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): May 15, 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 May 15, 2023, ParkerVision, Inc. (the “Company”) issued a press release which reported financial and operating results for the three months ended March 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: May 15, 2023 | |
|---|---|
| PARKERVISION, INC. | |
| By /s/ Cynthia French | |
| Cynthia French | |
| Chief Financial Officer |
ex_492344.htm
Exhibit 99.1
ParkerVision Reports Profitable First Quarter 2023
JACKSONVILLE , Fla., May 15, 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 months ended March 31, 2023.
First Quarter 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 $13.1 million in the first quarter of 2023. |
|---|---|
| ● | To date, the Company has resolved patent infringement actions filed in the Western District of Texas against Buffalo, Zyxel, Hisense and, most recently, Intel. |
| --- | --- |
| ● | On May 4, 2023, the Company entered into a letter agreement with its litigation funder, receiving $5 million in new funding under its contingent payment agreement. The new funds will be used for working capital purposes. |
| --- | --- |
| ● | The Company continues to await its hearing date in the appeal of the Qualcomm case from the Middle District of Florida. |
| --- | --- |
Jeffrey Parker, Chairman and Chief Executive Officer, commented, “Our profitable financial results this quarter indicate the significant impact of receiving licensing compensation for the unauthorized use of our technologies by others. We plan to continue to aggressively pursue licenses for our innovations both in and out of court. The patents that are the subject of our enforcement actions represent innovations that we have invested hundreds of millions of dollars in over the last fifteen years to develop and bring these technologies to market and which we believe have become a mainstay for infringing companies.
Parker continued, "We expect to file additional enforcement actions in the near future as we continue to identify additional unauthorized users of our intellectual property. We anticipate that the $5 million in new funding allows us to continue to pursue enforcement of our patent rights without the need to raise additional equity capital for the foreseeable future."
Financial Results
| ● | ParkerVision reported net income for the first quarter of 2023 of $13.1 million, or $0.16 per common share, compared to a net income of $0.3 million, or $0.00 per common share for the first quarter of 2022. |
|---|---|
| o | The increase in net income is 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. |
| --- | --- |
| ■ | Our operating expenses increased approximately $10.2 million from the first quarter of 2022 to the first quarter of 2023, primarily as a result of recognized contingent legal fees and expenses. |
| --- | --- |
| ● | We realized cash and restricted cash from operations of approximately $13.2 million in the first quarter of 2023 compared to approximately $0.9 million in cash used for operations in the first quarter of 2022. The increase is primarily the result of $13.9 million in restricted cash received from patent license and settlement agreements which was used to repay principal on our contingent payment obligation in May 2023. |
| --- | --- |
| ● | We received approximately $0.8 million in cash from debt and equity financing in January 2023. |
| --- | --- |
| ● | We recently received $5.0 million in new funding under our existing contingent payment arrangements. |
| --- | --- |
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 "will," "plan," "believe," "expect," and "anticipate," 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 Report on Form 10-Q for the quarter ended March 31, 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) | March 31, 2023 | December 31, 2022 | ||||
| Cash and cash equivalents | $ | 135 | $ | 109 | ||
| Restricted cash | 13,925 | - | ||||
| Prepaid expenses and other current assets | 250 | 274 | ||||
| Intangible assets & other noncurrent assets | 1,259 | 1,368 | ||||
| Total assets | 15,569 | 1,751 | ||||
| Current liabilities | 2,895 | 2,257 | ||||
| Contingent payment obligations | 45,448 | 45,797 | ||||
| Convertible notes, net of current portion | 3,663 | 3,913 | ||||
| Other long-term liabilities | 440 | 473 | ||||
| Shareholders’ deficit | (36,877 | ) | (50,689 | ) | ||
| Total liabilities and shareholders’ deficit | $ | 15,569 | $ | 1,751 |
ParkerVision, Inc.
Summary Results of Operations (unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | March 31, | |||||
| 2023 | 2022 | |||||
| Licensing revenue | $ | 25,000 | $ | - | ||
| Cost of sales | (43 | ) | (3 | ) | ||
| Gross margin | 24,957 | (3 | ) | |||
| Selling, general and administrative expenses | 12,085 | 1,933 | ||||
| Total operating expenses | 12,085 | 1,933 | ||||
| Interest expense and other | (106 | ) | (34 | ) | ||
| Change in fair value of contingent payment obligations | 349 | 2,302 | ||||
| Total other income, net | 243 | 2,268 | ||||
| Net income | $ | 13,115 | $ | 332 | ||
| Basic earnings per common share | $ | 0.16 | $ | 0.00 | ||
| Diluted earnings per common share | $ | 0.11 | $ | 0.00 | ||
| Weighted average shares outstanding | ||||||
| Basic | 83,968 | 77,553 | ||||
| Diluted | 121,696 | 106,472 |
ParkerVision, Inc.
Summary of Cash Flows
(unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| (in thousands) | March 31, | ||||
| 2023 | 2022 | ||||
| Net cash provided by (used in) operating activities | $ | 13,154 | $ | (872 | ) |
| Net cash used in investing activities | - | - | |||
| Net cash provided by financing activities | 797 | 40 | |||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 13,951 | (832 | ) | ||
| Cash, cash equivalents and restricted cash - beginning of period | 109 | 1,030 | |||
| Cash, cash equivalents and restricted cash - end of period | $ | 14,060 | $ | 198 |