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AMPLITECH GROUP, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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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.



Business Overview


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, and AmpliTech Group MMIC Design Center (“AGMDC”).

AmpliTech designs, engineers and assembles micro-wave component-based amplifiers
that meet individual customer specifications. Our products consist of radio
frequency (“RF”) amplifiers and related subsystems, operating at multiple
frequencies from 50kHz to 44GHz, including low noise amplifiers (“LNA”), medium
power amplifiers, cryogenic amplifiers, and custom assembly designs for the
global satellite communications, telecom (5G & IoT), space, defense, and quantum
computing markets. We also offer non-recurring engineering services on a
project-by-project basis, for a predetermined fixed contractual amount, or on a
time plus material basis. We have both domestic and international customers in
such industries as aerospace, governmental, defense and commercial satellite.

Specialty Microwave designs and manufactures state-of- the-art precision SATCOM
microwave components, RF subsystems and specialized electronic assemblies for
the military and commercial markets, flexible and rugged waveguides, wave guide
adapters and more.

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.




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On November 19, 2021, AMPG entered into an Asset Purchase Agreement with
Spectrum Semiconductor Materials Inc. (“SSM”), a globally authorized distributor
of integrated circuit (IC) packaging and lids for semiconductor device assembly,
prototyping, testing, and production requirements founded in 1990 and
headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all
of the assets of the Company (the Acquisition). The Acquisition was completed on
December 15, 2021.

In 2021, the Company opened a monolithic microwave integrated circuits (“MMIC”)
chip design center in Texas and has started to implement several of its
proprietary amplifier designs into MMIC components. MMICs are semiconductor
chips used in high-frequency communications applications. MMICs are widely
desired for power amplification solutions to service emerging technologies, such
as phased array antennas and quantum computing. MMICs carry a smaller footprint
enabling them to be incorporated into a broader array of systems while reducing
costs.

In August 2022, 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 Open Radio Access Network
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 infrastructures, as well as advanced
military and commercial markets.



Corporate Information


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.




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Results of Operations


For the Three Months Ended September 30, 2022 and September 30, 2021



Revenues


Sales increased from $1,056,596 for the three months ended September 30, 2021 to
$5,435,654 for the three months ended September 30, 2022, an increase of
$4,379,058 or approximately 414.45%. Sales increased primarily due to the
acquisition of Spectrum Microwave, whose sales for the quarter totaled
$3,431,434. Sales in the amplifier and related passive microwave components and
subsystems division increased by $947,624 or 89.69%, resulting primarily from an
increase in military and telecommunication applications.

Cost of Goods Sold and Gross Profit

Cost of Goods Sold increased from $742,983 for the three months ended September
30, 2021
to $2,774,739 for the three months ended September 30, 2022, an
increase of $2,031,756 or 273.46%. This increase is directly related to
approximately $1,812,052 of additional expense included in cost of goods sold as
part of the SSM acquisition, additional hiring of direct labor and an increase
in outsourcing because of the increase in sales. As a result, the gross profit
was $2,660,915 for the three months ended September 30, 2022 compared to
$313,613 for the three months ended September 30, 2021, an increase of
$2,347,302 or 748.47%. Overall, gross profit as a percentage of sales increased
to 48.95% from 29.68% as a result of the acquisition and the increase in LNA and
RF subsystem sales. AmpliTech reported gross profit margin of 51.97% while
Spectrum’s gross profit margin was 47.19%.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $1,852,345 for the
three months ended September 30, 2022 from $833,574 for the first three months
ended September 30, 2021, an increase of $1,018,771 or approximately 122.22%.
With the acquisition of Spectrum, selling, general and administrative expenses
increased by $619,877. Other expenses such as salaries, employee benefits,
accounting fees, D&O insurance, stock compensation, trade show expenses and
business development expenses have increased as well. Additionally, with the
relocation to the new facility, rent and utilities have increased.

Research and Development Expenses

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 September 30, 2022 and
2021 were $222,549 and $16,755, respectively.

The increase in research and development of $205,794 or 1228.25% is primarily
due to the Company implementing its research and development into the next
generation of 5G/6G subsystems for cellular and satellite communications. The
Company is in the process of designing and developing antennas and subsystems
that will be an integral part of the GPS and 5G infrastructure. These subsystems
will enable high-speed, high capacity 5G/6G networks that will be installed into
infrastructure for retrofitting and improving connectivity for cellphones,
satellites and many other everyday applications.




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In addition, AGMDC, the MMIC chip design center in Texas has started to
implement several of its proprietary amplifier designs into MMIC components.
MMICs are semiconductor chips used in high-frequency communications applications
and are widely desired for power amplification solutions to service emerging
technologies such as phased array antennas and quantum computing.

Income (Loss) From Operations

As a result of the above, the Company reported income from operations of
$586,021 and a loss of $536,716 for the three months ended September 30, 2022
and 2021, respectively.




Other Income (Expenses)



Interest expense increased by $5,476 or 142.53%, when comparing the three months
ended September 30, 2022 to the three months ended September 30, 2021.

Due to market fluctuations, the Company recorded an unrealized gain on
investments of $213 for the three months ended September 30, 2022 and an
unrealized loss of $63,807 for the three months ended September 30, 2021.



Net Income (Loss)


The Company reported net income of $576,916 and a net loss of $592,845 for the
three months ended September 30, 2022, and 2021, respectively.

For the Nine Months Ended September 30, 2022 and September 30, 2021



Revenues


Sales increased by $12,565,234 or approximately 491.99%, when comparing sales
for the nine months ended September 30, 2021 of $2,553,982 to sales for the nine
months ended September 30, 2022 of $15,119,216. Sales increased primarily due to
the acquisition of Spectrum Microwave, whose sales for the nine months ended
September 30, 2022 was $10,610,547.Amplifier and RF subsystems sales increased
by $1,954,687 or 76.53%, because of the demand for RF amplifiers in both the
telecommunication and military markets.

Cost of Goods Sold and Gross Profit

Cost of goods sold increased by $6,256,220 or 339.87% for the nine months ended
September 30, 2022 compared to the nine months ended September 30, 2021. An
increase of $5,649,942 is directly related to the acquisition of Spectrum
Microwave, with the balance attributable to the increase in direct labor and
outsourcing.




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Gross profit increased by $6,309,014 or 884.58%, when comparing the first nine
months of 2021 to the first nine months of 2022. Overall, gross profit
percentage increased from 27.93% to 46.45%, with AmpliTech reporting a gross
profit of 45.73% and Spectrum reporting a gross profit of 46.75%.

Selling, General and Administrative Expenses

General and administrative expenses increased from $2,763,292 for the first nine
months of 2021 compared to $5,975,440 for the first nine months of 2022, an
increase of $3,212,148 or approximately 116.24%. With the acquisition of
Spectrum, selling, general and administrative expenses increased by $2,149,388.
The Company experienced an increase in parent company expenses, such as stock
compensation, accounting fees and DO insurance. Additional increases include
salaries and employee benefits. Approximately $154,000 of expense was related to
the trade shows that the Company attended in Denver, Washington DC, and Italy.

With the relocation to the new facility, we incurred moving expenses of $43,040,
along with the increase in rent expense, utilities, and office expense.

Research and Development Expenses

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 nine months ended September 30, 2022 and
2021 were $811,688 and $39,142, respectively.

The increase in research and development of $772,546 is a result of the Company
implementing its research and development into the next generation of 5G/6G
subsystems for cellular and satellite communications. The Company is in the
process of designing and developing antennas and subsystems that will be an
integral part of the GPS and 5G infrastructure. These subsystems will enable
high-speed, high capacity 5G/6G networks that will be installed into
infrastructure for retrofitting and improving connectivity for cellphones,
satellites and many other everyday applications.

In addition, AGMDC, the MMIC chip design center in Texas has started to
implement several of its proprietary amplifier designs into MMIC components.
MMICs are semiconductor chips used in high-frequency communications applications
and are widely desired for power amplification solutions to service emerging
technologies such as phased array antennas and quantum computing.

Income (Loss) From Operations

As a result of the above, the Company reported income from operations of
$235,104 for the nine months ended September 30, 2022, compared to the loss from
operations of $2,089,216 for the nine months ended September 30, 2021, an
overall increase of $2,324,320.




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Other Income (Expenses)


Interest expense decreased from $36,840 for the first nine months of 2021
compared to $24,316 for the first nine months of 2022, a decrease of $12,524 or
34.0%. The decrease was primarily due to the repayment of debt.

The Company recorded an unrealized gain on investments of $213 for the nine
months ended September 30, 2022 and an unrealized loss on investments of $63,135
for the nine months ended September 30, 2021.

On April 20,2021, the SBA approved the PPP loan forgiveness of $232,200.

The Company also recorded other income of $11,520 for the nine months ended
September 30, 2021.



Net Income (Loss)


The Company reported net income of $211,001 for the nine months ended September
30, 2022
, compared to a net loss of $1,945,471 for the nine months ended
September 30, 2021.

Liquidity and Capital Resources



Operating Activities


The net cash used in operating activities for the nine months ended September
30, 2022
was $3,508,820 resulting primarily from net income and operating
changes in accounts receivable, inventories, accounts payable and accrued
expenses, operating lease liability and customer deposits.

The net cash used in operating activities for the nine months ended September
30, 2021
was $2,514,509 resulting primarily from the net loss and the operating
changes in accounts receivable, inventories, prepaid expenses and the operating
lease liability.




Investing Activities



The net cash used in investing activities for the nine months ended September
30, 2022
was $1,287,613, of which $696,253 related to the purchase of equipment,
$493,110 for the purchase of marketable securities and $98,250 for our
investment in SN2N.




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The net cash used in investing activities for the nine months ended September
30, 2021
was $5,413,847 resulting in the purchase of equipment, marketable
securities and a 10% membership interest in SN2N.



Financing Activities


The net cash used in financing activities for the nine months ended September
30, 2022
was $167,485 resulting primarily from the repayments of notes payable
and finance lease.

The net cash provided by financing activities for the nine months ended
September 30, 2021 was $30,676,693 which includes $31,900,840 million from new
issuances of common stock and warrants, netted against the repayment of the line
of credit, notes payable and finance lease payments.

We have historically financed our operations by the issuance of debt from third
party lenders, equity offerings, notes issued to various private individuals and
personal funds advanced from time to time by the majority shareholder, who is
also the President and Chief Executive Officer of the Company.

As of September 30, 2022, we had cash and cash equivalents of $13,054,956 a
working capital of $20,170,386 and an accumulated deficit of $6,416,176.

As of December 31, 2021, we had cash and cash equivalents of $18,018,874, a
working capital of $20,467,429 and an accumulated deficit of $6,627,177.

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.

Critical Accounting Policies, Estimates and Assumptions

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 judgments and estimates.

The discussion and analysis of our financial condition and results of operations
is based upon our 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 nine month period ended September 30, 2022, 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, 2021.




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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.

Off Balance Sheet Transactions

None.

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