BKTI 10-Q
BK Technologies Corp (BKTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _________ to _________
Commission file number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data)
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| September 30, 2022 |
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| December 31, 2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Trade accounts receivable, net |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Right-of-use (ROU) asset |
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Investments |
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Deferred tax assets, net |
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Other assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued compensation and related taxes |
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Accrued warranty expense |
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Accrued other expenses and other current liabilities |
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Dividends payable |
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Short-term lease liability |
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Credit facility |
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Notes payable-current portion |
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Deferred revenue |
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Total current liabilities |
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Notes payable, net of current portion |
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Long-term lease liability |
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Deferred revenue |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock; $ |
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Common stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
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Treasury stock, at cost, |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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See notes to condensed consolidated financial statements.
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| Table of Contents |
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data) (Unaudited)
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| Three Months Ended |
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| Nine Months Ended |
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| September 30, 2022 |
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| September 30, 2021 |
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| September 30, 2022 |
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Sales, net |
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Expenses |
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Cost of products |
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Selling, general and administrative |
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Total operating expenses |
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Operating loss |
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Other (expense) income: |
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Net interest expense |
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Loss on disposal of property, plant and equipment |
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Gain (loss) on investments |
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Other expense |
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Total other (expense) income |
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Loss before income taxes |
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Provision for income tax |
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Net loss |
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Net loss per share-basic: |
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Net loss per share-diluted: |
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Weighted average shares outstanding-basic |
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Weighted average shares outstanding-diluted |
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See notes to condensed consolidated financial statements.
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| Table of Contents |
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
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| Nine Months Ended |
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| September 30, 2022 |
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| September 30, 2021 |
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Operating activities |
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Net loss |
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Adjustments to reconcile net loss net cash used in operating activities: |
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Inventories allowances |
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Deferred tax expense |
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Depreciation and amortization |
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Share-based compensation expense-stock options |
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Share-based compensation expense-restricted stock units |
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Loss (gain) on investments |
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Changes in operating assets and liabilities: |
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Trade accounts receivable |
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Inventories |
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Prepaid expenses and other current assets |
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Other assets |
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ROU asset and lease liability |
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Accounts payable |
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Accrued compensation and related taxes |
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Accrued warranty expense |
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Deferred revenue |
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Accrued other expenses and other current liabilities |
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Net cash used in operating activities |
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Investing activities |
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Purchases of property, plant, and equipment |
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Net cash used in investing activities |
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Financing activities |
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Proceeds from common stock issuance, net of costs |
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Cash dividends paid |
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Proceeds from the credit facility and notes payable |
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Repayment of the credit facility and notes payable |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental disclosure |
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Cash paid for interest |
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Non-cash financing activity |
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Common stock issued under restricted stock units |
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See notes to condensed consolidated financial statements.
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| Table of Contents |
BK TECHNOLOGIES CORPORATION
Notes to Condensed Consolidated Financial Statements
Unaudited
(In thousands, except share and per share data and percentages or as otherwise noted)
1. Condensed Consolidated Financial Statements
Basis of Presentation
The condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021, have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited. The condensed consolidated balance sheet at December 31, 2021, has been derived from the Company’s audited consolidated financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022, as amended by filing Form 10-K/A with the SEC on April 29, 2022. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the operating results for a full year.
Principles of Consolidation
The accounts of the Company and its subsidiaries have been included in the accompanying condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (“VIE”) or a voting interest entity.
VIEs are entities in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its activities independently, or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. A controlling financial interest in a VIE is present when an enterprise has one or more variable interests that have both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The enterprise with a controlling financial interest is the primary beneficiary and consolidates the VIE.
Voting interest entities lack one or more of the characteristics of a VIE. The usual condition for a controlling financial interest is ownership of a majority voting interest for a corporation or a majority of kick-out or participating rights for a limited partnership.
When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies (generally defined as owning a voting or economic interest of between
Through September 30, 2022 the Company was the sole limited partner in FGI 1347 Holdings, LP, ("1347 LP"), a consolidated VIE. As disclosed in Note 6, the Company ceased to be the limited partner of 1347 LP as of September 30, 2022.
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| Table of Contents |
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, investments, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of September 30, 2022, and December 31, 2021, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.
Through September 14, 2022, the Company held an investment in common stock of FG Financial Group, Inc. made via 1347 LP. The Company used observable market data assumptions (Level 1 inputs, as defined in accounting guidance) that it believes market participants would use in pricing its investment in FGF Financial Group Inc.
Effective September 14,2022, the Company has an investment in Series B Common interests of FG Financial Holdings, LLC (“FG Holdings”). As further discussed in Note 6, the Company records the investment according to guidance provided by ASC 820 “Fair Value Measurement”, as the Company does not have a controlling financial interest in, nor exerts significant influence over he activities of FG Holdings. The investment in Series B common interests of FG Holdings is reported using net asset value (“NAV”) of interests held by the Company at period-end. The NAV is calculated using the fair value of the underlying stock of FGF held by FG Holdings, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in the operating agreement of FG Holdings. The NAV is used as a practical expedient and has not been classified within the fair value hierarchy.
Liquidity
The Company incurred operating losses and reported negative cash flows from operations during 2022 and 2021. The Company’s operating results have been negatively impacted by the worldwide shortages of materials, in particular semiconductors and integrated circuits, extended lead times, and increased costs and inventory levels for certain components. The Company's current credit facility expires on January 31, 2023. The Company is in the process of negotiating a new credit facility (see Note 13). Management believes that cash and cash equivalents currently available, combined with anticipated cash to be generated from operations, and borrowing ability are sufficient to meet the Company’s working capital requirements in the foreseeable future. The Company generally relies on cash from operations, commercial debt, and equity offerings, to the extent available, to satisfy its liquidity needs and to meet its payment obligations The Company may engage in public or private offerings of equity or debt securities to maintain or increase its liquidity and capital resources (see Note 13). However, financial and economic conditions, including those resulting from the COVID-19 pandemic and the current geopolitical tension, could impact our ability to raise capital or debt financing, if needed, on acceptable terms or at all.
Recent Accounting Pronouncements
The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Change in Accounting Principle
As disclosed in Note 4, on July 1, 2021, the Company changed its accounting for inventory to burden the material at the time of purchase receipts. Prior to July 1, 2021, the Company applied the material burden at the time the inventory was issued to work in progress.
2. Significant Events and Transactions
Pursuant to the Company’s capital return program, the Company’s Board of Directors declared a quarterly dividend of $
On June 30, 2022, the Company’s Board of Directors declared a quarterly dividend of $
On April 6, 2022, the Company’s Board of Directors declared a quarterly dividend of $
3. Allowance for Doubtful Accounts
The allowance for doubtful accounts on trade receivables was approximately $
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| Table of Contents |
4. Inventories, Net
On July 1, 2021, the Company changed its accounting for inventory to burden the material at the time of purchase receipts. Prior to July 1, 2021, the Company applied the material burden at the time the inventory was issued to work in progress. The Company believes that this method improves financial reporting by better reflecting the current value of inventory on the consolidated balance sheets, by providing better matching of revenues and expenses. The fiscal 2020 financial statements have been retrospectively adjusted to apply the new inventory change. The cumulative effect of this change on periods prior to those presented herein resulted in a net increase in inventory and a net decrease in accumulated deficit of approximately $
Inventories, which are presented net of allowance for slow moving, excess, or obsolete inventory, consisted of the following:
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Work in process |
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Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value. The allowances were approximately $
5. Income Taxes
The Company has recorded no tax expense or benefit for the three and nine months ended September 30, 2022, compared with an income tax expense of $
The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, changes in the valuation allowance related to net deferred tax assets, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.
As of September 30, 2022, the Company’s net deferred tax assets totaled approximately $
In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years. The Company analyzed all positive and negative evidence to determine if, based on the weight of available evidence, it is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.
Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, the Company established a valuation allowance of $
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| Table of Contents |
6. Investments
The Company held an investment in a limited partnership, FGI 1347 Holdings' LP (“1347 LP”), of which the Company was the sole limited partner. 1347 LP, was established for the purpose of investing in securities, and its sole primary asset was shares of FG Financial Group, Inc. (Nasdaq: FGF) (“FGF”). These shares were purchased in March and May 2018 for approximately $
Affiliates of Fundamental Global GP, LLC (“FG”), a significant stockholder of the Company, served as the general partner and the investment manager of 1347 LP, and the Company was the sole limited partner. As the sole limited partner, the Company was entitled to
The Company accounted for the investment in FGF, made through 1347 LP, as a consolidated VIE. VIEs are entities in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its activities independently, or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. A controlling financial interest in a VIE is present when an enterprise has one or more variable interests that have both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The enterprise with a controlling financial interest is the primary beneficiary and consolidates the VIE.
On September 14, 2022, FG contributed all of the shares of FGF held by 1347 LP to FG Holdings, with an approximate value of $
The investment in the Series B common interests of FG Holdings is measured using the NAV practical expedient in accordance with ASC 820 Fair Value Measurement and has not been classified within the fair value hierarchy. FG Holdings invests in common and preferred stock of FGF (specific company/growth objective). FG Holdings structure provides for Series A preferred interests, which accrue return of eight percent per annum and receive 20% of positive profits with respect to the total return in the capital provided by the holders of Series A preferred interests. There is no defined redemption frequency, and the Company cannot redeem or transfer its investment without a prior written consent of FG Holdings managers, who are FG affiliates. Distributions may be made to members at such times and amounts as determined by the managers, and shall be based on the most recent NAV. The Company does not have any unfunded commitments related to this investment.
On September 30, 2022, Series B Common Interests of FG Holdings were distributed in-kind to the Company as the sole limited partner of 1347 LP, and the Company consented to withdraw from 1347 LP, as the limited partner. As a result, the Company recognized a loss on deconsolidation of 1347 LP of approximately $43.
As of September 30, 2022, the members and affiliates of FG Holdings, beneficially owned in the aggregate
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| Table of Contents |
7. Stockholders’ Equity
The changes in condensed consolidated stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, are as follows:
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| Common Stock Shares |
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| Common Stock Amount |
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| Additional Paid-In Capital |
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| Treasury Stock |
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| Total |
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Balance at December 31, 2021 |
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Common stock issued under restricted stock units |
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Share-based compensation expense-stock options |
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Share-based compensation expense-restricted stock units |
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Net loss |
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Balance at March 31, 2022 |
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|
|
| ||||
Common stock issued under restricted stock units |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-stock options |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-restricted stock units |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Common stock dividends ($0.03 per share) |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net loss |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Balance at June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Common stock issued under restricted stock units |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| — |
|
|
|
| ||||
Share-based compensation expense-stock options |
|
| — |
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| ||||
Share-based compensation expense-restricted stock units |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Common stock dividends ($0.03 per share) |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net loss |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Balance at September 30, 2022 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
| 10 |
| Table of Contents |
|
| Common Stock Shares |
|
| Common Stock Amount |
|
| Additional Paid-In Capital |
|
| Accumulated Deficit |
|
| Treasury Stock |
|
| Total |
| ||||||
Balance at December 31, 2020* |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
Common stock issued under restricted stock units |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-stock options |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-restricted stock units |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Common stock dividends ($0.02 per share) |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net loss* |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Balance at March 31, 2021* |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Common stock issued, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share-based compensation expense-stock options |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-restricted stock units |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net income* |
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
| ||||
Balance at June 30, 2021* |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Common stock issued under restricted stock units |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-stock options |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Share-based compensation expense-restricted stock units |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Common stock dividends ($0.02 per share) |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net loss |
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Balance at September 30, 2021 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
*The balances as of December 31, 2020, March 31, 2021, and June 30, 2021 and the amounts for the three months ended March 31, 2021 and June 30, 2021, have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 4 of the Condensed Consolidated Financial Statements.
| 11 |
| Table of Contents |
8. Loss Per Share
The following table sets forth the computation of basic and diluted loss per share:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss for basic and diluted earnings per share |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Denominator for basic loss per share weighted average shares |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Effect of dilutive securities: |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Options and restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Denominator for diluted loss per share weighted average shares |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic loss per share |
| $ | ( | ) |
| $ | ) |
| $ | ( | ) |
| $ | ( | ) | |
Diluted loss per share |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Approximately
| 12 |
| Table of Contents |
9. Non-Cash Share-Based Employee Compensation
The Company has an employee and non-employee director share-based incentive compensation plan. Related to these programs, the Company recorded non-cash share-based employee compensation expense of $
The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock option grants under this plan. The non-cash share-based employee compensation expense recorded in the three and nine months ended September 30, 2022, was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
A summary of activity under the Company’s stock option plans during the nine months ended September 30, 2022, is presented below:
|
| Stock Options |
|
| Wgt. Avg. Exercise Price ($) Per Share |
|
| Wgt. Avg. Remaining Contractual Life (Years) |
|
| Wgt. Avg. Grant Date Fair Value ($) Per Share |
|
| Aggregate Intrinsic Value ($) |
| |||||
As of January 1, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Nonvested |
|
|
|
|
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|
|
| |||||
|
|
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|
|
Period activity |
|
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|
|
|
|
Issued |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| ||||
Exercised |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| ||||
Forfeited |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| ||||
Expired |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Vested |
|
|
|
|
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|
|
|
|
|
|
| |||||
Nonvested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Restricted Stock Units
On September 30, 2022, the Company granted
On August 12, 2022, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $
On July 1, 2022, the Company, at the direction of the Board of Directors, granted on a pro rata basis for 2022 compensation
On June 30, 2022, the Company granted
| 13 |
| Table of Contents |
On June 30, 2022, the Company, at the direction of the Board of Directors, accelerated the vesting of former director Michael Dill’s unvested restricted stock units granted September 6, 2018, September 6, 2019, August 24, 2020, and July 30, 2021, and issued
On June 8, 2022, the Company, at the direction of the Board of Directors, granted
On May 31, 2022, the Company granted
On April 30, 2022, the Company granted
On March 31, 2022, the Company granted
On December 17, 2021, upon the resignation of former director John Struble, the Company, at the direction of the Board of Directors, accelerated the vesting of Mr. Struble’s unvested restricted stock units granted September 6, 2018, September 6, 2019, August 24, 2020, and July 30, 2021, and issued
On August 24, 2021, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $
On July 30, 2021, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $
On March 4, 2021, upon the resignation of former director Lewis Johnson, the Company, at the direction of the Board of Directors, accelerated the vesting of Mr. Johnson’s unvested restricted stock units granted September 6, 2018, September 6, 2019, and August 24, 2021, and issued
There were
The Company recorded non-cash restricted stock unit compensation expense of $
A summary of non-vested restricted stock under the Company’s non-employee director share-based incentive compensation plan is as follows:
|
| Number of Shares |
|
| Weighted Average Price per Share |
| ||
Unvested at January 1, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Vested and issued |
|
| ( | ) |
| $ |
| |
Cancelled/forfeited |
|
| - |
|
|
|
|
|
Unvested at September 30, 2022 |
|
|
|
| $ |
| ||
| 14 |
| Table of Contents |
10. Commitments and Contingencies
Legal Matters
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of its business. On a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, it records a liability in its consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not accrue legal reserves, consistent with applicable accounting guidance. There were no pending material claims or legal matters as of September 30, 2022.
Covid 19 and Geopolitical Tension
In December 2019, a novel strain of the coronavirus (COVID-19) surfaced in Wuhan, China, which spread globally and was declared a pandemic by the World Health Organization in March 2020. From that time, additional variants have surfaced. The COVID-19 pandemic continues to evolve, impacting the global economy, causing market instability and uncertainty in the labor market. The full extent of the impact of the COVID-19 pandemic will depend on future developments, which are highly uncertain and cannot be predicted at this time. We will continue to monitor the COVID-19 pandemic as well as resulting legislative and regulatory changes to manage our response and assess and mitigate potential adverse impacts to our business. Even as the COVID-19 pandemic subsides, we may continue to experience an adverse impact to our business as a result of its national and global economic impact, including any recession that may occur in the future.
Additionally, U.S. and global markets and supply chains are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine.
Purchase Commitments
As of September 30, 2022, the Company had purchase commitments for inventory totaling approximately $
Significant Customers
Sales to United States government agencies represented approximately $
11. Debt
BK Technologies, Inc. (“BK Inc.”), a wholly owned subsidiary of the Company, entered into a $
Borrowings under the Credit Agreement will bear interest at the secured overnight financing rate plus a margin of
| 15 |
| Table of Contents |
The Credit Agreement contains certain customary restrictive covenants, including restrictions on liens, indebtedness, loans and guarantees, acquisitions and mergers, sales of assets, and stock repurchases by BK Technologies, Inc. The Credit Agreement contains one financial covenant requiring BK Technologies, Inc., to maintain a tangible net worth of at least $
The Credit Agreement provides for customary events of default, including: (1) failure to pay principal, interest or fees under the Credit Agreement when due and payable; (2) failure to comply with other covenants and agreements contained in the Credit Agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other agreements with JPMC or under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, JPMC may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the Credit Agreement.
BK Technologies, Inc. was in compliance with all covenants under the Credit Agreement as of September 30, 2022, and the date of filing this report. As of September 30, 2022, the Company had an outstanding balance of $
On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of BK Technologies Corporation, and JPMC, as a lender, entered into a Master Loan Agreement in the amount of $
On September 25, 2019, BK Technologies, Inc., a wholly owned subsidiary of the Company, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association, as a lender, entered into a Master Loan Agreement in the amount of $
The following table summarizes the notes payable principle repayments subsequent to September 30, 2022:
|
| September 30, 2022 |
| |
Remaining three months of 2022 |
| $ |
| |
2023 |
|
|
| |
2024 |
|
|
| |
2025 |
|
|
| |
Total payments |
| $ |
| |
| 16 |
| Table of Contents |
12. Leases
The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases”. The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are accounted for separately.
The Company leases approximately
In February 2020, the Company entered into a lease for
In March 2021, the Company executed an agreement for the termination of its lease for
Lease costs consisted of the following:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
| ||||
Operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Supplemental cash flow information related to leases was as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, 2022 |
|
| September 30, 2021 |
|
| September 30, 2022 |
|
| September 30, 2021 |
| ||||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating cash flows (fixed payments) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Operating cash flows (liability reduction) |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROU assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 17 |
| Table of Contents |
Other information related to operating leases was as follows:
|
| September 30, 2022 |
| |
Weighted average remaining lease term (in years) |
|
|
| |
Weighted average discount rate |
|
| % | |
Maturity of lease liabilities as of September 30, 2022, were as follows:
|
| September 30, 2022 |
| |
Remaining three months of 2022 |
| $ |
| |
2023 |
|
|
| |
2024 |
|
|
| |
2025 |
|
|
| |
2026 |
|
|
| |
Thereafter |
|
|
| |
Total payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Total present value of lease liability |
| $ |
| |
On October 27, 2022, the Company entered into a Letter of Intent (the “LOI”) with Alterna Capital Solutions, LLC for a one-year Line of Credit with total maximum funding up to $
| 18 |
| Table of Contents |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE CONCERNING
FORWARD-LOOKING STATEMENTS
We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including the statements about our plans, objectives, expectations, and prospects. You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “should,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “are encouraged” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our subsequent filings with the Securities and Exchange Commission, and include, among others, the following:
| · | changes or advances in technology; |
|
|
|
| · | the success of our land mobile radio product line; |
|
|
|
| · | successful introduction of new products and technologies, including our ability to successfully develop and sell our anticipated new multiband product and other related products in the planned new BKR Series product line and our announced SaaS solution; |
|
|
|
| · | competition in the land mobile radio industry; |
|
|
|
| · | general economic and business conditions, including federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, and the ongoing effects of the COVID-19 pandemic, inflation, supply-chain constraints, ongoing geopolitical conflicts and related sanctions; |
|
|
|
| · | the availability, terms and deployment of capital; |
|
|
|
| · | reliance on contract manufacturers and suppliers; |
|
|
|
| · | risks associated with fixed-price contracts; |
|
|
|
| · | heavy reliance on sales to agencies of the U.S. Government and our ability to comply with the requirements of contracts, laws and regulations related to such sales; |
|
|
|
| · | allocations by government agencies among multiple approved suppliers under existing agreements; |
|
|
|
| · | our ability to comply with U.S. tax laws and utilize deferred tax assets; |
|
|
|
| · | our ability to attract and retain executive officers, skilled workers and key personnel; |
| 19 |
| Table of Contents |
| · | our ability to manage our growth; |
|
|
|
| · | our ability to identify potential candidates and consummate acquisition, disposition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation; |
|
|
|
| · | the impact of general business conditions, including those resulting from the COVID-19 pandemic, inflation, ongoing geopolitical conflicts and related sanctions, on the companies in which we hold investments; |
|
|
|
| · | impact of our capital allocation strategy; |
|
|
|
| · | risks related to maintaining our brand and reputation; |
|
|
|
| · | impact of government regulation; |
|
|
|
| · | rising health care costs; |
|
|
|
| · | our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments’ trade and tariff policies, as well as any further impact resulting from the COVID-19 pandemic, inflation, ongoing geopolitical conflicts and related sanctions; |
|
|
|
| · | our inventory and debt levels; |
|
|
|
| · | protection of our intellectual property rights; |
|
|
|
| · | fluctuation in our operating results and stock price; |
|
|
|
| · | acts of war or terrorism, natural disasters and other catastrophic events, such as the COVID-19 pandemic; |
|
|
|
| · | any infringement claims; |
|
|
|
| · | data security breaches, cyber-attacks and other factors impacting our technology systems; |
|
|
|
| · | availability of adequate insurance coverage; |
|
|
|
| · | maintenance of our NYSE American listing; |
|
|
|
| · | risks related to being a holding company; and |
|
|
|
| · | the effect on our stock price and ability to raise equity capital through future sales of shares of our common stock. |
Some of these factors and risks have been, and may further be, exacerbated by the COVID-19 pandemic and general economic conditions, including the ongoing military conflict in Ukraine, such as inflationary pressures and disruptions in the global supply chain. We assume no obligation to publicly update or revise any forward-looking statements made in this report, whether as a result of new information, future events, changes in assumptions or otherwise, after the date of this report. Readers are cautioned not to place undue reliance on these forward-looking statements.
Reported dollar amounts in the management’s discussion and analysis (“MD&A”) section of this report are disclosed in millions or as whole dollar amounts.
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The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report and the MD&A, consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 17, 2022, as amended by filing Form 10-K/A with the SEC on April 29, 2022.
Executive Overview
BK Technologies Corporation (NYSE American: BKTI) (together with its wholly owned subsidiaries, “BK,” the “Company,” “we” or “us”) is a holding company that, through BK Technologies, Inc., its operating subsidiary, provides public safety grade communications products and services which make first responders safer and more efficient. All operating activities described herein are undertaken by our operating subsidiary.
In business for over 70 years, BK operates two business units through its operating subsidiary, BK Technologies, Inc.; Radio and SaaS.
The Radio business unit designs, manufactures and markets American-made wireless communications products consisting of two-way land mobile radios (“LMRs”). Two-way LMRs can be radios that are hand-held (portable) or installed in vehicles (mobile).
Generally, BK Technologies-branded products serve the government markets including but not limited to emergency response, public safety, United States Department of Agriculture, United States Department of Homeland Security and military customers of federal, state and municipal government agencies, as well as various industrial and commercial enterprises. We believe that our products and solutions provide superior value by offering a high specification, ruggedized, durable, reliable, feature rich, Project 25 (P25) compliant radio at a lower cost relative to comparable offerings.
The SaaS business unit focuses on delivering innovative, public safety smartphone applications which operate ubiquitously over the public cellular networks. Our BKRplay branded smartphone application will offer multiple services which make the first responder safer and more efficient. When tethered to our radios, the combined solution will offer more unique capability which increases the sales reach of our radios.
We were incorporated under the laws of the State of Nevada on October 24, 1997. We are the resulting corporation from the reincorporation merger of our predecessor, Adage, Inc., a Pennsylvania corporation, which reincorporated from Pennsylvania to Nevada effective as of January 30, 1998. Effective on June 4, 2018, we changed our corporate name from “RELM Wireless Corporation” to “BK Technologies, Inc.”
Our principal executive offices and manufacturing facility are located at 7100 Technology Drive, West Melbourne, Florida 32904 and our telephone number is (321) 984-1414.
Available Information
Our Internet website address is www.bktechnologies.com. We make available on our Internet website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to these reports as soon as practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”). In addition, our Code of Business Conduct and Ethics, Code of Ethics for the CEO and Senior Financial Officers, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter and other corporate governance policies are available on our website, under “Investor Relations.” The information contained on our website is not incorporated by reference in this report. A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department by submitting a written request to [email protected] or calling (203) 972-9200. Additional information regarding our investor relations department can be found at our website. All reports that the Company files with or furnishes to the SEC also are available free of charge via the SEC’s website at http://www.sec.gov.
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Impact of COVID-19 Pandemic and Recent Capital Markets Disruption
In December 2019, a novel strain of the coronavirus (COVID-19) surfaced, which spread globally and was declared a pandemic by the World Health Organization in March 2020. In response to the COVID-19 pandemic, we implemented certain policies at our offices in accordance with best practices to accommodate, and at times mandate, social distancing, wearing face masks, and remote work practices. Among other things, we have invested in employee safety equipment, additional cleaning supplies and measures, adjusted production lines and workplaces as necessary and adapted new processes for interactions with our suppliers and customers to safely manage our operations. Any employees that test positive for COVID-19 are quarantined and, if possible, work remotely in accordance with accepted safety practices until after passing subsequent testing.
Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.
Furthermore, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.
The impact to our business in 2022, particularly customer orders, is not known with certainty. Recently, worldwide shortages of materials, particularly semiconductors and integrated circuits, have resulted in limited supplies, extended lead times, and increased costs and inventory levels for certain components used in our products. While, generally, we have been able to procure the material necessary to manufacture our products and fulfill customer orders, there have been delays and long delivery times within our supply chain. While the progression and duration of these shortages is not known with certainty, they may last for several quarters or years. The impact on our operations of such shortages, or additional shortages that may surface, is uncertain, but could potentially impact our future sales, manufacturing operations and financial results. Continued progression of these circumstances could result in a decline in customer orders, as our customers could shift purchases to lower-priced or other perceived value offerings or reduce their purchases and inventories due to decreased budgets, reduced access to credit or various other factors, and impair our ability to manufacture our products, which could have a material adverse impact on our results of operations and cash flow. While the current impacts of COVID-19 and ongoing geopolitical conflicts and related sanctions are reflected in our results of operations, we cannot at this time separate the direct impacts of these matters from other factors that cause our performance to vary from quarter to quarter. The ultimate duration and impact of the COVID-19 pandemic, the ongoing geopolitical conflicts and related sanctions on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration and severity of the pandemic, the duration of the ongoing conflict in Ukraine and additional sanctions related thereto, and the related length of the impact on the global economy, which are uncertain and cannot be predicted at this time. Even after the COVID-19 pandemic has subsided and geopolitical tensions subside, we may continue to experience an adverse impact to our business as a result of the national and, to some extent, global economic impact. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not presently ascertainable. However, our results of operations in future periods may continue to be adversely impacted by the COVID-19 pandemic, the ongoing geopolitical conflict and related sanctions, and their negative effects on global economic conditions.
We may experience fluctuations in our quarterly results, in part, due to governmental customer spending patterns that are influenced by government fiscal year-end budgets and appropriations. We may also experience fluctuations in our quarterly results, in part, due to our sales to federal and state agencies that participate in wildland fire-suppression efforts, which may be greater during the summer season when forest fire activity is heightened. In some years, these factors may cause an increase in sales for the second and third quarters, compared with the first and fourth quarters of the same fiscal year. Such increases in sales may cause quarterly variances in our cash flow from operations and overall financial condition.
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Third Quarter and Nine Months Summary
Customer demand and orders for our products continued to be strong during the three and nine months ended September 30, 2022. Supply chain constraints limited our ability to manufacture the quantities needed to ship and fulfill all the orders. The State of Florida and our headquarters location in West Melbourne, Florida, was also impacted by hurricane Ian in the last week of September, which impacted our ability to ship product to our customers. Consequently, these orders were carried in backlog, and we anticipate fulfilling many of these orders during subsequent quarters.
Overall, our revenues for the three months ended September 30, 2022, declined somewhat compared with the same period of last year. For the third quarter 2022, sales decreased 5.6% from the third quarter last year and 1.6% from the immediately preceding quarter. The decline in sales for the third quarter brought sales for the nine-months ended September 30, 2022, within 5.9% of the same nine-month period last year. Gross profit margins as a percentage of sales for the third quarter and nine-month periods of 2022 decreased compared with the same periods of last year, generally reflecting cost increases in materials and freight, and lower production volumes due to certain electronic component shortages. Selling, general and administrative (“SG&A”) expenses for the third quarter of 2022 were 2.8% higher than the SG&A expenses for the third quarter last year, while SG&A expenses for the nine-month period ended September 30, 2022, increased 14.7% compared to the same period last year. The increase in general and administrative expenses is attributed primarily to corporate and headquarters staffing and strategic initiatives. These factors yielded operating losses for the three and nine month periods ended September 30, 2022, that increased primarily due to supply chain material challenges compared to the same periods last year.
For the third quarter of 2022, our sales decreased 5.6% to approximately $11.9 million, compared with approximately $12.6 million for the same quarter last year. For the nine months ended September 30, 2022, sales totaled approximately $30.6 million, compared with approximately $32.5 million for the same period last year.
Gross profit margins as a percentage of sales for the third quarter of 2022 were approximately 18.8%, compared with 32.8% for the third quarter last year. For the nine-month period ended September 30, 2022, gross profit margins as a percentage of sales were approximately 17.8%, compared with 35.7% when compared to the same periods last year.
SG&A expenses for the third quarter of 2022 totaled approximately $4.6 million, compared with approximately $4.5 million for the same quarter last year. SG&A expenses for the first nine months of 2022 increased 14.7% to approximately $15.0 million, compared with approximately $13.0 million for the same period last year.
For the third quarter of 2022, we recognized an operating loss of approximately $2.4 million, compared with an operating loss of approximately $0.4 million for the same quarter last year. For the nine-month period ended September 30, 2022, our operating loss totaled approximately $9.5 million, compared with approximately $1.4 million for the same period last year.
For the third quarter of 2022, we recognized a net realized and unrealized gain totaling approximately $76 thousand on our investment in FG Financial Group, Inc. made through FG Financial Holdings, LLC. This compares with an unrealized loss of approximately $2.2 million on the investment in FG Financial Group, Inc. made through FG 1347 Holdings, LP for the third quarter last year. For the nine-month period ended September 30, 2022, we recognized net realized and unrealized losses of approximately $1.0 million, compared with an unrealized gain of $310 thousand for last year’s nine-month period.
Net loss for the three months ended September 30, 2022, was approximately $2.4 million ($0.14 per basic and diluted share), compared with a net loss of approximately $2.6 million ($0.15 per basic and diluted share) for the same quarter last year. For the nine months ended September 30, 2022, our net loss totaled approximately $10.7 million ($0.63 per basic and diluted share), compared with a net loss of approximately $1.4 million ($0.10 per basic and diluted share) for the same period last year.
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As of September 30, 2022, working capital totaled approximately $14.6 million, of which approximately $9.4 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2021, working capital totaled approximately $25.2 million, of which approximately $18.8 million was comprised of cash, cash equivalents and trade receivables.
Results of Operations
As an aid to understanding our operating results for the periods covered by this report, the following table shows selected items from our condensed consolidated statements of operations expressed as a percentage of sales:
|
| Percentage of Sales Three Months Ended |
|
| Percentage of Sales Nine Months Ended |
| ||||||||||
|
| Sept 30, 2022 |
|
| Sept 30, 2021 |
|
| Sept 30, 2022 |
|
| Sept 30, 2021 |
| ||||
Sales |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
Cost of products |
|
| (81.2 | ) |
|
| (67.2 | ) |
|
| (82.2 | ) |
|
| (64.3 | ) |
Gross margin |
|
| 18.8 |
|
|
| 32.8 |
|
|
| 17.8 |
|
|
| 35.7 |
|
Selling, general and administrative expenses |
|
| (38.9 | ) |
|
| (35.7 | ) |
|
| (48.9 | ) |
|
| (40.1 | ) |
Other income (expense), net |
|
| (0.1 | ) |
|
| (17.4 | ) |
|
| (3.8 | ) |
|
| 0.7 |
|
Loss before income taxes |
|
| (20.2 | ) |
|
| (20.3 | ) |
|
| (34.9 | ) |
|
| (3.7 | ) |
Income tax (expense) benefit |
|
| (0.0 | ) |
|
| (0.0 | ) |
|
| (0.0 | ) |
|
| (0.6 | ) |
Net loss |
|
| (20.2 | )% |
|
| (20.3 | )% |
|
| (34.9 | )% |
|
| (4.3 | )% |
Net Sales
For the third quarter ended September 30, 2022, net sales decreased 5.6% to approximately $11.9 million, compared with approximately $12.6 million for the same quarter last year. Sales for the nine months ended September 30, 2022, totaled approximately $30.6 million, compared with approximately $32.5 million for the nine-month period last year.
Customer demand and orders for our products continued to be strong, driving record bookings for the third quarter of 2022. Supply chain constraints limited our ability to manufacture the quantities needed to convert the orders into shipments and sales revenue. Consequently, unshipped orders were carried in backlog, and we anticipate fulfilling a portion of the orders in backlog during fourth quarter this year. We are taking steps to manage delays in the supply chain, including carrying additional inventory of material and components with limited supplies. Although supply chain factors may continue to impact shipments during the next quarter, we anticipate being able to fulfill customer requirements. The precise impact to sales and shipments for the remainder of 2022, however, cannot be quantified.
Sales for the three months ended September 30, 2022 were attributed primarily to certain state and local public safety opportunities, as well as federal wildland fire related agencies. From a product perspective, the primary contributor to orders and shipments during the third quarter was our BKR 5000 portable radio and related accessories. The BKR Series is envisioned as a comprehensive line of new products, which will include new models in coming quarters. The timing of developing additional BKR Series products and bringing them to market could be impacted by various factors, including potential impacts related to our supply chain and the COVID-19 pandemic to various electronic component suppliers. BKR Series products, we believe, should increase our addressable market by expanding the number of federal and other public safety customers that may purchase our products. However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors. Accordingly, we cannot assure that sales will occur under particular contracts, or that our sales prospects will otherwise be realized.
While the potential impacts of material shortages, lead-times, the COVID-19 pandemic, and ongoing geopolitical conflict and related sanctions in coming months and quarters remain uncertain, such effects have the potential to adversely impact our customers and our supply chain. Such negative effects on our customers and suppliers could adversely affect our future sales, gross profit margins, operations, and financial results.
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Cost of Products and Gross Profit Margin
Gross profit margins as a percentage of sales for the third quarter ended September 30, 2022 were approximately 18.8%, compared with 32.8% for the same quarter last year. For the nine-month period ended September 30, 2022, gross profit margins were approximately 17.8%, compared with 35.7% for the same period last year.
Our cost of products and gross profit margins are primarily derived from material, labor and overhead costs, product mix, manufacturing volumes and pricing. Gross profit margins for the quarter ended September 30, 2022 decreased compared with the same period last year, primarily due to increased material costs, including electronic components, as well as escalated freight costs, which yielded sub-optimal absorption of manufacturing overhead costs.
During recent quarters, worldwide shortages of materials, including semiconductors and integrated circuits, have resulted in limited supplies, extended lead times and higher costs for certain components used in our products. Accordingly, we have experienced delivery delays and increased costs within our supply chain. While the progression and duration of these shortages is not known with certainty, we are monitoring a number of critical components for product cost improvement, but the shortages may last for several quarters. The impact on our operations of such shortages and increased product costs is uncertain, but could potentially impact our future sales, gross profit margins, manufacturing operations and financial results. We utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs. While we anticipate continuing to do so in the future, we have increased and are continuing to increase our utilization of U.S.-based resources, which provides greater security and control over our production. We believe that our current manufacturing capabilities and contract relationships or comparable alternatives will continue to be available to us. However, we may encounter new product cost and competitive pricing pressures in the future and the extent of their impact on gross margins, if any, is uncertain.
Selling, General and Administrative Expenses
SG&A expenses consist of marketing, sales, commissions, engineering, product development, management information systems, accounting, headquarters, and non-cash share-based employee compensation expenses.
SG&A expenses for the third quarter ended September 30, 2022, totaled approximately $4.6 million (38.9% of sales), compared with approximately $4.5 million (35.7% of sales) for the same quarter last year. For the nine months ended September 30, 2022, SG&A expenses increased by $2.0 million, or 14.6%, to approximately $15.0 million (48.9% of sales), compared with approximately $13.0 million (40.1% of sales), for the nine-month period last year.
Engineering and product development expenses for the third quarter of 2022 totaled approximately $2.1 million (17.9% of sales), compared with approximately $2.0 million (16.1% of sales) for the same quarter of last year. For the nine months ended September 30, 2022, engineering and product development expenses totaled approximately $6.7 million (22.0% of sales), compared with approximately $6.2 million (18.9% of sales) for the nine-month period last year. The increase in engineering expenses is attributed primarily to ongoing product design and development activities, particularly prototyping, for the new BKR series radios. Most of these activities are being performed by our internal engineering team and are their primary focus, combined with sustaining engineering support of our existing products. The precise date for developing and introducing new products is uncertain and can be impacted by, among other things, supply chain shortages and the potential effects of the COVID-19 pandemic in coming months and quarters.
Marketing and selling expenses for the third quarter of 2022 totaled approximately $1.1 million (8.7% of sales), compared with approximately $1.0 million (8.2% of sales) for the third quarter last year. For the nine months ended September 30, 2022, marketing and selling expenses increased approximately $0.1 million, or 2.4%, to approximately $3.1 million (10.2% of sales), compared with approximately $3.0 million (9.3% of sales). The increase for the nine-month period ended September 30, 2022 are primarily reflecting increases in reflect activities in support of anticipated sales growth from new products and customers.
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Other general and administrative expenses for the third quarter 2022 totaled approximately $1.4 million (12.2% of sales), compared with approximately $1.4 million (11.4% of sales) for the same quarter last year. For the nine months ended September 30, 2022, general and administrative expenses totaled approximately $5.1 million (16.6% of sales), compared with approximately $3.8 million (11.8% of sales) for the nine-month period last year. The increase in general and administrative expenses for the three and nine month period ending September 30, 2022 is attributed primarily to corporate and headquarters staffing and strategic initiatives.
Operating Loss
The operating loss for the third quarter ended September 30, 2022, totaled approximately $2.4 million (20.1% of sales), compared with approximately $370 thousand (2.9% of sales) for last year’s third quarter. For the nine months ended September 30, 2022, our operating loss totaled approximately $9.5 million (31.1% of sales), compared with approximately $1.4 million (4.4% of sales) for the nine-month period last year. The operating loss for the quarter ended September 30, 2022 is attributed primarily to increased product costs, which adversely impacted gross profit margins and increased operating expenses. The operating loss for the nine months ended September 30, 2022 is primarily attributed to increased product costs and a decrease in sales, which adversely impacted gross profit margins and increased operating expenses.
Other (Expense) Income
We recorded net interest expense of approximately $30,000 for the third quarter ended September 30, 2022, compared with approximately $19,000 for the third quarter of last year. For the nine months ended September 30, 2022, net interest expense totaled approximately $70,000, compared with net interest expense of approximately $37,000 for the nine-month period last year. Net interest expense was primarily the result of equipment financing, our revolving credit facility and lower average cash balances.
For the third quarter ended September 30, 2022, we recognized a net realized and unrealized gain of approximately $0.1 million on our investment in FG Financial, compared with an unrealized loss of approximately $2.2 million in FG Financial Group, Inc. made through FG 1347 Holdings, LP for the third quarter last year. For the nine months ended September 30, 2022, we recognized realized and unrealized losses of approximately $1.0 million on our investment, compared with an unrealized gain of approximately $0.3 for the same period last year.
Income Taxes
We recorded no tax expense or benefit for the quarter ended and for the nine months ended September 30, 2022, compared with no income tax provision for the third quarter and an income tax expense of $184,000 for the nine month period last year.
Our income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, we may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.
As of September 30, 2022, our net deferred tax assets totaled approximately $4.1 million, and were primarily derived from research and development tax credits, operating loss carryforwards and deferred revenue.
In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years. We analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.
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Based on our analysis of all available evidence, both positive and negative, we have concluded that we do not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, we established a valuation allowance of $3.0 million and $0.6 million as of September 30, 2022 and December 31, 2021. We cannot presently estimate what, if any, changes to the valuation of our deferred tax assets may be deemed appropriate in the future. If we incur future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of September 30, 2022.
Liquidity and Capital Resources
For the nine months ended September 30, 2022, net cash used in operating activities totaled approximately $6.9 million, compared with cash used by operating activities of approximately $3.6 million for the same period last year. Cash used in operating activities for the nine months ended September 30, 2022, was primarily related to a net loss and increased inventory, which were partially offset by increased accounts payable, a decrease in accounts receivable and an unrealized loss in marketable securities.
For the first nine months of 2022, we had a net loss of approximately $10.7 million, compared with a net loss of approximately $1.4 million for the same period last year. Gross inventories increased during the nine months ended September 30, 2022 by approximately $9.4 million, compared with approximately $6.0 million for the same period last year. The increases for inventories were attributed primarily to increased purchases to account for the limited material and component availability combined with extended supplier lead-times and planned new product introductions. Prepaid expenses increased during the nine months ended September 30, 2022 by approximately $77,000, compared with an increase of $63,000 for the same period last year. Accounts receivable decreased approximately $2.9 million during the nine months ended September 30, 2022, compared with an increase of approximately $1.2 million for the same period last year. The decrease was primarily due to lower revenues and higher customer collections during the nine months ended September 30, 2022. Accounts payable for the nine months ended September 30, 2022, increased approximately $7.4 million, compared with an increase of approximately $2.4 million for the same period last year, primarily due to increased material and component purchases from suppliers related in-part to delays and shortages within our supply chain. Depreciation and amortization totaled approximately $1.1 million for the nine months ended September 30, 2022, compared with approximately $1.0 million for the same period last year. Depreciation and amortization are primarily related to manufacturing and engineering equipment. The loss on investments for the nine months ended September 30, 2022, totaled approximately $1.0 million, compared with an unrealized gain of approximately $310 thousand for same period last year. For additional information pertaining to our investments, refer to Note 1 (Condensed Consolidated Financial Statements) and Note 6 (Investments) to the condensed consolidated financial statements included in this report.
Cash used in investing activities for the nine months ended September 30, 2022, totaled approximately $1.0 million, compared with approximately $1.9 million for the same period last year. The cash used for both periods was attributed primarily to the purchase of engineering and manufacturing related equipment.
For the nine months ended September 30, 2022, cash of approximately $1.3 million was provided by financing activities, compared with cash provided by financing activities of approximately $12.8 million for the same period last year. During the nine months ended September 30, 2022 we paid quarterly dividends, utilizing approximately $1.5 million, while for the same period last year, we paid a quarterly dividend of approximately $0.8 million. During the nine months ended September 30, 2022, we received proceeds of approximately $3.0 million from our revolving credit facility and notes payable compared to $3.5 million for the same period last year. This was partially offset by loan and revolving credit facility repayments of approximately $0.2 million for the nine months ended September 30, 2022 compared to $1.5 million for the same period last year. For the nine months ended September 30, 2021, we closed a public offering of our common stock, generating net proceeds of approximately $11.6 million.
On January 31, 2022, our revolving credit facility, which originated on January 30, 2020, was extended for one year, through January 31, 2023.
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BK Technologies, Inc., our wholly owned subsidiary, entered into the $5 million Credit Agreement with JPMC. The Credit Agreement provides for a revolving line of credit of up to $5 million, with availability under the line of credit subject to a borrowing base calculated as a percentage of accounts receivable and inventory. Proceeds of borrowings under the Credit Agreement may be used for general corporate purposes. The line of credit is collateralized by a blanket lien on all personal property of BK Technologies, Inc. pursuant to the terms of the Continuing Security Agreement with JPMC. BK Technologies Corporation and each subsidiary of BK Technologies, Inc., are guarantors of the obligations under the Credit Agreement, in accordance with the terms of the Continuing Guaranty.
Borrowings under the Credit Agreement will bear interest at the secured overnight financing rate plus a margin of 2.0%. The line of credit, as modified, is to be repaid in monthly payments of interest only, payable in arrears, commencing on February 1, 2022, with all outstanding principal and interest to be payable in full at maturity (January 31, 2023).
The Credit Agreement contains certain customary restrictive covenants, including restrictions on liens, indebtedness, loans and guarantees, acquisitions and mergers, sales of assets, and stock repurchases by BK Technologies, Inc. The Credit Agreement contains one financial covenant requiring BK Technologies, Inc., to maintain a tangible net worth of at least $20 million at any fiscal quarter end.
The Credit Agreement provides for customary events of default, including: (1) failure to pay principal, interest or fees under the Credit Agreement when due and payable; (2) failure to comply with other covenants and agreements contained in the Credit Agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other agreements with JPMC or under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, JPMC may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the Credit Agreement.
BK Technologies, Inc. was in compliance with all covenants under the Credit Agreement as of September 30, 2022, and the date of filing this report. As of September 30, 2022, the Company had an outstanding balance of approximately $4,458 and a net balance availability of approximately $542 under the Credit Agreement. As of the date of filing this report, the Company had an outstanding balance of approximately $4,458, and a net balance availability of approximately $542 under the Credit Agreement.
On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of BK Technologies Corporation, and JPMC, as a lender, entered into a Master Loan Agreement in the amount of $743 to finance various items of manufacturing equipment. The loan is collateralized by the equipment purchased using the proceeds. The Master Loan Agreement is payable in 48 equal monthly principal and interest payments of approximately $16 beginning on May 8, 2021, matures on April 8, 2025, and bears a fixed interest rate of 3.0%.
Our cash and cash equivalents balance at September 30, 2022, was approximately $4.0 million. We believe these funds, combined with anticipated cash generated from operations and borrowing availability under our Credit Agreement, are sufficient to meet our working capital requirements for the foreseeable future. We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our common stock and opportunities for uses of any proceeds, engage in public or private offerings of equity or debt securities to increase our capital resources. However, financial and economic conditions, including those resulting from the COVID-19 pandemic, could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all. We also face other risks that could impact our business, liquidity, and financial condition. For a description of these risks, see “Item 1A. Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and “Item 1A. Risk Factors” below in this report.
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Critical Accounting Policies
In response to the Securities and Exchange Commission’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have selected for disclosure our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions. These processes affect our reported revenues and current assets and are, therefore, critical in assessing our financial and operating status. We regularly evaluate these processes in preparing our financial statements. The processes for revenue recognition, allowance for collection of trade receivables, allowance for excess or obsolete inventory and income taxes involve certain assumptions and estimates that we believe to be reasonable under present facts and circumstances. These estimates and assumptions, if incorrect, could adversely impact our operations and financial position.
There were no changes to our critical accounting policies during the nine months ended September 30, 2022.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 229.10(f)(1) of Regulation S-K, the Company is not required to include the disclosure under this Item.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including each of such officers as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1A. RISK FACTORS
As of the date of this filing, except as set forth herein, there have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 17, 2022, as amended by filing Form 10-K/A with the SEC on April 29, 2022 (the “2021 Form 10-K”). The Risk Factors set forth in the 2021 Form 10-K should be read carefully in connection with evaluating our business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described in the 2021 Form 10-K, could materially adversely affect our business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dividend Restrictions
On January 31, 2022, BK Technologies, Inc., our wholly owned operating subsidiary, extended its Credit Agreement with JPMC. The Credit Agreement contains limitations and covenants that may limit BK Technologies, Inc.’s ability to take certain actions, including paying dividends to the Company.
Share Repurchase Program
On December 21, 2021, the Company announced that the Board has authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its common shares. The program does not have an expiration date. Any repurchases would be funded using cash on hand and cash from operations. The actual timing, manner and number of shares repurchased under the program will be determined by management and the Board of Directors at their discretion, and will depend on several factors, including the market price of the Company’s common shares, general market and economic conditions, alternative investment opportunities, and other business considerations in accordance with applicable securities laws and exchange rules. The authorization of the share repurchase program does not require BK Technologies to acquire any particular number of shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The following table provides information about purchases made by us of our common stock for each month included in the third quarter of 2022:
ISSUER PURCHASES OF EQUITY SECURITIES | |||||||||||||||||||
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Period |
| Total Number of Shares Purchased |
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| Average Price Paid Per Share |
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| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
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| Approximate Dollar Value of Shares that May Still be Purchased Under the Plans or Programs |
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July 1–31, 2022 |
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| — |
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| — |
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| — |
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| $ | 5,000,000 |
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August 1–31, 2022 |
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| — |
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| — |
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| — |
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| $ | 5,000,000 |
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September 1–30, 2022 |
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| — |
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| — |
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| — |
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| $ | 5,000,000 |
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Quarter Ended September 30, 2022 |
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| — |
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| $ | — |
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| — |
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| $ | 5,000,000 |
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Item 6. EXHIBITS
Exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index below.
Exhibit Index
Exhibit Number |
| Description |
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Exhibit 101.INS |
| XBRL Instance Document |
Exhibit 101.SCH |
| XBRL Taxonomy Extension Schema Document |
Exhibit 101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
Exhibit 101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
Exhibit 101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
Exhibit 101.DEF |
| XBRL Taxonomy Definition Linkbase Document |
Exhibit 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BK TECHNOLOGIES CORPORATION |
| |
| (The “Registrant”) |
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Date: November 4, 2022 | By: | /s/ John M. Suzuki |
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| John M. Suzuki Chief Executive Officer (Principal executive officer and duly authorized officer) |
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Date: November 4, 2022 | By: | /s/ Scott A. Malmanger |
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| Scott A. Malmanger Interim Chief Financial Officer (Principal financial and accounting officer and duly authorized officer) |
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