PARKERVISION INC
10-Q, 1998-08-14
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 JUNE 30, 1998

   ( )    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 July 31, 1998,  11,404,143  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
six month  periods  ended June 30, 1998 are not  necessarily  indicative  of the
results that may be expected for the year ending December 31, 1998.

These interim  consolidated  financial  statements should be read in conjunction
with the  Company's  latest  Annual  Report on Form  10-KSB  for the year  ended
December 31, 1997.

                                       2
<PAGE>

                               PARKERVISION, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               June 30,
                                                                 1998         December 31,
               ASSETS                                         (unaudited)         1997
               ------                                        ------------     ------------

CURRENT ASSETS:
<S>                                                          <C>               <C>        
    Cash and cash equivalents                                 $  2,936,072     $  2,133,193
    Short-term investments                                      17,959,516       18,815,957
    Accounts receivable, net of allowance for
        doubtful accounts of $32,383 and $38,405 at
        June 30, 1998 and December 31, 1997, respectively        1,526,999          660,947
    Interest and other receivables                                 277,398          386,634
    Inventories, net                                             3,800,345        2,970,087
    Prepaid expenses and other                                     638,530          610,915
                                                              ------------     ------------
               Total current assets                             27,138,860       25,577,733
                                                              ------------     ------------

LONG-TERM INVESTMENTS                                            5,001,194        9,494,404
                                                              ------------     ------------

PROPERTY AND EQUIPMENT, net                                      2,915,685        2,541,123
                                                              ------------     ------------

OTHER ASSETS, net                                                1,257,650        1,071,772
                                                              ------------     ------------

               Total assets                                   $ 36,313,389     $ 38,685,032
                                                              ============     ============
</TABLE>

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

                                       3
<PAGE>

                               PARKERVISION, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                June 30,
                                                                  1998         December 31,
               LIABILITIES AND SHAREHOLDERS' EQUITY            (unaudited)         1997
               ------------------------------------           ------------     ------------

CURRENT LIABILITIES:
<S>                                                           <C>              <C>         
    Accounts payable                                          $    669,523     $    560,106
    Accrued expenses:
        Salaries and wages                                         260,765          313,267
        Professional fees and other                                353,883          259,096
    Deferred revenue                                                36,727           20,973
                                                              ------------     ------------
               Total current liabilities                         1,320,898        1,153,442
                                                              ------------     ------------

DEFERRED INCOME TAXES                                                4,678            4,678
                                                              ------------     ------------

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, 11,404,143 and 11,337,707 shares issued
       and outstanding at June 30, 1998 and December
       31, 1997, respectively                                      114,042          113,377
    Warrants outstanding                                         3,795,532        3,795,618
    Additional paid-in capital                                  46,158,929       45,920,419
    Unrealized gain on investments available for sale               19,141                0
    Accumulated deficit                                        (15,099,831)     (12,302,502)
                                                              ------------     ------------
               Total shareholders' equity                       34,987,813       37,526,912
                                                              ------------     ------------

               Total liabilities and shareholders' equity     $ 36,313,389     $ 38,685,032
                                                              ============     ============
</TABLE>

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

                                       4
<PAGE>

                               PARKERVISION, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Three months ended June 30,      Six months ended June 30,
                                                       ---------------------------     ---------------------------
                                                           1998            1997            1998            1997
                                                       -----------     -----------     -----------     -----------
<S>                                                    <C>             <C>             <C>             <C>        
Revenues, net                                          $ 2,589,781     $ 4,007,472     $ 4,554,775     $ 6,087,429
Cost of goods sold                                       1,492,396       2,172,974       2,824,986       3,332,110
                                                       -----------     -----------     -----------     -----------
    Gross margin                                         1,097,385       1,834,498       1,729,789       2,755,319

Marketing and selling expenses                           1,305,239       1,048,778       2,268,230       1,823,653

Research and development expenses                          885,287         752,497       1,882,855       1,448,073

General and administrative expenses                        650,087         469,093       1,169,734         837,446

Interest income                                           (390,406)       (168,138)       (793,701)       (343,040)
                                                       -----------     -----------     -----------     -----------

    Net loss                                           $(1,352,822)    $  (267,732)    $(2,797,329)    $(1,010,813)
                                                       ===========     ===========     ===========     ===========

    Basic loss per common share                        $     (0.12)    $     (0.03)    $     (0.25)    $     (0.10)
                                                       ===========     ===========     ===========     ===========
</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               Six Months Ended
                                                                 June 30,                        June 30,
                                                       ---------------------------     ---------------------------
                                                           1998            1997            1998            1997
                                                       -----------     -----------     -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>             <C>             <C>             <C>         
  Net loss                                             $(1,352,822)    $  (267,732)    $(2,797,329)    $(1,010,813)
  Adjustments to reconcile net loss to net cash
     used for operating activities:
      Depreciation and amortization                        178,600         175,279         332,076         311,471
      Provision for obsolete inventories                    60,000          30,000          90,000          80,000
      Changes in operating assets and liabilities:
        Increase in accounts receivable, net              (922,465)       (845,708)       (866,052)       (614,114)
        (Increase) decrease in interest and other
           receivables                                    (108,854)        (63,075)        109,236          (7,856)
        Decrease (increase) in inventories, net            203,519          28,286        (920,258)       (487,369)
        Decrease (increase) in prepaid expenses            321,184          79,036         (27,615)        (59,578)
        Increase in other assets                          (274,024)              0        (301,373)        (22,758)
        (Decrease) increase in accounts payable and
           accrued expenses                               (609,456)        284,605         151,702         852,904
        Increase (decrease) in deferred revenue             12,920           5,686          15,754         (12,832)
                                                       -----------     -----------     -----------     -----------
           Total adjustments                            (1,138,576)       (305,891)     (1,416,530)         39,868
                                                       -----------     -----------     -----------     -----------
           Net cash used for operating activities       (2,491,398)       (573,623)     (4,213,859)       (970,945)
                                                       -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturity of investments                          0       3,000,000       5,500,000       4,000,000
  Purchase of property and equipment                      (434,903)       (601,305)       (722,351)       (751,062)
                                                       -----------     -----------     -----------     -----------
           Net cash (used for) provided by investing
              activities                                  (434,903)      2,398,695       4,777,649       3,248,938
                                                       -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                    89,649         350,888         239,089         581,001
                                                       -----------     -----------     -----------     -----------
           Net cash provided by financing activities        89,649         350,888         239,089         581,001
                                                       -----------     -----------     -----------     -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                 (2,836,652)      2,175,960         802,879       2,858,994

CASH AND CASH EQUIVALENTS, beginning of period           5,772,724       2,237,766       2,133,193       1,554,732
                                                       -----------     -----------     -----------     -----------

CASH AND CASH EQUIVALENTS, end of period               $ 2,936,072     $ 4,413,726     $ 2,936,072     $ 4,413,726
                                                       ===========     ===========     ===========     ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

                               PARKERVISION, INC.

                          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-KSB for the year ended December 31, 1997

     CASH AND CASH  EQUIVALENTS.  Cash and cash  equivalents  include  overnight
     repurchase  agreements and U.S. Treasury money market investments  totaling
     approximately  $2,592,000  and $1,845,000 at June 30, 1998 and December 31,
     1997, 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 June 30, 1998 and 1997 is
     11,391,388 and  10,098,482,  respectively.  The weighted  average number of
     common  shares  assumed to be  outstanding  for the six month periods ended
     June 30, 1998 and 1997 is 11,369,251 and 10,069,160, respectively.


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

Inventories consist of the following:

                                                     June 30,      December 31,
                                                       1998            1997
                                                   -----------     -----------
     Purchased materials                           $ 2,307,733     $ 1,948,581
     Work in process                                   594,243         378,859
     Finished goods                                  1,238,450       1,059,699
                                                   -----------     -----------
                                                     4,140,426       3,387,139
     Less allowance for inventory obsolescence        (340,081)       (417,052)
                                                   -----------     -----------
                                                   $ 3,800,345     $ 2,970,087
                                                   ===========     ===========

                                       7
<PAGE>

4.   SIGNIFICANT CUSTOMERS
     ---------------------

     For the three months ended June 30, 1998,  Vtel  Corporation  and one other
     customer  accounted  for  approximately  45%  and  10% of  total  revenues,
     respectively.  Vtel Corporation accounted for 50% of total revenues for the
     three months ended June 30, 1997.

     For the six month  period  ended June 30, 1998 and 1997,  Vtel  Corporation
     accounted for approximately 35% and 49% of total revenues, respectively.


5.   STOCK OPTIONS
     -------------

     In May, 1998, pursuant to an employment  agreement,  the Company authorized
     the grant of nonqualified stock options to purchase an aggregate of 476,625
     shares of its common stock for $21.375 per share to Richard L. Sisisky, the
     Company's  President and Chief  Operating  Officer.  These options were not
     issued  under a plan and they  expire  ten  years  from the date of  grant.
     Options to purchase 226,625 shares vest over a five year period  commencing
     on December 31, 1998. Options to purchase the remaining 250,000 shares vest
     approximately  five and one half years  from the date of grant,  but may be
     accelerated based on certain performance criteria. In addition, the Company
     authorized the grant of incentive stock options, under the 1993 Stock Plan,
     to purchase an aggregate  of 23,375  shares of its common stock for $21.375
     per share to Mr.  Sisisky.  These  options  vest  ratably  over five  years
     commencing on December 31, 1998.

     On May 26, 1998, the Company also granted certain employees incentive stock
     options  under the 1993  stock plan to  purchase  an  aggregate  of 114,965
     shares of common  stock at an  exercise  price of $20.75 per  share.  These
     options  vest  ratably  over three to five years and expire five years from
     the date they become exercisable.

     In  addition,  on May 26,  1998,  the  Company  granted  certain  employees
     nonqualified  stock  options  under  the 1993  stock  plan to  purchase  an
     aggregate of 65,000  shares of common stock at an exercise  price of $20.75
     per share.  These options  generally  vest ten years from the date of grant
     and expire five years from the date they become exercisable.

     Options to  purchase  331,230  shares of common  stock were  available  for
     future grants under the 1993 stock plan at June 30, 1998.

                                       8
<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 SIX MONTH PERIODS ENDED JUNE 30,
- --------------------------------------------------------------------------------
1998 AND 1997
- -------------

Revenues
- --------
Revenues for the three months ended June 30, 1998 were  $2,589,781,  as compared
to  $4,007,472  for the three  months  ended June 30,  1997.  This  decrease  of
$1,417,691  is primarily a result of a decrease in the number of camera  systems
sold,  offset  somewhat by an increase in the average  selling  price per camera
system.  The Company sold 381 camera systems during the three month period ended
June 30, 1998, at an average selling price of  approximately  $6,800 per system.
This  compares to 694 camera  system sales for the three month period ended June
30, 1997, at an average selling price of approximately $5,800 per system.

Revenues for the six months ended June 30, 1998 were $4,554,775,  as compared to
$6,087,429  for the six months ended June 30, 1997.  This decrease of $1,532,654
is a result of a decrease  in the number of camera  systems  sold,  offset by an
increase in the average  selling price per camera system and revenues  generated
from the Company's first beta site sales of its studio  production  system.  The
Company sold 609 camera systems during the six month period ended June 30, 1998,
at an average selling price of approximately $7,000 per system. This compares to
1,037 camera  system  sales for the six month period ended June 30, 1997,  at an
average selling price of approximately $5,900 per system.

Management  believes the  decrease in camera  system sales for the three and six
month  periods is  primarily  due to the timing of OEM  purchases,  along with a
change in the focus of the  internal  sales  organization  toward its new studio
product. As of June 30, 1997, the Company had

                                       9
<PAGE>

realized  approximately  75% of its total 1997 revenues  from OEM accounts.  The
Company believes its OEM sales will be more ratably  distributed  throughout the
year  in  1998.  OEM  accounts  generally  represent  approximately  35%  of the
Company's  total  cameras  revenues.  In  addition,  early in 1998,  the Company
realigned  its  internal  sales  force to focus on the  launch of its new studio
product.  The Company's  studio  systems are  currently  priced to generate from
$150,000  to $250,000  and higher per system as  compared to the average  camera
system selling price of approximately $6,500 to $7,000 per system. The Company's
ability to generate revenues from its new studio system is dependent upon market
acceptance of this product.

The decrease in system sales in 1998, as compared to the  corresponding  periods
in 1997,  is offset  somewhat  by  increases  in the average  selling  price per
system.  These  increases are a result of the mix of products sold and the sales
channels utilized. During the three and six months ended June 30, 1998, a larger
percentage of the Company's revenues were generated from tracking camera systems
and the  international  reseller  sales  channel,  both of which  carry a higher
selling  price per  system.  The  average  selling  price per  camera  system is
expected  to decrease  during the second  half of 1998 due to  one-time  pricing
promotions on certain single-chip camera systems.

Gross Margin
- ------------
For the three month  periods  ended June 30, 1998 and 1997,  gross  margins as a
percentage  of sales  were  42.4% and  45.8%,  respectively.  This  decrease  is
primarily due to an increase in overhead costs, primarily facility rental costs,
when compared to the same period in 1997.

For the six month  periods  ended  June 30,  1998 and 1997,  gross  margins as a
percentage  of sales  were  38.0% and  45.3%,  respectively.  This  decrease  is
primarily  due to the cost of placing a new  product,  the studio  system,  into
production,  pricing discounts offered on the initial beta sales of studio,  and
an increase in overhead costs,  primarily  facility rental costs,  for the first
half of 1998 when compared to the same period in 1997.

Due to the pricing  promotions  planned for the second half of 1998, the Company
anticipates  a decline in gross  margin as a percent of camera  system sales for
the  remainder  of 1998.  This  decline  may be offset  somewhat by sales of the
Company's new studio product which are expected to generate  margins  similar to
or higher than the existing camera system sales.

Marketing and Selling Expenses
- ------------------------------
Marketing and selling  expenses were $1,305,239 for the three month period ended
June 30,  1998,  as compared  to  $1,048,778  for the same period in 1997.  This
increase of $256,461 is primarily due to increased  trade show costs  associated
with  launching the Company's  studio  product line along with the addition of a
wireless sales office in Oregon early in 1998.

For the six month  periods  ended June 30, 1998 and 1997,  marketing and selling
expenses were $2,268,230 and $1,823,653,  respectively. The increase of $444,577
is also  attributable  to  increased  trade  show  costs and the  addition  of a
wireless sales office.

                                       10
<PAGE>

Research and Development Expenses
- ---------------------------------
The Company's  research and development  expenses were $885,287 and $752,497 for
the  three  month  periods  ended  June 30,  1998 and 1997,  respectively.  This
increase of $132,790 is largely a result of increased resources dedicated to the
continued development of the Company's wireless technology.

For the six month periods ended June 30, 1998 and 1997, research and development
expenses were $1,882,855 and $1,448,073, respectively. This increase of $434,782
is  primarily  due to an  increase  in  personnel  and  related  costs  for  the
development of the studio product and the Company's wireless technology.

General and Administrative Expenses
- -----------------------------------
For the  three  month  periods  ended  June  30,  1998  and  1997,  general  and
administrative expenses were $650,087 and $469,093,  respectively. This increase
of $180,994 is primarily a result of increased personnel cost,  increased use of
outside professional services, and the amortization of prepaid consulting fees.

For  the  six  month  periods  ended  June  30,  1998  and  1997,   general  and
administrative  expenses  were  $1,169,734  and  $837,446,   respectively.  This
increase  of  $332,288  is  also   attributable   to  increased   personnel  and
professional services and the amortization of prepaid consulting fees.

Interest Income
- ---------------
Interest income was $390,406 and $168,138 for the three month periods ended June
30, 1998 and 1997,  respectively,  and  $793,701  and $343,040 for the six month
periods  ended June 30, 1998 and 1997,  respectively.  The  increase in interest
income  is  due to the  investment  of the  proceeds  from  the  Company's  1997
offerings,  offset  somewhat  by the  Company's  use of proceeds  from  maturing
investments to fund operations during 1997 and 1998.

Backlog
- -------
As of June 30,  1998,  the  Company  had a backlog  of  approximately  $346,000.
Backlog  consists of orders  received that generally  have a specified  delivery
schedule  within three to five weeks of receipt.  During the last three quarters
the  Company  has been able to reduce  its  delivery  schedule  for most  camera
products to approximately one week.


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

At June 30, 1998, the Company had working capital of $25,817,962, an increase of
$1,393,671  from  $24,424,291  at December  31, 1997.  This  increase in working
capital is primarily due to increases in accounts  receivable  and  inventories.
The increase in accounts  receivable is primarily due to the higher sales volume
for the second  quarter  of 1998 when  compared  to the fourth  quarter of 1997.
Increases in inventory reflect  preparation for production of the studio product
line.

                                       11
<PAGE>

The  Company's  principal  source of  liquidity  at June 30, 1998  consisted  of
$20,895,588  in cash and  short-term  investments.  Until the Company  generates
sufficient  revenues  from  product  sales,  it will be  required to continue to
utilize  this source of  liquidity  to cover the  continuing  expense of product
development,  marketing  and general  administration.  The Company  believes its
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.


                           PART II - OTHER INFORMATION


ITEM 3.  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,
Date of                            Number     other discounts to market price   registration   terms of exercise or
 sale       Title of security       sold          afforded to purchasers           claimed          conversion
- --------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>        <C>                                     <C>       <C>
5/98        Common stock           27,273    Cashless exercise of warrants;          4(2)
                                             50,000 warrants at a fair market
                                             value of $22 per share exchanged
                                             for 27,273 shares of common stock

5/98        Options to purchase   250,000    Options granted - no                    4(2)      Exercisable through
            common stock                     consideration received by                         6/15/08; options vest
            granted pursuant to              Company until exercise                            over five year period
            an employment                                                                      commencing 12/31/98 at
            agreement                                                                          an exercise price of
                                                                                               $21.375 per share

                                       12
<PAGE>

5/98        Options to purchase   250,000    Options granted - no                    4(2)      Exercisable through
            common stock                     consideration received by                         6/15/08 at an exercise
            granted pursuant to              Company until exercise                            price of $21.375 per
            an employment                                                                      share; options vest on
            agreement                                                                          the basis of three
                                                                                               criteria, the date
                                                                                               certain 12/15/03, or less
                                                                                               based on the price of a
                                                                                               share of common stock in
                                                                                               the years 1998 through
                                                                                               2002, or the percentage
                                                                                               increase in gross profit
                                                                                               of the Company over the
                                                                                               prior year

5/98        Options to purchase   114,965    Options granted - no                    4(2)      Exercisable for
            common stock                     consideration received by                         periods lasting from
            granted to                       Company until exercise                            five years from the
            employees pursuant                                                                 date the options
            to stock option                                                                    become vested; options
            plans                                                                              vest ratably over
                                                                                               three to five years
                                                                                               commencing May 26,
                                                                                               1998 at an exercise
                                                                                               price of $20.75 per
                                                                                               share

5/98        Options to purchase    65,000    Options granted - no                    4(2)      Exercisable for a
            common stock                     consideration received by                         period lasting five
            granted to                       Company until exercise                            years from the date
            employees pursuant                                                                 the options first
            to stock option plan                                                               become vested; options
                                                                                               vest from six to ten
                                                                                               years  at an exercise
                                                                                               price of $20.75 per
                                                                                               share

4/98 -      Common stock           13,543    Received proceeds of $47,487            4(2)      Underwriters warrants
6/98                                                                                           granted 11/30/93
                                                                                               exercisable through
                                                                                               11/30/98 at an
                                                                                               exercise price of
                                                                                               $8.25 per share
</TABLE>

                                       13
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its annual meeting on June 12, 1998. The  stockholders  elected
Messrs. Jeffrey Parker, Todd Parker, David Sorrells,  William Sammons and Arthur
Yeager and Ms. Stacie Wilf as directors.  The following is a tabulation of votes
cast for and against and abstentions for each director:

                                        Votes Cast
                                 --------------------------
          Name                     For              Against          Abstentions
     ---------------------------------------------------------------------------
     Jeffrey Parker
     Todd Parker                 8,727,588            1,427                0
     David Sorrells              8,727,588            1,427                0
     William Sammons             8,727,588            1,427                0
     Arthur Yeager               8,727,588            1,427                0
     Stacie Wilf                 8,727,588            1,427                0


ITEM 5.  OTHER INFORMATION

Notice to Stockholders Regarding 1999 Annual Meeting of Stockholders:

Pursuant to Rule 14a-4  promulgated by the  Securities and Exchange  Commission,
stockholders  are advised  that the  Company's  management  will be permitted to
exercise  discretionary  voting  authority under proxies it solicits and obtains
for the  Company's  1999  Annual  Meeting of  Stockholders  with  respect to any
proposal  presented by a stockholder at such meeting,  without any discussion of
the proposal in the  Company's  proxy  statement  for such  meeting,  unless the
Company   receives   notice  of  such  proposal  at  its  principal   office  in
Jacksonville, Florida not later than March 17, 1999.

                                       14
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
          Exhibit 27.1   Financial Data Schedule

(b)  No reports on Form 8-K were filed during the quarter ended June 30, 1998.


                                   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


August 13, 1998                         By: /s/ Jeffrey Parker
                                            -------------------
                                            Jeffrey Parker
                                            Chairman and Chief Executive Officer


August 13, 1998                         By: /s/ Cynthia Poehlman
                                            ---------------------
                                            Cynthia Poehlman
                                            Chief Accounting Officer

                                       15

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS     
<FISCAL-YEAR-END>                               DEC-31-1998
<PERIOD-START>                                  JAN-01-1998
<PERIOD-END>                                    JUN-30-1998
<CASH>                                            2,936,072
<SECURITIES>                                     17,959,516
<RECEIVABLES>                                     1,559,382
<ALLOWANCES>                                         32,383
<INVENTORY>                                       3,800,345
<CURRENT-ASSETS>                                 27,138,860
<PP&E>                                            5,753,719
<DEPRECIATION>                                    2,838,034
<TOTAL-ASSETS>                                   36,313,389
<CURRENT-LIABILITIES>                             1,320,898
<BONDS>                                                   0
                               114,042
                                               0
<COMMON>                                                  0
<OTHER-SE>                                       34,873,771
<TOTAL-LIABILITY-AND-EQUITY>                     36,313,389
<SALES>                                           4,554,775
<TOTAL-REVENUES>                                  4,554,775
<CGS>                                             2,824,986
<TOTAL-COSTS>                                     2,824,986
<OTHER-EXPENSES>                                  5,320,819
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                        0
<INCOME-PRETAX>                                  (2,797,329)
<INCOME-TAX>                                              0
<INCOME-CONTINUING>                              (2,797,329)
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                     (2,797,329)
<EPS-PRIMARY>                                         (0.25)
<EPS-DILUTED>                                         (0.25)
                                               


</TABLE>


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