Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☑ No ☐

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

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).

There were 13,844,58412,493,420 shares of common stock, $0.60 par value, of the registrant outstanding at October 31, 2017.August 2, 2020.

We believe that it is important to communicate our future expectations to our security holders and to the public. 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 and 21E of the Securities Exchange Act of 1934 (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.”prospects. 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”“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. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162019 and in our subsequent filings with the Securities and Exchange Commission, and include, among others, the following:

Some of these factors and risks have been, and may further be, exacerbated by the COVID-19 pandemic. 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”) are disclosed in millions or as whole dollar amounts.

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statementscondensed consolidated financial statements and notes thereto appearing elsewhere in this report and the MD&A, Consolidated Financial Statementsconsolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

BK Technologies Corporation is a holding company, with a wholly-owned operating subsidiary, BK Technologies, Inc. We design, manufacture and market two-way land mobile radios, repeaters, base stations and related components and subsystems.

Two-way land mobile radios can be hand-held (portable) or installed in vehicles (mobile). Repeaters expand the range of two-way land mobile radios, enabling them to operate over a wider area. Base station components and subsystems are installed at radio transmitter sites to improve performance by enhancing the signal and reducing or eliminating signal interference and enabling the use of one antenna for both transmission and reception. We incorporate both analog and digital technologies in our products. Our digital technology is compliant with the Project 25 standard of the Association of Public-Safety Communications Officials (“APCO Project 25,” or “P-25”).

OurOverall, our financial and operating results for the thirdthree and six months ended June 30, 2020 were comparable with the same periods of last year and improved in some respects. For the first half of 2020, sales were materially unchanged from last year’s six-month period. While sales for the second quarter of 2017 reflected2020 were below sales growthfor last year’s second quarter, this was offset by first quarter 2020 sales, which exceeded last year’s first quarter sales. Gross profit margins as a percentage of sales for the second quarter and increasing cashsix-month periods of 2020 improved compared with the first two quarterssame periods of 2017. Comparedlast year and compared with the thirdimmediately preceding quarter. Selling, general and administrative expenses for the second quarter and six months of 2020 were significantly lower compared with the same periods last year sales and earnings decreased, which reflects the positive impact in 2016 of sales related to our contractcompared with the U.S. Transportation Security Administration (“TSA”). Duringimmediately preceding quarter. Combined, these factors contributed to an improvement in operating performance, yielding a significantly reduced operating loss for the third quarter,six-month period of 2020 compared with the same period last year. Furthermore, during the first six months of 2020, we declaredreduced inventory by approximately $4.0 million, which was a dividend of $0.02 paid on October 16, 2017primary factor enabling us to shareholders of record as of October 2, 2017.generate positive cash flow from operations.

For the three months ended September 30, 2017,second quarter of 2020, our sales totaleddecreased 25.3% to approximately $11.8$9.9 million, compared with approximately $14.7$13.3 million for the same quarter last year, and $10.8 million for the preceding quarter. Sales of P-25 digital products for the third quarter of 2017 totaled approximately $8.2 million (69.7% of total sales), compared with approximately $9.7 million (65.7% of total sales) for the third quarter last year.

Gross profit margins as a percentage of sales for the thirdsecond quarter ended September 30, 2017 totaledof 2020 improved to approximately 32.3%43.6%, compared with 31.4%42.9% for the thirdsecond quarter last year. For the nine monthssix-month period ended SeptemberJune 30, 2017,2020, gross profit margins as a percentage of sales totaled approximately 35.2%improved to 39.5%, compared with 38.9% for the same period last year.

Selling, general and administrative expenses (“SG&A”) for the second quarter of 2020 decreased 23.2% to approximately 32.3%$4.4 million, compared with approximately $5.7 million for the same quarter last year. SG&A expenses for the first six months of 2020 decreased 12.7% to approximately $9.1 million, compared with approximately $10.4 million for the same period last year.

For the three months ended September 30, 2017, selling, general and administrative expenses (“SG&A”) totaledsecond quarter of 2020, we recognized an operating loss of approximately $3.7 million (30.9% of sales),$36,000, compared with operating income of approximately $3.5 million (24.1% of sales)$20,000 for the same quarter last year. For the nine months ended September 30, 2017, SG&A expenses totaledsix-month period of 2020, we reduced our operating loss by approximately $10.6$1.4 million (35.4% of sales),to approximately $884,000, compared with an operating loss of approximately $10.1$2.3 million (23.3% of sales) for the same period last year.

For the three and nine monthssecond quarter of 2020, we recognized an unrealized loss totaling $200,000 on our investment in 1347 Property Insurance Holdings, Inc. (“PIH”), made through FGI 1347 Holdings, LP, a consolidated variable interest entity. This compares with an unrealized loss of $148,000 on the investment for the second quarter last year. For the six-month period ended SeptemberJune 30, 2017, other income totaled2020, we recognized an unrealized loss of approximately $0.7 million and $1.1 million, respectively, primarily from gains on sales$506,000, compared with an unrealized gain of Iteris common stock (see Note 6 to the Condensed Consolidated Financial Statements on Page 9 of this report).$444,000 for last year’s six-month period.

As of SeptemberJune 30, 2017,2020, working capital totaled approximately $24.5$13.4 million, of which approximately $16.0$10.5 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2016,2019, working capital totaled approximately $23.4$14.5 million, of which approximately $14.4$8.6 million was comprised of cash, cash equivalents and trade receivables.

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 Statementscondensed consolidated statements of Operationsoperations expressed as a percentage of sales:

For the thirdsecond quarter ended SeptemberJune 30, 2017,2020, net sales totaled approximately $11.8$9.9 million, compared with approximately $14.7$13.3 million for the same quarter last year. Sales of P-25 digital products for the quartersix months ended June 30, 2020 totaled approximately $8.2 million (69.7% of total sales), compared with approximately $9.7 million (65.7% of total sales) for the same quarter last year.

The comparative decreaseDuring the second quarter of 2019, demand from federal and certain state customers was stronger following the federal government shutdown early in total2019. Also, while the precise impact to sales andcannot be quantified, procurement activities of some customers were likely affected by the COVID-19 pandemic during the second quarter of 2020. Despite such factors, sales of digital products for the three and nine-month periodssecond quarter of 2017 was attributed primarily to2020 remained relatively consistent, totaling over 91% of first quarter 2020 sales. Accordingly, for the six-month period of 2020, sales were approximately the same level compared with the last year’s delivery orders from the TSA, which were not replicated this year. During the third quarter, however, demand from other federal, state and international public safety agencies strengthened fromsix-month period. Customers for the first halfsix months of 20172020 included federal and from last year’s third quarter. Compared to last year’s third quarter, sales tostate agencies other than the TSA increased approximately 15.4%.as well as dealers.

Design of the initial product in our new BKR Series product line has been completed, and we anticipate it will be available for sale in during the second half of this year and moving forward. Additional models are planned for introduction in the future. Availability of the initial BKR Series product for sale and/or development of additional BKR Series products could be delayed by various factors, including potential impacts related to the COVID-19 pandemic. BKR Series products, we believe, should increase our addressable market by expanding the number of federal and other customers that may purchase our products. However, the timing and size of orders from agencies at all levels can be unpredictable and subject to the influence of budgets, priorities and other factors. Accordingly, we have addedcannot assure that sales resources during the first nine months of 2017 to help maximize the funnel and potentialwill occur under particular contracts, or that our sales growth.prospects will otherwise be realized.

Gross profit marginmargins as a percentage of sales for the thirdsecond quarter ended SeptemberJune 30, 2017 was 32.3%2020 improved to approximately 43.6%, compared with 31.4%42.9% for the same quarter last year. For the nine monthssix-month period ended SeptemberJune 30, 2017,2020, gross profit margin as a percentage of sales was 35.2%margins improved to approximately 39.5%, compared with 32.3%38.9% for the same period last year.

Our cost of products and gross profit marginmargins are primarily derived primarily from material, labor and overhead costs, product mix, manufacturing volumes and pricing. Gross profit margins for the second quarter of 2020 increased compared with the same period last year and compared with the preceding quarter primarily due to a more favorable mix of product sales and increased manufacturing volumes. During the second quarter of 2020, we also reduced manufacturing operations employment by approximately 21%, as well as other related expenses. These reductions improved our utilization and absorption of manufacturing and support expenses, contributing favorably to gross profit margins.

For the thirdsix months ended June 30, 2020, gross profit margins improved compared with the six-month period last year, although they were below typical historical levels as the mix of product sales during the first quarter and nine month periods, sales wereof 2020 was more heavily weighted toward lower margin products andcompared with the first quarter last year. Additionally, during the first quarter of 2020, more customer orders were sold using promotional pricing designed to drive sales growth. Gross profit margins were also adversely impacted by incremental product costs associatedfulfilled with addressing customer requirements. For last year’s third quarter and nine-month periods,on-hand inventory in concert with our inventory reduction program, which had a positive impact on margins. Consequently, gross profit margins were negatively affectedimpacted by competitive factors associated withlower manufacturing volumes, resulting in suboptimal utilization and absorption of manufacturing and support expenses. During the TSA business.

We continue to utilize a combination of internal manufacturing capabilities and contract manufacturing relationships for production efficiencies and to manage material and labor costs.costs, and anticipate continuing to do so in the future. We anticipatebelieve that our current manufacturing capabilities and contract manufacturing relationships or comparable alternatives will continue to be available to usus. Although in the future. Wefuture we may encounter new product cost and competitive pricing pressures, in the future. However, the extent of their impact on gross margins, if any, is uncertain.

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 thirdsecond quarter of 2017 totaled approximately $3.7ended June 30, 2020 decreased by $1.3 million, or 30.9% of sales, compared with23.2%, to approximately $3.5$4.4 million or 24.1% of sales, for the third quarter last year. For the nine months ended September 30, 2017, SG&A expenses totaled approximately $10.6 million, or 35.4% of sales, compared with $10.1 million, or 23.3% of sales, for the same period last year.

Other general and administrative expenses for the second quarter 2020 totaled approximately $1.4 million (14.0% of sales), compared with approximately $1.3 million (9.8% of sales) for the same quarter last year. For the six months ended June 30, 2020, general and administrative expenses totaled approximately $2.6 million (12.5% of sales), compared with approximately $2.5 million (11.9% of sales) for the six-month period last year. Decreases in employment and other headquarters expenses were more than offset by severance costs recognized anin the second quarter of 2020 related to our reduction in employment.

The operating loss offor the second quarter ended June 30, 2020 totaled approximately $76,000$36,000, compared with operating income of $20,000 for last year’s second quarter. For the six months ended June 30, 2020, our operating loss improved 61.5% from the same period last year, totaling approximately $3.9$884,000 (4.2% of sales), compared with approximately $2.3 million (11.0% of sales) for the six-month period last year. The reduced operating loss for the first six months of 2020 was primarily attributed to gross profit margin improvements, while reducing employment and other operating expenses.

On June 15, 2017,24, 2020, the Company announced thatentered into a Financial and Consulting Services Agreement (the “Agreement”) with Itasca Financial LLC (“Itasca”), pursuant to which Itasca agreed to advise the Company on aspects of its strategic direction. In exchange for Itasca’s services, the Company agreed to pay Itasca a retainer fee of $50,000, payable in two installments of $25,000, and a monthly fee of $20,000. The Agreement may not be terminated for a period of two months from June 24, 2020, after which time it may be terminated by either party at any time with prior written notice of at least 30 calendar days. As of the date of this report, the Company has paid $45,000 to Itasca and the parties have agreed to suspend the Agreement indefinitely. Upon termination of the Agreement by either party, the Company has agreed to pay Itasca a termination fee of $100,000, which can be payable in a combination of cash and stock at the Company’s discretion, and if any such fee is paid in stock, then the Company has agreed to grant Itasca unlimited piggyback registration rights for such stock. The Agreement also includes expense reimbursement provisions and indemnification provisions in favor of Itasca and its affiliates. This description of the Agreement is a summary only and is qualified by reference to full text of Agreement, which is filed as an exhibit to this report.

Fundamental Global Investors, LLC, with its affiliates (collectively, “Fundamental Global”), is the largest stockholder of the Company. D. Kyle Cerminara, the Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC, and Lewis M. Johnson, the President, Co-Founder and Partner of Fundamental Global Investors, LLC, are both members of the Company’s Board of Directors, approved the increase in the Repurchase Program from 500,000 to 1,000,000 sharesand John W. Struble, Chairman of the Company’s common stock.

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

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.