BK Technologies Corp 10-Q

Item 1. FINANCIAL STATEMENTS BK TECHNOLOGIES CORPORATION Condensed Consolidated Balance Sheets ( In thousands, except share data) June 30, 2021 December 31, 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 15,661 $ 6,826 Trade accounts receivable, net 7,210 6,466 Inventories, net 12,036 9,441 Prepaid expenses and other current assets 1,866 1,878 Total current assets 36,773 24,611 Property, plant and equipment, net 4,426 3,566 Right-of-use (ROU) asset 2,594 2,887 Investment in securities 4,481 2,014 Deferred tax assets, net 4,116 4,300 Other assets 101 112 Total assets $ 52,491 $ 37,490 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,316 $ 5,119 Accrued compensation and related taxes 1,481 1,635 Accrued warranty expense 644 791 Accrued other expenses and other current liabilities 364 307 Dividends payable — 250 Short-term lease liability 428 525 Credit facility 1,470 — Notes payable-current portion 262 82 Deferred revenue 934 757 Total current liabilities 11,899 9,466 Notes payable, net of current portion 740 247 Long-term lease liability 2,498 2,702 Deferred revenue 2,327 2,551 Total liabilities 17,464 14,966 Commitments and contingencies Stockholders’ equity: Preferred stock; $ 1.00 par value; 1,000,000 authorized shares; none issued or outstanding — — Common stock; $ .60 par value; 20,000,000 authorized shares; 18,236,121 and 13,962,366 issued and 16,785,721 and 12,511,966 outstanding shares at June 30, 2021, and December 31, 2020, respectively 10,941 8,377 Additional paid-in capital 35,534 26,346 Accumulated deficit ( 6,046 ) ( 6,797 ) Treasury stock, at cost, 1,450,400 shares at June 30, 2021, and December 31, 2020, respectively ( 5,402 ) ( 5,402 ) Total stockholders’ equity 35,027 22,524 Total liabilities and stockholders’ equity $ 52,491 $ 37,490 See notes to condensed consolidated financial statements. 1 Table of Contents 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, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Sales, net $ 11,335 $ 9,937 $ 19,899 $ 20,826 Expenses Cost of products 7,124 5,609 12,592 12,603 Selling, general and administrative 4,553 4,364 8,526 9,107 Total expenses 11,677 9,973 21,118 21,710 Operating loss ( 342 ) ( 36 ) ( 1,219 ) ( 884 ) Other income (expense): Net interest (expense) income ( 14 ) ( 6 ) ( 18 ) 3 Gain (loss) gain on investment in securities 2,262 ( 200 ) 2,467 ( 506 ) Other expense ( 26 ) ( 32 ) ( 44 ) ( 79 ) Total other income (expense) 2,222 ( 238 ) 2,405 ( 582 ) Income (loss) before income taxes 1,880 ( 274 ) 1,186 ( 1,466 ) Income tax expense ( 184 ) ( 28 ) ( 184 ) ( 28 ) Net income (loss) $ 1,696 $ ( 302 ) $ 1,002 $ ( 1,494 ) Net income (loss) per share-basic: $ 0.13 $ ( 0.02 ) $ 0.08 $ ( 0.12 ) Net income (loss) per share-diluted: $ 0.12 $ ( 0.02 ) $ 0.08 $ ( 0.12 ) Weighted average shares outstanding-basic 13,563,763 12,495,707 13,043,477 12,525,407 Weighted average shares outstanding-diluted 13,625,095 12,495,707 13,101,635 12,525,407 See notes to condensed consolidated financial statements. 2 Table of Contents BK TECHNOLOGIES CORPORATION Condensed Consolidated Statements of Cash Flows ( In thousands ) ( Unaudited ) Six Months Ended June 30, 2021 June 30, 2020 Operating activities Net income (loss) $ 1,002 $ ( 1,494 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Inventories allowances 368 72 Deferred tax expense 184 28 Depreciation and amortization 681 661 Share-based compensation expense-stock options 65 60 Share-based compensation expense-restricted stock units 128 89 (Gain) loss on investment in securities ( 2,467 ) 506 Changes in operating assets and liabilities: Trade accounts receivable ( 744 ) 381 Inventories ( 2,963 ) 3,914 Prepaid expenses and other current assets 12 325 Other assets 11 54 ROU asset and lease liability ( 8 ) 44 Accounts payable 1,197 ( 838 ) Accrued compensation and related taxes ( 154 ) ( 331 ) Accrued warranty expense ( 147 ) ( 337 ) Deferred revenue ( 47 ) 557 Accrued other expenses and other current liabilities 57 ( 94 ) Net cash (used in) provided by operating activities ( 2,825 ) 3,597 Investing activities Purchases of property, plant, and equipment ( 1,541 ) ( 525 ) Net cash used in investing activities ( 1,541 ) ( 525 ) Financing activities Proceeds from common stock issuance, net of costs 11,599 — Cash dividends paid ( 501 ) ( 502 ) Repurchase of common stock — ( 269 ) Proceeds from the credit facility and notes payable 3,543 2,196 Repayment of the credit facility and notes payable ( 1,400 ) ( 2,234 ) Net cash provided by (used in) financing activities 13,201 ( 809 ) Net change in cash and cash equivalents 8,835 2,263 Cash and cash equivalents, beginning of period 6,826 4,676 Cash and cash equivalents, end of period $ 15,661 $ 6,939 Supplemental disclosure Cash paid for interest $ 14 $ 11 Non-cash financing activity Common stock issued under restricted stock units $ 84 $ 56 See notes to condensed consolidated financial statements. 3 Table of Contents BK TECHNOLOGIES CORPORATION Notes to Condensed Consolidated Financial Statements Unaudited (In thousands, except share and per share data and percentages) 1. Condensed Consolidated Financial Statements Basis of Presentation The condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, have been prepared by BK Technologies Corporation (the “Company” or “we”), and are unaudited. On March 28, 2019, BK Technologies, Inc., the predecessor of BK Technologies Corporation, implemented a holding company reorganization, which resulted in BK Technologies Corporation becoming the direct parent company of, and the successor issuer to, BK Technologies, Inc. For the purpose of this report, references to “we” or the “Company” or its management or business at any period prior to the holding company reorganization (March 28, 2019) refer to those of BK Technologies, Inc., as the predecessor company and its subsidiaries and thereafter to those of BK Technologies Corporation and its subsidiaries, except as otherwise specified or to the extent the context otherwise indicates. In the opinion of management, all adjustments, which include normal, recurring adjustments, necessary for a fair presentation, have been made. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated balance sheet at December 31, 2020, has been derived from the Company’s audited consolidated financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 3, 2021. The results of operations for the three and six months ended June 30, 2021, 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 consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (“VIE”) or a voting interest entity. VIEs are entities in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its activities independently, or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. A controlling financial interest in a VIE is present when an enterprise has one or more variable interests that have both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The enterprise with a controlling financial interest is the primary beneficiary and consolidates the VIE. Voting interest entities lack one or more of the characteristics of a VIE. The usual condition for a controlling financial interest is ownership of a majority voting interest for a corporation or a majority of kick-out or participating rights for a limited partnership. When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies (generally defined as owning a voting or economic interest of between 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. The Company has an investment in FG Financial Group, Inc. (formerly 1347 Property Insurance Holdings, Inc.), made through FGI 1347 Holdings, LP, a consolidated VIE. 4 Table of Contents Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, investment in securities, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities. As of June 30, 2021, and December 31, 2020, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments. The Company uses observable market data assumptions (Level 1 inputs, as defined in accounting guidance) that it believes market participants would use in pricing investment in securities. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the removal of certain disclosure requirements. The amendments in the ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the ASU. The Company adopted this guidance as of January 1, 2020, and the adoption did not have an impact on its consolidated financial statements. Recent Accounting Pronouncements The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. 2. Significant Events and Transactions Pursuant to the Company’s capital return program, the Company’s Board of Directors declared a quarterly dividend of $ 0.02 per share of the Company’s common stock on July 9, 2021, to stockholders of record as of July 26, 2021. These dividends were paid on August 9, 2021. On June 9, 2021, the Company closed a public offering of 4,249,250 shares of its common stock at a price of $ 3.00 per share, for net proceeds of $ 11,559,000 after deducting underwriting discounts and commissions and offering expenses payable by the Company. The shares sold in the offering included the exercise in-full by the underwriters of their over-allotment option to purchase up to 554,250 shares of common stock in addition to the 3,695,000 shares which the underwriters initially agreed to purchase. ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering. The Company intends to use the net proceeds from the offering primarily for general corporate purposes, which may include working capital, capital expenditures, operational purposes, strategic investments and potential acquisitions in complementary businesses. 3. Allowance for Doubtful Accounts The allowance for doubtful accounts on trade receivables was approximately $ 50 on gross trade receivables of $ 7,260 and $ 6,516 at June 30, 2021, and December 31, 2020, respectively. This allowance is used to state trade receivables at a net realizable value or the amount that the Company estimates will be collected of the Company’s gross trade receivables. 4. Inventories, Net Inventories, which are presented net of allowance for obsolete and slow-moving inventory, consisted of the following: June 30, 2021 December 31, 2020 Finished goods $ 2,459 $ 1,975 Work in process 3,539 3,288 Raw materials 6,038 4,178 $ 12,036 $ 9,441 5 Table of Contents 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 $ 888 at June 30, 2021, compared with approximately $ 520 at December 31, 2020. 5. Income Taxes The Company has recorded income tax expense of $ 184 for the three and six months ended June 30, 2021, compared with an income tax expense of $ 28 for the same periods last year. The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision (benefit) in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period. As of June 30, 2021, the Company’s net deferred tax assets totaled approximately $ 4,116 and were primarily derived from research and development tax credits, deferred revenue, and net operating loss carryforwards. In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years. The Company analyzed all positive and negative evidence to determine if, based on the weight of available evidence, it is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies. Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, the Company established a valuation allowance of $ 98 . The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future. If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of June 30, 2021. 6. Investment in Securities 1347 LP The Company has an investment in a limited partnership, FGI 1347 Holdings, LP, of which the Company is the sole limited partner. FGI 1347 Holdings, LP (“1347 LP”), was established for the purpose of investing in securities. Affiliates of Fundamental Global Investors, LLC (“FG”), serve as the general partner and the investment manager of 1347 LP, and the Company is the sole limited partner. As the sole limited partner, the Company is entitled to 100 % of net assets held by 1347 LP. The general partner of 1347 LP is entitled to reimbursement of certain costs, fees, and expenses arising in connection with 1347 LP’s operations, as provided by the partnership agreement, upon approval by the Company’s Board of Directors. FG Financial Group As of June 30, 2021, the Company indirectly held approximately $ 76 in cash and 477,282 shares of FG Financial Group, Inc. (formerly 1347 Property Insurance Holdings, Inc.) (Nasdaq: FGF) (“FGF”), with fair value of $ 4,481 , through an investment in 1347 LP. These shares were purchased in March and May 2018 for approximately $ 3,741 . For the three and six months ended June 30, 2021, the Company recognized unrealized gains on the investment of approximately $2,262 and $ 2,467 , respectively, compared with unrealized losses of $ 200 and $ 506 , respectively for the same periods last year. There have been no costs, fees, and expenses paid to the general partner or its affiliates for any periods, including the three and six months ended June 30, 2021 and 2020. 6 Table of Contents As of June 30, 2021, the Company and the affiliates of FG, including, without limitation, Ballantyne Strong, Inc., beneficially owned in the aggregate 3,045,593 shares of FGF’s common stock, representing approximately 60.8 % of FGF’s outstanding shares. Additionally, FG and its affiliates constitute the largest stockholder of the Company. Mr. Kyle Cerminara, a member of the Company’s Board of Directors, is Chief Executive Officer, Co-Founder and Partner of FG and serves as Chairman of the Board of Directors of Ballantyne Strong, Inc. Mr. Cerminara also serves as Chairman of the Board of Directors of FGF. 7. Stockholders’ Equity The changes in condensed consolidated stockholders’ equity for the three and six months ended June 30, 2021 and 2020, are as follows: Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Treasury Stock Total Balance at December 31, 2020 13,962,366 $ 8,377 $ 26,346 $ ( 6,797 ) $ ( 5,402 ) $ 22,524 Common stock issued under restricted stock units 24,505 15 ( 15 ) - - - Share-based compensation expense-stock options — — 32 - - 32 Share-based compensation expense-restricted stock units — — 103 - - 103 Common stock dividends ($0.02 per share) — — - ( 251 ) - ( 251 ) Net loss — — - ( 694 ) - ( 694 ) Balance at March 31, 2021 13,986,871 8,392 26,466 ( 7,742 ) ( 5,402 ) 21,714 Common stock issued, net of issuance costs 4,249,250 2,549 9,010 - - 11,559 Share-based compensation expense-stock options — — 33 - - 33 Share-based compensation expense-restricted stock units — — 25 - - 25 Net income — — - 1,696 - 1,696 Balance at June 30, 2021 18,236,121 $ 10,941 $ 35,534 $ ( 6,046 ) $ ( 5,402 ) $ 35,027 7 Table of Contents 7. Stockholders’ Equity (continued) Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Treasury Stock Total Balance at December 31, 2019 13,929,381 $ 8,357 $ 26,095 $ ( 6,043 ) $ ( 5,133 ) $ 23,276 Share-based compensation expense-stock options — — 30 - - 30 Share-based compensation expense-restricted stock units — — 21 - - 21 Common stock dividends ($0.02 per share) — — - ( 250 ) - ( 250 ) Net loss — — - ( 1,192 ) - ( 1,192 ) Repurchase of common stock — — - - ( 243 ) ( 243 ) Balance at March 31, 2020 13,929,381 8,357 26,146 ( 7,485 ) ( 5,376 ) 21,642 Common stock issued under restricted stock units 14,439 9 ( 9 ) - - - Share-based compensation expense-stock options — — 30 - - 30 Share-based compensation expense-restricted stock units — — 68 - - 68 Common stock dividends ($0.02 per share) — — - ( 252 ) - ( 252 ) Net loss — — - ( 302 ) - ( 302 ) Repurchase of common stock — — - - ( 26 ) ( 26 ) Balance at June 30, 2020 13,943,820 $ 8,366 $ 26,235 $ ( 8,039 ) $ ( 5,402 ) $ 21,160 8 Table of Contents 8. Income (Loss) Per Share The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator: Net income (loss) for basic and diluted earnings per share $ 1,696 $ ( 302 ) $ 1,002 $ ( 1,494 ) Denominator for basic income (loss) per share weighted average shares 13,563,763 12,495,707 13,043,477 12,525,407 Effect of dilutive securities: Options and restricted stock units 61,332 - 58,158 - Denominator for diluted loss per share weighted average shares 13,625,095 12,495,707 13,101,635 12,525,407 Basic income (loss) per share $ 0.13 $ ( 0.02 ) $ 0.08 $ ( 0.12 ) Diluted income (loss) per share $ 0.12 $ ( 0.02 ) $ 0.08 $ ( 0.12 ) Approximately 444,000 stock options and 0 restricted stock units for the three and six months ended June 30, 2021, respectively, and 510,900 stock options and 86,636 restricted stock units for the three and six months ended June 30, 2020, respectively, were excluded from the calculation because they were anti-dilutive. 9 Table of Contents 9. Non-Cash Share-Based Employee Compensation The Company has an employee and non-employee director share-based incentive compensation plan. Related to these programs, the Company recorded non-cash share-based employee compensation expense of $ 33 and $ 65 for the three and six months ended June 30, 2021, respectively, compared with $ 30 and $ 60 , respectively, for the same period last year. The Company considers its non-cash share-based employee compensation expenses as a component of cost of products and selling, general and administrative expenses. There was no non-cash share-based employee compensation expense capitalized as part of capital expenditures or inventory for the periods presented. The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock option grants under this plan. The non-cash share-based employee compensation expense recorded in the three and six months ended June 30, 2021, was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. A summary of activity under the Company’s stock option plans during the six months ended June 30, 2021, is presented below: Stock Options Wgt. Avg. Exercise Price ($) Per Share Wgt. Avg. Remaining Contractual Life (Years) Wgt. Avg. Grant Date Fair Value ($) Per Share Aggregate Intrinsic Value ($) As of January 1, 2021 Outstanding 489,000 3.96 7.23 1.51 20,000 Vested 185,800 4.15 5.65 1.55 20,000 Nonvested 303,200 3.84 8.20 1.49 - Period activity Issued - - — - - Exercised - - — - - Forfeited - - — - - Expired 10,000 4.55 — 1.06 - As of June 30, 2021 Outstanding 479,000 3.94 6.88 1.52 24,250 Vested 250,600 4.10 6.00 1.55 24,250 Nonvested 228,400 3.77 7.84 1.48 - Restricted Stock Units On March 4, 2021, upon the resignation of former director Lewis Johnson, the Company, at the direction of the Board of Directors, accelerated the vesting of Mr. Johnson’s unvested restricted stock units granted September 6, 2018, September 6, 2019, and August 24, 2020, and issued 24,505 shares of common stock to Mr. Johnson. On August 24, 2020, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $ 40 per award (resulting in total aggregate grant-date fair value of $ 240 ), which will vest in five equal, annual installments beginning with the first anniversary of the grant date, subject to the director’s continued service through such date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director, but is not nominated for the Board for election by stockholders, other than for good reason, as determined by the Board in its discretion, then the restricted stock units shall vest in full as of the director’s last date of service as a director of the Company. On April 24, 2020, upon the resignation of former director Ryan Turner, the Company, at the direction of the Board of Directors, accelerated the vesting of Mr. Turner’s unvested restricted stock units granted September 6, 2019, and September 6, 2018, and issued 10,389 and 4,050 shares of common stock, respectively. On September 6, 2019, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $ 40 per award (resulting in total aggregate grant-date fair value of $ 280 ), which will vest in five equal, annual installments beginning with the first anniversary of the grant date, subject to the director’s continued service through such date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director, but is not nominated for the Board for election by stockholders, other than for good reason, as determined by the Board in its discretion, then the restricted stock units shall vest in full as of the director’s last date of service as a director of the Company. 10 Table of Contents On September 6, 2018, the Company granted to each non-employee director restricted stock units with a grant-date fair value of $ 20 per award (resulting in total aggregate grant-date fair value of $ 140 ), which vest in five equal, annual installments beginning with the first anniversary of the grant date, subject to the director’s continued service through such date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director, but is not nominated for the Board for election by stockholders, other than for good reason, as determined by the Board in its discretion, then the restricted stock units vest in full as of the director’s last date of service as a director of the Company. On September 6, 2019, which was the first anniversary of the grant date, the first tranche of the September 2018 restricted stock units vested. On June 4, 2018, the Company granted to each non-employee director restricted stock units with a grant fair value of $ 20 per award (resulting in total aggregate grant-date fair value of $ 140 ), which vested on June 4, 2019. There were 122,533 and 147,038 restricted stock units outstanding as of June 30, 2021, and December 31, 2020, respectively. The Company recorded non-cash restricted stock unit compensation expense of $ 25 and $ 128 for the three and six months ended June 30, 2021, respectively, compared with $ 68 and $ 89 , respectively for the same period last year. 10. Commitments and Contingencies From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of its business. On a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, it records a liability in its consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not accrue legal reserves, consistent with applicable accounting guidance. There were no pending material claims or legal matters as of June 30, 2021. In December 2019, a novel strain of the coronavirus (COVID-19) surfaced in Wuhan, China, which spread globally and was declared a pandemic by the World Health Organization in March 2020. The pandemic may have the potential of adversely impacting our business and financial performance in the future. The extent of the potential impact will depend on future developments, which are uncertain and, given the continuing evolution of the COVID-19 pandemic and the global responses to curb its spread, cannot be predicted. In addition, the pandemic has significantly increased economic uncertainty. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its national and, to some extent, global economic impact, including any recession that may occur in the future. Purchase Commitments As of June 30, 2021, the Company had purchase commitments for inventory totaling approximately $ 8,591 . Significant Customers Sales to United States government agencies represented approximately $ 4,749 ( 41.9 %) and $ 6,865 ( 34.5 %) of the Company’s net total sales for the three and six months ended June 30, 2021, respectively, compared with approximately $ 4,268 ( 43.0 %) and $ 10,845 ( 52.1 %), respectively, for the same period last year. Accounts receivable from agencies of the United States government were $ 3,279 as of June 30, 2021, compared with approximately $ 589 at the same date last year. 11 Table of Contents 11. Debt BK Technologies, Inc., a wholly owned subsidiary of the Company, entered into a $ 5,000 Credit Agreement and a related Line of Credit Note (the “Note” and collectively with the Credit Agreement, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMC”) on January 30, 2020. The Credit Agreement provides for a revolving line of credit of up to $5,000, with availability under the line of credit subject to a borrowing base calculated as a percentage of accounts receivable and inventory. Proceeds of borrowings under the Credit Agreement may be used for general corporate purposes. The line of credit is collateralized by a blanket lien on all personal property of BK Technologies, Inc., pursuant to the terms of the Continuing Security Agreement with JPMC. The Company and each subsidiary of BK Technologies, Inc., are guarantors of BK Technologies, Inc.’s obligations under the Credit Agreement, in accordance with the terms of the Continuing Guaranty. On January 26, 2021, the Company extended this revolving credit facility for one year, through January 31, 2022. Borrowings under the Credit Agreement will bear interest at a rate per annum equal to one-month LIBOR or zero if the LIBOR is less than zero) plus a margin of 1.90% (1.97263% as of June 30, 2021). The line of credit, as modified, is to be repaid in monthly payments of interest only, payable in arrears, commencing on February 1, 2020 , with all outstanding principal and interest to be payable in full at maturity ( January 31, 2022 ). The Credit Agreement contains certain customary restrictive covenants, including restrictions on liens, indebtedness, loans and guarantees, acquisitions and mergers, sales of assets, and stock repurchases by BK Technologies, Inc. The Credit Agreement contains one financial covenant requiring BK Technologies, Inc., to maintain a tangible net worth of at least $ 20,000 at any fiscal quarter end. The Credit Agreement provides for customary events of default, including: (1) failure to pay principal, interest or fees under the Credit Agreement when due and payable; (2) failure to comply with other covenants and agreements contained in the Credit Agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other agreements with JPMC or under other debt or other obligations of BK Technologies, Inc.; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, JPMC may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the Credit Agreement. BK Technologies, Inc. was in compliance with all covenants under the Credit Agreement as of June 30, 2021, and the date of filing this report. As of June 30, 2021, and the date of filing this report, the Company had an outstanding balance of approximately $ 1,500 , and a net balance availability of $ 3,165 under the Credit Agreement. On April 6, 2021, BK Technologies, Inc., a wholly owned subsidiary of BK Technologies Corporation, and JPMC, as a lender, entered into a Master Loan Agreement in the amount of $ 743 to finance various items of manufacturing equipment. The loan is collateralized by the equipment purchased using the proceeds. The Master Loan Agreement is payable in 48 equal monthly principal and interest payments of approximately $ 16 beginning on May 8, 2021 , matures on April 8, 2025 , and bears a fixed interest rate of 3.0 %. On September 25, 2019, BK Technologies, Inc., a wholly owned subsidiary of the Company, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association, as a lender, entered into a Master Loan Agreement in the amount of $ 425 to finance various items of manufacturing equipment. The loan is collateralized by the equipment purchased using the proceeds. The Master Loan Agreement is payable in 60 equal monthly principal and interest payments of approximately $ 8 beginning on October 25, 2019 , matures on September 25, 2024 , and bears a fixed interest rate of 5.11 %. 12. Leases The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases”. The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. 12 Table of Contents As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are accounted for separately. The Company leases approximately 54,000 square feet (not in thousands) of industrial space in West Melbourne, Florida, under a non-cancellable operating lease. The lease has the expiration date of September 30, 2027 . Annual rental, maintenance and tax expenses for the facility are approximately $ 491 . In February 2020, the Company entered into a lease for 6,857 square feet (not in thousands) of office space at Sawgrass Technology Park, 1619 NW 136th Avenue in Sunrise, Florida, for a period of 64 months commencing July 1, 2020. Annual rental, maintenance and tax expenses for the facility will be approximately $196 for the first year, increasing by approximately 3% for each subsequent 12-month period. In March 2021, the Company executed an agreement for the termination of its lease for 8,100 square feet (not in thousands) of office space in Lawrence, Kansas, effective March 31, 2021 and recognized a termination lease expense of approximately $53. The original term of the lease was through December 31, 2021 . Lease costs consisted of the following: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating lease cost $ 136 $ 143 $ 302 $ 287 Short-term lease cost - - - 2 Variable lease cost 33 32 65 63 Total lease cost $ 169 $ 175 $ 367 $ 352 Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (fixed payments) $ 140 $ 122 $ 352 $ 243 Operating cash flows (liability reduction) $ 100 $ 83 $ 271 $ 164 ROU assets obtained in exchange for lease obligations: Operating leases $ - $ 26 $ 14 $ 35 13 Table of Contents 12. Leases (continued) Other information related to operating leases was as follows: June 30, 2021 Weighted average remaining lease term (in years) 5.68 Weighted average discount rate 5.50 % Maturity of lease liabilities as of June 30, 2021, were as follows: June 30, 2021 Remaining six months of 2021 $ 287 2022 582 2023 595 2024 608 2025 618 Thereafter 722 Total payments 3,412 Less: imputed interest ( 486 ) Total liability $ 2,926 13. Subsequent Event Effective July 1, 2021, the Company changed its accounting to burden the material at the time of purchase receipts. Prior to July 1, 2021, the Company applied the material burden at the time the inventory was issued to work in progress. This change resulted in a net increase of approximately $ 1.3 million in inventory and retained earnings. 14 Table of Contents