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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2024

 

or

 

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

 

For the transition period from to

 

Commission File Number 001-40069

 

AmpliTech Group, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   27-4566352

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

155 Plant Avenue

Hauppauge, NY 11788

(Address of principal executive offices) (Zip Code)

 

(631)-521-7831

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which registered

Common Stock, par value $0.001 per share   AMPG  

The Nasdaq Stock Market LLC

Warrants to Purchase Common Stock   AMPGW  

The Nasdaq Stock Market LLC

 

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. 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). 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:

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    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. ☐

 

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

 

As of August 9, 2024, the registrant had 9,719,613 shares of common stock, par value $0.001 per share, issued and outstanding.

 

 

 

 
 

 

AMPLITECH GROUP, INC.

 

QUARTERLY REPORT ON FORM 10-Q

June 30, 2024

TABLE OF CONTENTS

 

      PAGE
PART I - FINANCIAL INFORMATION    
       
Item 1. Financial Statements (Unaudited)   4
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   33
       
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   39
     
SIGNATURES   40

 

Use of Certain Defined Terms

 

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 “AGTGSS” 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.

 

2

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

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.

 

3

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AmpliTech Group, Inc.

Condensed Consolidated Balance Sheets

 

   June 30,   December 31, 
   2024   2023 
   (Unaudited)     
Assets        
Current Assets          
Cash and cash equivalents  $1,014,204   $6,726,013 
Accounts receivable   1,139,052    2,542,710 
Inventories, net   7,533,637    6,537,578 
Prepaid expenses   1,963,782    1,342,335 
Total Current Assets   11,650,675    17,148,636 
           
Property and equipment, net   2,429,613    2,599,448 
Operating lease right of use assets   3,268,136    3,538,798 
Intangible assets, net   2,909,203    2,984,133 
Goodwill   4,696,883    4,696,883 
Cost method investment   348,250    348,250 
Security deposits   109,480    91,481 
           
Total Assets  $25,412,240   $31,407,629 
           
Liabilities and Stockholders’ Equity          
Current Liabilities          
Accounts payable and accrued expenses  $1,164,201   $846,179 
Customer deposits   15,344    14,239 
Current portion of financing lease obligations   17,208    16,799 
Current portion of operating lease obligations   421,803    541,324 
Current portion of notes payable   36,388    80,841 
Total Current Liabilities   1,654,944    1,499,382 
           
Long-term Liabilities          
Financing lease obligations, net of current portion   23,829    32,537 
Operating lease obligations, net of current portion   3,025,741    3,171,979 
Deferred tax liability   24,000    24,000 
Total Liabilities   4,728,514    4,727,898 
           
Commitments and Contingencies   -    - 
           
Stockholders’ Equity          
Common stock, par value $0.001, 500,000,000 shares authorized, 9,719,613 and 9,714,613 shares issued and outstanding, respectively   9,720    9,715 
Additional paid-in capital   36,675,164    36,439,739 
Accumulated deficit   (16,001,158)   (9,769,723)
           
Total Stockholders’ Equity   20,683,726    26,679,731 
           
Total Liabilities and Stockholders’ Equity  $25,412,240   $31,407,629 

 

See accompanying notes to the condensed consolidated financial statements

 

4

 

 

AmpliTech Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   2024   2023   2024   2023 
   For The Three Months Ended   For The Six Months Ended 
   June 30,   June 30,   June 30,   June 30, 
   2024   2023   2024   2023 
                 
Revenues  $2,527,442   $4,073,231   $4,820,773   $8,185,530 
                     
Cost of Goods Sold   1,470,355    2,152,022    2,881,056    4,401,540 
                     
Gross Profit   1,057,087    1,921,209    1,939,717    3,783,990 
                     
Operating Expenses                     
Selling, general and administrative   2,165,055    1,731,414    4,198,802    3,693,326 
Research and development   460,122    697,905    736,877    1,217,885 
Total Operating Expenses    2,625,177    2,429,319    4,935,679    4,911,211 
                     
Loss From Operations    (1,568,090)   (508,110)   (2,995,962)   (1,127,221)
                     
Other Income (Expenses)                    
Loss on investment in digital assets   -    -    (3,248,911)   - 
Unrealized gain on investments   -    19,056    -    37,602 
Realized gain on investments   -    8,979    25,965    13,807 
Interest Income (expense), net   (8,184)   7,314    (12,527)   21,085 
Total Other Income (Expenses)   (8,184)   35,349    (3,235,473)   72,494 
                     
Net Loss Before Income Taxes   (1,576,274)   (472,761)   (6,231,435)   (1,054,727)
                     
Provision For Income Taxes    -    -    -    - 
                     
Net Loss  $(1,576,274)  $(472,761)  $(6,231,435)  $(1,054,727)
Net Loss Per Share;                    
Basic and diluted   $(0.16)  $(0.05)  $(0.64)  $(0.11)
                     
Weighted Average Common Shares Outstanding;                    
Basic and diluted    9,718,239    9,638,252    9,716,976    9,636,988 

 

See accompanying notes to the condensed consolidated financial statements

 

5

 

 

AmpliTech Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

   Shares   Value   Capital   Deficit   Equity 
   For The Three Months Ended June 30, 2024 
                     
   Common Stock   Additional       Total 
   Number of   Par   Paid-In   Accumulated   Stockholders’ 
   Shares   Value   Capital   Deficit   Equity 
                     
Balance, March 31, 2024   9,717,113   $9,717   $36,578,394   $(14,424,884)  $    22,163,227 
                          
Stock based compensation   -    -    96,773    -    96,773 
                          
Common stock issued for vesting of RSU’s   2,500    3    (3)   -    - 
                          
Net loss for the three months ended June 30, 2024   -    -    -    (1,576,274)   (1,576,274)
                          
Balance, June 30, 2024   9,719,613   $9,720   $36,675,164   $(16,001,158)  $20,683,726 

 

   For The Six Months Ended June 30, 2024 
                     
Balance, December 31, 2023   9,714,613   $9,715   $36,439,739   $(9,769,723)  $26,679,731 
                          
Stock based compensation   -    -    235,430         235,430 
                          
Common stock issued for vesting of RSU’s   5,000    5    (5)   -    - 
                          
Net loss for the six months ended June 30, 2024   -    -    -    (6,231,435)   (6,231,435)
                          
Balance, June 30, 2024   9,719,613   $9,720   $36,675,164   $(16,001,158)  $20,683,726 

 

   For the Three Months Ended June 30, 2023 
                     
   Common Stock   Additional       Total 
   Number of   Par   Paid-In   Accumulated   Stockholders’ 
   Shares   Value   Capital   Deficit   Equity 
                     
Balance, March 31, 2023   9,637,113   $9,637   $36,116,200   $(7,886,250)  $    28,239,587 
                          
Stock based compensation   -    -    64,934    -    64,934 
                          
Common stock issued for vesting of RSU’s   2,500    3    (3)   -    - 
                          
Net loss for the three months ended June 30, 2023   -    -    -    (472,761)   (472,761)
                          
Balance, June 30, 2023   9,639,613   $9,640   $36,181,131   $(8,359,011)  $27,831,760 

 

   For the Six Months Ended June 30, 2023 
                     
Balance, December 31, 2022   9,634,613   $9,635   $36,050,161   $(7,304,284)  $28,755,512 
                          
Stock based compensation   -    -    130,975    -    130,975 
                          
Common stock issued for vesting of RSU’s   5,000    5    (5)        - 
                          
Net loss for the six months ended June 30, 2023   -    -    -    (1,054,727)   (1,054,727)
                          
Balance, June 30, 2023   9,639,613   $9,640   $36,181,131   $(8,359,011)  $27,831,760 

 

See accompanying notes to the condensed consolidated financial statements

 

6

 

 

AmpliTech Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

       
   For The Six Months Ended 
   June 30,   June 30, 
  2024   2023 
Cash Flows from Operating Activities:        
Net loss  $(6,231,435)  $(1,054,727)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   258,445    230,123 
Operating lease costs   270,662    279,655 
Stock based compensation   235,430    130,975 
Gain on termination of right-of-use operating lease   -    (8,461)
Inventory reserve   17,000    - 
Change in fair value of marketable securities   -    (37,602)
Loss on investment of digital assets   3,248,911    - 
Changes in Operating Assets and Liabilities:          
Accounts receivable   1,403,658    (690,186)
Inventories   (1,013,059)   (269,460)
Prepaid expenses   (621,447)   (829,565)
Security deposits   (17,999)   21,704 
Accounts payable and accrued expenses   318,022    1,199,611 
Operating lease obligations   (265,759)   (266,060)
Customer deposits   1,105    37,107 
Net cash used in operating activities   (2,396,466)   (1,256,886)
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   (13,680)   (776,507)
Net investment in marketable securities   -    (2,771,185)
Purchase of investment in digital assets   (3,248,911)   - 
Net cash used in investing activities   (3,262,591)   (3,547,692)
           
Cash Flows from Financing Activities:          
Repayment on financing lease liabilities   (8,299)   (25,378)
Repayment of notes payable   (44,453)   (80,296)
Payment of revenue earnout   -    (2,180,826)
Net cash used in financing activities   (52,752)   (2,286,500)
           
Net change in cash and cash equivalents   (5,711,809)   (7,091,078)
           
Cash and Cash Equivalents, Beginning of the Period   6,726,013    13,290,222 
           
Cash and Cash Equivalents, End of the Period  $1,014,204   $6,199,144 
           
 Supplemental disclosures:          
Cash paid for interest expense  $14,595   $14,432 
Cash paid for income taxes  $-   $50 
           
Non-Cash Investing and Financing Activities:          
Common Stock issued on vesting of RSUs  $5   $5 
Gain on termination of right-of-use operating lease  $-   $8,461 
Disposal of property and equipment  $61,133   $

-

 

 

See accompanying notes to the condensed consolidated financial statements

 

7

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

(1) Organization and Business Description

 

AmpliTech Group, Inc. (“AmpliTech” or the “Company”) was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech, Inc., by issuing 833,750 shares of the Company’s common stock to the shareholders of AmpliTech, Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (the “Share Exchange”). After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 893,750 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. The capital balances have been retroactively adjusted to reflect the reverse acquisition.

 

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.

 

On September 12, 2019, AmpliTech Group, Inc. acquired the assets of Specialty Microwave Corporation (“Specialty”), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty.

 

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.

 

On February 17, 2021, AmpliTech Group, Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021 as of 12:01 a.m., Eastern Time. In connection with the public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant.

 

In 2021, the Company opened AGMDC, 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. 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 a wider base of customers requiring high technology in smaller packages.

 

8

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

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 would acquire 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, AmpliTech Group’s True G Speed Services (AGTGSS) division was founded to serve and provide complete system integration and ORAN compliant O-RU’s (Radio Units) for telcos, enabling the industry to access ‘True 5G Speeds’. AGTGSS provides Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation of Private 5G Networks (P5G) which includes the deployment of AmpliTech Group’s developed radio units. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 

(2) Loss on Investment of Digital Assets

 

During the three months ended March 31, 2024, the Company made several transactions in digital currency in the total amount of approximately $3.25 million. The Company believes that it was fraudulently induced to hold its digital currency with a custodian whom the Company believed to be valid, but no longer exists. The Company is taking steps in an attempt to seek recovery of the funds including discussions with local, federal, and international law enforcement agencies and private consultants and is currently conducting a review of its processes and procedures related to this investment. At the present time, the Company is not aware of, and does not expect any additional losses arising out or relating to the above-described investment. In addition, the Company does not believe that the Company’s systems, records, or other assets were otherwise affected or compromised in connection with these investments.

 

As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the six months ended June 30, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of June 30, 2024, the remaining balance of digital assets was $0.

 

9

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

(3) Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying condensed consolidated financial statements have been prepared using the accrual basis of accounting.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2024 the Company’s cash and cash equivalents were deposited in four financial institutions.

 

The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2024 and December 31, 2023, the Company had $434,792 and $3,170,500 in excess of FDIC insured limits, respectively. The Company has not experienced any losses in such accounts.

 

Accounts Receivable

 

Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, “Financial Instruments – Credit Losses,” the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information.

 

An allowance of $ 0 has been recorded at June 30, 2024 and December 31, 2023, respectively.

 

10

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Inventories

 

Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

 

Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold.

 

As of June 30, 2024 and December 31, 2023 the reserve for inventory obsolescence was $1,163,000 and $1,146,000, respectively.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

 

Property and equipment are depreciated as follows:

 

Schedule of property and equipment depreciated 

Description   Useful Life   Method
Office equipment   3 to 7 years   Straight-line
Machinery/shop equipment   7 to 15 years   Straight-line
Computer equipment/software   1 to 7 years   Straight-line
Vehicles   5 years   Straight-line
Leasehold improvements    7 years   Straight-line

 

Intangible Assets

 

Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Indefinite-lived intangible assets are not subject to amortization.

 

Intangible assets are amortized as follows:

 

Schedule of Intangible Assets 

Description   Useful Life   Method
Trade names   Indefinite   N/A
Customer relationships   15 to 20 years   Straight-line
Intellectual property   15 years   Straight-line

 

11

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Long-Lived Assets

 

The Company reviews the carrying value of long-lived assets such property and equipment, right-of-use (“ROU”) assets, and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

 

The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of long-lived assets.

 

Goodwill and Indefinite-Lived Intangible Assets

 

We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair value of net tangible and identifiable intangible assets acquired.

 

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative assessment, based on management’s judgment.

 

If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount of the reporting unit and indefinite-lived assets exceed their fair value, the reporting unit and indefinite-lived assets are considered to be impaired, and an impairment charge is recognized for the difference.

 

12

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets.

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of indefinite-lived intangible assets.

 

Investment Policy-Cost Method

 

Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at June 30, 2024 and December 31, 2023, respectively. (see Note 9). These investments are included in other assets on the consolidated balance sheets. There were no indicators of impairment during the three months ended June 30, 2024 and the year ended December 31, 2023.

 

Investment in Digital Assets

 

We account for all digital assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company presents digital assets separately from other intangible assets, recorded as digital assets on the condensed consolidated balance sheets. The digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses incurred since acquisition.

 

13

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We performed an analysis this quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

 

Leases

 

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks.

 

Revenue Recognition

 

We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps:

 

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.

 

14

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

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 June 30, 2024 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. We 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.

 

Cost of Sales

 

We include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production supplies in cost of sales.

 

Shipping and Handling

 

Shipping and handling charges are generally incurred at the customer’s expense. However, when billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

 

Research and Development

 

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

 

Research and development costs for the six months ended June 30, 2024 and 2023 were $736,877 and $1,217,885, respectively.

 

15

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Income Taxes

 

The Company’s deferred tax assets and liabilities for the expected future tax consequences of events have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At June 30, 2024 and December 31, 2023, the Company had no material unrecognized tax benefits.

 

Earnings Per Share

 

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be anti-dilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. As of June 30, 2024 and 2023, there were 4,597,942 and 4,242,442, respectively, potential common share equivalents from stock options excluded from the diluted loss per share calculations as their effect is anti-dilutive.

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

 

Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

 

Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly.

 

Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.

 

Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest.

 

16

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable.

 

The Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions in order to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

 

17

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement and does not expect the adoption to have a material impact on our results of operation, financial position or cash flow.

 

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

 

(4) Revenues

 

The following table presents sales disaggregated based on geographic regions and for the three and six months ended:

 

Schedule of disaggregated revenue 

       
   Three months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $705,794   $1,445,063 
International sales   56,470    317,514 
Total sales  $762,264   $1,762,577 
           
Spectrum          
Domestic sales  $1,359,811   $1,497,917 
International sales   405,367    812,737 
Total sales  $1,765,178   $2,310,654 
           
Total sales  $2,527,442   $4,073,231 

 

18

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

       
   Six months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $1,383,976   $2,468,059 
International sales   419,155    516,717 
Total sales  $1,803,131   $2,984,776 
           
Spectrum          
Domestic sales  $2,141,925   $3,373,860 
International sales   875,717    1,826,894 
Total sales  $3,017,642   $5,200,754 
           
Total sales  $4,820,773   $8,185,530 

 

(5) Segment Reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company has two reportable segments, the manufacturing and engineering segment, which is operated by AmpliTech Inc. and Specialty Microwave: and the distribution segment, which is operated by Spectrum. The manufacturing and engineering segment assembles microwave components, and the distribution segment is a global distributor of integrated circuits packages and lids. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate” below and include costs associated with executive management, financing activities and public company compliance.

 

19

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The following table presents summary information by segment for the three months ended June 30, 2024:

 

Schedule of Segment Reporting 

   Manufacturing
and Engineering
   Distribution   Corporate   Total 
Revenue  $762,264   $1,765,178    -   $2,527,442 
Cost of Goods Sold   623,830    846,525    -    1,470,355 
Net Income (Loss)   (1,314,836)   253,081    (514,519)   (1,576,274)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   100,400    28,922    -    129,322 
Interest Expense, net   5,847    -    2,337    8,184 

 

The following table presents summary information by segment for the six months ended June 30, 2024:

 

   Manufacturing and Engineering   Distribution   Corporate   Total 
Revenue  $1,803,131   $3,017,642    -   $4,820,773 
Cost of Goods Sold   1,399,301    1,481,755    -    2,881,056 
Net Income (Loss)   (2,319,810)   204,134    (4,115,759)   (6,231,435)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   200,601    57,844    -    258,445 
Interest Expense, net   7,527    -    5,000    12,527 

 

20

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

(6) Inventories

 

The inventory consists of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Inventory 

   June 30, 2024   December 31, 2023  
         
Raw Materials  $1,364,072   $959,645 
Work-in Progress   120,119    51,140 
Finished Goods   7,212,446    6,672,793 
Subtotal  $8,696,637   $7,683,578 
Less: Reserve for Obsolescence   (1,163,000)   (1,146,000)
           
Total  $7,533,637   $6,537,578 

 

(7) Property and Equipment

 

Property and Equipment consisted of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Property and Equipment 

   June 30, 2024   December 31, 2023 
         
Lab Equipment  $3,400,207   $3,400,207 
Manufacturing Equipment   129,745    129,745 
Automobiles   7,335    7,335 
Computer Equipment and Software   146,785    194,238 
Leasehold Improvements   84,172    84,172 
Furniture and Fixtures   170,643    170,643 
           
Subtotal   3,938,887    3,986,340 
Less: Accumulated Depreciation   (1,509,274)   (1,386,892)
           
Total  $2,429,613   $2,599,448 

 

Depreciation expense for the three months ended June 30, 2024 and 2023 was $91,857 and $78,212 respectively, of which $71,123 and $58,526, respectively were included in cost of goods sold.

 

21

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Depreciation expense for the six months ended June 30, 2024 and 2023 was $183,515 and $155,304 respectively, of which $142,247 and $116,420, respectively were included in cost of goods sold.

 

Property and equipment purchased in the amount of $234,036 under financing leases is included in the totals above. As of June 30, 2024 and 2023, the outstanding balance of the financing leases were $41,037 and $57,438, respectively.

 

Disposal of property and equipment as of June 30, 2024 was $61,133.

 

(8) Goodwill and Intangible Assets

 

Goodwill

 

Goodwill is related to the acquisition of Spectrum Semiconductor Materials Inc. on December 15, 2021. Goodwill is primarily related to expected improvements and technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. Goodwill is generally not amortizable for tax and financial statement purposes. As of June 30, 2024 and December 31, 2023, goodwill was $4,696,883, respectively.

 

Other Intangible Assets

 

Intangible assets with an estimated useful life of fifteen and twenty years consisted of the following at June 30, 2024:

 

Schedule of Intangible Assets 

   Gross Carrying Amount   Accumulated Amortization   Net   Weighted Average Life 
Trade name  $584,517   $-   $584,517    Indefinite 
Customer relationships   2,591,491    404,521    2,186,970    16.31 
Intellectual Property   202,771    65,055    137,716    10.21 
                     
Total  $3,378,779   $469,576   $2,909,203      

 

Amortization expense for the three months ended June 30, 2024 and 2023 was $37,465 and $37,466, respectively.

 

Amortization expense for the six months ended June 30, 2024 and 2023 was $74,930 and $74,819, respectively.

 

22

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Annual amortization of intangible assets are as follows:

 

Schedule of Amortization of Assets 

      
2024-remaining   75,043 
2025   149,974 
2026   149,974 
2027   149,974 
2028   149,974 
Thereafter   1,649,747 
Total  $2,324,686 

 

(9) Cost Method Investment

 

On June 10, 2021, the Company entered into a membership interest purchase agreement with SN2N, LLC for an aggregate purchase price of $350,000, to be paid in four tranches. Each tranche represented a 5% membership interest, and in aggregate a 20% membership interest. On June 15, 2022, an amendment to the membership interest purchase agreement was made to reflect a 19.9% membership interest. In light of this amendment, the Company overpaid $1,750 for the membership interest and was subsequently reimbursed. As of June 30, 2024, the Company has made an investment of $348,250 for a 19.9% membership interest.

 

(10) Leases

 

The following was included in our balance sheet as of June 30, 2024:

 

Schedule of Lease Assets and Liabilities 

   June 30, 2024 
Operating leases     
Assets     
ROU operating lease assets  $3,268,136 
      
Liabilities     
Current portion of operating lease  $421,803 
Operating lease, net of current portion  $3,025,741 
Total operating lease liabilities  $3,447,544 
      
Financing leases     
Assets     
Property and equipment, gross  $234,036 
 Accumulated depreciation   (171,068)
Property and equipment, net  $62,968 
      
Liabilities     
Current portion of financing lease  $17,208 
Financing lease, net of current portion  $23,829 
Total financing lease liabilities  $41,037 

 

23

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The weighted average remaining lease term and weighted average discount rate at June 30, 2024 are as follows:

 

Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate 

Weighted average remaining lease term (years)  June 30, 2024 
Operating leases   9.22 
Financing leases   2.51 
Weighted average discount rate     
Operating leases   4.47%
Financing leases   4.70%

 

Financing Lease

 

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 June 30, 2024:

 

Schedule Of Future Minimum Lease Payments For Finance Lease 

      
2024-remaining   9,384 
2025   18,195 
2026   11,982 
2027   3,994 
Total lease payments   43,555 
Less imputed interest   (2,518)
Total lease obligations   41,037 
Less current obligations   (17,208)
Long-term lease obligations  $23,829 

 

24

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Operating Leases

 

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 $90,000 and 3% increase in each successive lease year beginning in 2021. 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 as of December 31, 2022. On April 13, 2023, this lease was terminated subject to the terms of a Surrender Agreement between the Company and landlord. As a result, a gain on termination of right-of-use operating lease was recognized of $8,461.

 

On November 27, 2019, 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 $24,234 for the first 12 months and increase by approximately 3% every year.

 

On October 15, 2021, the Company entered a new lease for a 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 $346,242 shall increase at a rate of 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 $86,560. The Company moved into the new manufacturing and headquarters facility April 1, 2022.

 

On August 9, 2023, the Company entered a 39-month agreement for $20,880 to lease an automobile with a monthly payment of $605.

 

On January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month. The yearly base rent of $53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter. The first month’s rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months of rent as a security deposit and one month’s rent totaling $17,999. As of June 30, 2024, the new MMIC division facility lease had not yet commenced, as the Company did not have the right to obtain substantially all the economic benefits from the use of the asset or the right to direct the use of the asset. The Company moved into the new facility on August 1, 2024.

 

25

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The following table reconciles future minimum operating lease payments to the discounted lease liability as of June 30, 2024:

 

Schedule of Future Minimum Operating Lease Payments 

      
2024 remaining   349,808 
2025   407,581 
2026   389,397 
2027   393,899 
2028   404,721 
Thereafter   2,313,460 
Total lease payments   4,258,866 
Less imputed interest   (811,322)
Total lease obligations   3,447,544 
Less current obligations   (421,803)
Long-term lease obligations  $3,025,741 

 

(11) Notes Payable

 

Promissory Note:

 

On September 12, 2019, AmpliTech Group, Inc. acquired Specialty, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213 with a final payment due October 1, 2024 of $9,203. As of June 30, 2024, the balance of this promissory note was $36,388. Principal payments of $44,453 along with interest expense of $1,615 were paid during the six months ended June 30, 2024.

 

26

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Loan Payable:

 

On September 12, 2019, the Company was approved for a $250,000 equipment leasing facility which was subsequently increased to $500,000. The Company has borrowed against the leasing facility as follows:

 

On May 14, 2020, the Company borrowed $27,494 to be paid over a three-year term with monthly payments of $815 at an interest rate of 4.27%. The balance as of June 30, 2024 and 2023 was $0. Principal payments of $0 and $3,230, were paid for the six months ended June 30, 2024 and 2023, respectively. Total interest expense paid for the six months ended June 30, 2024 and 2023 was $0 and $30, respectively. This loan was paid in full in April 2023.

 

On June 10, 2020, the Company borrowed $41,015 to be paid over a three-year term with monthly payments of $1,216 at an interest rate of 4.28%. The balance as of June 30, 2024 and 2023 was $0. Principal payments of $0 and $6,012 were made for the six months ended June 30, 2024 and 2023, respectively. Total interest expense paid for the six months ended June 30, 2024 and 2023 was $0 and $68, respectively. This loan was paid in full in May 2023.

 

As of March 14, 2023, the Company closed the equipment line of credit of $500,000, which had $0 balance. All UCC filings on the Company assets have been released as well as the President’s personal guarantee.

 

In January 2022, the Company purchased machinery for $91,795, applying a deposit of $9,180 and financing the balance of $82,616 over 24 payments at an interest rate of 1.90%. The balance as of June 30, 2024 and 2023 was $0 and $20,949, respectively. Principal payments of $0 and $20,751 and interest expense of $0 and $314 were paid for the six months ended June 30, 2024 and 2023, respectively.

 

Future principal payments over the term of the loans as of June 30, 2024 are as follows:

 

Schedule of Future Principal and Interest Payments 

   Payments 
2024 remaining  $36,388 
Total remaining payments  $36,388 

 

27

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

(12) Stockholders’ Equity

 

The total number of shares of stock this Corporation is authorized to issue shall be five hundred one million (501,000,000) shares, par value $0.001 per share. Our authorized capital stock consists of 500,000,000 shares of common stock and 1,000,000 shares of blank check preferred stock.

 

Preferred Stock

 

On July 10, 2013, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 500,000 shares of Preferred Stock, par value $0.001 per share. On October 7, 2020, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the total number of authorized shares of Preferred Stock to 1,000,000 shares, $0.001 per share.

 

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 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.

 

28

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Common Stock:

 

The Company originally authorized 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 50,000,000 to 500,000,000.

 

On February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ.

 

2020 Equity Incentive Plan:

 

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.

 

In 2023, the Board and the shareholders adopted the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated Plan”), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common stock.

 

As of June 30, 2024, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remains 811,500 shares of common stock available for future issuance under the 2020 Plan

 

Stock Options:

 

On January 9, 2024, the Company granted a consultant, ten-year stock options to purchase 2,500 shares of common stock according to the Company’s 2020 Plan. The stock options vested immediately, with an exercise price of $1.86 per share. The Company has calculated these options estimated fair market value at $3,800 using the Black-Scholes model, with the following assumptions: expected term of 5.00 years, stock price of $1.86, exercise price of $1.86, volatility of 116.1%, risk-free rate of 3.97%, and no forfeiture rate.

 

On January 16, 2024, the Company granted an employee ten-year stock options to purchase 5,000 shares of common stock according to the Company’s 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on April 16, 2024, with an exercise price of $1.93 per share. The Company has calculated these options estimated fair market value at $8,800 using the Black-Scholes model, with the following assumptions: expected term of 7.51 years, stock price of $1.93, exercise price of $1.93, volatility of 120.1%, risk-free rate of 4.01%, and no forfeiture rate.

 

29

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

On January 16, 2024, the Company granted an independent contractor ten-year stock options to purchase 50,000 shares of common stock according to the Company’s 2020 Plan. 20,000 stock options vested immediately and the balance of 30,000 shall vest in equal quarterly installments over three years commencing on June 30, 2024, with an exercise price of $2.19 per share. The Company has calculated these options estimated fair market value at $98,600 using the Black-Scholes model, with the following assumptions: expected term of 10.00 years, stock price of $2.19, exercise price of $2.19, volatility of 123.0%, risk-free rate of 4.07%, and no forfeiture rate.

 

Below is a table summarizing the changes in stock options outstanding for the six months ended June 30, 2024:

 

Schedule of Stock Options Outstanding 

   Number of   Weighted Average 
   Options   Exercise Price ($) 
Outstanding at December 31, 2023   1,236,000   $2.30 
Granted   57,500   $2.15 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   1,293,500   $2.30 
Exercisable at June 30, 2024   604,810   $2.76 

 

Stock-based compensation expense related to stock options of $91,901 and $225,687 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested stock options is $1,140,807 and is expected to be recognized over 4.55 years. The outstanding stock options have a weighted average remaining contractual life of 4.97 years and a total intrinsic value of $0.

 

30

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Warrants:

 

Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2024:

 

Schedule of Warrants Outstanding 

   Number of   Weighted Average 
   Warrants   Exercise Price ($) 
Outstanding at December 31, 2023   3,296,942   $7.83 
Granted   -    - 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   3,296,942   $7.83 
Exercisable at June 30, 2024   3,296,942   $7.83 

 

Stock-based compensation expense related to warrants of $0 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted average remaining contractual life of 1.73 years and a total intrinsic value of $0.

 

31

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Restricted Stock Units:

 

On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting will occur in equal quarterly installments of 2,500 shares beginning on May 20, 2022. As of June 30, 2024, 15,000 shares of common stock were issued.

 

Below is a table summarizing the changes in restricted stock units outstanding for the six months ended June 30, 2024:

 

Schedule of Changes in Restricted Stock Units Outstanding 

   Number of   Weighted Average 
   RSU’s   Exercise Price ($) 
Outstanding at December 31, 2023   12,500    1.96 
Granted   -    - 
Exercised   (5,000)  $1.96 
Expired   -    - 
Outstanding at June 30, 2024   7,500   $1.96 
Exercisable at June 30, 2024   -    - 

 

Stock-based compensation expense related to restricted stock units of $4,871 and $9,742 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested restricted stock units is $17,503. The outstanding restricted stock units have a weighted average remaining contractual life of .64 years and a total intrinsic value of $0.

 

(13) Subsequent events

 

On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, with an origination fee of $26,000. The loan is payable within 76 weeks through 38 bi-weekly payments of $44,816 and bears an annual interest rate of 21.2%. The loan is secured by the Company’s assets through a UCC filing. Proceeds from the business loan will be used for working capital and 5G licensing and certification fees.

 

On July 26,2024, the Company’s AGTGSS division entered into a licensing product agreement with a leading radio contract manufacturing company. Under the terms of the agreement, the licensor agreed to an exclusive United States distribution and global licensing rights for certain 5G telecom equipment for 18 months for the purpose of marketing, selling, renting, deployment and maintenance of the licensed products with the Company.

 

For these services, the Company will pay the Licensor certain software IP license fees in the amount of $1,250,000. In addition, the licensor may provide certain product certification support for certain fees.

 

32

 

 

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.

 

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 the Company’s divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center (“AGMDC”) and AmpliTech Group True G Speed Services (‘AGTGSS”).

 

AmpliTech, Inc. 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.

 

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, we formed our AGTGSS division to enable “true G speeds” to the industry. AGTGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS 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.

 

33

 

 

Loss on Investment of Digital Assets

 

During the three months ended March 31, 2024, the Company made several transactions in digital currency in the total amount of approximately $3.25 million. The Company believes that it was fraudulently induced to hold its digital currency with a custodian whom the Company believed to be valid, but no longer exists. The Company is taking steps in an attempt to seek recovery of the funds including discussions with local, federal, and international law enforcement agencies and private consultants and is currently conducting a review of its processes and procedures related to this investment. At the present time, the Company is not aware of, and does not expect any additional losses arising out or relating to the above described investment. In addition, the Company does not believe that the Company’s systems, records, or other assets were otherwise affected or compromised in connection with these investments.

 

As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the six months ended June 30, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of June 30, 2024, the remaining balance of digital assets was $0.

 

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.

 

Results of Operations

 

For the Three Months Ended June 30, 2024 and June 30, 2023

 

Revenues

 

Sales decreased from $4,073,231 for the three months ended June 30, 2023, to $2,527,442 for the three months ended June 30, 2024, a decrease of $1,545,789 or approximately 37.95%. Sales in the amplifier and related passive microwave components and subsystems division decreased by $1,003,313, or 56.75%, while Spectrum sales decreased by $545,476, or 23.61%. This decline is attributable to a decrease in sales from both domestic and international customers because of global economic uncertainty. The global recession and adverse market conditions are affecting our business in terms of lost revenue.

 

Cost of Goods Sold and Gross Profit

 

Cost of goods sold decreased from $2,152,022 for the three months ended June 30, 2023, to $1,470,355 for the three months ended June 30, 2024, a decrease of $681,667 or 31.68%. Overall, this decrease is directly related to the decline in sales. As a result, gross profit was $1,057,087 for the three months ended June 30, 2024, compared to $1,921,209 for the three months ended June 30, 2023, a decrease of $864,122, or 44.98%. Overall, gross profit as a percentage of sales decreased to 41.82% from 47.17%, because of decreased sales and fulfilling sales orders with lower gross margins.

 

34

 

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses increased to $2,165,055 for the three months ended June 30, 2024, from $1,731,414 for the three months ended June 30, 2023, an increase of $433,641 or approximately 25.05%. This increase represents primarily an increase in legal, consulting and accounting fees, primarily related to the fraudulent digital currency transaction.

 

Research and Development Expenses

 

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

 

Research and development costs for the three months ended June 30, 2024, and 2023, were $460,122 and $697,905, respectively, a decrease of $237,783, or 34.07%, resulting from a decrease in consulting expenses as the major MMIC development efforts have been completed.

 

Loss From Operations

 

As a result of the above, the Company reported a loss from operations of $1,568,090 and $508,110 for the three months ended June 30, 2024, and 2023, respectively.

 

Other Income (Expenses)

 

The Company recorded interest expense, net of $8,184 and interest income, net of $7,314 for the three months ended June 30, 2024, and 2023.

 

Due to market fluctuations, the Company recorded an unrealized gain on investments of $19,056 and a realized gain on investments of $8,979 for the three months ended June 30, 2023.

 

Net Loss

 

The Company reported a net loss of $1,576,274 and $472,761 for the three months ended June 30, 2024 and 2023.

 

For the Six Months Ended June 30, 2024 and June 30, 2023

 

Revenues

 

Sales decreased from $8,185,530 for the six months ended June 30, 2023, to $4,820,773 for the six months ended June 30, 2024, a decrease of $3,364,757 or approximately 41.11%. Sales in the amplifier and related passive microwave components and subsystems division decreased by $1,181,645, or 39.59%. Spectrum sales decreased by $2,183,112, or 41.98%. This decline is attributable to a decrease in sales from both domestic and international customers because of global economic uncertainty. The global recession and adverse market conditions are affecting our business in terms of lost revenue.

 

Cost of Goods Sold and Gross Profit

 

Cost of Goods Sold decreased from $4,401,540 for the six months ended June 30, 2023, to $2,881,056 for the six months ended June 30, 2024, a decrease of $1,520,484 or 34.54%. Overall, this decrease is directly related to the decline in sales. As a result, gross profit was $1,939,717 for the six months ended June 30, 2024, compared to $3,783,990 for the six months ended June 30, 2023, a decrease of $1,844,273, or 48.74%. Overall, gross profit as a percentage of sales decreased from 46.23% to 40.24%.

 

35

 

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses increased to $4,198,802 for the six months ended June 30, 2024, from $3,693,326 for the six months ended June 30, 2023, an increase of $505,476 or approximately 13.69%. This increase represents primarily an increase in legal, consulting and accounting fees, primarily related to the fraudulent digital currency transactions.

 

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 six months ended June 30, 2024, and 2023, were $736,877 and $1,217,885, respectively, a decrease of $481,008 or 39.50%, resulting from a decrease in consulting expenses as the major MMIC development efforts have been completed.

 

Loss From Operations

 

As a result of the above, the Company reported a loss from operations of $2,995,962 and $1,127,221 for the six months ended June 30, 2024 and 2023, respectively.

 

Other Income (Expenses)

 

The Company recorded net interest expense of $12,527 and net interest income of $21,085 for the six months ended June 30, 2024 and 2023.

 

Due to market fluctuations, the Company recorded an unrealized gain on investments of $37,602 for the six months ended June 30, 2023. In addition, the Company recorded a realized gain on investments of $25,965 and $13,807, respectively for the six months ended June 30, 2024 and 2023.

 

As a result of the fraudulent digital currency transactions noted above, during the six months ended June 30, 2024, the Company recorded an impairment loss of $3,248,911 related to digital assets.

 

Net Loss

 

The Company reported a net loss of $6,231,435 and $1,054,727 for the six months ended June 30, 2024 and 2023, respectively.

 

Liquidity and Capital Resources

 

Operating Activities

 

The net cash used in operating activities for the six months ended June 30, 2024, was $ 2,396,466 resulting primarily from the net loss and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits and operating lease obligations.

 

The net cash used in operating activities for the six months ended June 30, 2023, was $1,256,886 resulting primarily from the net loss and operating changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses and operating lease obligations.

 

36

 

 

Investing Activities

 

The net cash used in investing activities for the six months ended June 30, 2024, was $3,262,591 for the purchase of equipment and investment in digital assets.

 

The net cash used in investing activities for the six months ended June 30, 2023, was $3,547,692 of which $776,507 related to the purchase of equipment and $2,771,185 for the net purchases of marketable securities.

 

Financing Activities

 

The net cash used in financing activities for the six months ended June 30, 2024, was $52,752, resulting primarily from the repayments of notes payable and financing lease liabilities.

 

The net cash used in financing activities for the six months ended June 30, 2023, was $2,286,500, resulting primarily from the repayments of notes payable, financing lease liabilities, and the revenue earnout.

 

As of June 30, 2024, we had cash and cash equivalents of $1,014,204, working capital of $9,995,731, and an accumulated deficit of $16,001,158.

 

As of December 31, 2023, we had cash and cash equivalents of $6,726,013, working capital of $15,649,254, and an accumulated deficit of $9,769,723.

 

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 to be provided from operations, cash on hand and current working capital, will be sufficient to fund our operations for the next twelve months.

 

On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, with an origination fee of $26,000. The loan is payable within 76 weeks through 38 bi-weekly payments of $44,816 and bears an annual interest rate of 21.2%. The loan is secured by the Company’s assets through a UCC filing. Proceeds from the business loan will be used for working capital and 5G licensing and certification fees.

 

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 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 six-month period ended June 30, 2024, 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, 2023.

 

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.

 

37

 

 

Off Balance Sheet Transactions

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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 June 30, 2024, 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.

 

Changes in Internal Control over Financial Reporting

 

There were 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. Please refer to the March 31, 2024 10Q filed on May 28, 2024.

 

38

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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.

 

Item 1A. Risk Factors.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

(a) Exhibits

 

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   Inline XBRL Instance Document
101. SCH   Inline XBRL Taxonomy Extension Schema Document
101. CAL   Inline XBRL Taxonomy Extension Calculation Link base Document
101. DEF   Inline XBRL Taxonomy Extension Definition Link base Document
101. LAB   Inline XBRL Taxonomy Extension Label Link base Document
101. PRE   Inline XBRL Taxonomy Extension Presentation Link base Document
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

39

 

 

SIGNATURES

 

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.

 

  AmpliTech Group, Inc.
     
Date: August 14, 2024 By: /s/ Fawad Maqbool
    Fawad Maqbool
    President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 14, 2024 By: /s/ Louisa Sanfratello
   

Louisa Sanfratello

    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

40

 

 

EXHIBIT 31.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, Fawad Maqbool, certify that:

 

1. I have reviewed the quarterly report on Form 10-Q of AmpliTech Group, Inc.(the “registrant”) for the quarter ended June 30, 2024;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s), and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s), and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 14, 2024 By: /s/ Fawad Maqbool
    Fawad Maqbool
    President and Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, Louisa Sanfratello, certify that:

 

1. I have reviewed the quarterly report on Form 10-Q of AmpliTech Group, Inc. (the “registrant”) for the quarter ended June 30, 2024;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s), and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer, and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 14, 2024 By: /s/ Louisa Sanfratello
   

Louisa Sanfratello

    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Fawad Maqbool, the President and Chief Executive Officer of AmpliTech Group, Inc. (the “Registrant”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: August 14, 2024 By: /s/ Fawad Maqbool
    Fawad Maqbool
   

President and Chief Executive Officer

    (Principal Executive Officer)

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Louisa Sanfratello, Chief Financial Officer of AmpliTech Group, Inc. (the “Registrant”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge, the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Dated: August 14, 2024 By: /s/ Louisa Sanfratello
   

Louisa Sanfratello

    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

v3.24.2.u1
Cover - $ / shares
6 Months Ended
Jun. 30, 2024
Aug. 09, 2024
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-40069  
Entity Registrant Name AmpliTech Group, Inc.  
Entity Central Index Key 0001518461  
Entity Tax Identification Number 27-4566352  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 155 Plant Avenue  
Entity Address, City or Town Hauppauge  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11788  
City Area Code (631)  
Local Phone Number 521-7831  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   9,719,613
Entity Listing, Par Value Per Share $ 0.001  
Common Stock, par value $0.001 per share    
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol AMPG  
Security Exchange Name NASDAQ  
Warrants to Purchase Common Stock    
Title of 12(b) Security Warrants to Purchase Common Stock  
Trading Symbol AMPGW  
Security Exchange Name NASDAQ  
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 1,014,204 $ 6,726,013
Accounts receivable 1,139,052 2,542,710
Inventories, net 7,533,637 6,537,578
Prepaid expenses 1,963,782 1,342,335
Total Current Assets 11,650,675 17,148,636
Property and equipment, net 2,429,613 2,599,448
Operating lease right of use assets 3,268,136 3,538,798
Intangible assets, net 2,909,203 2,984,133
Goodwill 4,696,883 4,696,883
Cost method investment 348,250 348,250
Security deposits 109,480 91,481
Total Assets 25,412,240 31,407,629
Current Liabilities    
Accounts payable and accrued expenses 1,164,201 846,179
Customer deposits 15,344 14,239
Current portion of financing lease obligations 17,208 16,799
Current portion of operating lease obligations 421,803 541,324
Current portion of notes payable 36,388 80,841
Total Current Liabilities 1,654,944 1,499,382
Long-term Liabilities    
Financing lease obligations, net of current portion 23,829 32,537
Operating lease obligations, net of current portion 3,025,741 3,171,979
Deferred tax liability 24,000 24,000
Total Liabilities 4,728,514 4,727,898
Commitments and Contingencies
Stockholders’ Equity    
Common stock, par value $0.001, 500,000,000 shares authorized, 9,719,613 and 9,714,613 shares issued and outstanding, respectively 9,720 9,715
Additional paid-in capital 36,675,164 36,439,739
Accumulated deficit (16,001,158) (9,769,723)
Total Stockholders’ Equity 20,683,726 26,679,731
Total Liabilities and Stockholders’ Equity $ 25,412,240 $ 31,407,629
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 9,719,613 9,714,613
Common stock, shares outstanding 9,719,613 9,714,613
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Revenues $ 2,527,442 $ 4,073,231 $ 4,820,773 $ 8,185,530
Cost of Goods Sold 1,470,355 2,152,022 2,881,056 4,401,540
Gross Profit 1,057,087 1,921,209 1,939,717 3,783,990
Operating Expenses        
Selling, general and administrative 2,165,055 1,731,414 4,198,802 3,693,326
Research and development 460,122 697,905 736,877 1,217,885
Total Operating Expenses 2,625,177 2,429,319 4,935,679 4,911,211
Loss From Operations (1,568,090) (508,110) (2,995,962) (1,127,221)
Other Income (Expenses)        
Loss on investment in digital assets (3,248,911)
Unrealized gain on investments 19,056 37,602
Realized gain on investments 8,979 25,965 13,807
Interest Income (expense), net (8,184) 7,314 (12,527) 21,085
Total Other Income (Expenses) (8,184) 35,349 (3,235,473) 72,494
Net Loss Before Income Taxes (1,576,274) (472,761) (6,231,435) (1,054,727)
Provision For Income Taxes
Net Loss $ (1,576,274) $ (472,761) $ (6,231,435) $ (1,054,727)
Net Loss Per Share - Basic $ (0.16) $ (0.05) $ (0.64) $ (0.11)
Net Loss Per Share - Diluted $ (0.16) $ (0.05) $ (0.64) $ (0.11)
Weighted Average Common Shares Outstanding - Basic 9,718,239 9,638,252 9,716,976 9,636,988
Weighted Average Common Shares Outstanding - Diluted 9,718,239 9,638,252 9,716,976 9,636,988
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 9,635 $ 36,050,161 $ (7,304,284) $ 28,755,512
Balance, shares at Dec. 31, 2022 9,634,613      
Stock based compensation 130,975 130,975
Common stock issued for vesting of RSU’s $ 5 (5)  
Common stock issued for vesting of RSU's, shares 5,000      
Net loss (1,054,727) (1,054,727)
Balance at Jun. 30, 2023 $ 9,640 36,181,131 (8,359,011) 27,831,760
Balance, shares at Jun. 30, 2023 9,639,613      
Balance at Mar. 31, 2023 $ 9,637 36,116,200 (7,886,250) 28,239,587
Balance, shares at Mar. 31, 2023 9,637,113      
Stock based compensation 64,934 64,934
Common stock issued for vesting of RSU’s $ 3 (3)
Common stock issued for vesting of RSU's, shares 2,500      
Net loss (472,761) (472,761)
Balance at Jun. 30, 2023 $ 9,640 36,181,131 (8,359,011) 27,831,760
Balance, shares at Jun. 30, 2023 9,639,613      
Balance at Dec. 31, 2023 $ 9,715 36,439,739 (9,769,723) 26,679,731
Balance, shares at Dec. 31, 2023 9,714,613      
Stock based compensation 235,430   235,430
Common stock issued for vesting of RSU’s $ 5 (5)
Common stock issued for vesting of RSU's, shares 5,000      
Net loss (6,231,435) (6,231,435)
Balance at Jun. 30, 2024 $ 9,720 36,675,164 (16,001,158) 20,683,726
Balance, shares at Jun. 30, 2024 9,719,613      
Balance at Mar. 31, 2024 $ 9,717 36,578,394 (14,424,884) 22,163,227
Balance, shares at Mar. 31, 2024 9,717,113      
Stock based compensation 96,773 96,773
Common stock issued for vesting of RSU’s $ 3 (3)
Common stock issued for vesting of RSU's, shares 2,500      
Net loss (1,576,274) (1,576,274)
Balance at Jun. 30, 2024 $ 9,720 $ 36,675,164 $ (16,001,158) $ 20,683,726
Balance, shares at Jun. 30, 2024 9,719,613      
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities:    
Net loss $ (6,231,435) $ (1,054,727)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 258,445 230,123
Operating lease costs 270,662 279,655
Stock based compensation 235,430 130,975
Gain on termination of right-of-use operating lease (8,461)
Inventory reserve 17,000
Change in fair value of marketable securities (37,602)
Loss on investment of digital assets 3,248,911
Changes in Operating Assets and Liabilities:    
Accounts receivable 1,403,658 (690,186)
Inventories (1,013,059) (269,460)
Prepaid expenses (621,447) (829,565)
Security deposits (17,999) 21,704
Accounts payable and accrued expenses 318,022 1,199,611
Operating lease obligations (265,759) (266,060)
Customer deposits 1,105 37,107
Net cash used in operating activities (2,396,466) (1,256,886)
Cash Flows from Investing Activities:    
Purchase of property and equipment (13,680) (776,507)
Net investment in marketable securities (2,771,185)
Purchase of investment in digital assets (3,248,911)
Net cash used in investing activities (3,262,591) (3,547,692)
Cash Flows from Financing Activities:    
Repayment on financing lease liabilities (8,299) (25,378)
Repayment of notes payable (44,453) (80,296)
Payment of revenue earnout (2,180,826)
Net cash used in financing activities (52,752) (2,286,500)
Net change in cash and cash equivalents (5,711,809) (7,091,078)
Cash and Cash Equivalents, Beginning of the Period 6,726,013 13,290,222
Cash and Cash Equivalents, End of the Period 1,014,204 6,199,144
 Supplemental disclosures:    
Cash paid for interest expense 14,595 14,432
Cash paid for income taxes 50
Non-Cash Investing and Financing Activities:    
Common Stock issued on vesting of RSUs 5 5
Gain on termination of right-of-use operating lease 8,461
Disposal of property and equipment $ 61,133
v3.24.2.u1
Organization and Business Description
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Organization and Business Description

(1) Organization and Business Description

 

AmpliTech Group, Inc. (“AmpliTech” or the “Company”) was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech, Inc., by issuing 833,750 shares of the Company’s common stock to the shareholders of AmpliTech, Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (the “Share Exchange”). After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 893,750 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. The capital balances have been retroactively adjusted to reflect the reverse acquisition.

 

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.

 

On September 12, 2019, AmpliTech Group, Inc. acquired the assets of Specialty Microwave Corporation (“Specialty”), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty.

 

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.

 

On February 17, 2021, AmpliTech Group, Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021 as of 12:01 a.m., Eastern Time. In connection with the public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant.

 

In 2021, the Company opened AGMDC, 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. 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 a wider base of customers requiring high technology in smaller packages.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

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 would acquire 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, AmpliTech Group’s True G Speed Services (AGTGSS) division was founded to serve and provide complete system integration and ORAN compliant O-RU’s (Radio Units) for telcos, enabling the industry to access ‘True 5G Speeds’. AGTGSS provides Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation of Private 5G Networks (P5G) which includes the deployment of AmpliTech Group’s developed radio units. AGTGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 

v3.24.2.u1
Loss on Investment of Digital Assets
6 Months Ended
Jun. 30, 2024
Loss On Investment Of Digital Assets  
Loss on Investment of Digital Assets

(2) Loss on Investment of Digital Assets

 

During the three months ended March 31, 2024, the Company made several transactions in digital currency in the total amount of approximately $3.25 million. The Company believes that it was fraudulently induced to hold its digital currency with a custodian whom the Company believed to be valid, but no longer exists. The Company is taking steps in an attempt to seek recovery of the funds including discussions with local, federal, and international law enforcement agencies and private consultants and is currently conducting a review of its processes and procedures related to this investment. At the present time, the Company is not aware of, and does not expect any additional losses arising out or relating to the above-described investment. In addition, the Company does not believe that the Company’s systems, records, or other assets were otherwise affected or compromised in connection with these investments.

 

As a result of the fraudulent digital currency transactions noted above, the Company was a victim of a cyber phishing scam that defrauded the Company. During the six months ended June 30, 2024, the Company recorded a complete loss from the investment in digital assets of $3,248,911. As of June 30, 2024, the remaining balance of digital assets was $0.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

v3.24.2.u1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

(3) Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying condensed consolidated financial statements have been prepared using the accrual basis of accounting.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2024 the Company’s cash and cash equivalents were deposited in four financial institutions.

 

The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2024 and December 31, 2023, the Company had $434,792 and $3,170,500 in excess of FDIC insured limits, respectively. The Company has not experienced any losses in such accounts.

 

Accounts Receivable

 

Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, “Financial Instruments – Credit Losses,” the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information.

 

An allowance of $ 0 has been recorded at June 30, 2024 and December 31, 2023, respectively.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Inventories

 

Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

 

Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold.

 

As of June 30, 2024 and December 31, 2023 the reserve for inventory obsolescence was $1,163,000 and $1,146,000, respectively.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

 

Property and equipment are depreciated as follows:

 

Schedule of property and equipment depreciated 

Description   Useful Life   Method
Office equipment   3 to 7 years   Straight-line
Machinery/shop equipment   7 to 15 years   Straight-line
Computer equipment/software   1 to 7 years   Straight-line
Vehicles   5 years   Straight-line
Leasehold improvements    7 years   Straight-line

 

Intangible Assets

 

Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Indefinite-lived intangible assets are not subject to amortization.

 

Intangible assets are amortized as follows:

 

Schedule of Intangible Assets 

Description   Useful Life   Method
Trade names   Indefinite   N/A
Customer relationships   15 to 20 years   Straight-line
Intellectual property   15 years   Straight-line

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Long-Lived Assets

 

The Company reviews the carrying value of long-lived assets such property and equipment, right-of-use (“ROU”) assets, and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

 

The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of long-lived assets.

 

Goodwill and Indefinite-Lived Intangible Assets

 

We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair value of net tangible and identifiable intangible assets acquired.

 

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative assessment, based on management’s judgment.

 

If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount of the reporting unit and indefinite-lived assets exceed their fair value, the reporting unit and indefinite-lived assets are considered to be impaired, and an impairment charge is recognized for the difference.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets.

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of indefinite-lived intangible assets.

 

Investment Policy-Cost Method

 

Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at June 30, 2024 and December 31, 2023, respectively. (see Note 9). These investments are included in other assets on the consolidated balance sheets. There were no indicators of impairment during the three months ended June 30, 2024 and the year ended December 31, 2023.

 

Investment in Digital Assets

 

We account for all digital assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company presents digital assets separately from other intangible assets, recorded as digital assets on the condensed consolidated balance sheets. The digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses incurred since acquisition.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We performed an analysis this quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

 

Leases

 

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks.

 

Revenue Recognition

 

We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps:

 

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.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

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 June 30, 2024 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. We 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.

 

Cost of Sales

 

We include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production supplies in cost of sales.

 

Shipping and Handling

 

Shipping and handling charges are generally incurred at the customer’s expense. However, when billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

 

Research and Development

 

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

 

Research and development costs for the six months ended June 30, 2024 and 2023 were $736,877 and $1,217,885, respectively.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Income Taxes

 

The Company’s deferred tax assets and liabilities for the expected future tax consequences of events have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At June 30, 2024 and December 31, 2023, the Company had no material unrecognized tax benefits.

 

Earnings Per Share

 

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be anti-dilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. As of June 30, 2024 and 2023, there were 4,597,942 and 4,242,442, respectively, potential common share equivalents from stock options excluded from the diluted loss per share calculations as their effect is anti-dilutive.

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

 

Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

 

Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly.

 

Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.

 

Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable.

 

The Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions in order to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement and does not expect the adoption to have a material impact on our results of operation, financial position or cash flow.

 

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

 

v3.24.2.u1
Revenues
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenues

(4) Revenues

 

The following table presents sales disaggregated based on geographic regions and for the three and six months ended:

 

Schedule of disaggregated revenue 

       
   Three months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $705,794   $1,445,063 
International sales   56,470    317,514 
Total sales  $762,264   $1,762,577 
           
Spectrum          
Domestic sales  $1,359,811   $1,497,917 
International sales   405,367    812,737 
Total sales  $1,765,178   $2,310,654 
           
Total sales  $2,527,442   $4,073,231 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

       
   Six months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $1,383,976   $2,468,059 
International sales   419,155    516,717 
Total sales  $1,803,131   $2,984,776 
           
Spectrum          
Domestic sales  $2,141,925   $3,373,860 
International sales   875,717    1,826,894 
Total sales  $3,017,642   $5,200,754 
           
Total sales  $4,820,773   $8,185,530 

 

v3.24.2.u1
Segment Reporting
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting

(5) Segment Reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company has two reportable segments, the manufacturing and engineering segment, which is operated by AmpliTech Inc. and Specialty Microwave: and the distribution segment, which is operated by Spectrum. The manufacturing and engineering segment assembles microwave components, and the distribution segment is a global distributor of integrated circuits packages and lids. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate” below and include costs associated with executive management, financing activities and public company compliance.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The following table presents summary information by segment for the three months ended June 30, 2024:

 

Schedule of Segment Reporting 

   Manufacturing
and Engineering
   Distribution   Corporate   Total 
Revenue  $762,264   $1,765,178    -   $2,527,442 
Cost of Goods Sold   623,830    846,525    -    1,470,355 
Net Income (Loss)   (1,314,836)   253,081    (514,519)   (1,576,274)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   100,400    28,922    -    129,322 
Interest Expense, net   5,847    -    2,337    8,184 

 

The following table presents summary information by segment for the six months ended June 30, 2024:

 

   Manufacturing and Engineering   Distribution   Corporate   Total 
Revenue  $1,803,131   $3,017,642    -   $4,820,773 
Cost of Goods Sold   1,399,301    1,481,755    -    2,881,056 
Net Income (Loss)   (2,319,810)   204,134    (4,115,759)   (6,231,435)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   200,601    57,844    -    258,445 
Interest Expense, net   7,527    -    5,000    12,527 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

v3.24.2.u1
Inventories
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Inventories

(6) Inventories

 

The inventory consists of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Inventory 

   June 30, 2024   December 31, 2023  
         
Raw Materials  $1,364,072   $959,645 
Work-in Progress   120,119    51,140 
Finished Goods   7,212,446    6,672,793 
Subtotal  $8,696,637   $7,683,578 
Less: Reserve for Obsolescence   (1,163,000)   (1,146,000)
           
Total  $7,533,637   $6,537,578 

 

v3.24.2.u1
Property and Equipment
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment

(7) Property and Equipment

 

Property and Equipment consisted of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Property and Equipment 

   June 30, 2024   December 31, 2023 
         
Lab Equipment  $3,400,207   $3,400,207 
Manufacturing Equipment   129,745    129,745 
Automobiles   7,335    7,335 
Computer Equipment and Software   146,785    194,238 
Leasehold Improvements   84,172    84,172 
Furniture and Fixtures   170,643    170,643 
           
Subtotal   3,938,887    3,986,340 
Less: Accumulated Depreciation   (1,509,274)   (1,386,892)
           
Total  $2,429,613   $2,599,448 

 

Depreciation expense for the three months ended June 30, 2024 and 2023 was $91,857 and $78,212 respectively, of which $71,123 and $58,526, respectively were included in cost of goods sold.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Depreciation expense for the six months ended June 30, 2024 and 2023 was $183,515 and $155,304 respectively, of which $142,247 and $116,420, respectively were included in cost of goods sold.

 

Property and equipment purchased in the amount of $234,036 under financing leases is included in the totals above. As of June 30, 2024 and 2023, the outstanding balance of the financing leases were $41,037 and $57,438, respectively.

 

Disposal of property and equipment as of June 30, 2024 was $61,133.

 

v3.24.2.u1
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

(8) Goodwill and Intangible Assets

 

Goodwill

 

Goodwill is related to the acquisition of Spectrum Semiconductor Materials Inc. on December 15, 2021. Goodwill is primarily related to expected improvements and technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. Goodwill is generally not amortizable for tax and financial statement purposes. As of June 30, 2024 and December 31, 2023, goodwill was $4,696,883, respectively.

 

Other Intangible Assets

 

Intangible assets with an estimated useful life of fifteen and twenty years consisted of the following at June 30, 2024:

 

Schedule of Intangible Assets 

   Gross Carrying Amount   Accumulated Amortization   Net   Weighted Average Life 
Trade name  $584,517   $-   $584,517    Indefinite 
Customer relationships   2,591,491    404,521    2,186,970    16.31 
Intellectual Property   202,771    65,055    137,716    10.21 
                     
Total  $3,378,779   $469,576   $2,909,203      

 

Amortization expense for the three months ended June 30, 2024 and 2023 was $37,465 and $37,466, respectively.

 

Amortization expense for the six months ended June 30, 2024 and 2023 was $74,930 and $74,819, respectively.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Annual amortization of intangible assets are as follows:

 

Schedule of Amortization of Assets 

      
2024-remaining   75,043 
2025   149,974 
2026   149,974 
2027   149,974 
2028   149,974 
Thereafter   1,649,747 
Total  $2,324,686 

 

v3.24.2.u1
Cost Method Investment
6 Months Ended
Jun. 30, 2024
Investments, All Other Investments [Abstract]  
Cost Method Investment

(9) Cost Method Investment

 

On June 10, 2021, the Company entered into a membership interest purchase agreement with SN2N, LLC for an aggregate purchase price of $350,000, to be paid in four tranches. Each tranche represented a 5% membership interest, and in aggregate a 20% membership interest. On June 15, 2022, an amendment to the membership interest purchase agreement was made to reflect a 19.9% membership interest. In light of this amendment, the Company overpaid $1,750 for the membership interest and was subsequently reimbursed. As of June 30, 2024, the Company has made an investment of $348,250 for a 19.9% membership interest.

 

v3.24.2.u1
Leases
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Leases

(10) Leases

 

The following was included in our balance sheet as of June 30, 2024:

 

Schedule of Lease Assets and Liabilities 

   June 30, 2024 
Operating leases     
Assets     
ROU operating lease assets  $3,268,136 
      
Liabilities     
Current portion of operating lease  $421,803 
Operating lease, net of current portion  $3,025,741 
Total operating lease liabilities  $3,447,544 
      
Financing leases     
Assets     
Property and equipment, gross  $234,036 
 Accumulated depreciation   (171,068)
Property and equipment, net  $62,968 
      
Liabilities     
Current portion of financing lease  $17,208 
Financing lease, net of current portion  $23,829 
Total financing lease liabilities  $41,037 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The weighted average remaining lease term and weighted average discount rate at June 30, 2024 are as follows:

 

Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate 

Weighted average remaining lease term (years)  June 30, 2024 
Operating leases   9.22 
Financing leases   2.51 
Weighted average discount rate     
Operating leases   4.47%
Financing leases   4.70%

 

Financing Lease

 

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 June 30, 2024:

 

Schedule Of Future Minimum Lease Payments For Finance Lease 

      
2024-remaining   9,384 
2025   18,195 
2026   11,982 
2027   3,994 
Total lease payments   43,555 
Less imputed interest   (2,518)
Total lease obligations   41,037 
Less current obligations   (17,208)
Long-term lease obligations  $23,829 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Operating Leases

 

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 $90,000 and 3% increase in each successive lease year beginning in 2021. 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 as of December 31, 2022. On April 13, 2023, this lease was terminated subject to the terms of a Surrender Agreement between the Company and landlord. As a result, a gain on termination of right-of-use operating lease was recognized of $8,461.

 

On November 27, 2019, 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 $24,234 for the first 12 months and increase by approximately 3% every year.

 

On October 15, 2021, the Company entered a new lease for a 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 $346,242 shall increase at a rate of 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 $86,560. The Company moved into the new manufacturing and headquarters facility April 1, 2022.

 

On August 9, 2023, the Company entered a 39-month agreement for $20,880 to lease an automobile with a monthly payment of $605.

 

On January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month. The yearly base rent of $53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter. The first month’s rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months of rent as a security deposit and one month’s rent totaling $17,999. As of June 30, 2024, the new MMIC division facility lease had not yet commenced, as the Company did not have the right to obtain substantially all the economic benefits from the use of the asset or the right to direct the use of the asset. The Company moved into the new facility on August 1, 2024.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

The following table reconciles future minimum operating lease payments to the discounted lease liability as of June 30, 2024:

 

Schedule of Future Minimum Operating Lease Payments 

      
2024 remaining   349,808 
2025   407,581 
2026   389,397 
2027   393,899 
2028   404,721 
Thereafter   2,313,460 
Total lease payments   4,258,866 
Less imputed interest   (811,322)
Total lease obligations   3,447,544 
Less current obligations   (421,803)
Long-term lease obligations  $3,025,741 

 

v3.24.2.u1
Notes Payable
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable

(11) Notes Payable

 

Promissory Note:

 

On September 12, 2019, AmpliTech Group, Inc. acquired Specialty, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213 with a final payment due October 1, 2024 of $9,203. As of June 30, 2024, the balance of this promissory note was $36,388. Principal payments of $44,453 along with interest expense of $1,615 were paid during the six months ended June 30, 2024.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Loan Payable:

 

On September 12, 2019, the Company was approved for a $250,000 equipment leasing facility which was subsequently increased to $500,000. The Company has borrowed against the leasing facility as follows:

 

On May 14, 2020, the Company borrowed $27,494 to be paid over a three-year term with monthly payments of $815 at an interest rate of 4.27%. The balance as of June 30, 2024 and 2023 was $0. Principal payments of $0 and $3,230, were paid for the six months ended June 30, 2024 and 2023, respectively. Total interest expense paid for the six months ended June 30, 2024 and 2023 was $0 and $30, respectively. This loan was paid in full in April 2023.

 

On June 10, 2020, the Company borrowed $41,015 to be paid over a three-year term with monthly payments of $1,216 at an interest rate of 4.28%. The balance as of June 30, 2024 and 2023 was $0. Principal payments of $0 and $6,012 were made for the six months ended June 30, 2024 and 2023, respectively. Total interest expense paid for the six months ended June 30, 2024 and 2023 was $0 and $68, respectively. This loan was paid in full in May 2023.

 

As of March 14, 2023, the Company closed the equipment line of credit of $500,000, which had $0 balance. All UCC filings on the Company assets have been released as well as the President’s personal guarantee.

 

In January 2022, the Company purchased machinery for $91,795, applying a deposit of $9,180 and financing the balance of $82,616 over 24 payments at an interest rate of 1.90%. The balance as of June 30, 2024 and 2023 was $0 and $20,949, respectively. Principal payments of $0 and $20,751 and interest expense of $0 and $314 were paid for the six months ended June 30, 2024 and 2023, respectively.

 

Future principal payments over the term of the loans as of June 30, 2024 are as follows:

 

Schedule of Future Principal and Interest Payments 

   Payments 
2024 remaining  $36,388 
Total remaining payments  $36,388 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

v3.24.2.u1
Stockholders’ Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders’ Equity

(12) Stockholders’ Equity

 

The total number of shares of stock this Corporation is authorized to issue shall be five hundred one million (501,000,000) shares, par value $0.001 per share. Our authorized capital stock consists of 500,000,000 shares of common stock and 1,000,000 shares of blank check preferred stock.

 

Preferred Stock

 

On July 10, 2013, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the authorized capital stock of the Company to include and authorize 500,000 shares of Preferred Stock, par value $0.001 per share. On October 7, 2020, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed the total number of authorized shares of Preferred Stock to 1,000,000 shares, $0.001 per share.

 

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 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.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Common Stock:

 

The Company originally authorized 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 50,000,000 to 500,000,000.

 

On February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ.

 

2020 Equity Incentive Plan:

 

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.

 

In 2023, the Board and the shareholders adopted the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated Plan”), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common stock.

 

As of June 30, 2024, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remains 811,500 shares of common stock available for future issuance under the 2020 Plan

 

Stock Options:

 

On January 9, 2024, the Company granted a consultant, ten-year stock options to purchase 2,500 shares of common stock according to the Company’s 2020 Plan. The stock options vested immediately, with an exercise price of $1.86 per share. The Company has calculated these options estimated fair market value at $3,800 using the Black-Scholes model, with the following assumptions: expected term of 5.00 years, stock price of $1.86, exercise price of $1.86, volatility of 116.1%, risk-free rate of 3.97%, and no forfeiture rate.

 

On January 16, 2024, the Company granted an employee ten-year stock options to purchase 5,000 shares of common stock according to the Company’s 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on April 16, 2024, with an exercise price of $1.93 per share. The Company has calculated these options estimated fair market value at $8,800 using the Black-Scholes model, with the following assumptions: expected term of 7.51 years, stock price of $1.93, exercise price of $1.93, volatility of 120.1%, risk-free rate of 4.01%, and no forfeiture rate.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

On January 16, 2024, the Company granted an independent contractor ten-year stock options to purchase 50,000 shares of common stock according to the Company’s 2020 Plan. 20,000 stock options vested immediately and the balance of 30,000 shall vest in equal quarterly installments over three years commencing on June 30, 2024, with an exercise price of $2.19 per share. The Company has calculated these options estimated fair market value at $98,600 using the Black-Scholes model, with the following assumptions: expected term of 10.00 years, stock price of $2.19, exercise price of $2.19, volatility of 123.0%, risk-free rate of 4.07%, and no forfeiture rate.

 

Below is a table summarizing the changes in stock options outstanding for the six months ended June 30, 2024:

 

Schedule of Stock Options Outstanding 

   Number of   Weighted Average 
   Options   Exercise Price ($) 
Outstanding at December 31, 2023   1,236,000   $2.30 
Granted   57,500   $2.15 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   1,293,500   $2.30 
Exercisable at June 30, 2024   604,810   $2.76 

 

Stock-based compensation expense related to stock options of $91,901 and $225,687 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested stock options is $1,140,807 and is expected to be recognized over 4.55 years. The outstanding stock options have a weighted average remaining contractual life of 4.97 years and a total intrinsic value of $0.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Warrants:

 

Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2024:

 

Schedule of Warrants Outstanding 

   Number of   Weighted Average 
   Warrants   Exercise Price ($) 
Outstanding at December 31, 2023   3,296,942   $7.83 
Granted   -    - 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   3,296,942   $7.83 
Exercisable at June 30, 2024   3,296,942   $7.83 

 

Stock-based compensation expense related to warrants of $0 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested warrants is $0. The outstanding warrants have a weighted average remaining contractual life of 1.73 years and a total intrinsic value of $0.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Restricted Stock Units:

 

On May 20, 2022, 30,000 restricted stock units at an exercise price of $1.96 were issued to a board advisor. Vesting will occur in equal quarterly installments of 2,500 shares beginning on May 20, 2022. As of June 30, 2024, 15,000 shares of common stock were issued.

 

Below is a table summarizing the changes in restricted stock units outstanding for the six months ended June 30, 2024:

 

Schedule of Changes in Restricted Stock Units Outstanding 

   Number of   Weighted Average 
   RSU’s   Exercise Price ($) 
Outstanding at December 31, 2023   12,500    1.96 
Granted   -    - 
Exercised   (5,000)  $1.96 
Expired   -    - 
Outstanding at June 30, 2024   7,500   $1.96 
Exercisable at June 30, 2024   -    - 

 

Stock-based compensation expense related to restricted stock units of $4,871 and $9,742 was recorded for the three and six months ended June 30, 2024. As of June 30, 2024, the remaining unrecognized compensation cost related to non-vested restricted stock units is $17,503. The outstanding restricted stock units have a weighted average remaining contractual life of .64 years and a total intrinsic value of $0.

 

v3.24.2.u1
Subsequent events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent events

(13) Subsequent events

 

On July 23, 2024, the Company entered into a business loan and security agreement with Altbanq Lending II LLC in the amount of $1,300,000, with an origination fee of $26,000. The loan is payable within 76 weeks through 38 bi-weekly payments of $44,816 and bears an annual interest rate of 21.2%. The loan is secured by the Company’s assets through a UCC filing. Proceeds from the business loan will be used for working capital and 5G licensing and certification fees.

 

On July 26,2024, the Company’s AGTGSS division entered into a licensing product agreement with a leading radio contract manufacturing company. Under the terms of the agreement, the licensor agreed to an exclusive United States distribution and global licensing rights for certain 5G telecom equipment for 18 months for the purpose of marketing, selling, renting, deployment and maintenance of the licensed products with the Company.

 

For these services, the Company will pay the Licensor certain software IP license fees in the amount of $1,250,000. In addition, the licensor may provide certain product certification support for certain fees.

v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting

Basis of Accounting

 

The accompanying condensed consolidated financial statements have been prepared using the accrual basis of accounting.

 

Principles of Consolidation

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2024 the Company’s cash and cash equivalents were deposited in four financial institutions.

 

The Company’s policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions to limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2024 and December 31, 2023, the Company had $434,792 and $3,170,500 in excess of FDIC insured limits, respectively. The Company has not experienced any losses in such accounts.

 

Accounts Receivable

Accounts Receivable

 

Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, “Financial Instruments – Credit Losses,” the Company estimates expected credit losses based on historical bad debt experience, the aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable forward-looking information.

 

An allowance of $ 0 has been recorded at June 30, 2024 and December 31, 2023, respectively.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Inventories

Inventories

 

Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

 

Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold.

 

As of June 30, 2024 and December 31, 2023 the reserve for inventory obsolescence was $1,163,000 and $1,146,000, respectively.

 

Property and Equipment

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

 

Property and equipment are depreciated as follows:

 

Schedule of property and equipment depreciated 

Description   Useful Life   Method
Office equipment   3 to 7 years   Straight-line
Machinery/shop equipment   7 to 15 years   Straight-line
Computer equipment/software   1 to 7 years   Straight-line
Vehicles   5 years   Straight-line
Leasehold improvements    7 years   Straight-line

 

Intangible Assets

Intangible Assets

 

Definite-lived intangible assets including customer relationships and intellectual property are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Indefinite-lived intangible assets are not subject to amortization.

 

Intangible assets are amortized as follows:

 

Schedule of Intangible Assets 

Description   Useful Life   Method
Trade names   Indefinite   N/A
Customer relationships   15 to 20 years   Straight-line
Intellectual property   15 years   Straight-line

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Long-Lived Assets

Long-Lived Assets

 

The Company reviews the carrying value of long-lived assets such property and equipment, right-of-use (“ROU”) assets, and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

 

The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of long-lived assets.

 

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and Indefinite-Lived Intangible Assets

 

We follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair value of net tangible and identifiable intangible assets acquired.

 

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative assessment, based on management’s judgment.

 

If we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount of the reporting unit and indefinite-lived assets exceed their fair value, the reporting unit and indefinite-lived assets are considered to be impaired, and an impairment charge is recognized for the difference.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount rates, and estimated royalty rates for our indefinite-lived intangible assets.

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, there were no impairments of indefinite-lived intangible assets.

 

Investment Policy-Cost Method

Investment Policy-Cost Method

 

Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at June 30, 2024 and December 31, 2023, respectively. (see Note 9). These investments are included in other assets on the consolidated balance sheets. There were no indicators of impairment during the three months ended June 30, 2024 and the year ended December 31, 2023.

 

Investment in Digital Assets

Investment in Digital Assets

 

We account for all digital assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company presents digital assets separately from other intangible assets, recorded as digital assets on the condensed consolidated balance sheets. The digital assets are initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses incurred since acquisition.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

We performed an analysis this quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

 

Leases

Leases

 

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks.

 

Revenue Recognition

Revenue Recognition

 

We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps:

 

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.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

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 June 30, 2024 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. We 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.

 

Cost of Sales

Cost of Sales

 

We include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production supplies in cost of sales.

 

Shipping and Handling

Shipping and Handling

 

Shipping and handling charges are generally incurred at the customer’s expense. However, when billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

 

Research and Development

Research and Development

 

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

 

Research and development costs for the six months ended June 30, 2024 and 2023 were $736,877 and $1,217,885, respectively.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Income Taxes

Income Taxes

 

The Company’s deferred tax assets and liabilities for the expected future tax consequences of events have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At June 30, 2024 and December 31, 2023, the Company had no material unrecognized tax benefits.

 

Earnings Per Share

Earnings Per Share

 

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be anti-dilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period. As of June 30, 2024 and 2023, there were 4,597,942 and 4,242,442, respectively, potential common share equivalents from stock options excluded from the diluted loss per share calculations as their effect is anti-dilutive.

 

Fair Value Measurements

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

 

Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

 

Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly.

 

Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.

 

Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period.

 

Concentration of Credit Risk

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable.

 

The Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions in order to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement and does not expect the adoption to have a material impact on our results of operation, financial position or cash flow.

 

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

v3.24.2.u1
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Schedule of property and equipment depreciated

Property and equipment are depreciated as follows:

 

Schedule of property and equipment depreciated 

Description   Useful Life   Method
Office equipment   3 to 7 years   Straight-line
Machinery/shop equipment   7 to 15 years   Straight-line
Computer equipment/software   1 to 7 years   Straight-line
Vehicles   5 years   Straight-line
Leasehold improvements    7 years   Straight-line
Schedule of Intangible Assets

Intangible assets are amortized as follows:

 

Schedule of Intangible Assets 

Description   Useful Life   Method
Trade names   Indefinite   N/A
Customer relationships   15 to 20 years   Straight-line
Intellectual property   15 years   Straight-line
v3.24.2.u1
Revenues (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregated revenue

The following table presents sales disaggregated based on geographic regions and for the three and six months ended:

 

Schedule of disaggregated revenue 

       
   Three months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $705,794   $1,445,063 
International sales   56,470    317,514 
Total sales  $762,264   $1,762,577 
           
Spectrum          
Domestic sales  $1,359,811   $1,497,917 
International sales   405,367    812,737 
Total sales  $1,765,178   $2,310,654 
           
Total sales  $2,527,442   $4,073,231 

 

 

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

 

       
   Six months ended 
   June 30, 2024   June 30, 2023 
AmpliTech Inc. and Specialty Microwave          
Domestic sales  $1,383,976   $2,468,059 
International sales   419,155    516,717 
Total sales  $1,803,131   $2,984,776 
           
Spectrum          
Domestic sales  $2,141,925   $3,373,860 
International sales   875,717    1,826,894 
Total sales  $3,017,642   $5,200,754 
           
Total sales  $4,820,773   $8,185,530 
v3.24.2.u1
Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting

The following table presents summary information by segment for the three months ended June 30, 2024:

 

Schedule of Segment Reporting 

   Manufacturing
and Engineering
   Distribution   Corporate   Total 
Revenue  $762,264   $1,765,178    -   $2,527,442 
Cost of Goods Sold   623,830    846,525    -    1,470,355 
Net Income (Loss)   (1,314,836)   253,081    (514,519)   (1,576,274)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   100,400    28,922    -    129,322 
Interest Expense, net   5,847    -    2,337    8,184 

 

The following table presents summary information by segment for the six months ended June 30, 2024:

 

   Manufacturing and Engineering   Distribution   Corporate   Total 
Revenue  $1,803,131   $3,017,642    -   $4,820,773 
Cost of Goods Sold   1,399,301    1,481,755    -    2,881,056 
Net Income (Loss)   (2,319,810)   204,134    (4,115,759)   (6,231,435)
Total Assets   10,532,203    14,758,006    122,031    25,412,240 
Depreciation and Amortization   200,601    57,844    -    258,445 
Interest Expense, net   7,527    -    5,000    12,527 
v3.24.2.u1
Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory

The inventory consists of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Inventory 

   June 30, 2024   December 31, 2023  
         
Raw Materials  $1,364,072   $959,645 
Work-in Progress   120,119    51,140 
Finished Goods   7,212,446    6,672,793 
Subtotal  $8,696,637   $7,683,578 
Less: Reserve for Obsolescence   (1,163,000)   (1,146,000)
           
Total  $7,533,637   $6,537,578 
v3.24.2.u1
Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

Property and Equipment consisted of the following at June 30, 2024 and December 31, 2023:

 

Schedule of Property and Equipment 

   June 30, 2024   December 31, 2023 
         
Lab Equipment  $3,400,207   $3,400,207 
Manufacturing Equipment   129,745    129,745 
Automobiles   7,335    7,335 
Computer Equipment and Software   146,785    194,238 
Leasehold Improvements   84,172    84,172 
Furniture and Fixtures   170,643    170,643 
           
Subtotal   3,938,887    3,986,340 
Less: Accumulated Depreciation   (1,509,274)   (1,386,892)
           
Total  $2,429,613   $2,599,448 
v3.24.2.u1
Goodwill and Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets with an estimated useful life of fifteen and twenty years consisted of the following at June 30, 2024:

 

Schedule of Intangible Assets 

   Gross Carrying Amount   Accumulated Amortization   Net   Weighted Average Life 
Trade name  $584,517   $-   $584,517    Indefinite 
Customer relationships   2,591,491    404,521    2,186,970    16.31 
Intellectual Property   202,771    65,055    137,716    10.21 
                     
Total  $3,378,779   $469,576   $2,909,203      
Schedule of Amortization of Assets

Annual amortization of intangible assets are as follows:

 

Schedule of Amortization of Assets 

      
2024-remaining   75,043 
2025   149,974 
2026   149,974 
2027   149,974 
2028   149,974 
Thereafter   1,649,747 
Total  $2,324,686 
v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of Lease Assets and Liabilities

The following was included in our balance sheet as of June 30, 2024:

 

Schedule of Lease Assets and Liabilities 

   June 30, 2024 
Operating leases     
Assets     
ROU operating lease assets  $3,268,136 
      
Liabilities     
Current portion of operating lease  $421,803 
Operating lease, net of current portion  $3,025,741 
Total operating lease liabilities  $3,447,544 
      
Financing leases     
Assets     
Property and equipment, gross  $234,036 
 Accumulated depreciation   (171,068)
Property and equipment, net  $62,968 
      
Liabilities     
Current portion of financing lease  $17,208 
Financing lease, net of current portion  $23,829 
Total financing lease liabilities  $41,037 
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate

The weighted average remaining lease term and weighted average discount rate at June 30, 2024 are as follows:

 

Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate 

Weighted average remaining lease term (years)  June 30, 2024 
Operating leases   9.22 
Financing leases   2.51 
Weighted average discount rate     
Operating leases   4.47%
Financing leases   4.70%
Schedule Of Future Minimum Lease Payments For Finance Lease

The following table reconciles future minimum financing lease payments to the discounted lease liability as of June 30, 2024:

 

Schedule Of Future Minimum Lease Payments For Finance Lease 

      
2024-remaining   9,384 
2025   18,195 
2026   11,982 
2027   3,994 
Total lease payments   43,555 
Less imputed interest   (2,518)
Total lease obligations   41,037 
Less current obligations   (17,208)
Long-term lease obligations  $23,829 
Schedule of Future Minimum Operating Lease Payments

The following table reconciles future minimum operating lease payments to the discounted lease liability as of June 30, 2024:

 

Schedule of Future Minimum Operating Lease Payments 

      
2024 remaining   349,808 
2025   407,581 
2026   389,397 
2027   393,899 
2028   404,721 
Thereafter   2,313,460 
Total lease payments   4,258,866 
Less imputed interest   (811,322)
Total lease obligations   3,447,544 
Less current obligations   (421,803)
Long-term lease obligations  $3,025,741 
v3.24.2.u1
Notes Payable (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Future Principal and Interest Payments

Future principal payments over the term of the loans as of June 30, 2024 are as follows:

 

Schedule of Future Principal and Interest Payments 

   Payments 
2024 remaining  $36,388 
Total remaining payments  $36,388 
v3.24.2.u1
Stockholders’ Equity (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Stock Options Outstanding

Below is a table summarizing the changes in stock options outstanding for the six months ended June 30, 2024:

 

Schedule of Stock Options Outstanding 

   Number of   Weighted Average 
   Options   Exercise Price ($) 
Outstanding at December 31, 2023   1,236,000   $2.30 
Granted   57,500   $2.15 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   1,293,500   $2.30 
Exercisable at June 30, 2024   604,810   $2.76 
Schedule of Warrants Outstanding

Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2024:

 

Schedule of Warrants Outstanding 

   Number of   Weighted Average 
   Warrants   Exercise Price ($) 
Outstanding at December 31, 2023   3,296,942   $7.83 
Granted   -    - 
Exercised   -    - 
Expired   -    - 
Outstanding at June 30, 2024   3,296,942   $7.83 
Exercisable at June 30, 2024   3,296,942   $7.83 
Schedule of Changes in Restricted Stock Units Outstanding

Below is a table summarizing the changes in restricted stock units outstanding for the six months ended June 30, 2024:

 

Schedule of Changes in Restricted Stock Units Outstanding 

   Number of   Weighted Average 
   RSU’s   Exercise Price ($) 
Outstanding at December 31, 2023   12,500    1.96 
Granted   -    - 
Exercised   (5,000)  $1.96 
Expired   -    - 
Outstanding at June 30, 2024   7,500   $1.96 
Exercisable at June 30, 2024   -    - 
v3.24.2.u1
Organization and Business Description (Details Narrative) - $ / shares
Feb. 17, 2021
Aug. 13, 2012
Jun. 30, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]        
Common stock, outstanding     9,719,613 9,714,613
Reverse stock split 1-for-20      
IPO [Member]        
Restructuring Cost and Reserve [Line Items]        
Public offering shares 1,371,428      
Public offering per share $ 7.00      
Amplitech Inc [Member]        
Restructuring Cost and Reserve [Line Items]        
Acquisition of entity by issuing of common stock   833,750    
Percentage of voting interest acquired   100.00%    
Equity interests owned by selling share holders   60,000    
Common stock, outstanding   893,750    
v3.24.2.u1
Loss on Investment of Digital Assets (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Loss On Investment Of Digital Assets        
Transactions in digital currency     $ 3,250,000  
Loss from the investment in digital assets 3,248,911
Remaining balance on investment of digital assets $ 0   $ 0  
v3.24.2.u1
Schedule of property and equipment depreciated (Details)
6 Months Ended
Jun. 30, 2024
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation Method Straight-line
Office Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Office Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Machinery and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation Method Straight-line
Machinery and Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Machinery and Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 15 years
Computer Equipment Software [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation Method Straight-line
Computer Equipment Software [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 1 year
Computer Equipment Software [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Depreciation Method Straight-line
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Depreciation Method Straight-line
v3.24.2.u1
Schedule of Intangible Assets (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Accumulated Amortization $ 469,576  
Net 2,324,686  
Gross Carrying Amount 3,378,779  
Net $ 2,909,203 $ 2,984,133
Customer Relationships [Member]    
Property, Plant and Equipment [Line Items]    
Depreciation Method Straight-line  
Gross Carrying Amount $ 2,591,491  
Accumulated Amortization 404,521  
Net $ 2,186,970  
Weighted Average Life 16 years 3 months 21 days  
Customer Relationships [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 15 years  
Customer Relationships [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 20 years  
Intellectual Property [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 15 years  
Depreciation Method Straight-line  
Gross Carrying Amount $ 202,771  
Accumulated Amortization 65,055  
Net $ 137,716  
Weighted Average Life 10 years 2 months 15 days  
Trade Names [Member]    
Property, Plant and Equipment [Line Items]    
Gross Carrying Amount $ 584,517  
Accumulated Amortization  
Net $ 584,517  
v3.24.2.u1
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
FDIC maximum amount $ 434,792   $ 434,792   $ 3,170,500
Allowance for doubtful accounts receivable 0   0   0
Inventory obsolescence reserve 1,163,000   1,163,000   1,146,000
Goodwill impairment     0   0
Cost method investment 348,250   348,250   $ 348,250
Research and development 460,122 $ 697,905 $ 736,877 $ 1,217,885  
Potentially dilutive shares     4,597,942 4,242,442  
Maximum [Member]          
Property, Plant and Equipment [Line Items]          
FDIC maximum amount $ 250,000   $ 250,000    
v3.24.2.u1
Schedule of disaggregated revenue (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Total sales $ 2,527,442 $ 4,073,231 $ 4,820,773 $ 8,185,530
Amplitech Inc and Specialty Microwave [Member]        
Disaggregation of Revenue [Line Items]        
Total sales 762,264 1,762,577 1,803,131 2,984,776
Amplitech Inc and Specialty Microwave [Member] | Domestic Sales [Member]        
Disaggregation of Revenue [Line Items]        
Total sales 705,794 1,445,063 1,383,976 2,468,059
Amplitech Inc and Specialty Microwave [Member] | International Sales [Member]        
Disaggregation of Revenue [Line Items]        
Total sales 56,470 317,514 419,155 516,717
Spectrum [Member]        
Disaggregation of Revenue [Line Items]        
Total sales 1,765,178 2,310,654 3,017,642 5,200,754
Spectrum [Member] | Domestic Sales [Member]        
Disaggregation of Revenue [Line Items]        
Total sales 1,359,811 1,497,917 2,141,925 3,373,860
Spectrum [Member] | International Sales [Member]        
Disaggregation of Revenue [Line Items]        
Total sales $ 405,367 $ 812,737 $ 875,717 $ 1,826,894
v3.24.2.u1
Schedule of Segment Reporting (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Revenue $ 2,527,442 $ 4,073,231 $ 4,820,773 $ 8,185,530  
Cost of Goods Sold 1,470,355 2,152,022 2,881,056 4,401,540  
Net Income (Loss) (1,576,274) (472,761) (6,231,435) (1,054,727)  
Total Assets 25,412,240   25,412,240   $ 31,407,629
Depreciation and Amortization 129,322   258,445 230,123  
Interest Income, net (8,184) $ 7,314 (12,527) $ 21,085  
Manufacturing And Engineering [Member]          
Segment Reporting Information [Line Items]          
Revenue 762,264   1,803,131    
Cost of Goods Sold 623,830   1,399,301    
Net Income (Loss) (1,314,836)   (2,319,810)    
Total Assets 10,532,203   10,532,203    
Depreciation and Amortization 100,400   200,601    
Interest Income, net 5,847   7,527    
Distribution [Member]          
Segment Reporting Information [Line Items]          
Revenue 1,765,178   3,017,642    
Cost of Goods Sold 846,525   1,481,755    
Net Income (Loss) 253,081   204,134    
Total Assets 14,758,006   14,758,006    
Depreciation and Amortization 28,922   57,844    
Interest Income, net      
Corporate [Member]          
Segment Reporting Information [Line Items]          
Revenue      
Cost of Goods Sold      
Net Income (Loss) (514,519)   (4,115,759)    
Total Assets 122,031   122,031    
Depreciation and Amortization      
Interest Income, net $ 2,337   $ 5,000    
v3.24.2.u1
Schedule of Inventory (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw Materials $ 1,364,072 $ 959,645
Work-in Progress 120,119 51,140
Finished Goods 7,212,446 6,672,793
Subtotal 8,696,637 7,683,578
Less: Reserve for Obsolescence (1,163,000) (1,146,000)
Total $ 7,533,637 $ 6,537,578
v3.24.2.u1
Schedule of Property and Equipment (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross $ 3,938,887 $ 3,986,340
Less: Accumulated Depreciation (1,509,274) (1,386,892)
Property plant and equipment, net 2,429,613 2,599,448
Lab Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 3,400,207 3,400,207
Manufacturing Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 129,745 129,745
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 7,335 7,335
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 146,785 194,238
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 84,172 84,172
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross $ 170,643 $ 170,643
v3.24.2.u1
Property and Equipment (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]          
Depreciation expense   $ 91,857 $ 78,212 $ 183,515 $ 155,304
Cost of goods sold   71,123 58,526 142,247 116,420
Amount paid to purchase Property and equipment under finance lease $ 234,036 234,036   234,036  
Financing leases outstanding balance 41,037 $ 41,037 $ 57,438 41,037 57,438
Disposal of property and equipment $ 61,133     $ 61,133
v3.24.2.u1
Schedule of Amortization of Assets (Details)
Jun. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024-remaining $ 75,043
2025 149,974
2026 149,974
2027 149,974
2028 149,974
Thereafter 1,649,747
Net $ 2,324,686
v3.24.2.u1
Goodwill and Intangible Assets (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill $ 4,696,883   $ 4,696,883   $ 4,696,883
Amortization expenses $ 37,465 $ 37,466 $ 74,930 $ 74,819  
v3.24.2.u1
Cost Method Investment (Details Narrative) - SN2NLLC [Member] - USD ($)
Jun. 10, 2021
Jun. 30, 2024
Jun. 15, 2022
Defined Benefit Plan Disclosure [Line Items]      
Aggregate purchase price for membership interest $ 350,000    
Equity method investment additional information Each tranche represented a 5% membership interest, and in aggregate a 20% membership interest.    
Cost method investment membership interest percentage     19.90%
Overpaid for the membership interest     $ 1,750
Investments   $ 348,250  
Cost method investment membership interest percentage   19.90%  
v3.24.2.u1
Schedule of Lease Assets and Liabilities (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Leases [Abstract]      
ROU operating lease assets $ 3,268,136 $ 3,538,798  
Current portion of operating lease 421,803 541,324  
Operating lease, net of current portion 3,025,741 3,171,979  
Total operating lease liabilities 3,447,544    
Property and equipment, gross 234,036    
 Accumulated depreciation (171,068)    
Property and equipment, net 62,968    
Current portion of financing lease 17,208 16,799  
Financing lease, net of current portion 23,829 $ 32,537  
Total financing lease liabilities $ 41,037   $ 57,438
v3.24.2.u1
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details)
Jun. 30, 2024
Leases [Abstract]  
Weighted average remaining lease term (years) operating leases 9 years 2 months 19 days
Weighted average remaining lease term (years) financing leases 2 years 6 months 3 days
Weighted average discount rate operating leases 4.47%
Weighted average discount rate financing leases 4.70%
v3.24.2.u1
Schedule Of Future Minimum Lease Payments For Finance Lease (Details) - USD ($)
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]    
2024-remaining $ 9,384  
2025 18,195  
2026 11,982  
2027 3,994  
Total lease payments 43,555  
Less imputed interest (2,518)  
Total lease obligations 41,037 $ 57,438
Less current obligations (17,208)  
Long-term lease obligations $ 23,829  
v3.24.2.u1
Schedule of Future Minimum Operating Lease Payments (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
2024 remaining $ 349,808  
2025 407,581  
2026 389,397  
2027 393,899  
2028 404,721  
Thereafter 2,313,460  
Total lease payments 4,258,866  
Less imputed interest (811,322)  
Total operating lease liabilities 3,447,544  
Less current obligations (421,803) $ (541,324)
Long-term lease obligations $ 3,025,741 $ 3,171,979
v3.24.2.u1
Leases (Details Narrative)
6 Months Ended
Jan. 15, 2024
USD ($)
ft²
Aug. 09, 2023
USD ($)
Dec. 15, 2021
USD ($)
Oct. 15, 2021
USD ($)
ft²
Nov. 27, 2019
USD ($)
Sep. 12, 2019
USD ($)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Finance lease agreement description             The Company entered into several 60-month lease agreements to finance certain laboratory and office equipment.  
Operating lease agreement description           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 $90,000 and 3% increase in each successive lease year beginning in 2021    
Annual rent   $ 20,880       $ 90,000    
Operating lease payments increase percentage 2.50%     2.75%   3.00%    
Purchase option description           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    
Gain loss on termination of lease right of use operating             $ 8,461  
Payments for rent $ 53,675 $ 605   $ 346,242 $ 420      
New lease for facility | ft²       20,000        
Lessee operating lease term of contract 5 years 1 month     7 years 2 months        
Security deposit $ 17,999     $ 86,560     $ 109,480 $ 91,481
Lessee operating lease description   On August 9, 2023, the Company entered a 39-month agreement for $20,880 to lease an automobile with a monthly payment of $605.            
Triple lease for facility | ft² 1,900              
Spectrum Semiconductor Materials Lease Agreement [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Operating lease payments increase percentage     3.00%          
Base rent     $ 24,234          
v3.24.2.u1
Schedule of Future Principal and Interest Payments (Details)
Jun. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
2024 remaining $ 36,388
Total remaining payments $ 36,388
v3.24.2.u1
Notes Payable (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Jun. 10, 2020
May 14, 2020
Sep. 12, 2019
Sep. 12, 2019
Jan. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Mar. 14, 2023
Short-Term Debt [Line Items]                
Line of credit facility, periodic payment       $ 250,000        
Line of credit facility, maximum borrowing capacity     $ 500,000 $ 500,000        
Line of credit, clousure of equipment               $ 500,000
Line of credit equipments               $ 0
May 14, 2020 [Member] | Loans Payable [Member]                
Short-Term Debt [Line Items]                
Interest rate percentage   4.27%            
Principal payment           $ 0 $ 3,230  
Interest expense           0 30  
Proceeds from loans   $ 27,494            
Debt instrument periodic payments interest   $ 815            
Repayments of debt           0 0  
June 10, 2020 [Member] | Loans Payable [Member]                
Short-Term Debt [Line Items]                
Interest rate percentage 4.28%              
Principal payment           0 6,012  
Interest expense           0 68  
Proceeds from loans $ 41,015              
Debt instrument periodic payments interest $ 1,216              
Repayments of debt           0 0  
January 2022 [Member]                
Short-Term Debt [Line Items]                
Interest rate percentage         1.90%      
Principal payment           0 20,751  
Interest expense           0 314  
Repayments of debt           0 $ 20,949  
Payments of stock issuance costs         $ 91,795      
Payments for deposits         9,180      
Machinery financed, balance         $ 82,616      
Number of payments         24 payments      
Promissory Note [Member]                
Short-Term Debt [Line Items]                
Total consideration paid     1,143,633          
Cash paid in acquisition, net of cash acquired     668,633          
Considration paid in promissory note     $ 475,000          
Interest rate percentage     6.00% 6.00%        
Debt instrument, description     Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213 with a final payment due October 1, 2024 of $9,203.          
Notes payable           36,388    
Principal payment           44,453    
Interest expense           $ 1,615    
v3.24.2.u1
Schedule of Stock Options Outstanding (Details) - Share-Based Payment Arrangement, Option [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Options, Outstanding | shares 1,236,000
Weighted Average Exercise Price, Outstanding | $ / shares $ 2.30
Number of Options, Granted | shares 57,500
Weighted Average Exercise Price, Granted | $ / shares $ 2.15
Number of Options, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of Options, Expired | shares
Weighted Average Exercise Price, Expired | $ / shares
Number of Options, Outstanding | shares 1,293,500
Weighted Average Exercise Price, Outstanding | $ / shares $ 2.30
Number of Options, Exercisable | shares 604,810
Weighted Average Exercise Price, Exercisable | $ / shares $ 2.76
v3.24.2.u1
Schedule of Warrants Outstanding (Details) - Warrant [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Warrants, Outstanding shares 3,296,942
Weighted Average Exercise Price, Outstanding shares | $ / shares $ 7.83
Number of Warrants, Granted shares
Weighted Average Exercise Price Outstanding, Granted shares | $ / shares
Number of Warrants, Exercised shares
Number of Warrants,Expired shares
Number of Warrants, Outstanding shares 3,296,942
Weighted Average Exercise Price, Outstanding shares | $ / shares $ 7.83
Number of Warrants, Exercisable shares 3,296,942
Weighted Average Exercise Price, Exercisable shares | $ / shares $ 7.83
v3.24.2.u1
Schedule of Changes in Restricted Stock Units Outstanding (Details) - Restricted Stock Units (RSUs) [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of RSU's, Outstanding | shares 12,500
Weighted Average Exercise Price, Outstanding | $ / shares $ 1.96
Number of RSU's, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Number of RSU's, Exercised | shares (5,000)
Weighted Average Exercise Price, Exercised | $ / shares $ 1.96
Number of RSU's, Expired | shares
Weighted Average Exercise Price, Expired | $ / shares
Number of RSU's, Outstanding | shares 7,500
Weighted Average Exercise Price, Outstanding | $ / shares $ 1.96
Number of RSU's, Exercisable | shares
Weighted Average Exercise Price, Exercisable | $ / shares
v3.24.2.u1
Stockholders’ Equity (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jan. 16, 2024
Jan. 09, 2024
May 20, 2022
Jun. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Oct. 07, 2020
May 20, 2014
May 19, 2014
Jul. 10, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Corporation authorised shares       (501,000,000) (501,000,000)          
Common stock, par value       $ 0.001 $ 0.001 $ 0.001        
Common stock shares, authorized       500,000,000 500,000,000 500,000,000   500,000,000 50,000,000  
Preferred stock, shares authorized       1,000,000 1,000,000   1,000,000     500,000
Preferred stock, shares par value             $ 0.001     $ 0.001
Common stock shares, authorized       50,000,000 50,000,000          
Stock Options [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Common stock shares issuable upon exercise of warrants       811,500 811,500          
Share-Based Payment Arrangement, Option [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock-based compensation expense       $ 91,901 $ 225,687          
Unrecognized compensation cost         $ 1,140,807          
Weighted average remaining contractual life         4 years 6 months 18 days          
Weighted average remaining contractual life         4 years 11 months 19 days          
Total intrinsic value       0 $ 0          
Warrant [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock-based compensation expense       0 0          
Total intrinsic value       0 0          
Unrecognized compensation cost       0 $ 0          
Weighted average remaining contractual life         1 year 8 months 23 days          
Restricted Stock Units (RSUs) [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Issuance of common stock shares         15,000          
Stock-based compensation expense       4,871 $ 9,742          
Weighted average remaining contractual life         7 months 20 days          
Total intrinsic value       0 $ 0          
Unrecognized compensation cost       $ 17,503 $ 17,503          
Number of options, granted     30,000              
Exercise Price     $ 1.96              
Equal quarterly installments, shares     2,500              
2020 Equity Incentive Plan [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Equity incentive plan, description         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.          
2020 Equity Incentive Plan [Member] | Consultant [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Purchase shares of common stock   2,500                
Exercise price per share   $ 1.86                
Estimated fair value market   $ 3,800                
Share based compensation, expected term   5 years                
Share based compensation, stock price   $ 1.86                
Share based compensation, exercise price   $ 1.86                
Share based compensation, volatility   116.10%                
Share based compensation, risk-free rate   3.97%                
2020 Equity Incentive Plan [Member] | Contractor [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Purchase shares of common stock 50,000                  
Exercise price per share $ 2.19                  
Estimated fair value market $ 98,600                  
Share based compensation, expected term 10 years                  
Share based compensation, stock price $ 2.19                  
Share based compensation, exercise price $ 2.19                  
Share based compensation, volatility 123.00%                  
Share based compensation, risk-free rate 4.07%                  
2020 Equity Incentive Plan [Member] | Contractor [Member] | Minimum [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock option vested 20,000                  
2020 Equity Incentive Plan [Member] | Contractor [Member] | Maximum [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock option vested 30,000                  
2020 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Purchase shares of common stock 5,000                  
Exercise price per share $ 1.93                  
Estimated fair value market $ 8,800                  
Share based compensation, expected term 7 years 6 months 3 days                  
Share based compensation, stock price $ 1.93                  
Share based compensation, exercise price $ 1.93                  
Share based compensation, volatility 120.10%                  
Share based compensation, risk-free rate 4.01%                  
2020 Equity Incentive Plan [Member] | Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Issuance of common stock shares         2,250,000          
Series A Convertible Preferred Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Preferred stock designated as convertible preferred stock, shares             401,000      
v3.24.2.u1
Subsequent events (Details Narrative) - Subsequent Event [Member] - USD ($)
Jul. 26, 2024
Jul. 23, 2024
License and Service [Member]    
Subsequent Event [Line Items]    
Software ip license fee $ 1,250,000  
Business Loan and Security Agreement [Member]    
Subsequent Event [Line Items]    
Business loan   $ 1,300,000
Origination fee   26,000
Payments of loan   $ 44,816
Annual interest rate   21.20%

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