UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ________to_______ Commission file number 0-22904 ------- PARKERVISION, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-2971472 (State or other jurisdiction of I.R.S. Employer ID No. incorporation or organization) 8493 BAYMEADOWS WAY JACKSONVILLE, FLORIDA 32256 (904) 737-1367 (Address of principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]. APPLICABLE ONLY TO CORPORATE ISSUERS As of April 30, 1999, 11,760,458 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 month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. 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, 1998. PARKERVISION, INC. BALANCE SHEETS March 31, 1999 December 31, ASSETS (unaudited) 1998 ------ ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $10,314,479 $10,569,435 Short-term investments 10,050,000 11,077,394 Accounts receivable, net of allowance for doubtful accounts of $37,308 at March 31, 1999 and December 31, 1998 758,513 805,880 Interest and other receivables 115,262 183,823 Inventories, net 3,763,534 3,237,567 Prepaid expenses and other 1,338,102 1,023,011 ----------- ----------- Total current assets 26,339,890 26,897,110 LONG-TERM INVESTMENTS 8,000,000 8,000,000 PROPERTY AND EQUIPMENT, net 2,850,241 2,760,335 OTHER ASSETS, net 2,857,197 2,592,565 ----------- ----------- Total assets $40,047,328 $40,250,010 =========== =========== The accompanying notes are an integral part of these balance sheets. 2 PARKERVISION, INC. BALANCE SHEETS March 31, 1999 December 31, LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1998 ------------------------------------ ------------ ------------ CURRENT LIABILITIES: Accounts payable $ 802,373 $ 609,523 Accrued expenses: Salaries and wages 422,194 178,006 Rebates payable 96,891 108,185 Warranty reserve 97,245 99,656 Other accrued expenses 452,769 221,175 Deferred revenue 126,253 33,404 ------------ ------------ Total current liabilities 1,997,725 1,249,949 DEFERRED INCOME TAXES 18,091 18,091 COMMITMENTS AND CONTINGENCIES (Notes 4 and 5) SHAREHOLDERS' EQUITY: Preferred stock, $1 par value, 1,000,000 shares authorized, none issued or outstanding 0 0 Common stock, $.01 par value, 20,000,000 shares authorized, 11,760,458 and 11,718,678 shares issued and outstanding at March 31, 1999 and December 31, 1998, respectively 117,604 117,187 Warrants outstanding 3,257,625 3,257,625 Additional paid-in capital 53,111,396 52,543,817 Accumulated other comprehensive income 44,141 72,241 Accumulated deficit (18,499,254) (17,008,900) ------------ ------------ Total shareholders' equity 38,031,512 38,981,970 ------------ ------------ Total liabilities and shareholders' equity $ 40,047,328 $ 40,250,010 ============ ============ The accompanying notes are an integral part of these statements. 3 PARKERVISION, INC. STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended -------------------------------- March 31, 1999 March 31, 1998 -------------- -------------- Revenues, net $ 2,469,751 $ 1,964,994 Cost of goods sold 1,632,803 1,332,590 ----------- ----------- Gross margin 836,948 632,404 Research and development expenses 1,136,010 997,568 Marketing and selling expenses 783,690 962,991 General and administrative expenses 806,502 519,647 Interest income (398,900) (403,295) ----------- ----------- Net loss $(1,490,354) $(1,444,507) =========== =========== Basic loss per common share $ (0.13) $ (0.13) =========== =========== The accompanying notes are an integral part of these statements. 4 PARKERVISION, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, ----------------------------- 1999 1998 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,490,354) $ (1,444,507) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 328,601 153,476 Provision for obsolete inventories 60,000 30,000 Changes in operating assets and liabilities: Decrease in accounts receivable, net 47,367 56,413 Decrease in interest and other receivables 68,561 218,090 Increase in inventories, net (585,967) (1,123,777) Increase in prepaid expenses (315,091) (348,799) Increase in other assets (383,610) (27,349) Increase in accounts payable and accrued expenses 654,927 761,158 Increase in deferred revenue 92,849 2,834 ------------ ------------ Total adjustments (32,363) (277,954) ------------ ------------ Net cash used for operating activities (1,522,717) (1,722,461) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturity of investments 1,000,000 5,500,000 Purchase of property and equipment (300,235) (287,448) ------------ ------------ Net cash provided by investing activities 699,765 5,212,552 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 567,996 149,440 ------------ ------------ Net cash provided by financing activities 567,996 149,440 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS (254,956) 3,639,531 CASH AND CASH EQUIVALENTS, beginning of period 10,569,435 2,133,193 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period $ 10,314,479 $ 5,772,724 ============ ============ The accompanying notes are an integral part of these balance sheets. 5 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, 1998. CASH AND CASH EQUIVALENTS. Cash and cash equivalents include overnight repurchase agreements and U.S. Treasury money market investments totaling approximately $10,598,000 and $10,032,000 at March 31, 1999 and December 31, 1998, respectively. 2. LOSS PER SHARE -------------- Basic loss per share is determined based on the weighted average number of common shares assumed to be outstanding during each period. Dilutive loss per share is the same as basic loss per share as all common share equivalents are excluded from the calculation as their effect is anti-dilutive. The weighted average number of common shares assumed to be outstanding for the three month periods ended March 31, 1999 and 1998 is 11,728,143 and 11,346,869, respectively. 3. INVENTORIES: ------------ Inventories consist of the following: March 31, December 31, 1999 1998 ----------- ----------- Purchased materials $ 2,230,341 $ 1,996,573 Work in process 158,472 241,676 Finished goods 1,798,133 1,406,664 ----------- ----------- 4,186,946 3,644,913 Less allowance for inventory obsolescence (423,412) (407,346) ----------- ----------- $ 3,763,534 $ 3,237,567 =========== =========== 4. SIGNIFICANT CUSTOMERS --------------------- For the quarters ended March 31, 1999 and 1998, Vtel Corporation ("VTEL") accounted for approximately 23% and 21% of total revenues, respectively. 6 5. STOCK OPTIONS ------------- On March 5, 1999, the Company granted nonqualified stock options to purchase an aggregate of 100,000 shares of its common stock for $23.125 per share pursuant to an employment agreement. These options were not issued under a plan, vest ratably over five years and expire five years from the date they become vested. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements - -------------------------- When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission, the words or phrases "will likely result", "management expects" or "Company expects", "will continue", "is anticipated", "estimated" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speak only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including the timely development and acceptance of new products, sources of supply and concentration of customers. The Company has no obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect, anticipated events or circumstances occurring after the date of such statements. Results of Operations for Each of the Three Month Periods Ended March 31, 1999 - -------------------------------------------------------------------------------- and 1998 - -------- Revenues - -------- Revenues for the three months ended March 31, 1999 increased by $504,757 as compared to the same period in 1998 due to an increase in the number of cameras systems sold, offset somewhat by a decrease in the average selling price per system. The Company sold 331 camera systems at an average selling price of $6,900 per system during the three months ended March 31, 1999, as compared to 228 systems at an average selling price of $7,600 for the three months ended March 31, 1998. For the three month period ending March 31, 1999, revenues included approximately $187,000 of third party videoconferencing equipment which was sold at the Company's cost. Revenues for the three month period ended March 31, 1998, included approximately $230,000 for the sale of two studio systems to beta customers. Gross Margin - ------------ For the three month periods ended March 31, 1999 and 1998, gross margins as a percentage of sales were 33.9% and 32.2%, respectively. The slight increase in margin is due to lower production costs. Production costs were high during the first quarter of 1998 due to initial production of studio products. This increase in margin was somewhat offset by the pass through of third party videoconferencing equipment at no margin during the first quarter of 1999. 7 Research and Development Expenses - --------------------------------- The Company's research and development expenses for the three month period ended March 31, 1999 increased $138,442 as compared to the same period in 1998. This increase is primarily due to the outsourcing of certain application engineering functions, offset somewhat by decreases in personnel and prototype costs related to studio development. Marketing and Selling Expenses - ------------------------------ Marketing and selling expenses for the three month period ended March 31, 1999 decreased $179,301 as compared to the same period in 1998. This decrease is due to decreases in personnel and advertising costs. During the first quarter of 1998, the Company incurred significant advertising and production costs associated with the launch of the studio product. General and Administrative Expenses - ----------------------------------- For the three month period ended March 31, 1999, general and administrative expenses increased $286,855 over the same period in 1998. This increase is primarily a result of increased personnel costs, increased usage of outside professional services and the amortization of prepaid consulting fees. The Company added an executive officer in June 1998 and has increased the use of legal and other consulting firms in connection with the wireless technology. Interest Income - --------------- Interest income for the three month period ended March 31, 1999 decreased $4,395 from the same period in 1998. This decrease is due to the use of proceeds from maturing investments to fund operations during 1998 and 1999, offset by the sale of equity securities and exercise of options and warrants in 1998. Backlog - ------- As of March 31, 1999, the Company had camera backlog of approximately $250,000, as compared to a backlog as of December 31, 1998 of approximately $390,000. Backlog consists of orders received, which generally have a specified delivery schedule within three to five weeks of receipt. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At March 31, 1999, the Company had working capital of $24,342,165, a decrease of $1,304,996 from $25,647,161 at December 31, 1998. This decrease is primarily due to the use of cash to fund operations during the first quarter of 1999. The Company's principal source of liquidity at March 31, 1998 consisted of $20,364,479 in cash and short-term investments. Until the Company generates sufficient revenues from system sales, it will be required to continue to utilize this source of liquidity to cover the continuing expense of product development, marketing and sales, and general administration. The Company believes this source of liquidity will provide sufficient resources to meet its cash requirements for the next twelve months as well as on a longer-term basis. 8 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, Date of Title of Number other discounts to market price registration terms of exercise or sale security sold afforded to purchasers claimed conversion - ------- -------------- ------- ------------------------------- ------------ ------------------------ 3/5/99 Option to 100,000 Option granted - no 4(2) Exercisable for five purchase consideration received by years from the date common stock Company until exercise options first become granted to an vested, options vest employee ratably over five years at an exercise price of $23.125 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. EXHIBITS Exhibit 27.1 Financial Data Schedule REPORTS ON FORM 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ParkerVision, Inc. Registrant May 14, 1999 By: /s/ Jeffrey L. Parker ---------------------- Jeffrey L. Parker Chairman and Chief Executive Officer May 14, 1999 By: /s/ Cynthia Poehlman --------------------- Cynthia Poehlman Controller and Chief Accounting Officer