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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
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: 000-52719
 
Brekford Corp.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-4086662
(State or Other Jurisdiction
 
(I.R.S. Employer
of Incorporation)
 
Identification No.)
 
7020 Dorsey Road, Hanover, Maryland 21076
(Address of Principal Executive Office) (Zip Code)
 
(443) 557-0200
(Registrant’s telephone number, including area code)
 
N/A
(Former name, 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 o No o
 
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 þ No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. The issuer had 44,273,569 shares of Common Stock, par value $0.0001 per share (“Common Stock”) issued and outstanding as of October 21, 2013.
 


 
 

 
 
Form 10-Q
 
Index

 
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2

 
 
 
 
Condensed Consolidated Balance Sheets (Unaudited)

 
 
September 30,
2013
   
December 31,
2012
 
 
       
 
 
ASSETS
CURRENT ASSETS
           
Cash
  $ 2,167,701     $ 1,415,252  
Accounts receivable, net of allowance $36,653 and $95,976 at September 30, 2013 and December 31, 2012, respectively
    3,504,906       4,236,018  
Unbilled receivables
    176,359       208,051  
Prepaid expenses
    44,623       61,278  
Inventory
    656,565       672,874  
Total current assets
    6,550,154       6,593,473  
Property and equipment, net
    1,894,383       2,477,642  
Other non-current assets
    353,382       274,998  
TOTAL ASSETS
  $ 8,797,919     $ 9,346,113  
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 2,220,253     $ 4,093,356  
Accrued payroll and related expenses
    83,596       78,303  
Line of credit
    2,500,000        
Income taxes payable
    49,922       50,076  
Deferred revenue
    744,541       483,784  
Customer deposits
    37,882       71,199  
Obligations under capital lease – current portion
    605,335       583,976  
Notes payable - stockholders
    500,000        
Obligations under notes payable auto – current portion
    34,282       23,454  
Deferred rent – current portion
    46,564       41,975  
Total current liabilities
    6,822,375       5,426,123  
 
               
LONG - TERM LIABILITIES
               
Notes payable – stockholders
          500,000  
Obligations under capital lease, net of current portion
    335,984       813,945  
Notes payable auto, net of current portion
    85,664       49,468  
Deferred rent, net of current portion
    27,657       79,557  
Total long-term liabilities
    449,305       1,442,970  
TOTAL LIABILITIES
    7,271,680       6,869,093  
                 
STOCKHOLDERS’ EQUITY
               
Preferred stock, par value $0.0001 per share; 20,000,000 shares authorized; none issued and outstanding
           
Common stock, par value $0.0001 per share; 150,000,000 shares authorized; 44,273,569 issued and outstanding, at September 30, 2013 and 44,248,569 issued and outstanding at December 31, 2012
    4,428       4,425  
Additional paid-in capital
    10,145,208       10,127,461  
Treasury Stock, at cost 10,600 shares at September 30, 2013 and December 31, 2012
    (5,890 )     (5,890 )
Accumulated deficit
    (8,617,507 )     (7,648,976 )
TOTAL STOCKHOLDERS’ EQUITY
    1,526,239       2,477,020  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 8,797,919     $ 9,346,113  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
 Condensed Consolidated Statements of Operations (Unaudited)
 
 
 
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
                       
NET REVENUE
  $ 3,697,372     $ 3,933,528     $ 11,759,809     $ 12,169,891  
                                 
COST OF REVENUE
    3,018,873       3,147,527       9,152,810       9,228,905  
                                 
GROSS PROFIT
    678,499       786,001       2,606,999       2,940,986  
 
                               
OPERATING EXPENSES
                               
Salaries and related expenses
    513,474       375,864       1,418,759       1,159,193  
Selling, general and administrative expenses
    683,899       425,415       2,022,214       1,472,885  
 
                               
TOTAL OPERATING EXPENSES
    1,197,373       801,279       3,440,973       2,632,078  
 
                               
(LOSS) INCOME FROM OPERATIONS
    (518,874 )     (15,278 )     (833,974 )     308,908  
 
                               
OTHER (EXPENSE) INCOME
                               
Interest expense
    (49,618 )     (37,176 )     (135,160 )     (114,139 )
Interest income
          1,506       174       4,126  
TOTAL OTHER INCOME (EXPENSE)
    (49,618 )     (35,670 )     (134,986 )     (110,013 )
                                 
NET (LOSS) INCOME
  $ (568,492 )   $ (50,948 )   $ (968,960 )   $ 198,895  
 
                               
(LOSS) EARNINGS PER SHARE – BASIC AND DILUTED
  $ (0.01 )   $ 0.00     $ (0.02 )   $ 0.00  
 
                               
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC
    44,273,569       44,223,023       44,268,166       44,091,880  
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – DILUTED
    44,273,569       44,223,023       44,268,166       47,075,697  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 

 Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
 
Nine Months Ended September 30,
 
   
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss) income
  $ (968,960 )   $ 198,895  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    963,462       512,405  
Share based compensation
    17,750       10,500  
Deferred rent
    (47,312 )     (40,869 )
Bad debt expense
    232,315       68,775  
Changes in operating assets and liabilities:
               
Accounts receivables
    498,799       825,631  
Unbilled Receivables
    31,692       (521,642 )
Prepaid expenses and other non-current assets
    (61,729 )     374,726  
Inventory
    16,740       (114,987 )
Customer deposits
    (33,317 )     97,226  
Accounts payable and accrued expenses
    (1,873,103 )     216,538  
Accrued payroll and related expenses
    5,293       (15,122 )
Income tax payable
    (154 )     (21,296 )
Deferred revenue
    260,757       76,360  
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
    (957,767 )     1,667,140  
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of property and equipment
    (304,792 )     (1,556,357 )
NET CASH USED IN INVESTING ACTIVITIES
    (304,792 )     (1,556,357 )
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net change in line of credit
    2,500,000       (500,000 )
    Capital lease originations
          1,000,000  
Payments on notes payable - auto
    (28,386 )     (17,295 )
    Principal payments on capital lease obligations
    (456,606 )     (238,828 )
Purchase of treasury stock
          (5,890 )
NET CASH PROVIDED BY FINANCING ACTIVITIES
    2,015,008       237,987  
 
               
NET INCREASE IN CASH
    752,449       348,770  
 
               
CASH – Beginning of period
    1,415,252       1,832,969  
 
               
CASH – End of period
    2,167,701     $ 2,181,739  
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid for interest
  $ 137,627     $ 114,139  
Cash paid for income taxes
  $ 154     $ 21,296  
Purchase of property and equipment
  $ 380,202     $ 1,622,863  
Amount financed
    (75,410 )     (65,506 )
Cash paid for property and equipment
  $ 304,792     $ 1,556,357  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2013
 
NOTE 1 DESCRIPTION OF THE BUSINESS
 
Brekford Corp. (OTCBB; OTCQB: BFDI) headquartered in Hanover, Maryland is a technology services provider of mobile computer and video systems through its vehicle upfitting services to homeland security agencies and federal, state, and municipal law enforcement agencies and offers traffic safety solutions to municipalities, including automated photo speed enforcement and red light camera solutions. Brekford is an established company which, for more than a decade, has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the United States. Brekford provides these departments and agencies with an end-to-end suite of rugged mobile information technology (IT), vehicle upfitting services, and automated traffic safety photo enforcement technology solutions.

Brekford is a one-stop shop with its unique 360° approach to vehicle upfitting installations, cutting edge rugged mobile technology, and automated traffic enforcement services for jurisdictions in the United States. We provide bumper-to-bumper vehicle modification and automated traffic enforcement products, road safety camera programs, including red light and speed photo enforcement systems, and back office processing services. The Brekford 360° approach provides our customers with a one-stop engineered solution. Our commitment to top quality services, along with the core values that our employees strongly uphold: integrity; accountability; respect; excellence; and teamwork; is why we believe Brekford is the premier all-around vehicle upfitter and automated traffic safety technology solutions provider.

As used in these notes, the terms “BFDI,” “Brekford Corp.,” “Company,” “we,” “our,” and “us” refer to Brekford Corp. and, unless the context clearly indicates otherwise, its consolidated subsidiary.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation and Basis of Presentation
 
The consolidated financial statements of Brekford include accounts of the Company and its wholly-owned subsidiary, Municipal Recovery Agency, LLC. Intercompany transactions and balances are eliminated in consolidation.
 
Use of Estimates
 
Preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes. Actual results could differ from those estimates.
 
Concentration of Credit Risk
 
The Company maintains cash accounts with major financial institutions. From time to time, amounts deposited may exceed the FDIC insured limits.

Accounts Receivable
 
Accounts receivable are carried at estimated net realizable value. The Company has a policy of reserving for uncollectable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company calculates the allowance based on a specific analysis of past due balances. Past due status for a particular customer is based on how recently payments have been received from that customer. Historically, the Company’s actual collection experience has not differed significantly from its estimates, due primarily to credit and collections practices and the financial strength of its customers.

The Company’s practice of reserving for uncollectable citations generated through its photo enforcement solutions is based on its best estimate of the amount of probable losses. This estimate accounts for an initial loss in expected receivables from the existing population of uncollected receivables. The Company calculates allowances based on its experience with collecting citations. Past due status is based on varying client business rules for the extension of time allotted for payment. For certain contracts, the Company manages both the issuance of citations and the collection of unpaid fines. To be conservative, the percentage of allowance is calculated from the first day of citation issuance. The Company reviews and evaluates their collections efforts and makes necessary adjustments to the allowance accounts and complete write-offs as deemed necessary.
 
 
Inventory

Inventory principally consists of hardware and third-party packaged software that is modified to conform to customer specifications and held temporarily until the completion of a contract. These amounts are stated at the lower of first-in, first-out (“FIFO”) cost or market.

Property and Equipment

Property and equipment is stated at cost. Depreciation of furniture, vehicles, computer equipment and software and phone equipment is calculated using the straight-line method over the estimated useful lives (two to ten years), and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is three to five years).

Revenue Recognition
 
The Company recognizes revenue relating to its vehicle upfitting solutions when it meets all of the following criteria: (i) persuasive evidence of an arrangement exists; (ii) delivery or installation has been completed; (iii) the customer accepts and verifies receipt; and (iv) collectability is reasonably assured. The Company considers delivery to its customers to have occurred at the time at which products are delivered and/or installation work is completed and the customer acknowledges its acceptance of the work.

The Company provides its customers with a warranty against defects in the installation of its vehicle upfitting solutions for one year from the date of installation. Warranty claims were $2,127 for the nine months ended September 30, 2013 and $23,448 for the nine months ended September 30, 2012. The Company also performs warranty repair services on behalf of the manufacturers of the equipment it sells. Effective January 2011, the Company offers separately priced extended warranty and product maintenance contracts to its customers on the equipment sold by the Company. Revenues from extended warranty services are apportioned over the period of the extended warranty service contracts and the warranty costs are expensed as incurred. Revenue from extended warranties for the nine-month periods ended September 30, 2013 and 2012 amounted to $263,757 and $251,416, respectively.
 
For automatic traffic enforcement revenue, the Company recognizes the revenue either on the date that the Company determines a valid violation has occurred or when the collection efforts are completed depending on the specific terms of the contract with each municipality. The Company records revenue related to automated traffic violations for the Company’s share of the violation amount.

Share-Based Compensation

The Company accounts for stock incentive plans by measurement and recognition of compensation expense for all share-based awards on estimated fair values, net of estimated and actual forfeitures, on a straight line basis over the period during which the employee is required to provide services in exchange for the award.

Treasury Stock

The Company accounts for treasury stock using the cost method. As of September 30, 2013, 10,600 shares of Brekford Corp.’s common stock were held in treasury at an aggregate cost of $5,890.

Income Taxes

The Company uses the liability method to account for income taxes. Income tax expense includes income taxes currently payable and deferred taxes arising from temporary differences between financial reporting and income tax bases of assets and liabilities. Deferred income taxes are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense, if any, consists of the taxes payable for the current period. Valuation allowances are established when the realization of deferred tax assets are not considered more likely than not.

The Company files income tax returns with the U.S. Internal Revenue Service and with the revenue services of various states. The Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years prior to 2009. The Company’s policy is to recognize interest related to unrecognized tax benefits as income tax expense. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.
 

(Loss) Earnings per Share

Basic (loss) earnings per share is calculated by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding and does not include the effect of any potentially dilutive common stock equivalents. Diluted (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares outstanding, adjusted for the effect of any potentially dilutive common stock equivalents. There is no dilutive effect on the loss per share during loss periods. See Note 10 for the calculation of basic and diluted (loss) earnings per share.
 
Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

Segment Reporting

Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting, requires that an enterprise report selected information about operating segments in its financial reports issued to its stockholders. Based on the analysis performed by the Company, management has determined that the Company has only one operating segment, which is Traffic Safety Solutions. The chief operating decision-makers use combined results to make operating and strategic decisions, and, therefore, the Company believes its entire operation is covered under a single segment.

Newly Issued Accounting Pronouncements

Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on our financial statements.

NOTE 3 – LINE OF CREDIT AND NOTES PAYABLE - AUTO
 
On July 12, 2012, the Company closed on an aggregate $3.5 million credit facility (the “Credit Facility”) with PNC Bank, National Association (“PNC”) as lender consisting of $3.0 million in revolving loans (the "Revolving Facility") and $500,000 in a committed non-revolving line of credit loan for the purpose of financing up to 90% of the cost of certain equipment (the “Equipment Loan”). The terms and conditions of the Credit Facility were set forth in a Loan Agreement between the Company and PNC dated June 28, 2012 (the “Loan Agreement”), and the Revolving Facility is evidenced by a Committed Line of Credit Note issued by the Company to the order of PNC (the “Revolving Note”). As part of the financing transaction, each of C.B. Brechin and Scott Rutherford, who serve as directors of the Company and as Chief Executive Officer/Chief Financial Officer and as President of the Company, respectively, entered into a Subordination Agreement dated June 28, 2012 with PNC (each, a “Subordination Agreement”) pursuant to which they agreed that all indebtedness owed to them by the Company (the “Subordinated Debt”) is subordinate to the indebtedness owed to PNC by the Company. The Subordination Agreements permit the Company to make regular loan payments to Messrs. Brechin and Rutherford so long as the Company is not in default under its loan agreements with PNC. The terms of the Equipment Loan will be evidenced by a separate promissory note if the Company requests that loan. The loan agreement was amended on July 18, 2013 to extend the loan’s maturity date to September 28, 2013. On September 27, 2013, the Company executed a Second Amendment to Loan Documents, effective as of September 28, 2013 (the “Modification Agreement”), to extend the maturity date of the Credit Facility to March 31, 2014. The Modification Agreement also amended the Credit Facility as follows: (i) the Company is now required to submit financial statements to PNC on a monthly basis rather than on a quarterly basis; (ii) the maximum ratio of total indebtedness (excluding Subordinated Debt) to EBITDA that the Company may maintain, to be tested on a quarterly basis, was increased to 3.5 to 1.0 (from 3.0 to 1.0); and (iii) the minimum rolling four-quarter Debt Service Coverage Ratio that the Company is required to maintain as of the end of each fiscal quarter was reduced to 1.0 to 1.0 (from 1.30 to 1.00). In connection with the Modification Agreement, the Company and PNC also executed a Borrowing Base Rider, effective September 28, 2013, which limits the aggregate principal amount of indebtedness that may be outstanding under the Credit Facility at any one time to a Borrowing Base and conditions the Company’s request for an advance under the Credit Facility on the Company’s submission of a Borrowing Base Certificate to the Bank on or before the 15th day of each month. As defined in the Borrowing Base Rider, the “Borrowing Base” is defined as the lesser of (i) $3.0 million and (ii) the sum of (a) 80% of Qualified Accounts (as defined in the Borrowing Base Rider) and (b) 50% of Qualified Inventory (as defined in the Borrowing Base Rider), provided, however, that the total amount of advances allocable to Qualified Inventory may not exceed $500,000. In the event that the outstanding principal amount of indebtedness under the Credit Facility exceeds the Borrowing Base, the Company must immediately repay the amount of such excess.

As of September 30, 2013, amounts outstanding under the line of credit were $2,500,000.
 

The Company financed certain vehicles and equipment under finance agreements. The agreements mature beginning September 2014 through January 2018. The agreements require various monthly payments under the finance agreements. As of September 30, 2013 and 2012, financed assets of $127,088 and $94,797, respectively, net of accumulated amortization of $41,876 and $22,799, respectively, are included in property and equipment on the balance sheets.
 
NOTE 4 – NOTES PAYABLE – STOCKHOLDERS

Brekford Corp. financed the repurchase of shares of its common stock and warrants from the proceeds of convertible promissory notes that were issued by Brekford Corp. on November 9, 2009 in favor of a lender group that included two directors of Brekford Corp., Messrs. C.B. Brechin and Scott Rutherford, in the principal amounts of $250,000 each (a “Promissory Note, and together, the “Promissory Notes”). Each Promissory Note bears interest at the rate of 12% per annum and at the time of execution was to be convertible into shares of Common Stock, at the option of each holder, at an original conversion price of $.07 per share. At the time of the execution of the Promissory Notes, Brekford Corp. agreed to pay the unpaid principal balance of the Promissory Notes and all accrued but unpaid interest on the date that was the earlier of (i) two years from the issue date of the notes, or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.

On April 1, 2010, Brekford Corp. and each member of the lender group executed a First Amendment to the Unsecured Promissory Note. Each Promissory Note was amended as follows:

● 
To include any accrued but unpaid interest in the amount that may be converted at the election of the holder; and

● 
To extend the maturity date of the Promissory Notes to the date that is the earlier of (i) four years from the issue date of the Promissory Note or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.
 
On November 8, 2013, Brekford Corp. and each member of the lender group executed an agreement to extend the maturity date of the Promissory Notes to the earlier of (i) November 9, 2014 or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.

As of September 30, 2013 and December 31, 2012, the aggregate amount outstanding under the Promissory Notes totaled $500,000.
 
NOTE 5 – LEASES

Capital Leases

The Company financed certain equipment under separate non-cancelable equipment loan and security agreements. The agreements mature in March 2015 and April 2015. The agreements require various monthly payments and are secured by the assets under lease. As of September 30, 2013 and 2012, the Company had capital lease assets of $1,112,741 and $1,835,683, respectively, net of accumulated amortization of $1,121,259 and $454,889, respectively. These amounts are included in property and equipment on the balance sheets.

Operating Leases

The Company records rent expense under a non-cancelable operating lease that expires on January 2015. Rent expense under this lease amounted to $138,410 and $146,164 for the nine months ended September 30, 2013 and 2012, respectively.

The Company leases approximately 2,500 square feet of office space from a related party under a non-cancelable operating lease that will expire in June 2015. Rent expense under this lease amounted to $37,570 and $31,732 for the nine-month periods ended September 30, 2013 and 2012, respectively.
 
 
NOTE 6 – MAJOR CUSTOMERS AND VENDORS
 
Major Customers
 
The Company has several contracts with government agencies, of which net revenue from two major customers during the nine months ended September 30, 2013 represented 34% of the total net revenue for such nine-month period. Accounts receivable due from two customers at September 30, 2013 amounted to 60% of total accounts receivable at that date.

For the quarter ended September 30, 2012, the Company had several contracts with government agencies, of which net revenue from one major customer represented 12% of the total net revenue for such nine-month period. Accounts receivable due from these three customers at September 30, 2012 amounted to 46% of total accounts receivable at that date. 

Major Vendors

The Company purchased substantially all hardware products that it resold during the periods presented covered by these financial statements from the major distributors. Revenues from hardware products amounted to 49% and 59% of total revenues for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013 and 2012, accounts payable due to this distributor amounted to 56% and 66% of total accounts payable, respectively.
 
NOTE 7 – STOCKHOLDERS’ EQUITY
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
On September 7, 2010, the Company issued a press release announcing that its board of directors authorized a stock repurchase program permitting the Company to repurchase up to $500,000 in shares of its outstanding Common Stock from time to time over a period of 12 months in open market transactions or in privately negotiated transactions at the Company's discretion. The stock repurchase program was subsequently extended for an additional 12 months until September 7, 2012. On September 28, 2012, the Company adopted a new stock repurchase program which permits the Company to repurchase the $363,280 in shares that remained available for repurchase under the old program, with the same terms and conditions except that the term of the new stock repurchase program is 24 months. No shares were repurchased during the nine months ended September 30, 2013.

NOTE 8 – SHARE-BASED COMPENSATION

Brekford Corp. has issued restricted stock and warrants to purchase shares of common stock (“Common Stock Purchase Warrants”) and has granted non-qualified stock options to certain employees and non-employees at the discretion of the board of directors. On April 25, 2008, Brekford Corp.’s shareholders approved the 2008 Stock Incentive Plan (the “Plan”). To date, there have been no stock option grants under the Plan. All stock options granted to employees were granted under previous arrangements, have exercise prices that are less or equal to the fair value of the underlying common stock at the date of grant and have terms of ten years.

Common Stock Purchase Warrants

For the nine months ended September 30, 2013 and 2012, there was no share-based compensation expense for Common Stock Purchase Warrants. As of September 30, 2013, there are no unvested Common Stock Purchase Warrants.

A summary of warrant activity is as follows for nine months ended September 30, 2013:
 
   
Shares Underlying
Warrants
   
Weighted Average
Exercise Price
   
Weighted Average
Remaining Contractual Term (in years)
 
                   
Outstanding and exercisable at January 1, 2013
    375,000     $ 0.30       0.37  
Granted
                 
Forfeited or expired
    (375,000 )     0.30        
Exercised
                 
Outstanding and exercisable at September 30, 2013
        $        


Restricted Stock Grants
 
For the nine months ended September 30, 2013, Brekford Corp. granted an aggregate of 25,000 shares of restricted common stock to a consultant as part of its service agreement. The weighted average value of the shares amounted to $0.71 per share based upon the closing price of shares of Brekford Corp.’s common stock on the date of the grant. These shares were fully vested on the date of the grant. The Company recorded $17,750 in share-based compensation expense during the period ending September 30, 2013 related to restricted stock grants. For the nine months ended September 30, 2012, the Company recorded $10,500 in share-based compensation expense related to restricted stock grants.

   
Restricted Stock
Shares
   
Weighted Average
Value
 
             
Nonvested restricted stock at January 1, 2013
        $  
Granted
    25,000       0.71  
Vested
    (25,000 )     0.71  
Forfeited or expired
           
Nonvested restricted stock at September 30, 2013
        $  
 
NOTE 9 – INVENTORY

As of September 30, 2013 and December 31, 2012, inventory consisted entirely of raw materials of $656,565 and $672,874, respectively.

NOTE 10 – (LOSS) EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted (loss) earnings per common share for the three and nine months ended September 30, 2013 and 2012. 

 
 
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2013
   
2012
   
2013
   
2012
 
 
                       
Basic (loss) earnings per share :
                       
   Net (loss) income
  $ (568,492 )   $ (50,948 )   $ (968,960 )   $ 198,895  
   Weighted average common shares outstanding
    44,273,569       44,223,023       44,268,166       44,091,880  
   Basic (loss) earnings per share
  $ (0.01 )   $ 0.00     $ (0.02 )   $ 0.00  
 
                               
Diluted (loss) earnings per share :
                               
   Net (loss) income
  $ (568,492 )   $ (50,948 )   $ (968,960 )   $ 198,895     
   Weighted average common shares outstanding
    44,273,569       44,223,023       44,268,166       44,091,880  
   Potential dilutive securities
                      2,983,817  
   Weighted average common shares outstanding – diluted
    44,273,569       44,223,023       44,268,166       47,075,697  
   Diluted (loss) earnings per share
  $ (0.01 )   $ 0.00     $ (0.02 )   $ 0.00  
   Common Stock Equivalents excluded due to antidilutive effect
    2,717,184       2,646,280       2,837,501        
 

 
The following discussion and analysis presents a review of the condensed operating results of Brekford Corp. for the three and nine months ended September 30, 2013 and 2012 and the financial condition of Brekford Corp. at September 30, 2013. The discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included herein, as well as Brekford Corp.’s audited financial statements for the year ended December 31, 2012 filed with its Annual Report on Form 10-K on March 8, 2013.

Forward-Looking Statements
 
This Annual Report on Form 10-Q (“Quarterly Report”) may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of “forward-looking statements.” Statements that are not historical in nature, including those that include the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and similar expressions, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions and their effects; industry competition, conditions, performance and consolidation; changes in applicable laws or regulations; changes in the budgets and/or public safety priorities of our customers; economic or operational repercussions from terrorist activities, war or other armed conflicts; the availability of debt and equity financing; and other circumstances beyond our control. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations.

Forward-looking statements speak only as of the date the statements are made. Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise. If we update one or more forward-looking statements, then no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

As used in the remainder of this report, the terms “BFDI,” “Brekford Corp.,” “Company,” “we,” “our,” and “us” refer to Brekford Corp. and, unless the context clearly indicates otherwise, its consolidated subsidiary.
 
Overview
 
Brekford Corp. (OTCBB; OTCQB: BFDI) headquartered in Hanover, Maryland is a public safety technology services provider of mobile computer and video systems through its vehicle upfitting services to homeland security agencies and federal, state, and municipal law enforcement agencies and offers traffic safety solutions to municipalities, including automated photo speed enforcement and red light camera solutions. Brekford is an established company which, for more than a decade, has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the United States. Brekford provides these departments and agencies with an end-to-end suite of rugged mobile information technology (IT), vehicle upfitting services, and automated traffic safety photo enforcement technology solution. Brekford has one wholly-owned subsidiary, Municipal Recovery Agency, LLC, a Maryland limited liability company, that was formed in 2012 and engages in the business of providing collection systems and services for unpaid citations and parking fines.

Brekford is a one-stop shop with its unique 360-degree approach to vehicle upfitting installations, cutting edge rugged mobile technology, and automated traffic enforcement services for jurisdictions and municipalities. We provide bumper-to-bumper vehicle modification, automated traffic enforcement products, road safety camera programs, including red light and speed photo enforcement systems, and back office processing services. The Brekford 360-degree approach provides our customers with a one-stop engineered solution. Our commitment to top quality services, along with the core values that our employees strongly uphold: integrity; accountability; respect; excellence; and teamwork; is why we believe Brekford is the premier all-around vehicle upfitting and automated traffic safety technology solutions provider.
 
 
Products and Services

Public safety is a major concern for most communities – especially as populations grow, public safety budgets are reduced. One way to help make streets safer while reducing workload is a well-run photo red light or speed enforcement program. The objective of photo enforcement is to help curtail aggressive driving through voluntary compliance. Revenue generated from fines routinely goes directly back into supporting other public safety initiatives.

Although opponents of red light cameras cite the increase in rear end collisions as cause for disapproval of cameras, a study conducted by the Insurance Institute for Highway Safety (February, 2011) reported that red-light cameras reduced fatal red light running crashes by 24% in 14 large U.S. cities with populations over 200,000. IIHS concluded that if red light cameras had been operating in all 99 U.S. cities with populations over 200,000 during this study period (5 years), a total of 815 deaths could have been avoided. Because the types of crashes prevented by red light cameras tend to be far more severe than rear-end crashes, research has shown there is a positive aggregate benefit. Photo Enforcement solutions can reduce collisions, injuries and deaths by providing a useful tool for municipalities and law enforcement agencies, without unduly taxing drivers who do not break the law. Today, more than 600 communities across the U.S. operate red light or speed camera enforcement programs.

Regardless of the increased safety effects and prevention of fatalities, there is still a common misconception that automated traffic safety enforcement systems are not supported by the general public. An IIHS survey conducted in November, 2012 found that a large majority of people living in Washington, D.C., one of the largest combined red light and speed enforcement programs in the U.S., favor camera enforcement. Of those surveyed, 87% support red light cameras and 76% support speed cameras. Even the majority of violators (59%) agreed that they deserved their most recent citation.

Brekford’s automated traffic safety enforcement products offer intersection safety (red light), photo speed, work zone and school bus enforcement options by way of a complete suite of solution-based products. By assembling a team of industry professionals with the most experience in this field, we have developed equipment and a full turn-key solution that we believe will ensure the success of any program. Having the advantage of a team with experience, we have created and implemented some of the most cutting-edge features into our design – while constructing end-to-end systems specifically with our clients’ needs in mind.
 
Automated Traffic Safety Enforcement - Photo Speed & Red light Enforcement
 
Automated traffic safety enforcement (“ATSE”) systems are one of a wide range of measures that are effective at reducing vehicle speeds and crashes. The automated speed enforcement (“ASE”) system is an enforcement technique with one or more motor vehicle sensors producing recorded images of motor vehicles traveling at speeds above a defined threshold. Images captured by the ASE system are processed and reviewed in an office environment and violation notices are mailed to the registered owner of the identified vehicle. ASE, if used, is one technology available to law enforcement as a supplement and not a replacement for traditional enforcement operations. Evaluations of ASE, both internationally and in the United States have identified some advantages over traditional speed enforcement methods. These include:

·  
High rate of violation detection. ASE units can detect and record multiple violations per minute. This can provide a strong deterrent effect by increasing drivers’ perceived likelihood of being cited for speeding.
·  
Physical safety of ASE operators and motorists. ASE can operate at locations where roadside traffic stops are dangerous or infeasible, and where traffic conditions are unsafe for police vehicles to enter the traffic stream and stop suspected violators. With ASE there is normally no vehicle pursuit or confrontation with motorists. ASE might also reduce the occurrence of traffic congestion due to driver distraction caused by traffic stops on the roadside.
·  
Fairness of operation. Violations are recorded for all vehicles traveling in excess of the enforcement speed threshold. Efficient use of resources. ASE can act as a “force multiplier,” enhancing the influence of limited traffic enforcement staff and resources.
 
Beyond traditional tax collection on income or property, state agencies and local municipalities rely heavily on fine and fee revenue generated from a multitude of violator funded sources. For example, jurisdictions generate sizable revenues from court fees, traffic and parking violations, ordinance infractions, and library and utility arrearages. Each of these revenue sources funds public safety and community development initiatives and without the income the services are curtailed. Brekford offers client-specific solutions to these agencies and municipalities to assist them with collecting unpaid fines, including:

·  
Notification Continuance
·  
Mail House and Printing Service
·  
Data Purification and Verification Service
·  
Back Office Support Service
 
- Call Center Response (Inbound & Out Bound)
- Lock-Box & Treasury Services
- Payment Processing

 
Electronic Ticketing System- Slick-Ticket ™
 
Many of today’s law enforcement agencies are struggling to balance the increasing demand from their citizens for more services with limited and/or declining budgets. One of the easiest and most cost-effective ways agencies can address this issue is by deploying an electronic ticketing, or E-Ticketing solution. Automating the ticket issuing and processing system can significantly decrease cost, increase productivity and improve officer safety.
 
Brekford offers a unique functionality that streamlines the data entry process even further. Many law enforcement agencies that have deployed a mobile data system run background queries from national (NCIC), state, and local databases and Brekford’s solution captures the data from these mobile query files and auto-populates all of the requisite data into the electronic citation (E-Tix) form on the screen. Brekford’s Slick-Ticket ™ product is a fully portable, over-the-seat organizer for public safety vehicles, specially designed to house a printer and scanner to allow law enforcement officers to quickly access driver's license and registration information as well as issue tickets, warnings and citations.
 
Rugged Information Technology Solutions –Mobile data & Digital Video

Law enforcement agency, fire department and EMS personnel have unique requirements for fleet vehicle upfitting and IT equipment to include characteristics such as ruggedness and reliability. The equipment must be able to work in extreme environments that include high levels of vibration and shock, wide temperature ranges, varying humidity, electromagnetic interference as well as voltage and current transients. Our rugged and non-rugged IT products and mobile data communication systems provide public safety workers with the unique functionalities necessary to enable effective response to emergency situations.
 
For more than a decade, Brekford has been a distributor for most major brands in the mobile technology arena. We handle everything from Panasonic Toughbooks® and Arbitrator® digital video systems to emergency lighting systems and wireless technology. We believe that we have all of the high-end products our customers need to handle their day-to-day operations and protect the public they serve. Every product we sell is tested by highly trained technicians and guaranteed to work in even the most extreme conditions. We specialize in seamlessly incorporating custom built solutions within existing networks. We deliver our end-to-end solutions with service programs that work for agencies large and small, from turn-key drop shipping to municipal leases. Our commitment is to design and deliver solutions that meet or exceed industry standards for safety, ergonomics, reliability, serviceability and uniformity.

We develop integrated, interoperable, feature-rich mobile systems that enable first responders, such as police, fire and EMS, to obtain and exchange information in real time. The rapid dissemination of real time information is critical to determine and assure timely and precise resource allocation by public sector decision makers. As a premiere Panasonic Toughbook partner, we augment these rugged laptops by designing and manufacturing vehicle mounting systems and docking stations for in-vehicle communications equipment. From rugged laptop computers, tablets and hand-helds, GPS terminals, two-way radios, and full console systems, we provide ergonomically sound mounting products with full port replication.

Toughbook Arbitrator is a rugged revolution in law enforcement video capture. The fully integrated system offers unparalleled video capture (up to 360 degrees), storage and transfer, and is designed to work with back-end software for seamless video management, including archiving and retrieving. Brekford augments this solution with an Automatic License Plate Reader (ALPR / LPR), an image-processing technology used to identify vehicles by their license plates. License Plate Readers (LPRs) can record plates at about one per second at speeds of up to 70 MPH and they often utilize infrared cameras for clarity and to facilitate reading at any time of day or night. The data collected can either be processed in real-time, at the site of the read, or it can be transmitted to remote centers and processed at a later time.
 
 360° Vehicle Solution- Upfitting
 
The Brekford 360-degree vehicle solution provides complete vehicle upfitting, mobile data and video solutions including municipal financing and leasing services for agencies. The 360-degree vehicle solutions approach provides customers with a one-stop upfitting, cutting edge technology and installation service. The 360-degree approach is the only stop our customers need to purchase law enforcement vehicles (GM, Ford, Dodge), have them upfitted with lights, sirens, radio communication and rugged IT technology, and then have them “ready to roll”. Our mission is to provide and install equipment that ensures safe and efficient mission critical vehicles while incorporating the latest technological advances. We adhere to strict quality control procedures and provide comprehensive services. The Brekford certified installation team provides our customers the highest level of expertise and service from inception to completion, including maintenance and upgrades.

We distinguish ourselves by truly being a “one-stop shop” for vehicle upfitting, cutting edge technology, and installation services. Unlike our competitors, we provide customers with one place to purchase law enforcement vehicles that are not only upfitted with the traditional lights and sirens but also with rugged IT hardware and communications equipment. Our 360-degree engineered bumper-to-bumper vehicle solution, our commitment to top quality, fast, reliable service, along with our streamlined purchasing process is why we believe Brekford is the best all-around vehicle and automated traffic enforcement technology solutions provider.
 
 
Results of Operations
 
Results of Operations for the Nine Months Ended September 30, 2013 and 2012
 
The following tables summarize and compare selected items from the statements of operations for the nine–month periods ended September 30, 2013 and 2012.
 
 
 
Nine Months Ended September 30,
   
(Decrease) / Increase
 
 
 
2013
   
2012
    $     %  
Net Revenues
  $ 11,759,809     $ 12,169,891     $ (410,082 )     (3.37 ) %
 
                               
Cost of Revenues
    9,152,810       9,228,905       (76,095 )     (0.82 ) %
 
                               
Gross Profit
  $ 2,606,999     $ 2,940,986     $ (333,987 )     (11.36 ) %
 
                               
Gross Profit Percentage of Revenue
    22.17 %     24.17 %                
 
Revenues
 
Revenues for the nine months ended September 30, 2013 amounted to $11,759,809 as compared to revenues of $12,169,891 for the nine months ended September 30, 2012, representing a decrease of $410,082 or 3.37%. The decrease in revenues for the first nine months of 2013 when compared to the same period of last year was primarily due to a decrease in sales of rugged IT products offset by increased hardware sales for ATSE systems. We intend to seek greater gains in these areas in the future by transitioning our focus to higher margin products such as ATSE.

Cost of Revenues
 
Cost of revenues for the nine months ended September 30, 2013 amounted to $9,152,810 as compared to $9,228,905 for the nine months ended September 30, 2012, a decrease of $76,095 or 0.82%. Decreased materials cost for rugged IT products associated with lower sales was largely offset by increased cost of revenues in anticipation of revenues that have not yet resulted from ATSE programs.

Gross Profit

Gross profit for the nine months ended September 30, 2013 amounted to $2,606,999 as compared to $2,940,986 for the nine months ended September 30, 2012, a decrease of $333,987 or 11.36%. The decrease was primarily driven by lower profit margins contributed by ATSE programs as the Company developed infrastructure to support growth initiatives and new contracts.
 
Expenses
 
 
Nine Months Ended September 30,
   
Increase / (Decrease)
 
 
2013
 
2012
   
$
   
%
 
OPERATING EXPENSES
                   
Salaries and related expenses
  $ 1,418,759     $ 1,159,193     $ 259,566       22.39 %
Selling, general and administrative expenses
    2,022,214       1,472,885       549,329       37.30 %
Total operating expenses
  $ 3,440,973     $ 2,632,078     $ 808,895       30.73 %
 
 
Salaries and Related Expenses
 
Salaries and related expenses for the nine months ended September 30, 2013 amounted to $1,418,759 as compared to $1,159,193 for the nine months ended September 30, 2012, an increase of $259,566 or 22.39%. The increase resulted from an increase in staffing for ATSE systems, engineering, and information technology and an increase in the related benefit programs. The Company has built and sustained an infrastructure in anticipation of future revenues as newly added programs are launched.

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses for the nine months ended September 30, 2013 amounted to $2,022,214 as compared to $1,472,885 for the nine months ended September 30, 2012, an increase of $549,329 or 37.30%. The increase was primarily driven by increased depreciation of $453,522 due to technology infrastructure and ATSE equipment being placed in service.

Net (Loss) Income
 
The Company recorded a net loss of $968,960 for the nine months ended September 30, 2013 compared to net income of $198,895 for the nine months ended September 30, 2012, a decrease of $1,167,855 or 587.17%. The reduction in net income was due to increased expenses related to salaries, benefit programs and associated support costs for the expansion of ATSE without corresponding increases in revenue as certain program implementations were delayed. Increased depreciation expense associated with newly installed technology infrastructure and camera equipment also contributed to the loss.

Results of Operations for the Three Months Ended September 30, 2013 and 2012
 
The following tables summarize and compare selected items from the statement of operations for the three-month periods ended September 30, 2013 and 2012.
 
 
 
Three Months Ended September 30,
   
(Decrease) / Increase
 
 
 
2013
   
2012
   
$
    %  
Net Revenues
 
$
3,697,372
   
$
3,933,528
   
$
(236,156)
     
(5.99)
%
 
                               
Cost of Revenues
   
3,018,873
     
3,147,527
     
(128,654)
     
(4.09)
%
 
                               
Gross Profit
 
$
678,499
   
$
786,001
   
$
(107,502)
     
 (13.61)
%
 
                               
Gross Profit Percentage of Revenue
   
18.35
%
   
19.97
%
               
 
Revenues
 
Revenues for the three months ended September 30, 2013 amounted to $3,697,372 as compared to revenues of $3,933,528 for the three months ended September 30, 2012, representing a decrease of $236,156 or 5.99%. The decrease in revenues for the three months ended September 2013 when compared to the same period of last year was primarily due to a decrease in sales for electronic ticketing systems.
 
Cost of Revenues
 
Cost of revenues for the three months ended September 30, 2013 amounted to $3,018,873 as compared to $3,147,527 for the three months ended September 30, 2012, a decrease of $128,654 or 4.09%. The decrease was primarily due to decreased material cost for electronic ticketing associated with lower sales and offset by increased cost of revenues in anticipation of revenues that have not yet resulted from certain ATSE programs.

Gross Profit
 
Gross profit for the three months ended September 30, 2013 amounted to $678,499 as compared to $786,001 for the three months ended September 30, 2012, a decrease of $107,502 or 13.61%. The decrease was primarily driven by lower profit margins contributed by ATSE programs as the Company developed infrastructure to support growth initiatives and new contracts.
 

Expenses
 
 
 
Three Months Ended September 30,
   
Increase / (Decrease)
 
 
 
2013
   
2012
   
$
    %  
OPERATING EXPENSES
                         
Salaries and related expenses
 
$
513,474
   
$
375,864
   
$
137,610
     
36.61
 %
Selling, general and administrative expenses
   
683,899
     
425,415
     
258,484
     
60.76
%
Total operating expenses
 
$
1,197,373
   
$
801,279
   
$
396,094
     
49.43
%
 
Salaries and Related Expenses
 
Salaries and related expenses for the three months ended September 30, 2013 amounted to $513,474 as compared to $375,864 for the three months ended September 30, 2012, an increase of $137,610 or 36.61%. The increase was due to an increase in staffing for ATSE, engineering, and information technology and an increase in the related benefit programs. The Company continues to build and sustain infrastructure in support of certain ATSE programs in anticipation of future revenues once the programs are launched.

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses for the three months ended September 30, 2013 amounted to $683,899 as compared to $425,415 for the three months ended September 30, 2012, an increase of $258,484 or 60.76%. The increase was primarily driven by increased depreciation of $101,824 due to technology infrastructure and ATSE equipment being placed in service and an increase in bad debt write-offs of $128,020 where unpaid citations older than 60 days have been written off when compared to the same period of 2012. The increase of bad debt expense was attributable primarily to management’s determination that the probability of collecting citations exceeding a certain age had been greatly reduced.

Net (Loss) Income
 
The Company recorded a net loss of $568,492 for the three months ended September 30, 2013 compared to a net loss of $50,948 for the three months ended September 30, 2012, a decrease of $517,544 or 1015.83%. The reduction in net income was due to increased expenses related to salaries, benefit programs and associated support costs for the expansion of ATSE without corresponding increases in revenue as certain program implementations were delayed. Increased depreciation expense associated with newly installed technology infrastructure and camera equipment also contributed to the loss.

Financial Condition, Liquidity and Capital Resources

At September 30, 2013, we had total current assets of $6.6 million and current liabilities of $6.8 million resulting in a working capital deficit of $0.2 million. Inventory totaled $0.65 million at September 30, 2013 and primarily consisted of raw materials related to future product sales.
 
The Company reported a net loss of $968,960 for the nine months ended September 30, 2013 and its accumulated deficit increased to $8,617,507 at September 30, 2013. Cash flows used in operations for the nine months ended September 30, 2013 were $957,767.
 
 
The Company intends to continue its efforts to expand sales of ATSE products, and such expansion may significantly increase the Company’s working capital needs. Management believes that the Company’s current level of cash combined with cash that it expects to generate in its operations during the next 12 months and funds available from its $3,500,000 line of credit facility with PNC Bank, National Association (“PNC”) will be sufficient to sustain the Company’s business initiatives through at least September 30, 2014. Management has taken certain measures to conserve its capital resources and maintain liquidity that it believes will permit the Company to meet its future capital requirements, but there can be no assurance that these measures will be successful or adequate. In addition, the Company relied on its line of credit facility with PNC during 2013 to fund operations. As of September 30, 2013, the Company had $2.5 million in outstanding indebtedness under its line of credit with PNC. On September 27, 2013, the Company and PNC executed a Second Amendment to Loan Documents, effective as of September 28, 2013 (the “Modification Agreement”), relating to the Company’s line of credit pursuant to which its maturity date was extended to March 31, 2014 and certain financial and other covenants were modified. A discussion of the Modification Agreement is contained in Note 3 to the consolidated financial statements presented elsewhere in this report. Although management intends, as circumstances dictate, to preserve this line of credit by seeking extensions and or renewals, there can be no assurance that it will be extended or renewed or, if it is not extended or renewed, that the Company will be able to secure a replacement credit facility or other sources of working capital.

As discussed in Note 4 to the consolidated financial statements presented elsewhere in this report, the Company is indebted to C.B. Brechin and Scott Rutherford under unsecured promissory notes in the aggregate balance of $500,000 as of September 30, 2013. Unless their maturity dates are extended, these notes will mature on the earlier of (i) November 9, 2014 or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.

In the event that the Company’s cash reserves, cash flow from operations and funds available under its credit facilities are not sufficient to fund the Company’s future operations, it may need to obtain additional capital. No assurance can be given that the Company will be able to obtain additional capital in the future or that such capital will be available to the Company on acceptable terms. The Company’s ability to obtain additional capital will be subject to a number of factors, including market conditions, the Company’s operating performance and investor sentiment, which may make it difficult for the Company to consummate a transaction at the time, in the amount and/or upon the terms and conditions that the Company desires. If the Company is unable to raise additional capital at the times, in the amounts, or upon the terms and conditions that it desires, then it might have to delay, scale back or abandon its expansion efforts. Even with such changes, the Company’s operations could consume available capital resources and liquidity.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Critical Accounting Policies and Estimates

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 discusses the most critical accounting policies and estimates that management uses to prepare our consolidated financial statements, which include those relating to accounts receivables allowances, revenue recognition, warrants and other derivative financial instruments and income taxes. We have reviewed those polices and believe that they remain our most critical accounting policies for the nine months ended September 30, 2013, and that no material changes therein have occurred.
 

 
Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange Commission, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer who also serves as the principal accounting officer (“CEO”), to allow for timely decisions regarding required disclosure. In designing and evaluating these disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated can provide only reasonable, but not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain judgments and assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
An evaluation of the effectiveness of these disclosure controls and procedures as of September 30, 2013 was carried out under the supervision and with the participation of the Company’s management, including the CEO. Based on that evaluation, the Company’s management, including the CEO, has concluded that the Company’s disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting discussed below. A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, management identified, through its annual evaluation as of December 31, 2012, a material weakness in the Company’s internal control over financial reporting, in that the Company does not employ a sufficient number of qualified accounting personnel to ensure proper and timely evaluation of complex accounting, tax, and disclosure issues that may arise during the course of the Company’s business. Management has concluded that this material weakness likewise existed as of September 30, 2013. To address this material weakness, the Company has been reviewing and will continue to review the Company’s accounting and finance processes to identify any improvements thereto that might enhance the Company’s internal control over financial reporting and determine the feasibility of implementing such improvements, and by seeking qualified employees and/or outside consultants who possess the knowledge needed to eliminate this weakness. The Company’s ability to remediate this weakness may, however, be delayed or limited by resource constraints, a lack of qualified persons in the Company’s market area and/or competition from other employers.
 
Changes in Internal Control over Financial Reporting
 
During the quarter ended September 30, 2013, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
 
 
The Company was not a party to pending legal proceedings during the period ended September 30, 2013 that are material to the Company or its assets.


Recent Sales of Unregistered Securities

During the nine months ended September 30, 2013, Brekford Corp. issued an aggregate of 25,000 shares of restricted common stock to a consultant as equity compensation for services to be rendered to Brekford Corp. Based on a per share price of $0.71 on the date of grant, these shares represent $17,750 in services to be rendered by the consultant. The shares were issued under the Company’s 2008 Stock Incentive Plan in reliance upon the exemption from registration provided by Rule 701 under the Securities Act of 1933, as amended (the “Securities Act”), for compensatory grants under a written compensatory benefit plan. Accordingly, the shares may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements.

Issuer Repurchases of Equity Securities

Neither the Company nor any of its affiliated purchasers (as defined by Rule 10b-18 under the Exchange Act) purchased any shares of the Company’s common stock during the quarter ended September 30, 2013.
 
The exhibits that are filed or furnished with this report are listed in the Exhibit Index which immediately follows the signatures hereto, and that Exhibit Index is incorporated herein by reference.
 
 
 
 
 
 
 
 
Pursuant to 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.

 
Brekford Corp.
 
 
 
 
 
Date: November 14, 2013
By:
/s/ C.B. Brechin
 
 
 
Chandra (C.B.) Brechin
 
 
 
Chief Executive Officer, Chief Financial Officer, Treasurer and Director
 
 
 
(Principal Executive Officer and Principal Financial Officer)
 


 
Exhibit
Number
 
Description
10.1
 
Second Amendment to Loan Documents, dated as of September 27, 2013, between Brekford Corp. and PNC Bank, National Association
10.2
 
Borrowing Base Rider, effective September 28, 2013, between Brekford Corp. and PNC Bank, National Association (filed herewith)
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS
 
XBRL Instance Document (filed herewith).
101.SCH
 
XBRL Taxonomy Extension Schema (filed herewith).
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase (filed herewith).
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB
 
XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

 
 
 
 
 
 
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