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 JUNE 30, 2002
( ) 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 August 2, 2002, 13,967,529 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
June 30,
2002 December 31,
ASSETS (unaudited) 2001
------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 6,443,938 $ 4,563,535
Short-term investments 16,987,768 26,908,362
Accounts receivable, net of allowance for doubtful
accounts of $110,087 and $84,103 at June 30, 2002
and December 31, 2001, respectively 1,925,087 946,635
Interest and other receivables 241,080 406,133
Inventories, net 4,268,655 4,319,539
Prepaid expenses and other 1,749,603 2,642,966
------------ ------------
Total current assets 31,616,131 39,787,170
PROPERTY AND EQUIPMENT, net 6,926,553 7,003,465
OTHER ASSETS, net 7,875,993 7,383,169
------------ ------------
Total assets $ 46,418,677 $ 54,173,804
============ ============
The accompanying notes are an integral part of these balance sheets.
2
PARKERVISION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30,
2002 December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 2001
------------------------------------ ------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 1,128,440 $ 938,488
Accrued expenses:
Salaries and wages 673,319 1,184,780
Warranty reserves 241,980 212,107
Other accrued expenses 322,509 274,739
Deferred revenue 863,191 985,612
------------ ------------
Total current liabilities 3,229,439 3,595,726
DEFERRED INCOME TAXES 30,748 30,748
COMMITMENTS AND CONTINGENCIES
(Notes 5, 7 and 8)
------------ ------------
Total liabilities 3,260,187 3,626,474
------------ ------------
SHAREHOLDERS' EQUITY:
Convertible preferred stock, $1 par value, 5,000,000
shares authorized, 13,678 and 27,356 shares issued
and outstanding at June 30, 2002 and December 31, 2001,
respectively 13,678 27,356
Common stock, $.01 par value, 100,000,000 shares
authorized, 13,967,529 and 13,913,806 shares
issued and outstanding at June 30, 2002 and
December 31, 2001, respectively 139,675 139,138
Warrants outstanding 16,807,505 16,807,505
Additional paid-in capital 90,311,856 89,804,504
Accumulated other comprehensive income 192,802 151,359
Accumulated deficit (64,307,026) (56,382,532)
------------ ------------
Total shareholders' equity 43,158,490 50,547,330
------------ ------------
Total liabilities and shareholders' equity $ 46,418,677 $ 54,173,804
============ ============
The accompanying notes are an integral part of these balance sheets.
3
PARKERVISION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended June 30, Six months ended June 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Product revenue, net $ 2,788,368 $ 2,467,950 $ 5,510,790 $ 4,211,317
Support and other services revenue, net 235,740 189,865 539,325 433,087
------------ ------------ ------------ ------------
Total net revenues 3,024,108 2,657,815 6,050,115 4,644,404
------------ ------------ ------------ ------------
Cost of goods sold - products 1,606,119 1,519,141 3,049,154 2,437,188
Cost of goods sold - support and other services 288,100 258,481 597,598 498,677
------------ ------------ ------------ ------------
Total cost of goods sold 1,894,219 1,777,622 3,646,752 2,935,865
------------ ------------ ------------ ------------
Gross margin 1,129,889 880,193 2,403,363 1,708,539
------------ ------------ ------------ ------------
Research and development expenses 3,205,177 3,081,334 6,654,633 6,240,006
Marketing and selling expenses 1,109,159 1,151,129 1,821,455 2,054,283
General and administrative expenses 1,243,573 1,408,024 2,285,246 2,385,284
Loss on disposal of property and equipment 44,821 2,024 52,091 2,024
------------ ------------ ------------ ------------
Total operating expenses 5,602,730 5,642,511 10,813,425 10,681,597
------------ ------------ ------------ ------------
Loss from operations (4,472,841) (4,762,318) (8,410,062) (8,973,058)
Interest and other income 203,268 442,404 485,568 932,745
------------ ------------ ------------ ------------
Net loss $ (4,269,573) $ (4,319,914) $ (7,924,494) $ (8,040,313)
============ ============ ============ ============
Basic and diluted net loss per common share $ (0.31) $ (0.31) $ (0.57) $ (0.59)
============ ============ ============ ============
The accompanying notes are an integral part of these balance sheets.
4
PARKERVISION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,269,573) $ (4,319,914) $ (7,924,494) $ (8,040,313)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 723,846 677,315 1,434,287 1,341,575
Amortization of discounts on investments 56,136 0 126,135 0
Provision for obsolete inventories 75,000 30,000 150,000 60,000
Stock compensation 290,816 656,583 693,759 1,112,028
Gain on sale of investments (1,461) 0 (14,249) 0
Loss on disposal of property and equipment 44,821 0 52,091 0
Changes in operating assets and liabilities:
Accounts receivable, net (48,128) (288,152) (978,452) 866,056
Inventories 332,678 293,267 (390,590) (624,808)
Prepaid and other assets 581,730 531,716 312,451 575,782
Accounts payable and accrued expenses (815,526) 601,435 (243,866) 34,215
Deferred revenue 224,163 222,732 (122,421) (83,749)
------------ ------------ ------------ ------------
Total adjustments 1,464,075 2,724,896 1,019,145 3,281,099
------------ ------------ ------------ ------------
Net cash used in operating activities (2,805,498) (1,595,018) (6,905,349) (4,759,214)
------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments available for sale (6,474,508) 0 (7,809,671) 0
Proceeds from sale and maturity of investments 13,893,048 4,000,000 17,659,822 4,000,000
Proceeds from sale of property and equipment 0 0 7,200 0
Purchase of property and equipment (548,030) (479,952) (676,736) (711,094)
Payment for patent costs (471,681) (728,640) (778,088) (1,145,078)
------------ ------------ ------------ ------------
Net cash provided by investing activities 6,398,829 2,791,408 8,402,527 2,143,828
------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 0 2,500,000
Proceeds from exercise of options and warrants 383,225 1,496,795 383,225 3,310,108
------------ ------------ ------------ ------------
Net cash provided by financing activities 383,225 1,496,795 383,225 5,810,108
------------ ------------ ------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,976,556 2,693,185 1,880,403 3,194,722
CASH AND CASH EQUIVALENTS, beginning of period 2,467,382 31,873,441 4,563,535 31,371,904
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 6,443,938 $ 34,566,626 $ 6,443,938 $ 34,566,626
============ ============ ============ ============
The accompanying notes are an integral part of these 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 six
month periods ended June 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002.
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, 2001. 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, 2001.
COMPREHENSIVE INCOME. The Company's other comprehensive income is comprised
of net unrealized gains (losses) 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 June 30, 2002 and 2001 was $275,152 and $13,760,
respectively. The Company's total comprehensive loss for the three-month
periods ended June 30, 2002 and 2001 was $(3,994,421) and $(4,306,154),
respectively. The Company's other comprehensive income for the six-month
periods ended June 30, 2002 and 2001 was $41,443 and $96,640, respectively.
The Company's total comprehensive loss for the six-month periods ended June
30, 2002 and 2001 was $(7,883,051) and $(7,943,673), respectively.
STATEMENTS OF CASH FLOWS. The Company paid no cash for income taxes or
interest for the three or six month periods ended June 30, 2002 and 2001.
In June 2002 the Company capitalized inventory used in the business in the
amount of $291,474, to property and equipment.
RECLASSIFICATIONS. Certain reclassifications have been made to the 2001
financial statements in order to conform to the 2002 presentation.
2. LOSS PER SHARE
--------------
Basic loss per share is determined based on the weighted average number of
common shares outstanding during each period. Diluted 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 June 30, 2002 and 2001 is 13,955,667 and 13,796,143, respectively.
The weighted average number of common shares outstanding for the six-month
periods ended June 30, 2002 and 2001 is 13,925,183 and 13,685,769,
respectively. The total number of options and warrants to purchase
6,234,899 and
6
6,029,665 shares of common stock that were outstanding at June 30, 2002 and
2001, respectively, were excluded from the computation of diluted earnings
per share as the effect of these options and warrants would have been
anti-dilutive.
3. INVENTORIES:
-----------
Inventories consist of the following:
June 30, December 31,
2002 2001
------------ ------------
Purchased materials $ 2,752,854 $ 2,726,813
Work in process 175,800 169,248
Finished goods 678,823 887,081
Spare parts and demonstration inventory 1,197,408 1,515,967
------------ ------------
4,804,885 5,299,109
Less allowance for inventory obsolescence (536,230) (979,570)
------------ ------------
$ 4,268,655 $ 4,319,539
============ ============
Obsolete inventory that was specifically identified and included in the
allowance for inventory obsolescence was removed from inventory and the
respective allowance for inventory obsolescence as of June 30, 2002.
4. OTHER ASSETS:
------------
Other assets consist of the following:
June 30, December 31,
2002 2001
------------ ------------
Patents and copyrights $ 8,833,738 $ 8,055,651
Prepaid licensing fees 400,000 0
Other intangible assets 364,830 364,830
Deposits and other 214,809 208,128
Prepaid compensation 0 243,488
Noncompete agreement 0 31,250
------------ ------------
9,813,377 8,903,347
Less accumulated amortization (1,937,384) (1,520,178)
------------ ------------
$ 7,875,993 $ 7,383,169
============ ============
5. CONCENTRATIONS OF CREDIT RISK
-----------------------------
For the quarter ended June 30, 2002, two broadcast customers, LIN
Television Corporation and one other customer accounted for an aggregate of
approximately 36% of the Company's total revenues. For the quarter ended
June 30, 2001, one reseller accounted for approximately 15% of the
Company's total revenues. For the six months ended June 30, 2002, two
broadcast customers, McGraw-Hill Broadcasting Company, Inc. and LIN
Television Corporation accounted for an aggregate of approximately 45% of
the Company's total revenues. For the six months ended June 30, 2001, one
reseller accounted for approximately 10% of the Company's total revenues.
LIN Television Corporation, McGraw-Hill Broadcasting Company Inc. and one
other broadcast customer accounted for approximately 55% of accounts
receivable at June 30, 2002. VTEL and one other reseller accounted for
approximately 35% of accounts receivable at June 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 Six months ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
NET SALES:
Video Division $ 3,024 $ 2,658 $ 6,050 $ 4,644
Wireless Division 0 0 0 0
---------- ---------- ---------- ----------
Total net sales $ 3,024 $ 2,658 $ 6,050 $ 4,644
========== ========== ========== ==========
LOSS FROM OPERATIONS:
Video Division $ (816) $ (805) $ (991) $ (1,247)
Wireless Division (3,657) (3,957) (7,419) (7,726)
---------- ---------- ---------- ----------
Total loss from operations $ (4,473) $ (4,762) $ (8,410) $ (8,973)
========== ========== ========== ==========
DEPRECIATION:
Video Division $ 131 $ 136 $ 267 $ 272
Wireless Division 362 342 719 681
---------- ---------- ---------- ----------
Total depreciation $ 493 $ 478 $ 986 $ 953
========== ========== ========== ==========
AMORTIZATION OF IDENTIFIABLE
INTANGIBLES AND OTHER ASSETS:
Video Division $ 32 $ 23 $ 61 $ 42
Wireless Division 199 176 387 347
---------- ---------- ---------- ----------
Total amortization $ 231 $ 199 $ 448 $ 389
========== ========== ========== ==========
CAPITAL EXPENDITURES:
Video Division $ 183 $ 103 $ 236 $ 178
Wireless Division 365 363 435 519
Corporate 0 14 6 14
---------- ---------- ---------- ----------
Total capital expenditures $ 548 $ 480 $ 677 $ 711
========== ========== ========== ==========
June 30, December 31,
2002 2001
---------- ----------
ASSETS:
Video Division $ 7,905 $ 6,843
Wireless Division 13,869 14,229
Corporate 24,645 33,102
---------- ----------
Total assets $ 46,419 $ 54,174
========== ==========
8
Corporate assets consist of the following:
June 30, December 31,
2002 2001
---------- ----------
Cash and investments $ 23,432 $ 31,466
Interest and other receivables 224 366
Prepaid expenses 351 599
Property and equipment, net 478 544
Other assets 160 127
---------- ----------
Total assets $ 24,645 $ 33,102
========== ==========
7. STOCK OPTIONS
--------------
For the six month period ended June 30, 2002 the Company granted stock
options under the 1993 Stock Plan (the "1993 Plan") to purchase an
aggregate of 28,000 shares of its common stock at exercise prices ranging
from $19.65 to $23.55 per share in connection with hiring and retention of
employees. These options vest ratably over three to five years and expire
five years from the date they become vested.
The Company also granted stock options under the 2000 Performance Equity
Plan (the "2000 Plan") to purchase an aggregate of 250,000 shares of its
common stock at an exercise price of $20.92 per share in connection with
retention of employees. These options vest ratably over five years and
expire five years from the date they become vested.
As of June 30, 2002 options to purchase 3,078,040 and 438,987 shares of
common stock were available for future grants under the 2000 and 1993
Plans, 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 par value, $25 stated value, for the
acquisition of substantially all of the assets of Signal Technologies,
Inc., ("STI") as well as signing bonuses and compensation under employment
contracts for certain former employees of STI.
In March 2001, the Series A and D preferred shares were converted into
approximately 86,000 shares of common stock. In March 2002, the Series B
shares were converted into approximately 16,600 shares of common stock. The
Series C Preferred Stock will automatically convert to common stock on
March 10, 2003.
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 speaks 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,
- --------------------------------------------------------------------------------
2002 and 2001
- -------------
Revenues
- --------
Revenues for the three months ended June 30, 2002 increased by $366,293 as
compared to the same period in 2001 and revenues for the six month period ended
June 30, 2002 increased by $1,405,711. This increase in revenues is primarily
due to an increase in PVTV(TM) revenue offset somewhat by a decrease in camera
revenue. The number of camera and PVTV(TM) systems sold and the average selling
price per system for the three and six month periods are as follows:
Average Selling
Number of Systems Sold Price per System
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
PVTV(TM) SYSTEMS
Three month period 5 2 $334,000 $183,000
Six month period 10 4 $388,000 $198,000
CAMERA SYSTEMS
Three month period 147 282 $ 7,600 $ 7,600
Six month period 226 449 $ 7,200 $ 7,700
The increase in PVTV(TM) revenue is due to an increased number of systems sold
as well as an increase in the average selling price of the system. The increase
in the average selling price per PVTV(TM) is largely due to the sale of dual
systems to customers in larger broadcast markets.
10
The decrease in camera revenue is primarily due to declining unit sales. The
Company announced the elimination of its single chip camera product line in the
first quarter of 2002 due to supply issues, declining demand and the Company's
product development and marketing focus on its PVTV(TM) broadcast systems.
Support revenue for the three-month period ended June 30, 2002 increased $45,875
from the same period in 2001 and by $106,238 on a year to date basis. This
increase is due to revenues from training and support for PVTV(TM) systems sold
as well as additional recurring support contracts, as the Company's installed
base increases.
Gross Margin
- ------------
For the three-month periods ended June 30, 2002 and 2001, gross margins based on
aggregate revenues, as a percentage of sales were 37.4% and 33.1%, respectively.
For the six month periods ended June 30, 2002 and 2001, gross margins as a
percentage of sales were 39.7% and 36.8%, respectively. The increases in margins
are primarily due to the mix of products sold, offset somewhat by increases in
inventory reserves for obsolescence.
Research and Development Expenses
- ---------------------------------
The Company's research and development expenses for the three and six month
periods ended June 30, 2002 increased $123,843 and $414,627 as compared to the
same periods in 2001. The increase on a quarterly basis is primarily due to
increased personnel costs in the wireless division. The year to date increase is
the result of increased wireless prototype chip development expenses, as well as
an increase in personnel costs and overhead due to the expansion of the Orlando
wireless facility.
Marketing and Selling Expenses
- ------------------------------
Marketing and selling expenses decreased $41,970 and $232,828 for the three and
six month periods ended June 30, 2002 as compared to the same period in 2001.
These decreases are primarily due to staffing reductions in the wireless
division offset somewhat by increased sales commissions and travel expenses
related to the video division.
General and Administrative Expenses
- -----------------------------------
For the three and six month period ended June 30, 2002, general and
administrative expenses decreased $164,451 and $100,038 over the same periods in
2001. These decreases are largely due to the reduction of legal fees offset
somewhat by personnel additions, increased insurance premiums and increased
allowance for doubtful accounts.
Interest and Other Income
- -------------------------
Interest and other income consist of interest earned on the Company's
investments, as well as net gains on the sale of investments. Interest and other
income for the three and six month period ended June 30, 2002 decreased $239,136
and $447,177 from the same periods in 2001. This decrease is the result of
declining interest rates and continued use of cash and investments to fund
operations.
Loss and Loss per Share
- -----------------------
The Company's net loss decreased by $50,341 or less than one cent per common
share from the three-month period ended June 30, 2002 to the same period in
2001. This decrease is largely due to the increased revenues and decreases in
general and administrative expenses, offset somewhat by increases in research
and development expenses and decreased interest income. On a year to date basis,
the Company's net loss decreased by $115,819 or $0.02 per common share. This
decrease is due to increased revenues from the video division offset by
increased expenses in wireless research and development and decreased interest
income.
11
Backlog
- -------
The Company had camera backlog of approximately $200,000 at June 30, 2002.
Camera backlog consists of orders received, which generally have a specified
delivery schedule within six weeks of receipt. In addition, the Company
currently has a backlog of PVTV(TM) system sales and services of approximately
$2,900,000 representing PVTV(TM) customer purchase commitments with delivery
dates through early 2003.
Liquidity and Capital Resources
- -------------------------------
At June 30, 2002, the Company had working capital of $28.4 million, a decrease
of $7.8 million from $36.2 million at December 31, 2001. This decrease is
primarily due to the use of cash to fund operations. The Company's future
business plans call for continued increases in research, development and
marketing costs related to its wireless technology. The Company intends to
utilize its working capital to fund these increases. Based on its current
estimates, the Company believes it has sufficient capital to fund its business
plans for the next twelve months. The Company's principal source of liquidity at
June 30, 2002 consisted of $23.4 million in cash and short-term investments.
Until the Company generates sufficient revenues from system and other sales, it
will be required to continue to utilize its cash and investments to cover the
continuing expense of product development, marketing, and general
administration.
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 sale Title of Number other discounts to market price registration terms of exercise or
security sold afforded to purchasers claimed conversion
- -------------------------------------------------------------------------------------------------------------------
4/02 -6/02 Options to 278,000 Option granted - no 4(2) Expire five years from
purchase consideration received by date vested, options
common stock Company until exercise vest ratably over three
granted to to five years at
employees exercise prices ranging
from $19.65 to $23.55
per share
12
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 13, 2002. The shareholders elected
Messrs. Jeffrey Parker, Todd Parker, Richard Sisisky, David Sorrells, William
Hightower, Richard Kashnow, William Sammons, Oscar Schafer, and Robert Sterne
and Ms. Amy Newmark and Stacie Wilf as directors. The following is a tabulation
of votes cast for and against and abstentions for each item submitted for
approval:
Votes Cast
------------------------
Name For Against Abstentions
--------------------------------------------------------------------
Jeffrey Parker 13,601,477 0 20,399
Richard Sisisky 13,601,477 0 20,399
David Sorrells 13,601,477 0 20,399
Stacie Wilf 13,601,477 0 20,399
William Hightower 13,601,477 0 20,399
Richard Kashnow 13,601,477 0 20,399
Amy Newmark 13,601,477 0 20,399
Todd Parker 13,601,477 0 20,399
William Sammons 13,601,477 0 20,399
Oscar Schafer 13,601,477 0 20,399
Robert Sterne 13,601,477 0 20,399
ITEM 5. OTHER INFORMATION. Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Not applicable.
13
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
August 13, 2002 By: /s/ Jeffrey L. Parker
---------------------
Jeffrey L. Parker
Chairman and Chief Executive Officer
August 13, 2002 By: /s/ Cynthia L. Poehlman
-----------------------
Cynthia L. Poehlman
Chief Accounting Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ParkerVision, Inc. (the "Company") on
Form 10-Q for the period ended June 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of
the Company.
August 13, 2002 By: /s/ Jeffrey L. Parker
---------------------
Jeffrey L. Parker
Chairman and Chief Executive Officer
August 13, 2002 By: /s/ Cynthia L. Poehlman
-----------------------
Cynthia L. Poehlman
Chief Accounting Officer
14