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): March 21, 2024
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 March 21, 2024, ParkerVision, Inc. (the “Company”) issued a press release which reported financial and operating results for the year ended December 31, 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: March 21, 2024 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
ex_638487.htm
Exhibit 99.1
ParkerVision Reports 2023 Results
JACKSONVILLE , Fla., March 21, 2024 – **** ParkerVision, Inc. (OTCQB: PRKR) (“ParkerVision”), a developer and marketer of technologies and products for wireless applications, today announced results for the year ended December 31, 2023.
Year End 2023 Summary and Recent Developments
| ● | Since 2021, the Company has resolved patent infringement actions filed in the Western District of Texas against four defendants through patent license and settlement agreements, including one agreement reached in 2023 for which the Company received $25 million in gross proceeds. |
|---|---|
| ● | The Company currently has active patent infringement cases in the Western District of Texas against MediaTek, Realtek, Texas Instruments, and NXP Semiconductors, as well as additional cases in the Western District of Texas against TCL and LGE that are currently stayed pending the outcome of the active cases. |
| --- | --- |
| o | A jury trial is scheduled to begin in December 2024 in one of three active MediaTek cases with a jury trial in the first of two active Realtek cases scheduled to follow in January 2025. |
| --- | --- |
| ● | In November 2023, the U.S. Court of Appeals for the Federal Circuit ("CAFC") heard oral arguments in the Company's appeal from certain March 2022 Florida district court rulings dismissing the Company's long standing patent infringement case against Qualcomm. The CAFC's ruling is currently pending. |
| --- | --- |
| ● | Lewis H. Titterton joined the ParkerVision board of directors in June 2023. |
| --- | --- |
Jeffrey Parker, Chairman and Chief Executive Officer, commented, “The patent licensing and settlement proceeds received in 2023 generated $9.5 million in net income with no tax impact due to our ability to use prior net operating loss carryforwards. These proceeds also enabled the repayment of a significant portion of the principal on our secured contingent debt, $5 million in new borrowings at a lower rate of return to continue to support our business, and a restructuring of the prior secured contingent debt agreements. We continue to pursue licensing arrangements with third parties, both with and without enforcement actions."
Mr. Parker continued, “We are preparing for two scheduled patent enforcement jury trials, one in a little over eight months from now against MediaTek and a second one a month later against Realtek. We also expect a ruling from the CAFC in the near future regarding our appeal in one of our cases against Qualcomm where the district court dismissed the case without a jury trial. We remain confident in our ability to demonstrate to a jury of our peers that our patented wireless technologies are being used without our permission and look forward to having our day in court with each of the defendants."
Financial Results
| ● | Net income for 2023 was $9.5 million compared to a net loss of $9.8 million for 2022. Basic and diluted earnings per common share were $0.11 and $0.08 respectively for 2023, compared to basic and diluted loss per common share of $(0.13) in 2022. |
|---|---|
| o | The $19.3 million increase in earnings from 2022 to 2023 is primarily the result of a $24.1 million increase in revenue resulting from our patent enforcement and licensing efforts, a $2.6 million decrease in the loss related to the change in fair value of our contingent payment obligations, offset by a $7.0 million increase in operating expenses. |
| --- | --- |
| ■ | The increase in operating expenses from 2022 to 2023 is the result of a $9.6 million increase in contingent legal fees, offset by a $2.6 million decrease in share-based compensation expense. |
| --- | --- |
| ● | Our long-term liabilities decreased by $8.9 million in 2023 as a result of a $13.9 million repayment on our secured contingent payment obligation, offset by $5.0 million in new borrowings under that secured obligation. We also successfully extended the maturity dates of $1.2 million in convertible debt by at least two years. |
| --- | --- |
| ● | At December 31, 2023, we had $2.6 million in cash and cash equivalents and were able to reduce our accounts payable by 36%. |
| --- | --- |
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 information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that are disclosed in the Company’s SEC reports, including the Form 10-K for the year ended December 31, 2023 . These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
| |
|---|
| Cindy French |
| Chief Financial Officer |
| ParkerVision, Inc |
| cfrench@parkervision.com |
| |
(TABLES FOLLOW)
ParkerVision, Inc.
Balance Sheet Highlights
| December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | ||||
| Cash and cash equivalents | $ | 2,560 | $ | 109 | ||
| Prepaid expenses and other current assets | 95 | 274 | ||||
| Intangible assets, net | 1,055 | 1,359 | ||||
| Other noncurrent assets, net | 313 | 9 | ||||
| Total assets | 4,023 | 1,751 | ||||
| Current liabilities | 2,289 | 2,257 | ||||
| Contingent payment obligations | 37,020 | 45,797 | ||||
| Convertible notes | 3,893 | 3,913 | ||||
| Other long-term liabilities | 340 | 473 | ||||
| Shareholders’ deficit | (39,519 | ) | (50,689 | ) | ||
| Total liabilities and shareholders’ deficit | $ | 4,023 | $ | 1,751 |
ParkerVision, Inc.
Summary Results of Operations
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | December 31, | |||||
| 2023 | 2022 | |||||
| Licensing revenue | $ | 25,000 | $ | 925 | ||
| Cost of sales | (227 | ) | (10 | ) | ||
| Gross margin | 24,773 | 915 | ||||
| Selling, general and administrative expenses | 14,744 | 7,773 | ||||
| Total operating expenses | 14,744 | 7,773 | ||||
| Interest and other income | 58 | 103 | ||||
| Interest expense | (424 | ) | (324 | ) | ||
| Change in fair value of contingent payment obligations | (148 | ) | (2,734 | ) | ||
| Total interest and other | (514 | ) | (2,955 | ) | ||
| Net income (loss) | $ | 9,515 | $ | (9,813 | ) | |
| Basic earnings (loss) per common share | $ | 0.11 | $ | (0.13 | ) | |
| Diluted earnings (loss) per common share | $ | 0.08 | $ | (0.13 | ) | |
| Weighted average shares outstanding - basic | 85,732 | 78,395 | ||||
| Weighted average shares outstanding - diluted | 119,888 | 78,395 |
ParkerVision, Inc.
Summary of Cash Flows
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, | |||||
| 2023 | 2022 | |||||
| Net cash provided by (used in) operating activities | $ | 10,791 | $ | (2,959 | ) | |
| Net cash used in investing activities | (2 | ) | (4 | ) | ||
| Net cash (used in) provided by financing activities | (8,338 | ) | 2,042 | |||
| Net increase (decrease) in cash & cash equivalents | 2,451 | (921 | ) | |||
| Cash & cash equivalents - beginning of year | 109 | 1,030 | ||||
| Cash & cash equivalents - end of year | $ | 2,560 | $ | 109 |