Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | AmpliTech Group, Inc. | |
Entity Central Index Key | 0001518461 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 9,629,613 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40069 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 27-4566352 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 155 Plant Avenue | |
Entity Address City Or Town | Hauppauge | |
Entity Address State Or Province | NY | |
Entity Address Postal Zip Code | 11788 | |
City Area Code | 631 | |
Local Phone Number | 521-7831 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | AMPG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 14,361,554 | $ 18,018,874 |
Accounts receivable, net | 2,523,698 | 1,659,878 |
Other Receivable | 10,526 | 201,215 |
Inventories, net | 5,703,176 | 4,192,812 |
Prepaid expenses | 600,196 | 210,028 |
Total Current Assets | 23,199,150 | 24,282,807 |
Property and equipment, net | 1,708,812 | 1,355,288 |
Right of use operating lease assets | 4,494,806 | 1,115,588 |
Intangible assets, net | 3,209,263 | 3,284,082 |
Goodwill | 4,817,019 | 4,817,019 |
Investment | 348,250 | 250,000 |
Security deposits | 121,217 | 122,404 |
Total Assets | 37,898,517 | 35,227,188 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,733,177 | 3,006,334 |
Customer deposits | 362,544 | 253,909 |
Current portion of financing obligations | 50,149 | 33,688 |
Current portion of operating obligations | 565,372 | 391,571 |
Current portion of notes payable | 298,247 | 129,876 |
Total Current Liabilities | 3,009,489 | 3,815,378 |
Long Term Liabilities | ||
Finance lease, net of current obligations | 57,438 | 17,471 |
Operating lease, net of current obligations | 4,066,697 | 795,317 |
Notes payable, net of current portion | 450,004 | 200,491 |
Revenue earnout | 1,365,038 | 1,365,038 |
Total Liabilities | 8,948,666 | 6,193,695 |
Commitments and Contingencies | 0 | 0 |
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, 9,629,613 and 9,582,113 shares issued and outstanding, respectively | 9,630 | 9,582 |
Additional paid-in capital | 35,933,313 | 35,651,088 |
Accumulated deficit | (6,993,092) | (6,627,177) |
Total Stockholders' Equity | 28,949,851 | 29,033,493 |
Total Liabilities and Stockholders' Equity | $ 37,898,517 | $ 35,227,188 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 9,629,613 | 9,582,113 |
Common stock, shares outstanding | 9,629,613 | 9,582,113 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, share outstanding | 0 | 0 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Convertible Preferred Shares [Member] | ||
Preferred stock, share issued | 0 | 0 |
Preferred stock, share outstanding | 0 | 0 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 4,584,042 | $ 1,024,410 | $ 9,683,562 | $ 1,497,386 |
Cost of goods sold | 2,546,323 | 679,787 | 5,322,245 | 1,097,781 |
Gross Profit | 2,037,719 | 344,623 | 4,361,317 | 399,605 |
Operating Expenses | ||||
Selling, general and administrative | 2,221,785 | 987,818 | 4,123,095 | 1,889,143 |
Research and development | 175,836 | 55,732 | 589,139 | 62,962 |
Total operating expenses | 2,397,621 | 1,043,550 | 4,712,234 | 1,952,105 |
Loss From Operations | (359,902) | (698,927) | (350,917) | (1,552,500) |
Other Income (Expenses) | ||||
Gain on extinguishment of debt | 0 | 232,200 | 0 | 232,200 |
Unrealized gain on investments | 0 | 672 | 0 | 672 |
Interest expense, net | 9,638 | (6,640) | (14,998) | (32,998) |
Total other income (expense) | (9,638) | 226,232 | (14,998) | 199,874 |
Loss Before Income Taxes | (369,540) | (472,695) | (365,915) | (1,352,626) |
Provision For Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (369,540) | $ (472,695) | $ (365,915) | $ (1,352,626) |
Net Loss Per Share; | ||||
Basic | $ (0.04) | $ (0.05) | $ (0.04) | $ (0.19) |
Diluted | $ (0.04) | $ (0.05) | $ (0.04) | $ (0.19) |
Weighted Average Shares Outstanding; | ||||
Basic1 | 9,589,668 | 8,863,517 | 9,585,911 | 7,225,036 |
Diluted1 | 9,589,668 | 8,863,517 | 9,585,911 | 7,225,036 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
Net loss | $ (365,915) | $ (1,352,626) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 180,280 | 50,114 |
Amortization of prepaid consulting | 0 | 134,778 |
Amortization of right-of-use operating lease asset | 233,930 | 46,789 |
Stock based compensation | 282,273 | 188,550 |
Loss on disposal of property and equipment | 1,606 | 0 |
Gain on forgiveness of debt | 0 | (232,200) |
Change in fair value of marketable securities | 0 | (672) |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (863,820) | (243,624) |
Other receivable | 190,689 | 0 |
Inventories | (1,510,364) | (288,886) |
Prepaid expenses | 327 | (196,498) |
Security deposits | 1,187 | 0 |
Accounts payable and accrued expenses | (1,273,157) | 206,715 |
Operating lease liability | (167,967) | (45,765) |
Customer deposits | 108,635 | 112,780 |
Net cash used in operating activities | (3,182,296) | (1,620,545) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (250,480) | (413,536) |
Purchase of marketable securities, net | 0 | (1,108,966) |
Investment | (98,250) | (150,000) |
Net cash used in investing activities | (348,730) | (1,672,502) |
Cash Flows from Financing Activities: | ||
Proceeds received from private placement, net of expenses | 0 | 20,976,344 |
Proceeds received from public offering, net of expenses | 0 | 9,449,597 |
Proceeds received from exercise of warrants | 0 | 1,474,899 |
Proceeds (Repayment) of line of credit, net | 0 | (200,000) |
Repayments on finance lease | (20,424) | (15,846) |
Proceeds (Repayment) of notes payable, net | (105,870) | (967,086) |
Net cash (used in) provided by financing activities | (126,294) | 30,717,908 |
Net change in cash and cash equivalents | (3,657,320) | 27,424,861 |
Cash and Cash Equivalents, Beginning of Period | 18,018,874 | 199,536 |
Cash and Cash Equivalents, End of Period | 14,361,554 | 27,624,397 |
Supplemental disclosures: | ||
Cash paid for interest expense | 12,530 | 38,400 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||
Common Stock issued on vesting of RSUs | 48 | 0 |
Finance agreement entered in exchange for prepaid assets | 441,139 | 32,222 |
Equipment received for prepaid assets | 50,644 | 0 |
Operating lease right-of-use asset and liability initial measurement | 3,626,985 | 0 |
Financed purchases of property and equipment | 145,630 | 0 |
Loss on disposal of property and equipment | $ 1,606 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Series A Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2020 | 4,839,448 | ||||
Balance, amount at Dec. 31, 2020 | $ 440,282 | $ 0 | $ 4,839 | $ 2,303,815 | $ (1,868,372) |
Common stock issued in private placement, shares | 2,715,000 | ||||
Common stock issued in private placement, amount | 20,976,344 | 0 | $ 2,715 | 20,973,629 | 0 |
Common stock issued in public offering, shares | 1,571,142 | ||||
Common stock issued in public offering, amount | 9,449,597 | 0 | $ 1,578 | 9,448,019 | 0 |
Additional shares issued in connection to reverse split due to rounding, shares | 1,381 | ||||
Additional shares issued in connection to reverse split due to rounding, amount | 0 | 0 | $ 1 | (1) | 0 |
Common stock issued upon exercise of warrants, shares | 210,700 | ||||
Common stock issued upon exercise of warrants, amount | 1,474,899 | 0 | $ 211 | 1,474,688 | 0 |
Stock based compensation | 188,550 | 0 | 0 | 188,550 | 0 |
Net loss for the six months ended June 30, 2021 | (1,352,626) | 0 | $ 0 | 0 | (1,352,626) |
Balance, shares at Jun. 30, 2021 | 9,337,671 | ||||
Balance, amount at Jun. 30, 2021 | 31,177,046 | 0 | $ 9,344 | 34,388,700 | (3,220,998) |
Balance, shares at Mar. 31, 2021 | 6,579,771 | ||||
Balance, amount at Mar. 31, 2021 | 10,196,548 | 0 | $ 6,580 | 12,938,271 | (2,748,303) |
Common stock issued in private placement, amount | 20,976,344 | 0 | 2,715 | 20,973,629 | 0 |
Common stock issued upon exercise of warrants, amount | 342,299 | 0 | 49 | 342,250 | |
Net loss for the six months ended June 30, 2021 | (472,695) | 0 | $ 0 | 0 | (472,695) |
Common stock issued in private placement,share | 2,715,000 | ||||
Common stock issued upon exercise of warrants,share | 48,900 | ||||
Stock based compensation | 134,550 | 0 | $ 0 | 134,550 | 0 |
Balance, shares at Jun. 30, 2021 | 9,337,671 | ||||
Balance, amount at Jun. 30, 2021 | 31,177,046 | 0 | $ 9,344 | 34,388,700 | (3,220,998) |
Balance, shares at Dec. 31, 2021 | 9,582,113 | ||||
Balance, amount at Dec. 31, 2021 | 29,033,493 | 0 | $ 9,582 | 35,651,088 | (6,627,177) |
Stock based compensation | 282,273 | 0 | 282,273 | 0 | |
Net loss for the six months ended June 30, 2021 | (365,915) | 0 | $ 0 | 0 | (365,915) |
Common stock issued for vesting of RSUs, shares | 47,500 | ||||
Common stock issued for vesting of RSUs, amount | 0 | 0 | $ 48 | (48) | 0 |
Balance, shares at Jun. 30, 2022 | 9,629,613 | ||||
Balance, amount at Jun. 30, 2022 | 28,949,851 | 0 | $ 9,630 | 35,933,313 | (6,993,092) |
Balance, shares at Mar. 31, 2022 | 9,582,113 | ||||
Balance, amount at Mar. 31, 2022 | 29,082,064 | 0 | $ 9,582 | 35,696,034 | (6,623,552) |
Stock based compensation | 237,327 | 0 | 0 | 237,327 | 0 |
Net loss for the six months ended June 30, 2021 | (369,540) | 0 | $ 0 | 0 | (369,540) |
Common stock issued for vesting of RSUs,share | 47,500 | ||||
Common stock issued for vesting of RSUs, amount | 0 | $ 48 | (48) | 0 | |
Balance, shares at Jun. 30, 2022 | 9,629,613 | ||||
Balance, amount at Jun. 30, 2022 | $ 28,949,851 | $ 0 | $ 9,630 | $ 35,933,313 | $ (6,993,092) |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Business Description | |
Organization and Business Description | (1) Organization and Business Description AmpliTech Group, Inc. (“AmpliTech” or the “Company”) was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech, Inc., by issuing 833,750 shares of the Company’s common stock to the shareholders of AmpliTech, Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (the “Share Exchange”). After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 889,250 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. The capital balances have been retroactively adjusted to reflect the reverse acquisition. AmpliTech designs, engineers and assembles microwave component based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer. The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite. On September 12, 2019, AmpliTech Group, Inc. acquired the assets of Specialty Microwave Corporation (“Specialty”), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications for both domestic and international customers for use in satellite communication ground networks. On February 17, 2021, AmpliTech Group, Inc., common stock and warrants under the symbols “AMPG” and “AMPGW”, respectively, commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021 as of 12:01 a.m., Eastern Time. In connection with the public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant. On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Spectrum Semiconductor Materials Inc. (the “Seller” or “SSM”), pursuant to which AmpliTech would acquire substantially all the assets of the Company (the “Acquisition”). The Acquisition was completed on December 15, 2021. Spectrum Semiconductor Materials (“SSM”), located in Silicon Valley (San Jose, CA), is a global authorized distributor of integrated circuit (“IC”) packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements. IC packaging is the case or enclosure that contains the semiconductor device to protect it from corrosion or physical damage; the IC packaging also supports the electrical contacts, which connect the semiconductor device 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 operation of the device. The Company offers multiple IC packaging 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, as well as in compliance with the Conflict Minerals Reporting Template (“CMRT”), the European Union’s Restriction of Hazardous Substances (“RoHS”) and Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) directives, as well as registered with the U.S. Government’s System for Award Management (“SAM”). 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (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. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. 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 and 2020 included in Form 10-K filed with the SEC filed on March 31, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. Reclassifications 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. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2022, the Company’s cash and cash equivalents were deposited in four financial institutions. 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 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 $0 and $39,380 has been recorded at June 30, 2022 and December 31, 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. As of June 30, 2022, $194,615 has been collected. 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 primarily of raw materials, work in progress and finished goods, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of June 30, 2022 and December 31, 2021, the reserve for inventory obsolescence was $1,114,000 and $1,031,986, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Property and equipment are depreciated as follows: Description Useful Life Method Office equipment 7 years Straight-line Machinery/shop equipment 5 to 10 years Straight-line Computer equipment/software 1 to 7 years Straight-line Vehicles 5 years Straight-line Long-lived assets Long lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset, and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. Investment Policy-Cost Method Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at June 30, 2022 (see Note 10). These investments are included in other assets on the condensed consolidated balance sheets. There were no indicators of impairment during the six months ended June 30, 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. Leases We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks. Revenue Recognition We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps: Identify the contract with the customer Identify the performance obligations in the contract 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 Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. 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. Research and development costs for the six months ended June 30, 2022 and 2021 were $589,139 and $62,962, respectively. Research and development costs for the three months ended June 30, 2022 and 2021 were $175,836 and $55,732, respectively. For financial reporting purposes, research and development costs of $62,962 was reclassed from selling and administrative expense for the six months ended June 30, 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 June 30, 2022, the Company had no material unrecognized tax benefits. 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 June 30, 2022 and 2021, there were 3,911,942 and 3,304,442, respectively, potentially dilutive shares that need to be considered as common share equivalents. 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 For the three months ended June 30, 2022: Basic EPS $ (369,540 ) 9,589,668 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (369,540 ) 9,589,668 $ (0.04 ) For the three months ended June 30, 2021: Basic EPS $ (472,695 ) 8,863,517 $ (0.05 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (472,695 ) 8,863,517 $ (0.05 ) Net Income (Loss) Shares Per Share Amount For the six months ended June 30, 2022: Basic EPS $ (365,915 ) 9,585,911 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (365,915 ) 9,585,911 $ (0.04 ) For the six months ended June 30, 2021: Basic EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash and cash equivalents, receivables, inventory, 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. 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 June 30, 2022 and December 31, 2021, the Company had $13,361,554 and $17,018,874 in excess of the FDIC insured limit, respectively. 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 June 30, 2022. Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has not completed its assessment of the standard but 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. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Revenues | (3) Revenues The following table presents sales disaggregated based on geographic regions and for the six and three months ended: For the three months ended For the six months ended AmpliTech Inc. June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Domestic sales $ 1,178,784 $ 857,630 $ 2,147,293 $ 1,260,141 International sales 257,510 167,780 357,156 237,245 Total sales $ 1,436,294 $ 1,024,410 $ 2,504,449 $ 1,497,386 Spectrum For the three months ended June 30, 2022 For the six months ended June 30, 2022 Domestic sales $ 1,640,753 $ 3,236,379 International sales 1,506,995 3,942,734 Total sales $ 3,147,748 $ 7,179,113 Total sales for the six and three months ended June 30, 2022 were $9,683,562 and $4,584,042, respectively. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting | |
Segment Reporting | (4) Segment Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The following table presents summary information by segment for the three months ended June 30, 2022: AmpliTech Inc. Spectrum Corporate Total Revenue $ 1,436,294 $ 3,147,748 - $ 4,584,042 Cost of Goods Sold 840,017 1,706,306 - 2,546,323 Net Income (Loss) (688,889 ) 733,728 (414,379 ) (369,540 ) Total Assets 20,101,395 15,716,693 2,080,429 37,898,517 Depreciation and Amortization 63,559 31,520 - 95,079 Interest Expense 7,719 - 4,679 12,398 The following table presents summary information by segment for the six months ended June 30, 2022: AmpliTech Inc. Spectrum Corporate Total Revenue $ 2,504,449 $ 7,179,113 - $ 9,683,562 Cost of Goods Sold 1,484,355 3,837,890 - 5,322,245 Net Income (Loss) (1,494,745 ) 1,811,712 (682,882 ) (365,915 ) Total Assets 20,101,395 15,716,693 2,080,429 37,898,517 Depreciation and Amortization 117,240 63,040 - 180,280 Interest Expense 10,643 - 8,153 18,796 |
Acquisition of Spectrum Semicon
Acquisition of Spectrum Semiconductors Materials | 6 Months Ended |
Jun. 30, 2022 | |
Acquisition of Spectrum Semiconductors Materials | |
Acquisition of Spectrum Semiconductors Materials | (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. 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. The following table summarizes the allocation of the purchase price of the acquisition: 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 six months ended June 30, 2021 As Reported Pro Forma Net sales $ 1,497,386 $ 8,331,908 Net income(loss) attributable to common shareholders (1,352,626 ) 400,862 Earnings per common share, basic and diluted: Basic $ (0.19 ) $ 0.04 Diluted $ (0.19 ) $ 0.04 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. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Marketable Securities | |
Marketable Securities | (6) Marketable Securities The following table is a summary of marketable securities at June 30, 2022: Adjusted Realized Realized Fair Cost Gains Loss Value Level 1 (1) Money Market Fund $ 2,000,013 $ 2,000,013 Total $ 2,000,013 $ 2,000,013 Cash and cash equivalents in our marketable securities account at June 30, 2022 was $2,000,013. (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 June 30, 2022, the Company does not consider any of its investments to be impaired. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventories | |
Inventories | (7) Inventories The inventory consists of the following at June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Raw Materials $ 868,110 $ 609,841 Work-in Progress 377,376 162,072 Finished Goods 5,571,690 4,452,885 Subtotal $ 6,817,176 $ 5,224,798 Less: Reserve for Obsolescence (1,114,000 ) (1,031,986 ) Total $ 5,703,176 $ 4,192,812 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment | |
Property and Equipment | (8) Property and Equipment Property and Equipment consisted of the following at June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Lab Equipment $ 2,016,812 $ 1,893,564 Manufacturing Equipment 117,095 25,000 Automobiles 7,335 7,335 Computer Equipment and Software 203,410 159,315 Leasehold Improvements 69,402 - Furniture and Fixtures 143,894 27,504 Subtotal 2,557,948 2,112,718 Less: Accumulated Depreciation (849,136 ) (757,430 ) Total $ 1,708,812 $ 1,355,288 Depreciation expense for the six months ended June 30, 2022 and 2021 was $105,461 and $29,761, respectively. Depreciation expense for the three months ended June 30, 2022 and 2021 was $57,613 and $15,575, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Intangible Assets | (9) 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 June 30, 2022 and December 31, 2021, goodwill was valued at $4,817,019 respectively. Other Intangible Assets Intangible assets with an estimated useful life of fifteen and twenty years consisted of the following at June 30, 2022: Gross Carrying Amount Accumulated Amortization Net Weighted Average Life Trade name $ 584,517 $ - $ 584,517 Indefinite Customer relationships 2,591,491 131,533 2,459,958 18.48 Intellectual Property 202,771 37,983 164,788 12.21 Total $ 3,378,779 $ 169,516 $ 3,209,263 Amortization expense for the six months ended June 30, 2022 and 2021 was $74,819 and $20,353, respectively. Amortization expense for the three months ended June 30, 2022 and 2021 was $37,466 and $10,233, respectively. Annual amortization of intangible assets are as follows: 2022 75,157 2023 149,976 2024 149,976 2025 149,976 2026 149,976 Thereafter 1,949,685 $ 2,624,746 |
Cost Method Investment
Cost Method Investment | 6 Months Ended |
Jun. 30, 2022 | |
Marketable Securities | |
Cost-Method Investment | (10) 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 to design and manufacture an un-hackable communications channel that creates a new security paradigm; a state-of-the art signal amplification secured by intelligence-community-caliber hardware encryption. AmpliTech would serve as exclusive manufacturer for the low noise amplifier product line used with this encryption technology. On June 15, 2022, an amendment to the membership interest purchase agreement was made to reflect a 19.9% membership interest. In light of this amendment, the Company overpaid by $1,750 for the membership interest and was subsequently reimbursed. As of June 30, 2022, the Company has made an investment of $348,250 for a 19.9% membership interest. |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2022 | |
Line of Credit | |
Line of Credit | (11) Line of Credit 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 in all its respective assets. In addition, the President and CEO, has agreed to guarantee the loan. As of June 30, 2022 and 2021, the outstanding balance on the line of credit was $0. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | (12) Leases The following was included in our balance sheet as of June 30, 2022: Operating leases June 30, 2022 Assets ROU operating lease assets $ 4,494,806 Liabilities Current portion of operating lease $ 565,372 Operating lease, net of current portion 4,066,697 Total operating lease liabilities $ 4,632,069 Finance leases Assets Property and equipment, gross $ 234,036 Accumulated depreciation (93,634 ) $ 140,402 Liabilities Current portion of financing lease $ 50,149 Finance lease, net of current portion 57,438 Total operating lease liabilities $ 107,587 The weighted average remaining lease term and weighted average discount rate at June 30, 2022 were as follows: Weighted average remaining lease term (years) June 30, 2022 Operating leases 9.8 Finance leases 3.1 Weighted average discount rate Operating leases 4.48 % Finance leases 4.71 % Finance 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 finance lease. The following table reconciles future minimum finance lease payments to the discounted lease liability as of June 30, 2022: 2022 29,098 2023 36,482 2024 18,761 2025 18,196 2026 11,982 Thereafter 1,998 Total lease payments 116,517 Less imputed interest (8,930 ) Total lease obligations 107,587 Less current obligations (50,149 ) Long-term lease obligations $ 57,438 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 September 12, 2019, the Company entered into a new operating lease agreement to rent office space in Ronkonkoma, NY. This five- year agreement commenced on September 12, 2019 with an annual rent of $90,000 and 3% increase in each successive lease year beginning in 2021. The Company has an option to buy the property during the first two years of the lease for $1,200,000 and then at fair market value for the remainder of the lease term. This option has expired and was not exercised as of June 30, 2022. On November 27, 2019, the Company entered a 39-month agreement to lease an automobile with a monthly payment of $420. 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. The following table reconciles future minimum operating lease payments to the discounted lease liability as of June 30, 2022: 2022 377,096 2023 768,465 2024 765,075 2025 400,321 2026 383,347 Thereafter 3,112,071 Total lease payments 5,806,375 Less imputed interest (1,174,306 ) Total lease obligations 4,632,069 Less current obligations (565,372 ) Long-term lease obligations $ 4,066,697 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
Notes Payable | (13) Notes Payable Promissory Note: On September 12, 2019, AmpliTech Group, Inc. acquired Specialty, a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members of Specialty. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213 with a final payment due October 1, 2024 of $9,203. As of June 30, 2022, the balance of this promissory note was $239,789. Principal payments of $39,330 along with interest expense of $6,739 was paid during the six months ended June 30, 2022. The promissory note is secured by certain assets of the Company. Loan Payable: On September 12, 2019, the Company was approved for a $250,000 equipment leasing facility which was subsequently increased to $500,000. The Company has borrowed against the leasing facility as follows: · On 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 June 30, 2022 was $8,573. Principal payments of $10,057 and interest expense of $359 was paid for the six months ended June 30, 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 June 30, 2022 was $7,984. Principal payments of $4,648 and interest expense of $242 was paid for the six months ended June 30, 2022. · 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 June 30, 2022 was $13,078. Principal payments of $6,908 and interest expense of $388 was paid for the six months ended June 30, 2022. · On May 6, 2022, the Company borrowed $441,139 to be paid over a three-year term with monthly payments of $13,341 at an interest rate of 5.6%. The balance as of June 30, 2022 was $416,572. Principal payments of $24,567 and interest expense of $2,115 was paid for the six months ended June 30, 2022. In January 2022, the Company purchased machinery for $91,795, applying a deposit of $9,180 and financing the balance of $82,616 over 24 payments at an interest rate of 1.90%. The balance as of June 30, 2022 was $62,255. Principal payments of $20,361 and interest expense of $704 was paid for the six months ended June 30, 2022. Future principal payments over the term of the loans as of June 30, 2022 are as follows: Payments 2022 $ 158,017 2023 295,889 2024 241,633 2025 52,712 Total remaining payments $ 748,251 |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | (14) 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. 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 public offering, 1,371,428 units at an offering price of $7.00 per unit were sold. Each unit issued in the offering consisted of one share of common stock and one warrant. 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 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 common stock were issued. Gross proceeds received were $1,474,900. On April 15, 2021, the Company entered into definitive agreements with certain institutional investors for the sale of 2,715,000 shares of common stock in a registered direct offering priced at-the-market under NASDAQ rules. Concurrently, the Company agreed to issue to the investors, in a private placement, warrants to purchase an aggregate of 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, 2021 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. 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. On May 20, 2022, 2,500 shares of common stock were issued. On June 17, 2022, 15,000 restricted stock units at an exercise price of $1.97 were issued to three board members. Vesting occurred immediately and 45,000 shares of common stock were issued. 2020 Equity Incentive Plan: In October 2020, the Board of Directors and shareholders adopted the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of the Company’s common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services for the Company, and to promote the success of the Company’s business. The 2020 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards as the Board of Directors may determine. Stock Options: Below is a table summarizing the changes in stock options outstanding for the six months ended June 30, 2022: Weighted Average Number of Exercise Options Price ($) Outstanding at December 31, 2021 305,500 $ 3.74 Granted 282,000 1.79 Exercised - - Expired - - Outstanding at June 30, 2022 587,500 $ 2.80 Exercisable at June 30, 2022 587,500 $ 3.45 As of June 30, 2022, all outstanding stock options were issued according to the Company’s 2020 Plan, and there remains 635,000 shares of common stock available for future issuance under the 2020 Plan. Stock-based compensation expense related to stock options of $142,491 and $119,442 was recorded for the six and three months ended June 30, 2022. As of June 30, 2022, the remaining unrecognized compensation cost related to non-vested stock options is $502,215 and is expected to be recognized over 4.71 years. The outstanding stock options have a weighted average remaining contractual life of 5.05 years and a total intrinsic value of $30,000. Warrants: Below is a table summarizing the changes in warrants outstanding for the six months ended June 30, 2022: Weighted Average Number of Exercise Warrants Price ($) Outstanding at December 31, 2021 3,296,942 $ 7.83 Granted - - Exercised - - Expired - - Outstanding at June 30, 2022 3,296,942 $ 7.83 Exercisable at June 30, 2022 3,266,942 $ 7.86 Stock-based compensation expense related to warrants of $44,037 and $22,140 was recorded for the six and three months ended June 30, 2022. As of June 30, 2022, the remaining unrecognized compensation cost related to non-vested warrants is $4,865. The outstanding warrants have a weighted average remaining contractual life of 5.81 years and a total intrinsic value of $0. Restricted Stock Units Below is a table summarizing the changes in restricted stock units outstanding for the six months ended June 30, 2022: Weighted Average Number of Exercise RSU’s Price ($) Outstanding at December 31, 2021 - - Granted 75,000 $ 1.97 Exercised 47,500 $ 1.97 Expired - - Outstanding at June 30, 2022 27,500 1.96 Exercisable at June 30, 2022 27,500 $ 1.96 Stock-based compensation expense related to restricted stock units of $95,745 was recorded for the six months ended June 30, 2022. As of June 30, 2022, the remaining unrecognized compensation cost related to non-vested restricted stock units is $51,705. The outstanding warrants have a weighted average remaining contractual life of 2.65 years and a total intrinsic value of $0. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (15) Commitments and Contingencies On November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Spectrum Semiconductor Materials Inc. (the “Seller” or “SSM”), pursuant to which AmpliTech would acquire substantially all of the assets of the Company (the “Acquisition”). The Acquisition was completed on December 15, 2021. Within forty (40) days after December 31, 2022, AmpliTech, as stipulated in the Purchase Agreement, 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 June 30, 2022 and December 31, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent events | (16) Subsequent events On June 15, 2022, the financed equipment order that was placed on May 5, 2022, was cancelled resulting in a full refund of $441,138 that was received on August 4, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. 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 and 2020 included in Form 10-K filed with the SEC filed on March 31, 2022. |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. |
Reclassifications | 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. |
Cash and Cash Equivalents | The Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2022, the Company’s cash and cash equivalents were deposited in four financial institutions. |
Accounts Receivables | 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 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 $0 and $39,380 has been recorded at June 30, 2022 and December 31, 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. As of June 30, 2022, $194,615 has been collected. |
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 primarily of raw materials, work in progress and finished goods, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold. As of June 30, 2022 and December 31, 2021, the reserve for inventory obsolescence was $1,114,000 and $1,031,986, respectively. |
Property and Equipment | Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Property and equipment are depreciated as follows: Description Useful Life Method Office equipment 7 years Straight-line Machinery/shop equipment 5 to 10 years Straight-line Computer equipment/software 1 to 7 years Straight-line Vehicles 5 years Straight-line |
Long-lived assets | Long lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset, and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. |
Investment Policy-Cost Method | Investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily determinable fair values at June 30, 2022 (see Note 10). These investments are included in other assets on the condensed consolidated balance sheets. There were no indicators of impairment during the six months ended June 30, 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. |
Leases | We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks. |
Revenue Recognition | We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps: Identify the contract with the customer Identify the performance obligations in the contract 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 Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. |
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. Research and development costs for the six months ended June 30, 2022 and 2021 were $589,139 and $62,962, respectively. Research and development costs for the three months ended June 30, 2022 and 2021 were $175,836 and $55,732, respectively. For financial reporting purposes, research and development costs of $62,962 was reclassed from selling and administrative expense for the six months ended June 30, 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 June 30, 2022, the Company had no material unrecognized tax benefits. |
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 June 30, 2022 and 2021, there were 3,911,942 and 3,304,442, respectively, potentially dilutive shares that need to be considered as common share equivalents. 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 For the three months ended June 30, 2022: Basic EPS $ (369,540 ) 9,589,668 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (369,540 ) 9,589,668 $ (0.04 ) For the three months ended June 30, 2021: Basic EPS $ (472,695 ) 8,863,517 $ (0.05 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (472,695 ) 8,863,517 $ (0.05 ) Net Income (Loss) Shares Per Share Amount For the six months ended June 30, 2022: Basic EPS $ (365,915 ) 9,585,911 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (365,915 ) 9,585,911 $ (0.04 ) For the six months ended June 30, 2021: Basic EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) |
Fair Value Measurements | The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash and cash equivalents, receivables, inventory, 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. |
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 June 30, 2022 and December 31, 2021, the Company had $13,361,554 and $17,018,874 in excess of the FDIC insured limit, respectively. 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 June 30, 2022. |
Recent Accounting Pronouncements | In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has not completed its assessment of the standard but 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of property and equipment depreciated | Description Useful Life Method Office equipment 7 years Straight-line Machinery/shop equipment 5 to 10 years Straight-line Computer equipment/software 1 to 7 years Straight-line Vehicles 5 years Straight-line |
Schedule of weighted average shares outstanding and the basic diluted earnings per share | Net Income (Loss) Shares Per Share Amount For the three months ended June 30, 2022: Basic EPS $ (369,540 ) 9,589,668 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (369,540 ) 9,589,668 $ (0.04 ) For the three months ended June 30, 2021: Basic EPS $ (472,695 ) 8,863,517 $ (0.05 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (472,695 ) 8,863,517 $ (0.05 ) Net Income (Loss) Shares Per Share Amount For the six months ended June 30, 2022: Basic EPS $ (365,915 ) 9,585,911 $ (0.04 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (365,915 ) 9,585,911 $ (0.04 ) For the six months ended June 30, 2021: Basic EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) Effect of dilutive stock options, warrants and series A shares - - Diluted EPS $ (1,352,626 ) 7,225,036 $ (0.19 ) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Schedule of sales disaggregated based on geographic regions | For the three months ended For the six months ended AmpliTech Inc. June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Domestic sales $ 1,178,784 $ 857,630 $ 2,147,293 $ 1,260,141 International sales 257,510 167,780 357,156 237,245 Total sales $ 1,436,294 $ 1,024,410 $ 2,504,449 $ 1,497,386 Spectrum For the three months ended June 30, 2022 For the six months ended June 30, 2022 Domestic sales $ 1,640,753 $ 3,236,379 International sales 1,506,995 3,942,734 Total sales $ 3,147,748 $ 7,179,113 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting (Tables) | |
Schedule of summary information by segment for the three months | AmpliTech Inc. Spectrum Corporate Total Revenue $ 1,436,294 $ 3,147,748 - $ 4,584,042 Cost of Goods Sold 840,017 1,706,306 - 2,546,323 Net Income (Loss) (688,889 ) 733,728 (414,379 ) (369,540 ) Total Assets 20,101,395 15,716,693 2,080,429 37,898,517 Depreciation and Amortization 63,559 31,520 - 95,079 Interest Expense 7,719 - 4,679 12,398 |
Schedule of summary information by segment for the six months | AmpliTech Inc. Spectrum Corporate Total Revenue $ 2,504,449 $ 7,179,113 - $ 9,683,562 Cost of Goods Sold 1,484,355 3,837,890 - 5,322,245 Net Income (Loss) (1,494,745 ) 1,811,712 (682,882 ) (365,915 ) Total Assets 20,101,395 15,716,693 2,080,429 37,898,517 Depreciation and Amortization 117,240 63,040 - 180,280 Interest Expense 10,643 - 8,153 18,796 |
Acquisition of Spectrum Semic_2
Acquisition of Spectrum Semiconductors Materials (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Acquisition of Spectrum Semiconductors Materials (Tables) | |
Schedule of the purchase price of the acquisition: | 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 |
Schedule of the consolidated results of operations as though the acquisition | For the six months ended June 30, 2021 As Reported Pro Forma Net sales $ 1,497,386 $ 8,331,908 Net income(loss) attributable to common shareholders (1,352,626 ) 400,862 Earnings per common share, basic and diluted: Basic $ (0.19 ) $ 0.04 Diluted $ (0.19 ) $ 0.04 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Marketable Securities | |
Summary of marketable securities | Adjusted Realized Realized Fair Cost Gains Loss Value Level 1 (1) Money Market Fund $ 2,000,013 $ 2,000,013 Total $ 2,000,013 $ 2,000,013 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventories | |
Schedule of Inventory | June 30, 2022 December 31, 2021 Raw Materials $ 868,110 $ 609,841 Work-in Progress 377,376 162,072 Finished Goods 5,571,690 4,452,885 Subtotal $ 6,817,176 $ 5,224,798 Less: Reserve for Obsolescence (1,114,000 ) (1,031,986 ) Total $ 5,703,176 $ 4,192,812 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property and Equipment | |
Schedule of Property and Equipment useful life | June 30, 2022 December 31, 2021 Lab Equipment $ 2,016,812 $ 1,893,564 Manufacturing Equipment 117,095 25,000 Automobiles 7,335 7,335 Computer Equipment and Software 203,410 159,315 Leasehold Improvements 69,402 - Furniture and Fixtures 143,894 27,504 Subtotal 2,557,948 2,112,718 Less: Accumulated Depreciation (849,136 ) (757,430 ) Total $ 1,708,812 $ 1,355,288 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible assets (Tables) | |
Schedule of intangible assets | Gross Carrying Amount Accumulated Amortization Net Weighted Average Life Trade name $ 584,517 $ - $ 584,517 Indefinite Customer relationships 2,591,491 131,533 2,459,958 18.48 Intellectual Property 202,771 37,983 164,788 12.21 Total $ 3,378,779 $ 169,516 $ 3,209,263 |
Schedule of amortization of assets | 2022 75,157 2023 149,976 2024 149,976 2025 149,976 2026 149,976 Thereafter 1,949,685 $ 2,624,746 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases (Tables) | |
Schedule of lease assets and liabilities | Operating leases June 30, 2022 Assets ROU operating lease assets $ 4,494,806 Liabilities Current portion of operating lease $ 565,372 Operating lease, net of current portion 4,066,697 Total operating lease liabilities $ 4,632,069 Finance leases Assets Property and equipment, gross $ 234,036 Accumulated depreciation (93,634 ) $ 140,402 Liabilities Current portion of financing lease $ 50,149 Finance lease, net of current portion 57,438 Total operating lease liabilities $ 107,587 |
Schedule of weighted average remaining lease term and weighted average discount rate | Weighted average remaining lease term (years) June 30, 2022 Operating leases 9.8 Finance leases 3.1 Weighted average discount rate Operating leases 4.48 % Finance leases 4.71 % |
Schedule of future minimum lease payments for finance lease | 2022 29,098 2023 36,482 2024 18,761 2025 18,196 2026 11,982 Thereafter 1,998 Total lease payments 116,517 Less imputed interest (8,930 ) Total lease obligations 107,587 Less current obligations (50,149 ) Long-term lease obligations $ 57,438 |
Schedule of future minimum lease payments for operating lease | 2022 377,096 2023 768,465 2024 765,075 2025 400,321 2026 383,347 Thereafter 3,112,071 Total lease payments 5,806,375 Less imputed interest (1,174,306 ) Total lease obligations 4,632,069 Less current obligations (565,372 ) Long-term lease obligations $ 4,066,697 |
Notes payable (Tables)
Notes payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes payable (Tables) | |
Schedule of future pricipal payments | Payments 2022 $ 158,017 2023 295,889 2024 241,633 2025 52,712 Total remaining payments $ 748,251 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity (Tables) | |
Summary of warrants outstanding | Weighted Average Number of Exercise Warrants Price ($) Outstanding at December 31, 2021 3,296,942 $ 7.83 Granted - - Exercised - - Expired - - Outstanding at June 30, 2022 3,296,942 $ 7.83 Exercisable at June 30, 2022 3,266,942 $ 7.86 |
Summary of changes in stock options outstanding | Weighted Average Number of Exercise Options Price ($) Outstanding at December 31, 2021 305,500 $ 3.74 Granted 282,000 1.79 Exercised - - Expired - - Outstanding at June 30, 2022 587,500 $ 2.80 Exercisable at June 30, 2022 587,500 $ 3.45 |
Summary of changes in stock units outstanding | Weighted Average Number of Exercise RSU’s Price ($) Outstanding at December 31, 2021 - - Granted 75,000 $ 1.97 Exercised 47,500 $ 1.97 Expired - - Outstanding at June 30, 2022 27,500 1.96 Exercisable at June 30, 2022 27,500 $ 1.96 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) - $ / shares | 1 Months Ended | |||
Aug. 13, 2012 | Feb. 17, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Organization and Business Description | ||||
Reverse stock split | 1-for-20 ratio | |||
Common stock, outstanding | 889,250 | 9,629,613 | 9,582,113 | |
Percentage of acquired entity in exchange of outstanding shares | 100 | |||
Acquisition of entity by issuing of common stock | 833,750 | |||
Public offering shares | 1,371,428 | |||
Selling shareholders shares owned after share exchange | 60,000 | |||
Offering price | $ 7 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Office Equipment [Member] | |
Estimated useful life | 7 years |
Depreciation Method | Straight-line |
Machinery And Equipment [Member] | |
Estimated useful life | 5 to 10 years |
Depreciation Method | Straight-line |
Computer Equipment [Member] | |
Estimated useful life | 1 to 7 years |
Depreciation Method | Straight-line |
Vehicles [Member] | |
Estimated useful life | 5 years |
Depreciation Method | Straight-line |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net loss for the six months ended June 30, 2021 | $ (369,540) | $ (472,695) | $ (365,915) | $ (1,352,626) |
Basic EPS [Member] | ||||
Net loss for the six months ended June 30, 2021 | $ (369,540) | $ (472,695) | $ (365,915) | $ (1,352,626) |
Shares | 9,589,668 | 8,863,517 | 9,585,911 | 7,225,036 |
Per Share Amount | $ (0.04) | $ (0.05) | $ (0.04) | $ (0.19) |
Diluted EPS [Member] | ||||
Net loss for the six months ended June 30, 2021 | $ (369,540) | $ (472,695) | $ (365,915) | $ (1,352,626) |
Shares | 9,589,668 | 8,863,517 | 9,585,911 | 7,225,036 |
Per Share Amount | $ (0.04) | $ (0.05) | $ (0.04) | $ (0.19) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | |
Allowance for doubtful accounts receivable | $ 0 | $ 0 | $ 39,380 | |||
Wages for employee | 10,000 | |||||
Maximum tax credit | $ 7,000 | |||||
Inventory obsolescence reserve | 1,114,000 | 1,114,000 | 1,031,986 | |||
Cost-method-investment | 348,250 | $ 348,250 | ||||
Potentially dilutive shares | 3,911,942 | 3,304,442 | ||||
FDIC insured limit | 250,000 | $ 250,000 | ||||
Cash in excess of FDIC insured limit | 13,361,554 | 13,361,554 | $ 17,018,874 | |||
Employee retention credit collected | 194,615 | 194,615 | ||||
Other Receivable | 201,215 | 201,215 | ||||
Research and development | $ 175,836 | $ 55,732 | $ 589,139 | $ 62,962 | ||
Selling, General and Administrative Expenses [Member] | ||||||
Research and development | $ 62,962 |
Revenues (Details)
Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total sales | $ 4,584,042 | $ 1,024,410 | $ 9,683,562 | $ 1,497,386 |
Amplitech Inc. [Member] | ||||
Total sales | 1,436,294 | 1,024,410 | 2,504,449 | 1,497,386 |
Spectrum [Member] | ||||
Total sales | 3,147,748 | 7,179,113 | ||
International sales [Member] | Amplitech Inc. [Member] | ||||
Total sales | 257,510 | 167,780 | 357,156 | 237,245 |
International sales [Member] | Spectrum [Member] | ||||
Total sales | 1,506,995 | 3,942,734 | ||
Domestic sales [Member] | Spectrum [Member] | ||||
Total sales | 1,640,753 | 3,236,379 | ||
Domestic Sales [Member] | Amplitech Inc. [Member] | ||||
Total sales | $ 1,178,784 | $ 857,630 | $ 2,147,293 | $ 1,260,141 |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Total sales | $ 4,584,042 | $ 1,024,410 | $ 9,683,562 | $ 1,497,386 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Total sales | $ 4,584,042 | $ 1,024,410 | $ 9,683,562 | $ 1,497,386 | |
Cost of goods sold | 2,546,323 | 679,787 | 5,322,245 | 1,097,781 | |
Net loss for the six months ended June 30, 2021 | (369,540) | (472,695) | (365,915) | (1,352,626) | |
Total Assets | 37,898,517 | 37,898,517 | $ 35,227,188 | ||
Depreciation and amortization | 95,079 | 180,280 | 50,114 | ||
Interest Expense | 12,398 | 18,796 | |||
Corporate [Member] | |||||
Total sales | 0 | 0 | |||
Cost of goods sold | 0 | 0 | |||
Net loss for the six months ended June 30, 2021 | (414,379) | (682,882) | |||
Total Assets | 2,080,429 | 2,080,429 | |||
Depreciation and amortization | 0 | 0 | |||
Interest Expense | 4,679 | 8,153 | |||
Amplitech Inc. [Member] | |||||
Total sales | 1,436,294 | $ 1,024,410 | 2,504,449 | $ 1,497,386 | |
Cost of goods sold | 840,017 | 1,484,355 | |||
Net loss for the six months ended June 30, 2021 | (688,889) | (1,494,745) | |||
Total Assets | 20,101,395 | 20,101,395 | |||
Depreciation and amortization | 63,559 | 117,240 | |||
Interest Expense | 7,719 | 10,643 | |||
Spectrum [Member] | |||||
Total sales | 3,147,748 | 7,179,113 | |||
Cost of goods sold | 1,706,306 | 3,837,890 | |||
Net loss for the six months ended June 30, 2021 | 733,728 | 1,811,712 | |||
Total Assets | 15,716,693 | 15,716,693 | |||
Depreciation and amortization | 31,520 | 63,040 | |||
Interest Expense | $ 0 | $ 0 |
Acquisition of Spectrum Semic_3
Acquisition of Spectrum Semiconductors Materials (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Total purchase price | $ 10,123,276 | ||
Goodwill | 4,817,019 | $ 4,817,019 | |
Right of Use operating lease asset | 4,494,806 | $ 1,115,588 | |
Spectrum Semiconductor Materials [Member] | |||
Cash | 8,000,000 | ||
Common stock | 665,200 | ||
Net working capital adjustment | 708,076 | ||
Indemnification escrow amount | 750,000 | ||
Fair value of revenue amount | 1,365,038 | ||
Total purchase price | $ 11,488,314 | ||
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 long-term liability | (619,271) | ||
Other asset | 29,958 | ||
Net assets acquired | $ 11,488,314 |
Acquisition of Spectrum Semic_4
Acquisition of Spectrum Semiconductors Materials (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total sales | $ 4,584,042 | $ 1,024,410 | $ 9,683,562 | $ 1,497,386 |
Pro Forma | ||||
Total sales | 8,331,908 | |||
Net loss attributable to common shareholders | $ 400,862 | |||
Earnings per common share, basic and diluted: Basic | $ 0.04 | |||
Earnings per common share, basic and diluted: Diluted | $ 0.04 | |||
As Reported | ||||
Total sales | $ 1,497,386 | |||
Net loss attributable to common shareholders | $ (1,352,626) | |||
Earnings per common share, basic and diluted: Basic | $ (0.19) | |||
Earnings per common share, basic and diluted: Diluted | $ (0.19) |
Acquisition of Spectrum Semic_5
Acquisition of Spectrum Semiconductors Materials (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Purchase price | $ 10,123,276 |
Working capital and other adjustments paid in connection issuance of shares | $ 665,200 |
Issuance of unregistered shares | shares | 188,442 |
Escrow deposit | $ 1,500,000 |
Purchase price adjustment escrow fund | 750,000 |
Working Capital | 3,296,427 |
Due to related party | 708,076 |
Contingent liability | 1,365,038 |
Fair value of net assets acquired | 4,098,516 |
Business Acquisition net intangible assets | $ 7,389,794 |
Purchase Agreement [Member] | Amplitech Inc. [Member] | |
Revenues adjustment, description | The Revenues Adjustment shall be an amount equal to 25% of two years net revenues minus $20,000,000 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Marketable Securities Gross unrealized Gain | $ 0 | $ (672) |
Money Market Funds [Member] | ||
Marketable Securities Amortized Cost | 2,000,013 | |
Marketable Securities Gross unrealized Gain | 0 | |
Marketable Securities Gross unrealized Loss | 0 | |
Marketable Securities Estimated Fair Value | 2,000,013 | |
Total Securities [Member] | ||
Marketable Securities Amortized Cost | 2,000,013 | |
Marketable Securities Gross unrealized Gain | 0 | |
Marketable Securities Gross unrealized Loss | 0 | |
Marketable Securities Estimated Fair Value | $ 2,000,013 |
Marketable Securities (Details
Marketable Securities (Details Narrative) | Mar. 31, 2022 USD ($) |
Total Securities [Member] | |
Cash and cash equivalents | $ 2,000,013 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventories | ||
Raw Materials | $ 868,110 | $ 609,841 |
Work-in Progress | 377,376 | 162,072 |
Finished Goods | 5,571,690 | 4,452,885 |
Subtotal | 6,817,176 | 5,224,798 |
Less: Reserve for Obsolescence | (1,114,000) | (1,031,986) |
Total | $ 5,703,176 | $ 4,192,812 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property and Equipment | ||
Lab Equipment | $ 2,016,812 | $ 1,893,564 |
Manufacturing Equipment | 117,095 | 25,000 |
Automobiles | 7,335 | 7,335 |
Computer Equipment and Software | 203,410 | 159,315 |
Leasehold Improvements | 69,402 | 0 |
Furniture and Fixtures | 143,894 | 27,504 |
Subtotal | 2,557,948 | 2,112,718 |
Less: Accumulated Depreciation | (849,136) | (757,430) |
Total | $ 1,708,812 | $ 1,355,288 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property and Equipment | ||||
Depreciation expense | $ 57,613 | $ 15,575 | $ 105,461 | $ 29,761 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Gross Carrying amount | $ 3,378,779 | |
Accumulated Amortization | 169,516 | |
Net | 3,209,263 | $ 3,284,082 |
Trade Name [Member] | ||
Gross Carrying amount | 584,517 | |
Accumulated Amortization | 0 | |
Net | $ 584,517 | |
Weighted Average Life | Indefinite | |
Customer Relationships [Member] | ||
Gross Carrying amount | $ 2,591,491 | |
Accumulated Amortization | 131,533 | |
Net | $ 2,459,958 | |
Weighted Average Life | 18 years 5 months 23 days | |
Intellectual Property [Member] | ||
Gross Carrying amount | $ 202,771 | |
Accumulated Amortization | 37,983 | |
Net | $ 164,788 | |
Weighted Average Life | 12 years 2 months 15 days |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2022 USD ($) |
Annual amortization of intangible assets are as follows: | |
2022 | $ 75,157 |
2023 | 149,976 |
2024 | 149,976 |
2025 | 149,976 |
2026 | 149,976 |
Thereafter | 1,949,685 |
Net | $ 2,624,746 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Intangible Assets | |||||
Goodwill | $ 4,817,019 | $ 4,817,019 | $ 4,817,019 | ||
Amortization expenses | $ 37,466 | $ 10,233 | $ 74,819 | $ 20,353 |
Cost Method Investment (Details
Cost Method Investment (Details Narrative) - SN2N, LLC [Member] - USD ($) | 6 Months Ended | |
Jun. 10, 2021 | Jun. 30, 2022 | |
Aggregate purchase price for membership interest | $ 350,000 | |
Membership interest purchase agreement description | Each tranche represents a 5% membership interest, and in aggregate a 20% membership interest | |
Investment | $ 348,250 | |
Overpaid for the membership interest | $ 1,750 | |
Cost method investment, membership interest percentage | 19.90% |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 20, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Line of credit, outstanding balance | $ 0 | $ 0 | |
Accounts Receivable [Member] | |||
Borrowing base, percentage | 75% | ||
Inventory [Member] | |||
Borrowing base, percentage | 50% | ||
Specialty Microwave Corp. [Member] | |||
Line of credit facility | $ 750,000 | ||
Line of credit, maturity date | November 1, 2022 |
Lease (Details)
Lease (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases (Tables) | ||
Right of Use operating lease asset | $ 4,494,806 | $ 1,115,588 |
Current portion of operating lease | 565,372 | 391,571 |
Operating lease, net of current portion | 4,066,697 | 795,317 |
Total operating lease liabilities | 4,632,069 | |
Property and equipment, gross | 234,036 | |
Accumulated depreciation | (93,634) | |
Property and equipment, net | 140,402 | |
Current portion of financing lease | 50,149 | 33,688 |
Finance lease, net of current portion | 57,438 | $ 17,471 |
Total finance lease liabilities | $ 107,587 |
Lease (Details 1)
Lease (Details 1) | 6 Months Ended |
Jun. 30, 2022 | |
Weighted average remaining lease term (years) | |
Operating leases | 9 years 9 months 18 days |
Finance leases | 3 years 1 month 6 days |
Weighted average discount rate | |
Operating leases, percent | 4.48% |
Finance leases, percent | 4.71% |
Lease (Details 2)
Lease (Details 2) | Jun. 30, 2022 USD ($) |
2022 | $ 29,098 |
2023 | 36,482 |
2024 | 18,761 |
2025 | 18,196 |
2026 | 11,982 |
Thereafter | 1,998 |
Total lease payments | 116,517 |
Finance lease [Member] | |
Less imputed interest | (8,930) |
Total lease obligations | 107,587 |
Less current obligations | (50,149) |
Long-term lease obligations | $ 57,438 |
Lease (Details 3)
Lease (Details 3) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases (Tables) | ||
2022 | $ 377,096 | |
2023 | 768,465 | |
2024 | 765,075 | |
2025 | 400,321 | |
2026 | 383,347 | |
Thereafter | 3,112,071 | |
Total lease payments | 5,806,375 | |
Less imputed interest | (1,174,306) | |
Total lease obligations | 4,632,069 | |
Less current obligations | (565,372) | |
Operating lease, net of current portion | $ 4,066,697 | $ 795,317 |
Lease (Details Narrative)
Lease (Details Narrative) | 1 Months Ended | 6 Months Ended | ||||
Dec. 15, 2021 USD ($) | Oct. 15, 2021 USD ($) ft² | Sep. 12, 2019 USD ($) | Dec. 04, 2015 | Nov. 27, 2019 | Jun. 30, 2022 | |
Leases (Tables) | ||||||
Finance lease agreement description | the Company entered a 39-month agreement to lease an automobile with a monthly payment of $420 | The Company entered into several 60-month lease agreements to finance certain laboratory and office equipment | ||||
Operating lease agreement description | the Company entered into a new operating lease agreement to rent office space in 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 | |||||
Operating lease, rental expenses | $ 24,234 | |||||
Annual rent | $ 346,242 | $ 90,000 | ||||
New lease for facility | ft² | 20,000 | |||||
Lease rate increase each successive year, percentage | 3% | 2.75% | 3% | |||
Lease | $ 1,200,000 | |||||
Total rent | $ 86,560 |
Notes Payable (Details)
Notes Payable (Details) | Jun. 30, 2022 USD ($) |
Notes Payable | |
2022 | $ 158,017 |
2023 | 295,889 |
2024 | 241,633 |
2025 | 52,712 |
Total remaining payments | $ 748,251 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 12, 2019 | Jun. 30, 2022 | Jun. 30, 2022 | |
Leasing facility amount | $ 250,000 | ||
IncreasedLeasing facility amount | $ 500,000 | ||
Interest Expense | $ 12,398 | $ 18,796 | |
Total consideration paid | 10,123,276 | ||
December 20, 2019 [Member] | |||
Interest Expense | 359 | ||
Principal payment | 10,057 | ||
Loan amount | 8,573 | $ 8,573 | |
Interest rate | 5.26% | ||
Procees from loans | $ 58,192 | ||
Monthly repayment amount | 1,736 | ||
May 14, 2020 [Member] | |||
Interest Expense | 242 | ||
Principal payment | 4,648 | ||
Loan amount | 7,984 | $ 7,984 | |
Interest rate | 4.268% | ||
Procees from loans | $ 27,494 | ||
Monthly repayment amount | 815 | ||
June 10, 2020 [Member] | |||
Interest Expense | 388 | ||
Principal payment | 6,908 | ||
Loan amount | 13,078 | $ 13,078 | |
Interest rate | 4.278% | ||
Procees from loans | $ 41,015 | ||
Monthly repayment amount | 1,216 | ||
January 2022 [Member] | |||
Interest Expense | 704 | ||
Principal payment | 20,361 | ||
Loan amount | 62,255 | $ 62,255 | |
Interest rate | 1.90% | ||
Purchase of machinery | $ 91,795 | ||
Payments for Deposits | 9,180 | ||
Financing the balance | $ 82,616 | ||
Number of payments | 24 payments | ||
May 6, 2022 [Member] | |||
Interest Expense | $ 2,115 | ||
Principal payment | 24,567 | ||
Loan amount | 416,572 | $ 416,572 | |
Interest rate | 5.60% | ||
Procees from loans | $ 441,139 | ||
Monthly repayment amount | 13,341 | ||
Convertible Notes Payable [Member] | |||
Interest Expense | 6,739 | ||
Principal payment | 39,330 | ||
Loan amount | $ 239,789 | $ 239,789 | |
Promissory Note [Member] | |||
Interest rate | 6% | ||
Total consideration paid | $ 1,143,633 | ||
Cash paid in acquisition, net of cash acquired | 668,633 | ||
Considration paid in promissory note | $ 475,000 | ||
Principal and interest payable description | Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213 with a final payment due October 1, 2024 of $9,203 |
Stockholders Equity (Details)
Stockholders Equity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Stockholders Equity (Tables) | |
Number of Options Outstanding, beginning | shares | 305,500 |
Number of Options, Granted | shares | 282,000 |
Number of Options, Exercised | shares | 0 |
Number of Options, Expired | shares | 0 |
Number of Options Outstanding, ending | shares | 587,500 |
Number of Options, Exercisable, Ending balance | shares | 587,500 |
Weighted Average Exercise Price Outstanding, beginning | $ / shares | $ 3.74 |
Weighted Average Exercise Price Granted | $ / shares | 1.79 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | 2.80 |
Weighted Average Exercise Price exercisable ending | $ / shares | $ 3.45 |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Options Outstanding, beginning | shares | 305,500 |
Number of Options, Granted | shares | 282,000 |
Number of Options, Exercised | shares | 0 |
Number of Options, Expired | shares | 0 |
Number of Options Outstanding, ending | shares | 587,500 |
Number of Options, Exercisable, Ending balance | shares | 587,500 |
Weighted Average Exercise Price Outstanding, beginning | $ / shares | $ 3.74 |
Weighted Average Exercise Price Granted | $ / shares | 1.79 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | 2.80 |
Weighted Average Exercise Price exercisable ending | $ / shares | $ 3.45 |
Warrants [Member] | |
Number of Options Outstanding, beginning | shares | 3,296,942 |
Number of Options, Granted | shares | 0 |
Number of Options, Exercised | shares | 0 |
Number of Options, Expired | shares | 0 |
Number of Options Outstanding, ending | shares | 3,296,942 |
Number of Options, Exercisable, Ending balance | shares | 3,266,942 |
Weighted Average Exercise Price Outstanding, beginning | $ / shares | $ 7.83 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | 7.83 |
Weighted Average Exercise Price exercisable ending | $ / shares | $ 7.86 |
Stockholders Equity (Details 3)
Stockholders Equity (Details 3) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Options Outstanding, beginning | shares | 305,500 |
Number of Options, Granted | shares | 282,000 |
Number of Options, Exercised | shares | 0 |
Number of Options, Expired | shares | 0 |
Number of Options Outstanding, ending | shares | 587,500 |
Number of Options, Exercisable, Ending balance | shares | 587,500 |
Weighted Average Exercise Price Outstanding, beginning | $ / shares | $ 3.74 |
Weighted Average Exercise Price Granted | $ / shares | 1.79 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | 2.80 |
Weighted Average Exercise Price exercisable ending | $ / shares | $ 3.45 |
Restricted Stock Units [Member] | |
Number of Options Outstanding, beginning | shares | 0 |
Number of Options, Granted | shares | 75,000 |
Number of Options, Exercised | shares | 47,500 |
Number of Options, Expired | shares | 0 |
Number of Options Outstanding, ending | shares | 27,500 |
Number of Options, Exercisable, Ending balance | shares | 27,500 |
Weighted Average Exercise Price Outstanding, beginning | $ / shares | $ 0 |
Weighted Average Exercise Price Granted | $ / shares | 1.97 |
Weighted Average Exercise Price Exercised | $ / shares | 1.97 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | 1.96 |
Weighted Average Exercise Price exercisable ending | $ / shares | $ 1.96 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 15, 2021 | Jun. 17, 2022 | May 20, 2022 | Apr. 15, 2021 | Feb. 24, 2021 | Feb. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 07, 2020 | May 20, 2014 | Jul. 10, 2013 | |
Preferred Stock shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 500,000 | ||||||||
Preferred Stock, par value | $ 0 | $ 0.001 | |||||||||||
Common stock shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | 50,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Warrants to purchase an aggregate shares of common stock | 1,900,500 | 210,700 | |||||||||||
Common stock shares issued | 2,715,000 | 9,629,613 | 9,629,613 | 9,582,113 | |||||||||
Warrants to purchase an aggregate shares of common stock exercise price | $ 8.48 | ||||||||||||
Proceeds from common stock | $ 23,000,000 | ||||||||||||
Number of Options, Granted | 282,000 | ||||||||||||
Weighted Average Exercise Price Granted | $ 1.79 | ||||||||||||
Stock-based compensation expenses | $ 237,327 | $ 282,273 | $ 188,550 | ||||||||||
2020 Equity Incentive Plan [Member] | |||||||||||||
Shares of common stock | $ 1,250,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Increase in common stock shares authorized | 50,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Increase in common stock shares authorized | 500,000,000 | ||||||||||||
Convertible Preferred Stock Series A [Member] | |||||||||||||
Preferred stock designated as Convertible Preferred Stock, shares | 401,000 | ||||||||||||
Maxim Group LLC [Member] | |||||||||||||
Proceeds from common stock | $ 1,330,095 | ||||||||||||
Purchase of additional common stock | 205,714 | ||||||||||||
AmpliTech Group, Inc [Member] | |||||||||||||
Common stock shares, authorized | 500,000,000 | 500,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Proceeds from common stock | $ 8,119,502 | ||||||||||||
Public offering | 1,371,428 | ||||||||||||
Fair value assumptions, Stock price | $ 7 | ||||||||||||
Unregistered shares of common stock | 188,442 | ||||||||||||
Acquisition | $ 665,200 | ||||||||||||
Restricted Stock Units [Member] | |||||||||||||
Number of Options, Granted | 75,000 | ||||||||||||
Weighted Average Exercise Price Granted | $ 1.97 | ||||||||||||
Stock-based compensation expenses | $ 95,745 | ||||||||||||
Weighted average remaining contractual life | 2 years 7 months 24 days | ||||||||||||
Intrinsic value | $ 0 | ||||||||||||
Unrecognized compensation cost | $ 51,705 | ||||||||||||
Restricted Stock Units [Member] | Boarda Advisor [Member] | |||||||||||||
Common stock shares issued | 45,000 | 2,500 | |||||||||||
Number of Options, Granted | 15,000 | 30,000 | |||||||||||
Weighted Average Exercise Price Granted | $ 1.97 | $ 1.96 | |||||||||||
Equal quarterly installments | 2,500 | ||||||||||||
Warrants [Member] | |||||||||||||
Common stock shares, authorized | 27,005 | 27,005 | |||||||||||
Warrants to purchase an aggregate shares of common stock exercise price | $ 7 | ||||||||||||
Proceeds from common stock | $ 1,474,900 | ||||||||||||
Number of Options, Granted | 0 | ||||||||||||
Weighted Average Exercise Price Granted | $ 0 | ||||||||||||
Warrents | 210,700 | ||||||||||||
Stock-based compensation expenses | $ 22,140 | $ 44,037 | |||||||||||
Weighted average remaining contractual life | 5 years 9 months 21 days | ||||||||||||
Intrinsic value | $ 0 | ||||||||||||
Unrecognized compensation cost | 4,865 | ||||||||||||
Stock Option [Member] | |||||||||||||
Stock-based compensation expenses | $ 119,442 | $ 142,491 | |||||||||||
Weighted average remaining contractual life | 5 years 18 days | ||||||||||||
Intrinsic value | $ 30,000 | ||||||||||||
Unrecognized compensation cost | $ 502,215 | ||||||||||||
Common stock shares issuable upon exercise of warrants | 635,000 | 635,000 | |||||||||||
Expected term | 4 years 8 months 15 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair value of revenue adjustment | $ 1,365,038 |
Purchase Agreement [Member] | Amplitech Inc. [Member] | |
Revenues adjustment, description | The Revenues Adjustment shall be an amount equal to 25% of two years net revenues minus $20,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 04, 2022 USD ($) |
Subsequent Event [Member] | |
Financed equipment order cancelled and refund issued | $ 441,138 |