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, 2020
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-22904 | 59-2971472 |
|---|---|---|
| (State<br>or Other Jurisdiction of Incorporation) | (Commission<br>File Number) | (IRS<br>Employer Identification No.) |
| 9446<br>Philips Highway, Jacksonville, Florida | 32256 | |
| --- | --- | |
| (Address<br>of Principal Executive Offices) | (Zip<br>Code) |
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title<br>of Each Class | Trading<br>Symbol | Name of<br>Each Exchange on Which Registered |
|---|---|---|
| Common<br>Stock, $.01 par value | PRKR | OTCQB |
| Common<br>Stock Rights | OTCQB |
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<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12) |
|---|---|
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17<br>CFR 230.425) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br>CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br>CFR 240.13e 4(c)) |
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, 2020, ParkerVision, Inc. (the “Company”) issued a press release which reported financial and operating results for the three and six months ended June 30, 2020. 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<br>No. | Description |
|---|---|
| 99.1 | Press<br>release |
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:<br>August 14, 2020 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia<br>Poehlman | |
| Cynthia Poehlman | |
| Chief Financial Officer |
prkr-20200814xexhibit99_1
ParkerVision Reports Second Quarter 2020 Results
JACKSONVILLE, Fla., August 14, 2020 – ParkerVision, Inc. (OTCQB: PRKR) (“ParkerVision”), a developer and marketer of technologies and products for wireless applications, today announced results for the three and six months ended June 30, 2020.
Second Quarter 2020 Summary and Recent Developments
●
The temporary COVID-19 stay was lifted in the U.S. district court case against Qualcomm and HTC in Orlando, Florida.
o
Trial commencement date rescheduled from December 2020 to May 2021
●
Markman hearing is scheduled for January 2021 in the infringement action against Intel Corporation in Texas.
●
A second infringement action was filed against Intel Corporation in Texas that includes patent claims related to the Company’s transmit technology.
Jeffrey Parker, Chairman and Chief Executive Officer, commented, “Although COVID-19 resulted in some delays in our patent infringement actions, we are pleased that the temporary stay in Orlando has been lifted so that we can continue to prepare our case for trial. We remain enthusiastic based on the strong merits of our case.”
Second Quarter and First Half Financial Results
●
Net loss for the second quarter of 2020 was $3.6 million, or $0.08 per common share, compared to a net loss of $1.6 million, or $0.05 per common share for the second quarter of 2019.
o
The increase in net loss year-over-year is largely due to noncash expense related to changes in the estimated fair value of secured and unsecured payment obligations.
●
Net loss for the first half of 2020 was $11.5 million, or $0.27 per common share, compared to $3.7 million, or $0.12 per common share in 2019.
o
Much of the net loss in 2020 is attributable to noncash items including $3.4 million related to the increase in estimated fair value of secured and unsecured contingent payment obligations and $2.2 million recognized upon modification of existing equity-related agreements.
o
$3.0 million of the net loss for the first half of 2020 is comprised of litigation fees and expenses primarily due to the cost of expert reports and fact discovery activities in the Jacksonville, Florida patent infringement case against Qualcomm and Apple, representing an increase of approximately $1.5 million over litigation fees and expenses for the same period in 2019.
●
We used cash for operations of approximately $3.0 million in 2020 compared to $2.6 million in 2019, and we repaid $1.2 million in debt in 2020 compared to $0.8 million in 2019.
●
We funded much of our operations in 2020 with proceeds from the issuance of common stock, including stock with accompanying contingent payment rights to an allocated portion of net proceeds that we receive from future patent-related actions.
About ParkerVision
ParkerVision, Inc. has designed and developed proprietary radio-frequency (RF) technologies which enable advanced wireless solutions for current and next generation 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 which are disclosed in the Company’s SEC reports, including the Form 10-K for the year ended December 31, 2019 and the Forms 10-Q for the quarters ended March 31 and June 30, 2020. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
| Cindy<br>Poehlman |
|---|
| Chief<br>Financial Officer |
| ParkerVision,<br>Inc |
| 904-732-6100 |
| cpoehlman@parkervision.com |
(TABLES FOLLOW)
ParkerVision, Inc.
Balance Sheet Highlights
| (in<br>thousands) | (unaudited)<br>June 30, 2020 | December<br>31, 2019 | ||
|---|---|---|---|---|
| Cash<br>and cash equivalents | $ | 543 | $ | 57 |
| Prepaid<br>expenses and other current assets | 594 | 622 | ||
| Intangible<br>assets, net | 2,447 | 2,878 | ||
| Other<br>noncurrent assets, net | 88 | 369 | ||
| Total<br>assets | 3,672 | 3,926 | ||
| Current<br>liabilities | 5,706 | 6,138 | ||
| Contingent<br>payment obligations | 32,207 | 26,651 | ||
| Convertible<br>notes | 2,979 | 2,733 | ||
| Other<br>long-term liabilities | 1,114 | 1,501 | ||
| Shareholders’<br>deficit | (38,334) | (33,097) | ||
| Total<br>liabilities and shareholders’ (deficit) equity | $ | 3,672 | $ | 3,926 |
ParkerVision, Inc.
Summary Results of Operations
| Three<br>Months Ended | Six<br>Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (in<br>thousands, except per share amounts) | June<br>30, | June<br>30, | ||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Gross<br>margin | $ | - | $ | - | $ | - | $ | - |
| Research<br>and development expenses | - | - | - | 334 | ||||
| Selling,<br>general and administrative expenses | 2,328 | 1,851 | 7,823 | 4,007 | ||||
| Total<br>operating expenses | 2,328 | 1,851 | 7,823 | 4,341 | ||||
| Interest<br>expense | (115) | (76) | (301) | (138) | ||||
| Change<br>in fair value of contingent payment obligations | (1,142) | 365 | (3,382) | 823 | ||||
| Total<br>interest and other | (1,257) | 289 | (3,683) | 685 | ||||
| Net<br>loss | $ | (3,585) | $ | (1,562) | $ | (11,506) | $ | (3,656) |
| Basic<br>and diluted net loss per common share | $ | (0.08) | $ | (0.05) | $ | (0.27) | $ | (0.12) |
| Weighted<br>average shares outstanding | 45,393 | 30,888 | 41,861 | 30,042 |
ParkerVision, Inc.
Condensed Consolidated Statements of Cash Flows
| Six<br>Months Ended | ||||
|---|---|---|---|---|
| (in<br>thousands) | June<br>30, | |||
| 2020 | 2019 | |||
| Net<br>cash used in operating activities | $ | (2,976) | $ | (2,550) |
| Net<br>cash (used in) provided by investing activities | (3) | 6 | ||
| Net<br>cash provided by financing activities | 3,465 | 1,080 | ||
| Net<br>increase (decrease) in cash & cash equivalents | 486 | (1,464) | ||
| Cash<br>& cash equivalents - beginning of period | 57 | 1,527 | ||
| Cash<br>& cash equivalents - end of period | $ | 543 | $ | 63 |