BKTI 10-Q
BK Technologies Corp (BKTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number:
| BK Technologies Corporation |
| (Exact name of registrant as specified in its charter) |
| | | |
| (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: (
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 | |
| 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
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|||
| Item 1. | LEGAL PROCEEDINGS | 24 | |
| Item 5. | OTHER INFORMATION | 25 | |
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use (ROU) assets | ||||||||
| Deferred tax assets, net | ||||||||
| Capitalized software and systems integration costs, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation and related taxes | ||||||||
| Accrued warranty expense | ||||||||
| Accrued other expenses and other current liabilities | ||||||||
| Short-term operating lease liabilities | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 7) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock; $ par value; authorized shares; issued or outstanding | ||||||||
| Common stock; $ par value; authorized shares; and issued, and and outstanding shares as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Treasury stock, at cost, shares as of June 30, 2026, and shares as of December 31, 2025 | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data) (Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Cost of products | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Selling, general and administrative expenses: | ||||||||||||||||
| Engineering and product development | ||||||||||||||||
| Marketing and selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total selling, general and administrative expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Gain on disposal of property, plant and equipment | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ||||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | $ | $ | ||||||||||||||
| Earnings per share-basic: | $ | $ | $ | $ | ||||||||||||
| Earnings per share-diluted: | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding-basic | ||||||||||||||||
| Weighted average shares outstanding-diluted | ||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK Technologies Corporation
Condensed Consolidated Statements of Changes in Equity
(In thousands, except share and per share data) (Unaudited)
| Common | Common | Additional | Retained Earnings | |||||||||||||||||||||
| Stock | Stock | Paid-In | (Accumulated | Treasury | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Stock | Total | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Common stock issued under restricted stock units | ( | ) | ||||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation expense-stock options | — | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units | — | |||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ||||||||||||||||||||||
| Common stock issued under restricted stock units and warrants | ( | ) | ||||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation expense-stock options | — | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units | — | |||||||||||||||||||||||
| Issuance of common stock under employee purchase plan | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ||||||||||||||||||||||
| Common | Common | Additional | ||||||||||||||||||||||
| Stock | Stock | Paid-In | Accumulated | Treasury | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Stock | Total | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Common stock issued under restricted stock units | ( | ) | ||||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation expense-stock options | — | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock issued under restricted stock units | ( | ) | ||||||||||||||||||||||
| Common stock issued-stock options | ||||||||||||||||||||||||
| Common stock issued - exercised warrants | ( | ) | ||||||||||||||||||||||
| Share-based compensation expense-stock options | — | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Allowance for credit losses | ||||||||
| Inventories allowances | ||||||||
| Deferred taxes expense (benefit) | ( | ) | ||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense-stock options | ||||||||
| Share-based compensation expense-restricted stock units | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade accounts receivable, net | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ( | ) | ||||
| Operating lease ROU assets and lease liabilities | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Long-term uncertain tax position liability | ||||||||
| Accrued compensation and related taxes | ( | ) | ( | ) | ||||
| Accrued warranty expense | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Accrued other expenses and other current liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property, equipment and plant | ||||||||
| Capitalized software and systems integration costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from exercise of common stock options | ||||||||
| Repurchase of common stock | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash financing activity | ||||||||
| Common stock issued under restricted stock units | $ | $ | ||||||
| Cashless exercise of stock options, warrants and related conversion of net shares to stockholders' equity | $ | $ | ||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Notes to Condensed Consolidated Financial Statements
Three and Six Months Ended June 30, 2026 and 2025
Unaudited
(In thousands, except share and per share data and percentages or as otherwise noted)
Note 1. Condensed Consolidated Financial Statements
Basis of Presentation
The condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations for the three and six months ended June 30, 2026, and 2025, the condensed consolidated statement of changes in stockholders' equity for the three and six months ended June 30, 2026, and 2025, and the condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025, have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited but include all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the Company’s audited consolidated financial statements at that date.
These condensed consolidated financial statements have been prepared in accordance with the requirements of Article 8 of Regulation S-X and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026. The results of operations for the three and six months ended June 30, 2026, and 2025, are not necessarily indicative of the operating results for a full year.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026, as compared to those disclosed in the consolidated financial statements included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2025.
Principles of Consolidation
The accounts of the Company 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. 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 20% to 50%), the Company’s investment is accounted for under the equity method of accounting. If the Company does not have a controlling financial interest in, or exert significant influence over, an entity, the Company accounts for its investment at fair value, if the fair value option was elected or at cost.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, and other liabilities. As of June 30, 2026, and December 31, 2025, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.
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.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update to improve income statement expenses disclosures. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company does not expect the adoption of ASU 2024-03 to have a material effect on its condensed consolidated financial statements.
Segment Reporting Disclosures
The Company has reportable segment - Land Mobile Radio (LMR) Products and Solutions.
The LMR segment provides radio devices that are hand-held (portable) or installed in vehicles (mobile) and operate on private radio systems that are Project 25 ("P25") compliant. The Company derives revenue primarily in North America and manages its business activities on a consolidated basis.
The LMR radio products are used by public safety agencies of the federal government, state and local municipality agencies on their P25 compliant radio systems. The radio systems operate on frequencies managed by the Federal Communications Commission ("FCC"). The Company’s chief operating decision maker ("CODM") is the senior executive committee that includes the chief executive officer, chief financial officer, and the chief technology officer.
The accounting policies of the LMR segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the LMR segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses operating income and net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the LMR segment or into other parts of the entity, the development of public safety applications utilizing cellular technology or for acquisitions. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The table below summarizes the significant categories regularly reviewed by the CODM for the three and six months ended June 30, 2026, and 2025, respectively:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Cost of products | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Engineering and product development | ||||||||||||||||
| Marketing and selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense) (a) | ( | ) | ||||||||||||||
| Income tax (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment net income | $ | $ | $ | $ | ||||||||||||
(a) Other segment items include interest income (expense) and foreign currency exchange gains/losses.
Note 2. Significant Events and Transactions
On October 30, 2024, a wholly owned subsidiary of the Company entered into a new credit facility with Fifth Third Bank, National Association, which provided for a one-year revolving line of credit with a maximum commitment of $
Note 3. Inventories, Net
Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| $ | $ | |||||||
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.
Note 4. Income Taxes
The Company's tax provision and the resulting effective tax rate for interim periods is determined based on its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The provision for income taxes consists of federal and state taxes in the US, California, Florida, and various other states.
For the three and six months ended June 30, 2026, the Company recorded an income tax expense of $
For the three and six months ended June 30, 2025, the Company recorded an income tax expense of $
Based on the analysis of all available evidence, both positive and negative, the Company has concluded that, except for the capital loss carryforward of approximately $
The Company's policy is to recognize interest and penalties associated with uncertain tax benefits as part of income tax provision and included accrued interest and penalties with the related income tax liability on the Company's Condensed Consolidated Balance Sheets. To date, the Company has not recognized any interest and penalties in its Condensed Consolidated Statement of Operations, nor has it accrued for or made payments for interest and penalties. The Company recorded $
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Under OBBBA, the Company is permitted to claim 100% bonus depreciation and fully deduct domestic research expenditures under Section 174A. These provisions accelerate tax deductions but do not create permanent tax differences; therefore, the impact is timing related only and does not materially affect the Company's financial statements.
The Company imports certain materials and products that are subject to U.S. government tariffs and import duties. On February 20, 2026, a US federal court ordered the U.S. government to begin refunding certain tariffs. The Company believes that some of the tariffs it has paid may be eligible for refund; however, the amount and timing of any potential refunds are uncertain. Accordingly, the Company has not recorded, nor plans to record, any benefit related to possible tariff refunds at this time.
Note 5. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income for basic and diluted earnings per share | $ | $ | $ | $ | ||||||||||||
| Denominator for basic earnings per share weighted average shares | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Options, restricted stock units, and warrants | ||||||||||||||||
| Denominator for diluted earnings per share weighted average shares | ||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||
Approximately
Note 6. Non-Cash Share-Based Employee Compensation
Stock Options
The Company has employee and non-employee director share-based incentive compensation plans. Related to these programs, the Company recorded non-cash share-based employee compensation expense of $
A summary of activity under the Company’s stock option plans during the six months ended June 30, 2026, is presented below:
| Shares/Options | Weighted Average Exercise Price ($) Per Share | Weighted Average FMV @ Grant ($) Per Share | Weighted Average Fair Value ($) Per Share | Weighted Average Remaining Contractual Term (Years) | Weighted Average Remaining Vesting Term (Years) | Aggregate Intrinsic Value ($) | ||||||||||||||||||||||
| Beginning Outstanding | ||||||||||||||||||||||||||||
| Awarded | ||||||||||||||||||||||||||||
| Forfeited | ( | ) | 31.57 | - | - | ( | ) | |||||||||||||||||||||
| Expired | ( | ) | - | - | - | (71 | ) | |||||||||||||||||||||
| Exercised / Released | ( | ) | - | - | ||||||||||||||||||||||||
| Ending Outstanding | ||||||||||||||||||||||||||||
| Ending Vested | - | |||||||||||||||||||||||||||
| Ending Unvested | - | |||||||||||||||||||||||||||
| Vested and Expected to Vest | - | |||||||||||||||||||||||||||
| Exercisable | - | |||||||||||||||||||||||||||
Restricted Stock Units
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:
| Weighted Average | ||||||||
| Number of | Grant Date | |||||||
| Shares | Price per Share | |||||||
| Unvested as of January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested and issued | ( | ) | ||||||
| Cancelled/forfeited | ( | ) | ||||||
| Unvested as of June 30, 2026 | $ | |||||||
Note 7. 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. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our 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, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material adverse effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.
On February 3, 2026, the Company filed a complaint with the United States District Court for the Eastern District of Texas, alleging patent infringement against AT&T Mobility LLC and AT&T Services, Inc. (collectively, “AT&T”) and requesting monetary and injunctive relief. As of the date of filing of this report on Form 10-Q, AT&T has responded to the Company’s complaint and is reviewing resolution alternatives.
Purchase Commitments
As of June 30, 2026, the Company had purchase commitments for inventory totaling approximately $
Significant Customers
The following table summarizes customer concentration of net revenues
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenue as a percent of total revenue | ||||||||||||||||
| United States government agencies | % | % | % | % | ||||||||||||
| Customer A | % | % | % | |||||||||||||
| Customer B | % | % | ||||||||||||||
The following table summarizes customer concentration of receivables:
| June 30, 2026 | June 30, 2025 | |||||||
| Receivables as a percent of total receivables | ||||||||
| United States government agencies | % | % | ||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
Geopolitical Tensions
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine and in the Middle East. Although the length and impact of the ongoing military conflicts are highly unpredictable, the conflict in both of these regions could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
Macroeconomic Trends
The Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, decreasing consumer confidence and spending, the introduction of or changes in tariffs or trade barriers and global or local recession. Such changes in domestic and global macroeconomic conditions may lead to increased costs for the business. Additionally, these macroeconomic trends could adversely affect the Company’s customers, which could impact their willingness to spend on the Company’s products and services, or their ability to make payments, which could harm the collection of accounts receivable and financial results. The world’s financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or stagnation, foreign currency fluctuations and volatility in the valuations of securities generally. As a result, the Company’s ability to access capital markets and other funding sources in the future may not be available on commercially reasonable terms, if at all. The rapid development and fluidity of these situations precludes any prediction as to the ultimate impact they will have on the Company’s business, financial condition, results of operation and cash flows, which will depend largely on future developments.
Note 8. Leases
The Company leases approximately
In February 2020, the Company entered into a lease for
Lease costs consisted of the following:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Variable lease cost | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| 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 | $ | $ | $ | $ | ||||||||||||
Other information related to operating leases was as follows:
| June 30, 2026 | ||||
| Weighted average remaining lease term (in years) | ||||
| Weighted average discount rate | % | |||
Maturity of lease liabilities as of June 30, 2026, were as follows:
| June 30, 2026 | ||||
| Remaining six months of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total payments | ||||
| Less: imputed interest | ( | ) | ||
| Total present value of lease liabilities | $ | |||
Note 9. Subsequent Events
The Company has evaluated subsequent events through August 13, 2026, the date the condensed consolidated financial statements were available to be issued. Based on this evaluation, the Company determined that no material subsequent events occurred that require recognition or disclosure in these condensed consolidated financial statements.
.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY 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, including any information incorporated by reference in 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, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") including the statements about our plans, objectives, expectations and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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. We also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others. Forward-looking statements include, but are not limited to, the following: changes or advances in technology; the success of our Solutions and Radio product groups and the products offered thereunder; successful introduction of new products and technologies, including our ability to successfully develop and sell our current and anticipated Solutions products, and our new multiband radio product and other related products in the BKR Series product line; competition in the LMR industry; general economic and business conditions, including the impact of high inflation, fluctuating interest rates, tariffs and other trade barriers and restrictions, potential tariff refunds, labor and supply shortages and disruptions, federal, state and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical conflicts and other events, acts of war or terrorism, global health crises and other catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, including a potential U.S. or global downturn or recession; 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; our ability to manage our growth; our ability to identify potential candidates for, and to consummate, acquisition, disposition or investment transactions; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; impact of rising health care costs; our business with manufacturers located in other countries, including the effects of changes in the U.S. Government and foreign governments' trade and tariff policies, such as recent increases in tariffs by the U.S. and the imposition of increased tariffs and other trade barriers and retaliatory measures by foreign governments; our inventory and debt levels; our ability to comply with the terms, including financial covenants, of our outstanding debt, including fluctuating interest rates; protection of our intellectual property rights; fluctuation in our operating results and stock price; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems or third-party information technology systems upon which we rely; widespread outages, interruptions or other failures of operational, communication, or other systems; availability of adequate insurance coverage; environmental, social and governance matters; maintenance of our NYSE American listing; risks related to being a holding company; our ability to maintain effective internal control over financial reporting; and the effect on our stock price and ability to raise capital through future sales of shares of our common stock or otherwise.
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, many of which are outside of our control, 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. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in "Part I-Item 1A. Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our subsequent filings with the SEC. 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.
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, 2025, filed with the SEC on March 12, 2026.
Executive Summary
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 designed to 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 one business segment through its operating subsidiary, BK Technologies, Inc. BK has two product groups within the segment: LMR Radio and Solutions.
The Radio product group designs, manufactures and markets wireless communications products and related accessories 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 government markets, including, but not limited to, emergency response, public safety, 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 high specification, ruggedized, durable, reliable, feature rich, Project 25 ("P25") compliant radio products at a lower cost relative to comparable offerings.
The Solutions product group focuses on delivering innovative products and smartphone applications which operate ubiquitously over public cellular networks. Our BK ONE branded solutions are designed to provide advanced field applications that enhance situational awareness, decision-making and interagency coordination that enable the first responder to be safer and more efficient. Our BK ONE portfolio provides law enforcement improved safety and productivity, fire incident first responders more situational awareness and EMS first responders with enhanced patient safety and advanced care measures. When tethered to our radios, the combined solution offers an enhanced user experience with more unique capability which increases the sales reach of our radios.
The Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, decreasing consumer confidence and spending, the introduction of or changes in tariffs or trade barriers, supply chain and labor disruptions, materials shortages, political and social unrest, geopolitical conflicts, and global or local recession. Such changes in domestic and global macroeconomic conditions may lead to increased costs for the business. Additionally, these macroeconomic trends could adversely affect the Company's customers, which could impact their willingness to spend on the Company's products and services, or their ability to make payments, which could harm the collection of accounts receivable and financial results. The world's financial markets remain susceptible to significant stresses, resulting in reductions in available credit and government spending, economic downturn or recession, foreign currency fluctuations and volatility in the valuations of securities generally. As a result, the Company's ability to access capital markets and other funding sources in the future may not be available on commercially reasonable terms, if at all. The rapid development and fluidity of these situations precludes any prediction as to the ultimate impact they will have on the Company's business, financial condition, results of operation and cash flows, which will depend largely on future development.
In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the U.S. Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection to refund certain tariffs collected under IEEPA. The Company identified certain potential refunds of previously paid tariffs in accordance with the ruling by the CIT and has estimated the total potential recovery to be approximately $0.6 million, which recovery remained subject to administrative review and final liquidation of the underlying customs entries by U.S. Customs and Border Protection. These potential refunds represent gain contingencies under ASC 450-30 and have not been recognized in the financial statements for the three months ended June 30, 2026, as uncertainties remain regarding government approval and appeals and final liquidation amounts. The Company will continue to monitor developments and recognize refunds when realized or realizable, however, no assurance can be given that the Company will recoup any IEEPA tariff refunds
Customer demand and orders for our products were strong during fiscal year 2025 and continued during the first six months of 2026. Customer demand and new orders for our products was $18.4 million during the three months ended June 30, 2026, compared to $18.3 million for the same period of fiscal year 2025. Our backlog of unshipped customer orders was approximately $3.2 million and $14.2 million as of June 30, 2026, and December 31, 2025, respectively. Changes in the backlog were attributed primarily to the timing of orders and their fulfillment. The timing of orders from certain federal and state agency customers, can have a significant impact on the backlog reported during any specific quarterly period.
For the three months ended June 30, 2026, sales increased approximately 10.6% to approximately $23.4 million, compared with $21.2 million for the same period of fiscal year 2025. The increase was attributed primarily to the shipments of BKR series radio product and accessories sales. Gross profit margins as a percentage of sales for the three months ended June 30, 2026, were 51.9%, compared with 47.4% for the comparative fiscal year 2025 quarter, generally reflecting radio product and accessories sales mix. Selling, general, and administrative (“SG&A”) expenses for the three months ended June 30, 2026, totaled approximately $8.3 million (35.5% of sales), compared with $6.0 million (28.5% of sales) in the same period of fiscal year 2025. We recognized operating income for the three months ended June 30, 2026, of approximately $3.8 million, compared with operating income of approximately $4.0 million for the same period of fiscal year 2025.
For the three months ended June 30, 2026, and 2025, we recognized other income, net totaling approximately $174,000 and $19,000, respectively.
For the three months ended June 30, 2026, the pretax income totaled approximately $4.0 million, compared with pretax income of approximately $4.0 million for same period of fiscal year 2025.
We recognized tax expense of $0.8 million for the three-month period ended June 30, 2026, and approximately $0.3 million for the same period of fiscal year 2025.
Net income for the three months ended June 30, 2026, totaled approximately $3.2 million ($0.84 per basic and $0.79 per diluted share), compared with a net income of approximately $3.7 million ($1.03 per basic and $0.96 per diluted share) for the same period last year. The primary factor for the decrease for the three months ended June 30, 2026, compared to the same period of fiscal year 2025, is primarily related to federal and state estimated tax expense.
As of June 30, 2026, working capital totaled approximately $46.1 million, of which $42.1 million was comprised of cash, cash equivalents, and trade receivables. This compares with working capital totaling approximately $37.3 million at 2025 year-end, which included $30.0 million of cash, cash equivalents, and trade receivables.
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.
Available Information
Our Internet website address is www.bktechnologies.com. The information contained on or accessible from our website is not incorporated by reference in this report. Any reference to our website is intended to be an inactive textual reference only. 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 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.” A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department. The SEC maintains an internet site that contains reports, proxy and information statements, and other information filed by the Company at http://www.sec.gov. All reports that the Company files with or furnishes to the SEC also are available free of charge via the SEC’s website.
Second Quarter and Six Months Summary
Customer demand and new orders for our products was $18.4 million during the three months ended June 30, 2026, compared to $18.3 million for the same period of fiscal year 2025.
For the second quarter of 2026, sales increased 10.6% to approximately $23.4 million, compared with approximately $21.2 million of sales for the second quarter of fiscal year 2025. Sales for the six months ended June 30, 2026, totaled approximately $44.7 million, an increase of 11.2% compared with approximately $40.2 million for the same period last year. Gross profit margin as a percentage of sales for the second quarter of 2026 was approximately 51.9%, compared with 47.4% for the same period of fiscal year 2025, generally reflecting BKR radio product and accessories sales mix compared to the second quarter of fiscal year 2025. Gross profit margin as a percentage of sales for the six months ended June 30, 2026 was approximately 51.8%, compared with approximately 47.2% for the same period last year. Selling, general, and administrative (“SG&A”) expenses for the second quarter of 2026 totaled approximately $8.3 million, which was 37.7% higher than the SG&A expenses of approximately $6.0 million for the second quarter of fiscal year 2025. The increase in SG&A expenses was attributed primarily due to software, new product development costs and legal expenses. Selling, general, and administrative expenses for the first six months of 2026 totaled approximately $16.1 million, which was 33.0% higher than the SG&A expenses of approximately $12.1 million for the same period of fiscal year 2025. These factors yielded operating income of approximately $3.8 million for the three-month period ended June 30, 2026, compared with operating income of approximately $4.0 million for the same period of fiscal year 2025. Operating income for the first six months of 2026 was approximately $7.1 million, compared with operating income of approximately $6.9 million for the same period of fiscal year 2025.
For the second quarter of 2026, we recognized other net income of approximately $174,000 on interest income on our cash investments and other expenses, compared to approximately $19,000 other income, primarily related to interest income partially offset by other expenses for the same period of fiscal year 2025. For the first six months of 2026, we recognized other net income of approximately $329,000 on interest income, primarily on our cash investments and other expenses, compared to approximately $95,000 other expense, primarily related to other expenses exceeding interest income for the same period of fiscal year 2025.
Provision for income taxes for the three months ended June 30, 2026, was approximately $0.8 million, compared with provision for income taxes of approximately $0.3 million for the same quarter last year. The primary factor for the increase for the three-month period ended June 30, 2026, compared to the same period of fiscal year 2025, is related to utilization of research and development tax credits for 2025. Provision for income taxes for the six months ended June 30, 2026, was approximately $1.5 million, compared with provision for income taxes of approximately $0.9 million for the same period last year.
Net income for the three months ended June 30, 2026, was approximately $3.2 million ($0.84 per basic and $0.79 per diluted share), compared with net income of approximately $3.7 million ($1.03 per basic and $0.96 per diluted share) for the same quarter last year. The primary factor for the decrease for the three-month period ended June 30, 2026, compared to the same period of fiscal year 2025, is related to federal and state estimated income tax expense. Net income for the six months ended June 30, 2026, was approximately $5.9 million ($1.57 per basic and $1.47 per diluted share), compared with net income of approximately $5.9 million ($1.63 per basic and $1.51 per diluted share) for the same period last year.
As of June 30, 2026, working capital totaled approximately $46.1 million, of which approximately $42.1 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2025, working capital totaled approximately $37.3 million, of which approximately $30.0 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 |
Percentage of Sales |
|||||||||||||||
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
June 30, |
June 30, |
|||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Cost of products |
(48.1 | ) | (52.6 | ) | (48.2 | ) | (52.8 | ) | ||||||||
| Gross margin |
51.9 | 47.4 | 51.8 | 47.2 | ||||||||||||
| Selling, general and administrative expenses |
(35.5 | ) | (28.5 | ) | (35.9 | ) | (30.0 | ) | ||||||||
| Other income (expense) |
0.7 | 0.1 | 0.7 | (0.2 | ) | |||||||||||
| Income before income taxes |
17.1 | 19.0 | 16.7 | 17.0 | ||||||||||||
| Income tax (expense) |
(3.6 | ) | (1.3 | ) | (3.4 | ) | (2.3 | ) | ||||||||
| Net income |
13.5 | % | 17.7 | % | 13.3 | % | 14.6 | % | ||||||||
Note - Amounts may not foot due to rounding.
Net Sales
For the second quarter ended June 30, 2026, net sales increased 10.6% to approximately $23.4 million, compared with approximately $21.2 million for the same quarter of fiscal year 2025. Sales for the six months ended June 30, 2026, totaled approximately $44.7 million, compared with approximately $40.2 million for the six-month period last year.
Sales for the three and six months ended June 30, 2026, were attributed primarily to state and local public safety opportunities. From a product perspective, the primary contributor to orders and shipments during the second quarter ended June 30, 2026, was our BKR series radios and related accessories. The BKR Series is envisioned as a comprehensive line of new products, which includes new models such as the BKR 9000, which achieved first sales in the second quarter of 2023.
We believe that the BKR Series products should increase our addressable market by expanding the number of Federal, state and local 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 we will be able to develop additional BKR Series products on the anticipated timelines, or at all, or that sales will occur under particular contracts, or that our sales prospects will otherwise be realized.
While the potential impacts of the current administration's tariff policies, material shortages, lead-times, high inflation and ongoing geopolitical conflicts in the Middle East, Ukraine and other geopolitical events remain uncertain in the coming months and quarters, 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.
Cost of Products and Gross Profit Margin
Gross profit margins as a percentage of sales for the second quarter ended June 30, 2026, were approximately 51.9% compared with 47.4% for the same quarter of fiscal year 2025. Gross profit margins as a percentage of sales for the six months ended June 30, 2026, were approximately 51.8% compared with 47.2% for the same period of fiscal year 2025. Our cost of products and gross profit margins are primarily derived from material, labor, and overhead costs, product mix, manufacturing volumes and pricing. The increase in gross profit margins for the three and six months ended June 30, 2026, compared to the same period of fiscal year 2025, generally reflect radio product and accessories sales mix.
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 contract manufacturing resources, which provides increased flexibility for our production capacity to meet increased demand. 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 costs 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 quarter ended June 30, 2026, totaled approximately $8.3 million (35.5% of sales), compared with approximately $6.0 million (28.5% of sales) for the same quarter of fiscal year 2025. SG&A expenses increased by $4.0 million, or 33.0%, to approximately $16.1 million (35.9% of sales), compared with approximately $12.1 million (30.0% of sales), for the six month period last year.
Engineering and product development expenses for the second quarter of 2026 totaled approximately $4.0 million (16.9% of sales), compared with approximately $2.3 million (10.9% of sales) for the same quarter of fiscal year 2025. For the six months ended June 30, 2026, engineering and product development expenses totaled approximately $7.6 million (17.0% of sales), compared with approximately $5.0 million (12.5% of sales) for the six month period last year. The increase in engineering expenses was attributed primarily to development costs for the BKR multi-band mobile radio product and software development costs. Most of these activities were being performed by our internal engineering team and were their primary focus, combined with sustaining engineering support for 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, including the impact of tariffs and certain component lead times in coming months and quarters.
Marketing and selling expenses for the second quarter of 2026 totaled approximately $1.9 million (7.9% of sales), compared with approximately $1.9 million (9.2% of sales) for the second quarter of fiscal year 2025. For the six months ended June 30, 2026, marketing and selling expenses decreased approximately $0.1 million, or 3.0%, to approximately $3.7 million (8.2% of sales), compared with approximately $3.8 million (9.4% of sales) for the same period last year. Marketing and selling expenses for the three and six-months ended June 30, 2026 were primarily unchanged compared to the same period of 2025.
Other general and administrative expenses for the second quarter of 2026 totaled approximately $2.5 million (10.7% of sales), compared with approximately $1.8 million (8.5% of sales) for the same period of fiscal year 2025. For the six months ended June 30, 2026, other general and administrative expenses totaled approximately $4.8 million (10.6% of sales), compared with approximately $3.3 million (8.1% of sales) for the six-month period last year. The increase in other general and administrative expenses for the three and six months ended June 30, 2026, was attributed primarily to non-cash stock compensation and the non-recurring nature of certain legal and corporate consulting expenses compared to the three and six months ended June 30, 2025.
Operating Income
Operating income for the quarter ended June 30, 2026, totaled approximately $3.8 million (16.4% of sales), compared with operating income of approximately $4.0 million (18.9% of sales) for the same period of fiscal year 2025. For the six months ended June 30, 2026, our operating income totaled approximately $7.1 million (15.9% of sales), compared with operating income of approximately $6.9 million (17.2% of sales) for the six-month period last year. The decrease in operating income for the three months ended June 30, 2026, compared to the same period last year, was attributed to growth in product development costs and partially related to increased non-cash stock compensation and the non-recurring nature of certain legal and corporate consulting expenses.
Other Income
We recorded net other income of approximately $174,000 for the quarter ended June 30, 2026, compared with approximately $19,000 net other income for the second quarter of fiscal year 2025. For the six months ended June 30, 2026, net other income totaled approximately $329,000, compared with net other expense of approximately $95,000 for the six month period last year. The increase in net other income for the three and six months ended June 30, 2026 compared to the same period of 2025, is primarily related to interest income related to the increase of our cash balance compared to 2025.
Income Taxes
We recorded approximately $0.8 million and $1.5 million tax expense for the three and six months ended June 30, 2026, respectively, compared to approximately $0.3 million and $0.9 million, respectively, for the same periods last year.
Our income tax provision is based on the effective tax rate for the year. The tax expense in any period may 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 fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.
As of June 30, 2026, our net deferred tax assets totaled approximately $4.5 million and were primarily derived from capitalized software and systems integration costs 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.
Based on our analysis of all available evidence, both positive and negative, we have concluded that, except for the capital loss carryforward of approximately $851,000, we will have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. 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 June 30, 2026.
Liquidity and Capital Resources
For the six months ended June 30, 2026, net cash provided by operating activities totaled approximately $7.5 million, compared with cash provided by operating activities of approximately $6.0 million for the same fiscal year period of 2025. Cash provided by operating activities for the six months ended June 30, 2026, was primarily related to net income of $5.9 million, an increase of $3.2 million in accounts payable, a decrease of $0.8 million in inventories, an increase of $0.2 million in deferred revenues, partially offset by an increase of $5.0 million in accounts receivable and a $0.5 million decrease in accrued compensation and related taxes.
For the first six months of 2026, we had net income of approximately $5.9 million, compared with a net income of approximately $5.9 million for the same period of fiscal year 2025. Accounts receivable increased approximately $5.0 million during the six months ended June 30, 2026, compared with an increase of approximately $4.2 million for the same period of fiscal year 2025, primarily due to the timing of customer collections in the first six months of fiscal year 2026 and 2025. Accounts payable for the six months ended June 30, 2026, increased approximately $3.2 million, compared with an increase of approximately $3.5 million for the same period of fiscal year 2025, primarily due to the increased purchases of finished goods during the quarter ended June 30, 2026 and 2025. Accrued other expenses increased during the first six months of 2026 by approximately $0.1 million compared with a decrease of $1.3 million for the same period of fiscal year 2025. The increase in accrued other expenses in the first six months of 2026, was related to the reversal of the increase that occurred during the first six months of 2025, related to contractual terms with our contract manufacturers. Inventories decreased during the six months ended June 30, 2026, by approximately $0.8 million compared to a decrease of approximately $0.5 million for the same period of fiscal year 2025. The decrease in inventories during the six months ended June 30, 2026, was primarily attributed to a decrease in raw materials and an increase in inventory allowance somewhat offset by an increase in finished goods. The decrease in inventories during the six months ended June 30, 2025, was primarily attributed to a decrease in raw materials and work in process, somewhat offset by an increase in finished goods. Depreciation and amortization totaled approximately $1.5 million for the six months ended June 30, 2026, compared with approximately $0.9 million for the same period of fiscal year 2025. The increase in depreciation and amortization for the six months ended June 30, 2026 compared to the same period in 2025, was primarily due to amortization of capitalized software and system integration costs. Depreciation and amortization costs are primarily related to manufacturing and engineering equipment and somewhat to software and integration cost amortization.
Net cash used in investing activities for the six months ended June 30, 2026, totaled approximately $0.7 million, compared with approximately $1.5 million for the same period of fiscal year 2025. The net cash used in the six-month period ended June 30, 2026, was attributed primarily to purchases of engineering equipment and tooling, compared to cash used for the six-month period ended June 30, 2025, which was primarily attributed to capitalized software and system implementation costs and the purchase of engineering and manufacturing related equipment.
For the six months ended June 30, 2026, approximately $0.4 million was provided by financing activities, compared with cash provided by financing activities of approximately $0.2 million for the same period of fiscal year 2025. Net cash provided by financing activities was primarily attributable to proceeds from the exercise of common stock options, somewhat offset by the repurchase of common stock in the first six months of 2026.
Our cash and cash equivalents balance on June 30, 2026, was approximately $29.9 million. We believe these funds, combined with anticipated cash generated from operations and borrowing availability under our Fifth Third 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 supply chain delays or interruptions, labor shortages, wage pressures, rising inflation, geopolitical events, the impacts of tariffs, and other force majeure events, could result in volatility in the financial and capital markets and 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.
On October 30, 2024, the Company's subsidiary, BK Technologies, Inc. entered into a Revolving Loan Commitment with Fifth Third Bank, National Association (“Fifth Third”) which was amended on October 30, 2025 (as amended, the “RLC”). The Fifth Third RLC provides for a revolving line of credit with a maximum commitment of $6.0 million, with an accordion feature, if certain conditions are met, for up to an additional $8.0 million of borrowing capacity, totaling a maximum commitment of $14.0 million. The RLC will mature on October 30, 2028. Each advance shall accrue interest on the outstanding principal amount thereof at a range of SOFR plus 1.75% to 2.25% per annum, based on certain total debt coverage ratios. Each advance may be prepaid at any time without penalty and the entire line of credit commitment may be permanently terminated by BK Technologies, Inc. at any time upon 10 days’ prior written notice to the lender without penalty. The Company has not utilized funding and there were no borrowings under the RLC agreement as of June 30, 2026, and as of the date of filing this report.
BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and secured by a pledge of essentially all of the assets of the Company and BK Technologies, Inc. The Company is subject to customary negative covenants, including with respect to our ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions. BK Technologies, Inc. must also comply with: (i) a maximum total funded debt ratio of 2.00 to 1.00; (ii) a fixed charge coverage ratio of 1.20 to 1.00 as measured on a rolling twelve-month basis, each measured at the end of each fiscal quarter and (iii) a requirement that the outstanding principal balance under the RLC will be $0 for at least 30 consecutive days during each annual period ending on October 30.
The Fifth Third RLC agreement provides for customary events of default, including: (1) failure to pay principal, interest or fees under the RLC when due and payable; (2) failure to comply with other covenants and agreements contained in the Revolving Loan Commitment agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults 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, Fifth Third may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.
Critical Accounting Policies
Our critical accounting policies include 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.
The Company accounts for the costs of Land Mobile Radio (LMR) multi-band development within its products in accordance with ASC Topic 350-30, Intangibles – Goodwill and Other, under which certain LMR multi-band radio software and systems integration costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products. The Company began amortization of the multi-band mobile radio development costs for a period of 32 months, beginning on January 1, 2026.
There were no other changes to our critical accounting policies during the three months ended June 30, 2026.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” 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 Rule 13a-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.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the three and six months ended June 30, 2026, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of our business. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our 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, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending on the size of loss or our income for that particular period.
On February 3, 2026, the Company filed a complaint with the United States District Court for the Eastern District of Texas, alleging patent infringement against AT&T Mobility LLC and AT&T Services, Inc. ( collectively, "AT&T") and requesting monetary and injunctive relief. As of the date of filing of this report on Form 10-Q, AT&T has responded to the Company's complaint and is reviewing resolution alternatives.
As of the date of this filing, 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, 2025, filed with the SEC on March 12, 2026. The Risk Factors set forth in the 2025 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 2025 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
Share Repurchase Program
On December 21, 2021, the Company announced that the Board authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5.0 million of its common shares. Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. 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 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 second quarter of 2026:
| ISSUER PURCHASES OF EQUITY SECURITIES |
||||||||||||||||
| Total Number of Shares |
Approximate Dollar Value |
|||||||||||||||
| Purchased as Part of |
of Shares that May Still be |
|||||||||||||||
| Total Number of |
Average Price |
Publicly Announced |
Purchased Under the |
|||||||||||||
| Period |
Shares Purchased |
Paid Per Share |
Plans or Programs |
Plans or Programs |
||||||||||||
| April 1–30, 2026 |
— | — | — | $ | 3,528,714 | |||||||||||
| May 1–31, 2026 |
— | — | — | $ | 3,528,714 | |||||||||||
| June 1–30, 2026 |
— | — | — | $ | 3,528,714 | |||||||||||
| Quarter Ended June 30, 2026 |
— | $ | — | — | $ | 3,528,714 | ||||||||||
During the quarter ended June 30, 2026, of the Company’s directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
Exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index below.
Exhibit Index
| Exhibit Number |
Description |
|
| Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed March 17, 2022)
|
||
| Exhibit 10.1+ | Form of Indemnification Agreement | |
| Exhibit 101.INS |
Inline XBRL Instance Document |
|
| Exhibit 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
| Exhibit 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| Exhibit 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| Exhibit 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| Exhibit 101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document |
|
| Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
| + Management contract or compensatory plan or arrangement. | ||
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”) |
|||
| Date: August 13, 2026 |
By: |
/s/ John M. Suzuki |
|
| John M. Suzuki Chief Executive Officer (Principal executive officer and duly authorized officer) |
|||
| Date: August 13, 2026 |
By: |
/s/ Scott A. Malmanger |
|
| Scott A. Malmanger Chief Financial Officer (Principal financial and accounting officer and duly authorized officer) |
|||
Exhibit 10.1
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made this _______ day of __________, 20___, by and between BK Technologies Corporation, a Nevada corporation (the “Corporation”), and _______________________ (the “Director and/or Officer”).
WHEREAS, the Director and/or Officer has agreed to serve, or continue to serve, as a director and/or officer of the Corporation or as a director, officer, trustee, manager, participating member and/or in any other similar capacity of an Other Entity (as defined below) (any one or more of which capacities constitute an “Indemnified Capacity”), providing that adequate liability insurance, indemnification or a combination thereof is, and will continue to be, provided;
WHEREAS, the Corporation, in order to induce the Director and/or Officer to serve or continue to serve the Corporation and/or an Other Entity, has agreed to execute this Agreement to evidence the indemnification of the Director and/or Officer to the fullest extent permitted by law; and
WHEREAS, as a result of such indemnification, the Director and/or Officer has agreed to serve or to continue to serve in an Indemnified Capacity;
NOW THEREFORE, in consideration of the promises, conditions, representations and warranties set forth herein, including the Director and/or Officer’s service or continued service to the Corporation and/or Other Entity, the Corporation and the Director and/or Officer hereby agree as follows:
|
1. |
Definitions: In addition to the other defined words and phrases contained in this Agreement, as used in this Agreement, the following terms have the following meanings, respectively: |
|
(a) |
“Agreement” means this Indemnification Agreement, as amended, supplemented or restated from time to time; |
|
(b) |
“Covered Proceeding” means all civil, criminal, quasi-criminal, administrative, regulatory, investigative or other claims, suits, actions, applications, hearings, arbitrations or proceedings of any nature or kind in which the Director and/or Officer has been named as party or respondent or is required by law to participate or respond because of his or her association with the Corporation or Other Entity, or in which the Director and/or Officer participates either at the request of the Corporation or Other Entity or based on his or her reasonable belief that he or she may be subsequently named in that proceeding, whether brought on behalf of the Corporation or otherwise, and also includes any and all proceedings that relate to, arise from or are based upon the Director and/or Officer’s service in an Indemnified Capacity, so long as: |
|
(i) |
the Director and/or Officer acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and/or Other Entity, as the case may be; in the case of a criminal, quasi-criminal, regulatory or administrative action, proceeding or hearing that is enforced by a monetary penalty, the Director and/or Officer had reasonable cause to believe that the Director and/or Officer’s conduct was lawful; and |
|
(ii) |
the Director and/or Officer is not liable pursuant to NRS 78.138 (which conduct collectively constitutes the “Standards of Conduct”) |
|
(c) |
“Excluded Proceeding” means any civil, criminal, quasi-criminal, administrative, regulatory, or investigative or other claim, suit, action, application, hearing, arbitration or proceeding of any nature or kind: |
|
(i) |
initiated by the Director and/or Officer against the Corporation or Other Entity, unless it is brought to establish or enforce any right under this Agreement; |
|
(ii) |
initiated by the Director and/or Officer against any director or officer (or an individual holding a similar capacity) of the Corporation or Other Entity unless the Corporation or Other Entity, as the case may be, has joined in or consented to the initiation of such proceeding; |
|
(iii) |
initiated by the Director and/or Officer against any other corporation, partnership, trust, joint venture, unincorporated entity or person, unless it is a counterclaim; |
|
(iv) |
involving the payment or reimbursement for Losses or Expenses to the Director and/or Officer by the Corporation not permitted by applicable law including, without limitation, NRS 78.751 and/or 78.7502; or |
|
(v) |
which is not a Covered Proceeding; |
|
(d) |
“Expenses” means any and all fees, charges, disbursements and expenses which may be reasonably incurred by the Director and/or Officer in connection with or as a result of the investigation and defense of a Covered Proceeding, including, without limitation, reasonable and necessary attorneys’ fees, expert witness fees, costs, expenses and disbursements, costs of investigative, judicial, regulatory or administrative proceedings, arbitrations or appeals and, subject to the terms of this Agreement, all such fees, charges, disbursement, and expenses which the Director and/or Officer may reasonably incur in any proceedings to enforce rights and/or defend against or respond to a Covered Proceeding under this Agreement; |
|
(e) |
“Indemnified Capacity” has the meaning set out in the recitals to this Agreement; |
|
(f) |
“Losses” means all judgements, damages, fines, penalties, liabilities, settlement amounts or any other expense which the Director and/or Officer may incur or become liable to pay as a result of any Covered Proceeding, whether incurred alone or jointly with others, and includes Expenses; |
|
(g) |
“Other Entity” means each subsidiary or affiliate of the Corporation and each of the respective committees or bodies of such subsidiary or affiliate, in each case, for which the Director and/or Officer has agreed to serve in an Indemnified Capacity at the request of the Corporation; |
|
(h) |
“NRS” means the Nevada Revised Statutes, as amended; and |
|
(i) |
“Standards of Conduct” has the meaning set out at subsection 1(b) herein. |
|
2. |
Indemnification: The Corporation shall indemnify and hold the Director and/or Officer harmless against any and all Losses and Expenses which the Director and/or Officer may incur or be required to pay as a result of any Covered Proceeding to the fullest extent permitted by law, as such may be amended from time to time, subject, in each case, to the provisions of this Agreement and the following: |
|
(a) |
unless a court or other authority of competent jurisdiction has expressly so ruled in respect of the Director and/or Officer, the resolution of any Covered Proceeding by judgment, order, settlement or conviction shall not of itself create a presumption either that the Director and/or Officer did not adhere to the Standards of Conduct in the circumstances relating to the Covered Proceeding or that the Director and/or Officer is not entitled to indemnity under this Agreement; and |
|
(b) |
in respect of an action by or on behalf of the Corporation to procure judgement in its favor to which the Director and/or Officer is made a party by reason of having served in an Indemnified Capacity, the Corporation shall make application for approval of the court having jurisdiction to furnish indemnity and make advances as needed by the Director and/or Officer, provided that the Director and/or Officer adhered to the Standards of Conduct. |
|
3. |
Excluded Coverage: The Corporation shall have NO obligation to indemnify and hold the Director and/or Officer harmless against any Losses or Expenses which have been judicially determined to constitute an Excluded Proceeding. |
|
4. |
Indemnification Procedures: |
|
(a) |
Promptly after receipt by the Director and/or Officer of notice of the commencement, or the threat of commencement, of a Covered Proceeding or potential Covered Proceeding (a “Commencement Notice”), the Director and/or Officer shall, if indemnification with respect thereto may be sought from the Corporation under this Agreement, notify the Corporation in writing in respect thereof and provide to the Corporation concurrently therewith copies of any demand letter, Statement of Claim, complaint, pleading, request for arbitration, regulatory or administrative demand, indictment or other claim document. If the Corporation becomes aware of any Covered Proceeding or reasonably expects that a Covered Proceeding or potential Covered Proceeding may exist, the Corporation will promptly give the Director and/or Officer notice thereof in writing (also a “Commencement Notice”). |
|
(b) |
If, at the time of the receipt or delivery of a Commencement Notice, the Corporation has applicable directors’ and officers’ liability insurance in effect, the Corporation shall give immediate notice of the commencement, or the threat of commencement, of such Covered Proceeding or potential Covered Proceeding to its insurers, primary and excess, in accordance with the procedures set forth in the respective policies in favor of the Director and/or Officer. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Director and/or Officer, all Losses and Expenses payable as a result of such Covered Proceeding or potential Covered Proceeding in accordance with the terms of such policies, including but not limited to the payment of any applicable deductible or retention. |
|
(c) |
To the extent the Corporation does not, at the time of the commencement of or the threat of commencement of a Covered Proceeding or potential Covered Proceeding, have applicable directors’ and officers’ liability insurance in effect, or if a determination is made by the insurance carrier that any Expenses arising out of such Covered Proceeding or potential Covered Proceeding will not be payable under the directors’ and officers’ liability insurance then in effect, the Corporation shall be obligated to pay contemporaneously the Expenses of any such action, suit, arbitration or proceeding in advance of the final disposition thereof; and the Corporation shall be entitled, at its expense and in a timely manner, to assume the defense of such Covered Proceeding or potential Covered Proceeding with counsel satisfactory to the Director and/or Officer, acting reasonably, upon the delivery to the Director and/or Officer of written notice of its election so to do (a “Defense Notice”). After the Director and/or Officer is in receipt of a Defense Notice, approval of such counsel by the Director and/or Officer and the retention of such counsel by the Corporation, the Corporation will not be liable to the Director and/or Officer for any Expenses of counsel subsequently incurred by the Director and/or Officer with respect to the same Covered Proceeding other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the Corporation’s assumption of the defense of any such Covered Proceeding or potential Covered Proceeding, the Corporation shall be obligated to pay the fees and expenses of the Director and/or Officer’s separate counsel to the extent (i) the employment of separate counsel by the Director and/or Officer is authorized by the Corporation, (ii) counsel for the Corporation or the Director and/or Officer shall have reasonably concluded that there is a conflict of interest between the Corporation and the Director and/or Officer in the conduct of any such defense such that the Director and/or Officer needs to be separately represented, (iii) the Corporation is not financially or legally able to perform its indemnification obligations, or (iv) the Corporation shall not have retained, or shall not continue to retain, counsel to defend such Covered Proceeding. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion. The Corporation will keep the Director and/or Officer informed on a timely basis regarding all material steps and developments.
Regardless of any provision in this Agreement, the Director and/or Officer shall have the right to employ counsel in any Covered Proceeding at the Director and/or Officer’s personal expense.
The Corporation shall not be entitled, without the consent of the Director and/or Officer, to assume the defense of any claim brought by or in the right of the Corporation. |
|
(d) |
The Director and/or Officer and his or her advisors, including, but not limited to, legal counsel, may, with the consent of the Corporation’s chairperson or board of directors (which consent shall not be unreasonably withheld or delayed), review during regular business hours all documents, records and other information under the Corporation’s control with respect to the Corporation or any Other Entity in which the Director and/or Officer has served in an Indemnified Capacity and which may be reasonably necessary in order for the Director and/or Officer to defend himself or herself against any Covered Proceeding or potential Covered Proceeding, provided that the Director and/or Officer and his or her advisors, including legal counsel, shall maintain all such information in the strictest confidence except to the extent necessary for his or her defense in the Covered Proceeding or potential Covered Proceeding. At any time after there has been a change of control of the Corporation, or a receiver, rehabilitator, liquidator or trustee in bankruptcy has been appointed in respect of the Corporation, the Director and/or Officer and his or her advisors shall be entitled to review the information referred to in this subsection 4(d), subject to the conditions set out herein, whether or not the Corporation’s new chairperson or board of directors or the receiver or trustee in bankruptcy has provided the consent referred to herein. The Director and/or Officer’s right to review documents shall not apply where the claim or proceeding is initiated by the Corporation or by any of its subsidiaries, provided, however, that this limitation is not meant to in any way limit or preclude any party’s right to discovery, production of documents or other legal process. |
|
(e) |
All payments on account of the Corporation’s obligations under subsection 4(c) of this Agreement prior to the final disposition of any Covered Proceeding or potential Covered Proceeding shall be made within twenty (20) days of the Director and/or Officer’s written request therefore (which written request shall be accompanied by applicable supporting documentation) and such obligation shall not be subject to any such determination, but shall be subject to subsection 4(c) of this Agreement. |
|
(f) |
The Director and/or Officer undertakes and agrees that he or she will reimburse the Corporation for all Losses and Expenses paid or reimbursed by the Corporation in connection with any action, suit or proceeding against the Director and/or Officer in the event and only to the extent that a determination shall have been made by a court in a final adjudication, from which all rights of appeal have expired, that the Director and/or Officer is not entitled to be indemnified by the Corporation for such Losses and Expenses because the claim is an Excluded Proceeding or because the Director and/or Officer is otherwise not entitled to payment under this Agreement. |
|
(g) |
All payments on account of the Corporation’s indemnification obligations under this Agreement, other than those addressed by subsection 4(c), shall be made within twenty (20) days of the Corporation’s determination that indemnification is proper under the specific circumstances, unless a judicial determination has been made that the claims giving rise to the Director and/or Officer’s request are or are not Excluded Proceedings or otherwise payable or not payable under this Agreement, in which case that judicial determination shall govern. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Director and/or Officer is entitled to indemnification under this Agreement, and the Corporation shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. |
|
(i) |
The Corporation shall have no duty to indemnify any amounts, other than those addressed by subsection 4(c), absent a written request from the Director and/or Officer, which written request shall be accompanied by applicable supporting documentation. |
|
(ii) |
The determination required under subsection 4(g) shall be made, in the first instance, by the board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding. Such determination shall be made, if necessary, by independent legal counsel, in a written opinion, if: (1) A majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders; or (2) A quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained. In the event that a determination by the board of directors and by independent legal counsel both prove unfeasible, the determination shall be made by the stockholders of the Corporation. |
|
(iii) |
The determination required under subsection 4(g) shall be made either (1) within thirty (30) days of the Director and/or Officer’s written request therefore, if made by the board of directors or independent legal counsel, or (2) within ninety (90) days of the Director and/or Officer’s written request therefore, if made by the stockholders of the Corporation. |
|
5. |
Settlement: The Corporation shall have no obligation to indemnify the Director and/or Officer under this Agreement for any amounts paid in settlement of any Covered Proceeding effected without the Corporation’s prior written consent. The Corporation shall not conclude a settlement of any Covered Proceeding or potential Covered Proceeding on the Director and/or Officer’s behalf without the Director and/or Officer’s prior written consent. Neither the Corporation nor the Director and/or Officer shall unreasonably withhold or delay consent to any proposed settlement of a Covered Proceeding. If the Director and/or Officer refuses to consent to the terms of a proposed settlement, the Corporation may require the Director and/or Officer, at his or her own expense, to assume defense of the Covered Proceeding. In such a case, any amount recovered by the claimant in excess of the amount for which settlement could have otherwise been achieved shall not be recoverable under this Agreement. A Director and/or Officer shall at all times have the right, at his or her own expense, to negotiate and conclude settlement of a Covered Proceeding made against the Director and/or Officer. |
|
6. |
Exclusions: Notwithstanding anything to the contrary, the Corporation shall not be obligated to indemnify or advance expenses with respect to any claim, payment or obligation to the extent indemnification or advancement is prohibited by applicable law, including disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended, or reimbursement or clawback obligations required by applicable securities laws, stock exchange rules or Corporation policies adopted to comply therewith. |
|
7. |
Rights Not Exclusive: This Agreement shall not operate to abridge or exclude any other rights, in law or in equity, to which the Director and/or Officer may be entitled by operation of law or under any statute, bylaw, agreement, vote of security holders or of disinterested directors or otherwise, both as to action in an Indemnified Capacity and as to action in any other capacity by holding such office, and shall continue after the Director and/or Officer ceases to serve the Corporation in an Indemnified Capacity. |
|
8. |
Enforcement: |
|
(a) |
Except where prohibited by law, the burden of proving that indemnification is not required under this Agreement shall be on the Corporation and must be made by a court of law. |
|
(b) |
In the event that any action or proceeding is instituted by the Director and/or Officer under this Agreement to enforce or interpret any of the terms of this Agreement, the Director and/or Officer shall be entitled to be paid all court, arbitration or mediation costs and expenses, including but not limited to reasonable legal fees and disbursements, incurred by the Director and/or Officer with respect to such action or proceeding, unless the court, arbitrator or mediator determines that each of the material assertions made by the Director and/or Officer as a basis for such action or proceeding were not made in good faith or were frivolous. |
|
9. |
Duration: |
|
(a) |
Notwithstanding the date(s) of its execution and delivery, this Agreement shall be conclusively deemed to commence on the day upon which the Director and/or Officer first became or becomes a director, officer, trustee, manager and/or participating member of the Corporation and/or an Other Entity or first undertook or undertakes the responsibilities associated with an Indemnified Capacity. |
|
(b) |
The obligations of the Corporation under this Agreement shall continue after the Director and/or Officer ceases to serve in an Indemnified Capacity. Upon ceasing to so act, the Director and/or Officer shall continue to be entitled to all stipulated rights and indemnification hereunder. |
|
(c) |
The liability of the Corporation under this Agreement shall not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Director and/or Officer in any bankruptcy, insolvency, receivership or other similar proceeding of creditors. |
|
10. |
Insurance: |
|
(a) |
The Corporation shall maintain in full force and effect a comprehensive program of liability insurance, including policies providing coverage for the liability exposures of directors and officers (the “Policies”). To the extent commercially feasible, the salient coverage features of the Policies to be maintained shall be substantially the same as those applicable under the Policies obtained by the Corporation and in effect on the date hereof. |
|
(b) |
If for any reason whatsoever the Director and/or Officer ceases to act in an Indemnified Capacity, the Corporation shall ensure that the liability insurance coverage available to the Director and/or Officer and his or her heirs and legal representatives is at all times substantially equivalent to the coverage maintained for the then current directors and officers. The Corporation shall maintain such continuing coverage for a minimum of six years following the Director and/or Officer ceasing to act in an Indemnified Capacity. |
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(c) |
In the event that a claim is brought in which the Director and/or Officer is named as party, the Corporation shall promptly pay the insurance deductible or retention applicable under any responding Policies providing coverage to the Director and/or Officer. |
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(d) |
If one or more of the Policies providing coverage on a “claims-made” basis is cancelled or is not renewed, the Corporation will promptly purchase the maximum degree of extended reporting or discovery period coverage available under such Policies unless: |
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(i) |
replacement liability insurance has been obtained that does not contain a “retroactive date” or similar provision that might deprive the Director and/or Officer of coverage for wrongful acts alleged to have been committed prior to the inception date of such replacement insurance; or |
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(ii) |
the Corporation is unable to fund the purchase of such extended coverage by reason of its insolvency or bankruptcy, in which case the Director and/or Officer shall be given reasonable notice regarding its inability to fund such purchase together with an identification of the additional premium that would be required to exercise the extended reporting or discovery period coverage option of the relevant Policies. |
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(e) |
The Corporation shall promptly advise the Director and/or Officer if: |
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(i) |
any Policy lapses, is cancelled, or undergoes any material adverse change in coverage or is rescinded in whole or in part; or |
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(ii) |
any insurer informs the Corporation that all or part of a particular Covered Proceeding or potential Covered Proceedings is or are not covered by one or more of the Policies. |
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11. |
Severability: In the event that any provision of this Agreement is determined by a court to require the Corporation to do or to fail to do any act which is in violation of applicable law, such provision shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms. |
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12. |
Choice of Law; Jurisdiction: This Agreement shall be deemed to have been made in and shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. The parties hereby agree that any claims, disputes or questions arising out of or in relation to this Agreement may be submitted to the jurisdiction of the courts of the State of Nevada. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the State of Nevada with respect to any claims, disputes or questions arising out of or in relation to this Agreement. |
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13. |
Subrogation: In the event of any indemnification payment under this Agreement to or on behalf of the Director and/or Officer, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Director and/or Officer, who shall execute all documents and take all actions reasonably requested by the Corporation to implement such right of subrogation. |
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14. |
Successor and Assigns: This Agreement shall be binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets and any successor by merger or otherwise by operation of law), and shall be binding upon and inure to the benefit of the Director and/or Officer and his or her heirs, executors, administrators, legal personal representatives and estate. |
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15. |
Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Corporation’s articles of incorporation and bylaws and applicable law. |
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16. |
Amendment; Waiver: No amendment, modification, termination or cancellation of this Agreement shall be effective unless made in writing signed by each of the parties hereto. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. |
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17. |
Notices: All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent: |
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(a) |
to the Director and/or Officer at the address set forth on the signature page hereto; |
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(b) |
to the Corporation at 7100 Technology Drive, West Melbourne, Florida 32904, Attention: Corporate Secretary; or to such other address as may have been furnished to the Director and/or Officer by the Corporation or to the Corporation by the Director and/or Officer, as the case may be. |
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18. |
Execution In Counterparts: This Agreement may be executed in several counterparts, by original or facsimile signature or by or through such other electronic form in which a party may place or evidence its signature hereon (including an electronic scan of same), each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the day and year first above written. |
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Corporation and the Director and/or Officer have executed this Agreement as of the day and year first above written.
| BK Technologies Corporation | |||
| By: | |||
| Name: | |||
| Title: | |||
| Director and/or Officer | |||
| By: | |||
| Name: | |||
| Address: | |||
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, John M. Suzuki, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BK Technologies Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2026
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/s/ John M. Suzuki |
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John M. Suzuki Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Scott A. Malmanger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BK Technologies Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2026
|
/s/ Scott A. Malmanger |
|
|
Scott A. Malmanger Chief Financial Officer |
EXHIBIT 32.1
BK TECHNOLOGIES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BK Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Suzuki, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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|
/s/ John M. Suzuki |
|||
|
John M. Suzuki Chief Executive Officer |
|||
|
Date: August 13, 2026 |
EXHIBIT 32.2
BK TECHNOLOGIES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BK Technologies Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Malmanger, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Scott A. Malmanger |
||
|
Scott A. Malmanger Chief Financial Officer |
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Date: August 13, 2026 |