[10-Q] BK Technologies Corporation Quarterly Earnings Report
BK Technologies (BKTI) reported improved quarterly results for the three months ended June 30, 2025, with net sales of $21.165 million (up 4.5% year-over-year) and six-month sales of $40.219 million. Gross margin expanded to 47.4% from 37.3% a year earlier, driven by radio product and accessories mix and material cost improvements tied to manufacturing transition. Operating income for the quarter was $3.997 million and net income was $3.741 million ($1.03 basic, $0.96 diluted), versus $1.664 million a year ago.
Liquidity strengthened with cash and cash equivalents of $11.853 million and working capital of about $28.9 million. Backlog was approximately $16.0 million. The company disclosed a material weakness in internal control over the income tax provision and is implementing remediation steps, including third-party assistance and enhanced review procedures.
BK Technologies (BKTI) ha comunicato risultati trimestrali migliorati per i tre mesi chiusi il 30 giugno 2025, con ricavi netti di $21.165 million (in aumento del 4,5% su base annua) e vendite semestrali pari a $40.219 million. Il margine lordo è salito al 47,4% rispetto al 37,3% dell'anno precedente, trainato dalla composizione di prodotti radio e accessori e dai miglioramenti dei costi dei materiali legati alla transizione produttiva. L'utile operativo del trimestre è stato di $3.997 million e l'utile netto di $3.741 million (utile base per azione $1.03, diluito $0.96), rispetto a $1.664 million un anno fa.
La liquidità si è rafforzata con disponibilità liquide di $11.853 million e capitale circolante di circa $28.9 million. Il portafoglio ordini era di circa $16.0 million. La società ha rilevato una carenza significativa nel controllo interno relativo alla contabilizzazione delle imposte sul reddito e sta adottando misure correttive, tra cui assistenza di consulenti esterni e procedure di revisione potenziate.
BK Technologies (BKTI) informó resultados trimestrales mejorados para los tres meses terminados el 30 de junio de 2025, con ventas netas de $21.165 million (un 4,5% más interanual) y ventas en seis meses de $40.219 million. El margen bruto se amplió al 47,4% desde el 37,3% del año anterior, impulsado por la mezcla de productos de radio y accesorios y mejoras en los costos de materiales vinculadas a la transición manufacturera. El ingreso operativo del trimestre fue de $3.997 million y el ingreso neto de $3.741 million ($1.03 basic, $0.96 diluted), frente a $1.664 million hace un año.
La liquidez se fortaleció con efectivo y equivalentes por $11.853 million y capital de trabajo de aproximadamente $28.9 million. La cartera de pedidos era aproximadamente $16.0 million. La compañía divulgó una debilidad material en el control interno sobre la provisión del impuesto sobre la renta y está implementando medidas de remediación, incluida la asistencia de terceros y procedimientos de revisión reforzados.
BK Technologies (BKTI)는 2025년 6월 30일 종료된 분기에 대해 개선된 실적을 발표했으며, 순매출은 $21.165 million(전년 동기 대비 4.5% 증가), 6개월 누적 매출은 $40.219 million이었다. 총이익률은 라디오 제품 및 액세서리 믹스와 제조 전환에 따른 자재비 개선으로 전년의 37.3%에서 47.4%로 확대되었다. 이번 분기 영업이익은 $3.997 million, 순이익은 $3.741 million (주당기본 $1.03, 희석 $0.96)로 전년의 $1.664 million에서 증가했다.
현금 및 현금성자산은 $11.853 million으로 유동성이 강화되었고, 운전자본은 약 $28.9 million이었다. 수주잔고는 약 $16.0 million이었다. 회사는 소득세 충당금 관련 내부 통제에서 중대한 결함(material weakness)을 공시했으며, 제3자 지원 및 검토절차 강화 등 시정조치를 시행하고 있다.
BK Technologies (BKTI) a annoncé des résultats trimestriels améliorés pour les trois mois clos le 30 juin 2025, avec des ventes nettes de $21.165 million (en hausse de 4,5% en glissement annuel) et des ventes sur six mois de $40.219 million. La marge brute s'est établie à 47,4% contre 37,3% un an plus tôt, grâce à la composition produits radio et accessoires et aux améliorations des coûts des matériaux liées à la transition de fabrication. Le résultat d'exploitation du trimestre s'est élevé à $3.997 million et le bénéfice net à $3.741 million (basic $1.03, diluted $0.96), contre $1.664 million l'an dernier.
La liquidité s'est renforcée avec des liquidités et équivalents de $11.853 million et un fonds de roulement d'environ $28.9 million. Le carnet de commandes s'élevait à environ $16.0 million. La société a déclaré une faiblesse matérielle dans le contrôle interne relative à la provision pour impôt sur le revenu et met en œuvre des mesures correctives, notamment l'assistance d'intervenants externes et des procédures de revue renforcées.
BK Technologies (BKTI) meldete verbesserte Quartalsergebnisse für die drei Monate zum 30. Juni 2025 mit einem Nettoumsatz von $21.165 million (plus 4,5% gegenüber dem Vorjahr) und einem Halbjahresumsatz von $40.219 million. Die Bruttomarge stieg auf 47,4% gegenüber 37,3% im Vorjahr, getrieben von der Produkt- und Zubehörmischung im Funkbereich sowie Materialkosteneinsparungen im Zuge des Fertigungsübergangs. Das Betriebsergebnis für das Quartal betrug $3.997 million und der Nettogewinn $3.741 million (basic $1.03, diluted $0.96) gegenüber $1.664 million im Vorjahr.
Die Liquidität verbesserte sich mit liquiden Mitteln von $11.853 million und einem Working Capital von rund $28.9 million. Der Auftragsbestand lag bei etwa $16.0 million. Das Unternehmen gab eine wesentliche Schwäche in der internen Kontrolle über die Ertragssteuer-Rückstellung bekannt und setzt Abhilfemaßnahmen um, darunter externe Unterstützung und verstärkte Prüfverfahren.
- Net income increased to $3.741 million for the quarter, up from $1.664 million a year earlier
- Gross margin expanded to 47.4%, improving substantially from 37.3% year-over-year
- Operating income improved to $3.997 million for the quarter versus $2.025 million in prior year
- Cash and cash equivalents of $11.853 million and working capital of approximately $28.9 million
- Completed manufacturing transition benefits (material cost improvements tied to East West Manufacturing)
- Available credit facility of up to $6.0 million (accordion to $10.0 million) with no borrowings as of period end
- Material weakness in internal control over the income tax provision remains and is not yet remediated
- Backlog declined to approximately $16.0 million from $21.8 million at December 31, 2024
- Concentration risk in receivables and sales: two commercial customers accounted for ~24.8% of net sales (Q2) and three customers were ~45.1% of accounts receivable at June 30, 2025
- Purchase commitments of approximately $12.115 million due in Q3 2025 (inventory commitments)
Insights
TL;DR: Margin expansion and stronger profitability show operational recovery; cash and working capital improved.
BKTI delivered meaningful year-over-year improvement in gross margin (47.4% vs 37.3%) and quadrupled net income relative to the comparable quarter. Revenue growth was modest (+4.5%) but profitability gains reflect favorable product mix and lower material costs after shifting manufacturing. Operating income rose to $3.997 million and operating cash flow strengthened to $6.0 million for the six months. Liquidity appears solid with $11.9 million in cash and an available $6 million revolving credit facility that was unused as of period end.
TL;DR: Operational gains are offset by a disclosed material weakness in income tax provisioning controls that requires remediation.
The company identified a material weakness related to the design and implementation of controls over its income tax provision and management review. Management disclosed planned remediation steps (third-party evaluation, enhanced review processes, use of external consultants) and noted the weakness is not yet remediated. This control deficiency raises risks for timely and accurate tax accounting and could affect investor confidence until effective remediation and testing are completed.
BK Technologies (BKTI) ha comunicato risultati trimestrali migliorati per i tre mesi chiusi il 30 giugno 2025, con ricavi netti di $21.165 million (in aumento del 4,5% su base annua) e vendite semestrali pari a $40.219 million. Il margine lordo è salito al 47,4% rispetto al 37,3% dell'anno precedente, trainato dalla composizione di prodotti radio e accessori e dai miglioramenti dei costi dei materiali legati alla transizione produttiva. L'utile operativo del trimestre è stato di $3.997 million e l'utile netto di $3.741 million (utile base per azione $1.03, diluito $0.96), rispetto a $1.664 million un anno fa.
La liquidità si è rafforzata con disponibilità liquide di $11.853 million e capitale circolante di circa $28.9 million. Il portafoglio ordini era di circa $16.0 million. La società ha rilevato una carenza significativa nel controllo interno relativo alla contabilizzazione delle imposte sul reddito e sta adottando misure correttive, tra cui assistenza di consulenti esterni e procedure di revisione potenziate.
BK Technologies (BKTI) informó resultados trimestrales mejorados para los tres meses terminados el 30 de junio de 2025, con ventas netas de $21.165 million (un 4,5% más interanual) y ventas en seis meses de $40.219 million. El margen bruto se amplió al 47,4% desde el 37,3% del año anterior, impulsado por la mezcla de productos de radio y accesorios y mejoras en los costos de materiales vinculadas a la transición manufacturera. El ingreso operativo del trimestre fue de $3.997 million y el ingreso neto de $3.741 million ($1.03 basic, $0.96 diluted), frente a $1.664 million hace un año.
La liquidez se fortaleció con efectivo y equivalentes por $11.853 million y capital de trabajo de aproximadamente $28.9 million. La cartera de pedidos era aproximadamente $16.0 million. La compañía divulgó una debilidad material en el control interno sobre la provisión del impuesto sobre la renta y está implementando medidas de remediación, incluida la asistencia de terceros y procedimientos de revisión reforzados.
BK Technologies (BKTI)는 2025년 6월 30일 종료된 분기에 대해 개선된 실적을 발표했으며, 순매출은 $21.165 million(전년 동기 대비 4.5% 증가), 6개월 누적 매출은 $40.219 million이었다. 총이익률은 라디오 제품 및 액세서리 믹스와 제조 전환에 따른 자재비 개선으로 전년의 37.3%에서 47.4%로 확대되었다. 이번 분기 영업이익은 $3.997 million, 순이익은 $3.741 million (주당기본 $1.03, 희석 $0.96)로 전년의 $1.664 million에서 증가했다.
현금 및 현금성자산은 $11.853 million으로 유동성이 강화되었고, 운전자본은 약 $28.9 million이었다. 수주잔고는 약 $16.0 million이었다. 회사는 소득세 충당금 관련 내부 통제에서 중대한 결함(material weakness)을 공시했으며, 제3자 지원 및 검토절차 강화 등 시정조치를 시행하고 있다.
BK Technologies (BKTI) a annoncé des résultats trimestriels améliorés pour les trois mois clos le 30 juin 2025, avec des ventes nettes de $21.165 million (en hausse de 4,5% en glissement annuel) et des ventes sur six mois de $40.219 million. La marge brute s'est établie à 47,4% contre 37,3% un an plus tôt, grâce à la composition produits radio et accessoires et aux améliorations des coûts des matériaux liées à la transition de fabrication. Le résultat d'exploitation du trimestre s'est élevé à $3.997 million et le bénéfice net à $3.741 million (basic $1.03, diluted $0.96), contre $1.664 million l'an dernier.
La liquidité s'est renforcée avec des liquidités et équivalents de $11.853 million et un fonds de roulement d'environ $28.9 million. Le carnet de commandes s'élevait à environ $16.0 million. La société a déclaré une faiblesse matérielle dans le contrôle interne relative à la provision pour impôt sur le revenu et met en œuvre des mesures correctives, notamment l'assistance d'intervenants externes et des procédures de revue renforcées.
BK Technologies (BKTI) meldete verbesserte Quartalsergebnisse für die drei Monate zum 30. Juni 2025 mit einem Nettoumsatz von $21.165 million (plus 4,5% gegenüber dem Vorjahr) und einem Halbjahresumsatz von $40.219 million. Die Bruttomarge stieg auf 47,4% gegenüber 37,3% im Vorjahr, getrieben von der Produkt- und Zubehörmischung im Funkbereich sowie Materialkosteneinsparungen im Zuge des Fertigungsübergangs. Das Betriebsergebnis für das Quartal betrug $3.997 million und der Nettogewinn $3.741 million (basic $1.03, diluted $0.96) gegenüber $1.664 million im Vorjahr.
Die Liquidität verbesserte sich mit liquiden Mitteln von $11.853 million und einem Working Capital von rund $28.9 million. Der Auftragsbestand lag bei etwa $16.0 million. Das Unternehmen gab eine wesentliche Schwäche in der internen Kontrolle über die Ertragssteuer-Rückstellung bekannt und setzt Abhilfemaßnahmen um, darunter externe Unterstützung und verstärkte Prüfverfahren.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number:
| BK Technologies Corporation |
| (Exact name of registrant as specified in its charter) |
| | | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| | | |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION |
3 |
||
| Item 1. |
FINANCIAL STATEMENTS |
3 |
|
| Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
17 |
|
| Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
25 |
|
| Item 4. |
CONTROLS AND PROCEDURES |
26 |
|
| PART II - OTHER INFORMATION |
28 |
||
| Item 1A. |
RISK FACTORS |
28 |
|
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
29 |
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| Item 6. |
EXHIBITS |
30 |
|
| SIGNATURES |
31 |
||
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use (ROU) assets | ||||||||
| Deferred tax assets, net | ||||||||
| Capitalized product development cost | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation and related taxes | ||||||||
| Accrued warranty expense | ||||||||
| Accrued other expenses and other current liabilities | ||||||||
| Short-term operating lease liabilities | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Long-term uncertain tax position liability | ||||||||
| Deferred revenue | ||||||||
| Total liabilities | ||||||||
| 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; 4,035,256 and 3,913,959 issued, and 3,693,176 and 3,571,879 outstanding shares as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost, 342,080 shares as of June 30, 2025, and December 31, 2024 | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data) (Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Expenses: | ||||||||||||||||
| Cost of products | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Engineering and product development | ||||||||||||||||
| Marketing and selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total selling, general and administrative expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other (expense) income: | ||||||||||||||||
| Net interest income (expense) | ( | ) | ( | ) | ||||||||||||
| Gain on disposal of property, plant and equipment | ||||||||||||||||
| Loss on investments | ( | ) | ||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income tax (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Net income per share-basic: | $ | $ | $ | $ | ||||||||||||
| Net income per share-diluted: | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding-basic | ||||||||||||||||
| Weighted average shares outstanding-diluted | ||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK Technologies Corporation
Condensed Consolidated Statements of Changes in Equity
(In thousands, except share and per share data) (Unaudited)
| Common |
Common |
Additional |
||||||||||||||||||||||
| Stock |
Stock |
Paid-In |
Accumulated |
Treasury |
||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Stock |
Total |
|||||||||||||||||||
| Balance at December 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Common stock issued under restricted stock units |
( |
) | ||||||||||||||||||||||
| Common stock issued-stock options |
||||||||||||||||||||||||
| Share-based compensation expense-stock options |
— | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units |
— | |||||||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||
| Balance at March 31, 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Common stock issued under restricted stock units |
( |
) | ||||||||||||||||||||||
| Common stock issued-stock options |
||||||||||||||||||||||||
| Common stock issued-warrants exercised |
( |
) | ||||||||||||||||||||||
| Share-based compensation expense-stock options |
— | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units |
— | |||||||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||
| Balance at June 30, 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Common |
Common |
Additional |
||||||||||||||||||||||
| Stock |
Stock |
Paid-In |
Accumulated |
Treasury |
||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Stock |
Total |
|||||||||||||||||||
| Balance at December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Common stock issued under restricted stock units |
( |
) | ||||||||||||||||||||||
| Share-based compensation expense-stock options |
— | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units |
— | |||||||||||||||||||||||
| Treasury shares |
— | ( |
) | ( |
) | |||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||
| Balance at March 31, 2024 |
( |
) | ( |
) | ||||||||||||||||||||
| Common stock issued under restricted stock units |
( |
) | ||||||||||||||||||||||
| Share-based compensation expense-stock options |
— | |||||||||||||||||||||||
| Share-based compensation expense-restricted stock units |
— | |||||||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||
| Balance at June 30, 2024 |
( |
) | ( |
) | ||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Inventories allowances | ||||||||
| Allowance for credit losses | ||||||||
| Amortization of deferred finance and other assets | ||||||||
| Deferred tax benefit | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense-stock options | ||||||||
| Share-based compensation expense-restricted stock units | ||||||||
| Loss on investments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Other assets | ( | ) | ||||||
| ROU assets and lease liabilities | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Long-term uncertain tax position liability | ||||||||
| Accrued compensation and related taxes | ( | ) | ||||||
| Accrued warranty expense | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Accrued other expenses and other current liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Capitalized product development cost | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from common stock issuance | ||||||||
| Proceeds from the credit facility and notes payable | ||||||||
| Repayment of the credit facility and notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash financing activity | ||||||||
| Common stock issued under restricted stock units | $ | $ | ||||||
| Cashless exercise of stock options, warrants and related conversion of net shares to stockholders' equity | $ | $ | ||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
BK TECHNOLOGIES CORPORATION
Notes to Condensed Consolidated Financial Statements
Three and Six Months Ended June 30, 2025 and 2024
Unaudited
(In thousands, except share and per share data and percentages or as otherwise noted)
Note 1. Condensed Consolidated Financial Statements
Basis of Presentation
The condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations for the three and six months ended June 30, 2025, and 2024, the condensed consolidated statement of changes in equity for the three and six months ended June 30, 2025, and 2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 2025, and 2024, 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, 2024, 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, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025. The results of operations for the three and six months ended June 30, 2025, and 2024, are not necessarily indicative of the operating results for a full year.
Principles of Consolidation
The accounts of the Company have been included in the accompanying condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company consolidates entities in which it has a controlling financial interest. When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies (generally defined as owning a voting or economic interest of between 20% to 50%), the Company’s investment is accounted for under the equity method of accounting. If the Company does not have a controlling financial interest in, or exert significant influence over, an entity, the Company accounts for its investment at fair value, if the fair value option was elected or at cost.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of June 30, 2025, and December 31, 2024, 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”). 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
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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company will adopt the ASU and will make the applicable disclosure, as required, on its Annual Report Form 10-K for the year ended December 31, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material effect on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update to improve income statement expenses disclosures. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
Segment Reporting Disclosures
The Company has one reportable segment - Land Mobile Radio (LMR) Products and Solutions.
The LMR segment provides radio devices that are hand-held (portable) or installed in vehicles (mobile) and operate on private radio systems that are Project 25 ("P25") compliant. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis.
The LMR radio products are used by public safety agencies of the federal government, state and local municipality P25 compliant radio systems. The radio systems operate on frequencies managed by the Federal Communications Commission (FCC). The Company’s chief operating decision maker is the senior executive committee that includes the chief technology officer, chief financial officer, and the chief executive officer.
The accounting policies of the LMR segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the LMR segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the LMR segment or into other parts of the entity, the development of public safety applications utilizing cellular technology or for acquisitions. Net income is used to monitor budget versus actual results. The chief operating decision maker also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The table below summarizes the significant categories regularly reviewed by the chief operating decision maker for the three and six months ended June 30, 2025, and 2024, respectively:
| Three Months Ended | Six Months Ended | |||||||||||||||
| 06/30/2025 | 06/30/2024 | 06/30/2025 | 06/30/2024 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Cost of products | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Engineering and product development | ||||||||||||||||
| Marketing and selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other (expense) income (a) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax (expense) benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment net income | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit | ||||||||||||||||
| Adjustments and reconciling item | ||||||||||||||||
| Loss on investments | ( | ) | ||||||||||||||
| Consolidated net income | $ | $ | $ | $ | ||||||||||||
Note 2. Significant Events and Transactions
As we continue to move forward into 2025 the Solutions business unit will continue to expand to include public safety solutions that provide for improved interoperability which will make the first responder safer and more efficient when operating in the field. The new Solutions business will also continue to build a portfolio of solutions under a new brand, BK ONE. BK ONE includes SaaS solutions such as InteropONE as well as future software and hardware applications.
On October 30, 2024, a wholly owned subsidiary of the Company entered into a new credit facility with Fifth Third Bank, National Association, which provides for a one-year revolving line of credit with a maximum commitment of $
.
Note 3. Allowance for Credit Losses
The allowance for credit losses on trade receivables was approximately $
Note 4. Inventories, Net
Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value. The allowances were approximately $
Note 5. Income Taxes
For the three and six months ended June 30, 2025, the Company recorded an income tax expense of $
For the three and six months ended June 30, 2024, the Company recorded an income tax expense of $
Note 5. Income Taxes (continued)
Based on our analysis of all available evidence, both positive and negative, we have concluded that, except for the capital loss carryforward of approximately $
Should the factors underlying management’s analysis change, future valuation adjustments to the Company’s net deferred tax assets may be necessary. If future losses are incurred, it may be necessary to record an additional valuation allowance related to the Company’s net deferred tax assets recorded as of June 30, 2025. The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.
The Company performed a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by GAAP. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return that has not been reflected in measuring income tax expense for financial reporting purposes.
On July 4, 2025, the U.S. government enacted The One Beautiful Bill Act of 2025, (known as the "One Big Beautiful Bill Act or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.
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 were $
Note 7. Income Per Share
The following table sets forth the computation of basic and diluted income per share:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income for basic and diluted earnings per share | $ | $ | $ | $ | ||||||||||||
| Denominator for basic income per share weighted average shares | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Options, restricted stock units, and warrants | ||||||||||||||||
| Denominator for diluted income per share weighted average shares | ||||||||||||||||
| Basic income per share | $ | $ | $ | $ | ||||||||||||
| Diluted income per share | $ | $ | $ | $ | ||||||||||||
Approximately
Note 8. Non-Cash Share-Based Employee Compensation
The Company’s stockholders approved the BK Technologies Corporation 2025 Incentive Compensation Plan (the “2025 Plan”) at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 18, 2025. The 2025 Plan was previously approved by the Company’s Board of Directors (the “Board”). The 2025 Plan replaces the 2017 Incentive Compensation Plan (the “Prior Plan”). No new awards will be granted under the Prior Plan after the date of the Annual Meeting. However, all awards granted under the Prior Plan that were outstanding on the date of the Annual Meeting will remain outstanding in accordance with their terms. The 2025 Plan authorizes the grant of equity-based and cash-based compensation awards to officers, directors, and employees of, and consultants to, the Company and its subsidiaries. Awards under the 2025 Plan may be granted in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards, and cash-based awards. There are
The stockholders of the Company also approved the BK Technologies Corporation Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting held on June 18, 2025. The ESPP was previously approved by the Board. The objective of the ESPP is to offer eligible employees of the Company and its designated subsidiaries the ability to purchase shares of the Company’s common stock at a discount, subject to various limitations under the ESPP. There are
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 $
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 six months ended June 30, 2025, was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 11 (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, 2024.
A summary of activity under the Company’s stock option plans during the six months ended June 30, 2025, is presented below:
| Wgt. Avg. | Wgt. Avg. | Wgt. Avg. | ||||||||||||||||||
| Exercise | Remaining | Grant Date | Aggregate | |||||||||||||||||
| Stock | Price ($) | Contractual | Fair Value | Intrinsic | ||||||||||||||||
| As of January 1, 2025 | Options | Per Share | Life (Years) | ($) Per Share | Value (000s) | |||||||||||||||
| Outstanding | ||||||||||||||||||||
| Vested | ||||||||||||||||||||
| Nonvested | ||||||||||||||||||||
| Period activity | ||||||||||||||||||||
| Issued | 9.15 | — | ||||||||||||||||||
| Exercised | — | 555 | ||||||||||||||||||
| Forfeited | — | 180 | ||||||||||||||||||
| Expired | — | 40 | ||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||
| Outstanding | ||||||||||||||||||||
| Vested | ||||||||||||||||||||
| Nonvested | ||||||||||||||||||||
Restricted Stock Units
The Company recorded non-cash restricted stock unit compensation expense of $
A summary of non-vested restricted stock under the Company’s non-employee director share-based incentive compensation plan is as follows:
| Weighted Average | ||||||||
| Number of | Grant Date | |||||||
| Shares | Price per Share | |||||||
| Unvested as of January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested and issued | ( | ) | ||||||
| Cancelled/forfeited | ||||||||
| Unvested as of June 30, 2025 | $ | |||||||
Note 9. Commitments and Contingencies
Legal Matters
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of its business. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material adverse effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.
Purchase Commitments
As of June 30, 2025, the Company had purchase commitments for inventory totaling approximately $
Significant Customers
Sales to United States government agencies represented approximately
Geopolitical Tensions
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflict between Russia and Ukraine and in the Middle East. Although the length and impact of the ongoing military conflicts 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.
Note 10. Debt
Credit Facilities
On October 30, 2024, the Company's subsidiary, BK Technologies, Inc. entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association (“Fifth Third”). The Fifth Third RLC provides for a one-year revolving line of credit with a maximum commitment of $
Note 10. Debt (continued)
BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and Relm Communications, Inc. and secured by a pledge of essentially all of the assets of the Company, BK Technologies, Inc. and Relm Communications, Inc. 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: (i) a maximum total funded debt ratio of
The Fifth Third RLC agreement provided for customary events of default, including: (1) failure to pay principal, interest or fees under the RLC when due and payable; (2) failure to comply with other covenants and agreements contained in the Revolving Loan Commitment agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, Fifth Third may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.
As of June 30, 2025, there were
Note 11. Leases
The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases.” The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are accounted for separately.
The Company leases approximately
In February 2020, the Company entered into a lease for
Lease costs consisted of the following:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Variable lease cost | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
Note 11. Leases (continued)
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows (fixed payments) | $ | $ | $ | $ | ||||||||||||
| Operating cash flows (liability reduction) | $ | $ | $ | $ | ||||||||||||
| ROU assets obtained in exchange for lease obligations: | ||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||
Other information related to operating leases was as follows:
| June 30, 2025 | ||||
| Weighted average remaining lease term (in years) | ||||
| Weighted average discount rate | % | |||
Maturity of lease liabilities as of June 30, 2025, were as follows:
| June 30, 2025 | ||||
| Remaining six months of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total payments | ||||
| Less: imputed interest | ( | ) | ||
| Total present value of lease liabilities | $ | |||
12. Subsequent Events
On July 4, 2025, the President signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation on qualified property acquired and placed in service after January 19, 2025. ASC 740, "Income Taxes," requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is assessing these impacts on its consolidated financial statements.
On July 10, 2025, the Company approved the grant of performance-based stock options for certain executives. The options provide the executives with the option to purchase up to an aggregate of
On August 6, 2025, the Company issued
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE CONCERNING
FORWARD-LOOKING STATEMENTS
We believe that it is important to communicate our future expectations to our security holders and to the public. This report, including any information incorporated by reference in this report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “should,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “are encouraged,” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. We also may make forward-looking statements in other documents that are filed or furnished with the U.S. Securities and Exchange Commission ("the SEC"). In addition, we may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others. Forward-looking statements include, but are not limited to, the following: changes or advances in technology; the success of our Solutions and Radio business lines and the products offered thereunder; successful introduction of new products and technologies, including our ability to successfully develop and sell our current and anticipated Solutions products, and our new multiband radio product and other related products in the BKR Series product line; competition in the land mobile radio ("LMR") industry; general economic and business conditions, including the impacts of high inflation, fluctuating interest rates, tariffs and other trade barriers and restrictions, labor and supply shortages and disruptions, federal, state, and local government budget deficits and spending limitations, any impact from a prolonged shutdown of the U.S. Government, the effects of natural disasters, changes in climate, severe weather events, geopolitical events, acts of war or terrorism, global health crises and other catastrophic events, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, including a potential U.S. or global downturn or recession; the availability, terms and deployment of capital; reliance on contract manufacturers and suppliers; risks associated with fixed-price contracts; heavy reliance on sales to agencies of the U.S. Government and our ability to comply with the requirements of contracts, laws, and regulations related to such sales; allocations by government agencies among multiple approved suppliers under existing agreements; our ability to comply with U.S. tax laws and utilize deferred tax assets; our ability to attract and retain executive officers, skilled workers, and key personnel; our ability to manage our growth; our ability to identify potential candidates for, and consummate, acquisition, disposition or investment transactions; impact of our capital allocation strategy; risks related to maintaining our brand and reputation; impact of government regulation; impact of rising health care costs; our business with manufacturers located in other countries, including the effects of changes in the U.S. Government and foreign governments’ trade and tariff policies, such as recent increases in tariffs by the U.S. and the imposition of increased tariffs and other trade barriers and retaliatory measures by foreign governments; our inventory and debt levels; our ability to comply with the terms, including financial covenants, of our outstanding debt, including fluctuating interest rates; protection of our intellectual property rights; fluctuation in our operating results and stock price; any infringement claims; data security breaches, cyber-attacks and other factors impacting our technology systems or third-party information technology systems upon which we rely; widespread outages, interruptions or other failures of operational, communication or other systems; availability of adequate insurance coverage; environmental, social and governance matters; maintenance of our NYSE American listing; risks related to being a holding company; our ability to remediate the material weakness in our internal control over financial reporting; and the effect on our stock price and ability to raise capital through future sales of shares of our common stock.
Although we believe that the plans, objectives, expectations, and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties, and other factors, many of which are outside of our control, that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations, and prospects will be achieved. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in “Part I—Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 in this report and in our subsequent filings with the SEC. We assume no obligation to publicly update or revise any forward-looking statements made in this report, whether as a result of new information, future events, changes in assumptions or otherwise, after the date of this report. Readers are cautioned not to place undue reliance on these forward-looking statements.
Reported dollar amounts in the management’s discussion and analysis (“MD&A”) section of this report are disclosed in millions or as whole dollar amounts.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report and the MD&A, consolidated financial statements, and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025.
Executive Summary
BK Technologies Corporation (NYSE American: BKTI) (together with its wholly owned subsidiaries, “BK,” "BK Technologies," the “Company,” “we,” or “us”) is a holding company that, through BK Technologies, Inc., its operating subsidiary, provides public safety-grade communications products and services designed to make first responders safer and more efficient. All operating activities described herein are undertaken by our operating subsidiary.
In business for over 70 years, BK operates two business units through its operating subsidiary, BK Technologies, Inc.: Radio and Solutions.
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 ("P25") compliant radio at a lower cost relative to comparable offerings.
The Solutions 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. Going forward, we plan to continue to expand the Solutions business unit to include public safety solutions that provide for improved interoperability, intended to make the first responder safer and more efficient when operating in the field. We intend for the Solutions business to build a portfolio of solutions under a new brand, BK ONE. BK ONE includes SaaS solutions as well as other future software and hardware applications. When tethered to our radios, the combined solution will offer a unique capability which increases the sales reach of our radios. We previously introduced InteropONE in October 2022, a Push-to-talk-Over-Cellular SaaS service, and in March 2025, we launched RelayONE, a rapidly deployed portable repeater kit designed to extend range and facilitate interoperability among different types of public safety and military radios.
Customer demand and orders for our products were strong during fiscal year 2024 and continued during the first six months of 2025. Our backlog of unshipped customer orders was approximately $16.0 million and $21.8 million as of June 30, 2025, and December 31, 2024, respectively. Changes in the backlog were attributed primarily to the timing of orders and their fulfillment.
For the three months ended June 30, 2025, sales increased approximately 4.5% to approximately $21.2 million, compared with $20.3 million for the same period of 2024. The increase was attributed primarily to the shipments of BKR series radio product and accessories sales. Gross profit margins as a percentage of sales for the three months ended June 30, 2025, were 47.4%, compared with 37.3% for the comparative fiscal year 2024 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 June 30, 2025, totaled approximately $6.0 million (28.5% of sales), compared with $5.5 million (27.3% of sales) in the same period of fiscal year 2024. We recognized operating income for the three months ended June 30, 2025, of approximately $4.0 million, compared with operating income of approximately $2.0 million for the same period of fiscal year 2024.
For the three months ended June 30, 2025, we recognized other income, net totaling approximately $19,000. This compares with other expenses, net totaling $141,000 for the same period of fiscal year 2024, which primarily included interest expense on the Alterna IPSA Line of Credit.
For the three months ended June 30, 2025, the pretax income totaled approximately $4.0 million, compared with pretax income of approximately $1.9 million for same period of fiscal year 2024.
We recognized tax expense of $275,000 for the three-month period ended June 30, 2025, and approximately $220,000 for the same period of fiscal year 2024.
Net income for the three months ended June 30, 2025, totaled approximately $3.7 million ($1.03 per basic and $0.96 per diluted share), compared with a net income of approximately $1.7 million ($0.47 per basic and diluted share) for the same period last year. The primary factors for the improvement for the three months ended June 30, 2025, compared to the same period of fiscal year 2024, were radio product and accessories sales mix and lower raw material costs related to cost reduction efforts.
As of June 30, 2025, working capital totaled approximately $28.9 million, of which $23.4 million was comprised of cash, cash equivalents, and trade receivables. This compares with working capital totaling approximately $23.0 million at 2024 year-end, which included $14.5 million of cash, cash equivalents, and trade receivables.
We may experience fluctuations in our quarterly results, in part, due to governmental customer spending patterns that are influenced by government fiscal year-end budgets and appropriations. We may also experience fluctuations in our quarterly results, in part, due to our sales to federal and state agencies that participate in wildland fire-suppression efforts, which may be greater during the summer season when forest fire activity is heightened. In some years, these factors may cause an increase in sales for the second and third quarters, compared with the first and fourth quarters of the same fiscal year. Such increases in sales may cause quarterly variances in our cash flow from operations and overall financial condition. The Company’s guidance reflects our current understanding of the potential impact of tariffs and the current administration's efforts to reduce federal expenditures, and to the extent it can be calculated, the estimated amount of the impacts are included in current guidance.
Available Information
Our Internet website address is www.bktechnologies.com. The information contained on or accessible from our website is not incorporated by reference in this report. Any reference to our website is intended to be an inactive textual reference only. We make available on our Internet website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to these reports as soon as practicable after we file such material with, or furnish it to, the SEC. In addition, our Code of Business Conduct and Ethics, Code of Ethics for the CEO and Senior Financial Officers, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and other corporate governance policies are available on our website under “Investor Relations.” A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department. The SEC maintains an internet site that contains reports, proxy and information statements, and other information filed by the Company at http://www.sec.gov. All reports that the Company files with or furnishes to the SEC also are available free of charge via the SEC’s website.
Second Quarter and Six Months Summary
Customer demand and new orders for our products of $18.3 million were impacted by delays in federal government contracts during the three months ended June 30, 2025, compared to $28.2 million for the same period of fiscal year 2024. Customer demand and new orders for our products of $35.1 million were recorded during the six months ended June 30, 2025, compared to $50.5 million for the same period of fiscal year 2024. The decrease in new orders for the six months ended June 30, 2025, compared to the same period last year was primarily due to timing of the release of federal government orders delayed until July 2025.
For the second quarter of 2025, sales increased 4.5% to approximately $21.2 million, compared with approximately $20.3 million of sales for the second quarter of fiscal year 2024. Sales for the six months ended June 30, 2025, totaled approximately $40.2 million, compared with approximately $38.5 million for the six-month period last year. Gross profit margin as a percentage of sales for the second quarter of 2025 was approximately 47.4%, compared with 37.3% for the same period of fiscal year 2024, generally reflecting radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC compared to the second quarter of fiscal year 2024. Selling, general, and administrative (“SG&A”) expenses for the second quarter of 2025 totaled approximately $6.0 million, which was 9.3% higher than the SG&A expenses of approximately $5.5 million for the second quarter of fiscal year 2024. The increase in SG&A expenses is attributed primarily due to new product introduction costs, and an accrual of Engineering fiscal year 2023 restricted stock units ('RSU") issuance expenses. These factors yielded operating income of approximately $4.0 million for the three-month period ended June 30, 2025, compared with operating income of approximately $2.0 million for the same period of fiscal year 2024.
For the second quarter of 2025, we recognized other net income of approximately $19,000 on interest income on our cash investments, compared to approximately $141,000 other expense, primarily related to interest expense for the same period of fiscal year 2024.
Net income for the three months ended June 30, 2025, was approximately $3.7 million ($1.03 per basic and $0.96 per diluted share), compared with net income of approximately $1.7 million ($0.47 per basic and diluted share) for the same quarter last year. The primary factors for the improvement for the three month period ended June 30, 2025, compared to the same period of fiscal year 2024, were radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC. during fiscal year 2024.
As of June 30, 2025, working capital totaled approximately $28.9 million, of which approximately $23.4 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2024, working capital totaled approximately $23.0 million, of which approximately $14.4 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 |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
June 30, |
June 30, |
|||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Cost of products |
(52.6 | ) | (62.7 | ) | (52.8 | ) | (64.1 | ) | ||||||||
| Gross margin |
47.4 | 37.3 | 47.2 | 35.9 | ||||||||||||
| Selling, general and administrative expenses |
(28.5 | ) | (27.3 | ) | (30.0 | ) | (28.1 | ) | ||||||||
| Other income (expense) |
0.1 | (0.7 | ) | (0.2 | ) | (1.1 | ) | |||||||||
| Income before income taxes |
19.0 | 9.3 | 17.0 | 6.7 | ||||||||||||
| Income tax (expense) |
(1.3 | ) | (1.1 | ) | (2.3 | ) | (0.6 | ) | ||||||||
| Net income |
17.7 | % | 8.2 | % | 14.6 | % | 6.1 | % | ||||||||
(1) Amounts may not foot due to rounding
Net Sales
For the second quarter ended June 30, 2025, net sales increased 4.5% to approximately $21.2 million, compared with approximately $20.3 million for the same quarter of fiscal year 2024. Sales for the six months ended June 30, 2025, totaled approximately $40.2 million, compared with approximately $38.5 million for the six-month period last year. Customer demand and orders for our products continued to be strong, but were impacted by delays in the release of certain federal government agency contracts, until the early third quarter of 2025.
Sales for the second quarter and six months ended June 30, 2025, were attributed primarily to state and local public safety opportunities. From a product perspective, the primary contributor to orders and shipments during the second quarter and six months ended June 30, 2025, was our BKR series radios and related accessories. The BKR Series is envisioned as a comprehensive line of new products, which includes new models such as the BKR 9000, which achieved first sales in the second quarter of 2023.
We believe that the BKR Series products should increase our addressable market by expanding the number of Federal, state and local public safety customers that may purchase our products. However, the timing and size of orders from agencies at all levels can be unpredictable and subject to budgets, priorities, and other factors.
While the potential impacts of the current administration's tariff policies, material shortages, lead-times, high inflation and ongoing geopolitical conflicts in Ukraine and the Middle East and other geopolitical events remain uncertain in coming months and quarters, such effects have the potential to adversely impact our customers and our supply chain. Such negative effects on our customers and suppliers could adversely affect our future sales, gross profit margins, operations and financial results.
Cost of Products and Gross Profit Margin
Gross profit margins as a percentage of sales for the second quarter ended June 30, 2025, were approximately 47.4% compared with 37.3% for the same quarter of fiscal year 2024. Gross profit margins as a percentage of sales for the six months ended June 30, 2025, were approximately 47.2% compared with 35.9% for the same period of fiscal year 2024. Our cost of products and gross profit margins are primarily derived from material, labor, and overhead costs, product mix, manufacturing volumes and pricing. The increase in gross profit margins for the three- and six-months ended June 30, 2025, compared to the same period of fiscal year 2024, generally reflected radio product and accessories sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC., during fiscal year 2024.
We utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs. During the year ended December 31, 2024, we completed the transfer of manufacturing most of our products and accessories to East West Manufacturing, LLC. We believe that our current manufacturing capabilities and contract relationships or comparable alternatives will continue to be available to us. However, we may encounter new product costs and competitive pricing pressures in the future and the extent of their impact on gross margins, if any, is uncertain.
Selling, General and Administrative Expenses
SG&A expenses consist of marketing, sales, commissions, engineering, product development, management information systems, accounting, headquarters, and non-cash share-based employee compensation expenses.
SG&A expenses for the quarter ended June 30, 2025, totaled approximately $6.0 million (28.5% of sales), compared with approximately $5.5 million (27.3% of sales) for the same quarter of fiscal year 2024. For the six months ended June 30, 2025, SG&A expenses increased by $1.2 million, or 11.5%, to approximately $12.1 million (30.0% of sales), compared with approximately $10.8 million (28.1% of sales), for the six-month period last year.
Engineering and product development expenses for the second quarter of 2025 totaled approximately $2.3 million (10.9% of sales), compared with approximately $2.0 million (9.8% of sales) for the same quarter of fiscal year 2024. For the six months ended June 30, 2025, engineering and product development expenses totaled approximately $5.0 million (12.5% of sales), compared with approximately $4.1 million (10.6% of sales) for the six-month period last year. The increase in engineering expenses was attributed primarily to non-capitalizable development costs for the BKR multi-band mobile radio product and RSU issuance costs described above and in Note 8 (Non-Cash Share-Based Employee Compensation) to the condensed consolidated financial statements included in this report. Most of these activities were being performed by our internal engineering team and were their primary focus, combined with sustaining engineering support for our existing products. The precise date for developing and introducing new products is uncertain and can be impacted by, among other things, supply chain shortages, including the impact of tariffs and certain component lead times in coming months and quarters.
Marketing and selling expenses for the second quarter of 2025 totaled approximately $1.9 million (9.2% of sales), compared with approximately $1.7 million (8.4% of sales) for the second quarter of fiscal year 2024. For the six months ended June 30, 2025, marketing and selling expenses increased approximately $0.6 million, or 17.1%, to approximately $3.8 million (9.4% of sales), compared with approximately $3.2 million (8.4% of sales) for the same period last year. The increase in marketing and selling expenses for the three and six months ended June 30, 2025 was attributed primarily to additional salespeople and increased trade show participation.
Other general and administrative expenses for the second quarter of 2025 totaled approximately $1.8 million (8.5% of sales), compared with approximately $1.8 million (9.0% of sales) for the same period of fiscal year 2024. For the six months ended June 30, 2025, other general and administrative expenses totaled approximately $3.3 million (8.1% of sales), compared with approximately $3.5 million (9.2% of sales) for the six-month period last year. The decrease in other general and administrative expenses for the three and six months ended June 30, 2025, was attributed primarily to the non-recurring nature of certain corporate consulting expenses during the six months ended June 30, 2024.
Operating Income
Operating income for the quarter ended June 30, 2025, totaled approximately $4.0 million (18.9% of sales), compared with operating income of approximately $2.0 million (10.0% of sales) for the same period of fiscal year 2024. For the six months ended June 30, 2025, our operating income totaled approximately $6.9 million (17.2% of sales), compared with operating income of approximately $3.0 million (7.8% of sales) for the six-month period last year. The operating income improvement for the three and six months ended June 30, 2025, compared to the same periods last year, was attributed to higher gross profit margins related to improved product sales mix and the full impact of material cost improvements related to the transition of manufacturing production to East West Manufacturing, LLC., during fiscal year 2024.
Other (Expense) Income
We recorded net interest income of approximately $39,000 for the quarter ended June 30, 2025, compared with approximately $106,000 net interest expense for the second quarter of fiscal year 2024. For the six months ended June 30, 2025, net interest income totaled approximately $42,000, compared with net interest expense of approximately $0.3 million for the six-month period last year. Net interest expense was primarily the result of our Alterna IPSA Line of Credit, which was paid in full in September 2024 and terminated in October 2024.
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 approximately $0.1 million 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.
Income Taxes
We recorded approximately $275,000 and $220,000 tax expense for the three months ended June 30, 2025, and 2024, respectively. For the six months ended June 30, 2025, and 2024, we recorded $945,000 and $241,000 tax expense, respectively
Our income tax provision is based on the effective tax rate for the year. The tax expense in any period may be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, we may experience fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.
As of June 30, 2025, our net deferred tax assets totaled approximately $7.4 million and were primarily derived from capitalized research and development expenses and deferred revenue.
In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years. We analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies.
Based on our analysis of all available evidence, both positive and negative, we have concluded that, except for the capital loss carryforward of approximately $802,000, we will have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. We cannot presently estimate what, if any, changes to the valuation of our deferred tax assets may be deemed appropriate in the future. If we incur future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of June 30, 2025.
On July 4, 2025, new U.S tax legislation (referred to as the “One Big Beautiful Bill Act” or “OBBBA”) was enacted in the U.S. The OBBBA makes permanent the extension of certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. Additionally, the OBBBA makes changes to certain U.S. corporate tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of the OBBBA on its consolidated financial statements.
Liquidity and Capital Resources
For the six months ended June 30, 2025, net cash provided by operating activities totaled approximately $6.0 million, compared with cash provided by operating activities of approximately $3.3 million for the same fiscal year period of 2024. Cash provided by operating activities for the six months ended June 30, 2025, was primarily related to net income and an increase in accounts payable, partially offset by an increase in accounts receivable. Cash provided by operating activities for the six months ended June 30, 2024, was primarily related to net income and a decrease in inventories, partially offset by an increase in accounts receivable and a decrease in accounts payable.
For the first six months of 2025, we had net income of approximately $5.9 million, compared with a net income of approximately $2.3 million for the same period of fiscal year 2024. Accounts receivable increased approximately $4.2 million during the six months ended June 30, 2025, compared with an increase of approximately $3.7 million for the same period of fiscal year 2024, primarily due to the timing of customer collections in the first six months of fiscal year 2025 and 2024. Inventories decreased during the six months ended June 30, 2025, by approximately $0.3 million compared to a decrease of approximately $2.4 million for the same period of fiscal year 2024. The decreases in inventories were primarily attributed to the transition of manufacturing production of our products to East West Manufacturing LLC, in fiscal year 2024. Accounts payable for the six months ended June 30, 2025, increased approximately $3.5 million, compared with a decrease of approximately $1.0 million for the same period of fiscal year 2024, primarily due to the increased contract manufacturing production and reduction in raw material purchases in 2024 related to the transition of manufacturing production of our products to East West Manufacturing LLC, during the second quarter of 2024. Accrued compensation and related expenses decreased during the first six months of 2025 by approximately $0.6 million compared with an increase of $0.3 million for the same period of fiscal year 2024. Depreciation and amortization totaled approximately $0.9 million for the six months ended June 30, 2025, compared with approximately $0.8 million for the same period of fiscal year 2024. Depreciation and amortization are primarily related to manufacturing and engineering equipment. There were no realized or unrealized losses on investments for the six months ended June 30, 2025, compared to approximately $0.1 million for the same period of fiscal year 2024. For additional information pertaining to our investments, refer to Note 1 (Condensed Consolidated Financial Statement) included in this report.
Cash used in investing activities for the six months ended June 30, 2025, totaled approximately $1.5 million, compared with approximately $0.8 million for the same period of fiscal year 2024. The cash used for the six-month period ended June 30, 2025, was attributed primarily to capitalized product development costs and purchases of engineering equipment and tooling, compared to cash used for the six-month period ended June 30, 2024, which was also primarily attributed to capitalized development costs and the purchase of engineering and manufacturing related equipment.
For the six months ended June 30, 2025, approximately $0.2 million was provided by financing activities, compared with cash used in financing activities of approximately $2.9 million for the same period of fiscal year 2024. During the first six months of 2024, we received cash of approximately $29.0 million from our Alterna Capital Solutions, LLC revolving credit facility, net of repayments totaling approximately $31.9 million.
Our cash and cash equivalents balance on June 30, 2025, was approximately $11.9 million. We believe these funds, combined with anticipated cash generated from operations and borrowing availability under our Fifth Third RLC (as defined below), are sufficient to meet our working capital requirements for the foreseeable future. We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our common stock and opportunities for uses of any proceeds, engage in public or private offerings of equity or debt securities to increase our capital resources. However, financial and economic conditions, including those resulting from supply chain delays or interruptions, labor shortages, wage pressures, rising inflation, geopolitical events, the impacts of tariffs, and other force majeure events, could result in volatility in the financial and capital markets and could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all. We also face other risks that could impact our business, liquidity, and financial condition.
On October 30, 2024, the Company's subsidiary, BK Technologies, Inc. entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association (“Fifth Third”). The Fifth Third RLC 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. The RLC has a borrowing base equal to the sum of (i) 80% of eligible commercial accounts receivable, plus (ii) 50% of federal government accounts receivable, plus (iii) the lesser of (a) the sum of (i) and (ii) and (b) 50% of eligible finished goods inventory. The Company has not utilized funding and there were no borrowings under the RLC agreement as of June 30, 2025, and as of the date of filing this report.
BK Technologies, Inc.'s repayment obligations under the RLC are guaranteed by the Company and Relm Communications, Inc. and secured by a pledge of essentially all of the assets of the Company, BK Technologies, Inc. and Relm Communications, Inc. 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: (i) a maximum total funded debt ratio of 2.00 to 1.00; and (ii) a fixed charge coverage ratio of 1.2 to 1.0 as measured on a rolling twelve-month basis, each measured at the end of each fiscal quarter.
The Fifth Third RLC agreement provided for customary events of default, including: (1) failure to pay principal, interest or fees under the RLC when due and payable; (2) failure to comply with other covenants and agreements contained in the Revolving Loan Commitment agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, Fifth Third may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the RLC agreement.
Critical Accounting Policies
Our critical accounting policies include our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions. These processes affect our reported revenues and current assets and are, therefore, critical in assessing our financial and operating status. We regularly evaluate these processes in preparing our financial statements. The processes for revenue recognition, allowance for collection of trade receivables, allowance for excess or obsolete inventory and income taxes involve certain assumptions and estimates that we believe to be reasonable under present facts and circumstances. These estimates and assumptions, if incorrect, could adversely impact our operations and financial position.
There were no other changes to our critical accounting policies during the six months ended June 30, 2025.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” the Company is not required to include the disclosure under this Item.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to the material weakness related to the proper design and implementation of certain controls over income tax provisions and management’s review of the income tax provision described below.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis. During our assessment of the effectiveness of our internal control and as a result of the external audit of our financial results for the year ended December 31, 2024, we identified a material weakness in internal control related to the proper design and implementation of certain controls over financial reporting related to the income tax provision and management’s review of the income tax provision.
While we are working to implement controls and procedures to remediate the deficiency, such deficiency continues to result in an elevated risk that a material misstatement of our annual or interim financial statements would not be prevented or detected by other compensating controls. Notwithstanding the identified material weakness, we believe the consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting
Following the identification and communication of the material weakness described above, management has actively engaged in implementing remediation plans to address the material weakness, including the following:
| ● |
Management, with the assistance of a third party, will perform an evaluation of the processes and procedures around our internal control design gaps, and recommend process enhancements, specifically related to income tax provisions. |
| ● |
We have and will continue enhancing our review processes for complex accounting transactions by enhancing access to accounting literature and identification of third-party professionals with whom to consult regarding complex accounting applications to supplement existing accounting professionals. |
| ● |
We will utilize additional services of external consultants for non-routine and\or technical accounting issues for income tax provisions as they arise. |
The income tax provision material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. No assurance can be made that our remediation efforts will be completed in a timely manner or that the updated controls and procedures associated with such efforts will be deemed adequate after being subjected to testing. If not remediated, this income tax provision material weakness could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by the NYSE American, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2025, other than the changes discussed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of our business. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, our ultimate liability in connection with these matters is not expected to have a material effect on our results of operations, financial position or cash flows, and the amounts accrued for any individual matter are not material. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending on the size of loss or our income in that particular period.
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, 2024, filed with the SEC on March 27, 2025. The Risk Factors set forth in the 2024 Form 10-K and in this Form 10-Q 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 2024 Form 10-K and this Form 10-Q 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.
Continuing changes in U.S. trade policy, including the imposition of new or additional tariffs on imported goods, may have a material adverse effect on us
The U.S.’s trade policy, including the imposition of new or additional tariffs, remains in flux. Changes in U.S. trade policy have resulted in significant increases in tariffs for certain imported goods, as well as retaliatory tariffs and other trade barriers and restrictions by trading partners, and there could be further increases in tariffs and/or new or more stringent retaliatory measures imposed in the future. The current presidential administration has imposed new or increased tariffs on products from China and a number of other countries, including steel and aluminum. The imposition of these tariffs has strained international relations and resulted in the implementation of retaliatory tariffs and other measures on goods imported from the U.S., which could become more severe. We derive a majority of our revenues from products comprised of electronic components from foreign sources, which makes us especially vulnerable to increased tariffs. Ongoing or new trade wars and other governmental action related to tariffs imposed by the U.S. and other countries and changes to international trade agreements and policies could result in increased costs, and any action we take or may take as a result including increased prices to our customers, may not be sufficient to fully offset the impact of tariffs and could result in reduced profitability; could adversely impact our supply chain; and could reduce demand for our products and services, all of which could have a material adverse effect on our business and results of operations. Further, the volatility and unpredictability of international trade policies and conditions add further complexity to our operations, making it challenging to forecast and plan effectively. We are not able to predict future trade policy of the U.S. or of any foreign countries, or the terms of any trade agreements or their impact on our business. The adoption and expansion of trade restrictions and tariffs, quotas, embargoes and other related actions, the occurrence or threat of a trade war or other governmental action related to tariffs or trade agreements or policies, could also adversely impact our customers, our suppliers and the world and U.S. economies, including instability in the financial and capital markets, including bond markets, and the potential for a recession in the U.S. or globally, which in turn could have a material adverse effect on our business, operating results and financial condition.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 2, 2025, the Company issued 89,248 shares of common stock upon the cashless exercise of a warrant to purchase up to 135,300 shares of common stock. The issuances of the such shares was deemed to be exempt from registration pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended
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 second quarter of 2025:
| ISSUER PURCHASES OF EQUITY SECURITIES |
||||||||||||||||
| Total Number of Shares |
Approximate Dollar Value |
|||||||||||||||
| Purchased as Part of |
of Shares that May Still be |
|||||||||||||||
| Total Number of |
Average Price |
Publicly Announced |
Purchased Under the |
|||||||||||||
| Period |
Shares Purchased |
Paid Per Share |
Plans or Programs |
Plans or Programs |
||||||||||||
| April 1–30, 2025 |
— | — | — | $ | 5,000,000 | |||||||||||
| May 1–31, 2025 |
— | — | — | $ | 5,000,000 | |||||||||||
| June 1–30, 2025 |
— | — | — | $ | 5,000,000 | |||||||||||
| Quarter Ended June 30, 2025 |
— | $ | — | — | $ | 5,000,000 | ||||||||||
Item 5. OTHER INFORMATION
During the quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
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 10.1+ | BK Technologies Corporation 2025 Incentive Compensation Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.2+ | Form of Stock Option Agreement (2025 Plan) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.3+ | Form of Restricted Share Agreement (2025 Plan) (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.4+ | Form of Restricted Share Unit Agreement (2025 Plan) (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.5+ | Form of Non-Employee Director Restricted Share Unit Agreement (2025 Plan) (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.6+ | Form of Non-Employee Director Stock Option Agreement (2025 Plan) (incorporated by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.7+ | BK Technologies Corporation Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 18, 2025) | |
| Exhibit 10.8+ | CEO Performance Stock Option Agreement (July 10, 2025) (2025 Plan) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 14, 2025) | |
| Exhibit 10.9+ | CFO Performance Stock Option Agreement (July 10, 2025) (2025 Plan) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 14, 2025) | |
| Exhibit 10.10+ | Second Amendment to CEO Employment Agreement dated July 10, 2025, by and between BK Technologies Corporation and John M. Suzuki (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 14, 2025) | |
| Exhibit 10.11+ | First Amendment to CFO Employment Agreement, dated July 10, 2025, by and between BK Technologies Corporation and Scott A. Malmanger (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 14, 2025) | |
| 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) |
|
| + Management contract or compensatory plan or arrangement. | ||
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: August 14, 2025 |
By: |
/s/ John M. Suzuki |
|
| John M. Suzuki Chief Executive Officer (Principal executive officer and duly authorized officer) |
|||
| Date: August 14, 2025 |
By: |
/s/ Scott A. Malmanger |
|
| Scott A. Malmanger Chief Financial Officer (Principal financial and accounting officer and duly authorized officer) |
|||
FAQ
What were BKTI's net sales for Q2 2025?
How profitable was BK Technologies in Q2 2025 (BKTI)?
What drove BKTI's gross margin improvement in Q2 2025?
Does BKTI have available credit or liquidity?
Are there any internal control concerns disclosed by BKTI?
