false 0001832487 0001832487 2024-11-14 2024-11-14
 
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 14, 2024
 
 
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 November 14, 2024, Guerrilla RF, Inc. (the “Company”) issued an earnings release to announce its financial results for the three months ended September 30, 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
 
Exhibit Number
 
Description
99.1
  Earnings Release, dated November 14, 2024, 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 14, 2024
By:
/s/ Ryan Pratt
   
Ryan Pratt
   
Chief Executive Officer
 
 

Exhibit 99.1

 

 
 
logo.jpg

 

 

Guerrilla RF Reports Third Quarter 2024 Results and

Gross Margin Expansion

 

● Record revenue for a third quarter of $4.5 million, 34.4% increase over prior year period

 

● Gross Margin expands 956 basis points over prior year period to 65.3%

 

● Closed on $22 million private placement, strengthening financial condition

 

● Reduced outstanding primary loan facility to $4.5 million at quarter end

 

GREENSBORO, NC November 14, 2024 — Guerrilla RF, Inc. (OTCQX: GUER), a leading provider of state-of-the-art RF and microwave semiconductors, today announced results for the quarter ended September 30, 2024.

 

“We continued to execute on our growth plans during the quarter by releasing new products into production. We released five new GaN products and four other products into production during Q3 2024, as the total number of new products released during 2024 increased to 23. This compares favorably to the total of new products we released in the 2023 (12) and the 2022 (18) calendar years. By releasing an increasing number of products already this year, we believe we are laying the foundation for sustained revenue growth,” said Ryan Pratt, Founder and CEO. “Guerrilla RF also received the Electronic Industry Awards’ “Highly Commended” award, recognizing five of our parts for exceptional performance in the Automotive Product of the Year category.

 

“Additionally, we achieved record revenue of $4.5 million compared with previous third quarters, which are historically our softest quarters, while further improving our gross profit margin and maintaining cost discipline. Strong 5G deliveries more than compensated for soft order flow from our Automotive customers,” added Pratt. “Looking ahead, based on our year-to-date revenue of $15.7 million, we expect to generate 2024 revenue at the lower end of our guidance range of $20.0 million to $25.0 million. As we continue to invest heavily in R&D to position the Company for accelerated revenue growth, we also expect quarterly Adjusted EBITDA (a non-GAAP measure) to hold steady for the next few quarters at around a $1.8 million loss, the amount we generated for the third quarter 2024.”

 

Third Quarter Highlights

 

 

Revenue increased 34.4% to $4.5 million as compared to $3.4 million in the year ago quarter, primarily due to higher demand for our Wireless Infrastructure products (up 277% compared to the prior year period).

 

 

Other products contributed to growth, including our Catalogue products and our Wireless Audio products (up 90% and 300%, respectively from the year ago period).

 

 

The Company experienced significant growth in international sales (up 183% compared to the prior year period).

 

 

Gross profit expanded 956 basis points to 65.3% of revenues as compared to 55.7% for the prior year period.

 

 

Contribution margin of 77.2% increased 590 basis points from 71.3% in the year ago quarter, as a result of changes in product mix and a shift to higher margin Wireless Infrastructure products. Over these same periods, overhead spending remained at $0.5 million, and as a percentage of sales it decreased significantly from 15.7% to 11.9% in the current quarter.

 

 

Operating loss was $2.6 million as compared to $3.7 million for the year ago quarter. This decrease in operating loss was primarily due to higher revenues and gross profits which grew at a significant pace while total operating expenses remained constant at $5.6 million compared to the year ago quarter. Relative to total revenue, operating expenses decreased as a percentage (121% in the current quarter vs. 166% in the year ago quarter). R&D costs decreased 10% when compared to the year ago quarter. Sales and marketing increased 21%, while administrative costs were reduced by 5% compared to the year ago quarter.

 

 

Net loss per share was $0.71 and $0.62 for the third quarter of fiscal 2024 and 2023, respectively.

 

 

Significantly reduced outstanding primary loan facility to $4.5 million from $12.0 million while extending the maturity to December 31, 2028, and reducing the interest rate.

 

 

Net cash used in operating activities narrowed to $1.8 million as compared to $2.2 million in the year ago quarter.

 

 

Interest expense decreased $0.2 million to $0.5 million for the current quarter, compared to $0.7 million for the year ago quarter. The decrease was attributable to the amendment and paydown of two debt facilities. On August 5, 2024, the Company paid down its primary loan facility by $7.5 million leaving a remaining balance of $4.5 million. This resulted in a $1.5 million charge related to debt extinguishment. Additionally, the Company utilized less of its asset-based loan, during the current quarter. As of the quarter end, the amount drawn under the asset-based loan facility was $0.5 million compared to $1.0 million at September 30, 2023.

 

 

Adjusted EBITDA (a non-GAAP measure) was a loss of $1.7 million for the current quarter as compared to an Adjusted EBITDA loss of $3.1 million for the year ago quarter.

 

 

Product backlog (a non-GAAP measure) was $5.4 million at the end of the current quarter as compared to $6.0 million at the end of the year ago quarter.

 

 

Automotive Market product sales continued to be soft during the current quarter, declining to 24.6% of total revenue for the quarter as compared to 50.5% of total revenue for the year ago quarter.

 

 

Wireless Infrastructure product sales grew to 28.8% of total revenue for the current quarter, compared to 10.7% of total revenue for the year ago quarter.

 

 

Released a total of nine new products into production during the current quarter (including 5 new GaN products), bringing the total number of new products released in 2024 to 23.

 

 

The Company recorded a charge of $2.6 million for the current quarter remeasurement of its warrant liabilities. Both historical and warrants issued during the current quarter were accounted for as a liability at quarter end.

 

 

 

 

 

GUERRILLA RF, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Profit & Loss

 

Three Months Ended September 30,

 

(Unaudited)

 

2024

   

2023

 

Product revenue

  $ 4,523,620     $ 3,354,879  

Royalties and non-recurring engineering

    80       11,032  

Total

    4,523,700       3,365,911  
                 

Direct product cost

    1,571,182       1,490,779  
                 

Gross Profit

    2,952,518       1,875,132  
                 

Operating Expenses:

               

Research and development

    2,506,554       2,775,430  

Sales and marketing

    1,749,497       1,445,790  

General and administrative

    1,306,268       1,381,119  

Total Operating Expenses

    5,562,319       5,602,339  
                 

Operating Loss

    (2,609,801 )     (3,727,207 )
                 

Interest income

    63,873       -  

Interest expense

    (501,163 )     (731,618 )

Loss on debt extinguishment

    (1,523,221 )     -  

Change in fair value of warrant liabilities

    (2,623,608 )     -  

Change in fair value of derivative liabilities

    -       (47,400 )

Other income (expense)

    (7,645 )     25,277  

Total other income (expenses), net

    (4,591,764 )     (753,741 )

Net Loss

  $ (7,201,565 )   $ (4,480,948 )
                 

Net loss per share - basic and diluted

  $ (0.71 )   $ (0.62 )

 

 

 

Balance Sheet

 

(Unaudited)

   

(Audited)

 
   

September 30, 2024

   

December 31, 2023

 

Assets

               

Cash

  $ 11,277,741     $ 781,318  

Accounts receivable, net

    1,822,514       2,079,111  

Inventories

    1,916,510       1,533,592  

Prepaid expenses

    214,027       458,313  

Total Current Assets

    15,230,792       4,852,334  
                 

Prepaid expenses and other

    78,751       -  

Intangible Assets, net

    355,829       -  

Operating ROU Assets

    9,627,914       10,500,620  

Property, Plant, and Equipment, net

    2,869,845       3,659,084  

Total Assets

  $ 28,163,131     $ 19,012,038  
                 

Liabilities, Redeemable Preferred Stock and Stockholders' Deficit

               

Accounts payable and accrued expenses

  $ 2,004,855     $ 2,099,537  

Short-term debt

    855,305       1,628,667  

Derivative liabilities

    -       158,000  

Warrant liabilities

    6,946,522       -  

Operating lease, current portion

    657,978       745,969  

Finance lease, current portion

    800,091       978,543  

Convertible notes

    -       78,905  

Convertible notes - related parties

    -       700,189  

Notes payable, current portion

    -       10,948,668  

Total Current Liabilities

    11,264,751       17,338,478  
                 

Long-term debt

    493,214       698,600  

Operating lease

    5,694,467       6,176,508  

Finance lease

    1,045,966       1,593,979  

Notes payable

    4,500,000       -  

Total Liabilities

    22,998,398       25,807,565  
                 

Commitments and Contingencies

               
                 

Series A convertible preferred stock

  $ 20,033,555     $ -  
                 

Preferred stock

    -       -  

Common stock

    1,021       789  

Additional paid in capital

    40,500,327       36,243,146  

Accumulated deficit

    (55,370,170 )     (43,039,462 )

Total Stockholders' Deficit

    (14,868,822 )     (6,795,527 )

Total Liabilities, Redeemable Preferred Stock and Stockholders' Deficit

  $ 28,163,131     $ 19,012,038  

 

 

 

Statement of Cashflow

               
(Unaudited)  

Three Months Ended September 30,

 
   

2024

   

2023

 

Cash flows from operating activities

               

Net loss

  $ (7,201,565 )   $ (4,480,948 )

Adjustment to reconcile net loss to net cash used in operating activities

               

Depreciation and amortization

    381,380       307,155  

Share-based compensation

    510,356       284,633  

Non-cash interest expense related to debt financing

    32,003       94,642  

Accretion of notes payables

    87,696       248,688  

Impairment on property plant and equipment and operating lease

    -       105,055  

Change in fair value of warrant liabilities

    2,623,608        

Change in fair value of derivative liabilities

    -       47,400  

Loss on extinguishment of debt

    1,511,649        

Changes in assets and liabilities:

             -  

Accounts receivable

    321,240       443,618  

Inventories

    (253,283 )     (125,737 )

Prepaid expenses

    117,637       497,993  

Accounts payable and accrued expenses

    (59,416 )     149,057  

Operating lease liability

    117,377       200,454  

Net cash used in operating activities

    (1,811,318 )     (2,227,990 )
                 

Cash flows from investing activities

               

Purchases of property, plant, and equipment

    (175,824 )     (26,610 )

Purchases of intangible assets

    (10,500 )     -  

Net cash used in investing activities

    (186,324 )     (26,610 )
                 

Cash flows from financing activities

               

Proceeds from stock options exercised

    -       -  

Proceeds from notes payable, derivative liabilities and factoring agreement

    2,494,066       4,508,837  

Principal payments of notes payable and recourse factoring agreement

    (10,975,321 )     (2,827,825 )

Proceeds from equity financing, net

    21,596,955       1,685,226  

Principal payments on finance lease

    (246,074 )     (267,499 )

Repayment of finance insurance premiums

    (235,628 )     (142,423 )

Payment of deferred offering costs

    -       (62,811 )

Net cash provided by financing activities

    12,633,998       2,893,505  
                 

Net increase (decrease) cash

    10,636,356       638,905  
                 

Cash, beginning of period

    641,385       238,006  

Cash, end of period

  $ 11,277,741     $ 876,911  
                 
Noncash investing and financing transactions:                
Reclassification of historical warrants     2,759,514       -  
Modifications on finance leases     -       360,123  
Property and equipment additions included in accounts payable     24,200       2,000  

 

 

 

 

Backlog, EBITDA and Adjusted EBITDA Reconciliation

 

References to “product backlog” means the amount of product sales that have been committed to by customers, but have not yet been completed, shipped, or invoiced.  The Company's product backlog can be materially impacted by supply chain constraints, a shift in customer ordering patterns whereby customers place orders in anticipation of extended product delivery lead times, or other customer order delivery request modifications.  Furthermore, because the Company partners closely with a number of its customers to produce high-performance, quality components that are often designed into customers’ end products, immediate substitution of the Company’s products is neither typically desired by customers nor necessarily feasible.  As such, the Company has not historically experienced significant order cancellations, and the Company does not expect significant order cancellations in the future.  The Company closely monitors product backlog and its potential impact on the Company’s financial performance.

 

References to “EBITDA” mean net loss, before considering interest income and 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 Companys 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 Companys results because they exclude 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:

 

Adjusted EBITDA Reconciliation

               
(Unaudited)  

Q3 2024

   

Q3 2023

 

Net Loss

    (7,201,565 )     (4,480,948 )

Interest income

    (63,873 )     -  

Interest expense

    501,163       731,618  

Depreciation and amortization

    381,380       307,155  

EBITDA

    (6,382,895 )     (3,442,175 )

Share-based compensation

    510,356       284,633  

Loss on debt extinguishment

    1,523,221       -  

Change in fair value of warrant liabilities

    2,623,608       -  

Change in fair value of derivative liabilities

    -       47,400  

Adjusted EBITDA

    (1,725,710 )     (3,110,142 )

 

 

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 has made the top "Inc. 500" list for two years in a row. For more information, please visit https://guerrilla-rf.com or follow the Company on 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

 

 
v3.24.3
Document And Entity Information
Nov. 14, 2024
Document Information [Line Items]  
Entity, Registrant Name GUERRILLA RF, INC.
Document, Type 8-K
Document, Period End Date Nov. 14, 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 false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001832487

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