
administration.  Based on the Company's current estimates,  it believes its cash
and investments will provide sufficient  resources to meet its cash requirements
for the next twelve months.  Thereafter,  the Company will require a significant
increase in revenues or  additional  capital to continue to fund its  operations
and business plans. To the extent that the Company requires  additional capital,
it will  incur  debt or sell  equity  securities.  The  Company  has no  current
arrangement with respect to any additional financing.


                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.  Not Applicable.

ITEM 2.   CHANGES IN SECURITIES.

                                       12
<PAGE>

Sales of Unregistered Securities
- --------------------------------

<TABLE>
<CAPTION>
                                        Consideration received and         Exemption      If option, warrant or
                                        description of underwriting or     from           convertible security,
Date of sale   Title of       Number    other discounts to market price    registration   terms of exercise or
               security        sold     afforded to purchasers             claimed        conversion
- ----------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>          <C>                                 <C>        <C>
2/15/00        Options to     162,000      Option granted - no                 4(2)       Exercisable for five
               purchase                    consideration received by                      years from the date
               common                      Company until exercise                         option first becomes
               stock                                                                      vested, options vest on
               granted to                                                                 2/15/10 at an exercise
               an officer                                                                 price of $28.25 per share
               and director

2/25/00        Options to     100,000      Option granted - no                 4(2)       Exercisable for five
               purchase                    consideration received by                      years from the date
               common                      Company until exercise                         option first becomes
               stock                                                                      vested, option vests
               granted to                                                                 ratably over  four years
               a director                                                                 at an exercise price of
                                                                                          $30.25 per share

3/10/00        Series A         6,795      No consideration - issued in        4(2)       Automatically converted
               Preferred                   connection with employment                     on March 10, 2001 into
               Stock                                                                      the number of shares of
               granted to                                                                 common stock equivalent
               an employee                                                                to a market value of
                                                                                          $169,875

3/10/00        Series B        13,678      No consideration - issued in        4(2)       Automatically converted
               Preferred                   connection with employment                     on March 10, 2002 into
               Stock                                                                      the number of shares of
               granted to                                                                 common stock equivalent
               employees                                                                  to a market value of
                                                                                          $341,950

3/10/00        Series C        13,678      No consideration - issued in        4(2)       Automatically converted
               Preferred                   connection with employment                     on March 10, 2003 into
               Stock                                                                      the number of shares of
               granted to                                                                 common stock equivalent
               employees                                                                  to a market value of
                                                                                          $341,950

3/10/00        Series D        79,868      Assets valued at $1,996,700         4(2)       Convertible on or after
               Preferred                                                                  March 10, 2001with an
               Stock                                                                      automatic conversion on
               granted to                                                                 March 10, 2002 into the
               STI                                                                        number of shares of
                                                                                          common stock equivalent
                                                                                          to a market value of
                                                                                          $1,996,700

                                       13
<PAGE>

<CAPTION>
                                        Consideration received and         Exemption      If option, warrant or
                                        description of underwriting or     from           convertible security,
Date of sale   Title of       Number    other discounts to market price    registration   terms of exercise or
               security        sold     afforded to purchasers             claimed        conversion
- ----------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>          <C>                                 <C>        <C>
3/30/00        Option to      100,000      Option granted - no                 4(2)       Exercisable for five
               purchase                    consideration received by                      years from the date
               common                      Company until exercise                         option first becomes
               stock                                                                      vested, option vests
               granted to                                                                 ratably over two years
               a director                                                                 at an exercise price of
                                                                                          $25.125 per share

3/30/00        Option to       30,000      Option granted - no                 4(2)       Exercisable for five
               purchase                    consideration received by                      years from the date
               common                      Company until exercise                         option first becomes
               stock                                                                      vested, options vest on
               granted to                                                                 3/30/10 at an exercise
               an employee                                                                price of $29.3125 per
                                                                                          share

1/17/00 to     Options to     509,500      Option granted - no                 4(2)       Exercisable for five
 3/30/00       purchase                    consideration received by                      years from the date
               common                      Company until exercise                         options first become
               stock                                                                      vested, options vest
               granted to                                                                 ratably over five years
               employees                                                                  at exercise prices
                                                                                          ranging from $23.25 to
                                                                                          $31.125 per share
</TABLE>

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  Not Applicable.

ITEM 5.   OTHER INFORMATION.  Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

Exhibit 27.1   Financial Data Schedule

REPORTS ON FORM 8-K

None

                                       14
<PAGE>

                                   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, thereunto duly authorized.

                                        ParkerVision, Inc.
                                        Registrant


May 15, 2000                            By: /s/ Jeffrey L. Parker
                                            ----------------------
                                        Jeffrey L. Parker
                                        Chairman and Chief Executive Officer


May 15, 2000                            By: /s/ Cynthia L. Poehlman
                                            ------------------------
                                        Cynthia L. Poehlman
                                        Controller and Chief Accounting Officer

                                       15


<TABLE> <S> <C>

<ARTICLE>                     5

<S>                           <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                  DEC-31-2000
<PERIOD-START>                     JAN-01-2000
<PERIOD-END>                       MAR-31-2000
<CASH>                               4,534,772
<SECURITIES>                        13,607,320
<RECEIVABLES>                          798,285
<ALLOWANCES>                            37,308
<INVENTORY>                          4,463,416
<CURRENT-ASSETS>                    26,182,834
<PP&E>                               8,056,631
<DEPRECIATION>                       4,266,841
<TOTAL-ASSETS>                      37,392,602
<CURRENT-LIABILITIES>                3,226,882
<BONDS>                                      0
                  119,504
                                  0
<COMMON>                               114,019
<OTHER-SE>                          33,902,053
<TOTAL-LIABILITY-AND-EQUITY>        37,392,602
<SALES>                              2,740,031
<TOTAL-REVENUES>                     2,740,031
<CGS>                                1,441,139
<TOTAL-COSTS>                        1,441,139
<OTHER-EXPENSES>                     4,351,759
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                           0
<INCOME-PRETAX>                     (2,859,853)
<INCOME-TAX>                                 0
<INCOME-CONTINUING>                 (2,859,853)
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                        (2,859,853)
<EPS-BASIC>                              (0.24)
<EPS-DILUTED>                            (0.24)


</TABLE>


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