UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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:
| 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 March 31, 2022, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the three- and twelve-month periods ended December 31, 2021 and December 31, 2020. 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 March 31, 2022, furnished herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: March 31, 2022 | By: | /s/ Ryan Pratt |
| Ryan Pratt | ||
| Chief Executive Officer and Director | ||
2
Exhibit 99.1
Guerrilla RF Announces Record Sales in 2021,
as Product Sales Increase 63 Percent
Company Ends 2021 with Largest Purchase Order Backlog in History,
as the Number of Tier-One and Tier-Two Customers Grows
GREENSBORO, NC—March 31, 2022—Guerrilla RF, Inc. (“Guerrilla RF” or the “Company”), a semiconductor company focused on high performance MMIC’s (monolithic microwave integrated circuits) for the wireless and infrastructure market, announced today financial results for the full year ended December 31, 2021.
The Company reported record total sales of $10.5 million in 2021, an increase of 30 percent as compared to $8.1 million in 2020. Product revenue in 2021 increased 63 percent to a record $9.8 million despite royalty revenue decreasing 69 percent to $652K as compared to $2.1 million in 2020. The decrease in royalty revenue was consistent with the Company’s plan to transition from a licensing model to a product sales model.
Product revenue to our automotive end users increased 82 percent in 2021 to a record $4 million. Repeater end user product revenue doubled to $2.2 million, while sales to our 5G infrastructure end users product revenue remained steady at $1.8 million. Our total direct product costs increased to $4.3 million in 2021; thus, our overall contribution margin on product revenue was 69.6 percent in 2021 ($9.8 million in product revenue divided by $4.3 million in direct product costs). Cash at December 31, 2021 was $5.3 million.
“Our plan to transition from a licensing model to a proprietary product model has been immensely successful,” said Ryan Pratt, founder and CEO at Guerrilla RF. “We believe that we’re a best-in-class MMIC provider in the fast-growing automotive vertical, and we see extraordinary opportunity to launch new and exciting cutting-edge products in 5G infrastructure.”
2021 Highlights:
| ● | Completed a go-public reverse merger in October 2021 |
| ● | Closed an $11.5 million private placement offering October and November 2021, which included the conversion of approximately $4.5 million of debt |
| ● | Ended 2021 with the largest purchase order backlog in the Company’s history |
| ● | Product revenue increased 63 percent finishing 2021 at $9.8 million |
| ● | Contribution margin of product revenue at 69.6 percent for 2021 |
| ● | Continued investment in research and development with a focus on new products aimed at 5G network infrastructure |
| ● | Over 30 million units delivered during 2021, versus 19 million in 2020 |
| ● | Introduced 14 new products to meet accelerating customer demand |
| ● | Increased number of tier-one customers and tier-two customers |
Guerrilla RF, Inc
Consolidated Statements of Operations
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| Dec 31, 2021 | Dec 31, 2020 | Dec 31, 2021 | Dec 31, 2020 | |||||||||||||
| Product shipments | $ | 2,553,094 | $ | 2,199,295 | $ | 9,827,817 | $ | 5,986,108 | ||||||||
| Royalties | 181,793 | 202,612 | 652,082 | 2,103,282 | ||||||||||||
| Total | 2,734,887 | 2,401,907 | 10,479,899 | 8,089,390 | ||||||||||||
| Direct product cost | 1,201,556 | 997,068 | 4,340,292 | 2,911,120 | ||||||||||||
| Gross Profit | 1,533,331 | 1,404,839 | 6,139,607 | 5,178,270 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | 1,408,551 | 942,831 | 4,592,879 | 3,591,336 | ||||||||||||
| Sales and marketing | 869,121 | 550,745 | 2,752,153 | 2,129,238 | ||||||||||||
| Administration | 1,102,484 | 222,172 | 2,464,295 | 999,731 | ||||||||||||
| Total Operating Expenses | 3,380,156 | 1,715,748 | 9,809,327 | 6,720,305 | ||||||||||||
| Operating Income (Loss) | (1,846,825 | ) | (310,909 | ) | (3,669,720 | ) | (1,542,035 | ) | ||||||||
| Interest expense | (81,712 | ) | (136,814 | ) | (551,495 | ) | (469,684 | ) | ||||||||
| Other income (expense) | 14,960 | - | 1,384,060 | - | ||||||||||||
| Net loss | $ | (1,913,577 | ) | $ | (447,723 | ) | $ | (2,837,155 | ) | $ | (2,011,719 | ) | ||||
Guerrilla RF, Inc
Consolidated Balance Sheets
December 31, 2021 and 2020
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Cash | $ | 5,313,985 | $ | 427,269 | ||||
| Accounts receivable, net | 1,667,006 | 1,653,805 | ||||||
| Inventories, net | 1,439,014 | 993,633 | ||||||
| Prepaid expense | 1,187,418 | 100,447 | ||||||
| Total Current Assets | 9,607,423 | 3,175,154 | ||||||
| Property, plant, and equipment, net | 1,027,312 | 789,587 | ||||||
| Total Assets | $ | 10,634,735 | $ | 3,964,741 | ||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Short-term debt | $ | 5,117 | $ | 1,297,611 | ||||
| Capital lease, current portion | 118,420 | 59,990 | ||||||
| Accounts payable and accrued expenses | 1,186,443 | 781,433 | ||||||
| Total Current Liabilities | 1,309,980 | 2,139,034 | ||||||
| Capital lease | 264,347 | 258,439 | ||||||
| PPP loan | - | 90,046 | ||||||
| Notes payable | 144,783 | 4,602,516 | ||||||
| Total Liabilities | 1,719,110 | 7,090,035 | ||||||
| Preferred stock, $.0001 par value, 10,000,000 shares authorized no shares issued and outstanding as of December 31, 2021; $.001 par value, 5,042,000 shares authorized 4,852,414 shares issued and outstanding as of December 31, 2020 | $ | - | $ | 4,852 | ||||
| Common stock, $.0001 par value, 300,000,000 shares authorized, 33,222,192 shares issued and outstanding as of December 31, 2021; $.001 par value, 8,484,000 shares authorized, 2,265,633 shares issued and outstanding as of December 31, 2020 | 3,322 | 2,261 | ||||||
| Additional paid-in-capital | 23,958,705 | 9,076,840 | ||||||
| Accumulated deficit | (15,046,402 | ) | (12,209,247 | ) | ||||
| Total Stockholders’ Equity (Deficit) | 8,915,625 | (3,125,294 | ) | |||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 10,634,735 | $ | 3,964,741 | ||||
2
About Guerrilla RF, Inc.
Guerrilla RF has an extensive portfolio of 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, including 5G wireless infrastructure, cellular repeaters/boosters, and automotive telematics.
Founded in 2013 and based in Greensboro, NC, Guerrilla RF develops and manufactures high performance monolithic microwave integrated circuits (MMICs) to 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. 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
+1 336 510 7840
3