8-K

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)  October 28, 2004

RELM WIRELESS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-07336	59-34862971
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7100 Technology Drive, West Melbourne, FL 32904

(Address of Principal Executive Office) (Zip Code)

(321) 984-1414

(Registrant’s telephone number, including area code)

N/A

(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:

¨

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

¨

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

¨

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

¨

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

Item 2.02   Disclosure of Results of Operations and Financial Condition.

On October 28, 2004, the Company issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company on October 28, 2004

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
Date:  October 28, 2004	By:	/s/ WILLIAM P. KELLY
		William P. Kelly Executive Vice President and Chief Financial Officer

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by the Company on October 28, 2004

EX-99.1

Exhibit 99.1

Source: RELM Wireless Corporation

Press Release

RELM Reports Third Quarter Earnings

WEST MELBOURNE, FL, October 28, 2004 - RELM Wireless Corporation (OTC Bulletin Board: RELM - News) today announced its operating results for the third quarter ended September 30, 2004.

RELM’s sales for the third quarter ended September 30, 2004 were approximately $5.2 million, compared to $5.0 million for the same quarter last year. Third quarter net income increased approximately $0.2 million to $0.5 million, or $0.04 per diluted share, up from net income of $0.3 million, or ($0.03) per diluted share for the same quarter last year.

RELM sales for the year-to-date ended September 30, 2004 increased approximately $1.3 million (9.2 percent) to $15.1 million, compared to $13.8 million for the same period last year. Net income for the year-to-date ended September 30, 2004 increased approximately $1.2 million to $1.2 million, or $0.11 per diluted share, up from net income of $36,000, or ($0.00) per diluted share, for the same period last year.

Continuing recent trends, sales of new products improved for the quarter and year-to-date compared to the same periods last year and the preceding quarter. This included sales of the Company’s flagship RELM BK Radio digital portable unit, featuring technology compliant with the standard for government and public safety two-way radios known as APCO Project 25. The Project 25 standard represents a growing market opportunity that is currently addressed by relatively few companies. Another contributor was the RELM-Series analog products, which target commercial and industrial enterprises. As previously announced, the RELM line was recently expanded to include a complete new line of mobile radios to complement its line of portable radios introduced just last year. Sales of existing analog products decreased during the same period as users migrated to newer, more feature - -rich products, in many cases with Project 25-compliant digital technology.

Gross profit margins for the third quarter increased to 46.8 percent from 39.8 percent for the same period last year, while year-to-date gross margins increased to 45.4 percent from 35.0 percent for the same period last year. The Company’s manufacturing strategy has helped improve production efficiencies and reduce material and production costs. In addition, the Company’s new products incorporate recent, more cost-efficient product designs and comprise an increasing share of total sales.

Selling, general and administrative (“SG&A”) expenses for the third quarter totaled approximately $1.8 million (35.6 percent of sales) compared to approximately $1.6 million (31.9 percent of sales) for the same period last year. Year-to-date SG&A expenses totaled approximately $5.4 million (35.8 percent of sales) compared to approximately $4.5 million (32.6 percent of sales) for the same period last year.

Additional SG&A expenses were attributed primarily to increases in product development and new marketing and selling initiatives. It is anticipated that the expansion of the Company’s product development capabilities will expedite the completion and introduction of new products, including additional APCO Project-25 digital products. Additional sales and marketing programs are designed to drive sales growth, particularly from opportunities for digital Project 25-compliant products with government and public safety agencies such as the Department of Homeland Security, among others.

- MORE-

RELM President and Chief Executive Officer Dave Storey commented, “We are pleased with our trend of improved financial results, and are continuing to enhance our position in the market with new products and capabilities, some of which have already been introduced. Other new products will be ready in coming months as a result of expanded product development. The market acceptance of our solutions, particularly the flagship digital DPH product, has been encouraging and continues to gain momentum. By broadening our offerings and emphasizing a superior value, we are looking forward to capitalizing on the increasing market for two-way communications equipment.”

For more than 55 years, RELM Wireless Corp. has manufactured and marketed high-specification two-way communications equipment for use by public safety professionals and government agencies, as well as radios for use in a wide range of commercial and industrial applications, including disaster recovery. Revolutionary advances include new low-cost digital portable two-way radios compliant with APCO Project 25 technical specifications. Products are manufactured and distributed worldwide under BK Radio, RELM and Uniden PRC brand names. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at htt:// www.relm.com or directly at 1-800-821-2900.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act Of 1995. 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: substantial losses incurred by the Company prior to 2003; reliance on overseas manufacturers; heavy reliance on sales to the U.S. Government; federal, state and local budget deficits and spen ding limitations; limitations in available radio spectrum for use by land mobile radios; general economic and business conditions; changes in customer preferences; competition; changes in technology; changes in business strategy; the debt and inventory levels 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 for the year ended December 31, 2003 and in the Company’s subsequent filings with the SEC. 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.

RELM WIRELESS CORPORATION

Condensed Consolidated Statements of Income

(In Thousands Except Per Share Amounts) (Unaudited)

	Three Months Ended						Nine Months Ended
	(Unaudited)						(Unaudited)
		9/30/2004			9/30/2003			9/30/2004			9/30/2003
Sales		5,186			5,000			15,104			13,827
Costs & Expenses:
Cost Of Sales		2,758			3,009			8,242			8,994
SG&A		1,847			1,593			5,412			4,505
Total Costs & Exp		4,605			4,602			13,654			13,499
Operating Income		581			398			1,450			328
Other Income (Expense):
Interest Expense		(77	)		(115	)		(222	)		(338	)
Other Income (Expense)		(2	)		8			14			46
Net Income	$	502		$	291		$	1,242		$	36
Earnings per share - basic	$	0.04		$	0.03		$	0.11		$	0.00
Earnings per share - diluted	$	0.04		$	0.03		$	0.11		$	0.00
Weighted Average Common Shares    Outstanding, Basic		12,864			8,704			11,115			8,607
Weighted Average Common Shares    Outstanding, Diluted		13,362			8,892			11,769			8,795

RELM WIRELESS CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands Except Share Data) (Unaudited)

	September 30 2004			December 31 2003
ASSETS
Current Assets:
Cash & Cash Eqivalents	$	5,232		$	1,293
Trade Accounts Receivable, Net		3,354			2,880
Inventories, Net		4,930			5,698
Prepaid Expenses & Other Current Assets		250			374
Total Current Assets		13,766			10,245
Property, Plant and Equipment, Net		1,324			1,468
Debt Issuance Costs, Net		43			171
Other Assets		294			345
Total Assets	$	15,427		$	12,229
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	2,950		$	3,150
Accounts payable		738			891
Accrued compensation and related taxes		513			547
Accrued warranty expense		104			82
Accrued other expenses and other current liabilities		323			302
Total Current Liabilities		4,628			4,972
Long-Term Debt		—			1,272
Commitments and Contingencies		—			—
Stockholders' Equity:
Preferred stock; $1.00 par value; 1,000,000 authorized
shares, none issued or outstanding.		—			—
Common stock; $0.60 par value; 20,000,000 authorized
shares, 12,865,496 and 9,073,085 issued and
outstanding shares at September 30, 2004 and
December 31, 2003, respectively.		7,719			5,443
Additional paid-in capital		22,778			21,482
Deficit		(19,698	)		(20,940	)
Total Stockholders' Equity		10,799			5,985
Total Liabilities and Stockholders' Equity	$	15,427		$	12,229

Source: RELM Wireless Corporation