8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2006

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RELM Wireless Corporation

(Exact name of registrant as specified in its charter)

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Nevada	000-07336	59-34862971
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	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

Results of Operations and Financial Condition

On August 1, 2006, the Company announced its financial and operating results for the second quarter and six months ended June 30, 2006 in the press release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1), shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit Number	Description
99.1	Press Release issued by the Company on August 1, 2006

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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
	Executive Vice President and Chief Financial Officer

Date: August 4, 2006

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release issued by the Company on August 1, 2006

EX-99.1

EXHIBIT 99.1

Press Release

RELM Wireless Reports Second Quarter 2006 Results

Sales Up 34.1% Year-Over-Year

Pre-Tax Income Up 110% Year-Over-Year

Gross Margins Improve 5.8% Year-Over-Year

WEST MELBOURNE, FL, August 1, 2006 - RELM Wireless Corporation (Amex: RWC - News) today announced its financial and operating results for the second quarter and six months ended June 30, 2006.

For the second quarter ended June 30, 2006, sales increased 34.1% to approximately $8.6 million from $6.4 million for the same quarter last year.  For the second quarter, pre-tax income increased 110% to approximately $1.7 million from approximately $0.8 million for the same quarter last year.  Net income for the second quarter was approximately $1.1 million, or $0.08 per diluted share, compared to net income of approximately $0.5 million, or $0.04 per diluted share, for the same quarter last year.  Net income includes non-cash tax expense of approximately $0.6 million and $0.3 million for the second quarter of 2006 and 2005, respectively.

For the second quarter ended June 30, 2006, gross margins improved to 56.8% compared to 51% for the same quarter last year.  Also, selling, general and administrative (SG&A) expenses declined as a percentage of sales to 37.1% from 37.8% for the same quarter last year.  Cost of products and SG&A expenses included approximately $0.3 million in non-cash stock-based employee compensation expense, in accordance with the adoption of Statement of Financial Accounting Standards No. 123R (revised 2004), “Share-Based Payment.”

For the six months ended June 30, 2006, sales increased 32.1% to approximately $15.8 million, compared to approximately $11.9 million for the same period last year.  Pre-tax income for the period increased 134.5% to $3.1 million, from $1.3 million for the same period last year.  Net income for the six months ended June 30, 2006 was approximately $1.9 million, or $0.14 per diluted share, compared to net income of approximately $0.8 million, or $0.06 per diluted share, for the same period last year.  Net income includes non-cash tax expense of approximately $1.2 million and $0.5 million recognized for the first six months of 2006 and 2005, respectively.

For the six months ended June 30, 2006, gross margins improved to 55.2% compared to 47.8% for the same period last year.  Also, selling, general and administrative (SG&A) expenses declined as a percentage of sales to 35.9% from 36.6% for the same period last year.  For the six months ended June 30, 2006, cost of products and SG&A expenses included approximately $0.5 million in non-cash stock-based employee compensation expense, in accordance with the adoption of Statement of Financial Accounting Standards No. 123R (revised 2004), “Share-Based Payment.”

As of June 30, 2006, RELM Wireless had cash and cash equivalents of approximately $5.6 million, compared to approximately $5.3 million as of December 31, 2005.

RELM President and Chief Executive Officer David Storey commented, “The theme for the second quarter was execution, whereby we worked diligently to create and support growing demand for our products.  This year we have introduced several new products; most recently the DPH-CMD portable

radio for command and control functions, further expanding our growing line of *APCO Project 25 (P25) compliant digital radios.  Demand for our digital products continues to increase, exemplified by two large orders we closed during the quarter with a combined value of $3.7 million in digital radio sales to federal and state government agencies, as well as our recent exclusive participation in a contract with the Department of Homeland Security.  We believe the demand for our digital products will continue to increase as users migrate from analog to P25 digital communication solutions.”

Mr. Storey concluded, “Another part of our strategy is to expand our relationships with current customers, as demonstrated by the recent extension of our exclusive supply agreement with the United States Postal Service.  These relationships reflect the quality of our products, the strength of our technology and our commitment to superior customer service.”

*About APCO Project 25 (P25)

APCO Project 25 (P25), which requires interoperability among compliant equipment regardless of the manufacturer, was established by the Association of Public-Safety Communications Officials and is approved by the U.S. Department of Homeland Security.  The shift towards interoperability has gained momentum as a result of the recent communications failures during the Oklahoma City bombings, 9/11 attacks and most recently Hurricane Katrina.  RELM was one of the first manufacturers to develop P25-compliant technology.

About RELM Wireless

For nearly six decades, RELM Wireless Corporation 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 interoperable, low-cost digital two-way radios compliant with APCO Project 25 technical specifications. Products are manufactured and distributed worldwide under BK Radio, RELM/BK and RELM product lines. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900.

This press release contains certain forward-looking statements that are made pursuant to the “Safe Harbor” provisions 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: reliance on contract manufacturers; heavy reliance on sales to the U.S. Government; federal, state and local budget deficits and spending limitations; limitations in available radio spectrum for use by land mobile radios; genera l 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, 2005 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 Balance Sheets

(In Thousands, Except Share Data) (Unaudited)

	June 30, 2006			December 31, 2005
ASSETS
Current Assets:
Cash & Cash Equivalents	$	5,560		$	5,283
Trade Accounts Receivable, Net		7,930			5,504
Inventories, Net		6,888			7,091
Deferred tax assets, net		2,663			3,783
Prepaid Expenses & Other Current Assets		463			470
Total Current Assets		23,504			22,131
Property, Plant and Equipment, Net		1,119			1,220
Deferred tax assets, net		7,407			7,407
Other Assets		604			358
Total Assets	$	32,634		$	31,116
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	900		$	1,520
Accrued compensation and related taxes		782			1,280
Accrued warranty expense		163			153
Accrued other expenses and other current liabilities		340			345
Total Current Liabilities		2,185			3,298
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, 13,301,987 and 13,135,324 issued and outstanding shares at June 30, 2006 and December 31, 2005, respectively.		7,981			7,878
Additional paid-in capital		23,302			22,711
Deficit		(834	)		(2,771	)
Total Stockholders' Equity		30,449			27,818
Total Liabilities and Stockholders' Equity	$	32,634		$	31,116

RELM WIRELESS CORPORATION

Condensed Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)

	Three Months Ended						Six Months Ended
	(Unaudited)						(Unaudited)
	6/30/2006			6/30/2005			6/30/2006			6/30/2005
Sales	$	8,596		$	6,408		$	15,780		$	11,948
Costs & Expenses:
Cost of Products (Includes non-cash stock-based employee compensation expense of $81 and $138 for the three and six months ended June 30, 2006, respectively)		3,713			3,142			7,071			6,242
Selling, General and Administrative Expenses (Includes non-cash stock-based employee compensation expense of $240 and $375 for the three and six months ended June 30, 2006, respectively)		3,191			2,422			5,664			4,372
Total Costs & Expenses		6,904			5,564			12,735			10,614
Operating Income		1,692			844			3,045			1,334
Other Income (Expense):
Interest Expense		(10	)		(9	)		(16	)		(14	)
Interest Income		59			15			100			27
Other Income		(23	)		(31	)		(24	)		(23	)
Pretax Income		1,718			819			3,105			1,324
Income Tax Expense		646			308			1,168			481
Net Income	$	1,072		$	511		$	1,937		$	843
Earnings per share - basic	$	0.08		$	0.04		$	0.15		$	0.07
Earnings per share - diluted	$	0.08		$	0.04		$	0.14		$	0.06
Weighted Average Common Shares Outstanding, Basic		13,293			13,034			13,231			13,031
Weighted Average Common Shares Outstanding, Diluted		14,189			13,506			14,281			13,513