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.
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
PARKERVISION, INC.
BALANCE SHEETS
September 30,
2000 December 31,
ASSETS (unaudited) 1999
------ ------------ ------------
CURRENT ASSETS:
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
============ ============
The accompanying notes are an integral part of these balance sheets.
3
PARKERVISION, INC.
BALANCE SHEETS
September 30,
2000 December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1999
------------------------------------ ------------ ------------
CURRENT LIABILITIES:
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
============ ============
The accompanying notes are an integral part of these statements.
4
PARKERVISION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Nine months ended
September 30, September 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
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)
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
5
PARKERVISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
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
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
6
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
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
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):
Three months ended Nine months ended
------------------------- -------------------------
September September September September
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- ---------- ----------
NET SALES:
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
========== ========== ========== ==========
9
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
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
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
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
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
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
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. Not applicable.
ITEM 2. CHANGES IN SECURITIES
Sales of Unregistered Securities
--------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------
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
16
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
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