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0001832487
0001832487
2024-05-15
2024-05-15
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): May 15, 2024
GUERRILLA RF, INC.
(Exact name of Registrant as specified in its charter)
Delaware
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000-56238
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85-3837067
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2000 Pisgah Church Road |
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Greensboro, NC
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27455
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(Address of principal executive offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 May 15, 2024, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the first quarter ended March 31, 2024. 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
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.
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GUERRILLA RF, INC.
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Date: May 15, 2024
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By:
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/s/ Ryan Pratt
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Ryan Pratt
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Chief Executive Officer and Director
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Exhibit 99.1
Guerrilla RF Reports Record First Quarter 2024 Results and Gross Margin Expansion
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●
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Record revenue quarter of $5.1 million
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●
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Gross Margin expands 640 basis points sequentially over prior quarter
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GREENSBORO, NC — May 15, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced results for the first quarter 2024 ended March 31, 2024. The Company achieved record revenues of $5.1 million for the first quarter 2024, a 59.4% increase as compared to the first quarter of 2023.
“Following a challenging 2023, we accelerated our momentum by increasing revenue as a result of our strong foothold in the Automotive market and deeper penetration in the 5G Infrastructure market with previously announced satellite communications and point to multi-point communications shipments,” said Ryan Pratt, Founder and CEO. “This was an excellent quarter with over $5.1 million in revenue and a backlog increase of 27.7% from Q1 2023. We believe we are on target to achieve the $21.0 to $26.0 million revenue guidance we previously provided.”
Corporate Highlights
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●
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Completed a $5.0 million private placement, with net cash proceeds of approximately $3.0 million after deduction of expenses and conversion of existing debt. We plan to use the new capital to accelerate the Company’s growth and strengthen its competitive position through new market penetration, expanded product offerings, additional R&D initiatives, and new capital equipment.
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●
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Announced the acquisition of strategic GaN product portfolio and intellectual property of Gallium Semiconductor. We believe this acquisition will accelerate our penetration into this market by an estimated two years.
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Extended maturity of primary credit facility to 2026.
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●
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Management reiterates 2024 revenue guidance of $21.0 to $26.0 million.
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Financial Highlights
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●
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Revenue for the first quarter of fiscal 2024 increased 59.4% as compared to the first quarter of fiscal 2023.
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●
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Quarterly revenues increased 8.5% to $5.1 million, up from $4.7 million recorded in the fourth quarter 2023.
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●
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Gross margin for the first quarter of fiscal 2024 was 63.2% of revenues as compared to 56.6% for the first quarter of fiscal 2023 and up 640 basis points from Q4 2023.
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●
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Operating loss for the first quarter of fiscal 2024 was $1.8 million as compared to $3.7 million for the first quarter of fiscal 2023.
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●
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Net cash used in operating activities reduced to $0.8 million (a $5.0 million reduction from first quarter 2023) as a result of increased sales, margin expansion and expense management efforts.
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●
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Adjusted EBITDA loss (a non-GAAP measure) was $1.1 million for the first quarter of fiscal 2024. See EBITDA Reconciliation below.
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●
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Backlog (a non-GAAP measure) increased at the end of the first quarter of fiscal 2024 to $8.3 million as compared to $6.5 million at the end of the first quarter of fiscal 2023.
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●
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Cash balance as of March 31, 2024, was approximately $3.6 million compared to $0.8 million as of December 31, 2023.
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Financial Results for Three Months Ended March 31, 2024
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●
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Revenues were $5.1 million, as compared to $3.2 million in the prior year period.
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●
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R&D expenses decreased to $2.3 million, as compared to $2.6 million for the prior year period.
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●
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Sales and marketing expenses remained flat at $1.4 million, as compared to the prior year period.
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●
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General and administrative expenses decreased slightly to $1.5 million, as compared to the prior year period.
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GUERRILLA RF, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Guerrilla RF, Inc.
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Balance Sheet
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March 31, 2024
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December 31, 2023
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Assets
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Unaudited
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Cash
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$ |
3,600,710 |
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$ |
781,318 |
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Accounts receivable, net
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2,819,814 |
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2,079,111 |
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Inventories
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1,773,596 |
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1,533,592 |
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Prepaid expenses
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540,911 |
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458,313 |
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Total Current Assets
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8,735,031 |
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4,852,334 |
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Operating right-of-use assets
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10,209,384 |
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10,500,620 |
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Property, plant, and equipment, net
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3,332,955 |
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3,659,084 |
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Total Assets
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$ |
22,277,370 |
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$ |
19,012,038 |
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Liabilities and Stockholders' Equity (Deficit)
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Accounts payable and accrued expenses
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$ |
3,590,654 |
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$ |
2,099,537 |
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Short-term debt
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2,839,529 |
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1,628,667 |
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Derivative liabilities
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- |
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158,000 |
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Operating lease, current portion
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731,952 |
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745,969 |
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Finance lease, current portion
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939,975 |
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978,543 |
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Convertible notes
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- |
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78,905 |
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Convertible notes - related parties
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- |
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700,189 |
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Notes payable, current portion
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- |
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10,948,668 |
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Total Current Liabilities
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8,102,110 |
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17,338,478 |
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Long-term debt
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634,717 |
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698,600 |
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Operating lease
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5,994,557 |
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6,176,508 |
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Finance lease
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1,394,430 |
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1,593,979 |
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Notes payable
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10,178,238 |
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- |
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Total Liabilities
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26,304,052 |
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25,807,565 |
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Common stock
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995 |
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|
789 |
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Additional paid in capital
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42,384,337 |
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36,243,146 |
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Accumulated deficit
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(46,412,014 |
) |
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(43,039,462 |
) |
Total Stockholders' Equity (Deficit)
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(4,026,682 |
) |
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(6,795,527 |
) |
Total Liabilities and Stockholders' Equity (Deficit)
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$ |
22,277,370 |
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$ |
19,012,038 |
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Guerrilla RF, Inc
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Profit and Loss Statement
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Q1 2024
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Q1 2023
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Unaudited |
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Product revenue
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$ |
5,089,773 |
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$ |
3,040,409 |
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Royalties and non-recurring engineering revenue
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1,476 |
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190,479 |
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Total
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5,091,249 |
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3,230,888 |
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Direct product cost
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1,870,675 |
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1,403,345 |
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Gross Profit
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3,220,574 |
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1,827,543 |
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Operating Expenses:
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Research and development
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2,251,533 |
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2,586,169 |
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Sales and marketing
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1,352,909 |
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1,361,949 |
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General and administrative
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1,454,695 |
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1,546,163 |
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Total operating expenses
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5,059,137 |
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5,494,281 |
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Operating loss
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(1,838,563 |
) |
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(3,666,738 |
) |
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Interest expense
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(1,684,787 |
) |
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(341,857 |
) |
Change in fair value of derivative liabilities
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158,000 |
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- |
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Other income (expense)
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(7,202 |
) |
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7,177 |
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Total other income (expense), net
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(1,533,989 |
) |
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(334,680 |
) |
Net loss
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$ |
(3,372,552 |
) |
$ |
(4,001,418 |
) |
EBITDA and Adjusted EBITDA Reconciliation
References to “EBITDA” mean net loss, before considering interest expense, provision for income taxes, depreciation and amortization. References to Adjusted EBITDA excludes irregular or non-recurring items and are not directly related to the Company’s core operating performance. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP. Management believes EBITDA and Adjusted EBITDA, in addition to operating profit, net income and other U.S. GAAP measures, are useful to investors to evaluate the Company’s results because they excludes certain items that may, or could, have a disproportionate positive or negative impact on our results for any particular period. Investors should recognize that EBITDA and Adjusted EBITDA might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with U.S. GAAP. A reconciliation of non-U.S. GAAP EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP measure in accordance with SEC Regulation G follows:
Guerrilla RF, Inc
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EBITDA Reconciliation
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Q1 2024
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Q1 2023
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Net Loss
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$ |
(3,372,552 |
) |
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$ |
(4,001,418 |
) |
Interest expense
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1,684,787 |
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341,857 |
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Depreciation and amortization
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366,281 |
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39,832 |
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EBITDA
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(1,321,484 |
) |
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(3,619,729 |
) |
Share-based compensation
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396,197 |
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268,640 |
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Change in fair value of derivative liabilities
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(158,000 |
) |
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- |
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Adjusted EBITDA
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$ |
(1,083,287 |
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$ |
(3,351,089 |
) |
About Guerrilla RF, Inc.
Founded in 2013, Guerrilla RF, Inc., develops and manufactures high-performance, state-of-the-art radio frequency (RF) and microwave semiconductors for wireless OEMs in multiple high-growth market segments, including 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. The Company has shipped over 200 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
ir@guerrilla-rf.com
+1 336 510 7840
v3.24.1.1.u2
Document And Entity Information
|
May 15, 2024 |
Document Information [Line Items] |
|
Entity, Registrant Name |
GUERRILLA RF, INC.
|
Document, Type |
8-K
|
Document, Period End Date |
May 15, 2024
|
Entity, Incorporation, State or Country Code |
DE
|
Entity, File Number |
000-56238
|
Entity, Tax Identification Number |
85-3837067
|
Entity, Address, Address Line One |
2000 Pisgah Church Road
|
Entity, Address, City or Town |
Greensboro
|
Entity, Address, State or Province |
NC
|
Entity, Address, Postal Zip Code |
27455
|
City Area Code |
336
|
Local Phone Number |
510-7840
|
Written Communications |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
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Guerrilla RF (QX) (USOTC:GUER)
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