-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OU/BclvFb8PMZTDeNHtsZC4RCjcdvf3flwn/Bqn2REw4TGqNHF/6VsU41L8c9PAg sejsaVG5d/BAAU25sCPoVA== 0001116502-02-001613.txt : 20021104 0001116502-02-001613.hdr.sgml : 20021104 20021104163244 ACCESSION NUMBER: 0001116502-02-001613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021104 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELM WIRELESS CORP CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593486297 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07336 FILM NUMBER: 02808541 BUSINESS ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 BUSINESS PHONE: 321-984-1414 MAIL ADDRESS: STREET 1: 7100 TECHNOLOGY DRIVE CITY: WEST MELBOURNE STATE: FL ZIP: 32904 FORMER COMPANY: FORMER CONFORMED NAME: ADAGE INC DATE OF NAME CHANGE: 19920703 8-K 1 relmwireless-8k.txt RELMWIRELESSCORP-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) November 4, 2002 ------------------------- RELM Wireless Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 000-07336 59-34862971 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 7100 Technology Drive, West Melbourne, FL 32904 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (321) 984-1414 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure. ------------------------- On November 4, 2002, RELM Wireless Corporation issued a press release announcing its operating results for the third quarter and nine months ended September 30, 2002. The press release is attached as Exhibit 99.1 and incorporated by reference. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit Number Description ------ ----------- 99.1 Press Release dated November 4, 2002. 2 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 hereunto duly authorized. RELM WIRELESS CORPORATION (Registrant) By: /s/William P. Kelly William P. Kelly Dated: November 4, 2002 Executive Vice President - Finance and Chief Financial Officer 3 Exhibit Index Exhibit No. Exhibit Number Description - ----------------- ------------------------------------ 99.1 Press Release dated November 4, 2002 4 EX-99.1 3 exh99-1.txt THIRD QUARTER PRESS RELEASE Press Release Exhibit 99.1 RELM WIRELESS ANNOUNCES RESULTS FOR THIRD QUARTER WEST MELBOURNE, FL, November 4, 2002 - RELM Wireless Corporation (NASDAQ: RELM) today announced its operating results for the third quarter and nine months ended September 30, 2002. For the three months ended September 30, 2002, RELM reported a net loss of approximately $395,000, or ($0.05) per diluted share, compared to net income of approximately $213,000, or $0.04 per diluted share, for the comparable quarter in 2001. For the nine months ended September 30, 2002, RELM reported a net loss of approximately $1.4 million, or ($0.19) per diluted share, including a one-time $900,000 loss on a note receivable, compared to net income of approximately $71,000, or $0.01 per diluted share, for the comparable period in 2001. Excluding the loss on note receivable, the net loss for the nine months ended September 30, 2002 was $508,000, or ($0.07) per diluted share. Revenue for the three months ended September 30, 2002 was approximately $4.0 million, compared with $6.2 million for the same period last year. Revenue for the nine months ended September 30, 2002 was approximately $13.7 million, compared with $17.1 million for the same period last year. Revenues and net income were impacted primarily by the absence of BK Radio product sales to the Communications Electronics Command of the U. S. Army (CECOM) and a softening in sales of our BK Radio-brand mobile radios. Revenue from product shipments to CECOM during the same period last year totaled approximately $2.4 million. The contract under which those shipments were made expired in October 2001. CECOM solicited bids for a new contract in March 2002, and the Company submitted proposals. Unspecified delays have been encountered by CECOM and a contract has not yet been awarded. Revenues from BK Radio-brand mobile radios declined because the Company was not awarded the mobile radio portion of the 2002 contract with the U. S. Forest Service (USFS). Bids for participation on a new contract were recently solicited by the USFS. After a year's absence, the Company has again been awarded participation on the contract for mobile radios, as well as continuing participation for portable radios, base stations and repeaters. Although customer demand in the business and industrial segment of the market continued to be sluggish, reflecting general economic conditions, the Company realized modest revenue gains from the first two models in its new family of portable radios, the RP Series. The RP series is designed as a quality, full-featured, low-cost line to compete effectively in the business and industrial market. Gross margins for the three months ended September 30, 2002 were 29.1% compared to 31.0% for the same period in the prior year. For the nine months ended September 30, 2002, gross margins were 29.7% compared to 28.7% for the same period in the prior year. The decline in gross margins for the quarter was due to under-absorbed manufacturing overhead costs resulting from lower production volumes. The increase in gross margins for the year-to-date reflects continuing initiatives to reduce direct product costs and manufacturing infrastructure costs. These initiatives, which began in 2000, have included facility and staff reductions, and leveraging strategic external manufacturing relationships, some of which are offshore. President and Chief Executive Officer, David P. Storey, commented: "We are continuing to pursue our strategic business plan objectives to develop and market new products, and to make our existing products high-quality, low-cost leaders. As a result, during the third quarter we continued to incur additional development costs. The initial pilot production of our much-anticipated VHF digital portable radio is completed, and the product is ready for introduction, pending type acceptance by the Federal Communications Commission (FCC). Type acceptance is expected in the fourth quarter 2002. Our digital technology is smarter, simpler, and inherently more cost efficient than other alternatives. It simplifies radio use by eliminating complex, non-critical functions, an important feature in emergency situations." Mr. Storey continued, "The first two models of our new RP family of affordable portable radios for business and industrial users have been very well received in the market and yielded some revenue growth in the RELM product line. Two additional RP models are undergoing FCC type acceptance and will likely be released for sale late this year. We have also launched an aggressive campaign to market our UHF ESAS Systems, expanding on our successful initial implementation of four systems in southwest Texas. Concurrent with these new product programs, we have evaluated and changed the way in which we address particular markets and products. We believe that swift execution of these objectives will ultimately yield profitable revenue growth." Mr. Storey concluded, "For the remainder of 2002, we anticipate that economic conditions will continue to depress revenue growth in the business and industrial market segment. Also, revenues from the USFS and other federal customers are typically lighter in the fourth quarter compared to the first three quarters. Additionally, upon introducing our new portable digital radio, we anticipate writing-off the remaining book value, approximately $200,000, of a digital technology license that will not be utilized in the future. As a result, revenues for the quarter ending December 31, 2002 are projected to be between $3.5 million and $4.0 million, with an estimated loss between $600,000, or ($0.07) per share, and $800,000, or ($0.09) per share." For over 55 years, RELM has manufactured and marketed two-way FM business-band radios as well as high-specification public safety mobile and portable radios, repeaters and accessories, base station components and subsystems. Products are manufactured and distributed worldwide under RELM Communications, Uniden PRC and BK Radio brand names. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-648-0947. This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act Of 1995 and is subject to the safe-harbor created by such act. These forward-looking statements concern the Company's operations, economic performance and financial condition and are based largely on the Company's beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: the factors described in the Company's filings with the Securities and Exchange Commission; general economic and business conditions; changes in customer preferences; competition; changes in technology; changes in business strategy; the indebtedness of the Company; quality of management, business abilities and judgment of the Company's personnel; and the availability, terms and deployment of capital. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company's Annual Report on Form 10-K. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. # # # (Financial Tables to Follow) RELM WIRELESS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED -------------------------- --------------------------- 9/30/02 9/30/01 9/30/02 9/30/01 ------- ------- ------- ------- Sales $ 3,979 $ 6,223 $ 13,662 $ 17,131 Costs & Expenses: Cost Of Sales 2,821 4,293 9,610 12,212 SG&A 1,489 1,528 4,359 4,378 Loss On Notes Receivables 0 0 900 0 ------- -------- -------- -------- Total Costs & Exp 4,310 5,821 14,869 16,590 Operating Income (Loss) (331) 402 (1,207) 541 Other Income (Expense): Interest Expense (115) (149) (336) (452) Other Income (Expense) 51 (40) 135 (18) ------- -------- -------- -------- Income (Loss) From Continuing Operations (395) 213 (1,408) 71 Tax Expense (Benefit) 0 0 0 0 ------- -------- -------- -------- Net Income (Loss) $ (395) $ 213 $ (1,408) $ 71 ======= ======== ======== ======== Earnings (Loss) per share - basic $ (0.05) $ 0.04 $ (0.19) $ 0.01 ======= ======== ======== ======== Earnings (Loss) per share - diluted $ (0.05) $ 0.04 $ (0.19) $ 0.01 ======= ======== ======== ======== Basic shares outstanding 8,537 5,346 7,501 5,346 Diluted shares outstanding 8,537 5,396 7,501 5,376
Contact: RELM Wireless Corporation William Kelly, 321/984-1414 or Porter, LeVay & Rose, Inc. Linda Decker, VP-Investor Relations Sarah Torres, Asst. VP - Editorial 212/564-4700 -----END PRIVACY-ENHANCED MESSAGE-----