PARKERVISION INC
10-Q, 2000-11-14
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, 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 SEPTEMBER 30, 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 November 6, 2000, 13,321,430 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 and
nine month periods ended  September 30, 2000 are not  necessarily  indicative of
the results that may be expected for the year ending December 31, 2000.

These  interim  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>
                                                             September 30,
                                                                 2000         December 31,
                           ASSETS                            (unaudited)          1999
                           ------                            ------------     ------------
CURRENT ASSETS:
<S>                                                          <C>              <C>
   Cash and cash equivalents                                 $ 33,641,990     $  2,128,742
   Short-term investments                                       7,852,440       17,530,436
   Accounts receivable, net of allowance for
      doubtful accounts of $103,199 and $37,308 at
      September 30, 2000 and December 31, 1999,
      respectively                                              2,178,511          876,632
   Interest and other receivables                                 156,464           11,130
   Inventories, net                                             3,899,065        3,922,916
   Prepaid expenses and other                                   2,851,493          867,654
                                                             ------------     ------------
            Total current assets                               50,579,963       25,337,510
                                                             ------------     ------------

PROPERTY AND EQUIPMENT, net                                     6,325,887        3,284,755
                                                             ------------     ------------

OTHER ASSETS, net                                               7,134,331        4,149,153
                                                             ------------     ------------

            Total assets                                     $ 64,040,181     $ 32,771,418
                                                             ============     ============
</TABLE>

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

                                       3
<PAGE>

                               PARKERVISION, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             September 30,
                                                                 2000         December 31,
             LIABILITIES AND SHAREHOLDERS' EQUITY            (unaudited)          1999
             ------------------------------------            ------------     ------------

CURRENT LIABILITIES:
<S>                                                          <C>              <C>
   Accounts payable                                          $  1,259,727     $    704,467
   Accrued expenses:
      Salaries and wages                                          851,871          353,736
      Warranty reserve                                            173,228          139,326
      Rebates payable                                              63,681           73,004
      Other accrued expenses                                      812,559          498,430
   Deferred revenue                                             1,383,409          835,988
                                                             ------------     ------------
            Total current liabilities                           4,544,475        2,604,951

DEFERRED INCOME TAXES                                              30,144           30,144

COMMITMENTS AND CONTINGENCIES
     (Notes 5 and 7)
                                                             ------------     ------------
                   Total liabilities                            4,574,619        2,635,095
                                                             ------------     ------------
SHAREHOLDERS' EQUITY:
   Convertible preferred stock, $1 par value, 5,000,000
      shares authorized, 114,019 shares issued and
      outstanding at September 30, 2000                           114,019                0
   Common stock, $.01 par value, 100,000,000 shares
      authorized, 13,201,430 and 11,790,048 shares issued
      and outstanding at September 30, 2000 and December
      31, 1999, respectively                                      132,014          117,900
   Warrants outstanding                                        16,154,395        3,232,025
   Additional paid-in capital                                  80,485,575       53,723,742
   Accumulated other comprehensive gain (loss)                     41,440         (187,052)
   Accumulated deficit                                        (37,461,881)     (26,750,292)
                                                             ------------     ------------
            Total shareholders' equity                         59,465,562       30,136,323
                                                             ------------     ------------

            Total liabilities and shareholders' equity       $ 64,040,181     $ 32,771,418
                                                             ============     ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


                               PARKERVISION, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three months ended                Nine months ended
                                               September 30,                     September 30,
                                       -----------------------------     -----------------------------
                                           2000             1999             2000             1999
                                       ------------     ------------     ------------     ------------
<S>                                    <C>              <C>              <C>              <C>
Revenues, net                          $  5,581,440     $  3,069,483     $ 11,343,290     $  8,166,203
Cost of goods sold                        2,464,620        1,920,277        6,561,106        5,317,632
                                       ------------     ------------     ------------     ------------
   Gross margin                           3,116,820        1,149,206        4,782,184        2,848,571
                                       ------------     ------------     ------------     ------------

Research and development expenses         3,254,384        1,872,834        9,031,599        4,383,290
Marketing and selling expenses            1,324,536        1,025,940        3,919,161        2,765,200
General and administrative expenses       1,117,127        1,021,685        3,660,080        2,899,437
Other expense                                     0            1,700           44,216           71,573
                                       ------------     ------------     ------------     ------------
     Total operating expenses             5,696,047        3,922,159       16,655,056       10,119,500
                                       ------------     ------------     ------------     ------------

Loss from operations                     (2,579,227)      (2,772,953)     (11,872,872)      (7,270,929)

Interest income                             570,916          331,688        1,161,283        1,075,973
                                       ------------     ------------     ------------     ------------

Net loss                               $ (2,008,311)    $ (2,441,265)    $(10,711,589)    $ (6,194,956)
                                       ============     ============     ============     ============

Basic loss per common share            $      (0.15)    $      (0.21)    $      (0.86)    $      (0.53)
                                       ============     ============     ============     ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                               PARKERVISION, INC.

                            STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                     September 30,
                                                     -----------------------------     -----------------------------
                                                         2000             1999             2000             1999
                                                     ------------     ------------     ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>              <C>              <C>              <C>
  Net loss                                           $ (2,008,311)    $ (2,441,265)    $(10,711,589)    $ (6,194,956)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation and amortization                        516,640          369,893        1,227,240        1,044,567
        Provision for obsolete inventories                 30,000           60,000          290,000          180,000
        Stock compensation                                414,171                0        1,088,636                0
        Loss on disposal of property and
           equipment                                            0            4,191           44,216           74,140
     Changes in operating assets and liabilities:
      Accounts receivable, net                         (1,368,656)        (165,853)      (1,301,879)        (498,887)
      Interest and other receivables                     (135,831)          32,227         (145,334)          60,308
      Inventories                                         286,057         (186,190)        (266,149)        (663,397)
      Prepaid and other expenses                         (131,454)         (31,865)         400,570         (243,193)
      Accounts payable and accrued expenses                81,990          486,303        1,952,446          943,998
      Deferred revenue                                    713,572          196,334          547,421          315,436
                                                     ------------     ------------     ------------     ------------
        Total adjustments                                 406,489          765,040        3,837,167        1,212,972
                                                     ------------     ------------     ------------     ------------
        Net cash used in operating activities          (1,601,822)      (1,676,225)      (6,874,422)      (4,981,984)
                                                     ------------     ------------     ------------     ------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from maturity of investments                4,000,000       10,000,000       10,000,000       11,000,000
   Purchase of property and equipment                  (2,314,573)        (308,694)      (3,620,042)      (1,221,444)
   Purchase of intangible assets                         (517,721)        (294,368)      (1,999,466)      (1,031,292)
                                                     ------------     ------------     ------------     ------------
        Net cash provided by (used in)
           investing Activities                         1,167,706        9,396,938        4,380,492        8,747,264
                                                     ------------     ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                1,773,077           75,686       34,007,178          801,195
                                                     ------------     ------------     ------------     ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                 1,338,961        7,796,399       31,513,248        4,566,475

CASH AND CASH EQUIVALENTS, beginning of period         32,303,029        7,339,511        2,128,742       10,569,435
                                                     ------------     ------------     ------------     ------------

CASH AND CASH EQUIVALENTS, end of period             $ 33,641,990     $ 15,135,910     $ 33,641,990     $ 15,135,910
                                                     ============     ============     ============     ============
</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 purposes 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 $33,617,000 and $1,934,000 at September 30, 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 September 30, 2000 and 1999 was $117,520 and $(12,941)  respectively.
     The Company's  total  comprehensive  loss for the three month periods ended
     September   30,   2000  and  1999  was   $(1,890,791)   and   $(2,454,206),
     respectively.  The Company's other comprehensive income (loss) for the nine
     month periods ended September 30, 2000 and 1999 was $228,492 and $(72,241),
     respectively.  The Company's  total  comprehensive  loss for the nine month
     periods  ended   September  30,  2000  and  1999  was   $(10,483,097)   and
     $(6,267,197), 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 common share is  determined  based on the  weighted  average
     number of common  shares  assumed to be  outstanding  during  each  period.
     Dilutive  loss per common  share is the same as basic loss per common 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 September 30,

                                       7
<PAGE>

     2000 and 1999 is  13,149,558  and  11,775,809,  respectively.  The weighted
     average  number of common  shares  assumed to be  outstanding  for the nine
     month  periods  ended  September  30,  2000  and  1999  is  12,464,378  and
     11,756,941, respectively.

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

     Inventories consist of the following:
                                                  September 30,    December 31,
                                                      2000             1999
                                                  ------------     ------------
     Purchased materials                          $  2,584,854     $  2,328,805
     Work in process                                   157,140           95,253
     Finished goods                                  1,911,763        2,002,670
                                                  ------------     ------------
                                                     4,653,757        4,426,728
     Less allowance for inventory obsolescence        (754,692)        (503,812)
                                                  ------------     ------------
                                                  $  3,899,065     $  3,922,916
                                                  ============     ============

4.   OTHER ASSETS:
     ------------

     Other assets consist of the following:
                                                  September 30,    December 31,
                                                      2000             1999
                                                  ------------     ------------
     Patents and copyrights                       $  5,491,911     $  3,777,749
     Prepaid stock compensation                      1,605,592                0
     Noncompete                                        218,750                0
     Other intangible assets                           298,959                0
     Prepaid licensing fees                                  0          700,000
     Deposits and other                                126,056            9,598
                                                  ------------     ------------
                                                     7,741,268        4,487,347
     Less accumulated amortization                    (606,937)        (338,194)
                                                  ------------     ------------
                                                  $  7,134,331     $  4,149,153
                                                  ============     ============

5.   CONCENTRATIONS OF CREDIT RISK
     -----------------------------

     For the quarter ended September 30, 2000, Vtel Corporation ("VTEL") and The
     Ackerley Group ("Ackerley),  a broadcast station ownership group, accounted
     for  approximately  14%  and  39%,  respectively  of  the  Company's  total
     revenues.  For the nine months ended  September 30, 2000, VTEL and Ackerley
     accounted for  approximately  20% and 25% of total revenues,  respectively.
     For the three  and nine  month  periods  ended  September  30,  1999,  VTEL
     accounted for  approximately  28% and 29% of the Company's  total revenues,
     respectively.

                                       8
<PAGE>

     Ackerley  accounted  for  approximately  50%  of  accounts   receivable  at
     September 30, 2000. The Company closely  monitors  extensions of credit and
     has never experienced significant credit losses.

6.   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):

<TABLE>
<CAPTION>
                                              Three months ended             Nine months ended
                                           -------------------------     -------------------------
                                           September      September      September      September
                                            30, 2000       30, 1999       30, 2000       30, 1999
                                           ----------     ----------     ----------     ----------
     NET SALES:
<S>                                        <C>            <C>            <C>            <C>
       Video Division                      $    5,581     $    3,069     $   11,343     $    8,166
       Wireless Division                            0              0              0              0
                                           ----------     ----------     ----------     ----------
           Total net sales                 $    5,581     $    3,069     $   11,343     $    8,166
                                           ==========     ==========     ==========     ==========

     INCOME (LOSS) FROM OPERATIONS:
       Video Division                      $    1,729     $     (632)    $   (1,399)    $   (2,246)
       Wireless Division                       (4,308)        (2,140)       (10,474)        (5,025)
                                           ----------     ----------     ----------     ----------
            Total loss from operations     $   (2,579)    $   (2,772)    $  (11,873)    $   (7,271)
                                           ==========     ==========     ==========     ==========

     DEPRECIATION:
       Video Division                      $      101     $      141     $      374     $      413
       Wireless Division                          241             95            506            254
                                           ----------     ----------     ----------     ----------
           Total depreciation              $      342     $      236     $      880     $      667
                                           ==========     ==========     ==========     ==========

     AMORTIZATION OF INTANGIBLES:
       Video Division                      $       18     $       13     $       52     $       38
       Wireless Division                          155             26            389             63
                                           ----------     ----------     ----------     ----------
           Total amortization              $      173     $       39     $      441     $      101
                                           ==========     ==========     ==========     ==========

     CAPITAL EXPENDITURES:
       Video Division                      $       17     $      104     $      262     $      348
       Wireless Division                        2,275            134          3,547            514
                                           ----------     ----------     ----------     ----------
           Segment capital expenditures    $    2,292     $      238     $    3,809     $      862
                                           ==========     ==========     ==========     ==========
</TABLE>

                                       9
<PAGE>

                                                  September       December
                                                   30, 2000       31, 1999
                                                  ----------     ----------
     ASSETS:
       Video Division                             $    7,966     $    7,345
       Wireless Division                              13,370          4,610
                                                  ----------     ----------
           Segment assets                         $   21,336     $   11,955
                                                  ==========     ==========
================================================================================

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

                                                   September    December 31,
                                                    30, 2000        1999
                                                   ----------    ----------
     Business segment assets                       $   21,336    $   11,955
     Corporate assets:
       Cash and investments                            41,494        19,659
        Interest and other receivables                    138            11
        Prepaid expenses and other                        325           466
        Property and equipment, net                       715           670
        Other assets                                       32            10
                                                   ----------    ----------
          Total assets                             $   64,040    $   32,771
                                                   ==========    ==========

7.   STOCK OPTIONS AND WARRANTS
     --------------------------

     During the quarter  ended  September  30, 2000,  the Company  granted stock
     options  under  the 2000  Performance  Equity  Plan  (the  "2000  Plan") to
     purchase an  aggregate  of 157,400  shares of its common  stock at exercise
     prices ranging from $39.00 to $50.00 per share to various employees.  These
     options  vest over two to five  years and  expire  five years from the date
     they become vested.

     In August 2000,  the Company  granted  stock options under the 2000 Plan to
     its Chief  Technical  Officer  for the  purchase  of 200,000  shares of its
     common  stock at an  exercise  price of $44 per  share.  The  options  vest
     equally in 2004 and 2005.  In addition,  in September  2000,  in connection
     with a five-year  employment  agreement,  the Company granted stock options
     under the 2000 Plan to the Chief  Executive  Officer  for the  purchase  of
     500,000 shares of its common stock.  Options to purchase 350,000 shares are
     immediately  vested  at an  exercise  price of $41 per  share.  Options  to
     purchase the  remaining  150,000  shares vest ratably over five years at an
     exercise  price of $61.50 per share.  Also in September  2000,  the Company
     granted stock options under the 2000 Plan for an aggregate of 77,500 shares
     of its common  stock to outside  directors  for board  service from 1998 to
     2000.  These options are  immediately  vested and expire ten years from the
     date of grant.

                                       10
<PAGE>

     As of September 30, 2000, options to purchase 2,768 and 4,066,600 shares of
     common stock were available for future grants under the 1993 Stock Plan and
     the 2000 Plan, respectively.


8.   STOCK AUTHORIZATION AND ISSUANCE
     --------------------------------

     In March 2000,  the Company issued an aggregate of 114,019 shares of Series
     A, B, C and D Preferred  Stock,  $1.00 par value,  for the  acquisition  of
     substantially all of the assets of Signal Technologies, Inc. ("STI") and as
     signing  bonuses and prepaid  compensation  for certain  employees  of STI.
     These shares are  automatically  convertible  into shares of the  Company's
     common stock in accordance with conversion formulas from March 2001 through
     March  2003.  Holders  of the  convertible  preferred  stock have no voting
     rights,  except as required by applicable  law. The  convertible  preferred
     stock is senior to the common stock with respect to liquidation events.

                                       11
<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  AND NINE  MONTH  PERIODS  ENDED
--------------------------------------------------------------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------

Revenues
--------
Revenues for the three months ended  September 30, 2000  increased by $2,511,957
as compared to the same period in 1999 and  revenues  for the nine months  ended
September  30, 2000  increased by  $3,177,087  as compared to the same period in
1999. These increases are due to increases in both PVTV Studio and camera system
sales.  The number of systems sold and the average  selling price per system for
the three and nine month periods are as follows:

                                                         Average Selling Price
                             Number of Systems Sold           per System
                            ------------------------    ------------------------
                            September     September     September     September
                             30, 2000      30, 1999      30, 2000      30, 1999
                            ----------    ----------    ----------    ----------
PVTV STUDIO SYSTEMS:
   Three month period                5             2    $  505,000    $  200,000
   Nine month period                 8             3    $  400,000    $  250,000

CAMERA SYSTEMS:
   Three month period              454           411    $    6,300    $    6,500
   Nine month period             1,205         1,114    $    6,400    $    6,700

                                       12
<PAGE>

The  increase  in  PVTV  Studio  system  sales  is due to the  increased  market
awareness and acceptance of these products. In addition, the increase in average
selling  price per  system is due to the sale of  digital  systems  which have a
higher  average  selling  price than analog,  as well as the sale of dual system
packages to broadcast  customers requiring a secondary system for show-building,
review and other purposes.

In addition to increased  product  revenue from PVTV Studio  sales,  the Company
recognizes an average of $38,000 in training and other services per sale.

Gross Margin
------------
For the three-month  periods ended September 30, 2000 and 1999, gross margins as
a percentage  of sales were 55.8% and 37.4%,  respectively.  For the  nine-month
periods  ended  September  30, 2000 and 1999,  gross  margins as a percentage of
sales were 42.2% and 34.9%, respectively. The increases in margins are primarily
due to an  increase  in sales of the PVTV  Studio  systems  which carry a higher
margin  percentage  than  the  camera  products.  The  margin  increase  for the
nine-month  period ended  September 30, 2000 was somewhat offset by increases in
inventory  reserves due to a shift in market  demand from analog to digital PVTV
systems.

Research and Development Expenses
---------------------------------
The Company's  research and development  expenses were $3,254,384 and $1,872,834
for the three  months  ended  September  30,  2000 and 1999,  respectively,  and
$9,031,599 and  $4,383,290  for the nine month periods ended  September 30, 2000
and 1999, respectively. The increases of $1,381,550 and $4,648,309 for the three
and nine month  periods,  respectively,  are  primarily a result of research and
development  costs  associated with the Company's  California and Orlando design
centers for wireless  development.  In addition,  the Company's  Video  Division
increased  development  fees related to certain  aspects of its PVTV  technology
during  2000  and  also  experienced  a  non-recurring   engineering  charge  of
approximately $625,000 related to certain camera research and development during
the second quarter of 2000.

Marketing and Selling Expenses
------------------------------
Marketing and selling  expenses were  $1,324,536  and  $1,025,940  for the three
month periods ended September 30, 2000 and 1999, respectively and $3,919,161 and
$2,765,200  for the nine  month  periods  ended  September  30,  2000 and  1999,
respectively.  The increases of $298,596 and  $1,153,961  for the three and nine
month  periods,   respectively  are  primarily  due  to  increases  in  business
development   personnel  for  the  Wireless  Division  and  increases  in  sales
commissions in the Video Division due to increased sales of PVTV Studio systems,
offset somewhat by reductions in advertising  and  promotional  costs related to
the video products during 2000.

                                       13
<PAGE>

General and Administrative Expenses
-----------------------------------
For the  three-month  periods  ended  September  30, 2000 and 1999,  general and
administrative  expenses were $1,117,127 and $1,021,685,  respectively.  For the
nine-month periods ended September 30, 2000 and 1999, general and administrative
expenses  were  $3,660,080  and  $2,899,437,  respectively.  These  increases of
$95,442 and  $760,643  for the three and nine month  periods,  respectively  are
primarily a result of  increased  outside  professional  fees and  increases  in
recruitment fees for executive searches.

Other Expense
-------------
Other  expense  consists  of losses on the  disposal of  out-of-service  assets,
primarily trade show booths and computer equipment.

Interest Income
---------------
Interest  income was $570,916 and $331,688  for the  three-month  periods  ended
September 30, 2000 and 1999, respectively, and $1,161,283 and $1,075,973 for the
nine month periods ended September 30, 2000 and 1999, respectively. The increase
in interest income for the three and nine-month periods ended September 30, 2000
is due to increased  interest earned on the proceeds from the Company's issuance
of common stock in May 2000,  offset by a decrease in investments due to the use
of funds for operations during 1999 and 2000.

Loss and Loss per Share
-----------------------
The Company's net loss  decreased by $432,954 or $0.06 per common share from the
three-month  period ended  September  30, 1999 to the same period in 2000.  On a
year to date basis,  the Company's net loss increased by $4,516,633 or $0.33 per
common share.  The decrease in net loss for the  three-month  period is due to a
$2.0 million  increase in gross margin from the sale of video  products,  a $0.4
million decrease in operating expenses of the Video Division, and a $0.2 million
increase  in  interest  income,  offset by a $2.2  million  increase in wireless
expenditures  during the quarter ended  September 30, 2000.  The increase in net
loss for the nine-month  period ended  September 30, 2000 is primarily due to an
increase  in the  operating  expenses  of the  Company's  Wireless  Division  of
approximately  $5.5 million,  increases in the Video  Division of  approximately
$1.0  million  related  to  non-recurring   engineering  charges  and  personnel
reductions, offset by increased margins from video products.

Backlog
-------
The  Company  had camera  backlog of  approximately  $694,000  and  $670,000  at
September 30, 2000 and 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  PVTV  Studio  backlog  of
approximately  $3.9 million at September 30, 2000.  Studio  backlog  consists of
contracts received with deliveries scheduled through the first quarter of 2001.

                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At September 30, 2000, the Company had working  capital of  approximately  $46.0
million,  an increase of $23.3 from $22.7  million at December  31,  1999.  This
increase in working capital is primarily due to the sale of equity securities in
May 2000,  offset by the use of cash to fund operations during 2000. The Company
used  approximately  $2.3 and $3.6  million in cash for the purchase of property
and equipment  for the three and  nine-month  periods ended  September 30, 2000.
These purchases  primarily consist of design software utilized for wireless chip
development.

The Company's  principal  source of liquidity at September 30, 2000 consisted of
$41.5 million in cash and short-term  investments.  Until the Company  generates
sufficient revenues from product sales or licensing fees, it will be required to
continue  to utilize  its  working  capital to cover the  continuing  expense of
research and  development,  marketing and general  administration.  Based on the
Company's current  estimates,  it believes its current cash and investments will
provide  sufficient  resources to meet its cash requirements for the next twelve
months as well as on a longer-term basis.

                                       15
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.  Not applicable.


ITEM 2.   CHANGES IN SECURITIES

                        Sales of Unregistered Securities
                        --------------------------------
<TABLE>
<CAPTION>
                                                   Consideration received and       Exemption     If option, warrant or
                                                 description of underwriting or        from       convertible security,
                                                 other discounts to market price   registration   terms of exercise or
Date of sale   Title of security    Number sold      afforded to purchasers          claimed           conversion
------------------------------------------------------------------------------------------------------------------------
<S>           <C>                     <C>        <C>                                    <C>       <C>
7/00-9/00     Options to purchase     157,400    Option granted - no                    4(2)      Exercisable for five
              common stock                       consideration received by                        years from the date
              granted to employees               Company until exercise                           the option first
                                                                                                  becomes vested,
                                                                                                  options vest over two
                                                                                                  to five years at
                                                                                                  exercise prices
                                                                                                  ranging from $39 to
                                                                                                  $50 per share

8/00          Options to purchase     200,000    Option granted - no                    4(2)      Exercisable for five
              common stock                       consideration received by                        years from the date
              granted to an                      Company until exercise                           the option first
              officer and director                                                                becomes vested,
                                                                                                  options vest equally
                                                                                                  in 2004 and 2005 at an
                                                                                                  exercise price of $44
                                                                                                  per share

9/00          Options to purchase     427,500    Option granted - no                    4(2)      Exercisable for five
              common stock                       consideration received by                        years from the date
              granted to officers                Company until exercise                           the option first
              and directors                                                                       becomes vested,
                                                                                                  options are
                                                                                                  immediately vested at
                                                                                                  an exercise price of
                                                                                                  $41 per share

9/00          Options to purchase     150,000    Option granted - no                    4(2)      Exercisable for five
              common stock                       consideration received by                        years from the date
              granted to an                      Company until exercise                           the option first
              officer and director                                                                becomes vested, option
                                                                                                  vests ratably over
                                                                                                  five years at an
                                                                                                  exercise price of
                                                                                                  $61.50 per share
</TABLE>

                                       16
<PAGE>

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

(a)  Exhibits

     Exhibit 27           Financial Data Schedule

(b)  No reports on Form 8-K were filed during the quarter  ended  September  30,
     2000.

                                       17
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        ParkerVision, Inc.
                                        Registrant

November 13, 2000                       By: /s/ Jeffrey L. Parker
                                            ----------------------
                                            Jeffrey L. Parker
                                            Chairman and Chief Executive Officer

November 13, 2000                       By: /s/ Cynthia Poehlman
                                            ---------------------
                                            Cynthia Poehlman
                                            Chief Accounting Officer

                                       18


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