SEC Info - AmpliTech Group, Inc. - ‘10-Q’ for 3/31/23

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Financial Statements (Unaudited) Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Financial Statements (Unaudited)
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒

As of May 10, 2023, the registrant had i 9,637,113 shares of common stock, par value $0.001 per share, issued and outstanding.

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company”, “the Company”, “AmpliTech”, “Specialty” or “SMW” “Spectrum” or “SSM”, “AmpliTech Group MMIC Design Center” or “AGMDC”, “AmpliTech Group True G Speed Services” or “TGSS” are the combined business of AmpliTech Group, Inc., and its consolidated subsidiary, AmpliTech, Inc., and AMPG’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center and AmpliTech Group True G Speed Services.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

On November 19, 2021, AmpliTech Group, Inc., entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Spectrum Semiconductor Materials Inc. (the "Seller" or “SSM”), pursuant to which AmpliTech acquired substantially all the assets of the Company (the “Acquisition”). The Acquisition was completed on December 15, 2021.

Spectrum Semiconductor Materials ("SSM”), located in Silicon Valley (San Jose, CA), is a global authorized distributor of integrated circuit ("IC") packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements.

In August 2022, the AmpliTech Group True G Speed Services (“TGSS”) division was formed to provide “true G speeds” to the industry. TGSS’ main function will be to plan and configure 5G radio systems and make them Open Radio Access Network compatible. TGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

The COVID-19 pandemic had disrupted and affected our business operations, which has led to business and supply chain disruptions. The lingering effects of the pandemic are likely to continue to disrupt our business and supply chain in the future. For example, our offices and R&D and manufacturing locations were, and may continue to be, impacted due to national and regional government declarations requiring closures, quarantines, and travel restrictions, although nearly all government-imposed restrictions have been significantly reduced in most parts of the world. However, given the unpredictable nature of COVID-19 and its variants, it is difficult, if not impossible, to predict, whether any government-imposed restrictions will be reimposed at previous levels or enhanced in one or more ways impacting our business operations or those of third parties upon which we rely. The COVID-19 pandemic, including associated business interruptions and recovery, as well as other possible epidemics or outbreaks of other contagions could result in a material adverse impact on our or our current or anticipated customers’ or suppliers’ business operations, including reduction or suspension of operations in the U.S. or other parts of the world. Our design and engineering operations, among others, cannot all be conducted remotely and often require on-site access to materials and equipment. We have customers, suppliers, and partners with international operations, and our customers, suppliers, and partners also depend on suppliers and manufacturers worldwide, which means that our business and prospects could be affected by the lingering effects of the COVID-19 pandemic anywhere in the world. Depending upon the duration of the lingering effects of the COVID-19 pandemic and the associated business interruptions, our customers, suppliers, manufacturers, and partners may suspend or delay their engagements with us. We and our customers’ and suppliers’ response to the lingering effects of the COVID-19 pandemic may prove to be inadequate and they may be unable to continue their respective operations in the manner they had prior to the outbreak or the worsening of the outbreak, and we may consequently endure interruptions, reputational harm, delays in our product development, and shipments, all of which could have an adverse effect on our business, operating results, and financial condition. In addition, we cannot assure you as to the timing of the economic recovery given the lingering effects of the pandemic, which could have a material adverse effect on our target markets and our business

Identify the contract with the customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We do not have significant costs to obtain contracts with customers. For commissions on product sales, we have elected the practical expedient to expense the costs as incurred.

Identify the performance obligations in the contract. Our contracts with customers do not include multiple performance obligations to be completed over a period.

Our performance obligations relate to delivering single-use products to a customer, subject to the shipping terms of the contract. Limited warranties are provided, under which we typically accept returns and provide either replacement parts or refunds.

We do not have significant returns. We do not typically offer extended warranty or service plans.

Determine the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of March 31, 2023 contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

Allocate the transaction price to performance obligations in the contract. We typically do not have multiple performance obligations in our contracts with customers. As such, we generally recognize revenue upon transfer of the product to the customer's control at contractually stated pricing.

Recognize revenue when or as we satisfy a performance obligation. We generally satisfy performance obligations at a point in time upon either shipment or delivery of goods, in accordance with the terms of each contract with the customer. We do not have significant service revenue.

The weighted average remaining lease term and weighted average discount rate at March 31, 2023 were as follows:

i The Company entered into several 60-month lease agreements to finance certain laboratory and office equipment. As such, the Company has accounted for these transactions as a financing lease.

The following table reconciles future minimum financing lease payments to the discounted lease liability as of March 31, 2023:

On December 4, 2015, i the Company entered into a new operating lease agreement to rent office space in Bohemia, NY. This five-year agreement commenced February 1, 2016 with an annual rent of $50,000 and 3.75% increases in each successive lease year. On January 13, 2021, a lease rider was annexed to the original lease whereby the lease term will be extended on a month-by-month basis, commencing on February 1, 2021. The lease was terminated in April 2022.

On September 12, 2019, the Company entered into a new operating lease agreement to rent office space in Ronkonkoma, NY. This five- year agreement commenced on September 12, 2019, with an annual rent of $ i 90,000 and i 3% increase in each successive lease year beginning in 2021. i The Company has an option to buy the property during the first two years of the lease for $1,200,000 and then at fair market value for the remainder of the lease term. This option has expired and was not exercised. On April 13, 2023, this lease was terminated subject to the terms of a Surrender Agreement between the Company and landlord.

On November 27, 2019, i the Company entered a 39-month agreement to lease an automobile with a monthly payment of $420. This lease was paid in full as of March 31, 2023.

On December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same terms and conditions. Effective February 1, 2020, the lease term will expire on January 31, 2025, with a base rent of $ i 24,234 for the first 12 months and increase by approximately i 3% every year.

On October 15, 2021, the Company entered into a new lease for a i 20,000 square foot facility at 155 Plant Avenue, Hauppauge, New York, for a term of seven years and two months. The yearly base rent of $ i 346,242 shall increase at a rate of i 2.75% per year to begin on the first anniversary lease commencement date and each year thereafter. The first two months of basic rent shall be abated following the commencement lease date. In the event the landlord decides to sell the property, the Company shall have the right of first offer to purchase subject property. Upon lease execution, the Company paid two months of base rent as a security deposit and one month’s rent totaling $ i 86,560. The Company moved into the new manufacturing and headquarters facility April 1, 2022.

The following table reconciles future minimum operating lease payments to the discounted lease liability as of March 31, 2023:

As of March 14, 2023, the Company closed the equipment line of credit of $ i 500,000. All UCC filings on the Company assets have been released as well as the Company’s president’s personal guarantee.

In January 2022, the Company purchased machinery for $ i 91,795, applying a deposit of $ i 9,180 and financing the balance of $ i 82,616 over i 24 payments at an interest rate of i 1.90%. The balance as of March 31, 2023, was $ i 31,349. Principal payments of $ i 10,351 and interest expense of $ i 182 were paid for the three months ended March 31, 2023.

Future principal payments over the term of the notes payable as of March 31, 2023 are as follows:

On October 7, 2020, our Board of Directors and our stockholders approved a resolution to amend and restate the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock to restate that there are i 401,000 shares of the Company’s blank check Preferred Stock designated as Series A Convertible Preferred Stock. The amended and restated certificate clarifies that the Series A Convertible Preferred Stock convert at a rate of five shares of the Company’s common stock for every share of Series A Convertible Preferred Stock, and also restates that the Series A Convertible Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Company for each share of Series A Convertible Preferred Stock owned on the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken or any written consent of shareholders is solicited. The number of votes entitled to be cast by the holders of the Series A Convertible Preferred Stock equals that number of votes that, together with votes otherwise entitled to be cast by the holders of the Series A Convertible Preferred Stock at a meeting, whether by virtue of stock ownership, proxies, voting trust agreements or otherwise, entitle the holders to exercise 51% of all votes entitled to be cast to approve any action which Nevada law provides may or must be approved by vote or consent of the holders of common stock entitled to vote.

The Company originally authorized i 50,000,000 shares of common stock with a par value of $0.001. Effective May 20, 2014, the Company increased its authorized shares of common stock from i 50,000,000 to i 500,000,000.

On February 17, 2021, the Company priced its underwritten public offering of i 1,371,428 units at $ i 7.00 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant. Concurrently, AmpliTech effected a 1-for-20 reverse split of its outstanding common stock and uplisted to the Nasdaq Capital Market, where its common stock and warrants trade under the symbols “AMPG” and “AMPGW,” respectively.

i In October 2020, the Board of Directors and shareholders adopted the Company's 2020 Equity Incentive Plan (the "2020 Plan"), effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of the Company's common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company's business. The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards as the Board of Directors may determine.

On February 27, 2023, the Company granted one employee ten-year stock options to purchase 2,000 shares of common stock according to the Company’s 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on May 27, 2023, with an exercise price of $2.59 per share. The Company has calculated these options estimated fair market value at $ i 4,800 using the Black-Scholes model, with the following assumptions: expected term of i 7.46 years, stock price of $ i 2.59, exercise price of $ i 2.59, volatility of i 126.8%, risk-free rate of i 4.08%, and no forfeiture rate.

Below is a table summarizing the changes in stock options outstanding for the three months ended March 31, 2023:

As of December 31, 2022, all outstanding stock options were issued according to the Company's 2020 Plan, and there remain i 257,000 shares of common stock available for future issuance under the 2020 Plan.

Stock-based compensation expense related to stock options of $ i 61,224 was recorded for the three months ended March 31, 2023. As of March 31, 2023, the remaining unrecognized compensation cost related to non-vested stock options is $ i 929,066 and is expected to be recognized over 5 years. The outstanding stock options have a weighted average remaining contractual life of i 5.49 years and a total intrinsic value of $ i 544,090.

Maxim Group LLC acted as sole book-running manager for the offering and partially exercised its overallotment option to purchase i 205,714 warrants at the public offering price. The warrants expire ten years from the date of issuance.

Effective April 16, 2021, the Company entered into definitive agreements with certain institutional investors to sell i 2,715,000 shares of common stock in a registered direct offering priced at the market under NASDAQ rules. Concurrently, the Company agreed to issue to the investors, in a private placement, warrants to purchase an aggregate of i 1,900,500 shares of common stock at an exercise price of $ i 8.48 per share with a five-year term.

On July 20, 2021, in connection with a product development agreement with an unrelated party, the Company issued warrants to purchase i 30,000 shares of common stock. The warrants vest in one year from issuance, with an exercise price of $ i 5.00 per share. The Company has calculated these warrants estimated fair market value at $ i 88,803 using the Black-Scholes model, with the following assumptions: expected term i 3.0 years, stock price $ i 3.80, exercise price $5.00, volatility i 149.8%, risk-free rate i 0.37%, and no forfeiture rate.

Below is a table summarizing the changes in warrants outstanding for the three months ended March 31, 2023:

The outstanding warrants have a weighted average remaining contractual life of i 2.99 years and a total intrinsic value of $ i 0.

On May 20, 2022, i 30,000 restricted stock units at an exercise price of $ i 1.96 were issued to a board advisor. Vesting will occur in equal quarterly installments of i 2,500 shares beginning on May 20, 2022. As of March 31, 2023, i 10,000 RSU’s have vested.

Below is a table summarizing the changes in restricted stock units outstanding for the three months ended March 31, 2023:

Stock-based compensation expense related to restricted stock units of $ i 4,817 was recorded for the three months ended March 31, 2023. As of March 31, 2023, the remaining unrecognized compensation cost related to non-vested restricted stock units is $ i 37,040. The outstanding restricted stock units have a weighted average remaining contractual life of i 1.90 years and a total intrinsic value of $ i 55,200.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contain forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

AmpliTech Group Inc. (“AMPG,” “AmpliTech” or the “Company”), incorporated in 2010 in the state of Nevada, is the parent company of its subsidiary, AmpliTech, Inc., and AMPG’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (‘TGSS”).

AmpliTech designs, engineers, and assembles microwave component-based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer. The Company has both domestic and international customers in such industries as aerospace, governmental, defense, and commercial satellite.

Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers for use in satellite communication ground networks.

AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring high technology in smaller packages.

In August 2022, the AmpliTech Group True G Speed Services (“TGSS”) division was formed to enable “true G speeds” to the industry. TGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. TGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

Our mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity markets. We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve everyday quality of life.

The Company’s research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless infrastructure products and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial markets.

Our principal executive offices are located at 155 Plant Avenue, Hauppauge, NY 11788. Our telephone number is (631) 521-7831. Our corporate website is www.amplitechinc.com. The information on our website is not a part of, or incorporated in, this prospectus.

Sales decreased from $5,099,520 for the three months ended March 31, 2022, to $4,112,299 for the three months ended March 31, 2023, a decrease of $987,221 or approximately 19.36%. Sales in the amplifier and related passive microwave components and subsystems division increased by $154,044, or 14.42%, resulting primarily from an increase in telecommunication applications. Spectrum sales decreased by $1,141,265, or 28.31%, a decline attributable to a decrease in sales from international customers. During the COVID-19 pandemic, Spectrum was able to stock inventory to resell in anticipation of potential stock outages and supply chain issues. Thus, as a distributor, the effect COVID placed on the supply chain in 2021 and 2022 triggered higher demand for our integrated circuit (IC) packaging. With COVID restrictions and worldwide supply chain concerns easing, the demand for IC packaging has decreased. However, our RFQ (Request for Quote) activity remains strong which should translate into increased sales in subsequent quarters.

Cost of Goods Sold decreased from $2,775,922 for the three months ended March 31, 2022, to $2,295,768 for the three months ended March 31, 2023, a decrease of $480,154 or 17.30%. Overall, this decrease is directly related to the decline in Spectrum sales. However, AmpliTech did experience an increase in direct labor. As a result, gross profit was $1,816,531 for the three months ended March 31, 2023, compared to $2,323,598 for the three months ended March 31, 2022, a decrease of $507,067, or 21.82%. Overall, gross profit as a percentage of sales decreased to 44.17% from 45.57%. AmpliTech reported a gross profit margin of 37.80% while Spectrum’s gross profit margin was 46.87%.

Selling, general and administrative expenses increased to $2,086,912 for the three months ended March 31, 2023, from $1,901,310 for the first three months ended March 31, 2022, an increase of $185,602 or approximately 9.76%. Parent company expenses such as IR/PR, D&O insurance, stock compensation and consulting have increased. The Company attended three trade shows this quarter which resulted in an increase in trade show, marketing and business development expenses. Additionally, with the relocation to the new facility, rent and utilities have increased.

Research and development expenditures are charged to operations as incurred. The major components of research and development costs include consultants, outside service, and supplies.

Research and development costs for the three months ended March 31, 2023, and 2022, were $348,730 and $413,303, respectively, a decrease of $64,573, or 15.62%, resulting from the decrease in consulting expense.

As a result of the above, the Company reported a loss from operations of $619,111 and income of $8,985 for the three months ended March 31, 2023, and 2022, respectively.

The Company recorded interest income, net of $13,771 and interest expense of $5,360 for the three months ended March 31, 2023, and 2022.

Due to market fluctuations, the Company recorded an unrealized gain on investments of $18,546 and a realized gain on investments of $4,828 for the three months ended March 31, 2023.

The Company reported a net loss of $581,966 for the three months ended March 31, 2023, compared to net income of $3,625 for the three months ended March 31, 2022.

The net cash used in operating activities for the three months ended March 31, 2023, was $652,506 resulting primarily from the net loss and operating changes in accounts receivable, prepaid expenses, operating lease liability, and customer deposits.

The net cash used in operating activities for the three months ended March 31, 2022, was $1,842,051 resulting primarily from net income and operating changes in accounts receivable, inventories, accounts payable and accrued expenses customer deposits and operating lease liability.

The net cash used in investing activities for the three months ended March 31, 2023, was $2,807,591, of which $51,669 related to the purchase of equipment and $2,755,922 for the purchase of marketable securities.

The net cash used in investing activities for the three months ended March 31, 2022, was $182,850, of which $82,850 related to the purchase of equipment and $100,000 for our investment in SN2N.

The net cash used in financing activities for the three months ended March 31, 2023, was $2,234,759, resulting primarily from the repayments of notes payable, financing lease liabilities, and the revenue earnout.

The net cash used in financing activities for the three months ended March 31, 2022, was $35,013, primarily for the repayment of notes payable and finance lease.

As of March 31, 2023, we had cash and cash equivalents of $7,595,366, working capital of $17,666,377, and an accumulated deficit of $7,886,250.

As of December 31, 2022, we had cash and cash equivalents of $13,290,222, working capital of $18,149,940, and an accumulated deficit of $7,304,284.

We intend to continue to finance our internal growth with cash on hand, cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations and cash on hand will provide enough working capital to fund our operations for the next twelve months.

The SEC defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgment and estimates.

The discussion and analysis of our financial condition and results of operations is based upon financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month period ended March 31, 2023, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

Smaller reporting companies are not required to provide the information required by this item.

Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on that evaluation, as of March 31, 2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report.

To the best of our knowledge, there are no pending legal proceedings to which we are a party or of which any of our property is the subject.

Smaller reporting companies are not required to provide the information required by this item.

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 thereunto duly authorized.

i Nevada		i 27-4566352
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	March 31,			December 31,
	2023			2022
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	i 7,595,366		$	i 13,290,222
Accounts receivable		i 1,857,519			i 1,801,769
Inventories, net		i 6,569,865			i 6,632,121
Marketable Securities		i 3,021,918			i 247,450
Prepaid expenses		i 617,019			i 194,635
Total Current Assets		i 19,661,687			i 22,166,197

Property and equipment, net		i 1,998,264			i 2,023,687
Right of use operating lease assets		i 4,047,279			i 4,197,324
Intangible assets, net		i 3,096,755			i 3,134,108
Goodwill		i 4,696,883			i 4,696,883
Cost method investment		i 348,250			i 348,250
Security deposits		i 109,434			i 113,185

Total Assets	$	i 33,958,552		$	i 36,679,634

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses		i 1,086,890		$	i 860,366
Customer deposits		i 156,069			i 210,848
Current portion of financing lease obligations		i 24,993			i 33,480
Current portion of operating lease obligations		i 597,920			i 586,379
Current portion of notes payable		i 129,438			i 144,358
Revenue earnout		i -			i 2,180,826
Total Current Liabilities		i 1,995,310			i 4,016,257

Long Term Liabilities
Financing lease, net of current obligations		i 45,212			i 49,336
Operating lease, net of current obligations		i 3,615,248			i 3,768,932
Notes payable, net of current portion		i 63,195			i 89,597
Total Liabilities		i 5,718,965			i 7,924,122

Commitments and Contingencies		i -			i -

Stockholders' Equity
Series A convertible preferred stock, par value $ i 0.001, i 1,000,000 shares authorized, 0 shares issued and outstanding		i -			i -
Common Stock, par value $ i 0.001, i 500,000,000 shares authorized, i 9,637,113 and i 9,634,613 shares issued and outstanding, respectively		i 9,637			i 9,635
Additional paid-in capital		i 36,116,200			i 36,050,161
Accumulated deficit		( i 7,886,250	)		( i 7,304,284	)

Total Stockholders' Equity		i 28,239,587			i 28,755,512

Total Liabilities and
Stockholders' Equity	$	i 33,958,552		$	i 36,679,634

	For The Three Months Ended
	March 31,			March 31,
	2023			2022

Revenue	$	i 4,112,299		$	i 5,099,520

Cost of goods sold		i 2,295,768			i 2,775,922

Gross Profit		i 1,816,531			i 2,323,598

Operating Expenses
Selling, general and administrative		i 2,086,912			i 1,901,310
Research and development		i 348,730			i 413,303
Total operating expenses		i 2,435,642			i 2,314,613

Income (Loss) From Operations		( i 619,111	)		i 8,985

Other Income (Expenses)
Unrealized gain on investments		i 18,546			i -
Realized gain on investments		i 4,828			i -
Interest Income (expense), net		i 13,771			( i 5,360	)
Total other income (expense)		i 37,145			( i 5,360	)

Net Income (Loss) Before Income Taxes		( i 581,966	)		i 3,625

Provision For Income Taxes		i -			i -

Net Income (Loss)	$	( i 581,966	)	$	i 3,625

Net Loss Per Share;
Basic	$	( i 0.06	)	$	i -
Diluted	$	( i 0.06	)	$	i -

Weighted Average Shares Outstanding;
Basic		i 9,635,709			i 9,582,113
Diluted		i 9,635,709			i 9,582,113

	For the Three Months Ended
	March 31,			March 31,
Cash Flows from Operating Activities:	2023			2022

Net Income (Loss)	$	( i 581,966	)	$	i 3,625
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		i 114,445			i 85,201
Amortization of prepaid consulting		i -			i 13,500
Amortization of right-of-use operating lease asset		i 150,045			i 87,889
Stock based compensation		i 66,041			i 44,946
Change in fair value of marketable securities		( i 18,546	)		i -
Changes in Operating Assets and Liabilities:
Accounts receivable		( i 55,750	)		( i 327,110	)
Other receivable		i -			( i 77,734	)
Inventories		i 62,256			( i 439,407	)
Prepaid expenses		( i 422,384	)		( i 146,233	)
Security deposits		i 3,751			( i 7,066	)
Accounts payable and accrued expenses		i 226,524			( i 1,383,655	)
Operating lease liability		( i 54,779	)		( i 99,765	)
Customer deposits		( i 142,143	)		i 403,758
Net cash used in operating activities		( i 652,506	)		( i 1,842,051	)

Cash Flows from Investing Activities:
Purchase of property and equipment		( i 51,669	)		( i 82,850	)
Net investment in marketable securities		( i 2,755,922	)		i -
Purchase of cost method investment		i -			( i 100,000	)
Net cash used in investing activities		( i 2,807,591	)		( i 182,850	)

Cash Flows from Financing Activities:
Repayment on financing lease liabilities		( i 12,611	)		( i 8,268	)
Repayment of notes payable		( i 41,322	)		( i 26,745	)
Payment of revenue earnout		( i 2,180,826	)		i -
Net cash used in financing activities		( i 2,234,759	)		( i 35,013	)

Net change in cash and cash equivalents		( i 5,694,856	)		( i 2,059,914	)

Cash and Cash Equivalents, Beginning of Period		i 13,290,222			i 18,018,874

Cash and Cash Equivalents, End of Period	$	i 7,595,366		$	i 15,958,960

Supplemental disclosures:
Cash paid for interest expense	$	i 7,930		$	i 6,397
Cash paid for income taxes		i -		$	i -

Non-Cash Investing and Financing Activities:
Common Stock issued on vesting of RSUs	$	i 2		$	i -
Equipment received for prepaid assets	$	i -		$	i 50,644
Promissory Note on Equipment	$	i -		$	i 82,615

Description	Useful Life	Method
Office equipment	i 3 to i 7 years	i Straight-line
Machinery/shop equipment	i 7 to i 10 years	i Straight-line
Computer equipment/software	i 1 to i 7 years	i Straight-line
Vehicles	i 5 years	i Straight-line
Leasehold improvements	i 7 years	i Straight-line

AmpliTech Group, Inc. – ‘10-Q’ for 3/31/23

On: Monday, 5/15/23, at 9:00am ET · For: 3/31/23 · Accession #: 1477932-23-3423 · File #: 1-40069

Previous ‘10-Q’: ‘10-Q’ on 11/14/22 for 9/30/22 · Next: ‘10-Q’ on 8/14/23 for 6/30/23 · Latest: ‘10-Q’ on 11/14/23 for 9/30/23 · 1 Reference: By: AmpliTech Group, Inc. – ‘S-8’ on 2/6/24

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☐

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		38

Item 4.	Controls and Procedures		38

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		39

Item 1A.	Risk Factors		39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		39

Item 3.	Defaults Upon Senior Securities		39

Item 4.	Mine Safety Disclosures		39

Item 5.	Other Information		39

Item 6.	Exhibits		40

SIGNATURES			41

2023		i 112,623
2024		i 149,976
2025		i 149,976
2026		i 149,976
2027		i 149,976
Thereafter		i 1,799,711
	$	i 2,512,238

	March 31,
Operating leases	2023
Assets
ROU operating lease assets	$	i 4,047,279

Liabilities
Current portion of operating lease	$	i 597,920
Operating lease, net of current portion	$	i 3,615,248
Total operating lease liabilities	$	i 4,213,168
Financing leases
Assets
Property and equipment, gross	$	i 234,036
Accumulated depreciation		( i 123,196	)
Property and equipment, net	$	i 110,840

Liabilities
Current portion of financing lease	$	i 24,993
Financing lease, net of current portion	$	i 45,212
Total financing lease liabilities	$	i 70,205

Weighted average remaining lease term (years)	March 31, 2023
Operating leases		i 9.10
Financing leases		i 2.50
Weighted average discount rate
Operating leases		i 4.49	%
Financing leases		i 4.70	%

2023		i 22,921
2024		i 18,751
2025		i 18,186
2026		i 11,976
Thereafter		i 3,992
Total lease payments		i 75,826
Less imputed interest		( i 5,621	)
Total lease obligations		i 70,205
Less current obligations		( i 24,993	)
Long-term lease obligations	$	i 45,212

2023		i 578,423
2024		i 765,075
2025		i 400,321
2026		i 383,347
Thereafter		i 3,112,070
Total lease payments		i 5,239,236
Less imputed interest		( i 1,026,068	)
Total lease obligations		i 4,213,168
Less current obligations		( i 597,920	)
Long-term lease obligations	$	i 3,615,248

	·	On May 14, 2020, the Company borrowed $ i 27,494 to be paid over a three-year term with monthly payments of $ i 815 at an interest rate of i 4.268%. The balance as of March 31, 2023, was $ i 812. Principal payments of $ i 2,418 and interest expense of $ i 27 were paid for the three months ended March 31, 2023.

	·	On June 10, 2020, the Company borrowed $ i 41,015 to be paid over a three-year term with monthly payments of $ i 1,216 at an interest rate of i 4.278%. The balance as of March 31, 2023, was $ i 2,418. Principal payments of $ i 3,593 and interest expense of $ i 55 were paid for the three months ended March 31, 2023.

	Payments
2023	$	i 103,036
2024		i 89,597
Total remaining payments	$	i 192,633

	Number of		Weighted Average Exercise
	Options		Price ($)
Outstanding at December 31, 2022		i 916,000	$	i 2.49
Granted		i 2,000	$	i 2.59
Exercised		-		i -
Expired		-		i -
Outstanding at March 31, 2023		i 918,000	$	i 2.49
Exercisable at March 31, 2023		i 380,484	$	i 3.18

	Number of		Weighted Average Exercise
	Warrants		Price ($)
Outstanding at December 31, 2022		i 3,296,942	$	i 7.83
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding at March 31, 2023		i 3,296,942	$	i 7.83
Exercisable at March 31, 2023		i 3,296,942	$	i 7.83

	Number of			Weighted Average Exercise
	RSU’s			Price ($)
Outstanding at December 31, 2022		i 22,500		$	i 1.96
Granted		-			i -
Exercised		( i 2,500	)	$	i 1.96
Expired		-			i -
Outstanding at March 31, 2023		i 20,000		$	i 1.96
Exercisable at March 31, 2023		-			-

*Exhibit No.*		*Description*
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Financial Officer
101. INS		XBRL Instance Document
101. SCH		XBRL Taxonomy Extension Schema Document
101. CAL		XBRL Taxonomy Extension Calculation Link base Document
101. DEF		XBRL Taxonomy Extension Definition Link base Document
101. LAB		XBRL Taxonomy Extension Label Link base Document
101. PRE		XBRL Taxonomy Extension Presentation Link base Document

	AmpliTech Group, Inc.

Date: May 15, 2023	By:	/s/ *Fawad Maqbool*
		Fawad Maqbool
		President and Chief Executive Officer (Principal Executive Officer)

This ‘10-Q’ Filing	Date	Other Filings

	1/31/25
	10/1/24
	12/31/23
	5/27/23
Filed on:	5/15/23
	5/10/23
	4/17/23	8-K
	4/13/23
For Period end:	3/31/23	10-K, 8-K
	3/14/23
	2/27/23
	12/31/22	10-K
	12/15/22
	6/15/22	4
	5/20/22
	4/1/22
	3/31/22	10-K, 10-Q
	12/31/21	10-K
	12/15/21	8-K, 8-K/A
	11/19/21	8-K
	10/15/21
	7/20/21
	6/10/21
	4/16/21	4, 424B5, 8-K
	2/17/21	EFFECT
	2/1/21
	1/13/21
	12/14/20	S-8
	10/7/20
	6/10/20
	5/14/20
	2/1/20
	11/27/19
	11/1/19
	9/12/19	8-K, 8-K/A
	2/1/16
	12/4/15
	5/20/14
	7/10/13
	8/13/12	3, 8-K, NT 10-Q, S-1
	12/30/10
		List all Filings