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, 2001 ( ) 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 10, 2001, 13,898,306 shares of the Issuer's Common Stock, $.01 par value, were outstanding. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PARKERVISION, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS September 30, 2001 December 31, ASSETS (unaudited) 2000 ------ ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 19,890,386 $ 31,371,904 Investments available for sale 15,149,251 7,947,120 Accounts receivable, net of allowance for doubtful accounts of $87,674 and $103,199 at September 30, 2001 and December 31, 2000 1,352,559 2,343,916 Inventories, net 4,675,860 3,993,009 Prepaid expenses and other 3,178,148 3,391,595 ------------ ------------ Total current assets 44,246,204 49,047,544 PROPERTY AND EQUIPMENT, net 7,340,252 7,522,645 OTHER ASSETS, net 7,137,451 7,037,705 ------------ ------------ Total assets $ 58,723,907 $ 63,607,894 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 2 PARKERVISION, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS September 30, 2001 December 31, LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 2000 ------------------------------------ ------------ ------------ CURRENT LIABILITIES: Accounts payable $ 1,169,066 $ 893,406 Accrued expenses: Salaries and wages 902,048 697,675 Warranty reserve 200,298 198,140 Sales tax payable 15,679 110,720 Other accrued expenses 294,988 564,735 Deferred revenue 1,139,185 983,044 ------------ ------------ Total current liabilities 3,721,264 3,447,720 DEFERRED INCOME TAXES 139,769 139,769 COMMITMENTS AND CONTINGENCIES (Notes 5, 7 and 8) ------------ ------------ Total liabilities 3,861,033 3,587,489 SHAREHOLDERS' EQUITY: Preferred stock, $1 par value, 5,000,000 shares authorized, 27,356 and 114,019 shares issued and outstanding at September 30, 2001 and December 31, 2000, respectively 27,356 114,019 Common stock, $.01 par value, 100,000,000 shares authorized, 13,898,306 and 13,445,675 shares issued and outstanding at September 30, 2001 and December 31, 2000, respectively 138,983 134,457 Warrants outstanding 16,807,505 15,659,035 Additional paid-in capital 89,564,034 83,937,839 Accumulated other comprehensive income (loss) 265,966 (52,880) Accumulated deficit (51,940,970) (39,772,065) ------------ ------------ Total shareholders' equity 54,862,874 60,020,405 ------------ ------------ Total liabilities and shareholders' equity $ 58,723,907 $ 63,607,894 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 3 PARKERVISION, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Nine months ended September 30, September 30, ----------------------------- ----------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenues, net $ 2,319,025 $ 5,581,440 $ 6,963,429 $ 11,343,290 Cost of goods sold 1,584,764 2,464,620 4,520,629 6,561,106 ------------ ------------ ------------ ------------ Gross margin 734,261 3,116,820 2,442,800 4,782,184 ------------ ------------ ------------ ------------ Research and development expenses 3,052,520 3,254,384 9,292,526 9,031,599 Marketing and selling expenses 1,000,746 1,324,536 3,055,029 3,919,161 General and administrative expenses 1,229,159 1,117,127 3,614,443 3,660,080 Other expense 539 0 2,563 44,216 ------------ ------------ ------------ ------------ Total operating expenses 5,282,964 5,696,047 15,964,561 16,655,056 ------------ ------------ ------------ ------------ Loss from operations (4,548,703) (2,579,227) (13,521,761) (11,872,872) Interest income 420,111 570,916 1,352,856 1,161,283 ------------ ------------ ------------ ------------ Net loss $ (4,128,592) $ (2,008,311) $(12,168,905) $(10,711,589) ============ ============ ============ ============ Basic and diluted net loss per common share $ (0.30) $ (0.15) $ (0.89) $ (0.86) ============ ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 4 PARKERVISION, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (4,128,592) $ (2,008,311) $(12,168,905) $(10,711,589) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 731,805 516,640 2,073,380 1,320,752 Amortization of premium (discounts) on investments 13,153 0 13,153 (93,512) Provision for obsolete inventories 130,000 30,000 190,000 290,000 Stock compensation 333,270 414,171 1,445,298 1,088,636 Loss on disposal of property and equipment 0 0 0 44,216 Changes in certain operating assets and liabilities: Accounts receivable, net 125,301 (1,368,656) 991,357 (1,301,879) Inventories (248,043) 286,057 (872,851) (266,149) Prepaid expenses and other (362,335) (267,285) 213,447 255,236 Accounts payable and accrued expenses 83,188 81,990 117,403 1,952,446 Deferred revenue 239,890 713,572 156,141 547,421 ------------ ------------ ------------ ------------ Total adjustments 1,046,229 406,489 4,327,328 3,837,167 ------------ ------------ ------------ ------------ Net cash used in operating activities (3,082,363) (1,601,822) (7,841,577) (6,874,422) ------------ ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturity of investments 0 4,000,000 4,000,000 10,000,000 Proceeds from sale of investments 1,002,141 0 1,002,141 0 Purchase of investments (11,898,579) 0 (11,898,579) 0 Purchase of property and equipment (992,014) (2,314,573) (1,703,108) (3,620,042) Payment for patent costs (142,357) (517,721) (1,287,435) (1,999,466) ------------ ------------ ------------ ------------ Net cash (used in) provided by investing activities (12,030,809) 1,167,706 (9,886,981) 4,380,492 ------------ ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 0 0 2,500,000 29,963,001 Proceeds from exercise of options and warrants 436,932 1,773,077 3,747,040 4,044,177 ------------ ------------ ------------ ------------ Net cash provided by financing activities 436,932 1,773,077 6,247,040 34,007,178 NET CHANGE IN CASH AND CASH EQUIVALENTS (14,676,240) 1,338,961 (11,481,518) 31,513,248 CASH AND CASH EQUIVALENTS, beginning of period 34,566,626 32,303,029 31,371,904 2,128,742 ------------ ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, end of period $ 19,890,386 $ 33,641,990 $ 19,890,386 $ 33,641,990 ============ ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 5 PARKERVISION, INC. AND SUBSIDIARY CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ACCOUNTING POLICIES ------------------- The accompanying unaudited consolidated financial statements of ParkerVision, Inc. and subsidiary (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, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. 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, 2000. 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, 2000. COMPREHENSIVE INCOME. The Company's other comprehensive income is comprised of unrealized gains on investments available-for-sale which are included in accumulated other comprehensive income in the consolidated balance sheets. The Company's other comprehensive income for the three-month periods ended September 30, 2001 and 2000 was $222,206 and $117,520, respectively. The Company's total comprehensive loss for the three-month periods ended September 30, 2001 and 2000 was $(3,906,386) and $(1,890,791), respectively. The Company's other comprehensive income for the nine-month periods ended September 30, 2001 and 2000 was $318,846 and $228,492, respectively. The Company's total comprehensive loss for the nine-month periods ended September 30, 2001 and 2000 was $(11,850,059) and $(10,483,097), 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 8). 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. NEW ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards Board ("FASB") recently issued Statements of Financial Accounting Standards ("FAS") No. 141, FAS No. 142, FAS No. 143 and FAS No. 144. FAS 141, "Business Combinations" provides guidance on business acquisitions subsequent to June 30, 2001. Adoption of this Statement will have no effect on the Company's consolidated results of operations, financial position or cash flows. FAS No. 142, FAS No. 143, "Accounting for Asset Retirement Obligations" addresses financial accounting and reporting obligations associated with the retirement of tangible, long-lived assets and the associated asset retirement costs. FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets" addresses financial accounting and reporting for the impairment or disposal of long-lived assets. "Goodwill and Other Intangible Assets" addresses accounting for goodwill and intangible assets. Fas No. 142, 142 and 144 are effective for the Company's financial statements beginning January 1, 2002. The Company has not yet quantified the impact of adopting these statements. RECLASSIFICATIONS. Certain reclassifications have been made to the 2000 financial statements in order to conform to the 2001 presentation. 6 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 outstanding for the three month periods ended September 30, 2001 and 2000 was 13,890,327 and 13,149,558, respectively. The weighted average number of common shares outstanding for the nine-month periods ended September 30, 2001 and 2000 was 13,745,004 and 12,464,378, respectively. 3. INVENTORIES: ------------ Inventories consist of the following: September 30, December 31, 2001 2000 ------------ ------------ Purchased materials $ 2,752,871 $ 2,970,724 Work in process 88,641 161,447 Finished goods 1,211,635 486,525 Demonstration inventory 1,508,835 1,142,598 ------------ ------------ 5,561,982 4,761,294 Less allowance for inventory obsolescence (886,122) (768,285) ------------ ------------ $ 4,675,860 $ 3,993,009 ============ ============ 4. OTHER ASSETS ------------ Other assets consist of the following: September 30, December 31, 2001 2000 ------------ ------------ Patents and copyrights, net $ 6,454,108 $ 5,066,915 Prepaid compensation 272,512 1,272,322 Noncompete 68,750 181,250 Other intangible assets 177,351 268,557 Deposits and other 164,730 248,661 ------------ ------------ $ 7,137,451 $ 7,037,705 ============ ============ 5. CONCENTRATIONS OF RISK ---------------------- For the quarter ended September 30, 2001, one broadcast ownership group accounted for approximately 17% of the Company's total revenues. For the quarter ended September 30, 2000, Vtel Corporation ("VTEL") and The Ackerley Group ("Ackerley") accounted for approximately 14% and 39%, respectively of the Company's total revenues. For the nine months ended September 30, 2001, no one customer accounted for over 10% 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. VTEL and Ackerley accounted for approximately 30% of the Company's accounts receivable at September 30, 2001. The Company closely monitors extensions of credit and has never experienced significant credit losses. 7 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, 2001 30, 2000 30, 2001 30, 2000 ---------- ---------- ---------- ---------- NET SALES: Video Division $ 2,319 $ 5,581 $ 6,963 $ 11,343 Wireless Division 0 0 0 0 ---------- ---------- ---------- ---------- Total net sales $ 2,319 $ 5,581 $ 6,963 $ 11,343 ========== ========== ========== ========== INCOME (LOSS) FROM OPERATIONS: Video Division $ (975) $ 1,729 $ (2,222) $ (1,399) Wireless Division (3,574) (4,308) (11,300) (10,474) ---------- ---------- ---------- ---------- Total loss from operations $ (4,549) $ (2,579) $ (13,522) $ (11,873) ========== ========== ========== ========== DEPRECIATION: Video Division $ 139 $ 101 $ 411 $ 374 Wireless Division 360 241 1,041 506 ---------- ---------- ---------- ---------- Total depreciation $ 499 $ 342 $ 1,452 $ 880 ========== ========== ========== ========== AMORTIZATION OF INTANGIBLES AND OTHER ASSETS: Video Division $ 26 $ 18 $ 68 $ 52 Wireless Division 206 155 553 389 ---------- ---------- ---------- ---------- Total amortization $ 232 $ 173 $ 621 $ 441 ========== ========== ========== ========== CAPITAL EXPENDITURES: Video Division $ 72 $ 17 $ 250 $ 262 Wireless Division 920 2,275 1,439 3,314 Other 0 23 14 44 ---------- ---------- ---------- ---------- Total capital expenditures $ 992 $ 2,315 $ 1,703 $ 3,620 ========== ========== ========== ========== September December 30, 2001 31, 2000 ---------- ---------- ASSETS: Video Division $ 7,841 $ 8,208 Wireless Division 14,175 14,302 ---------- ---------- Segment assets $ 22,016 $ 22,510 ========== ========== 8 A reconciliation of segment assets to total assets reported in the accompanying balance sheets is as follows: September 30, December 31, 2001 2000 ---------- ---------- Business segment assets $ 22,016 $ 22,510 Corporate assets: Cash and investments 35,040 39,319 Prepaid expenses and other 1,008 1,067 Property and equipment, net 577 680 Other assets 83 32 ---------- ---------- Total assets $ 58,724 $ 63,608 ========== ========== 7. STOCK OPTIONS AND WARRANTS -------------------------- For the three month period ended September 30, 2001, the Company granted stock options under the 2000 Performance Equity Plan (the "2000 Plan") to purchase an aggregate of 98,300 shares of its common stock at exercise prices ranging from $18 to $26 per share in connection with hiring and retention of employees. These options vest ratably over five years and expire five years from the date they become vested. As of September 30, 2001, options to purchase 544,182 and 3,524,100 shares of common stock were available for future grants under the 1993 Plan and the 2000 Plan, respectively. In March 2001, in connection with a private placement transaction (see note 8), the Company issued warrants for the purchase of 83,451 shares of the Company's common stock to Texas Instruments, Inc. These warrants are immediately vested with exercise prices ranging from $29.96 to $39.84 per share and expire ten years from the date of grant. The warrants have an estimated fair market value of $16.88 per share, or approximately $1.4 million. The fair value was estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rate of 6.3%, no expected dividend yield, expected life of five years and expected volatility of 63%. 8. STOCK AUTHORIZATION AND ISSUANCE -------------------------------- In March 2001, the Company issued 83,451 shares of its Common Stock to Texas Instruments, Inc. in a private placement transaction. The shares represent less than 1% of the Company's outstanding common stock and were sold at a price of $29.96 per share for net proceeds of approximately $2.5 million. 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 certain employees of STI. In March 2001, the Series A and D preferred shares were converted, pursuant to the terms of the original agreement, into approximately 90,000 shares of Common Stock. 9 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, 2001 AND 2000 - --------------------------- Revenues - -------- Revenues for the three months ended September 30, 2001 decreased by $3,262,415 as compared to the same period in 2000 and revenues for the nine-month period ended September 30, 2001 decreased by $4,379,861 from the same period in 2000. These decreases are due to declines in both camera and studio system sales. The number of camera and studio systems sold and the average selling price per system for the three and nine month periods are as follows: Average Selling Number of Systems Sold Price per System ------------------------ ------------------------ Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- STUDIO SYSTEMS: Three month period 3 5 $ 222,000 $ 505,000 Nine month period 7 8 $ 209,000 $ 409,000 CAMERA SYSTEMS: Three month period 204 454 $ 6,800 $ 6,300 Nine month period 653 1,205 $ 7,400 $ 6,400 The decrease in camera sales for the three and nine-month periods is primarily due to decreased sales to VTEL. In May 2001, VTEL announced its intention to sell its products business unit, a significant customer of the Company, which, subject to shareholder approval and execution, would become a privately owned business. In October 2001, VTEL reported its products business as a discontinued operation, showing a 47%, or $41.7 million decline in revenues for its year ended July 2001 compared to the previous year. The Company's management does not anticipate increased sales to VTEL for the remainder of 2001. The generation of future sales to VTEL will depend largely on the sales efforts of the surviving VTEL products business and cannot be determined at this time. 10 The decrease in revenues due to declining camera unit sales is somewhat offset by an increase in average selling price per camera system. This increase is largely due to an increase in percentage of three-chip analog and digital camera sales which carry a higher selling price per system than the single-chip systems. The Company's decreased revenues are also due to a decline in PVTV Studio sales in the third quarter of 2001 compared to the same period in 2000. This decline is largely due to the timing of broadcast group sales and installations as well as differences in the mix of systems sold. During the third quarter of 2000, the Company recognized the sale of four PVTV studio systems to The Ackerley Group ("Ackerley"). Two of these represented dual systems resulting in a higher average selling price per system. During the quarter ended September 30, 2001, the three PVTV studio systems sold include one learning system and one broadcast beta system which carry a much lower selling price per system than the typical broadcast news systems. The decrease in revenues from camera and PVTV studio sales is somewhat offset by an increase in training, service and support revenue. Training, service and support revenue increased by approximately $92,000 from $189,000 in the third quarter of 2000 to $281,000 for the same period in 2001. Training, service and support revenues increased by approximately $345,000 on a year to date basis, from $369,000 for the nine month period ended September 30, 2000 to $714,000 for the same period in 2001. The increase in training, service and support revenue is primarily due to the increased installed base of PVTV studio systems with annually renewable service and support contracts. Gross Margin - ------------ For the three-month periods ended September 30, 2001 and 2000, gross margins as a percentage of sales were 32% and 56%, respectively. For the nine-month periods ended September 30, 2001 and 2000, gross margins as a percentage of sales were 35% and 42%, respectively. The decrease in margin as a percentage of sales is primarily due to the mix of products sold, as well as increases in inventory obsolescence reserves. Research and Development Expenses - --------------------------------- The Company's research and development expenses were $3,052,520 and $3,254,384 for the three months ended September 30, 2001 and 2000, respectively, and $9,292,526 and $9,031,599 for the nine-month periods ended September 30, 2001 and 2000, respectively. The decrease in research and development expenses on a quarter to quarter basis of $201,864 is primarily due to a reduction in staffing in the Company's California facility in March and April 2001, offset somewhat by increases in the Orlando and Jacksonville wireless design centers. On a year to date basis, research and development expenses increased by $260,927 due to increased research and development efforts in the Wireless Division. The increase in wireless research and development expenses is primarily due to increased personnel and overhead related to the expansion of the Company's Orlando and Jacksonville design centers. These increases are somewhat offset by decreases in personnel and other costs related to the Company's California facility. Marketing and Selling Expenses - ------------------------------ Marketing and selling expenses decreased $323,790 and $864,132 for the three and nine month periods ended September 30, 2001 when compared with the same periods in 2000. On a quarter to quarter basis, the decrease is primarily due to staffing reductions in the Wireless Division's sales and marketing group. On a year to date basis, the decrease also includes decreased personnel, advertising, promotional costs and outside consulting fees relating to the Video Division. 11 General and Administrative Expenses - ----------------------------------- General and administrative expenses increased by $112,032 for the three month period ended September 30, 2001 when compared to the same period in 2000 and decreased by $45,637 on a year to date basis. General and administrative expenses consist primarily of executive, accounting and administrative personnel costs, professional fees and insurance costs. 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 $420,111 and $570,916 for the three-month periods ended September 30, 2001 and 2000, respectively, and $1,352,856 and $1,161,283 for the nine month periods ended September 30, 2001 and 2000, respectively. Interest income represents interest earned on the proceeds from the Company's issuance of common stock in May 2000 and previous offerings, offset by funds used for operations. Loss and Loss per Share - ----------------------- The Company's net loss increased by $2,120,281 or $0.15 per common share from the three-month period ended September 30, 2000 compared to the same period in 2001. On a year to date basis, the Company's net loss increased by $1,457,316 or $0.03 per common share. The increase in net losses is primarily due to decreased sales by the Company's Video Division, offset somewhat by decreased operating expenses in the Video Division. Backlog - ------- The Company had camera backlog of approximately $128,000 at September 30, 2001. Camera backlog consists of orders received which generally have a specified delivery schedule within three to five weeks of receipt. In addition, the Company currently has a backlog of PVTV studio sales and services, excluding extended support services, of approximately $2.7 million, representing studio purchase commitments with delivery dates through the first half of 2002. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At September 30, 2001, the Company had working capital of $40.5 million, a decrease of $5.1 million from $45.6 million at December 31, 2000. This decrease in working capital is primarily due to the use of cash to fund operations during the first nine months of 2001, offset somewhat by the sale of equity securities and proceeds from the exercise of stock options and warrants. The Company's principal source of liquidity at September 30, 2001 consisted of $35 million in cash and 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. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on its financial position, results of operations or liquidity. ITEM 2. CHANGES IN SECURITIES Sales of Unregistered Securities -------------------------------- Consideration received and Exemption If option, warrant or description of underwriting or from convertible security, Date of Number other discounts to market price registration terms of exercise or sale Title of security sold afforded to purchasers claimed conversion - ------------------------------------------------------------------------------------------------------------------- 7/01-9/01 Options to 98,300 Option granted - no 4(2) Exercisable for purchase common consideration received by five years from stock granted Company until exercise the date the to employees option first becomes vested, options vest ratably over five years at exercise prices ranging from $18 to $25 per share 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. None (b) No reports on Form 8-K were filed during the quarter ended September 30, 2001. 13 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 14, 2001 By: /s/ Jeffrey L. Parker ---------------------- Jeffrey L. Parker Chairman and Chief Executive Officer November 14, 2001 By: /s/ Cynthia L. Poehlman ------------------------ Cynthia L. Poehlman Chief Accounting Officer 14