What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-14 compared with 2023-03-16 · 40 added, 28 removed, 181 unchanged (27% of the section changed)

2 unchanged sentences

All operating activities described herein are undertaken by our operating subsidiary.

In business for over 70 years, BK consists of two business units:

In business for over 70 years, BK operates two key business units:

Radio and SaaS.

The Radio business unit designs, manufactures and markets American-made wireless communications products consisting of two-way land mobile radios (“LMRs”).

The Radio business unit designs, manufactures and markets wireless communications products consisting of two-way land mobile radios (“LMRs”).

Two-way LMRs can be radios that are hand-held (portable) or installed in vehicles (mobile).

Generally, BK Technologies-branded products serve the government markets including but not limited to emergency response, public safety, homeland security and military customers of federal, state, and municipal government agencies, as well as various industrial and commercial enterprises.

Generally, BK Technologies-branded products serve government markets, including, but not limited to, emergency response, public safety, homeland security and military customers of federal, state and municipal government agencies, as well as various industrial and commercial enterprises.

We believe that our products and solutions provide superior value by offering a high specification, ruggedized, durable, reliable, feature rich, Project 25 (“P25”) compliant radio at a lower cost relative to comparable offerings.

The SaaS business unit focuses on delivering innovative, public safety smartphone applications which operate ubiquitously over the public cellular networks.

The SaaS business unit focuses on delivering innovative, public safety smartphone applications which operate ubiquitously over public cellular networks.

Our BKRplay branded smartphone application offers multiple services which make the first responder safer and more efficient.

1 unchanged sentence

We were incorporated under the laws of the State of Nevada on October 24, 1997.

We are the resulting corporation from the reincorporation merger of our predecessor, Adage, Inc., a Pennsylvania corporation, which reincorporated from Pennsylvania to Nevada effective as of January 30, 1998.

We are the corporation resulting from the reincorporation merger of our predecessor, Adage, Inc., a Pennsylvania corporation, which reincorporated from Pennsylvania to Nevada effective as of January 30, 1998.

Effective on June 4, 2018, we changed our corporate name from “RELM Wireless Corporation” to “BK Technologies, Inc.”

9 unchanged sentences

Our Internet website address is www.bktechnologies.com.

The information contained on our website is not incorporated by reference in this report.

We make available on our Internet website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to these reports as soon as practicable after we file such material with, or furnish it to, the U.S.

Securities and Exchange Commission (the “SEC”).

In addition, our Code of Business Conduct and Ethics, Code of Ethics for the CEO and Senior Financial Officers, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter and other corporate governance policies are available on our website, under “Investor Relations.” The information contained on our website is not incorporated by reference in this report.

A copy of any of these materials may be obtained, free of charge, upon request from our investor relations department.

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.

1 unchanged sentence

Significant Events

On November 6, 2023, the Company entered into a Master Service Agreement (the “EW MSA”) with East West Manufacturing, LLC, a Georgia limited liability company (“EW”), for the manufacturing production of certain land mobile radio (“LMR”) products and accessories.

In connection with the EW MSA, the Company and EW also entered into a Transition Services Agreement to govern the transition of manufacturing production to EW.

Also, in connection with the EW MSA, the Company and EW entered into a Stock Purchase Agreement, pursuant to which EW purchased 77,520 shares of Common Stock with a value equal to $1,000,000.

The number of shares of stock was determined based upon a price per share of $12.90, which is equal to the average of the closing price of the Common Stock on the NYSE American exchange for the 30 most recent trading days prior to November 6, 2023, rounded up to the nearest whole number of shares.

Additionally, EW purchased a warrant (“Warrant”), with a five-year term to purchase up to 135,300 shares of Common Stock at an exercise price per share of $15.00.

The Company executed a Reverse Stock Split approved by the board of directors on March 23, 2023, which became effective at 5:00 p.m.

Eastern Time on April 21, 2023.

Shares of Common Stock underlying outstanding stock options and restricted stock units were proportionately reduced, and the respective exercise prices were proportionately increased in accordance with the terms of the agreements governing such securities.

Accordingly, all shares and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split.

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

On January 31, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), relating to the sale of shares of our Common Stock.

In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock from time to time up to an aggregate offering price of $15,000,000 through or to the Sales Agent, acting as sales agent or principal.

After adjusting for the Reverse Stock Split, the number of shares issuable under the terms of the Sales Agreement is 845,070 shares of our Common Stock.

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.

On December 27, 2023, the Company notified the Sales Agent that it was terminating the Sales Agreement as of December 29, 2023, as per the terms of the Sales Agreement.

The Company’s “shelf” registration statement on Form S-3 that was filed with the SEC on December 11, 2020, and amended December 21, 2020, expired on December 29, 2023.

During 2022, pursuant to our capital return program, we declared and paid three quarterly dividends.

The dividends declared in April, June and September 2022 were $0.03 per share.

On December 17, 2021, a share repurchase program was authorized under which we may repurchase up to an aggregate of $5 million of its common shares.

The Company announced the suspension of its quarterly cash dividend program in March 2023.

On December 17, 2021, a share repurchase program was authorized under which we may repurchase up to an aggregate of $5 million of our Common Stock.

Share repurchases under this program were authorized to begin immediately.

1 unchanged sentence

Any repurchases would be funded using cash on hand and cash from operations.

The actual timing, manner and number of shares repurchased under the program will be determined by management and the Board of Directors at their discretion, and will depend on several factors, including the market price of our common shares, general market and economic conditions, alternative investment opportunities, and other business considerations in accordance with applicable securities laws and exchange rules.

The actual timing, manner and number of shares repurchased under the program will be determined by management and the Board of Directors at their discretion, and will depend on several factors, including the market price of our Common Stock, 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 our discretion.

On June 9, 2021, we closed a public offering of 4,249,250 shares of our common stock at a price of $3.00 per share, for net proceeds of $11,559,000 after deducting underwriting discounts, commissions and offering expenses.

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 net proceeds from the offering have been used primarily for general corporate purposes, which may include working capital, capital expenditures, operational purposes, strategic investments and potential acquisitions in complementary businesses.

Industry Overview

50 unchanged sentences

This capability is vitally important for effectively managing unplanned incidents that may involve groups of people that don’t normally collaborate.

The Company expects to launch the service in the first quarter of 2023.

BKRplay is BK’s public safety smartphone application which provides access to the InteropONE service, as well as a host of other capabilities which make the first responder safer and more efficient.

Built around an intelligent interface between a smartphone and our BK radio, BKRplay services deliver an enhanced customer experience which increases the sales reach of our radios.

BKRplay is available to download free of charge from the Google Play or Apple App stores.

BKRplay is available to download from the Google Play or Apple App stores.

We presently have three pending U.S.

patent applications for the SaaS services products.

Description of Markets

5 unchanged sentences

In most instances, our KNG and BKR-branded products serve this market and are sold either directly to end-users or through two-way communications dealers.

The BKRplay smartphone application and InteropONE POC service have been designed to service this market and are expected to be sold directly to end-users or through SaaS resellers.

The BKRplay smartphone application and InteropONE POC service have been designed to service this market and are sold directly to end-users or through SaaS resellers.

Sales to government and public safety users represented substantially all of our sales for 2023 and 2022.

3 unchanged sentences

The first product in this line, the VHF BKR5000 portable radio was introduced in August 2020.

The second product, the all-band BKR9000 portable radio is scheduled to be released in 2023.

The second product, the all-band BKR9000 portable radio was released in April 2023.

Our KNG and BKR products also provide P25 compliant encrypted operation for secured communication, GPS location and network authentication capabilities.

2 unchanged sentences

For 2023 and 2022, our engineering and development expenses were approximately $9.3 million and $9.6 million, respectively.

The increased expenditures in 2022 were primarily attributed to engineering staff expenses, which are focused on new BKR product development initiatives.

Intellectual Property

We presently have two U.S.

We presently have four U.S.

patents in force, and we have four pending U.S.

4 unchanged sentences

Manufacturing and Raw Materials

Our Made in America manufacturing strategy is to utilize the highest quality and most cost-effective resources available for every aspect of our manufacturing.

Our manufacturing strategy is to utilize the highest quality and most cost-effective resources available for every aspect of our manufacturing.

Consistent with that strategy, we have successfully utilized a hybrid of Florida-based internal manufacturing capability in concert with outside contract arrangements for different manufacturing processes.

In recent years, the breadth of our internal manufacturing capabilities has been expanded.

Our outside manufacturing contract arrangements have been managed and updated to meet our present requirements, including increasing relationships with American concerns.

Our outside manufacturing contract arrangements have been managed, updated and expanded to meet our present requirements.

This hybrid approach has been instrumental in ramping up our production capacity while controlling our product costs and managing our product quality.

Contract manufacturers produce various subassemblies and products on our behalf.

Contract manufacturers produce various products and subassemblies on our behalf.

Generally, the contract manufacturers procure raw materials from BK-approved sources and complete manufacturing activities in accordance with our specifications.

2 unchanged sentences

Their scope may also be expanded to include new products in the future.

We plan to expand our internal manufacturing capabilities and U.S.-based relationships, combined with other American manufacturers and suppliers where it furthers our business objectives.

We plan to expand our contract manufacturing relationships and suppliers where it furthers our business objectives.

This strategy allows us to effectively manage quality, product costs and lead-times while focusing other resources on our core technological competencies of product design and development.

5 unchanged sentences

We rely upon a limited number of both American and foreign suppliers for several key products and components.

Approximately 61% of our material, subassembly and product procurements in 2022 were sourced from nine suppliers.

Approximately 69% of our material, subassembly and product procurements in 2023 were sourced from twelve suppliers.

We place purchase orders from time to time with these suppliers and have no guaranteed supply arrangements.

In addition, certain components are obtained from single sources.

During the first half of 2022, our operations were materially impaired due to delays from single-source suppliers.

During 2022, due to lingering COVID-related supply chain disruptions, our operations were materially impaired due to delays from single-source suppliers.

We manage the risk of such delays by securing secondary sources, where possible, and redesigning products in response to component shortages or obsolescence.

We strive to maintain strong relationships with all of our suppliers.

We anticipate that the current relationships, or others that are comparable, will be available to us in the future.

We anticipate that current relationships, or others that are comparable, will be available to us in the future.

Seasonal Impact

47 unchanged sentences

The Company is committed to the health, safety and wellness of its employees.

We have modified our business practices and implemented certain policies at our offices in accordance with best practices to accommodate, and at times mandate, social distancing and remote work practices, including restricting employee travel, modifying employee work locations, implementing social distancing and enhanced sanitary measures in our facilities, and cancelling attendance at events and conferences.

During the COVID-19 pandemic, we modified our business practices and implemented certain policies at our offices in accordance with best practices to accommodate, and at times mandate, social distancing and remote work practices, including restricting employee travel, modifying employee work locations, implementing social distancing and enhanced sanitary measures in our facilities, and cancelling attendance at events and conferences.

In addition, we have invested in employee safety equipment, additional cleaning supplies and measures, re-designed production lines and workplaces as necessary and adapted new processes for interactions with our suppliers and customers to safely manage our operations.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business