guer20230814_8k.htm
false 0001832487 0001832487 2023-08-15 2023-08-15
 
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 15, 2023
 
 
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.)
 
2000 Pisgah Church Road
Greensboro, NC
 
27455
(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 15, 2023, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the three- and six-month periods ended June 30, 2023.  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 15, 2023, 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 15, 2023
By:
/s/ Ryan Pratt
   
Ryan Pratt
   
Chief Executive Officer and Director
 
 

Exhibit 99.1

 

ex99-1_001.jpg

 

 

Guerrilla RF Reports Second Quarter 2023 Results

 

Company demonstrates strong Y-o-Y revenue growth of 22%, driven by increase in automotive product sales; continued strong gross profit margins

 

GREENSBORO, NC August 15, 2023 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art radio frequency and microwave communications solutions, today announced its financial and operating results for the second quarter ended June 30, 2023.

 

“Our Q2 revenue experienced a 22.4% year-over-year increase to $3.8 million, ands we raised our gross profit margins to 59.0%,” said Ryan Pratt, founder and CEO. “This demonstrates the ongoing traction that we’ve generated from our expanding product sales in the automotive sector, 5G infrastructure sector, and other growth markets. Our customer commitment remains strong, with a backlog of $5.6 million compared to $3.3 million during the same period last year. Additionally, our booked business increased 67.3% during the first half of the year, representing a growing demand for our products.”

 

Mr. Pratt continued, “We passed a few major milestones during the quarter, notably exceeding 175 million units shipped since our inception. We also expanded our product portfolio and introduced new product categories, including our ¼ and ½ W linear power amplifiers and our two-stage low noise amplifier with built-in bypass functionality, both of which made headway in our focused business segments. We look forward to introducing new technology in the coming months driven by our R&D team’s dedicated efforts. In the meantime, demand for our optimal high-performance MMIC and RFIC products continues to build as we successfully address market needs.”

 

Financial Highlights for Q2 2023:

 

 

Revenues were $3.8 million for the three months ended June 30, 2023, as compared to $3.1 million in the year-ago quarter. The increase in revenues was primarily attributable to continued strength in the automotive market.

 

 

Net cash used in operating activities decreased to $3.1 million as compared to $5.8 million for the previous quarter.

 

 

Subsequent to quarter end, the Company received additional funding of $2.3 million, $790,000 of convertible notes and a $1.5 million advance from existing loan facility to further support its ongoing operations and investments.

 

 

The Company's contribution margins increased from 72.7% in the second quarter of 2022, to 74.0% in the second quarter of 2023 as product mix and pricing both contributed to improved profitability.

 

 

Q3 revenue is expected to be between $3.0 and $3.5 million for the quarter.

 

 

Product revenue growth for the second quarter of fiscal 2023 increased 25.0% from the second quarter of fiscal 2022, and 17.6% sequentially from the first quarter of fiscal 2023; the growth came from continued traction within the automotive space.

 

 

Operating loss narrowed to $3.4 million for the second quarter of 2023 as compared to $3.7 for the first quarter of 2023.

 

 

Gross profit margin for the second quarter of fiscal 2023 was 59.0% of revenues, an increase from 58.6% for the second quarter of fiscal 2022. Quarter-over-quarter gross profit margin increased to 59.0% from 56.6% for the first quarter of fiscal 2023, after taking into account the one-time expenses for Guerrilla RF’s new headquarters and design center which occurred in Q1 2023.

 

 

R&D expenses increased 25.9% to $2.7 million compared to $2.0 million for the prior year period and 2.6% quarter-over-quarter. The increase includes the continued investment in new product development as well as the gallium arsenide (GaAs) build-out, and silicon on insulator (SOI) technologies. Additionally, the R&D team for the upcoming gallium nitride (GaN) technology is already in place, laying a solid foundation for the Company going forward.

 

 

Operating loss for the second quarter of fiscal 2023 was $3.4 million as compared to $2.6 million for the second quarter of fiscal 2022. Increased investment in R&D and sales and marketing (R&D grew $636 thousand and sales and marketing grew $461 thousand for the quarter compared to the prior year period) accounting for $1.1 million. Excluding the increased investment in R&D and Sales and Marketing (a non-GAAP measure) operating loss declined $0.3 million between the year ago periods.

 

 

Net loss per share was $0.56 and $0.49 for the second quarter of fiscal 2023 and 2022, respectively.

 

 

Backlog (a non-GAAP measure) increased at the end of the second quarter of fiscal 2023 to $5.6 million as compared to $3.3 million at the end of the second quarter of fiscal 2022.

 

 

Cash balance at June 30, 2023 was $238,006 as compared to $1.7 million at the end of the second quarter of fiscal 2022. The Company has subsequently received $2.3 million through a combination of convertible notes and borrowing under an existing loan facility.

 

Corporate Highlights for Q2 2023:

 

 

Passed a significant milestone of 175 million shipments for radio-frequency integrated circuit/monolithic microwave integrated circuits (RFICs/MMICs), marking a 16.7% increase since reaching 150 million shipments in October 2022.

 

 

Commenced sampling of a new high gain, two-stage low noise amplifier (LNA) with built-in bypass functionality, featuring a selectable gain designed for 5G mMIMO applications; support for lower supply voltage allows for 34% reduction in power consumption.

 

 

Released new ¼ W linear power amplifiers (PAs) that target the automotive and 5G infrastructure space in 2.5GHz and 3.6GHz bands.

 

 

Introduced GRF5607 and GRF5608 products, the first in a new class of ½ W linear power amplifiers under development. These InGaP HBT amplifiers were designed specifically to cater to 5G wireless infrastructure applications requiring exceptional native linearity over temperature extremes of -40°C to 85°C.

 

 

Showcased the latest additions in our growing portfolio of high-performance MMICs and RFICs at International Microwave Symposium – IEEE’s flagship event in a week dedicated to all things microwaves and RF. IMS2023 is the centerpiece of Microwave Week which includes the RFIC Symposium and ARFTG Conference.

 

 

Received award for "Best Places to Work" by the Triad Business Journal. This marks the second year in a row the Company has been awarded 1st place in the medium-sized company category.

 

 

 

 

 

 

 

   

Unaudited

 
   

Three Months Ended June 30,

 
    2023     2022  

Product revenue

  $ 3,575,312     $ 2,860,916  

Royalties

    204,022       226,434  

Total

    3,779,334       3,087,350  
                 

Direct product cost

    1,549,881       1,277,759  
                 

Gross Profit

    2,229,453       1,809,591  
                 

Operating Expenses:

               

Research and development

    2,652,989       2,016,934  

Sales and marketing

    1,629,944       1,169,435  

Administration

    1,377,342       1,263,730  

Total Operating Expenses

    5,660,275       4,450,099  
                 

Operating loss

    (3,430,822 )     (2,640,508 )
                 

Interest

    (389,012 )     (70,853 )

Other income (expense)

    (1,248 )     (30,251 )

Total Other Expenses, net

    (390,260 )     (101,104 )

Net loss

  $ (3,821,082 )   $ (2,741,612 )
                 

Net loss per share - basic and diluted

  $ (0.56 )   $ (0.49 )
                 

Weighted average common shares outstanding - basic and diluted

    6,801,929       5,539,149  
 

 

 

 

   

Unaudited

         
   

June 30, 2023

   

December 31, 2022

 

Assets

               

Cash

  $ 238,006     $ 4,340,407  

Accounts receivable, net

    1,985,101       1,124,971  

Inventories

    1,778,192       1,672,925  

Prepaid expenses

    738,530       643,401  

Total Current Assets

    4,739,829       7,781,704  
                 

Prepaid expenses and other

    -       3,574,746  

Deferred Offering Costs

    197,137       -  

Operating ROU Assets

    10,703,546       209,669  

Property, Plant, and Equipment, net

    4,882,253       5,098,097  

Total Long-Term Assets

    15,782,936       8,882,512  
                 

Total Assets

  $ 20,522,765     $ 16,664,216  
                 

Liabilities and Stockholders' Equity (Deficit)

               

Accounts payable and accrued expenses

  $ 2,465,949     $ 4,466,045  

Short-term debt

    1,842,202       959,803  

Operating lease, current portion

    552,078       139,794  

Finance lease, current portion

    1,125,156       1,078,506  

Total Current Liabilities

    5,985,385       6,644,148  
                 

Long term debt

    677,300     $ 44,279  

Operating lease

    6,277,020       71,714  

Capital lease

    2,535,736       2,984,618  

Notes payable

    6,060,682       4,564,564  

Total Liabilities

    21,536,123       14,309,323  
                 

Preferred stock

  $ -     $ -  

Common stock

    679       621  

Additional paid in capital

    33,881,631       29,427,440  

Accumulated deficit

    (34,895,668 )     (27,073,168 )

Total Stockholders' Equity (Deficit)

    (1,013,358 )     2,354,893  

Total Liabilities and Stockholders' Equity (Deficit)

  $ 20,522,765     $ 16,664,216  

 

About Guerrilla RF, Inc.

 

Founded in 2013, Guerrilla RF, Inc., develops and manufactures high-performance state-of-the-art radiofrequency (RF) and microwave communication solutions for wireless OEMs in multiple high-growth market segments, which include network infrastructure for 5G/4G macro and small cell base stations, SATCOM, cellular repeaters/DAS, automotive telematics, military communications, navigation, and high-fidelity wireless audio. The Company has an extensive portfolio of 100+ high-performance RF and microwave semiconductor devices with 50+ new products in development. As one of the fastest-growing semiconductor firms in the industry, Guerrilla RF drives innovation through its R&D to commercialization initiatives and focuses on product excellence and custom solutions to underserved markets. To date, the Company has shipped over 175 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. 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 several 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 Corporate Development

 

[email protected]

 

+1 336 510 7840