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) November 10, 2010

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)

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:

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

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

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

o  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 November 10, 2010, RELM Wireless Corporation (the “Registrant”) announced its financial and operating results for the quarter and nine months ended September 30, 2010 in the press release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Report, including the Exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder.  Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
99.1	Press Release issued by the Registrant on November 10, 2010

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)
Date: November 10, 2010	By:	/s/ William P. Kelly
		William P. Kelly
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release issued by the Registrant on November 10, 2010

EX-99.1

EXHIBIT 99.1

 

Company Contact:

RELM Wireless Corporation

William Kelly, EVP & CFO

(321) 984-1414

RELM Wireless Reports Third Quarter and Year-To-Date 2010 Results

WEST MELBOURNE, Florida -- November 10, 2010 -- RELM Wireless Corporation (NYSE: Amex - RWC) today announced its financial and operating results for the quarter and nine months ended September 30, 2010.

For the quarter ended September 30, 2010, sales totaled approximately $7.1 million compared with approximately $8.3 million for the same quarter last year.  Pretax income for the third quarter was approximately $261,000 compared with approximately $1.5 million for the same quarter last year.  Net income for the third quarter 2010 approximated $127,000, or $0.01 per diluted share, compared with approximately $927,000, or $0.07 per diluted share, for the prior year’s third quarter.

Gross profit margins for the third quarter 2010 were 46.4% of sales, versus 51.1% of sales for the same quarter last year.  Selling, general and administrative expenses were approximately $3.0 million (42.6% of sales) in the third quarter 2010, compared with approximately $2.7 million (32.8% of sales) in the third quarter last year.

The Company had approximately $19.6 million in working capital as of September 30, 2010 of which $10.8 million was comprised of cash and trade receivables. Working capital as of December 31, 2009 totaled approximately $17.7 million of which approximately $11.4 million was comprised of cash and trade receivables.  Also, the Company currently has $2.0 million of borrowings outstanding and an additional $0.6 million available under its revolving credit facility.

RELM President and Chief Executive Officer David Storey commented, “Achieving quarterly profitability and maintaining a strong financial position are important goals for us, which were met in the third quarter; our sixth consecutive profitable quarter.  The most exciting news for the quarter, however, pertained to new products and related orders.  In September we completed our first-ever release of P25 trunking and introduced new trunked portable and mobile radios.  Shortly thereafter, we received orders of approximately $2.7 million for these products from new military customers.  We have long believed that P25 trunking was a critical addition in order to expand our addressable market.  These orders are an early positive affirmation of that belief.  We will continue add ing more features and capabilities in coming quarters, and look forward to capitalizing on new sales growth opportunities.”

For the nine months ended September 30, 2010, sales totaled approximately $20.6 million compared with approximately $22.1 million for the same period last year.  Pretax income for the nine months ended September 30, 2010 was approximately $812,000 compared with approximately $2.9 million for the same period last year.  Net income for the nine months ended September 30, 2010 totaled approximately $468,000, or $0.03 per diluted share, compared with $2.0 million, or $0.15 per diluted share, for the same period last year.

Gross profit margins for the nine months ended September 30, 2010 were 46.8% of sales, versus 48.5% of sales for the same period last year.  Selling, general and administrative expenses for the nine months ended September 30, 2010 totaled approximately $8.8 million compared with approximately $7.8 million for the same period last year.

Conference Call and Webcast

The Company will host a conference call and webcast for investors at 9:00 a.m. Eastern Time, Thursday, November 11, 2010.  Shareholders and other interested parties may participate in the conference call by dialing 877-317-6789 (international/local participants dial 412-317-6789) and asking to be connected to the “RELM Wireless Corporation Conference Call” a few minutes before 9:00 a.m. Eastern Time on November 11, 2010.  The call will also be 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 webcast.  An online archive of the webcast will be available on the Company’s website for 30 days following the call at < font style="DISPLAY: inline; TEXT-DECORATION: underline">http://www.relm.com.

A replay of the conference call will be available one hour after the completion of the call until November 19, 2010, by dialing 877-344-7529 (international/local participants dial 412-317-0088) and entering the conference ID# 445552.

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 toward interoperability gained momentum as a result of significant communications failures during events such as the Oklahoma City bombings, the 9/11 attacks and Hurricane Katrina.  RELM was one of the first manufacturers to develop P25-compliant technology.

About RELM Wireless Corporation

As an American Manufacturer for more than 60 years, RELM Wireless Corporation has produced high-specification two-way communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies, as well as radios for use in a wide range of commercial and industrial applications.  Advances include a broad new line of leading digital two-way radios compliant with APCO Project 25 specifications.  RELM’s products are manufactured and distributed worldwide under BK Radio and RELM 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 1-800-821-2900.  The Compa ny’s common stock trades on the NYSE Amex market under the symbol “RWC”.

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: risks relating to the current financia l crisis and adverse economic conditions; 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 amid the financial crisis; 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 fiscal year ended December 31, 2009 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 u pdate 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						Nine Months Ended
	(Unaudited)						(Unaudited)
	9/30/2010			9/30/2009			9/30/2010			9/30/2009
Sales, net	$	7,052		$	8,292		$	20,579		$	22,141
Expenses:
Cost of products		3,780			4,058			10,943			11,398
Selling, general and administrative expenses		3,003			2,718			8,810			7,802
Total expenses		6,783			6,776			19,753			19,200
Operating income		269			1,516			826			2,941
Other income (expense):
Interest expense		(6	)		(5	)		(6	)		(41	)
Other income (expense)		(2	)		(7	)		(8	)		(4	)
Pretax income		261			1,504			812			2,896
Income tax expense		(134	)		(577	)		(344	)		(881	)
Net income	$	127		$	927		$	468		$	2,015
Income per share - basic	$	0.01		$	0.07		$	0.03		$	0.15
Income per share - diluted	$	0.01		$	0.07		$	0.03		$	0.15
Weighted average common shares outstanding, basic		13,490			13,411			13,472			13,411
Weighted average common shares outstanding, diluted		13,736			13,726			13,827			13,520

RELM WIRELESS CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Data) (Unaudited)

	September 30,			December 31,
	2010			2009
ASSETS
Current assets:
Cash & cash equivalents	$	6,315		$	7,660
Trade accounts receivable, net		4,500			3,767
Inventories, net		10,174			6,623
Deferred tax assets, net		1,269			1,611
Prepaid expenses & other current assets		1,090			896
Total current assets		23,348			20,557
Property, plant and equipment, net		1,435			1,306
Deferred tax assets, net		6,203			6,183
Capitalized software, net		3,997			3,024
Other assets		293			351
Total assets	$	35,276		$	31,421
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,360		$	1,250
Accrued compensation and related taxes		829			1,086
Accrued warranty expense		243			228
Accrued other expenses and other current liabilities		306			195
Total current liabilities		3,738			2,759
Deferred revenue		78			-
Long-term debt		2,000			-
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: 13,489,815 and 13,416,127 issued and outstanding shares
at September 30, 2010 and December 31, 2009, respectively.		8,094			8,050
Additional paid-in capital		24,357			24,071
Accumulated deficit		(2,991	)		(3,459	)
Total stockholders' equity		29,460			28,662
Total liabilities and stockholders' equity	$	35,276		$	31,421