UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31,June 30, 2018
 
OR
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to _________
 
Commission file number 001-32644
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada59-3486297
State or other jurisdiction of(I.R.S. Employer
incorporation or organization(I.R.S. Employer Identification No.)
 
7100 Technology Drive
West Melbourne, Florida 32904
(Address of principal executive offices and Zip Code)
 
Registrant’s telephone number, including area code: (321) 984-1414
RELM Wireless Corporation
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No
 
Indicate by check mark whether the registrant has submitted electronically 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.
 
Large accelerated filerAccelerated filer
Non-accelerated filer(Do not check if a smaller reporting company) 
Smaller reporting companyEmerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
 
There were 13,844,58413,505,535 shares of common stock, $0.60 par value, of the registrant outstanding at May 1,July 24, 2018.
 

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  
FINANCIAL STATEMENTS
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
 
 
March 31,
2018
 
 
 December 31,
2017
 
 
June 30,
2018
 
 
December 31,
2017
 
 
(Unaudited)
 
 
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $8,058 
 $7,147 
 $10,723 
 $7,147 
Available-for-sale-securities
   
  9,184 
   
  9,184 
Trade accounts receivable, net
  7,708 
  5,524 
  6,983 
  5,524 
Inventories, net
  15,318 
  14,358 
  12,781 
  14,358 
Prepaid expenses and other current assets
  760 
  772 
  871 
  772 
Total current assets
  31,844 
  36,985 
  31,358 
  36,985 
    
    
Property, plant and equipment, net
  2,151 
  2,201 
  2,367 
  2,201 
Investment in securities
  3,036 
   
  3,389 
   
Deferred tax assets, net
  3,423 
  3,317 
  3,139 
  3,317 
Other assets
  273 
  298 
  239 
  298 
Total assets
 $40,727 
 $42,801 
 $40,492 
 $42,801 
LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    
    
    
Current liabilities:
    
    
Accounts payable
 $4,855 
 $5,971 
 $3,534 
 $5,971 
Accrued compensation and related taxes
  1,288 
  1,364 
  1,615 
  1,364 
Accrued warranty expense
  1,447 
  1,389 
  1,415 
  1,389 
Accrued other expenses and other current liabilities
  956 
  1,159 
  974 
  1,159 
Dividends payable
  271 
  273 
  271 
  273 
Deferred revenue
  166 
  157 
  175 
  157 
Total current liabilities
  8,983 
  10,313 
  7,984 
  10,313 
    
    
Deferred revenue
  753 
  481 
  1,045 
  481 
Total liabilities
 $9,736 
 $10,794 
 $9,029 
 $10,794 
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; 13,844,584 issued and outstanding shares at March 31, 2018 and December 31, 2017, respectively
  8,307 
  8,307 
Common stock; $.60 par value; 20,000,000 authorized shares; 13,882,937 and 13,844,584 issued and 13,529,983 and 13,652,490 outstanding shares at June 30, 2018 and December 31, 2017, respectively
  8,330 
  8,307 
Additional paid-in capital
  25,697 
  25,642 
  25,730 
  25,642 
Accumulated deficit
  (1,846)
  (5,450)
  (1,171)
  (5,450)
Accumulated other comprehensive income
   
  4,318 
   
  4,318 
Treasury stock, at cost, 285,514 and 192,094 shares at March 31, 2018 and December 31, 2017, respectively
  (1,167)
  (810)
Treasury stock, at cost, 352,954 and 192,094 shares at June 30, 2018 and December 31, 2017, respectively
  (1,426)
  (810)
Total stockholders’ equity
  30,991 
  32,007 
  31,463 
  32,007 
Total liabilities and stockholders’ equity
 $40,727 
 $42,801 
 $40,492 
 $42,801 
 
See notes to condensed consolidated financial statements.
 

2
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
Condensed Consolidated Statements of OperationsIncome
(In thousands, except share and per share data) (Unaudited)
 
 
Three Months Ended
 
 
Three Months Ended
 
 
Six Months Ended
 
 
March 31,
2018
 
 
March 31,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
 
 
 
 
 
 
Sales, net
 $11,746 
 $7,380 
 $13,656 
 $10,762 
 $25,402 
 $18,142 
Expenses
    
    
Cost of products
  6,909 
  5,143 
  7,771 
  6,268 
  14,681 
  11,411 
Selling, general and administrative
  4,089 
  3,443 
  4,554 
  3,521 
  8,644 
  6,964 
Total expenses
  10,998 
  8,586 
  12,325 
  9,789 
  23,325 
  18,375 
    
    
Operating income (loss)
  748 
  (1,206)
  1,331 
  973 
  2,077 
  (233)
    
    
Other income (expense):
    
    
Interest income
  17 
  8 
  19 
  10 
  35 
  18 
Loss on investment in securities
  (1,146)
   
(Loss) gain on investment in securities
  (55)
  617 
  (1,201)
  617 
Loss on disposal of property, plant and equipment
   
  (104)
   
   
  (104)
Other expense
  (168)
  (87)
  (58)
  (60)
  (225)
  (147)
Total other
  (1,297)
  (183)
Total other income (expense)
  (94)
  567 
  (1,391)
  384 
    
    
Loss before taxes
  (549)
  (1,389)
Income before income taxes
  1,237 
  1,540 
  686 
  151 
    
    
Income tax benefit
  106 
  121 
Income tax expense
  (290)
  (222)
  (183)
  (101)
    
    
Net loss
 $(443)
 $(1,268)
Net income
 $947 
 $1,318 
 $503 
 $50 
    
    
Net loss per share-basic
 $(0.03)
 $(0.09)
Net loss per share-diluted
 $(0.03)
 $(0.09)
Net earnings per share-basic
 $0.07 
 $0.10 
 $0.04 
 $0.00 
Net earnings per share-diluted
 $0.07 
 $0.10 
 $0.04 
 $0.00 
Weighted average shares outstanding-basic
  13,754,119 
  13,734,053 
  13,532,958 
  13,785,046 
  13,567,778 
  13,759,732 
Weighted average shares outstanding-diluted
  13,754,119 
  13,734,053 
  13,547,394 
  13,814,690 
  13,595,586 
  13,902,587 
 
See notes to condensed consolidated financial statements.
 

3
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
Condensed Consolidated Statements of Comprehensive Income
(In thousands) (Unaudited)
 
 
 
Three Months Ended
 
 
 
March 31,
2018
 
 
March 31,
2017
 
Net loss
 $(443)
 $(1,268)
Unrealized gain on available-for-sale securities, net of tax
   
  2,059 
Total comprehensive (loss) income
 $(443)
 $791 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
Net income
 $947 
 $1,318 
 $503 
 $50 
Unrealized gain on available- for-sale securities, net of tax
   
  419 
   
  2,478 
Total comprehensive income
 $947 
 $1,737 
 $503 
 $2,528 
 
 
 
 
See notes to condensed consolidated financial statements.
 
4
 
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
 
 
Three Months Ended
 
 
Six Months Ended
 
 
March 31,
2018
 
 
March 31,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
Operating activities
 
 
 
 
 
 
Net loss
 $(443)
 $(1,268)
Adjustments to reconcile net loss to net cash used in operating activities:
    
Net income
 $503 
 $50 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
    
Inventories allowances
  (31)
  33 
  (31)
  49 
Deferred tax benefit
  (106)
  (121)
Deferred taxes
  178 
  100 
Depreciation and amortization
  211 
  229 
  439 
  471 
Share-based and stock compensation expense
  21 
  2 
  38 
  16 
Restricted stock unit compensation expense
  34 
   
  73 
  6 
Loss on investment in securities
  1,146 
   
Loss (gain) on investment in securities
  1,201 
  (617)
Loss on disposal of property, plant and equipment
   
  104 
   
  104 
Changes in operating assets and liabilities:
    
    
Trade accounts receivable
  (2,184)
  160 
  (1,459)
  (1,865)
Inventories
  (929)
  (785)
  1,608 
  (843)
Prepaid expenses and other current assets
  12 
  368 
  (99)
  527 
Other assets
  7 
  (5)
  23 
  (25)
Accounts payable
  (1,116)
  673 
  (2,437)
  899 
Accrued compensation and related taxes
  (76)
  (912)
  251 
  (838)
Accrued warranty expense
  58 
  196 
  26 
  410 
Deferred revenue
  281 
  (24)
  582 
  (6)
Accrued other expenses and other current liabilities
  (203)
  233 
  (185)
  203 
Net cash used in operating activities
  (3,318)
  (1,117)
Net cash provided by (used in) operating activities
  711 
  (1,359)
    
    
Investing activities
    
    
Purchases of property, plant and equipment
  (143)
  (319)
  (569)
  (447)
Investment in securities
  (3,333)
   
  (3,741)
   
Proceeds from sale of available-for-sale securities
  8,335 
   
  8,335 
  897 
Net cash provided by (used in) investing activities
  4,859 
  (319)
Net cash provided by investing activities
  4,025 
  450 
    
    
Financing activities
    
    
Proceeds from issuance of common stock
   
  183 
   
  183 
Cash dividends declared and paid
  (273)
  (1,235)
  (544)
  (2,477)
Repurchase of common stock
  (357)
  (97)
  (616)
  (217)
Cash used in financing activities
  (630)
  (1,149)
Net cash used in financing activities
  (1,160)
  (2,511)
    
    
Net change in cash and cash equivalents
  911 
  (2,585)
  3,576 
  (3,420)
Cash and cash equivalents, beginning of period
  7,147 
  10,910 
  7,147 
  10,910 
Cash and cash equivalents, end of period
 $8,058 
 $8,325 
 $10,723 
 $7,490 
    
    
Supplemental disclosure
    
    
Cash paid for interest
 $ 
 $ 
 $ 
 $ 
Income tax paid
 $ 
 $ 
 $ 
 $ 
Non-cash financing activity
    
    
Restricted stock units issued
 $140 
 $ 
Cashless exercise of stock options and related conversion of net shares to stockholders’ equity
 $ 
 $27 
 $ 
 $27 
 
See notes to condensed consolidated financial statements.
 
5
 
 
RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
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 sheetssheet as of March 31,June 30, 2018, the condensed consolidated statements of operationsincome and comprehensive income for the three and six months ended March 31,June 30, 2018 and 2017 and the condensed consolidated statements of cash flows for the threesix months ended March 31,June 30, 2018 and 2017 have been prepared by RELM Wireless CorporationBK Technologies, Inc. (the “Company”), and are unaudited. In the opinion of management, all adjustments, which include normal recurring adjustments, necessary for a fair presentation have been made. The condensed consolidated balance sheet at December 31, 2017 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. It is suggested that these condensed consolidated financial statements 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, 2017, as filed with the Securities and Exchange Commission. The results of operations for the three and six months ended March 31,June 30, 2018 are not necessarily indicative of the operating results for a full year.
 
Principles of 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"(“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'sVIE’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'sentity’s operating and financial policies (generally defined as owning a voting or economic interest of between 20 percent to 50 percent), the Company'sCompany’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 1347 Property Insurance Holdings, Inc., made through FGI 1347 Holdings, LP, a consolidated VIE.
 

 
Fair Value
 
The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, and investment in securities, accounts payable, accrued expenses and other liabilities. As of March 31,June 30, 2018 and December 31, 2017, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses 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 or assumptions (Level 1 inputs as defined in accounting guidance) that it believes market participants would use in pricing the investment in securities. There were no transfers of investment in securities between Level 1 and Level 2 during the threesix months ended March 31,June 30, 2018.
 
Available-For-Sale Securities
 
Investments reported on the December 31, 2017 balance sheet consisted of marketable equity securities of a publicly held company. As of December 31, 2017, the investment cost was $2,402. On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments,” which amended the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. Changes to the prior guidance primarily affected the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Upon its adoption, the Company applied the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance was effective. On January 1, 2018, the Company recognized approximately $4,300 of net unrealized gain in its accumulated deficit balance. During the three months ended March 31,first quarter of 2018, the Company sold 1,317,503 shares of Iteris, Inc. (Nasdaq: ITI), which cost $2,402, for approximately $8,335 of proceeds and reported a loss on the sales of approximately $849.
 
Other Comprehensive Income
 
Other comprehensive income consists of net income and unrealized gain on available-for-sale securities, net of taxes.
 
RecentRecently Adopted Accounting Pronouncements
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 on “Revenue from Contracts with Customers,” which providesprovided for a single, principles-based model for revenue recognition and replaces the existing revenue recognition guidance. In August 2015, the FASB issued ASU 2015-14, which delays the effective date of ASU 2014-09 by one year. The guidance, isbecame effective for annual and interim periods beginning on or after December 15, 2017, and replacesreplaced most existing revenue recognition guidance under U.S. GAAP. This ASU requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgements and estimates and changes in those estimates. It permits the use of either a modified retrospective or cumulative effect transition method. The Company adopted ASU 2014-09 in the first quarter of 2018 and applied the modified retrospective approach. Because the Company’s primary source of revenues is from shipments of products, the adoption of this new guidance did not have any impact on its consolidated financial statements and related disclosures.
 

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments,” which amendsamended the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affectaffected the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifiesclarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard isbecame effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted, except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company adopted the new guidance, which had a material impact on its retained earnings, as the Company reclassified approximately $4,300 of unrealized gain on investment securities that was previously classified in other comprehensive income.

Recent Accounting Pronouncements
 
In February 2016, the FASB issued ASU 2016-02, “Leases,” which amends leasing guidance by requiring companies to recognize a right-of-use asset and a lease liability for all operating and capital (finance) leases with lease terms greater than twelve months. The lease liability will be equal to the present value of lease payments. The lease asset will be based on the lease liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will continue to be classified as operating or capital (finance), with lease expense in both cases calculated substantially the same as under the prior leasing guidance. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company expects this will result in the recognition of right-of-use assets and lease liabilities not currently recorded on the consolidated financial statements under existing accounting guidance, but the Company is still evaluating all the Company’s contractual arrangements and the impact that adoption of ASU 2016-02 will have on the Company’s consolidated financial statements.
 
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
 
2.            
Significant Events and Transactions
On June 26, 2018, the Company announced that it received orders totaling approximately $4.5 million for BK Radio-brand KNG-series portable and mobile radios, and related accessories that will be deployed by a California State public safety agency. The orders were partially fulfilled in the second quarter of 2018, and the remainder are anticipated to be fulfilled during the third quarter of 2018.
 
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 March 14,June 4, 2018 to stockholders of record as of AprilJuly 2, 2018. These dividends were paid on AprilJuly 16, 2018.
 
On February 8,Effective on June 4, 2018, the Company announced that it received a purchase order totaling approximately $2,000changed its name from Alberta Health Services for P-25 800MHz portable and mobile radios with accessories.“RELM Wireless Corporation” to “BK Technologies, Inc.” The order was fulfilled inCompany’s stock began trading on the first quarterNYSE American stock exchange under the new ticker symbol “BKTI” on June 5, 2018. Stockholders approved the name change at the annual meeting of 2018.
On February 13, 2018, the Company announced that it received orders totaling approximately $1,500 from the U.S. Forest Service. The orders were for RELM’s KNG-Series Digital P-25 portable and mobile radios with accessories and were fulfilled in the first quarter ofstockholders held on June 4, 2018.
 
3.            
Allowance for Doubtful Accounts
 
The allowance for doubtful accounts on trade receivables was approximately $50 on gross trade receivables of $7,758$7,033 and $5,574 at March 31,June 30, 2018 and December 31, 2017, 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
 
The components of inventories, net of allowances for slow-moving, excess or obsolete inventory, consist of the following:
 
 
March 31,
2018
 
 
December 31,
2017
 
 
June 30,
2018
 
 
December 31,
2017
 
Finished goods
 $2,234 
 $2,825 
 $2,201 
 $2,825 
Work in process
  8,780 
  7,111 
  6,408 
  7,111 
Raw materials
  4,304 
  4,422 
  4,172 
  4,422 
 $15,318 
 $14,358 
 $12,781 
 $14,358 
 
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 $758 at March 31,June 30, 2018, compared with approximately $789 at December 31, 2017.

 
5.            
Income Taxes
 
Income tax benefitexpense totaling approximately $106$290 and $183 has been recorded for the three and six months ended March 31,June 30, 2018, respectively, compared with $121$222 and $101, respectively, for the same periodperiods 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 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, its tax expense divided by pre-tax book income) from period to period.  For 2018, the Company generally expects its effective tax rate to decline compared to 2017, primarily due to the implementation of the Tax Cuts and Jobs Act enacted in December 2017, which, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%.
As of March 31,June 30, 2018 and December 31, 2017, the Company’s net deferred tax assets totaled approximately $3,423$3,139 and $3,317, respectively, and are primarily composed of net operating loss carryforwards (“NOLs”) and research and development costs and tax credits.  As of March 31,June 30, 2018, these NOLs total approximately $6,921$4,422 for federal and $13,903$13,323 for state purposes, with expirations starting in 2018 through 2030.
 
In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years to utilize its NOLs prior to their expiration. The Company analyzes all positive and negative evidence to determine if, based on the weight of available evidence, the Company 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, current and anticipated customers, contracts and product introductions, as well as historical operating results and certain tax planning strategies.
 
Based on management’s analysis of all available evidence, both positive and negative, the Company’s management has concluded that the Company does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax asset. Management estimated that as of March 31,June 30, 2018, it is more likely than not that approximately $64$83 of the Company’s deferred tax asset will not be realized due to the inability to generate sufficient Florida taxable income in the necessary period to fully utilize its Florida NOLs. 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 March 31,June 30, 2018.
 
6.            
Investment in Securities
 
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, was established for the purpose of investing in securities.
 
As of March 31,June 30, 2018, the Company indirectly held approximately $667$225 in cash and 424,572477,282 shares of 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) with fair value of $3,036,$3,389, through an investment in FGI 1347 Holdings, LP. These shares were purchased in March and May 2018 for approximately $3,333.$3,741. For the first quarter ofthree and six months ended June 30, 2018, the Company recognized an unrealized loss on the investment of approximately $297.

$55 and $352, respectively.
 
Affiliates of Fundamental Global Investors, LLC serve as the general partner and the investment manager of FGI 1347 Holdings, LP, and the Company is the sole limited partner. As of March 31,June 30, 2018, the Company and the affiliates of Fundamental Global Investors, LLC, including without limitation Ballantyne Strong, Inc., beneficially owned in the aggregate 2,576,6522,639,362 shares of PIH’s common stock, representing approximately 43.1%44.1% of PIH’s outstanding shares. Fundamental Global with its affiliates is the largest stockholder of the Company. Mr. Kyle Cerminara, Chairman of the Company’s Board of Directors, is Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC and serves as Chief Executive Officer and Chairman of the Board of Directors of Ballantyne Strong. Mr. Lewis M. Johnson, a directorCo-Chairman of the Company, is President, Co-Founder and Partner of Fundamental Global Investors, LLC and serves as a director of Ballantyne Strong. Messrs. Cerminara and Johnson also serve onas Chairman and Co-Chairman, respectively, of the Board of Directors of PIH.

 
7.            
Stockholders’ Equity
 
The changes in consolidated stockholders’ equity for the threesix months ended March 31,June 30, 2018 are as follows:
 
 
 
Common Stock Shares
 
 
Common Stock Amount
 
 
Additional Paid-In Capital
 
 
Accumulated
Deficit
 
 
Other
Comprehensive
Income
 
 
Treasury
Stock
 
 
Total
 
Balance at December 31, 2017
  13,844,584 
 $8,307 
 $25,642 
 $(5,450)
 $4,318 
 $(810)
 $32,007 
Share-based compensation expense
   
   
  21 
   
   
   
  21 
Restricted stock unit compensation expense
   
   
  34 
   
   
   
  34 
Dividends declared
   
   
   
  (271)
   
   
  (271)
Net Loss
   
   
   
  (443)
   
   
  (443)
Effect of adoption of ASU 2016-01
   
   
   
  4,318 
  (4,318)
   
   
Repurchase of common stock
   
   
   
   
   
  (357)
  (357)
Balance at March 31, 2018
  13,844,584 
 $8,307 
 $25,697 
 $(1,846)
 $ 
 $(1,167)
 $30,991 

 
 
Common Stock Shares
 
 
Common Stock Amount
 
 
Additional Paid-In Capital
 
 
Accumulated
Deficit
 
 
Other
Comprehensive
Income
 
 
Treasury
Stock
 
 
Total
 
Balance at December 31, 2017
  13,844,584 
 $8,307 
 $25,642 
 $(5,450)
 $4,318 
 $(810)
 $32,007 
Restricted stock units issued
  38,353 
  23 
  (23)
   
   
   
   
Share-based compensation expense
   
   
  38 
   
   
   
  38 
Restricted stock unit compensation expense
   
   
  73 
   
   
   
  73 
Dividends declared
   
   
   
  (542)
   
   
  (542)
Net income
   
   
   
  503 
   
   
  503 
Effect of adoption of ASU 2016-01
   
   
   
  4,318 
  (4,318)
   
   
Repurchase of common stock
   
   
   
   
   
  (616)
  (616)
Balance at June 30, 2018
  13,882,937 
 $8,330 
 $25,730 
 $(1,171)
 $ 
 $(1,426)
 $31,463 
 
8.            
LossIncome per Share
 
The following table sets forth the computation of basic and diluted income per share:
 
 
Three Months Ended
 
 
Three Months Ended
 
 
Six Months Ended
 
 
March 31,
2018
 
 
March 31,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
Numerator:
 
 
 
 
 
 
Net loss (numerator for basic and diluted earnings per share)
 $(443)
 $(1,268)
Net income (numerator for basic and diluted earnings per share)
 $947 
 $1,318 
 $503 
 $50 
Denominator:
    
    
Denominator for basic earnings per share weighted average shares
  13,754,119 
  13,734,053 
  13,532,958 
  13,785,046 
  13,567,778 
  13,759,732 
Effect of dilutive securities:
    
    
Options and restricted stock units
   
  14,436 
  29,644 
  27,808 
  142,855 
Denominator:
    
    
Denominator for diluted earnings per share weighted average shares
  13,754,119 
  13,734,053 
  13,547,394 
  13,814,690 
  13,595,586 
  13,902,587 
Basic loss per share
 $(0.03)
 $(0.09)
Diluted loss per share
 $(0.03)
 $(0.09)
Basic income per share
 $0.07 
 $0.10 
 $0.04 
 $0.00 
Diluted income per share
 $0.07 
 $0.10 
 $0.04 
 $0.00 
 
Approximately 438,500435,000 stock options and 30,5703,768 restricted stock units for the three and six months ended March 31,June 30, 2018, and 106,000178,500 stock options and zero9,050 restricted stock units granted for the three and six months ended March 31,June 30, 2017, were excluded from the calculation because they were anti-dilutive.
 

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 $21$17 and $38 for the three and six months ended March 31,June 30, 2018, respectively, compared with $2$14 and $16, respectively, for the same periodperiods 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 a stock option grant. The non-cash share-based employee compensation expense recorded in the three and six months ended March 31,June 30, 2018 was calculated using certain assumptions. Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Company’s consolidated financial statementsConsolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
 

A summary of activity under the Company’s stock option plans during the threesix months ended March 31,June 30, 2018 is presented below:
 
As of January 1, 2018
 
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 ($)
 
 
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 ($)
 
Outstanding
  354,500 
  4.46 
   
  1.79 
   
  354,500 
  4.46 
   
  1.79 
   
Vested
  113,000 
  3.75 
   
  2.23 
   
  113,000 
  3.75 
   
  2.23 
   
Nonvested
  241,500 
  4.80 
   
  1.58 
   
  241,500 
  4.80 
   
  1.58 
   
    
    
Period activity
    
    
Issued
  90,000 
  3.75 
   
  1.64 
   
  130,000 
  3.72 
   
  1.62 
   
Exercised
   
   
Forfeited
  6,000 
  5.10 
   
  1.37 
   
  23,500 
  5.10 
   
  1.37 
   
Expired
   
   
    
    
As of March 31, 2018
    
As of June 30, 2018
    
Outstanding
  438,500 
  4.31 
  7.66 
  1.76 
  64,260 
  461,000 
  4.22 
  7.58 
  1.76 
  40,560 
Vested
  146,500 
  4.04 
  4.27 
  2.04 
  45,540 
  143,000 
  4.01 
  3.91 
  2.06 
  38,560 
Nonvested
  292,000 
  4.44 
  9.36 
  1.62 
  18,720 
  318,000 
  4.31 
  9.23 
  1.63 
  2,000 
 
Restricted Stock Units
 
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 will vest on June 4, 2019, subject to continued service through such vesting date. On June 15, 2017, 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 will vestvested on June 15, 2018. The Company recorded non-cash restricted stock unit compensation expense of $39 and $73 for the three and six months ended June 30, 2018, subject to continued service through such vesting date.respectively, compared with $6 and $0 for the same periods 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 March 28, 2017, The Sales Group, Inc. (“TSG”) filed a lawsuit in the U.S. District Court for the Central District of California against the Company. TSG was a sales representative of the Company that the Company terminated in March 2017. TSG asserted claims against the Company for alleged breach of oral contract, violation of the California and Arizona sales representative statutes and an accounting of alleged unpaid sales commissions. TSG’s complaint sought damages in the amount of $6,090 for alleged unpaid past and future sales commissions. On April 3, 2017, counsel for TSG sent the Company a letter outlining additional alleged grounds for recovery against the Company and offering to settle the litigation in exchange for the continued payment of sales commissions to TSG for a negotiated period, a buyout of TSG’s alleged rights for a negotiated sum or reinstatement of TSG for a period of at least 2.5 years with commission rates equal to those in effect at the time of TSG’s termination. The matter was mediated on November 14, 2017, during which the parties agreed to a settlement. On December 19, 2017, the Company entered into a settlement agreement with TSG, pursuant to which TSG agreed to dismiss with prejudice its lawsuit filed against the Company. Pursuant to the settlement agreement, the Company agreed to pay an amount of $900 to TSG on or before December 31, 2017. The Company also agreed to pay to TSG commissions, at the rates in effect since February 7, 2013, on all orders for the Company’s products received and accepted by the Company from the states of Arizona, California, Nevada and Hawaii from January 1, 2018 through December 31, 2018, other than for (i) sales of the Company’s products to federal government agencies and offices, (ii) sales of the Company’s products to other end-users, excepting state and local government agencies and offices, and (iii) sales of parts or service, including warranty service. In addition, if at any time on or before December 31, 2018, the Company completes a change-in-control transaction, then the Company will pay to TSG an amount equal to $2,000, less the amount of commissions paid by the Company with respect to 2018, as described above. The settlement agreement settled all claims raised by TSG in its lawsuit against the Company. In December 2017, the Company recorded an estimated commission amount of approximately $536. As of March 31,For the six months ended June 30, 2018, the Company has paid $149$231 in commissions to TSGTSG. As of June 30, 2018, the Company estimated and recorded an additional commission amount of approximately $290 for the threeremaining six months ended March 31,of 2018.
 

Purchase Commitments
 
As of March 31,June 30, 2018, the Company had purchase orders to suppliers for inventory of approximately $4,494.$6,380.
 
Significant Customers
 
Sales to the United States government agencies represented approximately $3,993 (34.0%$4,776 (35.0%) and $8,769 (34.5%) of the Company’s total gross sales for the three and six months ended March 31,June 30, 2018, respectively, compared with approximately $2,917 (39.5%$3,018 (28.0%) and $5,935 (32.7%), respectively, for the same periodperiods last year. Accounts receivable from agencies of the United States government were $1,928$1,260 as of March 31,June 30, 2018, compared with approximately $1,180$924 at the same date last year.
 
11.            
Debt
 
The Company has a secured revolving credit facility with Silicon Valley Bank with maximum borrowing availability of $1,000 (subject to a borrowing base) and a maturity date of December 26, 2018. As of March 31,June 30, 2018, the Company was in compliance with all covenants under the loan and security agreement, as amended, governing this revolving credit facility. For a description of such covenants and the other terms and conditions of the loan and security agreement, as amended, reference is made to Note 5 (Debt) of the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017. As of March 31,June 30, 2018, there were no borrowings outstanding under the revolving credit facility and there was $1,000 of borrowing available under the revolving credit facility.
 

 
Item 2.       
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
SPECIAL 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, 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. You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” 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, 2017 and in our subsequent filings with the Securities and Exchange Commission, and include, among others, the following:
 
● 
changes or advances in technology;
 
the success of our land mobile radio product line;
 
successful introduction of new products and technologies;
 
competition in the land mobile radio industry;
 
general economic and business conditions, including federal, state and local government budget deficits and spending limitations;
 
the availability, terms and deployment of capital;
 
reliance on contract manufacturers and suppliers;
 
heavy reliance on sales to agencies of the United States government;
 
our ability to utilize deferred tax assets;
 
retention of executive officers and key personnel;
 
our ability to manage our growth;
 
our ability to identify potential candidates for, and consummate, acquisition or investment transactions, and risks incumbent to being a noncontrolling interest stockholder in a corporation;
 
● 
impact of our capital allocation strategy;
 
● 
government regulation;
 
our business with manufacturers located in other countries;
 

 
our inventory and debt levels;
 
protection of our intellectual property rights;
 
fluctuation in our operating results;
 
acts of war or terrorism, natural disasters and other catastrophic events;
 
any infringement claims;
 
data security breaches, cyber attacks and other factors impacting our technology systems;systems;
 
availability of adequate insurance coverage;
 
maintenance of our NYSE American listing; and
 
the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock.
 
We assume no obligation to publicly update or revise any forward-looking statements made in this report, whether as a result of new information, future events, changes in assumptions or otherwise, after the date of this report. Readers are cautioned not to place undue reliance on these forward-looking statements.
 
Reported dollar amounts in the management’s discussion and analysis (“MD&A”) 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, 2017.
 
Executive Overview
 
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”). Later in 2018, we plan to introduce the first model in our line of multi-band products to complement our existing KNG products.
Effective on June 4, 2018, we changed our corporate name from “RELM Wireless Corporation” to “BK Technologies, Inc.,” and our common stock began trading on the NYSE American stock exchange under the new ticker symbol “BKTI” on June 5, 2018. Our stockholders approved the name change at the annual meeting of stockholders held on June 4, 2018.
We conduct business under the names RELM Wireless Corporation andname BK Technologies, Inc. and offer products under two brand names: BK Radio and RELM. Generally, BK Radio-branded products serve the government and public safety market, while RELM-branded products serve the business and industrial market.
 
First
Second Quarter Summary
 
Our financial and operating results for the firstthree and six months ended June 30, 2018 improved significantly compared with the same periods last year. Sales grew for both the second quarter and the six month periods of 2018 compared with the same periods last year. Gross profit margins increased during the second quarter of 2018 improved in comparisoncompared with last year’s first quarter. Sales grew more than 59% from the firstsecond quarter last year while gross profit margins increased, and compared with the preceding quarter of 2018. Consequently, we generatedrecognized operating income versusfor the first six months of 2018, as compared to an operating loss for the first quartersame period last year. DuringAlso during the first quarter,six months of 2018, we recognized investmentgenerated positive cash flow and exchange rate losses, which more than offset operating income.

reduced inventory.
 
For the firstsecond quarter of 2018, our sales increased 59.2%26.9% to approximately $11.7$13.7 million, compared with approximately $7.4$10.8 million for the same quarter last year. Sales of P-25 digital productsFor the six months ended June 30, 2018, sales increased 40.0% to approximately $25.4 million, compared with $18.1 million for the first quarter of 2018 totaled approximately $9.1 million (77.0% of total sales), compared with approximately $5.5 million (74.3% of total sales) for the first quartersame period last year.
 
Gross profit margins as a percentage of sales for the firstsecond quarter ended March 31,of 2018 totaledgrew to approximately 41.2%43.1%, compared with 30.3%41.8% for the firstsecond quarter last year. For the six month period ended June 30, 2018, gross profit margins as a percentage of sales increased to 42.2%, compared with 37.1% for the same period last year.
 
For the firstsecond quarter ended March 31,of 2018, selling, general and administrative expenses (“SG&A”) totaled approximately $4.1$4.6 million (34.8%(33.3% of sales), compared with approximately $3.4$3.5 million (46.7%(32.7% of sales) for the same quarter last year. SG&A expenses for the first six months of 2018 totaled approximately $8.6 million (34.0% of sales), compared with approximately $7.0 million (38.4% of sales) for the same period last year.
Operating income for the second quarter ended June 30, 2018, increased 36.8% to approximately $1.3 million, compared with approximately $973,000 for the same quarter last year. For the six month period of 2018, operating income increased to approximately $2.1 million, compared with an operating loss of approximately $233,000 for the same period last year.
 
For the first quarter ofthree and six months ended June 30, 2018, we recognized a loss on the sale of securities totaling approximately $849,000, and an unrealized loss, totaling $297,000$55,000 and $352,000, respectively, on our investment in 1347 Property Insurance Holdings, Inc., made through FGI 1347 Holdings, LP, a consolidated variable interest entity. No comparable losses wereloss was incurred for last year’s three and six month periods. Also, for the six months ended June 30, 2018, we recognized a loss on the sale of securities totaling approximately $849,000, compared with a $617,000 gain for the same period last year. DuringOther expense for the first quarter ofthree and six months ended June 30, 2018 we also incurred other expense totalingtotaled approximately $168,000, primarily from foreign exchange losses.$58,000 and $225,000, respectively, compared with approximately $60,000 and $147,000 for the same periods last year.
 
The pretax lossPretax income for the three months ended March 31,June 30, 2018, totaled approximately $549,000,$1.2 million, compared with approximately $1.4$1.5 million for the same quarter last year. For the six months ended June 30, 2018, pretax income totaled approximately $686,000, compared with approximately $151,000 for the same period last year.
 
For the three and six months ended March 31,June 30, 2018, we recognized an income tax benefitexpense totaling approximately $106,000,$290,000 and $183,000, respectively, compared with $121,000$222,000 and $101,000, respectively, for the same quarterperiods last year. Our income tax benefitexpense is largely non-cash due to utilization of our NOLs.net operating loss carryforwards (“NOLs”).
 
Net lossincome for the three months ended March 31,June 30, 2018 was approximately $443,000$947,000 ($0.030.07 per basic and diluted share), compared with approximately $1.3 million ($0.090.10 per basic and diluted share) for the same quarter last year. For the six months ended June 30, 2018, net income totaled approximately $503,000 ($0.04 per basic and diluted share), compared with approximately $50,000 ($0.00 per basic and diluted share) for the same period last year.
 
As of March 31,June 30, 2018, working capital totaled approximately $22.9$23.4 million, of which approximately $15.8$17.7 million was comprised of cash, cash equivalents and trade receivables. As of December 31, 2017, working capital totaled approximately $26.7 million, of which approximately $12.7 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 operationsincome expressed as a percentage of sales:
 
 
 
Percentage of Sales Three Months Ended
 
 
 
March 31,
2018  
 
 
March 31,
2017
 
 
 
 
 
 
 
 
Sales
  100.0%
  100.0%
Cost of products
  (58.8)
  (69.7)
Gross margin
  41.2 
  30.3 
Selling, general and administrative expenses
  (34.8)
  (46.7)
Other expense
  (11.1)
  (2.4)
Pretax loss
  (4.7)
  (18.8)
Income tax benefit
  0.9 
  1.6 
Net loss
  (3.8)%
  (17.2)%

 
 
Percentage of SalesThree Months Ended
 
 
Percentage of SalesSix Months Ended
 
 
 
June 30,
2018
 
 
June 30,
2017
 
 
June 30,
2018
 
 
June 30,
2017
 
Sales
  100.0%
  100.0%
  100.0%
  100.0%
Cost of products
  (56.9)
  (58.2)
  (57.8)
  (62.9)
Gross margin
  43.1 
  41.8 
  42.2 
  37.1 
Selling, general and administrative expenses
  (33.3)
  (32.7)
  (34.0)
  (38.4)
Other income (expense)
  (0.7)
  5.2 
  (5.5)
  2.1 
Income before income taxes
  9.1 
  14.3 
  2.7 
  0.8 
Income tax expense
  (2.1)
  (2.1)
  (0.7)
  (0.5)
Net income
  7.0%
  12.2%
  2.0%
  0.3%
 
Net Sales
 
For the firstsecond quarter ended March 31,June 30, 2018, net sales totaledincreased 26.9% to approximately $11.7$13.7 million, compared with approximately $7.4$10.8 million for the same quarter last year. Sales of P-25 digital products forFor the quarter totaledsix months ended June 30, 2018, net sales increased 40.0% to approximately $9.1$25.4 million, (77.0% of total sales), compared with approximately $5.5$18.1 million (74.3% of total sales) for the same quarterperiod last year.
 
The increase in total sales and sales of digital products for the firstsecond quarter ofand six months ended June 30, 2018 was attributed primarily to state public safety agencies, including orders for the State of California and new state agency customers. Sales to state agencies were supplemented by demand from federal agencies, as well as international customers.
Sales prospects for the remainder of 2018 and international public safety customers. Theseinto next year appear promising as we look to grow our market share, particularly in the state and local arena. Accordingly, we are investing in additional sales were supplemented by orders from certain state agencies. Our funnel of sales prospects is encouraging and includes a broad range of prospective new customers. We are continuing to expand our salesmarketing resources to maximize potential sales growth.capitalize on new opportunities.
 
Cost of Products and Gross Profit Margin
 
Gross profit margin as a percentage of sales for the firstsecond quarter ended March 31,June 30, 2018 was 41.2%increased to 43.1%, compared with 30.3%41.8% for the same quarter last year. For the six months ended June 30, 2018, gross profit margins increased to 42.2%, compared with 37.1% for the same period last year.
 
Our cost of products and gross profit margin are derived primarily from material, labor and overhead costs, product mix, manufacturing volumes and pricing. The improvement in gross profit margins for both the firstsecond quarter of 2018and six month period was attributed primarily to theincreased sales combined with a more favorable mix of product sales, which wassales. Additionally, increased production volumes enabled us to more heavily weighted toward higher margin products. Also, programs initiated last year to improveeffectively utilize and absorb our efficienciesbase of manufacturing overhead expenses, and we are realizing benefits associated with manufacturing and quality favorably impacted product costs.improvement programs. Comparatively, last year’s first quartertwo quarters included expenses related to acertain product enhancement expenses and the discontinuation of a product development initiative.
 
We continue to utilize contract manufacturing relationships for production efficiencies and to manage material and labor costs. We anticipate that our current contract manufacturing relationships or comparable alternatives will be available to us in the future. We may encounter product cost and competitive pricing pressures in the future. However, 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 firstsecond quarter ofended June 30, 2018 totaled approximately $4.1$4.6 million, or 34.8%33.3% of sales, compared with approximately $3.4$3.5 million, or 46.7%32.7% of sales, for the firstsecond quarter last year. For the six months ended June 30, 2018, SG&A expenses totaled approximately $8.6 million, or 34.0% of sales, compared with approximately $7.0 million, or 38.4% of sales, for the same period last year.
 
Engineering and product development expenses for the firstsecond quarter of 2018 totaled approximately $1.8$1.9 million (15.3%(13.8% of total sales), compared with $1.0$1.2 million (12.9%(11.1% of total sales) for the same quarter last year. For the six-month period, engineering and product development expenses totaled approximately $3.7 million (14.6% of sales), compared with approximately $2.1 million (11.6% of sales) for the same period last year. The increase in engineering expenses was driven by costs related to new product development.
 
Marketing and selling expenses for the firstsecond quarter of 2018 totaled approximately $1.2$1.6 million (10.4%(11.7% of sales) compared with approximately $1.3 million (12.0% of sales) for the second quarter last year. For the six-month period, marketing and selling expenses totaled approximately $2.9 million (11.4% of sales), compared with approximately $1.3$2.6 million (17.9%(14.4% of sales) for the first quartersame period last year. The decrease in marketing and selling expenses wasincrease for both periods is attributed primarily to costs incurred last year associated with rebranding, which were partially offset by increasedsales commissions and incentive compensation directly related to sales performance.
 
General and administrative expenses for the firstsecond quarter of 2018 totaled approximately $1.1$1.0 million (9.0%(7.3% of total sales), compared with approximately $1.2$1.1 million (15.8%(10.2% of total sales) for the same quarter last year. For the six-month period, general and administrative expenses totaled approximately $2.1 million (8.2% of sales), compared with $2.2 million (12.3% of sales) for the same period last year. The decrease in costs for both periods was attributed primarily to one-time costs incurred last year related to changes in senior leadership.

Those cost decreases were partially offset by expenses associated with changing the Company’s name.
 
Operating Income (Loss)
 
Operating income for the firstsecond quarter ended March 31,June 30, 2018 totaledincreased 36.8% to approximately $748,000 (6.4%$1.3 million (9.7% of sales), compared with a loss of approximately $1.2 million (16.3%$973,000 (9.0% of sales) for the same quarter last year. For the six months ended June 30, 2018, operating income increased to approximately $2.1 million (8.2% of sales), compared with an operating loss of approximately $233,000 (1.3% of sales) for the same period last year. The increase in operating income for the quarter was attributed primarily to sales growth and improved gross profit margins, which were partially offset by increased product development expenses.
 
Other Income (Expense)
 
We realizedrecorded net interest income of $17,000$19,000 for the firstsecond quarter ended March 31,June 30, 2018, compared with $8,000$10,000 for the firstsecond quarter last year. For the six months ended June 30, 2018, interest income totaled approximately $35,000, compared with approximately $18,000 for the same period last year. Interest income increased primarily as a result of our higher cash balance. Interest expense may be incurred from time to time on outstanding borrowings under our revolving credit facility and earn interest income on our cash balances. The interest rate on such revolving credit facility as of March 31,June 30, 2018 was the Wall Street Journal prime rate plus 25 basis points (5.00%(5.25% as of March 31,June 30, 2018).
 
For the three and six months ended June 30, 2018, we recognized an unrealized loss of approximately $55,000 and $352,000, respectively, on our investment in 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH). In March and May 2018, we indirectly purchased 477,282 shares of common stock of PIH, for approximately $3.7 million, through an investment in FGI 1347 Holdings, LP, a consolidated variable interest entity of which we are the sole limited partner. For the three and six months ended June 30, 2017, we recognized a gain of $617,000 on the sales of available-for-sales securities.

During the first quartersix months ended March 31,June 30, 2018, we sold 1,317,503 shares of Iteris, Inc., which cost approximately $2.4 million, for approximately $8.3 million, and recognized a loss of approximately $849,000. Also, in March 2018, we indirectly purchased 424,572 shares of common stock of 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH), through an investment in FGI 1347 Holdings, LP, a consolidated variable interest entity of which we are the sole limited partner. These shares were purchased for approximately $3.3 million, and we recognized an unrealized loss on the investment in the first quarter of 2018 of approximately $297,000.
 
For the first quarter ofthree and six months ended June 30, 2018, we recognized another expenses totaling approximately $58,000 and $225,000, respectively, compared with approximately $60,000 and $147,000, respectively, for the same periods last year. These expenses were primarily attributed to exchange loss of approximately $164,000losses related to sales under a Canadian dollar-denominated contract, compared with an exchange loss of approximately $74,000 for the first quarter last year.contract. Also during last year’s first quarter, we recorded a non-recurring loss of approximately $104,000 on the disposal of assets related to a discontinued product initiative.
 
Income Taxes
 
We recorded an income tax benefitexpense of approximately $106,000$290,000 and $183,000, respectively, for the first quarterthree and six months ended March 31,June 30, 2018, compared with approximately $121,000$222,000 and $101,000, respectively, for the same quarterperiods last year.
 
Our income tax provision is based on management’s estimate of the effective tax rate for the full year.  The tax provision in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, we may experience significant fluctuations in the effective book tax rate (that is, its tax expense divided by pre-tax book income) from period to period.  For 2018, we generally expects its effective tax rate to decline compared to 2017, primarily due to the implementation of the Tax Cuts and Jobs Act enacted in December 2017, which, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%.
As of March 31,June 30, 2018, our net deferred tax assets totaled approximately $3.4$3.14 million, and are primarily composed of NOLs.  These NOLs total $6.9approximately $4.42 million for federal and $13.9$13.32 million for state purposes, with expirations starting in 2018 through 2030.
 
In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years to utilize our NOLs prior to their expiration. We analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts and product introductions, as well as historical operating results and certain tax planning strategies.
 
Based on our analysis of all available evidence, both positive and negative, we have concluded that we do not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax asset. Management assertsestimates that as of June 30, 2018, it is more likely than not that approximately $64,000$83,000 of the deferred tax asset will not be realized due to the inability to generate sufficient Florida taxable income in the necessary period to fully utilize the Florida NOLs. 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 March 31,June 30, 2018.
 

Liquidity and Capital Resources
 
For the first quartersix months ended March 31,June 30, 2018, net cash provided by operating activities totaled approximately $711,000, compared with cash used in operating activities totaledof approximately $3.3 million, compared with approximately $1.1$1.4 million for the same period last year.  Cash used inprovided by operating activities was primarily related to net loss, trade accounts receivable, accounts payable, inventories and aincome, adjusted by unrealized loss on investment in securities, and a decrease in inventories, which were partially offset by depreciationa decrease in accounts payable and amortization and deferred revenue.an increase in trade accounts receivable.

 
For the first quartersix months ended March 31,June 30, 2018, we had a net lossincome of approximately $443,000,$503,000, compared with approximately $50,000 for the same period last year. Net inventories decreased during the six months ended June 30, 2018 by approximately $1.6 million, compared with an increase of $843,000 for the same period last year. The 2018 decrease was primarily attributed to an increase in sales. The loss on investment in securities for the six months ended June 30, 2018 totaled approximately $1.2 million, compared with a net lossgain of approximately $1.3 million$617,000 for the first quartersame period last year. For additional information pertaining to our investment in securities, refer to Notes 1 and 6 to the condensed consolidated financial statements found on pages 7 and 9, respectively, of this report. Accounts receivable increased approximately $2.2$1.5 million during the threesix months ended March 31,June 30, 2018, compared to a decrease of $160,000with $1.9 million for the same period last year, reflecting sales that were consummated later in the respective quarter that had not yet completed their collection cycle. Accounts payable for the threesix months ended March 31,June 30, 2018, decreased approximately $1.1$2.4 million, compared with an increase of approximately $673,000$899,000 for the same period last year, primarily due to timing of payments to material suppliers. Net inventories increased during the three months ended March 31, 2018 by approximately $929,000, compared with $785,000 for the same period last year, primarily as a result of purchases of materials. Depreciation and amortization totaled approximately $211,000$439,000 for the threesix months ended March 31,June 30, 2018, compared with approximately $229,000$471,000 for the same period last year.
 
Cash provided by investing activities for the first quartersix months ended March 31,June 30, 2018 totaled approximately $4.9$4.0 million, which was primarily related to proceedscompared with approximately $450,000 for the same period last year. Proceeds from the sale of available-for-sale securities totalingtotaled approximately $8.3 million partially offset byfor the six months ended June 30, 2018, compared with approximately $897,000 for the same period last year. We utilized approximately $3.7 million for an investment of approximately $3.3 million in FGI 1347 Holdings, LP, and purchases of equipment totaling approximately $143,000. ForLP. There was no comparable investment for the same period last year,year. For the six months ended June 30, 2018, purchases of property, plant and equipment totaled approximately $319,000 was used$569,000, compared with approximately $447,000 for the purchase of manufacturing and engineering equipment.same period last year.
 
For the first quartersix months ended March 31,June 30, 2018, approximately $630,000$1.2 million was used in financing activities, primarily related to our capital return program, which included quarterly dividends totaling approximately $273,000$544,000 and stock repurchases totaling approximately $357,000.$616,000. For the same period last year, approximately $1.2$2.5 million was used to pay dividends and approximately $97,000$217,000 was used for stock repurchases. For the same period last year, we also received approximately $183,000 provided byfrom the issuance of common stock upon the exercise of stock options.
 
We have a secured revolving credit facility with Silicon Valley Bank with maximum borrowing availability of $1.0 million and a maturity date of December 26, 2018. As of March 31,June 30, 2018, and the date of this report, we were in compliance with all covenants under the loan and security agreement, as amended, governing the revolving credit facility. For a description of such covenants and the other terms and conditions of the loan and security agreement, as amended, reference is made to Note 5 (Debt) of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
 
As of March 31,June 30, 2018, and the date of this report, there were no borrowings outstanding under the revolving credit facility. As of March 31,June 30, 2018, and the date of this report, there was $1.0 million of borrowing available under the revolving credit facility.
 
Our cash and cash equivalents balance at March 31,June 30, 2018 was approximately $8.1$10.7 million.  We believe these funds combined with anticipated cash generated from operations and borrowing availability under our revolving credit facility are sufficient to meet our working capital requirements for the foreseeable future. However, financial and economic conditions 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. For a description of these risks, see “Item 1A. Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
 

 
Critical Accounting Policies
 
In response to the SEC’sSecurities and Exchange Commission’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have selected for disclosure our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions.  These processes affect our reported revenues and current assets and are, therefore, critical in assessing our financial and operating status.  We regularly evaluate these processes in preparing our financial statements.  The processes for revenue recognition, allowance for collection of trade receivables, allowance for excess or obsolete inventory, software development 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.  The Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers", and all the related amendments (collectively “Topic 606”) in the first quarter of 2018 and applied the modified retrospective approach.  Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred.  The adoption of Topic 606 did not have, and is not expected to have, a material effect on the timing or amount of revenue recognized as compared with the Company’s previous revenue recognition practices because the Company’s primary source of revenues is from shipments of products.  
There were no other changes to our critical accounting policies during the quarter ended March 31,June 30, 2018, as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
 
Item 4.    
CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our President (who serves as our principal executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer) have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of March 31,June 30, 2018. Based on this evaluation, they have concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2018.
 
Changes in Internal Control over Financial Reporting
 
During the three months ended March 31,June 30, 2018, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

PART II-OTHER INFORMATION
 
Item 2.    
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Issuer Purchases of Equity Securities
 
Period
 
Total Number of Shares Purchased
 
 
Average  Price Paid Per Share (1)
 
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 
 
Maximum Number of
Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2)
 
01/01/18-01/31/18
  41,698 
 $3.81 
  41,698 
  766,408(2)
02/01/18-02/28/18
  17,331 
 $3.69 
  17,331 
  749,077 
03/01/18-03/31/18
  34,391 
 $3.91 
  34,391 
  714,686 
Total
  93,420 
 $3.80 
  93,420 
    
Period
 
Total Number of Shares Purchased
 
 
Average  Price Paid Per Share (1)  
 
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 
 
Maximum Number of
Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2)
 
04/01/18-04/30/18
  21,084 
 $3.92 
  21,084 
  693,602(2)
 
05/01/18-05/31/18
  23,635 
 $3.72 
  23,635 
  669,967 
 
06/01/18-06/30/18
  22,721 
 $3.77 
  22,721 
  647,246 
 
Total
  67,440 
 $3.80 
  67,440 
 
    
 
(1)
Average price paid per share of common stock repurchased is the executed price, including commissions paid to brokers.
 
(2)
The Company has a repurchase program of up to 1 million shares of the Company’s common stock that can be purchased, from time to time, pursuant to a stock repurchase plan in conformity with the provisions of Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act. The repurchase program has no termination date.
 
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
   
 Articles of Incorporation(1)
 Certificate of Amendment to Articles of Incorporation(2)Incorporation (2001)(2)
 Amended and Restated By-Laws(3)Certificate of Amendment to Articles of Incorporation (2018)(3)
 Amendment to By-Laws, dated December 9, 2015(4)
Seventh Amendment to LoanSecond Amended and Security Agreement, dated as of January 8, 2018 and effective as of December 27, 2017, by and among Silicon Valley Bank, RELM Wireless Corporation and RELM Communications, Inc.(5)Restated Bylaws(4)
 Certification Pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 Certification Pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuantpurs  uant to Section 302 of the Sarbanes-Oxley Act of 2002
 Certification 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)
 Certification 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 XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.DEF XBRL Taxonomy Definition Linkbase Document
 
(1) 
Incorporated by reference from Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
 
(2) 
Incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
 
(3) 
Incorporated by reference from Exhibit 3(iii)3.1 to the Company’s Current Report on Form 8-K filed May 29, 2013.June 4, 2018.
 
(4) 
Incorporated by reference from Exhibit 3.13.2 to the Company’s Current Report on Form 8-K filed December 10, 2015.
(5) 
Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 9,June 4, 2018.
 

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.
 
 
 RELM WIRELESS CORPORATIONBK TECHNOLOGIES, INC.
 (The “Registrant”)
  
Date: May 9,August 1, 2018By:/s/ Timothy A. Vitou                                                                  
 
Timothy A. Vitou
President
(Principal executive officer and duly
authorized officer)
  
Date: May 9,August 1, 2018By:/s/ William P. Kelly                                                                 
 
William P. Kelly
Executive Vice President and
Chief Financial Officer
(Principal financial and accounting
officer and duly authorized officer)
 
 
 
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