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 March 31, ~~2022~~2023

☐ 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~~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~~TheNasdaq 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~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting ~~company”~~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 May ~~9, 2022,~~10, 2023, the registrant had ~~9,582,113~~9,637,113 shares of common stock, par value $0.001 per share, issued and outstanding.

AMPLITECH GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

March 31, ~~202~~22023

TABLE OF CONTENTS

Table of Contents

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 “TGSS” are the combined business of AmpliTech Group, Inc., and its consolidated subsidiary, AmpliTech, Inc., and AMPG’s divisions Specialty Microwave, Spectrum Semiconductor Materials, ~~and~~ AmpliTech Group MMIC Design ~~Center.~~Center and AmpliTech Group True G Speed Services.

Table of Contents

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.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AmpliTech Group, Inc.

Condensed Consolidated Balance Sheets

March 31,

December 31,

2022

2021

(Unaudited)

Assets

Current Assets

Cash and cash equivalents

$ 15,958,960

$ 18,018,874

Accounts receivable, net

1,986,988

1,659,878

Other Receivable

278,949

201,215

Inventories, net

4,632,219

4,192,812

Prepaid expenses

292,117

210,028

Total Current Assets

23,149,233

24,282,807

Property and equipment, net

1,523,551

1,355,288

Right of use operating lease assets

1,027,699

1,115,588

Intangible assets, net

3,246,729

3,284,082

Goodwill

4,817,019

4,817,019

Investment

350,000

250,000

Security deposits

129,470

122,404

Total Assets

$ 34,243,701

$ 35,227,188

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable and accrued expenses

1,622,680

$ 3,006,334

Customer deposits

657,667

253,909

Current portion of financing lease

34,102

33,688

Current portion of operating lease

374,110

391,571

Current portion of notes payable

175,476

129,876

Total Current Liabilities

2,864,035

3,815,378

Long Term Liabilities

Finance lease, net of current portion

8,789

17,471

Operating lease, net of current portion

722,779

795,317

Notes payable, net of current portion

200,996

200,491

Revenue earnout

1,365,038

1,365,038

Total Liabilities

5,161,637

6,193,695

Commitments and Contingencies

0

0

Stockholders' Equity

Series A convertible preferred stock, par value $0.001, 1,000,000 shares authorized, 0 issued and outstanding

0

0

Common Stock, par value $0.001, 500,000,000 shares authorized, 9,582,113 shares issued and outstanding, respectively

9,582

9,582

Additional paid-in capital

35,696,034

35,651,088

Accumulated deficit

(6,623,552 )

(6,627,177 )

Total Stockholders' Equity

29,082,064

29,033,493

Total Liabilities and Stockholders' Equity

$ 34,243,701

$ 35,227,188

~~See accompanying notes to the condensed consolidated financial statements~~

~~Table of Contents~~

~~AmpliTech Group, Inc.~~
~~Condensed Consolidated Statements of Operations~~
~~(Unaudited)~~

For The Three Months Ended

March 31,

March 31,

2022

2021

Revenue

$ 5,099,520

$ 472,974

Cost of goods sold

2,775,922

417,993

Gross Profit

2,323,598

54,981

Operating Expenses

Selling, general and administrative

1,901,310

901,325

Research and development

413,303

7,229

Total operating expenses

2,314,613

908,554

Income (Loss) From Operations

8,985

(853,573 )

Other Income (Expenses)

Interest expense, net

(5,360 )

(26,358 )
Total other income (expense)

(5,360 )

(26,358 )

Income (Loss) Before Income Taxes

3,625

(879,931 )

Provision For Income Taxes

0

0

Net Income (Loss)

$ 3,625

$ (879,931 )

Net Income (Loss) Per Share;

Basic

$ 0.00

$ (0.16 )
Diluted

$ 0.00

$ (0.16 )

Weighted Average Shares Outstanding;

Basic

9,582,113

5,568,350

Diluted

9,582,113

5,568,350

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

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

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

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

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

Commitments and Contingencies		-			-

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

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

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

See accompanying notes to the condensed consolidated financial statements

Table of Contents

AmpliTech Group, Inc.

Condensed Consolidated Statements of ~~Cash Flows~~Operations

(Unaudited)

For The Three Months Ended

March 31,

March 31,

2022

2021

Cash Flows from Operating Activities:

Net Income (Loss)

$ 3,625

$ (879,931 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

85,201

24,306

Amortization of prepaid consulting

13,500

113,742

Amortization of right-of-use operating lease asset

87,889

25,607

Stock based compensation

44,946

54,000

Changes in Operating Assets and Liabilities:

Accounts receivable

(327,110 )

(64,400 )
Other receivable

(77,734 )

0

Inventories

(439,407 )

(272,958 )
Prepaid expenses

(146,233 )

28,542

Security deposits

(7,066 )

0

Accounts payable and accrued expenses

(1,383,655 )

202,675

Operating lease liability

(99,765 )

(25,144 )
Customer deposits

403,758

134,570

Net cash used in operating activities

(1,842,051 )

(658,991 )

Cash Flows from Investing Activities:

Purchase of equipment

(82,850 )

(15,000 )
Investment

(100,000 )

0

Net cash used in investing activities

(182,850 )

(15,000 )

Cash Flows from Financing Activities:

Proceeds received from public offering, net of expenses

0

9,449,597

Proceeds received from exercise of warrants

0

1,132,600

Proceeds (Repayment) of line of credit, net

0

(200,000 )
Repayments on finance lease

(8,268 )

(7,875 )
Proceeds (Repayment) of notes payable, net

(26,745 )

(44,629 )
Net cash (used in) provided by financing activities

(35,013 )

10,329,693

Net change in cash and cash equivalents

(2,059,914 )

9,655,702

Cash and Cash Equivalents, Beginning of Period

18,018,874

199,536

Cash and Cash Equivalents, End of Period

$ 15,958,960

$ 9,855,238

Supplemental disclosures:

Cash paid for interest expense

$ 6,397

$ 25,550

Cash paid for income taxes

$ 0

$ 0

Non-Cash Investing and Financing Activities:

Promissory note on equipment

$ 82,615

$ 0

Finance agreement entered in exchange for prepaid assets

$ 0

$ 32,222

Equipment received for prepaid assets

$ 50,644

$ 0

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

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

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

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

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

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

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

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

Provision For Income Taxes		-			-

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

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

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

See accompanying notes to the condensed consolidated financial statements

Table of Contents

AmpliTech Group, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

For The Three Months Ended March 31, 2022

Series A Convertible Preferred

Common Stock

Additional

Total

Number of

Par

Number of

Par

Paid-In

Accumulated

Stockholders'

Shares

Value

Shares

Value

Capital

Deficit

Equity

Balance, December 31, 2021

-

$ 0

9,582,113

$ 9,582

$ 35,651,088

$ (6,627,177 )

$ 29,033,493

Stock based compensation

-

0

0

44,946

0

44,946

Net income for the three months ended March 31, 2022

-

0

-

0

0

3,625

3,625

Balance March 31, 2022

-

$ 0

9,582,113

$ 9,582

$ 35,696,034

$ (6,623,552 )

$ 29,082,064

For The Three Months Ended March 31, 2021

Balance, December 31, 2020

-

$ 0

4,839,448

$ 4,839

$ 2,303,815

$ (1,868,372 )

$ 440,282

Common stock issued in public offering

-

0

1,577,142

1,578

9,448,019

0

9,449,597

Additional shares issued in connection to reverse split due to rounding

-

0

1,381

1

(1 )

0

0

Common stock issued upon exercise of warrants

-

0

161,800

162

1,132,438

0

1,132,600

Stock based compensation

-

0

-

0

54,000

0

54,000

Net loss for the three months ended March 31, 2021

-

0

-

0

0

(879,931 )

(879,931 )

Balance, March 31, 2021

-

$ 0

6,579,771

$ 6,580

$ 12,938,271

$ (2,748,303 )

$ 10,196,548

	For The Three Months Ended March 31, 2023
	Series A Convertible Preferred				Common Stock				Additional						Total
	Number of		Par		Number of		Par		Paid-In			Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital			Deficit			Equity

Balance, December 31, 2022		-	$	-		9,634,613	$	9,635	$	36,050,161		$	(7,304,284	)	$	28,755,512

Stock based compensation		-		-		-		-		66,041			-			66,041

Common stock issued for vesting of RSU's		-		-		2,500		2		(2	)		-			-

Net loss for the three months ended March 31, 2023		-		-		-		-		-			(581,966	)		(581,966	)

Balance, March 31, 2023		-	$	-		9,637,113	$	9,637	$	36,116,200		$	(7,886,250	)	$	28,239,587

For The Three Months Ended March 31, 2022

Series A

Convertible Preferred

Common Stock

Additional

Total

Number of

Par

Number of

Par

Paid-In

Accumulated

Stockholders'

Shares

Value

Shares

Value

Capital

Deficit

Equity

Balance, December 31, 2021

9,582,113

9,582

35,651,088

(6,627,177

)

29,033,493

Stock based compensation

44,946

Net income for the three months ended March 31, 2022

3,625

Balance, March 31, 2022

9,582,113

9,582

35,696,034

(6,623,552

)

29,082,064

See accompanying notes to the condensed consolidated financial statements

Table of Contents

AmpliTech Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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

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

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

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

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

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

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

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

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

See accompanying notes to the condensed consolidated financial statements

Table of Contents

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

(1) Organization and Business Description

AmpliTech Group, Inc. (“AmpliTech” or ~~“the Company”~~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~~ 889,250 shares of Company common stock outstanding, 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~~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 ~~(SMW)~~ (“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 theCompany priced its underwritten public offering of 1,371,428 units at ~~an offering price of~~ $7.00 per ~~unit were sold.~~unit. Each unit issued in the offering consisted of one share of common stock and one warrant. Concurrently, AmpliTech effected a 1-for-20 reverse split of its outstanding common stock and uplisted to the Nasdaq Capital Market, where its common stock and warrants trade under the symbols “AMPG” and “AMPGW,” respectively.

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 wider base of customers requiring high technology in smaller packages.

Table of Contents

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

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~~acquired substantially all of 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.

~~IC packaging is~~In August 2022, the ~~case or enclosure that contains~~AmpliTech Group True G Speed Services (“TGSS”) division was formed to provide “true G speeds” to the ~~semiconductor device~~industry. TGSS’ main function will be to ~~protect it from corrosion or physical damage; the IC packaging also supports the electrical contacts,~~plan and configure 5G radio systems and make them Open Radio Access Network compatible. TGSS will implement AmpliTech’s low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

The COVID-19 Pandemic

The COVID-19 pandemic had disrupted and affected our business operations, which ~~connect the semiconductor device~~has led to a circuit board. IC packaging often gets sealed with lids, which creates an airtight seal to prevent contaminants, particles, liquids, or gases from entering the packaging to ensure the proper operationbusiness and supply chain disruptions. The lingering effects of the ~~device.~~pandemic are likely to continue to disrupt our business and supply chain in the future. For example, our offices and R&D and manufacturing locations were, and may continue to be, impacted due to national and regional government declarations requiring closures, quarantines, and travel restrictions, although nearly all government-imposed restrictions have been significantly reduced in most parts of the world. However, given the unpredictable nature of COVID-19 and its variants, it is difficult, if not impossible, to predict, whether any government-imposed restrictions will be reimposed at previous levels or enhanced in one or more ways impacting our business operations or those of third parties upon which we rely. The ~~Company offers multiple IC packaging~~COVID-19 pandemic, including associated business interruptions and ~~lids product lines according to desired product specifications, device performance, dimensions, resistances, and tolerances.~~

Our IC packaging and lids products serve a global customer base in a wide range of end-market applications, including aerospace, defense, industrial, medical, wireless, communications, automotive, and other growing markets. The Company is ISO 9001:2015 and AS9120B certified for the Distribution of Semiconductor Materials for the Assembly Phase of Integrated Circuit Manufacturing,recovery, as well as other possible epidemics or outbreaks of other contagions could result in ~~compliance with the Conflict Minerals Reporting Template ("CMRT"), the European Union's Restriction~~a material adverse impact on our or our current or anticipated customers’ or suppliers’ business operations, including reduction or suspension of ~~Hazardous Substances ("RoHS") and Registration, Evaluation, Authorization, and Restriction of Chemicals ("REACH") directives, as well as registered with~~operations in the U.S. ~~Government's System for Award Management ("SAM").~~or other parts of the world. Our design and engineering operations, among others, cannot all be conducted remotely and often require on-site access to materials and equipment. We have customers, suppliers, and partners with international operations, and our customers, suppliers, and partners also depend on suppliers and manufacturers worldwide, which means that our business and prospects could be affected by the lingering effects of the COVID-19 pandemic anywhere in the world. Depending upon the duration of the lingering effects of the COVID-19 pandemic and the associated business interruptions, our customers, suppliers, manufacturers, and partners may suspend or delay their engagements with us. We and our customers’ and suppliers’ response to the lingering effects of the COVID-19 pandemic may prove to be inadequate and they may be unable to continue their respective operations in the manner they had prior to the outbreak or the worsening of the outbreak, and we may consequently endure interruptions, reputational harm, delays in our product development, and shipments, all of which could have an adverse effect on our business, operating results, and financial condition. In addition, we cannot assure you as to the timing of the economic recovery given the lingering effects of the pandemic, which could have a material adverse effect on our target markets and our business

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~The COVID-19 Pandemic~~

The global health crisis caused by the novel coronavirus COVID-19 pandemic and its resurgences has and may continue to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. In addition, variants of COVID-19, including Delta and Omicron, continue to emerge, the impact of which cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the COVID-19 vaccines against COVID-19 variants along with the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business. Many countries around the world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. Accordingly, our ability to continue to operate our business may also be limited. Such events may result in a period of business, supply and manufacturing disruptions, and in reduced operations, any of which could materially affect our business, financial condition and results of operations. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. Although we expect the vaccinations for COVID-19 will continue to improve conditions, the ultimate impact from COVID-19 on our business operations and financial results will depend on, among other things, the ultimate severity and scope of the pandemic, including the new variants of the virus, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with which, the economy recovers. We are not able to fully quantify the impact that these factors will have on our business, but developments related to COVID-19 may materially affect financial condition and results of operations in future periods.

(2) Summary of Significant Accounting Policies

Basis of Accounting

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

The accompanying unaudited interim condensed consolidated financial statements of AmpliTech Group, Inc. (“Group” or the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. In the opinion of management, all adjustments of a normal recurring nature, considered necessary for a fair presentation have been included.

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~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

The results of operations for the three months ended March 31, ~~2022~~2023, are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022.~~2023. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the years ended December 31, ~~2021~~2022, and ~~2020~~2021, included in Form 10-K filed with the SEC filed on March 31, ~~2022.~~2023.

Principles of Consolidation

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

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications have no effect on previously reported results of operations. The revenue earnout was reclassed from long term liabilities to current liabilities on the balance sheet as of December 31, 2022.

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.

~~Reclassifications~~

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Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations.AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

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 March 31, ~~2022,~~2023, the Company’s cash and cash equivalents were deposited in four financial institutions.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2023, and December 31, 2022, the Company had $6,845,366 and $12,040,022 in excess of the FDIC insured limit, respectively.

Accounts Receivable

Trade accounts receivables are recorded at the net invoice value and are not interest bearing.

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the ~~current~~ status of accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change in the future. An allowance of ~~$39,380~~$0 has been recorded at March 31, ~~2022~~2023, and December 31, ~~2021.~~

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~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31,~~ 2022, ~~and 2021~~

~~Employee Retention Credit~~

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit which was a refundable tax credit against certain employment taxes. New legislation amended the employee retention credit to be equal to 70% of qualified wages paid to employees after December 31, 2020, and before January 1, 2022. During calendar year 2021, a maximum of $10,000 in qualified wages for each employee per qualifying calendar quarter may be counted in determining the 70% credit. Therefore, the maximum tax credit that can be claimed by an eligible employer is $7,000 per employee per qualifying calendar quarter of 2021. The Company qualifies for the employee retention credit for quarters that experience a significant decline in gross receipts, defined as quarterly gross receipts that are less than 80 percent of its gross receipts for the same calendar quarter in 2019. The Company qualified for the credit beginning on January 1, 2021 and received credits for qualified wages through June 30, 2021. The Company recorded, as Other Receivable, an employee retention credit totaling $201,215 at March 31, 2022 and December 31, 2021.respectively.

Marketable Securities

The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company’s marketable securities are stated at fair value with all realized and unrealized gains and losses on investments in marketable equity securities recognized in other income, net. The realized and unrealized gains and losses on marketable securities are determined using specific identification method.

Inventories

Inventories, which ~~consist~~consists primarily of raw materials, work in progress and finished goods, isare 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 March 31, ~~2022~~2023, and December 31, ~~2021,~~2022, the reserve for inventory obsolescence was ~~$1,035,986 and $1,031,986,~~$1,128,000, respectively.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

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:

Description		Useful Life		Method
Office equipment		3 to 7 years		Straight-line
Machinery/shop equipment		57 to 10 years		Straight-line
Computer equipment/software		1 to 7 years		Straight-line
Vehicles		5 years	Straight-line
Leasehold improvements	7 years	Straight-line

Long-lived assets

~~Long lived assets, such as~~The Company reviews its property ~~plant~~ and equipment ~~are reviewed~~and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group 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 notThe test for impairment is required to be ~~sold or disposed of significantly before the end of its estimated useful life.~~

performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to ~~estimated~~the future undiscounted ~~future~~ cash ~~flows~~flow expected to be generated by the asset. If such assets are considered to be impaired, the ~~carrying amount of an asset exceeds its estimated undiscounted future cash flows, an~~ impairment ~~charge~~to be recognized is ~~recognized~~measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. ~~Assets~~Long-lived assets to be disposed of ~~would be separately presented in the balance sheet and~~are reported at the lower of ~~the~~ carrying amount ofor fair value less costs to ~~sell and would~~sell. There were no ~~longer~~indicators of impairment during the three months ended March 31, 2023.

Intangible assets

The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be ~~depreciated. The depreciable basis~~recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. There were no indicators of ~~assets that are impaired and continue in use is their respective fair values.~~impairment during the three months ended March 31, 2023.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

Goodwill

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 identifiable assets acquired.

We test goodwill for impairment at a level within the Company referred to as the reporting unit, which is our business segment level or one level below the business segment. We test our goodwill for impairment annually on December 31, or under certain circumstances more frequently, such as when events or circumstances indicate there may be impairment. Such events or circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market capitalization, operating performance indicators, competition, reorganizations of our business or the disposal of all or a portion of a reporting unit.

To test goodwill for impairment, we may perform both qualitative and quantitative assessments. If we elect to perform a qualitative assessment for a certain reporting unit, we evaluate events and circumstances impacting the reporting unit to determine the probability that goodwill is impaired. If we perform a quantitative assessment for a certain reporting unit, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value. We estimate fair values of our reporting units based on projected cash flows, and sales and/or earnings multiples applied to the latest twelve months’ sales and earnings of our reporting units. Projected cash flows are based on our best estimate of future sales, operating costs and balance sheet metrics reflecting our view of the financial and market conditions of the underlying business; and the resulting cash flows are discounted using an appropriate discount rate that reflects the risk in the forecasted cash flows.

If we determine it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, we measure any loss from an impairment by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired, and an impairment loss is recognized in an amount equal to that excess. There were no indicators of impairment during the three months ended March 31, 2023.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

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 ~~$350,000~~$348,250 of investments without readily determinable fair values at March 31, ~~2022~~2023 (see Note ~~10)~~9). These investments are included in other ~~long-term~~ assets on the condensed consolidated balance sheets. There were no indicators of impairment during the three months ended March 31, ~~2022.~~

~~Goodwill and Intangible Assets~~

Intangible assets include goodwill, trademarks, intellectual property and customer base acquired through the asset purchases of Specialty and Spectrum. The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles-Goodwill and Other.” Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Goodwill is not amortized. We test goodwill balances for impairment annually at December 31 or whenever impairment indicators arise.2023.

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.

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~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

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:

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

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

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

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

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

Determine the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of March 31, ~~2022~~2023 contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

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

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

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

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 consultants, outside service, and supplies.

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

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

Research and development costs for the three months ended March 31, 2023, and 2022, were $348,730 and ~~2021 were~~ $413,303, ~~and $7,229,~~ respectively. ~~For financial reporting purposes, research and development costs of $7,229 was reclassed from selling and administrative expense for the three months ended March 31, 2021.~~

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 March 31, ~~2022,~~2023, the Company had no material unrecognized tax benefits.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

Earnings Per Share

Basic earnings per share (“EPS”) are determined by dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period. Diluted EPS is determined by dividing net earnings by the weighted average number of common shares used in the basic EPS calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method. As of March 31, ~~2021,~~2023, and 2022, there were 4,234,942 and 1,415,342, respectively, potentially dilutive shares that need to be considered as common share equivalents. ~~Options~~As a result of the net loss for the three months ended March 31, 2023, the potentially dilutive shares that need to be considered as common share equivalents are anti-dilutive. For the three months ended March 31, 2022, options and warrants were not included in the dilutive earnings per share calculation as their strike price was above the average share ~~price as of March 31, 2022.~~price.

The computation of weighted average shares outstanding and the basic and diluted earnings per share consisted of the following:

	Net Income (Loss)			Shares		Per Share Amount			Net Income (Loss)			Shares		Per Share Amount
For the year ended March 31, 2023:
Basic EPS									$	(581,966	)		9,635,709	$	(0.06	)
Effect of dilutive stock options and warrants										-			-
Diluted EPS									$	(581,966	)		9,635,709	$	(0.06	)
For the year ended March 31, 2022:
Basic EPS	$	3,625			9,582,113	$	0.00		$	3,625			9,582,113	$	0.00
Effect of dilutive stock options, warrants and series A shares		-			-
Effect of dilutive stock options and warrants										-			-
Diluted EPS	$	3,625			9,582,113	$	0.00		$	3,625			9,582,113	$	0.00
For the year ended March 31, 2021:
Basic EPS	$	(879,931	)		5,568,350	$	(0.16	)
Effect of dilutive stock options, warrants and series A shares		-			-
Diluted EPS	$	(879,931	)		5,568,350	$	(0.16	)

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

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.

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~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

Cash and cash equivalents, receivables, ~~inventory,~~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.

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.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

Concentration of Credit Risk

Financial instruments that potentially subject the company to concentration of credit risk consist primarily of cash and accounts ~~receivable~~

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2022 and December 31, 2021, the Company had $14,779,545 and $17,018,874 in excess of the FDIC insured limit, respectively.receivable.

The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Therefore, management does not believe significant credit risks exist at March 31, ~~2022.~~2023.

Recent Accounting Pronouncements

In ~~October 2021,~~June 2016, the FASB issued ASU ~~2021-08, Business Combinations~~2016-13, Financial Instruments—Credit Losses (Topic ~~805)~~326): ~~Accounting~~Measurement of Credit Losses on Financial Instruments. The amendments in this update, among other things, require the measurement of all expected credit losses for ~~Contract Assets~~financial assets held at the reporting date based on historical experience, current conditions, and ~~Contract Liabilities from Contracts with Customers. This ASU amends ASC 805~~reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to ~~require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU~~better inform their credit loss estimates. As a smaller reporting company, the guidance is effective for ~~public entities for~~our fiscal years beginning after December 15, ~~2022, including interim periods within those fiscal years.~~2022. The Company has ~~not completed its assessment of the standard but~~adopted this pronouncement and does not expect the adoption to have a material ~~impact on our consolidated financial statements.~~

~~We do not expect the adoption of these or other recently issued accounting pronouncements to have a significant~~ impact on our results of operation, financial position or cash flow.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

(3) Revenues

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

					March 31,		March 31,
					2023		2022
AmpliTech Inc.	March 31, 2022		March 31, 2021
Domestic sales	$	867,362	$	403,510	$	1,024,245	$	867,362
International sales		200,793		69,464		197,954		200,793
Total sales	$	1,068,155	$	472,974	$	1,222,199	$	1,068,155

Spectrum	March 31, 2022
Domestic sales	$	1,595,626			$	1,877,693	$	1,595,626
International sales		2,435,739				1,012,407		2,435,739
Total sales	$	4,031,365			$	2,890,100	$	4,031,365

Total sales					$	4,112,299	$	5,099,520

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~~Total sales for the three months ended~~AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, 2023, and 2022 ~~were $5,099,520.~~

(4) Segment Reporting

ASC 280, “Segment ~~Reporting”,~~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 following table presents summary information by segment for the three months ended March 31, ~~2022:~~2023:

March 31, 2022

AmpliTech Inc.

Spectrum

Corporate

Total

Revenue

$ 1,068,155

4,031,365

$
0

$ 5,099,520

Cost of Goods Sold

644,338

2,131,584

0

2,775,922

Net Income (Loss)

(805,856 )

1,077,984

(268,503 )

3,625

Total Assets

16,466,809

15,121,520

2,655,372

34,243,701

Depreciation and Amortization

53,681

31,520

0

85,201

Interest Expense

2,924

0

3,473

6,397

~~Table of Contents~~

~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

~~(5) Acquisition of Spectrum Semiconductors Materials~~

On December 15, 2021, AmpliTech Group Inc. acquired Spectrum Semiconductor Materials (SSM), an “S” Corporation located in Silicon Valley (San Jose, CA). Spectrum Semiconductor Materials ("SSM”) is a global authorized distributor of integrated circuit ("IC") packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements.

~~The purchase is expected to deliver significant strategic and top and bottom-line benefits while also building on AmpliTech’s technical and management expertise and distribution reach.~~

The purchase included all accounts receivables, accounts payable, inventory, orders, customers, property and equipment and intellectual property. The aggregate purchase price for the acquisition was $10,123,276 subject to certain working capital and other adjustments of which $665,200 was paid by the issuance of 188,442 unregistered shares of AmpliTech common stock at the closing of the Acquisition.

Simultaneously with the execution of the Purchase Agreement, $1,500,000 was deposited into escrow, comprising of a $750,000, “Purchase Price Adjustment Escrow Fund” and a $750,000, “Indemnification Escrow Fund. The Purchase Price Adjustment Escrow Fund will be available for the payment of any working capital adjustment owed by Seller to Buyer or Buyer to Seller pursuant to and in accordance with the Purchase Agreement.

The Indemnification Escrow Fund will be available to satisfy any losses incurred or sustained by or imposed upon the Indemnified Parties pursuant to and in accordance with the Purchase Agreement. The escrow release date is March 31, 2023.

~~Table of Contents~~

~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

Within sixty (60) days after the Closing Date, AmpliTech prepared and delivered to Seller a statement setting forth its calculation of Closing Working Capital of the Business, according to the terms of the Purchase Agreement. The “Working Capital Adjustment” shall be an amount equal to the Closing Working Capital minus $3,296,427. If the Working Capital Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Working Capital Adjustment. If the Working Capital Adjustment is a negative number, Seller shall pay to Buyer an amount equal to the Working Capital Adjustment.

~~The Working Capital Adjustment was determined to be $708,076 owed to Seller.~~

Within forty (40) days after December 31, 2022, AmpliTech will prepare and deliver to Seller a statement setting forth its calculation of Two Years Net Revenues of the business, or the “Revenue Statement”. The Revenues Adjustment shall be an amount equal to 25% of two years net revenues minus $20,000,000. If the Revenues Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Revenues Adjustment. If the Revenues Adjustment is a negative number, Seller shall pay to Buyer and amount equal to the Revenues Adjustment. The fair value of the revenue adjustment was determined to be $1,365,038 owed to Seller and recorded as a contingent liability as of December 31, 2021.

The Purchase Agreement contains representations, warranties, and covenants believed to be customary for a transaction of this nature, including covenants as to indemnification for breaches of certain representations, warranties and covenants, subject to certain exclusions and caps. Further, the completion of the Acquisition is subject to release of all liens and to the satisfaction of closing conditions, including the continued employment of certain Company employees.

The fair value of the purchase consideration issued to Spectrum Semiconductor Materials was allocated to the net tangible assets acquired. The Company accounted for the Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $4,098,516. The excess of the aggregate fair value of the net tangible assets has been allocated to net intangible assets of $7,389,794.

~~Table of Contents~~

~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~

	AmpliTech Inc.			Spectrum			Corporate			Total
Revenue	$	1,222,199		$	2,890,100			-		$	4,112,299
Cost of Goods Sold		760,179			1,535,589			-			2,295,768
Net Income (Loss)		(1,009,532	)		720,854			(293,288	)		(581,966	)
Total Assets		13,870,908			16,946,958			3,140,686			33,958,552
Depreciation and Amortization		82,175			32,270			-			114,445
Interest Income (Expense), net		16,939			(75	)		(3,093	)		13,771

The following table ~~summarizes~~presents summary information by segment for the ~~allocation of the purchase price of the acquisition:~~three months ended March 31, 2022:

Purchase consideration at fair value:

Cash

$ 8,000,000

Common stock

665,200

Net working capital adjustment

708,076

Indemnification escrow amount

750,000

Fair value of revenue earnout

1,365,038

Total purchase price

$ 11,488,314

Allocation of purchase price:

Working Capital

$ 3,730,133

Property and Equipment

99,188

Goodwill

4,696,883

Tradename

514,284

Customer relationships

2,178,631

Right of Use operating lease asset

858,508

Right of Use operating lease liability

(619,271 )
Other asset

29,958

Net assets acquired

$ 11,488,314

The following table summarizes the Company’s consolidated results of operations, as well as unaudited proforma consolidated results of operations as though the acquisition had occurred on January 1, 2021:

For the three months ended

March 31, 2021

As Reported

Pro Forma

Net sales

$ 472,974

$ 4,059,487

Net income(loss) attributable to common shareholders

(879,931 )

93,630

Earnings per common share, basic and diluted:

Basic

(0.16 )

0.01

Diluted

(0.16 )

0.01

	AmpliTech Inc.			Spectrum		Corporate			Total
Revenue	$	1,068,155		$	4,031,365		-		$	5,099,520
Cost of Goods Sold		644,338			2,131,584		-			2,775,922
Net Income (Loss)		(805,856	)		1,077,984		(268,503	)		3,625
Total Assets		16,466,809			15,121,520		2,655,372			34,243,701
Depreciation and Amortization		53,681			31,520		-			85,201
Interest Expense, net		2,924			-		3,473			6,397

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Acquisition been completed as of January 1, 2021 or to project potential operating results as of any future date or for any future periods.

~~(6)~~(5) Marketable Securities

The following table is a summary of marketable securities at March 31, ~~2022:~~2023:

	Adjusted Cost		Realized Gains	Realized Loss	Fair Value		Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value
Level 1 (1)
Money Market Fund	$	2,500,026			$	2,500,026	$	7,216		-		-	$	7,216
Marketable Equitable Securities								3,003,372		18,546		-		3,021,918

Total	$	2,500,026			$	2,500,026	$	3,010,588		18,546		-	$	3,029,134

Cash and cash equivalents in our marketable securities account at March 31, ~~2022~~2023 was ~~$2,500,026.~~$7,216.

(1)

~~(1)~~ Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.

When evaluating an investment for impairment, the Company reviews factors including the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of March 31, ~~2022,~~2023, the Company does not consider any of its investments to be impaired.

~~(7) Inventories~~

~~The inventory consists of the following at March 31, 2022 and December 31, 2021:~~

March 31,

December 31,

2022

2021

Raw Materials

$ 803,369

$ 609,841

Work-in Progress

257,399

162,072

Finished Goods

4,607,437

4,452,885

Subtotal

$ 5,668,205

$ 5,224,798

Less: Reserve for Obsolescence

(1,035,986 )

(1,031,986 )

Total

$ 4,632,219

$ 4,192,812

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~(8)~~(6) Inventories

The inventory consists of the following at March 31, 2023, and December 31, 2022:

	March 31,			December 31,
	2023			2022

Raw Materials	$	837,148		$	872,184
Work-in Progress		264,673			229,771
Finished Goods		6,596,044			6,658,166
Subtotal	$	7,697,865		$	7,760,121
Less: Reserve for
Obsolescence		(1,128,000	)		(1,128,000	)

Total	$	6,569,865		$	6,632,121

(7) Property and Equipment

Property and Equipment consisted of the following at March 31, ~~2022~~2023 and December 31, ~~2021:~~2022:

							March 31,			December 31,
	March 31,			December 31,			2023			2022
	2022			2021
Lab Equipment	$	1,934,976		$	1,893,564		$	2,507,774		$	2,455,045
Manufacturing Equipment		117,095			25,000			129,745			129,745
Automobiles		7,335			7,335			7,335			7,335
Computer Equipment and Software		170,105			159,315			203,051			210,240
Leasehold Improvements		25,571			0			84,171			78,042
Furniture and Fixtures		73,747			27,504			148,987			148,987

Subtotal		2,328,829			2,112,718			3,081,063			3,029,394
Less: Accumulated Depreciation		(805,278	)		(757,430	)		(1,082,799	)		(1,005,707	)

Total	$	1,523,551		$	1,355,288		$	1,998,264		$	2,023,687

Depreciation expense for the three months ended March 31, 2023, and 2022, was $77,092 and ~~2021 was~~ $47,848, respectively, of which $57,894 and ~~$14,186, respectively.~~$39,385, 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.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

~~(9)~~(8) Goodwill and Intangible Assets

Goodwill

Goodwill is related to ~~the acquisition of Specialty on September 12, 2019 and~~ 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 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 purposes and is not amortizable for financial statement purposes. As of March 31, ~~2022~~2023, and December 31, ~~2021,~~2022, the carrying value of goodwill was ~~valued at $4,817,019~~$4,698,883, respectively.

Other Intangible Assets

Intangible assets with an estimated useful life of fifteen and twenty years consisted of the following at March 31, ~~2022:~~2023:

	Gross Carrying		Accumulated				Weighted		Gross Carrying		Accumulated				Weighted Average
	Amount		Amortization		Net		Average Life		Amount		Amortization		Net		Life
Trade name	$	584,517	$	0	$	584,517	Indefinite		$	584,517	$	-	$	584,517	Indefinite
Customer relationships		2,591,491		97,438		2,494,053		18.73		2,591,491		233,894		2,357,597	17.57
Intellectual Property		202,771		34,612		168,159		12.		202,771		48,130		154,641	11.46

Total	$	3,378,779	$	132,050	$	3,246,729			$	3,378,779	$	282,024	$	3,096,755

Amortization expense for the three months ended March 31, 2023 and 2022 was $37,353, respectively.

Annual amortization of intangible assets are as follows:

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

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~Amortization expense for the three months ended March 31, 2022 and 2021 was $37,353 and $10,120, respectively.~~

~~Annual amortization of intangible assets are as follows:~~

2022
112,621
2023
149,974
2024
149,974
2025
149,974
2026
149,974
Thereafter
1,949,695
$ 2,662,212

~~(10)~~(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 represents a 5% membership interest, and in aggregate a 20% membership interest. ~~SN2N plans~~On June 15, 2022, an amendment to ~~design and manufacture an un-hackable communications channel that creates~~the membership interest purchase agreement was made to reflect a ~~new security paradigm; a state-of-the art signal amplification secured~~19.9% membership interest. In light of this amendment, the Company overpaid by ~~intelligence-community-caliber hardware encryption. AmpliTech would serve as exclusive manufacturer~~$1,750 for the ~~low noise amplifier product line used with this encryption technology.~~membership interest and was subsequently reimbursed. As of March 31, ~~2022,~~2023, the Company has made an investment of ~~$350,000~~$348,250 for a ~~20%~~19.9% membership interest.

~~(11) Line of Credit~~(10) Leases

~~On November 20, 2021, AmpliTech renewed its business line of credit for $750,000 maturing on November 1, 2022.~~ The line is evaluated monthly on a borrowing base formula advancing 75% of accounts receivables aged less than 90 days and 50% of inventory raw materials costs. The interest rate shall be based upon the Wall Street Journal Prime Rate, plus 1%. The Company has the option to prepay all or any portion of the amount owed prior to its due date without penalty.

~~In connection with the loan, the Company granted the lender a security interest~~following was included in ~~all of its respective assets. In addition, the President and CEO, has agreed to guarantee the loan.~~

Asour balance sheet as of March 31, ~~2022 and 2021, the outstanding balance on the line of credit was $0.~~2023:

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

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

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

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~(12) Leases~~

~~The following was included in our balance sheet as of March 31, 2022:~~

Operating leases

March 31,
2022

Assets

ROU operating lease assets

$ 1,027,699

Liabilities

Current portion of operating lease

$ 374,110

Operating lease, net of current portion

$ 722,779

Total operating lease liabilities

$ 1,096,889

Finance leases

Assets

Property and equipment, gross

$ 157,184

Accumulated depreciation

(84,206 )
Property and equipment, net

$ 72,978

Liabilities

Current portion of financing lease

$ 34,102

Finance lease, net of current portion

$ 8,789

Total operating lease liabilities

$ 42,891

The weighted average remaining lease term and weighted average discount rate at March 31, ~~2022~~2023 were as follows:

Weighted average remaining lease term (years)	March 31, ~~2022~~2023
Operating leases		~~2.76~~9.10
~~Finance~~Financing leases		~~1.25~~2.50
Weighted average discount rate
Operating leases		~~4.25~~4.49	%
~~Finance~~Financing leases		~~4.89~~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 March 31, 2023:

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

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~Finance Lease~~

The Company entered into a 60-month lease agreement to finance certain laboratory equipment in July 2018 with a purchase option of $1. As such, the Company has accounted for this transaction as a finance lease.

~~The following table reconciles future minimum finance lease payments to the discounted lease liability as of March 31, 2022:~~

2022

28,334

2023

18,889

Total lease payments

47,223

Less imputed interest

(1,411 )
Less sales tax

(2,921 )
Total lease obligations

42,891

Less current obligations

(34,102 )
Long-term lease obligations

$ 8,789

Operating Leases

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

On January 15, 2016, the Company entered into a five-year agreement to lease 2 copiers with and annual payment of $2,985. This lease was terminated on November 16, 2020 and the Company entered into a new five-year agreement to lease 2 copiers with an annual payment of $3,976.

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~~exercised. On April 13, 2023, this lease was terminated subject to the terms of ~~March 31, 2022.~~a Surrender Agreement between the Company and landlord.

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 into 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.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

The following table reconciles future minimum operating lease payments to the discounted lease liability as of March 31, ~~2022:~~2023:

2022		308,943
2023		419,050			578,423
2024		405,944			765,075
2025		30,876			400,321
2026					383,347
Thereafter					3,112,070
Total lease payments		1,164,813			5,239,236
Less imputed interest		(67,924	)		(1,026,068	)
Total lease obligations		1,096,889			4,213,168
Less current obligations		(374,110	)		(597,920	)
Long-term lease obligations	$	722,779		$	3,615,248

~~(13)~~(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 of $9,203 due October 1, ~~2024 of $9,203.~~2024. As of March 31, ~~2022,~~2023, the balance of this promissory note was ~~$263,508.~~$158,055. Principal payments of ~~$15,612~~$24,960 along with interest expense of ~~$2,816 was~~$2,681 were paid during the three months ended March 31, ~~2022. The promissory note is secured by certain assets of the Company.~~

~~Table of Contents~~

~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022 and 2021~~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:

Table of Contents

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

On December 20, 2019, the Company borrowed $58,192 to be paid over a three-year term with monthly payments of $1,736 at an interest rate of 5.26%. The balance as of March 31, 2022 was $13,633. Principal payments of $4,997 and interest expense of $211 was paid for the three months ended March 31, 2022.

	·	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 4.268%. The balance as of March 31, ~~2022~~2023, was ~~$10,321.~~$812. Principal payments of ~~$2,311~~$2,418 and interest expense of ~~$134 was~~$27 were paid for the three months ended March 31, ~~2022.~~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 4.278%. The balance as of March 31, ~~2022~~2023, was ~~$16,552.~~$2,418. Principal payments of ~~$3,435~~$3,593 and interest expense of ~~$213 was~~$55 were paid for the three months ended March 31, ~~2022.~~2023.

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

In January 2022, the Company purchased machinery for $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 March 31, ~~2022~~2023, was ~~$72,459.~~$31,349. Principal payments of ~~$10,156~~$10,351 and interest expense of ~~$376 was~~$182 were paid for the three months ended March 31, ~~2022.~~2023.

Future principal payments over the term of the ~~loans~~notes payable as of March 31, ~~2022~~2023 are as follows:

	Payments		Payments
2022		155,663
2023		131,210	$	103,036
2024		89,599		89,597
Total remaining payments	$	376,472	$	192,633

~~(14)~~(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 be 1,000,000 shares, $0.001 per share.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

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.

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. In connection with the~~Company priced its underwritten public offering of 1,371,428 units at ~~an offering price of~~ $7.00 per ~~unit were sold.~~unit. Each unit issued in the offering consisted of one share of common stock and one warrant. ~~Maxim Group LLC acted as sole book-running manager for the offering. Net proceeds received was $8,119,502.~~

~~On February 24, 2021, Maxim Group LLC exercised~~Concurrently, AmpliTech effected a 1-for-20 reverse split of its ~~overallotment option to purchase an additional 205,714 shares of common stock. Net proceeds received was $1,330,095.~~

~~As of December 31, 2021, 210,700 warrants were exercised at an exercise price of $7.00 and 210,700 shares of~~outstanding common stock ~~were issued. Gross proceeds received were $1,474,900.~~

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~~AmpliTech Group, Inc.~~

~~Notes To Condensed Consolidated Financial Statements~~

~~For The Three Months Ended March 31, 2022~~ and ~~2021~~

~~On April 15, 2021,~~uplisted to the ~~Company entered into definitive agreements with certain institutional investors for the sale of 2,715,000 shares of~~Nasdaq Capital Market, where its common stock ~~in a registered direct offering priced at-the-market~~and warrants trade under ~~NASDAQ rules. Concurrently,~~ the Company agreed to issue to the investors, in a private placement, warrants to purchase an aggregate of 1,900,500 shares of common stock at an exercise price of $8.48 per share with a five-year term. Maxim Group LLC acted as the exclusive placement agent for this offering. The shares of common stock as described were offered pursuant to a “shelf” registration statement filed with the SEC on April 1, 2021symbols “AMPG” and declared effective on April 14, 2021. The aggregate gross proceeds to the Company were approximately $23 million dollars before deducting placement agent’s fees and expenses. The offering closed on April 16, 2021. On April 30, 2021, the Company filed a registration statement providing for the resale of the shares of common stock issuable upon the exercise of the warrants issued in the private placement. The registration statement became effective on May 11, 2021.

~~On December 15, 2021, 188,442 unregistered shares of AmpliTech’s common stock were issued as part of the Spectrum Semiconductor Materials acquisition for $665,200.~~“AMPGW,” respectively.

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.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

Stock Options:

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

Below is a table summarizing the changes in stock options outstanding for the three months ended March 31, ~~2022:~~2023:

			Weighted Average		Number of		Weighted Average Exercise
	Number of Options		Exercise Price ($)		Options		Price ($)
Outstanding at December 31, 2021		305,500	$	3.74
Outstanding at December 31, 2022						916,000	$	2.49
Granted		-		0		2,000	$	2.59
Exercised		-		0		-		-
Expired		-		0		-		-
Outstanding at March 31, 2022		305,500	$	3.74
Exercisable at March 31, 2022		305,500	$	3.70
Outstanding at March 31, 2023						918,000	$	2.49
Exercisable at March 31, 2023						380,484	$	3.18

As of ~~March~~December 31, 2022, all outstanding stock options were issued according to the Company's 2020 Plan, and there ~~remains 944,500~~remain 257,000 shares of common stock available for future issuance under the 2020 Plan.

Stock-based compensation expense related to stock options of ~~$23,049~~$61,224 was recorded for the three months ended March 31, ~~2022.~~2023. As of March 31, ~~2022,~~2023, the remaining unrecognized compensation cost related to non-vested stock options is ~~$188,184~~$929,066 and is expected to be recognized over ~~3.32~~5 years. The outstanding stock options have a weighted average remaining contractual life of ~~5.40~~5.49 years and a total intrinsic value of ~~$0.~~

~~Warrants:~~

~~Below is a table summarizing the changes in warrants outstanding for the three months ended March 31, 2022:~~

Weighted Average

Number of
Warrants

Exercise
Price ($)

Outstanding at December 31, 2021

3,266,942

$
7.83

Granted

-

-

Exercised

-

-

Expired

-

-

Outstanding at March 31, 2022

3,296,942

$ 7.83

Exercisable at March 31, 2022

3,266,942

$ 7.86

Stock-based compensation expense related to warrants of $21,897 was recorded for the three months ended March 31, 2022. As of March 31, 2022, the remaining unrecognized compensation cost related to non-vested warrants is $27,005. The outstanding warrants have a weighted average remaining contractual life of 6.06 years and a total intrinsic value of $0.$544,090.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

For The Three Months Ended March 31, ~~2022~~2023, and ~~2021~~2022

~~(15) Commitments and Contingencies~~Warrants:

On ~~November 19,~~February 17, 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 of the assets of the Company ~~(the “Acquisition”). The Acquisition was completed on December 15, 2021.~~priced its underwritten public offering of 1,371,428 units at $7.00 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant. Concurrently, AmpliTech effected a 1-for-20 reverse split of its outstanding common stock and uplisted to the Nasdaq Capital Market, where its common stock and warrants trade under the symbols “AMPG” and “AMPGW,” respectively.

~~Within forty (40) days after December 31, 2022, AmpliTech,~~Maxim Group LLC acted as ~~stipulated in~~sole book-running manager for the ~~Purchase Agreement, will prepare~~offering and ~~deliver~~partially exercised its overallotment option to ~~Seller a statement setting forth its calculation of Two Years Net Revenues of~~purchase 205,714 warrants at the ~~business, or the “Revenue Statement”.~~public offering price. The ~~Revenues Adjustment shall be an amount equal to 25% of two~~warrants expire ten years net revenues minus $20,000,000. If the Revenues Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Revenues Adjustment. If the Revenues Adjustment is a negative number, Seller shall pay to Buyer and amount equal to the Revenues Adjustment. The fair value of the revenue adjustment was determined to be $1,365,038 owed to Seller and recorded as a contingent liability as of March 31, 2022 and December 31, 2021.

~~(16) Subsequent events~~

~~In accordance with ASC 855-10, Company management reviewed all material events through~~from the date of ~~this report.~~ issuance.

~~On October 15,~~Effective April 16, 2021, the Company entered into 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 decidesdefinitive agreements with certain institutional investors to sell 2,715,000 shares of common stock in a registered direct offering priced at the ~~property,~~market under NASDAQ rules. Concurrently, the Company ~~shall have~~agreed to issue to the ~~right of first offer~~investors, in a private placement, warrants to purchase ~~subject property. Upon lease execution, the Company paid two months~~an aggregate of ~~base rent as~~1,900,500 shares of common stock at an exercise price of $8.48 per share with a ~~security deposit and one month’s rent totaling $86,560. The Company moved into the new manufacturing and headquarters facility April 1, 2022.~~five-year term.

On ~~May 5, 2022,~~July 20, 2021, in connection with a product development agreement with an unrelated party, the Company ~~borrowed $441,139~~issued warrants to ~~be paid over~~purchase 30,000 shares of common stock. The warrants vest in one year from issuance, with an exercise price of $5.00 per share. The Company has calculated these warrants estimated fair market value at $88,803 using the Black-Scholes model, with the following assumptions: expected term 3.0 years, stock price $3.80, exercise price $5.00, volatility 149.8%, risk-free rate 0.37%, and no forfeiture rate.

Below is a ~~three-year term with monthly payments~~table summarizing the changes in warrants outstanding for the three months ended March 31, 2023:

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

The outstanding warrants have a weighted average remaining contractual life of ~~$13,341 totaling $480,276. An advance payment~~2.99 years and a total intrinsic value of ~~$26,682 will be applied to the first and last month’s payments. This equipment is secured by a money market account with a balance of $500,000.~~$0.

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AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements (unaudited)

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

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 March 31, 2023, 10,000 RSU’s have vested.

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

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

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

(13) Subsequent events

On April 13, 2023, the lease located in Ronkonkoma, NY was terminated subject to the terms of a Surrender Agreement between the Company and Landlord.

On April 17, 2023, the Company signed a distribution agreement with NGK Electronics Devices, to become their US distributor for their RF Microwave products.

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

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

Specialty ~~Microwave~~ designs and manufactures ~~state-of- the-art precision SATCOM~~passive microwave components RFand related subsystems that meet individual customer specifications for both domestic and ~~specialized electronic assemblies~~international customers for ~~the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more.~~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.

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

In ~~2021,~~August 2022, the ~~Company opened a monolithic microwave integrated circuits~~AmpliTech Group True G Speed Services (“~~MMIC”~~TGSS”) ~~chip design center~~division was formed to enable “true G speeds” to the industry. TGSS’ main function will be to plan and configure 5G radio systems and make them O-RAN compliant. TGSS will implement AmpliTech’s low noise amplifier devices in ~~Texas~~these systems to promote greater coverage, longer range 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.faster speeds.

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

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

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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.

~~Recent Developments~~

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 May 5, 2022, the Company borrowed $441,139 to be paid over a three-year term with monthly payments of $13,341 totaling $480,276. An advance payment of $26,682 will be applied to the first and last month’s payments. This equipment is secured by a money market account with a balance of $500,000.

Results of Operations

For the Three Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022

Revenues

Sales ~~increased~~decreased from ~~$472,974 for the three months ended March 31, 2021 to~~ $5,099,520 for the three months ended March 31, 2022, to $4,112,299 for the three months ended March 31, 2023, a decrease of $987,221 or approximately 19.36%. Sales in the amplifier and related passive microwave components and subsystems division increased by $154,044, or 14.42%, resulting primarily from an increase in telecommunication applications. Spectrum sales decreased by $1,141,265, or 28.31%, a decline attributable to a decrease in sales from international customers. During the COVID-19 pandemic, Spectrum was able to stock inventory to resell in anticipation of ~~$4,626,546 or approximately 978.18%. Sales increased primarily due to~~potential stock outages and supply chain issues. Thus, as a distributor, the ~~acquisition of Spectrum Microwave, whose sales~~effect COVID placed on the supply chain in 2021 and 2022 triggered higher demand for ~~this quarter totaled $4,031.365. Following the easing of~~our integrated circuit (IC) packaging. With COVID restrictions ~~amplifier~~ and ~~RF subsystems~~worldwide supply chain concerns easing, the demand for IC packaging has decreased. However, our RFQ (Request for Quote) activity remains strong which should translate into increased sales ~~increased as well for the three-month period by $595,181 or 125.84%.~~in subsequent quarters.

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Cost of Goods Sold and Gross Profit

Cost of Goods Sold ~~increased~~decreased from ~~$417,993 for the three months ended March 31, 2021 to~~ $2,775,922 for the three months ended March 31, 2022, ~~an increase~~to $2,295,768 for the three months ended March 31, 2023, a decrease of ~~$2,357,929~~$480,154 or ~~approximately 564.11%~~17.30%. ~~This increase~~Overall, this decrease is directly related to ~~approximately $2,131,584 of additional expense included~~the decline in ~~cost of goods sold as part of the SSM acquisition and the~~Spectrum sales. However, AmpliTech did experience an increase in ~~sales.~~direct labor. As a result, ~~the~~ gross profit was $1,816,531 for the three months ended March 31, 2023, compared to $2,323,598 for the three months ended March 31, 2022, ~~compared to $54,981 for the three months ended March 31, 2021, an increase~~a decrease of ~~$2,268,617~~$507,067, or ~~4126.18%~~21.82%. ~~As a result of the acquisition and the increase in LNA and RF subsystems sales,~~Overall, gross profit as a percentage of sales ~~increased~~decreased to ~~45.57%~~44.17% from ~~11.62%~~45.57%. AmpliTech reported a gross profit margin of 37.80% while Spectrum’s gross profit margin was 46.87%.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to ~~$1,901,310~~$2,086,912 for the three months ended March 31, ~~2022~~2023, from ~~$901,325~~$1,901,310 for the first three months ended March 31, ~~2021,~~2022, an increase of ~~$999,985~~$185,602 or approximately ~~110.95%~~9.76%. ~~With the acquisition of Spectrum, selling, general and administrative expenses increased by $821,797. In addition,~~Parent company expenses such as ~~salaries, employee benefits, accounting fees,~~ IR/PR, ~~advertising,~~D&O insurance, stock compensation and consulting have increased. The Company attended three trade shows this quarter which resulted in an increase in trade show, ~~expenses~~marketing and business development expenses. Additionally, with the relocation to the new facility, rent and utilities have ~~increased as well.~~increased.

Research and Development Expenses

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

AGMDC, the MMIC chip design center in Texas has started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications and are widely desired for power amplification solutions to service emerging technologies such as phased array antennas and quantum computing. AGMDC is expected to start contributing to revenue during 2022.

Research and development costs for the three months ended March 31, 2023, and 2022, were $348,730 and ~~2021 were~~ $413,303, ~~and $7,229, respectively.~~respectively, a decrease of $64,573, or 15.62%, resulting from the decrease in consulting expense.

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Income (Loss) From Operations

As a result of the above, the Company ~~has income from operations of $8,985 and~~reported a ~~net~~ loss from operations of ~~$853,573~~$619,111 and income of $8,985 for the three months ended March 31, ~~2022~~2023, and ~~2021,~~2022, respectively.

Other Income (Expenses)

~~Interest~~The Company recorded interest income, net of $13,771 and interest expense ~~decreased by $20,998 or 79.66%, when comparing~~of $5,360 for the three months ended March 31, ~~2022~~2023, and 2022.

Due to market fluctuations, the Company recorded an unrealized gain on investments of $18,546 and a realized gain on investments of $4,828 for the three months ended March 31, ~~2021. The decrease was primarily due to the repayment of debt.~~2023.

Net Income (Loss)

The Company reported a net loss of $581,966 for the three months ended March 31, 2023, compared to net income of $3,625 for the three months ended March 31, ~~2022, compared to a loss of $879,931 for the three months ended March 31, 2021.~~2022.

Liquidity and Capital Resources

Operating Activities

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

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

Investing Activities

The net cash used in ~~operating~~investing activities for the three months ended March 31, ~~2021~~2023, was ~~$658,991, resulting primarily from~~$2,807,591, of which $51,669 related to the ~~net loss~~purchase of equipment and $2,755,922 for the ~~operating changes in accounts receivable, inventories, and the operating lease liability.~~

~~Investing Activities~~purchase of marketable securities.

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

Financing Activities

The net cash used in ~~investing~~financing activities for the three months ended March 31, ~~2021~~2023, was ~~$15,000 for~~$2,234,759, resulting primarily from the ~~purchase~~repayments of ~~equipment.~~

~~Financing Activities~~notes payable, financing lease liabilities, and the revenue earnout.

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

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~~The net cash provided by financing activities for the three months ended~~As of March 31, ~~2021 was $10,329,693 which includes $10,582,197 million from new issuances~~2023, we had cash and cash equivalents of ~~common stock~~$7,595,366, working capital of $17,666,377, and ~~warrants, netted against the repayment~~an accumulated deficit of ~~the line of credit, notes payable and finance lease payments.~~

We have historically financed our operations by the issuance of debt from third party lenders, equity offerings, notes issued to various private individuals and personal funds advanced from time to time by the majority shareholder, who is also the President and Chief Executive Officer of the Company.$7,886,250.

As of ~~March~~December 31, 2022, we had cash and cash equivalents of ~~$15,958,960, a~~$13,290,222, working capital of ~~$20,285,198~~$18,149,940, and an accumulated deficit of ~~$6,623,552.~~

~~As of December 31, 2021, we had cash and cash equivalents of $18,018,874, a working capital of $20,467,429 and an accumulated deficit of $6,627,177.~~$7,304,284.

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

Critical Accounting Policies, Estimates and Assumptions

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

The discussion and analysis of our financial condition and results of operations is based upon ~~our~~ financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month period ended March 31, ~~2022,~~2023, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

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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 March 31, ~~2022,~~2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

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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.

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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		XBRL Instance Document
101. SCH		XBRL Taxonomy Extension Schema Document
101. CAL		XBRL Taxonomy Extension Calculation Link base Document
101. DEF		XBRL Taxonomy Extension Definition Link base Document
101. LAB		XBRL Taxonomy Extension Label Link base Document
101. PRE		XBRL Taxonomy Extension Presentation Link base Document

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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: May ~~16, 2022~~15, 2023	By:	/s/ Fawad Maqbool
		Fawad Maqbool
		President and Chief Executive Officer (Principal Executive Officer)

Date: May ~~16, 2022~~15, 2023

By:

/s/ Louisa Sanfratello

Louisa Sanfratello

Chief Financial Officer

(Principal Financial and Accounting Officer)

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		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39	38

Item 4.	Controls and Procedures	39	38

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	40	39

Item 1A.	Risk Factors	40	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40	39

Item 3.	~~Default~~Defaults Upon Senior Securities	40	39

Item 4.	Mine Safety Disclosures	40	39

Item 5.	Other Information	40	39

Item 6.	Exhibits	41	40

SIGNATURES		42	41

	For The Three Months Ended March 31, 2022
	Series A Convertible Preferred				Common Stock				Additional						Total
	Number of		Par		Number of		Par		Paid-In			Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital			Deficit			Equity

Balance, December 31, 2021		-	$	0		9,582,113	$	9,582	$	35,651,088		$	(6,627,177	)	$	29,033,493

Stock based compensation		-		0				0		44,946			0			44,946

Net income for the three months ended March 31, 2022		-		0		-		0		0			3,625			3,625

Balance March 31, 2022		-	$	0		9,582,113	$	9,582	$	35,696,034		$	(6,623,552	)	$	29,082,064

	For The Three Months Ended March 31, 2021

Balance, December 31, 2020		-	$	0		4,839,448	$	4,839	$	2,303,815		$	(1,868,372	)	$	440,282

Common stock issued in public offering		-		0		1,577,142		1,578		9,448,019			0			9,449,597

Additional shares issued in connection to reverse split due to rounding		-		0		1,381		1		(1	)		0			0

Common stock issued upon exercise of warrants		-		0		161,800		162		1,132,438			0			1,132,600

Stock based compensation		-		0		-		0		54,000			0			54,000

Net loss for the three months ended March 31, 2021		-		0		-		0		0			(879,931	)		(879,931	)

Balance, March 31, 2021		-	$	0		6,579,771	$	6,580	$	12,938,271		$	(2,748,303	)	$	10,196,548

March 31, 2022	AmpliTech Inc.			Spectrum		Corporate			Total
Revenue	$	1,068,155			4,031,365	$	0		$	5,099,520
Cost of Goods Sold		644,338			2,131,584		0			2,775,922
Net Income (Loss)		(805,856	)		1,077,984		(268,503	)		3,625
Total Assets		16,466,809			15,121,520		2,655,372			34,243,701
Depreciation and Amortization		53,681			31,520		0			85,201
Interest Expense		2,924			0		3,473			6,397

Purchase consideration at fair value:
Cash	$	8,000,000
Common stock		665,200
Net working capital adjustment		708,076
Indemnification escrow amount		750,000
Fair value of revenue earnout		1,365,038
Total purchase price	$	11,488,314

Allocation of purchase price:
Working Capital	$	3,730,133
Property and Equipment		99,188
Goodwill		4,696,883
Tradename		514,284
Customer relationships		2,178,631
Right of Use operating lease asset		858,508
Right of Use operating lease liability		(619,271	)
Other asset		29,958
Net assets acquired	$	11,488,314

	For the three months ended
	March 31, 2021
	As Reported			Pro Forma

Net sales	$	472,974		$	4,059,487
Net income(loss) attributable to common shareholders		(879,931	)		93,630
Earnings per common share, basic and diluted:
Basic		(0.16	)		0.01
Diluted		(0.16	)		0.01

2022		112,621
2023		149,974
2024		149,974
2025		149,974
2026		149,974
Thereafter		1,949,695
	$	2,662,212

2022		28,334
2023		18,889
Total lease payments		47,223
Less imputed interest		(1,411	)
Less sales tax		(2,921	)
Total lease obligations		42,891
Less current obligations		(34,102	)
Long-term lease obligations	$	8,789

			Weighted Average
	Number of Warrants		Exercise Price ($)
Outstanding at December 31, 2021		3,266,942	$	7.83
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding at March 31, 2022		3,296,942	$	7.83
Exercisable at March 31, 2022		3,266,942	$	7.86