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 8, 2007

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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 of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7100 Technology Drive, West Melbourne, FL 32904

(Address of principal executive offices) (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))

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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 8, 2007, the Company announced its financial and operating results for the second quarter and six months ended June 30, 2007 in the press release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Items 2.02 and 9.01 of Form 8-K, 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 8, 2007

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 Executive Vice President and Chief Financial Officer

Date:  August 10, 2007

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Company on August 8, 2007

EX-99.1

EXHIBIT 99.1

Press Release

RELM Wireless Reports Second Quarter 2007 Results

Quarterly Sales Up 9.5% Year-Over-Year

Quarterly P25 Digital Sales 62.2% of Total Sales

WEST MELBOURNE, FL, August 8, 2007 - RELM Wireless Corporation (Amex: RWC - News) today announced its financial and operating results for the quarter and six months ended June 30, 2007.

For the quarter ended June 30, 2007, sales increased approximately 9.5% to $9.4 million, compared to $8.6 million for the same period in 2006, driven primarily by increased sales of the Company’s digital APCO Project 25 products to government and public safety customers. Pretax income for the quarter increased 40.2% to $2.4 million, compared to $1.7 million for same period in 2006.

For the quarter, net income was $1.5 million, or $0.10 per fully diluted share, compared to net income of $1.1 million, or $0.08 per fully diluted share for the same quarter in 2006. Income tax expense for the quarter was approximately $0.9 million compared to approximately $0.6 million for the same quarter last year. Tax expense for both periods is primarily non-cash deferred tax expense, due to the utilization of net operating loss (NOL) carry-forwards.

For the second quarter, gross margins improved to 57.8% compared to 56.8% for the prior year, reflecting growth in total sales and P25 digital product sales. Selling, general and administrative (SG&A) expenses as a percentage of sales were 33.8% or $3.2 million for the quarter, compared to 37.1% or $3.2 million last year.

For the six months ended June 30, 2007, sales were approximately $14.0 million, compared to $15.8 million for the same period in 2006. Pretax income for the period was approximately $1.9 million, compared to $3.1 million for same period in 2006. Net income was approximately $1.1 million, or $0.08 per fully diluted share, compared to net income of $1.9 million, or $0.14 per fully diluted share for the same period in 2006. Net income for the period was impacted by tax expense of approximately $0.8 million, compared to $1.2 million for the same period last year. Tax expense for both periods is primarily non-cash deferred tax expense, due to the utilization of net operating loss (NOL) carry-forwards.

For the six months ended June 30, 2007, gross margins were 52.7% compared to 55.2% for the prior year; primarily the result of lower total sales and sales of P25 digital products in the first quarter 2007. Selling, general and administrative (SG&A) expenses as a percentage of sales were 41.2% or $5.8 million for the period, compared to 35.9% or $5.7 million last year.

Cash and cash equivalents at June 30, 2007 were approximately $12.9 million, compared to $13.3 million as of December 31, 2006.

RELM President and Chief Executive Officer David Storey commented, “We are pleased with the improvement in our business for the second quarter, reflecting strengthened government spending for our P25 digital radios, which reached company-highs of $5.9 million and 62.2% of total sales. Also, during the quarter we completed a number of significant transactions with new and existing customers, including the West Virginia Division of Forestry, the California Department of Forestry (CDF), the United States Forest Service (USFS) and the state of North Carolina. Although the current climate for government funding remains uncertain, we were encouraged by increased spending during the second quarter.”

Mr. Storey concluded, “We are continuing to execute our strategy; investing in product development and sales resources, broadening our addressable market to capitalize on the future of P25 products and capabilities.”

Conference Call and Webcast

RELM Wireless will host a conference call and webcast for investors and analysts to discuss its results for the second quarter on Thursday, August 9, 2007, at 9 a.m. (EDT).

Participants should call (888) 693-3477 (Domestic) or (973) 582-2710 (International) and request the RELM Wireless call. The call will also be available via webcast at http://www.relm.com. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet broadcast. An online archive of the webcast will be available on the Company’s website for 30 days following the call at http://relm.com/investor_information.asp.

A replay of the call will be available from Thursday, August 9, 2007 at 11:00 a.m., EDT, through Thursday, August 16, 2007 at 11:59 p.m., EDT. To access the replay, please call (877) 519-4471 in the United States or (973) 341-3080 outside the United States. To access the replay, users will need to enter the following code: 9051448.

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 more recently Hurricane Katrina. RELM was one of the first manufacturers to develop P25-compliant technology.

About RELM Wireless

For 60 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 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 http://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; 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, 2006 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)

	Three Months Ended						Six Months Ended
	(Unaudited)						(Unaudited)
	6/30/2007			6/30/2006			6/30/2007			6/30/2006
Sales, net	$	9,413		$	8,596		$	14,044		$	15,780
Costs & Expenses:
Cost of Products (Includes non-cash share-based employee		3,973			3,713			6,641			7,071
compensation expense of $7 and $81 for the three months ended June 30, 2007and 2006, respectively, and $16 and $138 for the six months ended June 30, 2007 and 2006, respectively.)
Selling, General and Administrative Expenses		3,184			3,191			5,793			5,664
(Includes non-cash share-based employee compensation expense of $60 and $240 for the three months ended March 31, 2007 and 2006, respectively, and $121 and $375 for the six months ended June 30, 2007 and 2006, respectively.)
Total Costs & Expenses		7,157			6,904			12,434			12,735
Operating Income		2,256			1,692			1,610			3,045
Other Income (Expense):
Interest Expense		(1	)		(10	)		(3	)		(16	)
Interest Income		151			59			299			100
Other Income (Expense)		3			(23	)		(1	)		(24	)
Pretax Income		2,409			1,718			1,905			3,105
Income Tax Expense		942			646			782			1,168
Net Income	$	1,467		$	1,072		$	1,123		$	1,937
Earnings per share - basic	$	0.11		$	0.08		$	0.08		$	0.15
Earnings per share - diluted	$	0.10		$	0.08		$	0.08		$	0.14
Weighted Average Common Shares Outstanding, Basic		13,346			13,293			13,344			13,231
Weighted Average Common Shares Outstanding, Diluted		14,039			14,189			14,107			14,281

RELM WIRELESS CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Data) (Unaudited)

	June 30, 2007		December 31, 2006
ASSETS
Current Assets:
Cash & Cash Equivalents	$	12,871	$	13,266
Trade Accounts Receivable, net		5,215		3,565
Inventories, net		7,142		7,440
Deferred tax assets, net		2,755		3,490
Prepaid Expenses & Other Current Assets		891		841
Total Current Assets		28,874		28,602
Property, Plant and Equipment, Net		851		913
Deferred tax assets, net		5,360		5,360
Other Assets		568		431
Total Assets	$	35,653	$	35,306
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	781	$	1,172
Accrued compensation and related taxes		725		1,234
Accrued warranty expense		257		205
Accrued other expenses and other current liabilities		300		394
Total Current Liabilities		2,063		3,005
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, 13,361,661 and 13,341,661 issued and outstanding shares at June 30, 2007 and December 31, 2006, respectively.		8,016		8,004
Additional paid-in capital		23,795		23,641
Accumulated earnings		1,779		656
Total Stockholders' Equity		33,590		32,301
Total Liabilities and Stockholders' Equity	$	35,653	$	35,306

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Source: RELM Wireless Corporation