-----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, H3M9xAJk3qclQRQXT+qSRz5q5/j+cZza0WGrx6npPIqzQSH1m7hO8sKSTy/INVWF KZp36XesakLkCbYFD+Vdhw== 0001116502-03-000910.txt : 20030515 0001116502-03-000910.hdr.sgml : 20030515 20030515174103 ACCESSION NUMBER: 0001116502-03-000910 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 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: 03706471 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 relm-8k.txt CURRENT REPORT 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) May 15, 2003 ----------------- 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 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: NONE (b) PRO FORMA FINANCIAL INFORMATION: NONE (c) EXHIBITS EXHIBIT NUMBER DESCRIPTION ---------- ------------------------------------------------------------- 99.1 Press Release dated May 15, 2003 of RELM Wireless Corporation announcing its operating and financial results for the first quarter ended March 31, 2003. ITEM 9. REGULATION FD DISCLOSURE. ------------------------ On May 15, 2003, RELM Wireless Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference. The information furnished in this Item 9 (which is being furnished under Item 12) shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific release in such a filing. 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 ------------------------------------ Dated: May 15, 2003 William P. Kelly Executive Vice President - Finance and Chief Financial Officer Exhibit Index ------------- EXHIBIT NUMBER DESCRIPTION ---------- ------------------------------------------------------------- 99.1 Press Release dated May 15, 2003 of RELM Wireless Corporation announcing its operating and financial results for the first quarter ended March 31, 2003. EX-99.1 3 pressrelease-991.txt PRESS RELEASE Exhibit 99.1 Press Release RELM WIRELESS ANNOUNCES FIRST QUARTER END FINANCIAL RESULTS WEST MELBOURNE, Fl, May 15, 2003 - RELM Wireless Corporation (NASDAQ: RELM) today announced its operating results for the first quarter ended March 31, 2003. Revenue for the first quarter of 2003 was $3.6 million, compared with $4.7 million for the same quarter last year, reflecting lighter demand from our principal customers in federal and state government agencies. Revenues from the business and industrial market segment were comparable to the same quarter last year. First quarter net loss was $377,000, or ($0.04) per diluted share, compared with a net loss of $1.0 million, or ($0.18) per diluted share, for the first quarter of the prior year. The net loss for the first quarter of the prior year included a non-recurring loss of $900,000 on notes receivable related to the 1997 sale of the Company's former paper manufacturing subsidiary. Gross profit margins for the first quarter improved to 30.0% compared with 28.6% for the prior year. The improvement in gross margins resulted from lower product costs driven by the implementation of strategic manufacturing relationships. The Company has also reduced staffing and manufacturing support costs at its Florida operations. Selling, general, and administrative costs (SG&A) for the first quarter improved by 3.1% to approximately $1,366,000 compared with $1,410,000 for the same period last year. The Company reduced employment and other expenses associated with certain headquarters functions, while maintaining its investment in new product development. David P. Storey, President and Chief Executive Officer commented: "As we anticipated in our business plan, our first quarter showed marked year-over-year improvement. We believe this trend will continue, as a result of new products and our new sales team." "Significant to note is that our new digital APCO Project 25-compliant portable radio, the BK Radio-branded DPH, was approved in March by the Federal Communications Commission (FCC). The DPH has been added to our contract with the General Services Administration, and is presently being evaluated by the Department of Interior for inclusion on its contract. The DPH provides performance advantages compared to competitive products and is significantly less expensive. We are looking forward to the introduction of additional digital models later this year." 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. # # # RELM WIRELESS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED ------------------ (Unaudited) ----------- 3/31/03 3/31/02 ------- ------- Sales 3,596 4,733 COSTS & EXPENSES: Cost Of Sales 2,519 3,377 SG&A 1,366 1,410 Loss On Notes Receivable 0 900 ------- ------- Total Costs & Exp 3,885 5,687 Operating Income (Loss) (289) (954) OTHER INCOME (EXPENSE): Interest Expense (103) (110) Other Income (Expense) 15 48 ------- ------- Income (Loss) From Continuing Operations (377) (1,016) Tax Expense (Benefit) 0 0 ------- ------- Net Income (Loss) $ (377) $(1,016) ======= ======= Earnings (Loss) per share - basic (0.04) (0.18) ======= ======= Earnings (Loss) per share - diluted (0.04) (0.18) ======= ======= Weighted Average Common Shares Outstanding, Basic 8,552 5,651 Weighted Average Common Shares Outstanding, Diluted 8,552 5,651 Contact: Porter, Le Vay & Rose, Inc., New York Linda Decker, VP- Investor Relations Catherine Hay, VP- Editorial 212-564-4700 or RELM Wireless Corporation David P. Storey, President & CEO, 321/984-1414 -----END PRIVACY-ENHANCED MESSAGE-----