• Filing Date: 2018-11-13
  • Form Type: 10-Q
  • Description: Quarterly report
9 Months Ended
Sep. 30, 2018
Investment At Cost And Notes Receivable  

On February 28, Brekford contributed substantially all of the assets and certain liabilities related to its vehicle services business to Global Public Safety, LLC (“GPS”) and sold units representing 80.1% of the units of GPS to LB&B Associates Inc. (“LB&B”) for $6,048,394, after certain purchase price adjustments of prepaid expenses and unbilled customer deposits. $4,048,394 was paid in cash, and $2,000,000 was paid by LB&B issuing the Company a promissory note receivable (the “GPS Promissory Note”). After the GPS closing, the Company continues to own 19.9% of the units of GPS after the transaction. The Company is accounting for this as an investment at cost.


The GPS Promissory Note is subordinated to the LB&B’s senior lender, matures on March 31, 2022, accrues interest at a rate of 3% per annum and is secured pursuant to the terms of a Pledge granting the Company a continuing second priority lien and security interest in the LB&B’s units of GPS subject to liens of the LB&B’s senior lender. In December 2017, the Company reclassified the note receivable balance to a current asset and wrote down $450,000 based on the decision to sell the note receivable to an unrelated third party. The current portion of note receivable was $0 and $1,475,000 as of September 30, 2018 and December 31, 2017, respectively. The sale was consummated on February 13, 2018 and the Company received proceeds of $1,475,000 in the nine months ended September 30, 2018. In connection with the sale of the GPS Promissory Note, the Company indemnified the unrelated third-party buyer for any amounts of principal and interest not paid by LB&B.