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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 001-32644

 

BK Technologies Corporation

(Exact name of registrant as specified in its charter)

 

Nevada

 

83-4064262

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

7100 Technology Drive

West Melbourne, Florida 32904

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (321) 984-1414

 

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

Common Stock, par value $0.60 per share

 

BKTI

 

NYSE American

 

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. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

There were 3,563,275 shares of common stock, $0.60 par value, of the registrant outstanding as of November 12, 2024.

 



 

 

 
 

PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

BK TECHNOLOGIES CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except share data)(Unaudited)

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 
         

ASSETS

        
         

Current assets:

        

Cash and cash equivalents

 $4,173  $3,456 

Trade accounts receivable, net

  9,345   7,902 

Inventories, net

  18,674   23,952 

Prepaid expenses and other current assets

  2,724   1,892 

Total current assets

  34,916   37,202 
         

Property, plant and equipment, net

  4,988   5,366 

Operating lease right-of-use (ROU) assets

  1,246   1,560 

Investments

     742 

Deferred tax assets, net

  4,116   4,116 

Capitalized product development cost

  751    

Other assets

  387   422 

Total assets

 $46,404  $49,408 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        
         

Current liabilities:

        

Accounts payable

 $5,891  $9,822 

Accrued compensation and related taxes

  2,084   1,302 

Accrued warranty expense

  906   722 

Accrued other expenses and other current liabilities

  1,128   363 

Short-term operating lease liabilities

  561   525 

Credit facility

     6,476 

Notes payable-current portion

     71 

Deferred revenue

  1,605   1,137 

Total current liabilities

  12,175   20,418 
         

Long-term operating lease liabilities

  861   1,260 

Deferred revenue

  7,381   6,419 

Total liabilities

  20,417   28,097 
         

Commitments and contingencies

          

Stockholders’ equity:

        

Preferred stock; $1.00 par value; 1,000,000 authorized shares; none issued or outstanding

      

Common stock; $0.60 par value; 10,000,000 authorized shares; 3,905,143 and 3,867,082 issued, and 3,563,063 and 3,577,002 outstanding shares as of September 30, 2024 and December 31, 2023, respectively

  2,343   2,320 

Additional paid-in capital

  49,204   48,602 

Accumulated deficit

  (19,507)  (24,209)

Treasury stock, at cost, 342,080 and 290,080 shares as of September 30, 2024, and December 31, 2023, respectively

  (6,053)  (5,402)

Total stockholders’ equity

  25,987   21,311 

Total liabilities and stockholders’ equity

 $46,404  $49,408 

 

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

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Sales, net

  $ 20,179     $ 20,069     $ 58,664     $ 57,786  

Expenses

                               

Cost of products

    12,343       13,663       36,993       41,282  

Selling, general and administrative

    5,225       5,812       16,052       17,681  

Total operating expenses

    17,568       19,475       53,045       58,963  
                                 

Operating income (loss)

    2,611       594       5,619       (1,177 )
                                 

Other (expense) income:

                               

Net interest expense

    (1 )     (131 )     (281 )     (429 )

Gain on disposal of property, plant and equipment

                2        

Loss on investments

          (342 )     (91 )     (831 )

Other expense

    (6 )     (31 )     (59 )     (83 )

Total other (expense), net

    (7 )     (504 )     (429 )     (1,343 )
                                 

Income (loss) before income taxes

    2,604       90       5,190       (2,520 )
                                 

Provision for income tax (expense)

    (247 )           (488 )      
                                 

Net income (loss)

  $ 2,357     $ 90     $ 4,702     $ (2,520 )
                                 

Net income (loss) per share-basic:

  $ 0.67     $ 0.03     $ 1.33     $ (0.74 )

Net income (loss) per share-diluted:

  $ 0.63     $ 0.03     $ 1.30     $ (0.74 )

Weighted average shares outstanding-basic

    3,539,841       3,411,813       3,536,100       3,404,395  

Weighted average shares outstanding-diluted

    3,751,073       3,445,022       3,623,241       3,404,395  

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

BK TECHNOLOGIES CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

 

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

 

Operating activities

               

Net income (loss)

  $ 4,702     $ (2,520 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

               

Inventories allowances

    27       (61 )

Allowance for credit losses on accounts receivable

    122        

Amortization of deferred financing costs and other assets

    75       113  

Depreciation and amortization

    1,251       1,218  

Share-based compensation expense-stock options

    210       163  

Share-based compensation expense-restricted stock units

    415       773  

   Gain on sale of equipment

    (2 )      

Loss on investments

    91       831  

Changes in operating assets and liabilities:

               

Trade accounts receivable

    (1,565 )     1,506  

Inventories

    5,251       593  

Prepaid expenses and other current assets

    (832 )     (385 )

Capitalized product development cost

    (751 )      

Other assets

    35       (277 )

ROU assets and lease liabilities

    (49 )     (38 )

Accounts payable

    (3,931 )     (1,135 )

Accrued compensation and related taxes

    782       412  

Accrued warranty expense

    184       145  

Deferred revenue

    1,430       2,660  

Accrued other expenses and other current liabilities

    765       (58 )

Net cash provided by operating activities

    8,210       3,940  
                 

Investing activities

               

Purchases of property, plant, and equipment

    (871 )     (1,835 )

Net cash used in investing activities

    (871 )     (1,835 )
                 

Financing activities

               

Proceeds from common stock issuance

          63  

Proceeds from the credit facility and notes payable

    46,359       58,896  

Repayment of the credit facility and notes payable

    (52,981 )     (58,916 )

Net cash (used in) provided by financing activities

    (6,622 )     43  
                 

Net change in cash and cash equivalents

    717       2,148  

Cash and cash equivalents, beginning of period

    3,456       1,918  

Cash and cash equivalents, end of period

  $ 4,173     $ 4,066  
                 

Supplemental disclosure

               

Cash paid for interest

  $ 357     $ 487  

Non-cash financing activity

               

Common stock issued under restricted stock units

  $ 376     $ 556  

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

 

BK TECHNOLOGIES CORPORATION

Notes to Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2024 and 2023

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 September 30, 2024, the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024, and 2023, 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, 2023, 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, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. The results of operations for the three and nine months ended September 30, 2024, and 2023, are not necessarily indicative of the operating results for a full year.

 

Principles of Consolidation

 

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

 

The Company consolidates entities in which it has a controlling financial interest. 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, investments, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of September 30, 2024, and December 31, 2023, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

 

Effective September 14, 2022, the Company had an investment in Series B common membership interests of FG Financial Holdings, LLC (“FG Holdings LLC”). As further discussed in Note 7, the Company recorded the investment according to guidance provided by ASC 820 “Fair Value Measurement,” as the Company did not have a controlling financial interest in, nor exerted significant influence over the activities of FG Holdings LLC. The investment in Series B common membership interests of FG Holdings LLC was reported using the net asset value (“NAV”) of interests held by the Company at period-end. The NAV was calculated using the observable fair value of the underlying stock of Fundamental Global Inc. (Nasdaq: FGF) held by FG Holdings LLC, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in the operating agreement of FG Holdings LLC. The NAV was used as a practical expedient and has not been classified within the fair value hierarchy.

 

6

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) in FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for the Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $650 on the date of the transaction and recorded a realized loss of $91 on the investment during the first quarter of 2024. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

Liquidity

 

On November 22, 2022, the Company’s wholly owned subsidiaries, BK Technologies, Inc. and RELM Communications, Inc. (the “Subsidiaries”), entered into an Invoice Purchase and Security Agreement (“IPSA”) with Alterna Capital Solutions, LLC (“Alterna”), providing for a one-year line of credit with total maximum funding up to $15 million (the “Line of Credit”). On November 22, 2023, the IPSA was renewed for one more year. The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement (defined below) (see Note 12). The IPSA was paid off in September 2024. On October 30, 2024, the Company entered into a new line of credit agreement with Fifth Third Bank, N.A. (see Note 14).  

 

Management believes that cash and cash equivalents currently available, combined with anticipated cash to be generated from operations, and borrowing ability are sufficient to meet the Company’s working capital requirements in the foreseeable future. The Company generally relies on cash from operations, commercial debt, and equity offerings to the extent available, to satisfy its liquidity needs and to meet its payment obligations. The Company may engage in public or private offerings of equity or debt securities to maintain or increase its liquidity and capital resources. However, financial and economic conditions, including those resulting from the current inflationary environment and current geopolitical tension, could impact our ability to raise capital or debt financing, if needed, on acceptable terms or at all.

 

Reverse Stock Split

 

On March 23, 2023, the board of directors (the “Board”) of the Company approved a one (1)-for-five (5) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.60 per share (the “Common Stock”), and on April 4, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change to its Articles of Incorporation to effect the Reverse Stock Split.

 

The Company executed the Reverse Stock Split, which became effective at 5:00 p.m. Eastern Time on April 21, 2023. Shares of Common Stock underlying outstanding stock options and restricted stock units were proportionately reduced, and the respective exercise prices were proportionately increased in accordance with the terms of the agreements governing such securities. Accordingly, all shares and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.

 

Recent Accounting Pronouncements

 

The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.  The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

 

7

 
 

Note 2. Significant Events and Transactions

 

On November 6, 2023, the Company entered into a Master Supply Agreement (the “MSA”) and Transition Services Agreement (the “TSA,” and together with the MSA, the “Agreements”) with East West Manufacturing, LLC, a Georgia limited liability company (“East West”). Pursuant to the Agreements, the Company will transition its West Melbourne, Florida manufacturing activities to East West’s facilities, and East West will become the exclusive third-party manufacturer of the Company’s radio product line under a three-year arrangement. In connection with the Agreements, the Company and East West entered into a Stock Purchase Agreement (the “SPA”), pursuant to which East West purchased 77,520 shares of the Company’s common stock (the “BKTI Stock”) for an investment of $1,000. The number of shares of BKTI Stock was determined based upon a price per share of $12.90, which is equal to the average of the closing price of BKTI Stock on the NYSE American for the 30 most recent trading days prior to November 6, 2023, rounded up to the nearest whole number of shares.

 

Additionally, East West purchased a warrant (“Warrant”), with a five-year term to purchase up to 135,300 shares of the Company’s common stock at an exercise price per share of $15.00. The consideration for the Warrant is payment equal to (a) One Million Dollars ($1,000) minus (b) (i) the amount of any outstanding accounts payable by Company to East West and (ii) the amount of any excess or obsolete inventory of Company currently held by East West (solely to the extent not otherwise taken into account pursuant to the MSA or any other agreement between the Company and East West). The payment included a $950 reduction in accounts payable and $50 in cash. The BKTI Stock, the Warrant and the shares issuable upon exercise of the Warrant are deemed to be issued to an accredited investor in a private placement exempt from the registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

 

Note 3. Allowance for Credit Losses

 

The allowance for credit losses on trade receivables was approximately $122 and $50 on gross trade receivables of $9,467 and $7,952 as of September 30, 2024, and December 31, 2023, respectively. The measurement and recognition of credit losses involves the use of judgment and represents management’s estimate of expected lifetime credit losses based on historical experience and trends, current conditions, and forecasts. The Company’s assessment of expected credit losses includes consideration of historical credit loss experience, the aging of account balances, customer concentrations, customer creditworthiness, and current and expected economic, market and industry factors affecting the Company’s customers, including their financial condition. The Company evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics. Based on information available, management believes the allowance for credit losses as of September 30, 2024 and December 31, 2023 is adequate.

 

 

Note 4. Inventories, Net

 

Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:

 

  

September 30, 2024

  

December 31, 2023

 

Finished goods

 $3,589  $4,622 

Work in process

  4,117   8,275 

Raw materials

  10,968   11,055 
  $18,674  $23,952 

 

Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value. The allowances were approximately $1,354 as of September 30, 2024, compared with approximately $1,838 as of December 31, 2023.

 

 

Note 5. Income Taxes

 

The Company has recorded $247 and $488 tax expense for the three and nine months ended September 30, 2024, respectively. The Company recorded no tax expense or benefit for the same periods last year.

 

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, changes in the valuation allowance related to net deferred tax assets, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.

 

8

 

As of September 30, 2024, the Company’s net deferred tax assets totaled approximately $4,116 and were primarily derived from research and development tax credits, deferred revenue, and net operating loss carryforwards.  The utilization of net operating loss carryforwards in a given year is limited.

 

In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years. The Company analyzed all positive and negative evidence to determine if, based on the weight of available evidence, it is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.

 

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, the Company established a valuation allowance of $4,365 and $4,398 as of September 30, 2024, and December 31, 2023, respectively.  If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of September 30, 2024.

 

 

 

Note 6. Capitalized Product Development Costs

 

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 development costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products. The Company determined technological feasibility was established for multi-band LMR radio products by the introduction of the BKR 9000 multi-band portable product to the market in June 2023, as specified by Topic 350-30. Upon the general release of the LMR multi-band mobile radio product currently in development to customers, development costs for that product will be amortized over periods not exceeding ten years, based on future revenue of the product. Capitalized product development costs are $321 and $751 for the three and nine months ended September 30, 2024, respectively.

 

 

Note 7. Investments

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for its Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $650 on the date of the transaction and recorded a realized loss of $91 on the investment during the first quarter of 2024. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

The investment in the Series B common membership interests of FG Holdings LLC was measured using the NAV practical expedient in accordance with ASC 820 Fair Value Measurement and has not been classified within the fair value hierarchy. Prior to the redemption, FG Holdings LLC invested in the common and preferred stock of Fundamental Global Inc. (Nasdaq: FGF) (“FGF”). FG Holdings LLC’s structure provided for Series A preferred interests, which accrued a return of eight percent per annum and receive 20% of positive profits with respect to the total return in the capital provided by the holders of Series A preferred membership interests. The Series B common membership interests received cumulative distributions equal to the aggregate capital contributions by the Series B common membership interest equal to the total return on capital provided by the Series B common membership interests. Series B common membership interests also received an additional return equal to 1.5 times the Series A of positive profits described above. There was no defined redemption frequency, and the Company could not redeem or transfer its investment without the prior written consent of FG Holdings LLC' managers, who were related parties. Distributions could be made to members at such times and amounts as determined by the managers, and were based on the most recent NAV. The Company did not have any unfunded commitments related to this investment.

 

As of December 31, 2023, the members and affiliates of FG Holdings LLC beneficially owned in the aggregate 5,666,111 shares of FGF's common stock, representing approximately 55% of FGF's outstanding shares. Additionally, FG Holdings LLC and its affiliates constituted the largest stockholder of the Company. Mr. Kyle Cerminara, who served as a director of the Company and chairman of the Board of Directors until December 14, 2023, is Chief Executive Officer, Co-Founder, and Partner of FG and serves as chairman of the board of directors of FG Group Holdings Inc., the entity that is a majority Series B member in FG Holdings LLC. Mr. Cerminara also serves as a manager of FG Holdings, LLC and chairman of the board of directors of FGF.

 

9

 
 

Note 8. Stockholders Equity

 

Effective on April 21, 2023, the Company filed a Certificate of Change to the Articles of Incorporation to effect the Reverse Stock Split (see Note 1). All share and per share information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.

 

The changes in condensed consolidated stockholders’ equity for the three and nine months ended September 30, 2024, and 2023, are as follows:

 

  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2023

  3,867,082  $2,320  $48,602  $(24,209) $(5,402) $21,311 

Common stock issued under restricted stock units

  4,710   3   (3)         

Share-based compensation expense-stock options

        55         55 

Share-based compensation expense-restricted stock units

        121         121 

Treasury shares

              (651)  (651)

Net income

           681      681 

Balance at March 31, 2024

  3,871,792   2,323   48,775   (23,528)  (6,053)  21,517 

Common stock issued under restricted stock units

  6,006   4   (4)         

Share-based compensation expense-stock options

        77         77 

Share-based compensation expense-restricted stock units

        148         148 

Net income

           1,664      1,664 

Balance at June 30, 2024

  3,877,798   2,327   48,996   (21,864)  (6,053)  23,406 

Common stock issued under restricted stock units

  21,327   12   (12)         

Common stock issued - exercised warrants

  6,018   4   (4)         

Share-based compensation expense-stock options

        78         78 

Share-based compensation expense-restricted stock units

        146         146 

Net income

           2,357      2,357 

Balance at September 30, 2024

  3,905,143  $2,343  $49,204  $(19,507) $(6,053) $25,987 

 

  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2022

  3,686,939  $2,212  $45,304  $(21,979) $(5,402) $20,135 

Common stock issued

  858   1   14         15 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        58         58 

Share-based compensation expense-restricted stock units

        69         69 

Net loss

           (1,270)     (1,270)

Balance at March 31, 2023

  3,689,717   2,214   45,444   (23,249)  (5,402)  19,007 

Common stock issued

  2,661   2   33         35 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        61         61 

Share-based compensation expense-restricted stock units

        63         63 

Net loss

           (1,340)     (1,340)

Balance at June 30, 2023

  3,694,298   2,217   45,600   (24,589)  (5,402)  17,826 

Common stock issued

  1,254   1   12         13 

Common stock issued under restricted stock units

  27,418   16   (16)         

Share-based compensation expense-stock options

        44         44 

Share-based compensation expense-restricted stock units

        641         641 

Net loss

           90      90 

Balance at September 30, 2023

  3,722,970  $2,234  $46,281  $(24,499) $(5,402) $18,614 

 

10

 
 

Note 9. Income (Loss) Per Share

 

The following table sets forth the computation of basic and diluted income (loss) per share:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Numerator:

                

Net income (loss) for basic and diluted earnings per share

 $2,357  $90  $4,702  $(2,520)

Denominator for basic income (loss) per share weighted average shares

  3,539,841   3,411,813   3,536,100   3,404,395 

Effect of dilutive securities:

                

Options, restricted stock units, and warrants

  211,232   33,209   87,141    

Denominator for diluted income (loss) per share weighted average shares

  3,751,073   3,445,022   3,623,241   3,404,395 

Basic income (loss) per share

 $0.67  $0.03  $1.33  $(0.74)

Diluted income (loss) per share

 $0.63  $0.03  $1.30  $(0.74)

 

            Approximately 21,700 stock options and 20,435 restricted stock units for the three and nine months ended September 30, 2024, and 168,600 and 224,600 stock options and 28,569 and 29,381 restricted stock units for the three and nine months ended September 30, 2023, respectively, were excluded from the calculation because they were anti-dilutive.

 

 

Note 10. 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 $78 and $210 for the three and nine months ended September 30, 2024, respectively, compared with $44 and $163 for the same periods last year. The Company considers its non-cash share-based employee compensation expenses as a component of cost of products and selling, general and administrative expenses. There was no non-cash share-based employee compensation expense capitalized as part of capital expenditures or inventory for the periods presented.

 

The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock option grants under this plan. The non-cash share-based employee compensation expense recorded in the three and nine months ended September 30, 2024, was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

11

 

A summary of activity under the Company’s stock option plans during the nine months ended September 30, 2024, is presented below:

 

      

Wgt. Avg.

  

Wgt. Avg.

  

Wgt. Avg.

     
      

Exercise

  

Remaining

  

Grant Date

  

Aggregate

 
  

Stock

  

Price ($)

  

Contractual

  

Fair Value

  

Intrinsic

 

As of January 1, 2024

 

Options

  

Per Share

  

Life (Years)

  

($) Per Share

  

Value ($)

 

Outstanding

  202,600   14.76   7.60   5.94   37,773 

Vested

  105,313   16.01   6.80   5.78   9,661 

Nonvested

  97,287   13.41   8.74   6.12   28,112 
                     

Period activity

                    

Issued

  115,900   12.31      7.29    

Exercised

               

Forfeited

  27,200   16.25      6.98    

Expired

               
                     

As of September 30, 2024

                    

Outstanding

  291,300   13.65   7.96   6.38   2,399,704 

Vested

  114,840   15.11   6.58   5.48   798,417 

Nonvested

  176,460   1,270   8.86   6.97   1,601,287 

 

Restricted Stock Units

 

The Company recorded non-cash restricted stock unit compensation expense of $146 and $415 for the three and nine months ended September 30, 2024, compared with $641 and $773 for the same periods last year.

 

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, 2024

  19,587  $13.22 

Granted

  55,102   11.72 

Vested and issued

  (32,045)  11.73 

Cancelled/forfeited

      

Unvested as of September 30, 2024

  42,644  $12.39 

 

 

Note 11. 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. The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings using the latest information available, on a quarterly basis. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, it records a liability in its consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not accrue legal reserves, consistent with applicable accounting guidance. There were no pending material claims or legal matters as of September 30, 2024.

 

Purchase Commitments

 

As of September 30, 2024, the Company had purchase commitments for inventory totaling approximately $7,285.

 

12

 

Significant Customers

 

Sales to United States government agencies represented approximately $7,896 (39.1%) and $23,879 (40.7%) of the Company’s net total sales for the three and nine months ended September 30, 2024, respectively, compared with approximately $12,142 (60.5%) and $29,571 (51.2%), for the same periods last year. Accounts receivable from agencies of the United States government were $1,997 as of September 30, 2024, compared with approximately $4,280 at the same date last year.

 

Geopolitical Tensions and COVID-19

 

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts between Russia and Ukraine, and in the Middle East. Although the length and impact of the ongoing military conflicts is 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. While the impacts of COVID-19 are reflected in our results of operations for 2023, we cannot separate the direct COVID-19 impacts from other factors that cause our performance to vary from quarter to quarter. The ultimate duration and impact of the COVID-19 pandemic on our supply chain and geopolitical factors to our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration and severity of the geopolitical factors on the global economy, which are uncertain and cannot be predicted at this time.

 

 

Note 12. Debt

 

Credit Facilities

 

On November 22, 2022, the Subsidiaries entered into the IPSA with Alterna. On November 28, 2022, the Subsidiaries and Alterna entered into a rider to the IPSA, to modify the IPSA to, among other things, provide a credit facility for up to 75% of net orderly liquidation value of inventory, not to exceed 100% of the eligible accounts receivable balance. The IPSA, which provides for a one-year Line of Credit with a maximum capacity of up to $15 million, unless canceled by either party, as provided in the agreement, was renewed in November 2023. The Line of Credit bears an interest rate of Prime plus 1.85%. The effective borrowing rate under the IPSA was 10.10% as of September 30, 2024. Interest and related servicing fees for the three and nine months ended September 30, 2024, were approximately $18 and $356, respectively. Under the arrangement, the Company may transfer eligible short-term trade receivables to the conduit, with full recourse, on a daily basis in exchange for cash. Generally, at the transfer date, the Company may receive cash equal to approximately 85% of the value of the transferred receivables. The Company accounts for the transfers of receivables as a secured borrowing due to the Company’s continuing involvement with the accounts receivable.

 

The Company used approximately $4.5 million of IPSA funding to repay the outstanding balance of the previous credit facility with JP Morgan Chase Bank, N.A. (“JPMC”), which expired on January 31, 2023.

 

During the three and nine months ended September 30, 2024, the Company transferred receivables having an aggregate face value of $19.5 and $54.9, respectively, to the conduit and received proceeds of approximately $17.4 and $46.4, respectively, which also includes draws on available inventory funding. There were no losses incurred on these transfers during the three and nine months ended September 30, 2024.

 

As of September 30, 2024, there were no outstanding borrowings under the IPSA and the outstanding principal amount of receivables transferred under the IPSA amounted to $7.9 million. On October 30, 2024, the Company entered into a new Line of Credit agreement with Fifth Third Bank, N.A (see Note 14) and terminated the Alterna IPSA Line of Credit.

 

Notes Payable

 

On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of the Company, and JPMC, as a lender, entered into a Master Loan Agreement in the amount of $743 to finance various items of manufacturing equipment (the “JPMC Credit Agreement”). The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement. This note payable was paid in full on June 27, 2023.

 

On September 25, 2019, BK Technologies, Inc., a wholly owned subsidiary of the Company, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association, as a lender, entered into a Master Loan Agreement in the amount of $425 to finance various items of manufacturing equipment. The loan was collateralized by the equipment purchased using the proceeds. The Master Loan Agreement was payable in 60 equal monthly principal and interest payments of approximately $8 beginning on October 25, 2019, was scheduled to mature on September 25, 2024, and bore a fixed interest rate of 5.11%.  This note payable was paid in full on June 24, 2024.

 

13

 
 

Note 13. Leases

 

The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases.” The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

 

As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

 

The Company leases approximately 54,000 square feet (not in thousands) of industrial space in West Melbourne, Florida, under a non-cancellable operating lease. The lease has an expiration date of June 30, 2027. The lease terms include an option to extend the lease agreement for an additional five (5) year term.  Annual rental, maintenance, and tax expenses for the facility are approximately $491.

 

In February 2020, the Company entered into a lease for 6,857 square feet (not in thousands) of office space at Sawgrass Technology Park, 1619 NW 136th Avenue in Sunrise, Florida, for a period of 64 months commencing July 1, 2020. Annual rental, maintenance, and tax expenses for the facility will be approximately $196 for the first year, increasing by approximately 3% for each subsequent 12-month period.

 

Lease costs consisted of the following:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Operating lease cost

 $136  $135  $406  $407 

Variable lease cost

  33   33   100   99 

Total lease cost

 $169  $168  $506  $506 

 

14

 

Supplemental cash flow information related to leases was as follows:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows (fixed payments)

 $155  $149  $455  $445 

Operating cash flows (liability reduction)

 $135  $123  $390  $360 
                 

ROU assets obtained in exchange for lease obligations:

                

Operating leases

 $4  $  $27  $ 

 

Other information related to operating leases was as follows:

 

  

September 30, 2024

 

Weighted average remaining lease term (in years)

  2.59 

Weighted average discount rate

  5.50%

 

Maturity of lease liabilities as of September 30, 2024, were as follows:

 

  

September 30, 2024

 

Remaining three months of 2024

 $157 

2025

  624 

2026

  486 

2027

  248 

2028

  5 

Thereafter

  3 

Total payments

  1,523 

Less: imputed interest

  (101)

Total present value of lease liabilities

 $1,422 

 

 

 

14. Subsequent Events

 

On October 30, 2024, BK Technologies, Inc., a wholly owned subsidiary of the Company, as the borrower, entered into a new credit facility with Fifth Third Bank, National Association, as the lender (the “Fifth Third Credit Agreement”).  The Fifth Third Credit Agreement provides for a one-year revolving line of credit with a maximum commitment of $6 million, with an accordion feature, if certain conditions are met, for up to an additional $4 million of borrowing capacity, totaling a maximum commitment of $10 million.  Each advance shall accrue interest on the outstanding principal amount thereof at a rate of SOFR plus 2.5% per annum. 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.

 

BK Technologies, Inc.’s repayment obligations under the credit facility are guaranteed by the Company and RELM Communications, Inc. and secured by a pledge of essentially all of the assets of BK Technologies, Inc., the Company and RELM Communications, Inc. (collectively, the “Loan Parties”).

 

The Loan Parties are subject to customary negative covenants, including with respect to their ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions. BK Technologies, Inc. must also comply with a maximum total funded debt ratio of 2.00 to 1.00 and a minimum fixed charge coverage ratio of 1.20 to 1.00, each measured at the end of every fiscal quarter.

 

15

 
 

Item 2. MANAGEMENTS 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 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 SaaS and Radio business lines and the products offered thereunder; successful introduction of new products and technologies, including our ability to successfully develop and sell our anticipated SaaS products, and our new multiband radio product and other related products in the planned new BKR Series product line; competition in the LMR industry; general economic and business conditions, including federal, state, and local government budget deficits and spending limitations; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers; risks associated with fixed-price contacts; 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 consummate, acquisition, disposition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; rising health care costs; our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments’ trade and tariff policies; our inventory and debt levels; protection of our intellectual property rights; fluctuation in our operating results and stock price; acts of war or terrorism, natural disasters and other catastrophic events; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems; availability of adequate insurance coverage; maintenance of our NYSE American listing; risks related to being a holding company; and the effect on our stock price and ability to raise capital through future sales of shares of our common stock.

 

Although we believe that the plans, objectives, expectations, and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations, and prospects will be achieved. 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 the “Risk Factors” section of, and elsewhere in, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent filings with the SEC, and include, among others, the following:

 

 

changes or advances in technology;

   

 

 

our business is dependent on U.S. Government contracts, which are highly regulated and subject to terminations and oversight audits by U.S. Government representatives that could result in adverse findings and negatively impact our business;

   

 

 

we depend on the success of our LMR product line;

   

 

 

changes or advances in technology;

   

 

 

our business is dependent on U.S. Government contracts, which are highly regulated and subject to terminations and oversight audits by U.S. Government representatives that could result in adverse findings and negatively impact our business;

   

 

 

we depend on the success of our LMR product line;

   

 

 

successful introduction of new products and technologies, including our ability to successfully develop and sell our new multiband product and other related products in the planned new BKR Series product line and our SaaS solution;

   

 

 

engaged in a highly competitive industry;

   

 

 

general economic and business conditions, including federal, state and local government budget deficits and spending limitations, and the ongoing effects of inflation, rising interest rates, bank failures, supply-chain constraints, ongoing geopolitical conflicts, and related sanctions;

   

 

 

the availability, terms, and deployment of capital;

   

 

 

reliance on contract manufacturers and suppliers;

   

 

 

risks associated with fixed-price contracts;

   

 

 

changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on us;

   

 

 

allocations by government agencies among multiple approved suppliers under existing agreements;

   

 

 

operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts in Russia, Ukraine, and the Middle East. Our business, financial condition, and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from such conflicts or any other geopolitical tensions;

   

 

 

our ability to comply with changes in U.S. federal, state, and local and foreign tax law could adversely affect our business and financial condition;

   

 

 

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 and consummate acquisition, disposition, or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation;

   

 

 

the impact of general business conditions, including those resulting from inflation, rising interest rates, bank failures, ongoing geopolitical conflicts, and related sanctions on the companies in which we hold investments;

   

 

 

impact of our capital allocation strategy;

 

 

 

risks related to maintaining our brand and reputation;

   

 

 

impact of government regulation;

   

 

 

rising health care costs;

   

 

 

our business with manufacturers located in other countries, including changes in the U.S. Government and foreign governments’ trade and tariff policies, as well as any further impact resulting from inflation, rising interest rates, bank failures, ongoing geopolitical conflicts, and related sanctions;

   

 

 

cyber-attacks and other security threats and disruptions could have a material adverse effect on our business;

   

 

 

our inventory and debt levels;

   

 

 

protection of our intellectual property rights;

   

 

 

fluctuation in our operating results and stock price;

   

 

 

acts of war or terrorism, natural disasters, public health crises, and other catastrophic events;

   

 

 

any infringement claims;

   

 

 

data security breaches, cyber-attacks, and other factors impacting our technology systems;

   

 

 

availability of adequate insurance coverage;

   

 

 

we may not be able to maintain our NYSE American listing;

   

 

 

as a holding company, BK Technologies Corporation is dependent on the operations and funds of its subsidiaries; and

   

 

 

the effect on our stock price and ability to raise capital through future sales of shares of our common stock.

 

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, 2023, filed with the SEC on March 14, 2024.

 

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 which make first responders safer and more efficient. All operating activities described herein are undertaken by our operating subsidiary.

 

 

In business for over 70 years, BK operates two business units through its operating subsidiary, BK Technologies, Inc.: Radio and SaaS.

 

The Radio business unit designs, manufactures, and markets wireless communications products consisting of two-way LMRs. Two-way LMRs can be radios that are hand-held (portable) or installed in vehicles (mobile).

 

Generally, BK Technologies-branded products serve the government markets, including, but not limited to, emergency response, public safety, homeland security, and military customers of federal, state, and municipal government agencies, as well as various industrial and commercial enterprises. We believe that our products and solutions provide superior value by offering a high specification, ruggedized, durable, reliable, feature-rich, Project 25-compliant radio at a lower cost relative to comparable offerings.

 

The SaaS business unit focuses on delivering innovative, public safety smartphone applications that operate ubiquitously over public cellular networks.  We presently have one U.S. patent in force and two pending U.S. patent applications.  Our BKRplay-branded smartphone application offers multiple services that make first responders safer and more efficient. When tethered to our radios, the combined solution will offer a unique capability which increases the sales reach of our radios.

 

We were incorporated under the laws of the State of Nevada on October 24, 1997. We are the corporation resulting from the reincorporation merger of our predecessor, Adage, Inc., a Pennsylvania corporation, which reincorporated from Pennsylvania to Nevada effective as of January 30, 1998. Effective on June 4, 2018, we changed our corporate name from “RELM Wireless Corporation” to “BK Technologies, Inc.”

 

Our principal executive offices are located at 7100 Technology Drive, West Melbourne, Florida 32904, and our telephone number is (321) 984-1414.

 

Customer demand and orders for our products were strong during fiscal year 2023 and continued during the first nine months of  2024. Our backlog of unshipped customer orders was approximately $27.0 million and $16.0 million as of September 30, 2024, and December 31, 2023, respectively. Changes in the backlog are attributed primarily to the timing of orders and their fulfillment.

 

For the three months ended September 30, 2024, sales increased approximately 0.5% to approximately $20.2 million, compared with $20.1 million for the prior year period. The increase was attributed primarily to the shipments of BKR 5000 radio product sales. Gross profit margins as a percentage of sales for the three months ended September 30, 2024, were 38.8%, compared with 31.9% for the prior comparative quarter, generally reflecting radio product and accessories sales mix and material cost improvements related to cost reduction initiatives. Selling, general, and administrative (“SG&A”) expenses for the three months ended September 30, 2024, totaled approximately $5.2 million (25.9% of sales), compared with $5.8 million (29.0% of sales) in the same period last year. We recognized operating income for the three months ended September 30, 2024, of approximately $2.6 million, compared with an operating income of approximately $0.1 million for the same period for the prior year.

 

For the three months ended September 30, 2024, we recognized other expenses, net totaling less than seven thousand dollars. This compares with other expenses, net totaling $0.5 million for the same period last year, which included an unrealized loss on the investment in FG Holdings LLC and interest expense on the Alterna IPSA Line of Credit.

 

For the three months ended September 30, 2024, the pretax income totaled approximately $2.6 million, compared with pretax income of approximately $0.1 million for same period of the prior year.

 

We recognized a tax expense of $247 for the three-month period ended September 30, 2024, and no tax expense for the same period of the prior year.

 

 

Net income for the three months ended September 30, 2024, totaled approximately $2.4 million ($0.67 per basic and $0.63 per diluted share), compared with a net income of approximately $0.1 million ($0.03 per basic and diluted share) for the same period last year. The primary factors for the improvement for the three months ended September 30, 2024, compared to the same period last year, were radio product and accessories sales mix and lower raw material and freight costs related to cost reduction efforts and easing of electronic component shortages from supply chain disruptions.

 

As of September 30, 2024, working capital totaled approximately $22.7 million, of which $13.5 million was comprised of cash, cash equivalents, and trade receivables. This compares with working capital totaling approximately $16.8 million at 2023 year-end, which included $11.4 million of cash, cash equivalents, and trade receivables.

 

Available Information

 

Our Internet website address is www.bktechnologies.com. We make available on our Internet website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to these reports as soon as practicable after we file such material with, or furnish it to, the SEC). In addition, our Code of Business Conduct and Ethics, Code of Ethics for the CEO and Senior Financial Officers, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and other corporate governance policies are available on our website under “Investor Relations.” The information contained on our website is not incorporated by reference in this report. A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department by submitting a written request to bktechnologies@imsinvestorrelations.com or calling (203) 972-9200. Additional information regarding our investor relations department can be found on our website. All reports that the Company files with or furnishes to the SEC are also available free of charge via the SEC’s website at http://www.sec.gov.

 

 

Third Quarter and Nine Months Summary

 

Customer demand and new orders for our products of $21.8 million continued to be strong during the three months ended September 30, 2024, compared to $19.6 million for the same period of the prior year.  Customer demand and orders for our products of $72.4 million continued to be strong during the nine months ended September 30, 2024, compared to $54.1 million for the same period of the prior year. 

 

For the third quarter 2024, sales increased 0.5% to approximately $20.2 million, compared with approximately $20.1 million of sales for the third quarter last year. Sales of approximately $58.7 million for the nine-months ended September 30, 2024, increased 1.5% compared with approximately $57.8 million of sales for the same period last year.  Gross profit margin as a percentage of sales for the third quarter of 2024 was approximately 38.8%, compared with 31.9% for the same period last year, generally reflecting radio product and accessories sales mix and material cost improvements related to cost reduction initiatives compared to the third quarter last year. Gross profit margin as a percentage of sales for the nine months ended September 30, 2024, was approximately 36.9%, compared with 28.6% for the same period last year, generally reflecting radio product and accessories sales mix and material cost improvements related to cost reduction initiatives.  Selling, general, and administrative (“SG&A”) expenses for the third quarter of 2024 totaled approximately $5.2 million, which was 10.1% lower than the SG&A expenses of approximately $5.8 million for the third quarter last year, while SG&A expenses of $16.1 million for the nine-month period ended September 30, 2024, decreased 9.2% compared to the same period last year. The decrease in SG&A expenses is attributed primarily to capitalization of BKR Mobile radio product development costs in 2024 and marketing initiatives for the BKR 9000 product in 2023. These factors yielded operating income of approximately $2.6 million for the three-month period ended September 30, 2024, compared with operating income of approximately $0.1 million for the same period last year.  Operating income of approximately $5.6 million for the nine-month period ended September 30, 2024 compares to an operating loss of $1.2 million for the same period last year, related to radio product and accessories sales mix, material cost improvements related to cost reduction initiatives and supply chain challenges for the same period last year.

 

For the third quarter of 2023, we recognized a net unrealized loss of approximately $0.3 million on the investment in FG Holdings, LLC, that was exited during the first quarter of 2024. For the nine months ended September 30, 2024, we recognized a net realized loss totaling approximately $0.1 million on our investment in FG Holdings, LLC. compared with a net unrealized loss of approximately $0.8 million for the same nine-month period last year. For the third quarter of 2024, we recognized net interest expense of one thousand dollars compared to $0.1 million for the same period last year, while for the nine-month period ended September 30, 2024, we recognized net interest expense of $0.3 million compared to $0.4 million for the same period last year.

 

Net income for the three months ended September 30, 2024, was approximately $2.4 million ($0.67 per basic and $0.63 per diluted share), compared with net income of approximately $0.1 million ($0.03 per basic and diluted share) for the same quarter last year. For the nine months ended September 30, 2024, our net income totaled approximately $4.7 million ($1.33 per basic and $1.30 per diluted share), compared with a net loss of approximately $2.5 million ($0.74 per basic and diluted share) for the same period last year.

 

As of September 30, 2024, working capital totaled approximately $22.7 million, of which approximately $13.5 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2023, working capital totaled approximately $16.8 million, of which approximately $11.4 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

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Sales

    100.0 %     100.0 %     100.0 %     100.0 %

Cost of products

    (61.2 )     (68.1 )     (63.1 )     (71.4 )

Gross margin

    38.8       31.9       36.9       28.6  

Selling, general and administrative expenses

    (25.9 )     (29.0 )     (27.4 )     (30.6 )

Other income (expense)

    (0.0 )     (2.5 )     (0.7 )     (2.3 )

Income (loss) before income taxes

    12.9       0.4       8.8       (4.3 )

Income tax (expense)

    (1.2 )           (0.8 )      

Net income (loss)

    11.7 %     0.4 %     8.0 %     (4.3 )%

 

Net Sales

 

For the third quarter ended September 30, 2024, net sales increased 0.5% to approximately $20.2 million, compared with approximately $20.1 million for the same quarter last year. Sales for the nine months ended September 30, 2024, totaled approximately $58.7 million, compared with approximately $57.8 million for the nine-month period last year.  Customer demand and orders for our products continued to be strong, reflecting the acceptance by the marketplace for our BKR 5000, as well as BKR 9000 product introduced in 2023.

 

Sales for the third quarter ended September 30, 2024, were attributed primarily to federal wildland fire-related agencies and certain state and local public safety opportunities. From a product perspective, the primary contributor to orders and shipments during the third quarter was our BKR 5000 portable radio and related accessories. The BKR Series is envisioned as a comprehensive line of new products, which includes new models such as the BKR 9000, which achieved first sales in the third quarter of 2023. The timing of developing additional BKR Series products and bringing them to market could be impacted by various factors, including potential impacts on our supply chain as a result of various electronic component suppliers. We believe that the BKR Series products should increase our addressable market by expanding the number of federal and other public safety customers that may purchase our products. However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors. Accordingly, we cannot assure that sales will occur under particular contracts, or that our sales prospects will otherwise be realized.

 

While the potential impacts of the current inflationary environment and ongoing geopolitical conflict and related sanctions in coming months and quarters remain uncertain, such effects have the potential to adversely impact our customers and our supply chain. Such negative effects on our customers and suppliers could adversely affect our future sales, gross profit margins, operations, and financial results.

 

Cost of Products and Gross Profit Margin

 

Gross profit margins as a percentage of sales for the third quarter ended September 30, 2024, were approximately 38.8% compared with 31.9% for the same quarter last year.  For the nine-month period ended September 30, 2024, gross profit margins were approximately 36.9%, compared with 28.6% for the same period last year. Our cost of products and gross profit margins are primarily derived from material, labor, and overhead costs, product mix, manufacturing volumes and pricing. Gross profit margins for the quarter and nine-months ended September 30, 2024, increased compared with the same period last year, primarily due to product sales mix and improvement in material costs, including electronic components and to a lesser degree, easing of escalated freight costs.

 

During the year ended December 31, 2023, worldwide shortages of materials, including semiconductors and integrated circuits resulted in limited supplies, which in turn, extended lead times and resulted in higher costs for certain components used in our products. While the progression and duration of these shortages is not known with certainty, we monitored a number of critical components for product cost improvement and have experienced improvement to pre-pandemic levels. We utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs. We believe that our current manufacturing capabilities and contract relationships or comparable alternatives will continue to be available to us. However, we may encounter new product cost and competitive pricing pressures in the future and the extent of their impact on gross margins, if any, is uncertain.

 

 

Selling, General and Administrative Expenses

 

SG&A expenses consist of marketing, sales, commissions, engineering, product development, management information systems, accounting, headquarters, and non-cash share-based employee compensation expenses.

 

SG&A expenses for the quarter ended September 30, 2024, totaled approximately $5.2 million (25.9% of sales), compared with approximately $5.8 million (29.0% of sales) for the same quarter last year.  For the nine months ended September 30, 2024, SG&A expenses decreased by $1.6 million, or 9.2%, to approximately $16.1 million (27.4% of sales), compared with approximately $17.7 million (30.6% of sales), for the nine-month period last year.

 

Engineering and product development expenses for the third quarter of 2024 totaled approximately $1.9 million (9.2% of sales), compared with approximately $2.5 million (12.5% of sales) for the same quarter last year. For the nine months ended September 30, 2024, engineering and product development expenses totaled approximately $5.9 million (10.1% of sales), compared with approximately $7.5 million (13.0% of sales) for the nine-month period last year. The decrease in engineering expenses is attributed primarily to capitalization of BKR Mobile radio product design and development activities in 2024, and somewhat to development costs in 2023 for the BKR 9000 series radio introduced during the third quarter 2023. 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 and certain component lead times in coming months and quarters.

 

Marketing and selling expenses for the third quarter of 2024 totaled approximately $1.4 million (7.2% of sales), compared with approximately $1.5 million (7.5% of sales) for the third quarter last year. For the nine months ended September 30, 2024, marketing and selling expenses remained flat at approximately $4.6 million (7.9% of sales), compared with the same period last year.

 

Other general and administrative expenses for the third quarter of 2024 totaled approximately $1.9 million (9.4% of sales), compared with approximately $1.8 million (9.0% of sales) for the same period last year.  For the nine months ended September 30, 2024, general and administrative expenses totaled approximately $5.5 million (9.4% of sales), compared with approximately $5.6 million (9.7% of sales) for the nine-month period last year. The decrease in general and administrative expenses for the three and nine months ended September 30, 2024, is attributed primarily to the non-recurring nature of certain corporate expenses related to the At-the-Market (ATM) program and reverse stock split during the nine months ended September 30, 2023.

 

Operating Income (Loss)

 

Operating income for the quarter ended September 30, 2024, totaled approximately $2.6 million (12.9% of sales), compared with operating income of approximately $0.6 million (3.0% of sales) for last year’s third quarter.  For the nine months ended September 30, 2024, our operating income totaled approximately $5.6 million (9.6% of sales), compared with an operating loss of approximately $1.2 million (2.0% of sales) for the nine-month period last year. The operating income improvement for the three and nine months ended September 30, 2024, compared to the same periods last year, is attributed to higher gross profit margins related to improved product sales mix and lower material costs due to cost reduction efforts and supply chain improvements. 

 

Other (Expense) Income

 

We recorded net interest expense of approximately one thousand dollars for the quarter ended September 30, 2024, compared with approximately $0.1 million for the third quarter last year. For the nine months ended September 30, 2024, net interest expense totaled approximately $0.3 million, compared with net interest expense of approximately $0.4 million for the nine-month period last year. Net interest expense was primarily the result of our Alterna IPSA Line of Credit.

 

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for its Interests, the Company received 52,000 shares of our Common Stock, with an approximate fair value of $0.7 million on the date of the transaction and recorded a realized loss of $0.1 million on the investment during the first quarter of 2024.  The Company recorded an unrealized loss of $0.3 million and $0.8 million, for the three and nine months ended September 30, 2023. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

Income Taxes

 

We recorded $0.2 million and $0.5 million tax expense for the three and nine months ended September 30, 2024, respectively.  The Company recorded no tax expense or benefit for the same periods last year.

 

The Company's income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, we may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period. 

 

As of September 30, 2024, our net deferred tax assets totaled approximately $4.1 million and were primarily derived from research and development tax credits, operating loss carryforwards, and deferred revenue.

 

           In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years. We analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.

 

          Based on our analysis of all available evidence, both positive and negative, we have concluded that we do not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, we established a valuation allowance of $4.4 million and $4.4 million as of September 30, 2024, and December 31, 2023, respectively. We cannot presently estimate what, if any, changes to the valuation of our deferred tax assets may be deemed appropriate in the future.

 

 

Liquidity and Capital Resources

 

For the nine months ended September 30, 2024, net cash provided by operating activities totaled approximately $8.2 million, compared with cash provided by operating activities of approximately $3.9 million for the same period last year. Cash provided by operating activities for the nine months ended September 30, 2024, was primarily related to net income of $4.7 million and a $5.3 million reduction in inventory, somewhat offset by a $1.6 million increase in accounts receivable and a $3.9 million decrease in accounts payable. Cash provided by operating activities for the nine months ended September 30, 2023, was primarily related to an increase in deferred revenues and a reduction in accounts receivable, which was partially offset by net loss due to supply chain issues and decrease in accounts payable.

 

For the first nine months of 2024, we had net income of approximately $4.7 million, compared with a net loss of approximately $2.5 million for the same period last year. Accounts receivable increased approximately $1.6 million during the nine months ended September 30, 2024, compared with a decrease of approximately $1.5 million for the same period last year, primarily due to increased sales in the first nine months of 2024. Inventories decreased during the nine months ended September 30, 2024, by approximately $5.3 million compared with a decrease of approximately $0.6 million for the same period last year.  Accounts payable for the nine months ended September 30, 2024, decreased approximately $3.9 million, compared with a decrease of approximately $1.1 million for the first nine months last year. The decreases in inventories and accounts payable were attributed primarily to improvement of supply chain challenges from fiscal year 2022 and early fiscal 2023. Prepaid expenses and other current assets increased during the first nine months of 2024 by approximately $0.8 million compared with an increase of $0.4 million for the same period last year. Depreciation and amortization totaled approximately $1.3 million for the nine months ended September 30, 2024, compared with approximately $1.2 million for the same period last year. Depreciation and amortization are primarily related to manufacturing and engineering equipment. The realized loss on investments for the nine months ended September 30, 2024, totaled approximately $0.1 million, compared with an unrealized loss of approximately $0.8 million for the same period last year. For additional information pertaining to our investments, refer to Note 1 and Note 7 (Investments) to the condensed consolidated financial statements included in this report.

 

 

Cash used in investing activities for the nine months ended September 30, 2024, totaled approximately $0.9 million, compared with approximately $1.8 million for the same period last year. The cash used for the nine-month period ended September 30, 2024, was attributed primarily to the development of the BKR mobile radio product, compared to cash used for the nine-month period ended September 30, 2023, attributed primarily to the purchase of engineering and manufacturing related equipment.

 

For the nine months ended September 30, 2024, approximately $6.6 million was used in financing activities, compared with cash provided by financing activities of approximately $0.1 million for the same period last year. During the first nine months of 2024, we received cash of approximately $46.4 million from our revolving credit facility and notes payable, net of repayments totaling approximately $53.0 million, while for the same period last year, we received proceeds of approximately $58.9 million from our revolving credit facility and notes payable offset by loan and revolving credit facility repayments of approximately $58.9 million.

 

Our cash and cash equivalents balance on September 30, 2024, was approximately $4.2 million. We believe these funds, combined with anticipated cash generated from operations and borrowing availability under our Fifth Third Line of Credit, 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, which could be impacted by the current inflationary environment and current geopolitical tension, could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all.

 

Critical Accounting Policies

 

In response to the SEC’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have selected for disclosure our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions. These processes affect our reported revenues and current assets and are, therefore, critical in assessing our financial and operating status. We regularly evaluate these processes in preparing our financial statements. The processes for revenue recognition, allowance for collection of trade receivables, allowance for excess or obsolete inventory and income taxes involve certain assumptions and estimates that we believe to be reasonable under present facts and circumstances. These estimates and assumptions, if incorrect, could adversely impact our operations and financial position. 

 

During the first quarter of 2024, the Company began development of the BKR series LMR multi-band mobile radio product.  The Company accounts for the costs of LMR multi-band development in accordance with ASC Topic 350-30, “Intangibles Goodwill and Other.”  Upon the general release of the LMR multi-band mobile radio product currently in development to customers, development costs for that product will be amortized over periods not exceeding ten years, based on future revenue of the product.

 

There were no other changes to our critical accounting policies during the three months ended September 30, 2024.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company” as defined by Item 229.10(f)(1) of Regulation S-K, the Company is not required to include the disclosure under this Item.

 

 

Item 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including each of such officers as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

During the three months ended September 30, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1A. RISK FACTORS

 

As of the date of this filing, except as set forth herein, there have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 14, 2024. The Risk Factors set forth in the 2023 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 2023 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 million of its common shares. The program does not have an expiration date. Any repurchases would be funded using cash on hand and cash from operations. The actual timing, manner, and number of shares repurchased under the program will be determined by management and the Board at their discretion and will depend on several factors, including the market price of the Company’s common shares, general market and economic conditions, alternative investment opportunities, and other business considerations in accordance with applicable securities laws and exchange rules. The authorization of the share repurchase program does not require BK Technologies to acquire any particular number of shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The following table provides information about purchases made by us of our common stock for each month included in the third quarter of 2024:

 

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

 
                                 

July 1–31, 2024

                    $ 5,000,000  

August 1–31, 2024

                    $ 5,000,000  

September 1–30, 2024

                    $ 5,000,000  
                                 

Quarter Ended September 30, 2024

        $           $ 5,000,000  

 

 

 

Item 6. EXHIBITS

 

Exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index below.

 

Exhibit Index

 

Exhibit

Number

 

Description

     

Exhibit 3.1

 

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 3.1.1

 

Certificate of Amendment to Articles of Incorporation (incorporated by reference from Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K filed March 17, 2022)

Exhibit 3.1.2

 

Certificate of Change to Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 28, 2023)

Exhibit 3.2

 

Bylaws (incorporated by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed March 28, 2019)

Exhibit 31.1

 

Certification of Principal Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2

 

Certification of Principal Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S‑K)

Exhibit 32.2

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S‑K)

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) (filed herewith)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

BK TECHNOLOGIES CORPORATION

 
 

(The Registrant)

 
       

Date: November 14, 2024

By:

/s/ John M. Suzuki

 
   

John M. Suzuki

Chief Executive Officer

(Principal executive officer and duly

authorized officer)

 
       

Date: November 14, 2024

By:

/s/ Scott A. Malmanger

 
   

Scott A. Malmanger

Chief Financial Officer

(Principal financial and accounting

officer and duly authorized officer)

 

 

29

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: November 14, 2024

 

/s/ John M. Suzuki

 

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: November 14, 2024

 

/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 September 30, 2024, 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.

     

 

   

/s/ John M. Suzuki

 
   

John M. Suzuki

Chief Executive Officer

 

Date: November 14, 2024

     

 

 

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 September 30, 2024, 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.

 

   

/s/ Scott A. Malmanger

   

Scott A. Malmanger

Chief Financial Officer

Date:  November 14, 2024

   

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 12, 2024
Document Information [Line Items]    
Entity Central Index Key 0000002186  
Entity Registrant Name BK Technologies Corp  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-32644  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 83-4064262  
Entity Address, Address Line One 7100 Technology Drive  
Entity Address, City or Town West Melbourne  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32904  
City Area Code 321  
Local Phone Number 984-1414  
Title of 12(b) Security Common Stock, par value $0.60 per share  
Trading Symbol BKTI  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   3,563,275
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 4,173 $ 3,456
Trade accounts receivable, net 9,345 7,902
Inventories, net 18,674 23,952
Prepaid expenses and other current assets 2,724 1,892
Total current assets 34,916 37,202
Property, plant and equipment, net 4,988 5,366
Operating lease right-of-use (ROU) assets 1,246 1,560
Investments 0 742
Deferred tax assets, net 4,116 4,116
Capitalized product development cost 751 0
Other assets 387 422
Total assets 46,404 49,408
Current liabilities:    
Accounts payable 5,891 9,822
Accrued compensation and related taxes 2,084 1,302
Accrued warranty expense 906 722
Accrued other expenses and other current liabilities 1,128 363
Short-term operating lease liabilities 561 525
Credit facility 0 6,476
Notes payable-current portion 0 71
Deferred revenue 1,605 1,137
Total current liabilities 12,175 20,418
Long-term operating lease liabilities 861 1,260
Deferred revenue 7,381 6,419
Total liabilities 20,417 28,097
Commitments and contingencies
Stockholders’ equity:    
Preferred stock; $1.00 par value; 1,000,000 authorized shares; none issued or outstanding 0 0
Common stock; $0.60 par value; 10,000,000 authorized shares; 3,905,143 and 3,867,082 issued, and 3,563,063 and 3,577,002 outstanding shares as of September 30, 2024 and December 31, 2023, respectively 2,343 2,320
Additional paid-in capital 49,204 48,602
Accumulated deficit (19,507) (24,209)
Treasury stock, at cost, 342,080 and 290,080 shares as of September 30, 2024, and December 31, 2023, respectively (6,053) (5,402)
Total stockholders’ equity 25,987 21,311
Total liabilities and stockholders’ equity $ 46,404 $ 49,408
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 1 $ 1
Preferred Stock, Shares Authorized (in shares) 1,000,000 1,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Preferred Stock, Shares Outstanding (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.6 $ 0.6
Common Stock, Shares Authorized (in shares) 10,000,000 10,000,000
Common Stock, Shares, Issued (in shares) 3,905,143 3,867,082
Common Stock, Shares, Outstanding (in shares) 3,563,063 3,577,002
Treasury Stock, Common, Shares (in shares) 342,080 290,080
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sales, net $ 20,179 $ 20,069 $ 58,664 $ 57,786
Expenses        
Cost of products 12,343 13,663 36,993 41,282
Selling, general and administrative 5,225 5,812 16,052 17,681
Total operating expenses 17,568 19,475 53,045 58,963
Operating income (loss) 2,611 594 5,619 (1,177)
Other (expense) income:        
Net interest expense (1) (131) (281) (429)
Gain on disposal of property, plant and equipment 0 0 2 0
Loss on investments 0 (342) (91) (831)
Other expense (6) (31) (59) (83)
Total other (expense), net (7) (504) (429) (1,343)
Income (loss) before income taxes 2,604 90 5,190 (2,520)
Provision for income tax (expense) (247) 0 (488) 0
Net income (loss) $ 2,357 $ 90 $ 4,702 $ (2,520)
Net income (loss) per share-basic: (in dollars per share) $ 0.67 $ 0.03 $ 1.33 $ (0.74)
Net income (loss) per share-diluted: (in dollars per share) $ 0.63 $ 0.03 $ 1.3 $ (0.74)
Weighted average shares outstanding-basic (in shares) 3,539,841 3,411,813 3,536,100 3,404,395
Weighted average shares outstanding-diluted (in shares) 3,751,073 3,445,022 3,623,241 3,404,395
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating activities    
Net income (loss) $ 4,702 $ (2,520)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Inventories allowances 27 (61)
Allowance for credit losses on accounts receivable 122 0
Amortization of deferred financing costs and other assets 75 113
Depreciation and amortization 1,251 1,218
Gain on sale of equipment (2) 0
Loss on investments 91 831
Changes in operating assets and liabilities:    
Trade accounts receivable (1,565) 1,506
Inventories 5,251 593
Prepaid expenses and other current assets (832) (385)
Capitalized product development cost (751) 0
Other assets 35 (277)
ROU assets and lease liabilities (49) (38)
Accounts payable (3,931) (1,135)
Accrued compensation and related taxes 782 412
Accrued warranty expense 184 145
Deferred revenue 1,430 2,660
Accrued other expenses and other current liabilities 765 (58)
Net cash provided by operating activities 8,210 3,940
Investing activities    
Purchases of property, plant, and equipment (871) (1,835)
Net cash used in investing activities (871) (1,835)
Financing activities    
Proceeds from common stock issuance 0 63
Proceeds from the credit facility and notes payable 46,359 58,896
Repayment of the credit facility and notes payable (52,981) (58,916)
Net cash (used in) provided by financing activities (6,622) 43
Net change in cash and cash equivalents 717 2,148
Cash and cash equivalents, beginning of period 3,456 1,918
Cash and cash equivalents, end of period 4,173 4,066
Supplemental disclosure    
Cash paid for interest 357 487
Non-cash financing activity    
Common stock issued under restricted stock units 376 556
Share-Based Payment Arrangement, Option [Member]    
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Share-based compensation expense 210 163
Restricted Stock Units (RSUs) [Member]    
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Share-based compensation expense $ 415 $ 773
v3.24.3
Note 1 - Condensed Consolidated Financial Statements
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Basis of Presentation and Significant Accounting Policies [Text Block]

Note 1. Condensed Consolidated Financial Statements

 

Basis of Presentation

 

The condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024, and 2023, 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, 2023, 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, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. The results of operations for the three and nine months ended September 30, 2024, and 2023, are not necessarily indicative of the operating results for a full year.

 

Principles of Consolidation

 

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

 

The Company consolidates entities in which it has a controlling financial interest. 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, investments, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of September 30, 2024, and December 31, 2023, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

 

Effective September 14, 2022, the Company had an investment in Series B common membership interests of FG Financial Holdings, LLC (“FG Holdings LLC”). As further discussed in Note 7, the Company recorded the investment according to guidance provided by ASC 820 “Fair Value Measurement,” as the Company did not have a controlling financial interest in, nor exerted significant influence over the activities of FG Holdings LLC. The investment in Series B common membership interests of FG Holdings LLC was reported using the net asset value (“NAV”) of interests held by the Company at period-end. The NAV was calculated using the observable fair value of the underlying stock of Fundamental Global Inc. (Nasdaq: FGF) held by FG Holdings LLC, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in the operating agreement of FG Holdings LLC. The NAV was used as a practical expedient and has not been classified within the fair value hierarchy.

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) in FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for the Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $650 on the date of the transaction and recorded a realized loss of $91 on the investment during the first quarter of 2024. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

Liquidity

 

On November 22, 2022, the Company’s wholly owned subsidiaries, BK Technologies, Inc. and RELM Communications, Inc. (the “Subsidiaries”), entered into an Invoice Purchase and Security Agreement (“IPSA”) with Alterna Capital Solutions, LLC (“Alterna”), providing for a one-year line of credit with total maximum funding up to $15 million (the “Line of Credit”). On November 22, 2023, the IPSA was renewed for one more year. The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement (defined below) (see Note 12). The IPSA was paid off in September 2024. On October 30, 2024, the Company entered into a new line of credit agreement with Fifth Third Bank, N.A. (see Note 14).  

 

Management believes that cash and cash equivalents currently available, combined with anticipated cash to be generated from operations, and borrowing ability are sufficient to meet the Company’s working capital requirements in the foreseeable future. The Company generally relies on cash from operations, commercial debt, and equity offerings to the extent available, to satisfy its liquidity needs and to meet its payment obligations. The Company may engage in public or private offerings of equity or debt securities to maintain or increase its liquidity and capital resources. However, financial and economic conditions, including those resulting from the current inflationary environment and current geopolitical tension, could impact our ability to raise capital or debt financing, if needed, on acceptable terms or at all.

 

Reverse Stock Split

 

On March 23, 2023, the board of directors (the “Board”) of the Company approved a one (1)-for-five (5) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.60 per share (the “Common Stock”), and on April 4, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change to its Articles of Incorporation to effect the Reverse Stock Split.

 

The Company executed the Reverse Stock Split, which became effective at 5:00 p.m. Eastern Time on April 21, 2023. Shares of Common Stock underlying outstanding stock options and restricted stock units were proportionately reduced, and the respective exercise prices were proportionately increased in accordance with the terms of the agreements governing such securities. Accordingly, all shares and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.

 

Recent Accounting Pronouncements

 

The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.  The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

 

v3.24.3
Note 2 - Significant Events and Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Events and Transactions Disclosure [Text Block]

Note 2. Significant Events and Transactions

 

On November 6, 2023, the Company entered into a Master Supply Agreement (the “MSA”) and Transition Services Agreement (the “TSA,” and together with the MSA, the “Agreements”) with East West Manufacturing, LLC, a Georgia limited liability company (“East West”). Pursuant to the Agreements, the Company will transition its West Melbourne, Florida manufacturing activities to East West’s facilities, and East West will become the exclusive third-party manufacturer of the Company’s radio product line under a three-year arrangement. In connection with the Agreements, the Company and East West entered into a Stock Purchase Agreement (the “SPA”), pursuant to which East West purchased 77,520 shares of the Company’s common stock (the “BKTI Stock”) for an investment of $1,000. The number of shares of BKTI Stock was determined based upon a price per share of $12.90, which is equal to the average of the closing price of BKTI Stock on the NYSE American for the 30 most recent trading days prior to November 6, 2023, rounded up to the nearest whole number of shares.

 

Additionally, East West purchased a warrant (“Warrant”), with a five-year term to purchase up to 135,300 shares of the Company’s common stock at an exercise price per share of $15.00. The consideration for the Warrant is payment equal to (a) One Million Dollars ($1,000) minus (b) (i) the amount of any outstanding accounts payable by Company to East West and (ii) the amount of any excess or obsolete inventory of Company currently held by East West (solely to the extent not otherwise taken into account pursuant to the MSA or any other agreement between the Company and East West). The payment included a $950 reduction in accounts payable and $50 in cash. The BKTI Stock, the Warrant and the shares issuable upon exercise of the Warrant are deemed to be issued to an accredited investor in a private placement exempt from the registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

v3.24.3
Note 3 - Allowance for Credit Losses
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Allowance for Credit Losses [Text Block]

Note 3. Allowance for Credit Losses

 

The allowance for credit losses on trade receivables was approximately $122 and $50 on gross trade receivables of $9,467 and $7,952 as of September 30, 2024, and December 31, 2023, respectively. The measurement and recognition of credit losses involves the use of judgment and represents management’s estimate of expected lifetime credit losses based on historical experience and trends, current conditions, and forecasts. The Company’s assessment of expected credit losses includes consideration of historical credit loss experience, the aging of account balances, customer concentrations, customer creditworthiness, and current and expected economic, market and industry factors affecting the Company’s customers, including their financial condition. The Company evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics. Based on information available, management believes the allowance for credit losses as of September 30, 2024 and December 31, 2023 is adequate.

v3.24.3
Note 4 - Inventories, Net
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

Note 4. Inventories, Net

 

Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:

 

  

September 30, 2024

  

December 31, 2023

 

Finished goods

 $3,589  $4,622 

Work in process

  4,117   8,275 

Raw materials

  10,968   11,055 
  $18,674  $23,952 

 

Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value. The allowances were approximately $1,354 as of September 30, 2024, compared with approximately $1,838 as of December 31, 2023.

v3.24.3
Note 5 - Income Taxes
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 5. Income Taxes

 

The Company has recorded $247 and $488 tax expense for the three and nine months ended September 30, 2024, respectively. The Company recorded no tax expense or benefit for the same periods last year.

 

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, changes in the valuation allowance related to net deferred tax assets, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.

 

As of September 30, 2024, the Company’s net deferred tax assets totaled approximately $4,116 and were primarily derived from research and development tax credits, deferred revenue, and net operating loss carryforwards.  The utilization of net operating loss carryforwards in a given year is limited.

 

In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years. The Company analyzed all positive and negative evidence to determine if, based on the weight of available evidence, it is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.

 

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, the Company established a valuation allowance of $4,365 and $4,398 as of September 30, 2024, and December 31, 2023, respectively.  If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of September 30, 2024.

 

v3.24.3
Note 6 - Capitalized Product Development Costs
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Capitalized Product Development Costs Disclosure [Text Block]

Note 6. Capitalized Product Development Costs

 

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 development costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products. The Company determined technological feasibility was established for multi-band LMR radio products by the introduction of the BKR 9000 multi-band portable product to the market in June 2023, as specified by Topic 350-30. Upon the general release of the LMR multi-band mobile radio product currently in development to customers, development costs for that product will be amortized over periods not exceeding ten years, based on future revenue of the product. Capitalized product development costs are $321 and $751 for the three and nine months ended September 30, 2024, respectively.

v3.24.3
Note 7 - Investments
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Investment [Text Block]

Note 7. Investments

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for its Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $650 on the date of the transaction and recorded a realized loss of $91 on the investment during the first quarter of 2024. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

The investment in the Series B common membership interests of FG Holdings LLC was measured using the NAV practical expedient in accordance with ASC 820 Fair Value Measurement and has not been classified within the fair value hierarchy. Prior to the redemption, FG Holdings LLC invested in the common and preferred stock of Fundamental Global Inc. (Nasdaq: FGF) (“FGF”). FG Holdings LLC’s structure provided for Series A preferred interests, which accrued a return of eight percent per annum and receive 20% of positive profits with respect to the total return in the capital provided by the holders of Series A preferred membership interests. The Series B common membership interests received cumulative distributions equal to the aggregate capital contributions by the Series B common membership interest equal to the total return on capital provided by the Series B common membership interests. Series B common membership interests also received an additional return equal to 1.5 times the Series A of positive profits described above. There was no defined redemption frequency, and the Company could not redeem or transfer its investment without the prior written consent of FG Holdings LLC' managers, who were related parties. Distributions could be made to members at such times and amounts as determined by the managers, and were based on the most recent NAV. The Company did not have any unfunded commitments related to this investment.

 

As of December 31, 2023, the members and affiliates of FG Holdings LLC beneficially owned in the aggregate 5,666,111 shares of FGF's common stock, representing approximately 55% of FGF's outstanding shares. Additionally, FG Holdings LLC and its affiliates constituted the largest stockholder of the Company. Mr. Kyle Cerminara, who served as a director of the Company and chairman of the Board of Directors until December 14, 2023, is Chief Executive Officer, Co-Founder, and Partner of FG and serves as chairman of the board of directors of FG Group Holdings Inc., the entity that is a majority Series B member in FG Holdings LLC. Mr. Cerminara also serves as a manager of FG Holdings, LLC and chairman of the board of directors of FGF.

 

v3.24.3
Note 8 - Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

Note 8. Stockholders Equity

 

Effective on April 21, 2023, the Company filed a Certificate of Change to the Articles of Incorporation to effect the Reverse Stock Split (see Note 1). All share and per share information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.

 

The changes in condensed consolidated stockholders’ equity for the three and nine months ended September 30, 2024, and 2023, are as follows:

 

  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2023

  3,867,082  $2,320  $48,602  $(24,209) $(5,402) $21,311 

Common stock issued under restricted stock units

  4,710   3   (3)         

Share-based compensation expense-stock options

        55         55 

Share-based compensation expense-restricted stock units

        121         121 

Treasury shares

              (651)  (651)

Net income

           681      681 

Balance at March 31, 2024

  3,871,792   2,323   48,775   (23,528)  (6,053)  21,517 

Common stock issued under restricted stock units

  6,006   4   (4)         

Share-based compensation expense-stock options

        77         77 

Share-based compensation expense-restricted stock units

        148         148 

Net income

           1,664      1,664 

Balance at June 30, 2024

  3,877,798   2,327   48,996   (21,864)  (6,053)  23,406 

Common stock issued under restricted stock units

  21,327   12   (12)         

Common stock issued - exercised warrants

  6,018   4   (4)         

Share-based compensation expense-stock options

        78         78 

Share-based compensation expense-restricted stock units

        146         146 

Net income

           2,357      2,357 

Balance at September 30, 2024

  3,905,143  $2,343  $49,204  $(19,507) $(6,053) $25,987 

 

  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2022

  3,686,939  $2,212  $45,304  $(21,979) $(5,402) $20,135 

Common stock issued

  858   1   14         15 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        58         58 

Share-based compensation expense-restricted stock units

        69         69 

Net loss

           (1,270)     (1,270)

Balance at March 31, 2023

  3,689,717   2,214   45,444   (23,249)  (5,402)  19,007 

Common stock issued

  2,661   2   33         35 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        61         61 

Share-based compensation expense-restricted stock units

        63         63 

Net loss

           (1,340)     (1,340)

Balance at June 30, 2023

  3,694,298   2,217   45,600   (24,589)  (5,402)  17,826 

Common stock issued

  1,254   1   12         13 

Common stock issued under restricted stock units

  27,418   16   (16)         

Share-based compensation expense-stock options

        44         44 

Share-based compensation expense-restricted stock units

        641         641 

Net loss

           90      90 

Balance at September 30, 2023

  3,722,970  $2,234  $46,281  $(24,499) $(5,402) $18,614 

 

v3.24.3
Note 9 - Income (Loss) Per Share
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

Note 9. Income (Loss) Per Share

 

The following table sets forth the computation of basic and diluted income (loss) per share:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Numerator:

                

Net income (loss) for basic and diluted earnings per share

 $2,357  $90  $4,702  $(2,520)

Denominator for basic income (loss) per share weighted average shares

  3,539,841   3,411,813   3,536,100   3,404,395 

Effect of dilutive securities:

                

Options, restricted stock units, and warrants

  211,232   33,209   87,141    

Denominator for diluted income (loss) per share weighted average shares

  3,751,073   3,445,022   3,623,241   3,404,395 

Basic income (loss) per share

 $0.67  $0.03  $1.33  $(0.74)

Diluted income (loss) per share

 $0.63  $0.03  $1.30  $(0.74)

 

            Approximately 21,700 stock options and 20,435 restricted stock units for the three and nine months ended September 30, 2024, and 168,600 and 224,600 stock options and 28,569 and 29,381 restricted stock units for the three and nine months ended September 30, 2023, respectively, were excluded from the calculation because they were anti-dilutive.

v3.24.3
Note 10 - Non-cash Share-based Employee Compensation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 10. 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 $78 and $210 for the three and nine months ended September 30, 2024, respectively, compared with $44 and $163 for the same periods last year. The Company considers its non-cash share-based employee compensation expenses as a component of cost of products and selling, general and administrative expenses. There was no non-cash share-based employee compensation expense capitalized as part of capital expenditures or inventory for the periods presented.

 

The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock option grants under this plan. The non-cash share-based employee compensation expense recorded in the three and nine months ended September 30, 2024, was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

A summary of activity under the Company’s stock option plans during the nine months ended September 30, 2024, is presented below:

 

      

Wgt. Avg.

  

Wgt. Avg.

  

Wgt. Avg.

     
      

Exercise

  

Remaining

  

Grant Date

  

Aggregate

 
  

Stock

  

Price ($)

  

Contractual

  

Fair Value

  

Intrinsic

 

As of January 1, 2024

 

Options

  

Per Share

  

Life (Years)

  

($) Per Share

  

Value ($)

 

Outstanding

  202,600   14.76   7.60   5.94   37,773 

Vested

  105,313   16.01   6.80   5.78   9,661 

Nonvested

  97,287   13.41   8.74   6.12   28,112 
                     

Period activity

                    

Issued

  115,900   12.31      7.29    

Exercised

               

Forfeited

  27,200   16.25      6.98    

Expired

               
                     

As of September 30, 2024

                    

Outstanding

  291,300   13.65   7.96   6.38   2,399,704 

Vested

  114,840   15.11   6.58   5.48   798,417 

Nonvested

  176,460   1,270   8.86   6.97   1,601,287 

 

Restricted Stock Units

 

The Company recorded non-cash restricted stock unit compensation expense of $146 and $415 for the three and nine months ended September 30, 2024, compared with $641 and $773 for the same periods last year.

 

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, 2024

  19,587  $13.22 

Granted

  55,102   11.72 

Vested and issued

  (32,045)  11.73 

Cancelled/forfeited

      

Unvested as of September 30, 2024

  42,644  $12.39 

 

v3.24.3
Note 11 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 11. 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. The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings using the latest information available, on a quarterly basis. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, it records a liability in its consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not accrue legal reserves, consistent with applicable accounting guidance. There were no pending material claims or legal matters as of September 30, 2024.

 

Purchase Commitments

 

As of September 30, 2024, the Company had purchase commitments for inventory totaling approximately $7,285.

 

Significant Customers

 

Sales to United States government agencies represented approximately $7,896 (39.1%) and $23,879 (40.7%) of the Company’s net total sales for the three and nine months ended September 30, 2024, respectively, compared with approximately $12,142 (60.5%) and $29,571 (51.2%), for the same periods last year. Accounts receivable from agencies of the United States government were $1,997 as of September 30, 2024, compared with approximately $4,280 at the same date last year.

 

Geopolitical Tensions and COVID-19

 

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts between Russia and Ukraine, and in the Middle East. Although the length and impact of the ongoing military conflicts is 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. While the impacts of COVID-19 are reflected in our results of operations for 2023, we cannot separate the direct COVID-19 impacts from other factors that cause our performance to vary from quarter to quarter. The ultimate duration and impact of the COVID-19 pandemic on our supply chain and geopolitical factors to our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration and severity of the geopolitical factors on the global economy, which are uncertain and cannot be predicted at this time.

v3.24.3
Note 12 - Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 12. Debt

 

Credit Facilities

 

On November 22, 2022, the Subsidiaries entered into the IPSA with Alterna. On November 28, 2022, the Subsidiaries and Alterna entered into a rider to the IPSA, to modify the IPSA to, among other things, provide a credit facility for up to 75% of net orderly liquidation value of inventory, not to exceed 100% of the eligible accounts receivable balance. The IPSA, which provides for a one-year Line of Credit with a maximum capacity of up to $15 million, unless canceled by either party, as provided in the agreement, was renewed in November 2023. The Line of Credit bears an interest rate of Prime plus 1.85%. The effective borrowing rate under the IPSA was 10.10% as of September 30, 2024. Interest and related servicing fees for the three and nine months ended September 30, 2024, were approximately $18 and $356, respectively. Under the arrangement, the Company may transfer eligible short-term trade receivables to the conduit, with full recourse, on a daily basis in exchange for cash. Generally, at the transfer date, the Company may receive cash equal to approximately 85% of the value of the transferred receivables. The Company accounts for the transfers of receivables as a secured borrowing due to the Company’s continuing involvement with the accounts receivable.

 

The Company used approximately $4.5 million of IPSA funding to repay the outstanding balance of the previous credit facility with JP Morgan Chase Bank, N.A. (“JPMC”), which expired on January 31, 2023.

 

During the three and nine months ended September 30, 2024, the Company transferred receivables having an aggregate face value of $19.5 and $54.9, respectively, to the conduit and received proceeds of approximately $17.4 and $46.4, respectively, which also includes draws on available inventory funding. There were no losses incurred on these transfers during the three and nine months ended September 30, 2024.

 

As of September 30, 2024, there were no outstanding borrowings under the IPSA and the outstanding principal amount of receivables transferred under the IPSA amounted to $7.9 million. On October 30, 2024, the Company entered into a new Line of Credit agreement with Fifth Third Bank, N.A (see Note 14) and terminated the Alterna IPSA Line of Credit.

 

Notes Payable

 

On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of the Company, and JPMC, as a lender, entered into a Master Loan Agreement in the amount of $743 to finance various items of manufacturing equipment (the “JPMC Credit Agreement”). The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement. This note payable was paid in full on June 27, 2023.

 

On September 25, 2019, BK Technologies, Inc., a wholly owned subsidiary of the Company, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association, as a lender, entered into a Master Loan Agreement in the amount of $425 to finance various items of manufacturing equipment. The loan was collateralized by the equipment purchased using the proceeds. The Master Loan Agreement was payable in 60 equal monthly principal and interest payments of approximately $8 beginning on October 25, 2019, was scheduled to mature on September 25, 2024, and bore a fixed interest rate of 5.11%.  This note payable was paid in full on June 24, 2024.

 

v3.24.3
Note 13 - Leases
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Lessor, Operating Leases [Text Block]

Note 13. Leases

 

The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases.” The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

 

As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

 

The Company leases approximately 54,000 square feet (not in thousands) of industrial space in West Melbourne, Florida, under a non-cancellable operating lease. The lease has an expiration date of June 30, 2027. The lease terms include an option to extend the lease agreement for an additional five (5) year term.  Annual rental, maintenance, and tax expenses for the facility are approximately $491.

 

In February 2020, the Company entered into a lease for 6,857 square feet (not in thousands) of office space at Sawgrass Technology Park, 1619 NW 136th Avenue in Sunrise, Florida, for a period of 64 months commencing July 1, 2020. Annual rental, maintenance, and tax expenses for the facility will be approximately $196 for the first year, increasing by approximately 3% for each subsequent 12-month period.

 

Lease costs consisted of the following:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Operating lease cost

 $136  $135  $406  $407 

Variable lease cost

  33   33   100   99 

Total lease cost

 $169  $168  $506  $506 

 

Supplemental cash flow information related to leases was as follows:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows (fixed payments)

 $155  $149  $455  $445 

Operating cash flows (liability reduction)

 $135  $123  $390  $360 
                 

ROU assets obtained in exchange for lease obligations:

                

Operating leases

 $4  $  $27  $ 

 

Other information related to operating leases was as follows:

 

  

September 30, 2024

 

Weighted average remaining lease term (in years)

  2.59 

Weighted average discount rate

  5.50%

 

Maturity of lease liabilities as of September 30, 2024, were as follows:

 

  

September 30, 2024

 

Remaining three months of 2024

 $157 

2025

  624 

2026

  486 

2027

  248 

2028

  5 

Thereafter

  3 

Total payments

  1,523 

Less: imputed interest

  (101)

Total present value of lease liabilities

 $1,422 

 

v3.24.3
Note 14 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

 

14. Subsequent Events

 

On October 30, 2024, BK Technologies, Inc., a wholly owned subsidiary of the Company, as the borrower, entered into a new credit facility with Fifth Third Bank, National Association, as the lender (the “Fifth Third Credit Agreement”).  The Fifth Third Credit Agreement provides for a one-year revolving line of credit with a maximum commitment of $6 million, with an accordion feature, if certain conditions are met, for up to an additional $4 million of borrowing capacity, totaling a maximum commitment of $10 million.  Each advance shall accrue interest on the outstanding principal amount thereof at a rate of SOFR plus 2.5% per annum. 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.

 

BK Technologies, Inc.’s repayment obligations under the credit facility are guaranteed by the Company and RELM Communications, Inc. and secured by a pledge of essentially all of the assets of BK Technologies, Inc., the Company and RELM Communications, Inc. (collectively, the “Loan Parties”).

 

The Loan Parties are subject to customary negative covenants, including with respect to their ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions. BK Technologies, Inc. must also comply with a maximum total funded debt ratio of 2.00 to 1.00 and a minimum fixed charge coverage ratio of 1.20 to 1.00, each measured at the end of every fiscal quarter.

 

v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

PART II - OTHER INFORMATION

Rule 10b5-1 Arrangement Terminated [Flag] false
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024, and 2023, 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, 2023, 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, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. The results of operations for the three and nine months ended September 30, 2024, and 2023, are not necessarily indicative of the operating results for a full year.

 

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

 

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

 

The Company consolidates entities in which it has a controlling financial interest. 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, Policy [Policy Text Block]

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, investments, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of September 30, 2024, and December 31, 2023, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

 

Effective September 14, 2022, the Company had an investment in Series B common membership interests of FG Financial Holdings, LLC (“FG Holdings LLC”). As further discussed in Note 7, the Company recorded the investment according to guidance provided by ASC 820 “Fair Value Measurement,” as the Company did not have a controlling financial interest in, nor exerted significant influence over the activities of FG Holdings LLC. The investment in Series B common membership interests of FG Holdings LLC was reported using the net asset value (“NAV”) of interests held by the Company at period-end. The NAV was calculated using the observable fair value of the underlying stock of Fundamental Global Inc. (Nasdaq: FGF) held by FG Holdings LLC, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in the operating agreement of FG Holdings LLC. The NAV was used as a practical expedient and has not been classified within the fair value hierarchy.

 

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) in FG Holdings LLC and withdrew from FG Holdings LLC. In exchange for the Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $650 on the date of the transaction and recorded a realized loss of $91 on the investment during the first quarter of 2024. The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080.

 

Liquidity [Policy Text Block]

Liquidity

 

On November 22, 2022, the Company’s wholly owned subsidiaries, BK Technologies, Inc. and RELM Communications, Inc. (the “Subsidiaries”), entered into an Invoice Purchase and Security Agreement (“IPSA”) with Alterna Capital Solutions, LLC (“Alterna”), providing for a one-year line of credit with total maximum funding up to $15 million (the “Line of Credit”). On November 22, 2023, the IPSA was renewed for one more year. The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement (defined below) (see Note 12). The IPSA was paid off in September 2024. On October 30, 2024, the Company entered into a new line of credit agreement with Fifth Third Bank, N.A. (see Note 14).  

 

Management believes that cash and cash equivalents currently available, combined with anticipated cash to be generated from operations, and borrowing ability are sufficient to meet the Company’s working capital requirements in the foreseeable future. The Company generally relies on cash from operations, commercial debt, and equity offerings to the extent available, to satisfy its liquidity needs and to meet its payment obligations. The Company may engage in public or private offerings of equity or debt securities to maintain or increase its liquidity and capital resources. However, financial and economic conditions, including those resulting from the current inflationary environment and current geopolitical tension, could impact our ability to raise capital or debt financing, if needed, on acceptable terms or at all.

 

Stockholders' Equity, Policy [Policy Text Block]

Reverse Stock Split

 

On March 23, 2023, the board of directors (the “Board”) of the Company approved a one (1)-for-five (5) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.60 per share (the “Common Stock”), and on April 4, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change to its Articles of Incorporation to effect the Reverse Stock Split.

 

The Company executed the Reverse Stock Split, which became effective at 5:00 p.m. Eastern Time on April 21, 2023. Shares of Common Stock underlying outstanding stock options and restricted stock units were proportionately reduced, and the respective exercise prices were proportionately increased in accordance with the terms of the agreements governing such securities. Accordingly, all shares and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.  The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

 

v3.24.3
Note 4 - Inventories, Net (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

September 30, 2024

  

December 31, 2023

 

Finished goods

 $3,589  $4,622 

Work in process

  4,117   8,275 

Raw materials

  10,968   11,055 
  $18,674  $23,952 
v3.24.3
Note 8 - Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Stockholders Equity [Table Text Block]
  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2023

  3,867,082  $2,320  $48,602  $(24,209) $(5,402) $21,311 

Common stock issued under restricted stock units

  4,710   3   (3)         

Share-based compensation expense-stock options

        55         55 

Share-based compensation expense-restricted stock units

        121         121 

Treasury shares

              (651)  (651)

Net income

           681      681 

Balance at March 31, 2024

  3,871,792   2,323   48,775   (23,528)  (6,053)  21,517 

Common stock issued under restricted stock units

  6,006   4   (4)         

Share-based compensation expense-stock options

        77         77 

Share-based compensation expense-restricted stock units

        148         148 

Net income

           1,664      1,664 

Balance at June 30, 2024

  3,877,798   2,327   48,996   (21,864)  (6,053)  23,406 

Common stock issued under restricted stock units

  21,327   12   (12)         

Common stock issued - exercised warrants

  6,018   4   (4)         

Share-based compensation expense-stock options

        78         78 

Share-based compensation expense-restricted stock units

        146         146 

Net income

           2,357      2,357 

Balance at September 30, 2024

  3,905,143  $2,343  $49,204  $(19,507) $(6,053) $25,987 
  

Common

  

Common

  

Additional

             
  

Stock

  

Stock

  

Paid-In

  

Accumulated

  

Treasury

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Stock

  

Total

 

Balance at December 31, 2022

  3,686,939  $2,212  $45,304  $(21,979) $(5,402) $20,135 

Common stock issued

  858   1   14         15 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        58         58 

Share-based compensation expense-restricted stock units

        69         69 

Net loss

           (1,270)     (1,270)

Balance at March 31, 2023

  3,689,717   2,214   45,444   (23,249)  (5,402)  19,007 

Common stock issued

  2,661   2   33         35 

Common stock issued under restricted stock units

  1,920   1   (1)         

Share-based compensation expense-stock options

        61         61 

Share-based compensation expense-restricted stock units

        63         63 

Net loss

           (1,340)     (1,340)

Balance at June 30, 2023

  3,694,298   2,217   45,600   (24,589)  (5,402)  17,826 

Common stock issued

  1,254   1   12         13 

Common stock issued under restricted stock units

  27,418   16   (16)         

Share-based compensation expense-stock options

        44         44 

Share-based compensation expense-restricted stock units

        641         641 

Net loss

           90      90 

Balance at September 30, 2023

  3,722,970  $2,234  $46,281  $(24,499) $(5,402) $18,614 
v3.24.3
Note 9 - Income (Loss) Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Numerator:

                

Net income (loss) for basic and diluted earnings per share

 $2,357  $90  $4,702  $(2,520)

Denominator for basic income (loss) per share weighted average shares

  3,539,841   3,411,813   3,536,100   3,404,395 

Effect of dilutive securities:

                

Options, restricted stock units, and warrants

  211,232   33,209   87,141    

Denominator for diluted income (loss) per share weighted average shares

  3,751,073   3,445,022   3,623,241   3,404,395 

Basic income (loss) per share

 $0.67  $0.03  $1.33  $(0.74)

Diluted income (loss) per share

 $0.63  $0.03  $1.30  $(0.74)
v3.24.3
Note 10 - Non-cash Share-based Employee Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
      

Wgt. Avg.

  

Wgt. Avg.

  

Wgt. Avg.

     
      

Exercise

  

Remaining

  

Grant Date

  

Aggregate

 
  

Stock

  

Price ($)

  

Contractual

  

Fair Value

  

Intrinsic

 

As of January 1, 2024

 

Options

  

Per Share

  

Life (Years)

  

($) Per Share

  

Value ($)

 

Outstanding

  202,600   14.76   7.60   5.94   37,773 

Vested

  105,313   16.01   6.80   5.78   9,661 

Nonvested

  97,287   13.41   8.74   6.12   28,112 
                     

Period activity

                    

Issued

  115,900   12.31      7.29    

Exercised

               

Forfeited

  27,200   16.25      6.98    

Expired

               
                     

As of September 30, 2024

                    

Outstanding

  291,300   13.65   7.96   6.38   2,399,704 

Vested

  114,840   15.11   6.58   5.48   798,417 

Nonvested

  176,460   1,270   8.86   6.97   1,601,287 
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]
      

Weighted Average

 
  

Number of

  

Grant Date

 
  

Shares

  

Price per Share

 

Unvested as of January 1, 2024

  19,587  $13.22 

Granted

  55,102   11.72 

Vested and issued

  (32,045)  11.73 

Cancelled/forfeited

      

Unvested as of September 30, 2024

  42,644  $12.39 
v3.24.3
Note 13 - Leases (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Lease, Cost [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Operating lease cost

 $136  $135  $406  $407 

Variable lease cost

  33   33   100   99 

Total lease cost

 $169  $168  $506  $506 
  

September 30, 2024

 

Weighted average remaining lease term (in years)

  2.59 

Weighted average discount rate

  5.50%
Lessee, Operating Lease, Supplemental Cash Flow Information [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2024

  

September 30, 2023

  

September 30, 2024

  

September 30, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows (fixed payments)

 $155  $149  $455  $445 

Operating cash flows (liability reduction)

 $135  $123  $390  $360 
                 

ROU assets obtained in exchange for lease obligations:

                

Operating leases

 $4  $  $27  $ 
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]
  

September 30, 2024

 

Remaining three months of 2024

 $157 

2025

  624 

2026

  486 

2027

  248 

2028

  5 

Thereafter

  3 

Total payments

  1,523 

Less: imputed interest

  (101)

Total present value of lease liabilities

 $1,422 
v3.24.3
Note 1 - Condensed Consolidated Financial Statements (Details Textual)
$ / shares in Units, $ in Thousands
3 Months Ended
Jan. 25, 2024
USD ($)
shares
Nov. 22, 2023
Mar. 23, 2023
$ / shares
Nov. 22, 2022
USD ($)
Mar. 31, 2024
USD ($)
Sep. 30, 2024
$ / shares
shares
Dec. 31, 2023
$ / shares
shares
Treasury Stock, Shares, Acquired (in shares) | shares 52,000            
Treasury Stock, Value, Acquired, Cost Method $ 650       $ 651    
Treasury Stock, Common, Shares (in shares) | shares 342,080         342,080 290,080
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares     $ 0.6     $ 0.6 $ 0.6
Reverse Stock Split [Member]              
Stockholders' Equity Note, Stock Split, Conversion Ratio     5        
Alterna Capital Solutions, LLC [Member] | Invoice Purchase and Security Agreement [Member]              
Line of Credit Facility, Expiration Period (Year)   1 year   1 year      
Line of Credit Facility, Maximum Borrowing Capacity       $ 15,000      
FG Holdings LLC. [Member]              
Realized Investment Gains (Losses) $ (91)            
v3.24.3
Note 2 - Significant Events and Transactions (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Nov. 06, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Stock Issued During Period, Shares, New Issues (in shares)   1,254    
Stock Issued During Period, Value, New Issues   $ 13 $ 35 $ 15
East West Warrants [Member]        
Warrants and Rights Outstanding, Term (Year) 5 years      
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) 135,300      
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) $ 15      
Proceeds from Issuance of Warrants, Gross $ 1,000      
Proceeds from Issuance of Warrants, Reduction From Extinguishment of Accounts Payable 950      
Proceeds from Issuance of Warrants, Reduction for Obsolete Inventory $ 50      
Stock Purchase Agreement With East West Manufacturing, LLC [Member]        
Stock Issued During Period, Shares, New Issues (in shares) 77,520      
Stock Issued During Period, Value, New Issues $ 1,000      
Shares Issued, Price Per Share (in dollars per share) $ 12.9      
v3.24.3
Note 3 - Allowance for Credit Losses (Details Textual) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss, Current $ 122 $ 50
Accounts Receivable, before Allowance for Credit Loss, Current $ 9,467 $ 7,952
v3.24.3
Note 4 - Inventories, Net (Details Textual) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory Valuation Reserves $ 1,354 $ 1,838
v3.24.3
Note 4 - Inventories, Net - Schedule of Current Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finished goods $ 3,589 $ 4,622
Work in process 4,117 8,275
Raw materials 10,968 11,055
Inventory, Net $ 18,674 $ 23,952
v3.24.3
Note 5 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Expense (Benefit) $ 247 $ 0 $ 488 $ 0  
Deferred Income Tax Assets, Net 4,116   4,116   $ 4,116
Deferred Tax Assets, Valuation Allowance $ 4,365   $ 4,365   $ 4,398
v3.24.3
Note 6 - Capitalized Product Development Costs (Details Textual)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Research and Development Asset Acquired in Transaction Other than Business Combination or Joint Venture Formation, Capitalized Cost $ 321 $ 751
In Process Research and Development [Member]    
Finite-Lived Intangible Asset, Useful Life (Year) 10 years 10 years
v3.24.3
Note 7 - Investments (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Jan. 25, 2024
Mar. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Treasury Stock, Shares, Acquired (in shares) 52,000      
Treasury Stock, Value, Acquired, Cost Method $ 650 $ 651    
Treasury Stock, Common, Shares (in shares) 342,080   342,080 290,080
Series A Preferred Stock [Member] | FG Holdings LLC. [Member]        
Preferred Stock, Dividend Rate, Percentage 8.00%      
Preferred Stock, Total Return, Percentage of Positive Profits 20.00%      
Series B Preferred Stock [Member] | FG Holdings LLC. [Member]        
Stock Issued During Period, Periodic Return on Investment, Percentage 1.5      
FG Holdings LLC. [Member]        
Realized Investment Gains (Losses) $ (91)      
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments     $ 0  
Investment Owned, Balance, Shares (in shares)       5,666,111
Equity Method Investment, Ownership Percentage       55.00%
v3.24.3
Note 8 - Stockholder's Equity - Schedule of Stockholder's Equity (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 25, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Balance   $ 23,406 $ 21,517 $ 21,311 $ 17,826 $ 19,007 $ 20,135 $ 21,311 $ 20,135
Common stock issued under restricted stock units (in shares)         27,418        
Common stock issued under restricted stock units   0     $ 0        
Share-based compensation expense-stock options   78 77 55 44 61 58    
Share-based compensation expense-restricted stock units   146 148 121 641 63 69    
Treasury shares $ (650)     (651)          
Net income (loss)   2,357 1,664 681 $ 90 (1,340) (1,270) 4,702 $ (2,520)
Common stock issued - exercised warrants   0              
Balance (in shares)         3,722,970       3,722,970
Balance   $ 25,987 23,406 21,517 $ 18,614 17,826 19,007 $ 25,987 $ 18,614
Common stock issued (in shares)         1,254        
Common stock issued         $ 13 35 15    
Restricted Stock Units (RSUs) [Member]                  
Common stock issued under restricted stock units     $ 0 $ 0   $ 0 $ 0    
Common Stock [Member]                  
Balance (in shares)   3,877,798 3,871,792 3,867,082 3,694,298 3,689,717 3,686,939 3,867,082 3,686,939
Balance   $ 2,327 $ 2,323 $ 2,320 $ 2,217 $ 2,214 $ 2,212 $ 2,320 $ 2,212
Common stock issued under restricted stock units (in shares)   21,327              
Common stock issued under restricted stock units   $ 12     16        
Share-based compensation expense-stock options   0 0 0 0 0 0    
Share-based compensation expense-restricted stock units   0 0 0 0 0 0    
Net income (loss)   $ 0 $ 0 $ 0 0 $ 0 $ 0    
Common stock issued - exercised warrants (in shares)   6,018              
Common stock issued - exercised warrants   $ 4              
Balance (in shares)   3,905,143 3,877,798 3,871,792   3,694,298 3,689,717 3,905,143  
Balance   $ 2,343 $ 2,327 $ 2,323 2,234 $ 2,217 $ 2,214 $ 2,343 2,234
Common stock issued (in shares)           2,661 858    
Common stock issued         1 $ 2 $ 1    
Common Stock [Member] | Restricted Stock Units (RSUs) [Member]                  
Common stock issued under restricted stock units (in shares)     6,006 4,710   1,920 1,920    
Common stock issued under restricted stock units     $ 4 $ 3   $ 1 $ 1    
Additional Paid-in Capital [Member]                  
Balance   48,996 48,775 48,602 45,600 45,444 45,304 48,602 45,304
Common stock issued under restricted stock units   (12)     (16)        
Share-based compensation expense-stock options   78 77 55 44 61 58    
Share-based compensation expense-restricted stock units   146 148 121 641 63 69    
Treasury shares       0          
Net income (loss)   0 0 0 0 0 0    
Common stock issued - exercised warrants   (4)              
Balance   49,204 48,996 48,775 46,281 45,600 45,444 49,204 46,281
Common stock issued         12 33 14    
Additional Paid-in Capital [Member] | Restricted Stock Units (RSUs) [Member]                  
Common stock issued under restricted stock units     (4) (3)   (1) (1)    
Retained Earnings [Member]                  
Balance   (21,864) (23,528) (24,209) (24,589) (23,249) (21,979) (24,209) (21,979)
Common stock issued under restricted stock units   0     0        
Share-based compensation expense-stock options   0 0 0 0 0 0    
Share-based compensation expense-restricted stock units   0 0 0 0 0 0    
Treasury shares       0          
Net income (loss)   2,357 1,664 681 90 (1,340) (1,270)    
Common stock issued - exercised warrants   0              
Balance   (19,507) (21,864) (23,528) (24,499) (24,589) (23,249) (19,507) (24,499)
Common stock issued         0 0 0    
Retained Earnings [Member] | Restricted Stock Units (RSUs) [Member]                  
Common stock issued under restricted stock units     0 0   0 0    
Treasury Stock, Common [Member]                  
Balance   (6,053) (6,053) (5,402) (5,402) (5,402) (5,402) (5,402) (5,402)
Common stock issued under restricted stock units   0     0        
Share-based compensation expense-stock options   0 0 0 0 0 0    
Share-based compensation expense-restricted stock units   0 0 0 0 0 0    
Treasury shares       (651)          
Net income (loss)   0 0 0 0 0 0    
Common stock issued - exercised warrants   0              
Balance   $ (6,053) (6,053) (6,053) (5,402) (5,402) (5,402) $ (6,053) $ (5,402)
Common stock issued         $ 0 0 0    
Treasury Stock, Common [Member] | Restricted Stock Units (RSUs) [Member]                  
Common stock issued under restricted stock units     $ 0 $ 0   $ 0 $ 0    
v3.24.3
Note 9 - Income (Loss) Per Share (Details Textual) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2023
Share-Based Payment Arrangement, Option [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 21,700 168,600 224,600
Restricted Stock Units (RSUs) [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 20,435 28,569 29,381
v3.24.3
Note 9 - Income (Loss) Per Share - Schedule Of Computation Of Basic And Diluted Income Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Net income (loss) for basic and diluted earnings per share $ 2,357 $ 1,664 $ 681 $ 90 $ (1,340) $ (1,270) $ 4,702 $ (2,520)
Denominator for basic income (loss) per share weighted average shares (in shares) 3,539,841     3,411,813     3,536,100 3,404,395
Options, restricted stock units, and warrants (in shares) 211,232     33,209     87,141 0
Denominator for diluted income (loss) per share weighted average shares (in shares) 3,751,073     3,445,022     3,623,241 3,404,395
Basic income (loss) per share (in dollars per share) $ 0.67     $ 0.03     $ 1.33 $ (0.74)
Diluted income (loss) per share (in dollars per share) $ 0.63     $ 0.03     $ 1.3 $ (0.74)
v3.24.3
Note 10 - Non-cash Share-based Employee Compensation (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Restricted Stock Units (RSUs) [Member]        
Share-Based Payment Arrangement, Expense $ 146 $ 641 $ 415 $ 773
Employee And Nonemployee Director [Member] | Share-Based Payment Arrangement, Option [Member]        
Share-Based Payment Arrangement, Expense 78 44 210 163
Share-Based Payment Arrangement, Amount Capitalized $ 0 $ 0 $ 0 $ 0
v3.24.3
Note 10 - Non-Cash Share-Based Employee Compensation - Schedule of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Outstanding, Stock Options (in shares) 202,600  
Outstanding, Weighted Average Exercise Price per Share (in dollars per share) $ 14.76  
Outstanding, Weighted Average Remaining Contractual Life (Year) 7 years 11 months 15 days 7 years 7 months 6 days
Outstanding, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 5.94  
Outstanding, Aggregate Intrinsic Value $ 2,399,704 $ 37,773
Vested, Stock Options (in shares) 105,313  
Vested, Weighted Average Exercise Price per Share (in dollars per share) $ 16.01  
Vested, Weighted Average Remaining Contractual Life (Year) 6 years 6 months 29 days 6 years 9 months 18 days
Vested, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 5.78  
Vested, Aggregate Intrinsic Value $ 798,417 $ 9,661
Nonvested, Stock Options (in shares) 97,287  
Nonvested, Weighted Average Exercise Price per Share (in dollars per share) $ 13.41  
Nonvested, Weighted Average Remaining Contractual Life (Year) 8 years 10 months 9 days 8 years 8 months 26 days
Nonvested, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 6.12  
Nonvested, Aggregate Intrinsic Value $ 1,601,287 $ 28,112
Issued, Stock Options (in shares) 115,900  
Issued, Weighted Average Exercise Price per Share (in dollars per share) $ 12.31  
Issued, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 7.29  
Exercised, Stock Options (in shares) 0  
Exercised, Weighted Average Exercise Price per Share (in dollars per share) $ 0  
Exercised, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 0  
Forfeited, Stock Options (in shares) 27,200  
Forfeited, Weighted Average Exercise Price per Share (in dollars per share) $ 16.25  
Forfeited, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 6.98  
Expired, Stock Options (in shares) 0  
Expired, Weighted Average Exercise Price per Share (in dollars per share) $ 0  
Expired, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 0  
Outstanding , Stock Options (in shares) 291,300 202,600
Outstanding, Weighted Average Exercise Price per Share (in dollars per share) $ 13.65 $ 14.76
Outstanding, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 6.38 $ 5.94
Vested, Stock Options (in shares) 114,840 105,313
Vested, Weighted Average Exercise Price per Share (in dollars per share) $ 15.11 $ 16.01
Vested, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 5.48 $ 5.78
Nonvested, Stock Options (in shares) 176,460 97,287
Nonvested, Weighted Average Exercise Price per Share (in dollars per share) $ 1,270 $ 13.41
Nonvested, Weighted Average Grant Date Fair Value per Share (in dollars per share) $ 6.97 $ 6.12
v3.24.3
Note 10 - Non-cash Share-based Employee Compensation - Summary of Non-vested Restricted Stock (Details) - Restricted Stock Units (RSUs) [Member]
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Unvested, Number of Shares (in shares) | shares 19,587
Unvested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 13.22
Granted, Number of Shares (in shares) | shares 55,102
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 11.72
Vested and issued, Number of Shares (in shares) | shares (32,045)
Vested and issued, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 11.73
Cancelled/forfeited, Number of Shares (in shares) | shares 0
Cancelled/forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 0
Unvested, Number of Shares (in shares) | shares 42,644
Unvested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 12.39
v3.24.3
Note 11 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer, Including Assessed Tax $ 20,179 $ 20,069 $ 58,664 $ 57,786
United States Government Agencies [Member]        
Revenue from Contract with Customer, Including Assessed Tax 7,896 12,142 23,879 29,571
Accounts Receivable, after Allowance for Credit Loss $ 1,997 $ 4,280 $ 1,997 $ 4,280
United States Government Agencies [Member] | Revenue Benchmark [Member] | Government Contracts Concentration Risk [Member]        
Concentration Risk, Percentage 39.10% 60.50% 40.70% 51.20%
Inventories [Member]        
Purchase Obligation $ 7,285   $ 7,285  
v3.24.3
Note 12 - Debt (Details Textual)
$ in Thousands
3 Months Ended 9 Months Ended
Nov. 22, 2023
Jan. 01, 2023
USD ($)
Nov. 22, 2022
USD ($)
Sep. 25, 2019
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Apr. 06, 2021
USD ($)
Alterna Capital Solutions, LLC [Member] | Accounts Receivable [Member]              
Transferred Receivables, Face Value         $ 19,500 $ 54,900  
Proceeds from Exchange of Short-Term Trade Receivables         17,400 46,400  
Gain/(Loss) on Exchange of Short-Term Trade Receivables         $ 0 $ 0  
Alterna Capital Solutions, LLC [Member] | Invoice Purchase and Security Agreement [Member]              
Line of Credit Facility, Borrowing Capacity, Percentage of Net Orderly Liquidation Value     75.00%        
Line of Credit Facility, Borrowing Capacity, Maximum Percentage of Eligible Account Balances     100.00%        
Line of Credit Facility, Expiration Period (Year) 1 year   1 year        
Line of Credit Facility, Maximum Borrowing Capacity     $ 15,000        
Debt Instrument, Interest Rate, Stated Percentage     1.85%        
Debt Instrument, Interest Rate, Effective Percentage         10.10% 10.10%  
Debt Instrument, Interest Expense and Related Servicing Fees         $ 18 $ 356  
Transferred Short-Term Trade Receivable to Cash, Percentage     85.00%        
Long-Term Line of Credit         0 0  
Alterna Capital Solutions, LLC [Member] | Invoice Purchase and Security Agreement [Member] | Accounts Receivable [Member]              
Secured Borrowings, Gross Including Not Subject to Master Netting Arrangement         $ 7,900 $ 7,900  
JP Morgan Chase Bank, N.A. [Member] | Notes Payable to Banks [Member]              
Repayments of Lines of Credit   $ 4,500          
Debt Instrument, Face Amount             $ 743
U.S. Bank Equipment Finance [Member] | Notes Payable to Banks [Member]              
Debt Instrument, Interest Rate, Stated Percentage       5.11%      
Debt Instrument, Face Amount       $ 425      
Debt Instrument, Number of Payments for Principal and Interest       60      
Debt Instrument, Periodic Payment       $ 8      
v3.24.3
Note 13 - Leases (Details Textual)
$ in Thousands
1 Months Ended 6 Months Ended 9 Months Ended
Feb. 29, 2020
ft²
Dec. 31, 2020
USD ($)
Sep. 30, 2024
USD ($)
ft²
Industrial Space in West Melbourne, Florida [Member]      
Area of Real Estate Property (Square Foot) | ft²     54,000
Lessee, Operating Lease, Term of Contract (Year)     5 years
Lessee, Operating Lease, Annual Rental, Maintenance, and Tax Expense | $     $ 491
Office Space at Sawgrass Technology Park [Member]      
Area of Real Estate Property (Square Foot) | ft² 6,857    
Lessee, Operating Lease, Term of Contract (Year) 64 months    
Lessee, Operating Lease, Annual Rental, Maintenance, and Tax Expense | $   $ 196  
Lessee, Operating Lease, Annual Percentage Increase in Rental, Maintenance, and Tax Expenses 3.00%    
v3.24.3
Note 13 - Leases - Schedule of Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating lease cost $ 136 $ 135 $ 406  
Total lease cost   $ 169 $ 168 $ 506
Weighted average remaining lease term (in years) (Year) 2 years 7 months 2 days   2 years 7 months 2 days  
Weighted average discount rate 5.50%   5.50%  
v3.24.3
Note 13 - Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating cash flows (fixed payments) $ 155 $ 149 $ 455 $ 445
Operating cash flows (liability reduction) 135 123 390 360
Operating leases $ 4 $ 0 $ 27 $ 0
v3.24.3
Note 13 - Leases - Schedule of Operating Lease Liabilities Maturity Payments (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Remaining three months of 2024 $ 157
2025 624
2026 486
2027 248
2028 5
Thereafter 3
Total payments 1,523
Less: imputed interest (101)
Total present value of lease liabilities $ 1,422
v3.24.3
Note 14 - Subsequent Events (Details Textual) - Revolving Credit Facility [Member] - Fifth Third Credit Agreement [Member] - Subsequent Event [Member]
$ in Millions
Oct. 31, 2024
USD ($)
Debt Instrument, Term (Year) 1 year
Line of Credit Facility, Maximum Borrowing Capacity $ 6
Line of Credit Facility, Maximum Borrowing Capacity, Accordion Feature 4
Line of Credit Facility, Maximum Borrowing Capacity, Including Accordion Feature, Total $ 10
Debt Instrument, Interest Rate, Stated Percentage 2.50%
Debt Instrument, Covenant, Total Funded Debt Ratio 2
Debt Instrument, Covenant, Fixed Charge Ratio 1.2

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