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Form 8-K Guerrilla RF, Inc. For: Aug 12

August 16, 2022 12:04 PM EDT

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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 12, 2022
 
 
GUERRILLA RF, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
000-56238
 
85-3837067
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
1196 Pleasant Ridge Road, Suite 5
Greensboro, NC
 
27409
(Address of principal executive offices)
 
(Zip Code)
 
(336) 510-7840
(Registrants 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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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: None.
 
Indicate by check mark whether the registrant is an emerging growth company 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 12, 2022, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the three- and six-month periods ended June 30, 2022.  The earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The earnings release contains forward-looking statements regarding the Company and includes cautionary language identifying important factors that could cause actual results to differ materially from those anticipated. Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Such materials may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
Exhibit Number
 
Description
99.1
  Earnings Release, dated August 12, 2022, furnished herewith
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.
 
 
GUERRILLA RF, INC.
     
Date: August 16, 2022
By:
/s/ Ryan Pratt
   
Ryan Pratt
   
Chief Executive Officer and Director
 
 

 

Exhibit 99.1

 

ex99-1_001.jpg

 

 

Guerrilla RF Reports Continued Growth in its Second Quarter of 2022, Despite Global Supply Chain Issues

 

GREENSBORO, NCAugust 12, 2022—Guerrilla RF, Inc. (OTCQX: GUER) (the “Company” or “Guerrilla RF”) reported financial results for its second quarter, which ended on June 30, 2022.

 

 

“I am encouraged by the progress we have made, in particular, the design wins that we continue to gain and the new opportunities that we are uncovering in the medium and long term,” said Ryan Pratt, Founder, and CEO.

 

The Company reported total sales of $3.1 million in Q2 2022. This was an 10.4% increase year-over-year from the $2.8 million in the second quarter of 2021 (Q2 2021). Overall, Guerrilla RF achieved a 24.6% increase in revenue year-to-date, with $7.0 million for the first two quarters of 2022 compared to $5.6 million for the prior year period. Although the Company’s primary focus continues to be product sales, there was a year-over-year increase of 72.3% in royalty revenue for the quarter and a 53.8% increase for the six months ending June 30, 2022. The Company reported royalty revenue of $226 thousand in Q2 2022, compared to $131 thousand in Q2 2021.

 

The Company is well positioned to provide products for an evolving automotive market, where more manufacturers are moving to the production of electric vehicles (EVs). These EVs will increasingly rely on the kind of products Guerrilla RF produces. Guerrilla RF continues to make significant investment in research and development, as well as sales and marketing. Guerrilla RF invested almost twice as much in research and development in Q2 2022, compared to Q2 2021. The Company also invested almost twice as much in sales and marketing, $1.2 million in Q2 2022, compared to $649 thousand in Q2 2021. The administration costs increased on a year-over-year comparative basis by $886 thousand, in part as a result of being a public company. Interest expenses saw a sharp year-over-year comparative basis decrease from

$161 thousand to $71 thousand.

 

“Today, we announced a debt funding of $8 million for Guerrilla RF,” Ryan Pratt also said. “This non- dilutive capital allows the Company to continue to execute on its strategic plan.”

 

 

Q2 2022 Highlights:

 

 

Continued investment into both research and development and sales and marketing

 

 

Year-over-year comparative revenue increased by 10.4%, and YTD revenue increased by 24.6%

 

 

Five new products were released in Q2 2022, bringing the total products available to 108

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30,

 
 

2022

 

2021

 

Product shipments

$ 2,860,916   $ 2,665,997  

Royalties

  226,434     131,423  

Total

  3,087,350     2,797,420  

Direct product costs

  1,277,759     1,100,118  

Gross Profit

  1,809,591     1,697,302  

Operating Expenses:

           

Research and development

  2,016,934     1,060,532  

Sales and marketing

  1,169,435     649,071  

General and administrative

  1,263,730     377,641  

Total Operating Expenses

  4,450,099     2,087,244  

Operating Loss

  (2,640,508 )   (389,942 )

Interest expense

  (70,853 )   (160,828 )

Other income (expenses)

  (30,251 )   -  

Total other income (expenses), net

  (101,104 )   (160,828 )

Net loss

$ (2,741,612 ) $ (550,770 )

Net loss per share

$ (0.08 ) $ (0.08 )

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 
   

June 30,

2022

(unaudited)

   

December 31,

2021

 

 

Assets

               

Cash

  $ 1,704,730     $ 5,313,985  

Accounts receivable, net

    2,043,723       1,667,006  

Inventories, net

    1,795,623       1,439,014  

Prepaid expense

    761,103       1,187,418  

Total Current Assets

    6,305,179       9,607,423  

Operating lease right-of-use assets

    247,408       -  

Property, plant, and equipment, net

    4,873,519       1,027,312  

Total Assets

  $ 11,426,106     $ 10,634,735  

Liabilities and Stockholders' Equity

               

Short-term debt

  $ 5,117     $ 5,117  

Operating lease, current portion

    118,826       -  

Finance lease, current portion

    713,158       118,420  

Accounts payable and accrued expenses

    1,920,122       1,186,443  
Loan agreements     1,190,638       -  

Total Current Liabilities

    3,947,861       1,309,980  

Operating lease

    130,151       -  

Finance lease

    2,675,998       264,347  

Notes payable

    144,783       144,783  

Total Liabilities

    6,898,793       1,719,110  

Preferred stock, $.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022, and December 31, 2021

  $ -     $ -  

Common stock, $.0001 par value, 300,000,000 shares authorized, 33,234,894 and 33,222,192 shares issued and outstanding as of June 30, 2022, and December 31, 2021, respectively

    3,323       3,322  

Additional paid-in-capital

    24,178,094       23,958,705  

Accumulated deficit

    (19,654,104 )     (15,046,402 )

Total Stockholders' Equity

    4,527,313       8,915,625  

Total Liabilities and Stockholders' Equity

  $ 11,426,106     $ 10,634,735  

 

About Guerrilla RF, Inc.

 

Founded in 2013 and based in Greensboro, NC, Guerrilla RF develops and manufactures high-performance monolithic microwave integrated circuits (MMICs) for wireless OEMs in multiple market segments – including 5G/4G macro and small cell base stations, cellular repeaters/DAS, automotive telematics such as SDARS/V2X/GPS/DAB, mission-critical military communications, navigation, and high-fidelity wireless audio. Guerrilla RF has an extensive portfolio of over 100 high-performance radio frequency (RF) and microwave semiconductor devices. The existing product line includes ultra-low noise amplifiers, gain blocks, driver amplifiers, mixers, RF switches, and linear PAs (power amplifiers) – the critical building blocks for mission-critical, performance-driven wireless applications. To date, the Company has shipped over 100 million devices and has repeatedly been included in Inc. Magazine's annual Inc. 5000 list. Guerrilla RF recently made the top Inc. 500 list for the second year in a row, coming in at No. 421 and 489 for the 2020 and 2021 rankings, respectively. For more information, please visit https://guerrilla-rf.com/ or follow the Company on Twitter and LinkedIn.

 

 

Forward-Looking Statements

 

This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its management about future events. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company's filings with the SEC available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

 

 

 

Contact:

 

Sam Funchess, VP of Investor Relations [email protected]

+1 336 510 7840

 


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