8-K
Guerrilla RF, Inc. (GUER)
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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): November 13, 2023
GUERRILLA RF, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-56238 | 85-3837067 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation or organization) | (Commission File Number) | (IRS Employer<br> Identification No.) |
| 2000 Pisgah Church Road<br> Greensboro , NC | 27455 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(336) 510-7840
(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 November 13, 2023, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the three- and nine-month periods ended September 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 November 13, 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: November 13, 2023 | By: | /s/ Ryan Pratt |
| Ryan Pratt | ||
| Chief Executive Officer and Director |
ex_594485.htm
Exhibit 99.1
Guerrilla RF Reports Third Quarter 2023 Results
Company demonstrates strong Year-over-Year revenue growth of 52%, driven by increase in automotive product sales
GREENSBORO, NC —November 13, 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 third quarter ended September 30, 2023.
“Our Q3 revenue experienced a 51.7% year-over-year increase to $3.4 million, as we grew our sales in the automotive sector.” said Ryan Pratt, founder and CEO. “We continue to experience expanding product sales in the automotive sector and other growth markets. Our customer commitment remains strong, with a backlog of $6.0 million at the end of Q3 compared to $3.3 million at the end of Q3 last year.”
Mr. Pratt continued, “We continue to focus on expense control to reach operating cash flow break even mid-2024. Net cash used in operating activities was reduced by approximately $800,000 to $2.3 million for the third quarter from $3.1 million for the second quarter 2023.”
Financial Highlights for Q3 2023:
| ● | Revenues were on the upper end of initial guidance of $3.0 to $3.5 million reported in August 2023 at $3.4 million for the three months ended September 30, 2023, as compared to $2.2 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 by approximately $800,000 to $2.3 million as compared to $3.1 million for the previous quarter. |
| --- | --- |
| ● | Subsequent to quarter end, the Company drew down additional funding of $1.25 million from an existing credit facility. |
| --- | --- |
| ● | Product revenue growth for the third quarter of fiscal 2023 increased 65.9% from the third quarter of fiscal 2022. Growth came from continued traction within the automotive space. |
| --- | --- |
| ● | Gross profit margin for the third quarter of fiscal 2023 was 55.7% of revenues, a decrease from 57.1% for the third quarter of fiscal 2022. This is a result of lower contribution margins from product mix shifts as compared to the year-over-year comparison. |
| --- | --- |
| ● | R&D expenses increased 32.3% to $2.8 million compared to $2.1 million for the prior year period and 4.6% quarter-over-quarter. The increase reflects the continued investment in new product development as well as the gallium arsenide (GaAs) build-out, and in the R&D team for the upcoming gallium nitride (GaN) products. We believe these investments are laying a solid foundation for the Company’s future product offerings. |
| --- | --- |
| ● | Operating loss for the third quarter of fiscal 2023 was $3.7 million as compared to $3.3 million for the third quarter of fiscal 2022. Increased investment in R&D ($678 thousand) and sales and marketing ($254 thousand) for the quarter compared to the prior year period together accounted for $932 thousand. |
| --- | --- |
| ● | Net loss per share was $0.62 and $0.66 for the third quarter of fiscal 2023 and 2022, respectively. |
| --- | --- |
| ● | Backlog (a non-GAAP measure) increased at the end of the third quarter of fiscal 2023 to $6.0 million as compared to $3.3 million at the end of the third quarter of fiscal 2022, and $5.6 million at the end of the second quarter 2023. |
| --- | --- |
| ● | Cash balance at September 30, 2023 was $0.9 million as compared to $2.1 million at the end of the third quarter of fiscal 2022. (The Company has subsequently drawn down an additional $1.25 million from an existing loan facility.) |
| --- | --- |
Corporate Highlights:
| ● | Management expects full year 2023 revenue to be between $14.7 and $15.2 million. |
|---|---|
| ● | Management expects full year 2024 revenue to be between $21.0 and $26.0 million. |
| --- | --- |
| ● | Continued focus on expense reduction is expected to allow the Company to achieve operational cash flow breakeven by mid- 2024, i.e. excluding interest expense, and other non-operating and non-recurring expenses. |
| --- | --- |
| ● | Recently announced first production purchase order (PO) and shipment to the satellite communications market (SATCOM) with PO from a tier 1 SATCOM company. The initial PO was for $360,000, the majority of which is expected to be shipped by year end. The Company expects SATCOM 2024 revenues to exceed $1.0 million and the total market opportunity to exceed $560 million. |
| --- | --- |
| Unaudited | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, | ||||||
| 2023 | 2022 | |||||
| Product revenue | $ | 3,354,879 | $ | 2,022,701 | ||
| Royalties | 11,032 | 196,603 | ||||
| Total | 3,365,911 | 2,219,304 | ||||
| Direct product cost | 1,490,779 | 950,841 | ||||
| Gross Profit | 1,875,132 | 1,268,463 | ||||
| Operating Expenses: | ||||||
| Research and development | 2,775,430 | 2,097,276 | ||||
| Sales and marketing | 1,445,790 | 1,192,286 | ||||
| Administration | 1,381,119 | 1,325,383 | ||||
| Total Operating Expenses | 5,602,339 | 4,614,945 | ||||
| Operating Loss | (3,727,207 | ) | (3,346,482 | ) | ||
| Interest expense | (731,618 | ) | (303,368 | ) | ||
| Change in fair value of derivative liabilities | (47,400 | ) | - | |||
| Other income (expense) | 25,277 | (18,028 | ) | |||
| Total Other Expenses, net | (753,741 | ) | (321,396 | ) | ||
| Net loss | $ | (4,480,948 | ) | $ | (3,667,878 | ) |
| Net loss per share - basic and diluted | $ | (0.62 | ) | $ | (0.66 | ) |
| Weighted average common shares outstanding - basic and diluted | 7,211,095 | 5,552,736 |
| Unaudited | **** | **** | **** | |||
|---|---|---|---|---|---|---|
| September 30, 2023 | December 31, 2022 | |||||
| Assets | **** | **** | **** | **** | **** | **** |
| Cash | $ | 876,911 | $ | 4,340,407 | ||
| Accounts receivable, net | 1,541,483 | 1,124,971 | ||||
| Inventories, net | 1,903,929 | 1,672,925 | ||||
| Prepaid expenses | 240,537 | 643,401 | ||||
| Total Current Assets | 4,562,860 | 7,781,704 | ||||
| Prepaid expenses and other | - | 3,574,746 | ||||
| Deferred offering costs | 224,656 | - | ||||
| Operating lease right-of-use assets | 10,760,967 | 209,669 | ||||
| Property, plant, and equipment, net | 4,138,530 | 5,098,097 | ||||
| Total Long-Term Assets | 15,124,153 | 8,882,512 | ||||
| Total Assets | $ | 19,687,013 | $ | 16,664,216 | ||
| Liabilities and Stockholders' Equity (Deficit) | **** | **** | **** | **** | **** | **** |
| Accounts payable and accrued expenses | $ | 2,581,714 | $ | 4,426,477 | ||
| Short-term debt | 1,157,815 | 959,803 | ||||
| Derivative liabilities | 63,200 | |||||
| Operating lease, current portion | 745,144 | 139,794 | ||||
| Finance lease, current portion | 1,041,010 | 1,078,506 | ||||
| Notes payable, current portion, net | 7,778,600 | - | ||||
| Total Current Liabilities | 13,367,483 | 6,604,580 | ||||
| Long-term debt | 733,511 | $ | 44,279 | |||
| Operating lease | 6,341,829 | 71,714 | ||||
| Capital lease | 1,992,260 | 2,984,618 | ||||
| Notes payable | - | 4,604,132 | ||||
| Convertible notes | 78,634 | - | ||||
| Convertible notes - related parties | 697,743 | - | ||||
| Total Liabilities | 23,211,460 | 14,309,323 | ||||
| Preferred stock | $ | - | $ | - | ||
| Common stock | 789 | 621 | ||||
| Additional paid in capital | 35,851,380 | 29,427,440 | ||||
| Accumulated deficit | (39,376,616 | ) | (27,073,168 | ) | ||
| Total Stockholders' Equity (Deficit) | (3,524,447 | ) | 2,354,893 | |||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 19,687,013 | $ | 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
sfunchess@guerrilla-rf.com
+1 336 510 7840