Gorilla Technology Group Inc 6-K, filed Oct 6, 2022
Gorilla Technology Group Inc. (GRRR)
About this 6-K
Gorilla Technology Group Inc filed this 6-K on October 6, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 001-41448
Gorilla Technology Group Inc.
(Translation of registrant’s name into English)
7F-1, No. 302, Ruey Kuang Road, Neihu
Taipei, Taiwan, R.O.C.
Tel: +886-2-2627-7996
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K
The following document is furnished hereto and incorporated by reference herein:
| Exhibit 99.1. | Press Release dated October 6, 2022. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 6, 2022
| Gorilla Technology Group Inc. | ||
| By: | /s/ Jayesh Chandan | |
| Name: | Jayesh Chandan | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release, dated October 6, 2022. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Gorilla Technology Group Inc. Reports First Half 2022 Financial Results
Taipei, Taiwan and New York, NY – October 6, 2022 – Gorilla Technology Group Inc. (NASDAQ: “GRRR” for ordinary shares and “GRRRW” for warrants) (“Gorilla” or the “Company”), a global leader in edge video analytic artificial intelligence, IoT technologies, and cybersecurity, today reported its unaudited financial results for the half year ended June 30, 2022.
1H22 Highlights:
| § | Strategic pivot to Security Convergence gaining traction, with segment revenue up 63.9% y/y; contributing 49.8% of total group revenue, versus 27.8% in the first half of 2021 |
| § | Pivot away from Video IoT as anticipated, with segment revenue decreased 36.5% y/y as projects are completed |
| § | First half of 2022 gross margin improved 106 basis points (bps) to 33.1% when compared to the first half of 2021, led primarily by higher gross margin of the Video IoT segment driven by greater service sales |
| § | Progress in building world-class management team with appointment of Dr. Rajesh Natarajan as Chief Innovation Officer |
| § | Adjusted EBITDA (non-GAAP financial measure) loss was reduced to $1.2 million from $1.5 million when compared to the same period a year ago |
| § | Net loss of $8.6 million compared to a net loss of $5.8 million from same period a year ago |
Subsequent Events:
| ● | Closed business combination with Global SPAC Partners Co., becoming publicly traded and raising approximately $45 million in gross funding | |
| ● | Appointed Daphne Huang as Chief Financial Officer | |
| ● | Announced retirement of founder, Dr. Spincer Koh | |
| ● | Chairman Jay Chandan appointed as Chief Executive Officer as well as continuing as Chairman of the Board of Directors |
Jay Chandan, Gorilla’s Chairman and CEO, commented, “We are excited to update our investors in this first earnings report as a public company. As a leader in Edge computing—which sits at the intersection of AI, IoT, and Big Data—with significant exposure to the rapid growth of Smart Cities, we believe our Nasdaq listing improves our ability to attract the attention of customers and investors alike and provide us with capital markets access to execute our global expansion strategy more rapidly.”
Mr. Chandan continued, “We are making rapid progress on many fronts. Most importantly, the business combination with Global SPAC Partners Co. brought us significant capital to fund operations as we execute a strategic shift to pursue the larger and higher margin opportunities in Security Convergence. We are using the funding to build a world-class management team, with our recent additions of new Chief Innovation and Chief Financial officers, a head of global human resources, and more to come.”
Commenting on results, Mr. Chandan noted, “We are pleased to see explosive growth in the Security Convergence segment, which is now approximately half of our total revenue. Although we are de-emphasizing Video IoT, within this segment we were able to drive a mix shift to more software, which boosted gross margin substantially, and offset supply chain-related hardware cost pressure in Security Convergence. Operating expenses are under control, growing only slightly versus last year after removing the effect of one-time transaction costs. The net is a modest drawdown of cash when looking at operating cash flows and adjusted EBITDA. Our new business bookings in 2022 remain healthy with approximately $20 million new project wins as of end of August. With substantial momentum building in the Smart Cities offering, we expect to swing to profit in the quarters ahead.”
Looking forward, Mr. Chandan concluded, “Looking toward the year ahead, we have four immediate priorities. First, to build a world-class customer-centric team responsible for commercializing Gorilla’s technologies. Second, to globalize the Company by bringing our technologies to the countries that are leading the world in Smart City adoption. Third, to build a robust sales pipeline that will complement our existing products and services, with a special focus on secure surveillance solutions. Finally, to transform our business away from a cost-plus system integrator model and toward a value-based sales model that is rewarded for long-term customer partnership and retention.”
First Half Results Reflect Strategic Shift to Security Convergence
Unless noted otherwise, all figures are for the six months ended June 30, 2022, and all comparisons are with the corresponding period of 2021.
Revenues declined 8.6% to $13.8 million, compared to $15.1 million in the prior year period. Revenue from both existing and new customers decreased as many projects neared completion in the second half of 2021, leaving a smaller amount of revenue to be recognized in the current period. This revenue decline is a function of the Company’s strategic shift toward security convergence and away from video IoT. The Company expects this strategic shift to enable it to pursue larger projects with healthy gross margins.
Security Convergence segment revenue grew 63.9% to $6.9 million, while a decrease in hardware and software sales in the Video IoT segment led to a 36.5% decrease in segment revenues to $6.9 million.
Gross profit was $4.6 million, compared to $4.8 million a year ago. Gross margin expanded by 106 bps to 33.1% versus 32.1% in the year-ago period, driven primarily by better margins in the Video IoT segment as customers demanded more services and less hardware and software. Video IoT segment gross margin of 36.2% increased by 398 bps versus last year. In contrast, the Security Convergence segment gross margin decreased by 163 bps to 30.0% as supply-chain constraints resulted in higher hardware costs from vendors.
Operating expenses were up 18.1% to $12.4 million, reflecting a sharp 235.2% increase in general and administrative expenses. G&A expense growth was primarily due to $2.2 million of professional expenses incurred for the public listing.
Net loss expanded by 48.2% to $8.6 million, compared with $5.8 million last year. The greater loss was caused primarily by the $2.2 million of transaction costs. However, net cash used in operating activities was approximately $3.8 million, compared to $4.9 million in the prior period. The primary factors affecting operating cash flows between these periods were negatively impacted by increases in accounts receivable and prepayments made to vendors, while benefited from increase in accounts payable and other payables.
Adjusted EBITDA loss was reduced to $1.2 million from $1.5 million a year ago. Please see “Reconciliation of Non-GAAP Financial Measures – Adjusted EBITDA Calculation (Unaudited)”, as it relates to adjusted EBITDA.
Balance Sheet and Cash Flow Review
As of June 30, 2022, cash and cash equivalents were $5.6 million as of June 30, 2022, down $4.4 million when compared to December 31, 2021. Financial assets (restricted cash and time deposits with maturity over three months) as of June 30, 2022, was $6.8 million.
The business combination with Global SPAC Partners Co. that closed in July 2022 added approximately net $32 million of cash (gross funding less transaction expenses) at the business combination closing date, to the balance sheet, which will be reflected in the upcoming reporting period.
Capital expenditures were $2.8 million compared with $2.3 million in the prior-year period.
About Gorilla Technologies Group Inc.
Gorilla, headquartered in Taipei, Taiwan, is a global leader in security intelligence, network intelligence, business intelligence and IoT technology. Gorilla develops a wide range of solutions including Smart Cities, Smart Retail, Enterprise Security, and Smart Media. In addition, Gorilla provides a complete Security Convergence Platform to government institutions, Telecom companies and private enterprises with network surveillance and cyber security.
Gorilla places an emphasis on offering leading technology, expert service, and precise delivery, and ensuring top-of-the-line, intelligent and strong Edge AI solutions that enable clients to improve operational performance and efficiency. With continuous core technology development, Gorilla will deliver Edge AI solutions to managed service providers, distributors, system integrators, and hardware manufacturers.
Gorilla-Technology.com
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Gorilla’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding our Nasdaq listing improving our ability to attract the attention of customers and investors alike, our ability to fund operations as we execute a strategic shift to pursue the larger and higher margin opportunities in Security Convergence, our expectations to swing to profit in the quarters ahead, our immediate priorities, Gorilla’s strategic shift to enable it to pursue larger projects with higher gross margins, along with those other risks described under the heading “Risk Factors” in the prospectus Gorilla filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2022, and those that are included in any of Gorilla’s future filings with the SEC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Gorilla and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Gorilla undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Non-GAAP Measures
Certain of the measures included in this press release are non-GAAP financial measures, including adjusted EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Gorilla are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.
Contacts
Gorilla Technologies Group, Inc.
Peter Wright
+1-617-454-1088
Investor-relations@gorilla-technology.com
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Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Balance Sheets
(Unaudited)
(Expressed in United States dollars)
| Items | June 30, 2022 | December 31, 2021 | ||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 5,550,103 | $ | 9,944,748 | ||||
| Financial assets at amortized cost – current | 6,776,956 | 9,008,499 | ||||||
| Contract assets | 1,237,738 | 1,639,893 | ||||||
| Accounts receivable | 34,799,844 | 34,821,818 | ||||||
| Inventories | 75,189 | 152,227 | ||||||
| Prepayments | 1,171,431 | 231,531 | ||||||
| Other receivables | 1,189,279 | 19,930 | ||||||
| Other current assets | 3,345 | 5,971 | ||||||
| Total current assets | 50,803,885 | 55,824,617 | ||||||
| Non-current assets | ||||||||
| Financial assets at amortized cost-non-current | 56,699 | 50,578 | ||||||
| Property, plant and equipment | 31,837,514 | 34,395,070 | ||||||
| Right-of-use assets | 89,149 | 123,375 | ||||||
| Intangible assets | 2,323,576 | 3,419,469 | ||||||
| Deferred income tax assets | 74,784 | 410,203 | ||||||
| Other non-current assets | 639,999 | 707,391 | ||||||
| Total non-current assets | 35,021,721 | 39,106,086 | ||||||
| Total Assets | $ | 85,825,606 | $ | 94,930,703 | ||||
| Liabilities and Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | 22,354,524 | $ | 22,968,092 | ||||
| Contract liabilities | 18,808 | 20,194 | ||||||
| Notes payable | 623 | 668 | ||||||
| Accounts payable | 9,214,551 | 8,060,501 | ||||||
| Other payables | 5,269,927 | 4,532,628 | ||||||
| Provisions – current | 119,370 | 152,778 | ||||||
| Lease liabilities – current | 49,602 | 54,588 | ||||||
| Long-term borrowings, current portion | 1,833,732 | 2,077,634 | ||||||
| Other current liabilities, others | 94,485 | 129,356 | ||||||
| Total current liabilities | 38,955,622 | 37,996,439 | ||||||
| Non-current liabilities | ||||||||
| Long-term borrowings | 10,037,944 | 10,751,630 | ||||||
| Provisions - non-current | 79,934 | 105,542 | ||||||
| Deferred income tax liabilities | 109,614 | 78,402 | ||||||
| Lease liabilities - non-current | 40,433 | 69,587 | ||||||
| Total non-current liabilities | 10,267,925 | 11,005,161 | ||||||
| Total liabilities | 49,223,547 | 49,001,600 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | ||||||||
| Ordinary share | 6,197,100 | 6,191,100 | ||||||
| Preferred share | 5,813,247 | 5,844,892 | ||||||
| Advance receipts for share capital | - | 33,720 | ||||||
| Capital surplus | ||||||||
| Capital surplus | 41,514,796 | 41,301,738 | ||||||
| Retained earnings | ||||||||
| Accumulated deficits | (18,090,605 | ) | (9,454,565 | ) | ||||
| Other equity interest | ||||||||
| Financial statements translation differences of foreign operations | 1,167,521 | 2,042,218 | ||||||
| Treasury shares | - | (30,000 | ) | |||||
| Equity attributable to owners of the parent | ||||||||
| Total equity | 36,602,059 | 45,929,103 | ||||||
| Total liabilities and equity | $ | 85,825,606 | $ | 94,930,703 | ||||
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Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Statements of Comprehensive Loss
(Unaudited)
(Expressed in United States dollars)
| Items | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | ||||||
| Revenue | $ | 13,800,930 | $ | 15,100,718 | ||||
| Cost of revenue | (9,226,561 | ) | (10,256,101 | ) | ||||
| Gross profit | 4,574,369 | 4,844,617 | ||||||
| Operating expenses | ||||||||
| Selling expenses | (1,980,709 | ) | (2,193,321 | ) | ||||
| General and administrative expenses | (1,143,756 | ) | (982,828 | ) | ||||
| Transaction costs (one time) | (2,151,856 | ) | - | |||||
| Research and development expenses | (7,766,833 | ) | (7,253,697 | ) | ||||
| Other income | 11,037 | 27,326 | ||||||
| Other gains (losses) – net | 629,929 | (102,357 | ) | |||||
| Total operating expenses | (12,402,188 | ) | (10,504,877 | ) | ||||
| Operating loss | (7,827,819 | ) | (5,660,260 | ) | ||||
| Non-operating income and expenses | ||||||||
| Interest income | 11,957 | 22,329 | ||||||
| Finance costs | (464,048 | ) | (250,526 | ) | ||||
| Total non-operating income and expenses | (452,091 | ) | (228,197 | ) | ||||
| Loss before income tax | (8,279,910 | ) | (5,888,457 | ) | ||||
| Income tax (expense) benefit | (356,130 | ) | 60,869 | |||||
| Loss for the period | $ | (8,636,040 | ) | $ | (5,827,588 | ) | ||
| Other comprehensive (loss) income | ||||||||
| Components of other comprehensive (loss) income that may be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | $ | (874,697 | ) | $ | 188,520 | |||
| Other comprehensive (loss) income for the period, net of tax | $ | (874,697 | ) | $ | 188,520 | |||
| Total comprehensive loss for the period | $ | (9,510,737 | ) | $ | (5,639,068 | ) | ||
| Loss per share | ||||||||
| Basic loss per share | $ | (0.29 | ) | $ | (0.20 | ) | ||
| Diluted loss per share | $ | (0.29 | ) | $ | (0.20 | ) | ||
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Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures – Adjusted EBITDA Calculation
(Unaudited)
(Expressed in United States dollars)
| Items | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | ||||||
| Adjusted EBITDA1 | ||||||||
| Loss for the period | $ | (8,636,040 | ) | $ | (5,827,588 | ) | ||
| Depreciation Expense | 3,420,393 | 2,958,335 | ||||||
| Amortization Expense | 1,030,193 | 1,198,619 | ||||||
| Income Tax | 356,130 | (60,869 | ) | |||||
| Interest and Finance Costs | 452,091 | 228,197 | ||||||
| Transaction Costs (one time) | 2,151,856 | 0 | ||||||
| Adjusted EBITDA | $ | (1,225,377 | ) | $ | (1,503,306 | ) | ||
| 1 | This is a non-GAAP financial measurement. |
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Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)
| Items | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Loss before tax | $ | (8,279,910 | ) | $ | (5,888,457 | ) | ||
| Adjustments | ||||||||
| Adjustments to reconcile profit (loss) | ||||||||
| Depreciation expenses | 3,420,393 | 2,958,335 | ||||||
| Amortization expenses | 1,030,193 | 1,198,619 | ||||||
| Share option expenses | 184,943 | 37,319 | ||||||
| Interest expense | 464,048 | 250,526 | ||||||
| Interest income | (11,957 | ) | (22,329 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Changes in operating assets | ||||||||
| Contract assets | 402,155 | (653,234 | ) | |||||
| Accounts receivable | (1,175,393 | ) | 209,422 | |||||
| Inventories | 77,038 | (146,186 | ) | |||||
| Prepayments | (939,900 | ) | (118,302 | ) | ||||
| Other receivables | (4,010 | ) | 1,648 | |||||
| Other current assets | 2,626 | (2,079 | ) | |||||
| Other non-current assets | 33,359 | (25,368 | ) | |||||
| Changes in operating liabilities | ||||||||
| Contract liabilities | (1,386 | ) | - | |||||
| Notes payable | (45 | ) | (36,503 | ) | ||||
| Accounts payable | 927,603 | (2,047,833 | ) | |||||
| Other payables | 542,481 | (368,380 | ) | |||||
| Provisions | (59,016 | ) | 3,974 | |||||
| Other current liabilities | (34,871 | ) | (5,904 | ) | ||||
| Cash outflow generated from operations | (3,421,649 | ) | (4,654,732 | ) | ||||
| Interest received | 11,957 | 22,329 | ||||||
| Interest paid | (313,902 | ) | (250,248 | ) | ||||
| Tax paid | (360 | ) | - | |||||
| Net cash flows used in operating activities | (3,723,954 | ) | (4,882,651 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Acquisition of property, plant and equipment | (2,815,381 | ) | (2,314,652 | ) | ||||
| Acquisition of intangible assets | (14,252 | ) | (5,540 | ) | ||||
| Investment in financial assets at amortized cost | - | (1,175,021 | ) | |||||
| Disposal of financial assets at amortized cost | 2,225,422 | - | ||||||
| Decrease (increase) in guarantee deposits | 34,033 | (36,292 | ) | |||||
| Net cash flows used in investing activities | (570,178 | ) | (3,531,505 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from short-term borrowings | 867,694 | 701,257 | ||||||
| Exercise of share options | - | 101,800 | ||||||
| Proceeds from long-term borrowings | 1,574,876 | - | ||||||
| Repayments of long-term borrowings | (1,793,622 | ) | (487,167 | ) | ||||
| Principal repayment of lease liabilities | (26,503 | ) | (8,520 | ) | ||||
| Loan to Global SPAC Partners Co. | (1,165,339 | ) | - | |||||
| Payment of transaction costs | (87,419 | ) | - | |||||
| Net cash flows from financing activities | (630,313 | ) | 307,370 | |||||
| Effect of foreign exchange rate changes | 529,800 | 159,920 | ||||||
| Net decrease in cash and cash equivalents | (4,394,645 | ) | (7,946,866 | ) | ||||
| Cash and cash equivalents at beginning of period | 9,944,748 | 12,153,256 | ||||||
| Cash and cash equivalents at end of period | $ | 5,550,103 | $ | 4,206,390 | ||||
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Gorilla Technology Group Inc. and Subsidiaries
Revenue by Customer Type
(Unaudited)
(Expressed in United States dollars)
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |||||||||||||||
| Items | Government | Non-Government | Government | Non-Government | ||||||||||||
| Hardware Sales | ||||||||||||||||
| Video IoT | 464 | 1,007,545 | - | 1,877,325 | ||||||||||||
| Security Convergence | - | 1,540,812 | - | 1,048,028 | ||||||||||||
| Hardware Sales – Total | 464 | 2,548,357 | - | 2,925,353 | ||||||||||||
| Software Sales | ||||||||||||||||
| Video IoT | 24,402 | 1,962,839 | - | 6,389,615 | ||||||||||||
| Security Convergence | - | 3,063,250 | - | 1,258,930 | ||||||||||||
| Software Sales – Total | 24,402 | 5,026,089 | - | 7,648,545 | ||||||||||||
| Service Revenue | ||||||||||||||||
| Video IoT | 2,126,322 | 1,804,438 | 1,930,553 | 709,216 | ||||||||||||
| Security Convergence | 2,143,845 | 127,013 | 1,308,669 | 578,382 | ||||||||||||
| Services Revenue – Total | 4,270,167 | 1,931,451 | 3,239,222 | 1,287,598 | ||||||||||||
| Total Sales | $ | 4,295,033 | $ | 9,505,897 | $ | 3,239,222 | $ | 11,861,496 | ||||||||
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Gorilla Technology Group Inc. and Subsidiaries
Revenue by Geography
(Unaudited)
(Expressed in United States dollars)
| Items | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | ||||||
| Region | ||||||||
| Asia | $ | 13,797,420 | $ | 15,097,208 | ||||
| Americas | $ | 3,510 | $ | 3,510 | ||||
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