0001354488-12-001110.txt : 20120313 0001354488-12-001110.hdr.sgml : 20120313 20120313153331 ACCESSION NUMBER: 0001354488-12-001110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120312 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120313 DATE AS OF CHANGE: 20120313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brekford Corp. CENTRAL INDEX KEY: 0001357115 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 204086662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52719 FILM NUMBER: 12687026 BUSINESS ADDRESS: STREET 1: 7020 DORSEY ROAD STREET 2: SUITE C CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 443.557.0200 MAIL ADDRESS: STREET 1: 7020 DORSEY ROAD STREET 2: SUITE C CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: Brekford International Corp. DATE OF NAME CHANGE: 20080515 FORMER COMPANY: FORMER CONFORMED NAME: Tactical Solution Partners, Inc. DATE OF NAME CHANGE: 20060322 8-K 1 bfdi_8k.htm CURRENT REPORT bfdi_8k.htm


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)   March 12, 2012 

Brekford Corp.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

 
  000-52719    20-4086662  
  (Commission File Number)   (IRS Employer Identification No.)  
                                                                                                                                  
  7020 Dorsey Road, Suite C, Hanover, Maryland 21076  
  (Address of Principal Executive Offices) (Zip Code)  
                                                                                                           
(443) 557-0200
(Registrant’s Telephone Number, Including Area Code)

 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 

 
 
FORWARD-LOOKING STATEMENTS
 
This Current Report on Form 8-K (“Current Report”) of Brekford Corp. (the “Company”) contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth in this Current Report and the exhibit attached hereto. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Current Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Current Report. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof, to conform such statements to actual results or to changes in our opinions or expectations.
 
Readers should carefully review and consider the various disclosures made by us in this Current Report, as well as risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.
 
Item 2.02                      Results of Operations and Financial Condition.

Item 8.01                      Other Events.

On March 12, 2012, the Company issued a press release relating to its financial results for the fourth quarter ended December 31, 2011 and the year ended December 31, 2011, a copy of which is attached hereto as Exhibit 99.1.  Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 
Item 9.01                      Financial Statements and Exhibits.
 
(d)           Exhibits.

The following exhibit is filed herewith:
 
Exhibit No.
 
Description
     
 
Press Release of the Company, dated March 12, 2012

 
 

 

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.
 
 
Brekford Corp.
(Company)
 
       
Date: March 12, 2012
By:
/s/ C.B. Brechin  
    Name: C.B. Brechin  
    Title: Chief Executive Officer and Chief Financial Officer  
       

 
 

 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
     
 
Press Release of the Company, dated March 12, 2012


EX-99.1 2 bfdi_991.htm PRESS RELEASE bfdi_991.htm
Exhibit 99.1
 
Brekford Corp Reports Full-Year Revenue Increase Up 44%; Full-Year, Fully Diluted EPS Up 300%
 
Full Year Operating Income Increased 1200% to $1.3 Million
 
HANOVER, Md., March 12, 2012 (GLOBE NEWSWIRE) -- Brekford Corp. (OTCBB:BFDI) (OTCQB:BFDI), a technology service provider of fully integrated vehicle upfitting services, rugged information technology and automated traffic photo enforcement solutions, today announced financial results for the fourth quarter and full year ended December 31, 2011.
 
4th Quarter and Full Year 2011 Highlights
 
   
   
FY2011
   
FY2010
      Q4-2011       Q4 2010       Q3 2011  
Revenue
  $ 16.7M     $ 11.6M     $ 5.3M     $ 2.1M     $ 3.9M  
Gross Profit [Margin]
  $ 4.3M
[25.7%]
    $ 1.9M
[16.5%]
    $ 1.2M
[24%]
    $ 0.5M
[25%]
    $ 1.3M
[33%]
 
Salaries and Related Expenses 
  $ 1.3M     $ 0.9M     $ 0.4M     $ 0.3M     $ 0.3M  
SG&A Expenses
  $ 1.7M     $ 0.8M     $ 0.5M     $ 0.2M     $ 0.4M  
Income from operations
  $ 1.3M     $ 0.1M     $ 0.3M     $ (0.03 )M   $ 0.5M  
Net income
  $ 1.2M     $ 0.007M     $ 0.3M     $ (0.06 )M   $ 0.4M  
Net income per share (basic)
  $ 0.03     $ 0.00     $ 0.01     $ (0.02 )   $ 0.01  
Net income per share (diluted)
  $ 0.03     $ 0.00     $ 0.01     $ (0.02 )   $ 0.01  
 
-For the year, revenues increased 44.0% to $16.7 million, compared to $11.6 million last year
 
-Full year gross profit increased 126.6% to $4.3 million, or 25.7% gross profit, compared to gross profit of $1.9 million, or 16.5% gross margin in 2010
 
-Full year operating income increased 1200% to $1.3 million compared to $100 thousand in the prior year
 
-Net income for the fiscal year was $1.2 million, or $0.03 per basic and $0.03 per fully diluted share, compared to net income of $7 thousand, or $0.00 per basic and $0.00 per fully diluted share, in the prior year
 
-Fourth quarter net revenue increased 152% to $5.3 million compared to $2.1 million in the year-ago quarter
 
-Gross profit in the fourth quarter increased 140% to $1.2 million, or 24% gross profit margin compared to gross profit of $500 thousand or 25% gross profit margin in the year-ago quarter and compared sequentially to gross profit of $1.3 million or 33% gross profit margin for third quarter
 
-Operating income in the fourth quarter was $300 thousand compared to a loss of $60 thousand in the prior year
 
-Net income in the fourth quarter was $300 thousand or $0.01 basic and $0.01 per diluted share, compared to a net loss of $60 thousand, or a loss of $0.02 basic and a loss of $0.021 per diluted share, in the prior year
 
 
 
 

 
Full-Year Financial Results
 
Revenues for the year ended December 31, 2011 were $16,716,560 compared to $11,608,828 for the year ended December 31, 2010, an increase of $5,107,733 or 44.0%, primarily due to the addition of our automated traffic enforcement products which had minimal revenue in 2010. The company launched the automated traffic enforcement business initiative in December of 2010 and saw a full year effect of growth in this service in 2011. There was additional increased revenue in the area of rugged IT, slick ticket, and in car video technology for the first responder and public safety agencies.
 
Cost of sales for the year ended December 31, 2011 was $12,379,607 compared to $9,698,228 for the year ended December 31, 2010, an increase of $2,681,379 or 27.6%, primarily due to the increased purchase of rugged IT technology, including docking and mounting for vehicle upfitting equipment.
 
Gross margin was 25.7% or $4.3 million, for the year, compared to a gross margin of 16.5%, or $1.9 million in 2010. The reason for the sharp rise in gross margin was due to the sale of higher profit margin products, including automotive traffic enforcement solutions.
 
Total operating expenses for fiscal 2011 were $3 million as compared to $1.7 million for 2010, reflecting an increase of $1.3 million or 76.5% over the previous year. The increase is primarily due to the increase in employees, higher volume of business required to support automated traffic enforcement services, and the growth in upfitting products.
 
Net income was $1.2 million, or $0.03 per share basic and $0.03 per share diluted, as compared to $7 thousand or $0.00 per share basic and $0.00 per diluted share last year. 
 
C.B. Brechin, CEO of the Company commented, "We are ecstatic about our 2011 financial performance; however we understand that there is always room for improvement. We spent the last year investing in building a platform for expansion, and in 2012 we will focus on disciplined growth and continuing to increase the quality of our services and shareholder value."
 
President Scott Rutherford noted, "We've made a conscious effort over the last year to stay ahead of the R&D curve. As a result we have been able to offer superior products to our rapidly growing base of customers. For instance, we were the first in the industry with wireless connectivity with flashless portable technology; it has made a world of difference to our clients. The Company will continue to be a cutting edge technology innovator and is poised to remain a step ahead of our competitors while moving to aggressively revolutionize the industry."
 
Balance Sheet and Cash Flow
 
At December 31, 2011, the Company had total current assets of $6.1 million and current liabilities of $3.3 million resulting in a working capital surplus of $2.8 million. At December 31, 2010, we had total current assets of $3.5 million and current liabilities of $1.1 million, resulting in a working capital surplus of $2.4 million. Management believes that the Company's current level of working capital is sufficient to conduct operations during the next twelve months.
 
 
 

 
Fiscal 2012 Business Outlook
 
Company CEO, C.B. Brechin, commented, "2011 was a transformative year as we entered into the automated traffic safety industry. We made tremendous progress and laid the groundwork for future growth. We established our initial contracts in the state of Maryland, which established credibility and got us a foothold into the industry. In 2012, we see continued success of our expansion efforts despite the current economic crisis and continued budgetary constraints on both the state and federal levels. We are poised to enter other states along the Eastern Seaboard."
 
C.B. Brechin further added, "It is critical for shareholders to understand the long term impact of traffic safety solutions to our long term business model. Where our vehicle upfitting business provides stability, our traffic safety solutions business provides significant growth potential both near term as well as over the next 2-4 years."
 
Managing Director Maurice Nelson added, "Automated traffic safety is a growth industry with only 14 states with legislation authorizing the use of automated traffic enforcement systems. We expect Company growth to parallel with the ever growing number of cities and towns across the country adopting programs and laws of their own."
 
Additionally, Nelson noted, "There is currently a need in the market place for citation enforcement and collection services, specifically in the areas of red light and speed cameras, parking tickets, public space tickets, and other local infractions. We are launching our new financial services product, an opportunity with exponential growth potential, to address the current $3 billion in outstanding receivables across the United States. Not only are we excited about this opportunity, we see tremendous synergy with our other businesses and the potential to drive growth further."
 
About BREKFORD
 
For over a decade, Brekford has been providing services to the U.S. military, various federal entities and numerous security and public safety agencies throughout the United States with an end-to-end suite of mobile computer and video technology, vehicle upfitting services, and automated traffic safety solutions. Brekford is a one-stop shop with its unique 360-degree approach to vehicle upfitting services, cutting edge mobile and video technology, and automated traffic enforcement services for homeland security and law enforcement agencies. Additional information about Brekford may be found online at www.brekford.com
 
The Brekford Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6847
 
Forward-Looking Statement: This press release contains forward-looking statements within the meaning of that term in Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, market conditions, the cost and success of development activities and ability to successfully manage growth. Readers are referred to the documents filed by Brekford Corp. with the SEC, specifically the Company's most recent reports filed on Form 10-K and Forms 10-Q, which further identify the important risks, trends and uncertainties which could cause actual results to differ materially from the forward-looking statements in this press release. The Company expressly disclaims any obligation to update any forward-looking statements.
 
CONTACT:
  C.B. Brechin, CEO
  443-557-0200
  investors@brekford.com