8-K
PARKERVISION INC (PRKR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2023
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-22904 | 59-2971472 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida | 32207 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 14, 2023, ParkerVision, Inc. (the “Company”) issued a press release which reported financial and operating results for the three and six months ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| Dated: August 14, 2023 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
ex_527760.htm
Exhibit 99.1
ParkerVision Reports Profitable First Half of 2023
JACKSONVILLE , Fla., August 14, 2023 – **** ParkerVision, Inc. (OTCQB: PRKR) (“ParkerVision” or the "Company"), a developer and marketer of technologies and products for wireless applications, today announced results for the three and six months ended June 30, 2023.
First Half 2023 Summary and Recent Developments
| ● | The Company recognized $25 million in revenue from patent license and settlement agreements and, after recognizing contingent legal fees and expenses, reported net income of $14.5 million in the first half of 2023. |
|---|---|
| ● | The Company recently filed patent infringement cases in the Western District of Texas against Texas Instruments and NXP Semiconductors and additional cases against Taiwanese chip companies MediaTek and Realtek. |
| --- | --- |
| ● | During the second quarter of 2023, the Company received $5 million in new funding under its contingent payment agreement. |
| --- | --- |
| ● | The Company continues to await its hearing date in the appeal of its patent infringement case against Qualcomm in the Middle District of Florida. |
| --- | --- |
Jeffrey Parker, Chairman and Chief Executive Officer, commented, “ParkerVision currently has a dozen open cases in U.S. Federal Courts against eight companies to enforce our patent rights for the unauthorized use of our wireless technologies. We strongly believe the innovations covered by ParkerVision's patents have enabled more competitive and compelling wireless products, and we encourage those who have benefited from incorporating our technology into their products to obtain authorization to use our protected intellectual property through a license. As we learn of additional infringement, we expect to continue to expand the enforcement of our patent rights."
Mr. Parker continued, “ParkerVision has invested hundreds of millions of dollars in R&D and marketing in its patented RF receiver and transmitter technologies to enable ultra-small semiconductor chips that deliver high-performance RF wireless communications for mobile telephone standards such as 3G, 4G, and 5G, Wi-Fi® communications, Bluetooth®, satellite communications and other wireless applications.”
Financial Results
| ● | ParkerVision reported net income for the second quarter of 2023 of $1.4 million, or $0.02 per common share, compared to a net loss of ($4.4) million, or ($0.06) per common share for the second quarter of 2022. The increase in net income is largely a result of a decrease in the estimated fair value of contingent payment obligations. |
|---|---|
| ● | ParkerVision reported net income for the first half of 2023 of $14.5 million, or $0.17 per common share, compared to a net loss of ($4.1) million, or $ (0.05) per common share for the second half of 2022. The increase in net income is primarily the result of $25 million in revenue recognized on a patent license and settlement agreement reached in February 2023, offset by contingent legal fees and expenses incurred related to the agreement. |
| --- | --- |
| ● | During the first half of 2023, the Company repaid $13.9 million of its secured contingent payment obligation with proceeds received from patent license and settlement agreements and received $5.0 million in new contingent borrowings. |
| --- | --- |
| ● | The Company had $4.2 million in cash and cash equivalents as of June 30, 2023. |
| --- | --- |
About ParkerVision
ParkerVision, Inc. invents, develops and licenses cutting-edge, proprietary radio-frequency (RF) technologies that enable wireless solution providers to make and sell advanced wireless communication products. ParkerVision is engaged in a number of patent enforcement actions in the U.S. to protect patented rights that it believes are broadly infringed by others. For more information, please visit www.parkervision.com. (PRKR-I)
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. The words "believe," and "expect," and similar expressions are intended to identify these forward-looking statements. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company's forward-looking statements.
Forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and disclosures in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, filed with the Securities and Exchange Commission. Although the Company may elect to do so at some point in the future, the Company does not assume any obligation to update any forward-looking statement and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
| |
|---|
| Cindy French |
| Chief Financial Officer |
| ParkerVision, Inc |
| cfrench@parkervision.com |
| |
(TABLES FOLLOW)
ParkerVision, Inc.
Balance Sheet Highlights
| (unaudited) | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | June 30, 2023 | December 31, 2022 | ||||
| Cash and cash equivalents | $ | 4,200 | $ | 109 | ||
| Prepaid expenses and other current assets | 133 | 274 | ||||
| Intangible assets & other noncurrent assets | 1,197 | 1,368 | ||||
| Total assets | 5,530 | 1,751 | ||||
| Current liabilities | 3,114 | 2,257 | ||||
| Contingent payment obligations | 33,795 | 45,797 | ||||
| Convertible notes, net of current portion | 3,418 | 3,913 | ||||
| Other long-term liabilities | 407 | 473 | ||||
| Shareholders’ deficit | (35,204 | ) | (50,689 | ) | ||
| Total liabilities and shareholders’ deficit | $ | 5,530 | $ | 1,751 |
ParkerVision, Inc.
Summary Results of Operations (unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | June 30, | June 30, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Licensing revenue | $ | - | $ | - | $ | 25,000 | $ | - | ||||
| Cost of sales | (63 | ) | (3 | ) | (106 | ) | (6 | ) | ||||
| Gross margin | (63 | ) | (3 | ) | 24,894 | (6 | ) | |||||
| Selling, general and administrative expenses | 1,125 | 1,652 | 13,210 | 3,585 | ||||||||
| Total operating expenses | 1,125 | 1,652 | 13,210 | 3,585 | ||||||||
| Interest expense and other | (107 | ) | (44 | ) | (213 | ) | (78 | ) | ||||
| Change in fair value of contingent payment obligations | 2,728 | (2,699 | ) | 3,077 | (397 | ) | ||||||
| Total other income (expense), net | 2,621 | (2,743 | ) | 2,864 | (475 | ) | ||||||
| Net income (loss) | $ | 1,433 | $ | (4,398 | ) | $ | 14,548 | $ | (4,066 | ) | ||
| Basic earnings per common share | $ | 0.02 | $ | (0.06 | ) | $ | 0.17 | $ | (0.05 | ) | ||
| Diluted earnings per common share | $ | 0.01 | $ | (0.06 | ) | $ | 0.12 | $ | (0.05 | ) | ||
| Weighted average shares outstanding | ||||||||||||
| Basic | 85,263 | 77,970 | 84,570 | 77,763 | ||||||||
| Diluted | 120,061 | 77,970 | 119,700 | 77,763 |
ParkerVision, Inc.
Summary of Cash Flows
(unaudited)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | June 30, | |||||
| 2023 | 2022 | |||||
| Net cash provided by (used in) operating activities | $ | 12,266 | $ | (1,609 | ) | |
| Net cash used in investing activities | (1 | ) | (4 | ) | ||
| Net cash (used in) provided by financing activities | (8,174 | ) | 1,429 | |||
| Net increase (decrease) in cash and cash equivalents | 4,091 | (184 | ) | |||
| Cash and cash equivalents - beginning of period | 109 | 1,030 | ||||
| Cash and cash equivalents - end of period | $ | 4,200 | $ | 846 |