10-Q 1 rwc_10q.htm QUARTERLY REPORT rwc_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2014
 
OR
 
£  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________  to _________
 
Commission file number 001-32644
 
RELM WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
59-3486297
State or other jurisdiction of
(I.R.S. Employer
Incorporation or organization
Identification No.)

7100 Technology Drive
West Melbourne, Florida  32904
(Address of principal executive offices and Zip Code)
 
Registrant’s telephone number, including area code:  (321) 984-1414
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
 
There were 13,653,087 shares of common stock, $0.60 par value, of the registrant outstanding at July 27, 2014.
 


 
 
 
 
 
PART I. - FINANCIAL INFORMATION
 
Item 1.                      FINANCIAL STATEMENTS
 
RELM WIRELESS CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share data) (Unaudited)
 
 
June 30,
 
December 31,
 
 
2014
 
2013
 
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
  $ 9,162     $ 7,945  
Trade accounts receivable (net of allowance for doubtful accounts of $122 and $84 at June 30, 2014 and December 31, 2013, respectively)
    6,255       2,844  
Inventories, net
    10,284       11,575  
Deferred tax assets
    3,241       3,836  
Prepaid expenses and other current assets
    1,778       1,920  
Total current assets
    30,720       28,120  
Property, plant and equipment, net
    1,152       1,045  
Deferred tax assets, net
    3,165       3,072  
Capitalized software, net
    1,084       1,478  
Other assets
    286       308  
Total assets
  $ 36,407     $ 34,023  
     
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 1,712     $ 950  
Accrued compensation and related taxes
    1,022       779  
Accrued warranty expense
    320       292  
Accrued other expenses and other current liabilities
    146       154  
     Deferred revenue
    255       281  
Total current liabilities
    3,455       2,456  
                 
Deferred revenue
    234       147  
Total liabilities
  $ 3,689     $ 2,603  
Commitments and contingencies
               
Stockholders' equity:
               
Preferred stock; $1.00 par value; 1,000,000 authorized shares
none issued or outstanding.
    -       -  
Common stock; $.60 par value; 20,000,000 authorized shares:
13,653,087 and 13,588,804 issued and outstanding shares at June 30, 2014 and December 31, 2013, respectively
    8,192       8,153  
Additional paid-in capital
    24,784       24,672  
Accumulated deficit
    (258 )     (1,405 )
Total stockholders' equity
    32,718       31,420  
Total liabilities and stockholders' equity
  $ 36,407     $ 34,023  

See notes to condensed consolidated financial statements.
 
2

 
 
RELM WIRELESS CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except share data) (Unaudited)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2014
   
June 30,
2013
   
June 30,
2014
   
June 30,
2013
 
                         
Sales, net
  $ 9,057     $ 6,191     $ 16,882     $ 13,264  
Expenses
                               
Cost of products
    5,180       3,474       9,857       7,312  
Selling, general and administrative
    2,839       2,339       5,385       5,075  
Total expenses
    8,019       5,813       15,242       12,387  
                                 
Operating income
    1,038       378       1,640       877  
                                 
Other income (expense):
                               
Net interest expense
    (0 )     (0 )     (0 )     (0 )
Other income (expense)
    (9 )     31       (9 )     11  
Total other income (expense)
    (9 )     31       (9 )     11  
                                 
 Income before income taxes
    1,029       409       1,631       888  
                                 
Income tax expense
    (357 )     (212 )     (484 )     (286 )
                                 
Net income
  $ 672     $ 197     $ 1,147     $ 602  
                                 
Net earnings per share-basic:
  $ 0.05     $ 0.01     $ 0.08     $ 0.04  
Net earnings per share-diluted:
  $ 0.05     $ 0.01     $ 0.08     $ 0.04  
Weighted average shares outstanding-basic
    13,645,025       13,564,119       13,634,182       13,554,852  
Weighted average shares outstanding-diluted
    13,731,422       13,653,703       13,721,754       13,579,970  

See notes to condensed consolidated financial statements.
 
 
3

 
 
RELM WIRELESS CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
 
   
Six Months Ended
 
   
June 30,
2014
   
June 30,
2013
 
             
Operating activities
           
Net income
  $ 1,147     $ 602  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Allowance for doubtful accounts
    38       -  
Inventories reserve
    -       36  
       Deferred tax obligation
    502       285  
Depreciation and amortization
    615       740  
       Shared-based compensation expense
    25       33  
Changes in operating assets and liabilities:
               
Accounts receivable
    (3,449 )     (1,466 )
Inventories
    1,291       436  
Prepaid expenses and other current assets
    142       (87 )
Other assets
    22       17  
Accounts payable
    762       (194 )
Accrued compensation and related taxes
    243       (672 )
Accrued warranty expense
    28       6  
               Note payable
    -       (18 )
Deferred revenue
    61       (143 )
Accrued other expenses and other current liabilities
    (8 )     (9 )
Net cash  provided by (used in) operating activities
    1,419       (434 )
                 
Investing activities
               
Purchases of property, plant and equipment
    (328 )     (88 )
Capitalized software
    -       (289 )
Net cash used in investing activities
    (328 )     (377 )
                 
Financing activities
               
Proceeds from issuance of common stock
    126       34  
Cash provided by financing activities
    126       34  
                 
Net change in cash and cash equivalents
    1,217       (777 )
Cash and cash equivalents, beginning of period
    7,945       6,581  
Cash and cash equivalents, end of period
  $ 9,162     $ 5,804  
                 
Supplemental disclosure
               
Cash paid for interest
  $ -     $ -  
Income tax paid
  $ -     $ -  
Non-cash financing activity
               
Cashless exercise of stock options and related conversion of net shares to stockholders’ equity
  $ 2     $ 9  
 
See notes to condensed consolidated financial statements.
 
4

 
 
Notes to Condensed Consolidated Financial Statements
Unaudited
(in Thousands, Except Share Data and Percentages)
 
1.           Condensed Consolidated Financial Statements
 
The condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013, the condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013 and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 have been prepared by RELM Wireless Corporation (the Company), and are unaudited.  In the opinion of management, all adjustments, which include normal recurring adjustments, necessary for a fair presentation have been made.  The condensed consolidated balance sheet at December 31, 2013 has been derived from the Company’s audited consolidated financial statements at that date.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission.  The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the operating results for a full year.
 
Recent Accounting Pronouncements
 
In May 2014, the FASB issued guidance on revenue recognition, which provides for a single, principles-based model for revenue recognition and replaces the existing revenue recognition guidance. The guidance is effective for annual and interim periods beginning on or after December 15, 2016, and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. The Company is in the process of evaluating the effect this standard will have, if any, on its condensed consolidated financial statements and related disclosures.
 
2.           Allowance for Doubtful Accounts
 
The allowance for doubtful accounts on trade receivables was approximately $122 on gross trade receivables of $6,377 at June 30, 2014 and $84 on gross receivables of $2,928 at December 31, 2013.  This allowance is used to state trade receivables at a net realizable value or the amount that the Company estimates will be collected of the Company’s gross receivables.
 
3.           Inventories, net
 
The components of inventory, net of reserves for slow-moving, excess or obsolete inventory, consist of the following:
 
   
June 30,
2014
   
December 31,
2013
 
Finished goods
  $ 2,742     $ 3,525  
Work in process
    4,689       5,702  
Raw materials
    2,853       2,348  
    $ 10,284     $ 11,575  

Reserves for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or market.  The reserves for slow-moving, excess, or obsolete inventory were approximately $1,694 at June 30, 2014, compared with approximately $2,960 at December 31, 2013. During the first quarter  of 2014, the Company disposed of obsolete inventory that had been fully reserved previously.  There was no material impact to the Company’s balance sheet or statement of operations that resulted from this transaction.
 
 
5

 
 
Notes to Condensed Consolidated Financial Statements
Unaudited
(in Thousands, Except Share Data and Percentages)
 
4.           Income Taxes
 
Income tax expense totaling approximately $357 and $484 has been recorded for the three and six months ended June 30, 2014.
 
As of June 30, 2014 and December 31, 2013, the Company’s net deferred tax assets totaled approximately $6,406 and $6,908, respectively, and are primarily composed of net operating loss carry forwards (NOLs).  These NOLs total $5,901 for federal and $14,216 for state purposes, with expirations starting in 2018 through 2030.
 
In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years to utilize its NOLs prior to their expiration.  ASC Topic 740, “Income Taxes”, requires the Company to analyze all positive and negative evidence to determine if, based on the weight of available evidence, the Company is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available, current and anticipated customers, contracts and product introductions, as well as historical operating results and certain tax planning strategies.
 
The Company has evaluated the available evidence and the likelihood of realizing the benefit of its net deferred tax assets.  From its evaluation the Company has concluded that based on the weight of available evidence, it is more likely than not that the Company will realize the full benefit of its net deferred tax assets recorded at June 30, 2014.  The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.  If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of June 30, 2014.
 
5.           Capitalized Software
 
The Company accounts for the costs of software within its products in accordance with ASC Topic 985-20 “Costs of Software to be Sold, Leased or Marketed”, under which certain software costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products. The Company determines technological feasibility to be established upon the internal release of a detailed program design as specified by Topic 985-20. Upon the general release of the product to customers, development costs for that product are amortized over periods not exceeding five years, based on current and future revenue of the product. For the three and six months ended June 30, 2014, the Company did not capitalize any software costs.  For the three and six months ended June 30, 2014, the Company’s amortization cost was approximately $197 and $394, respectively, compared with $272 and $544, respectively, for the same period last year.  Net capitalized software costs totaled $1,084 and $1,478 as of June 30, 2014 and December 31, 2013, respectively.
 
6.           Stockholders’ Equity
 
The changes in consolidated stockholders’ equity for the six months ended June 30, 2014 are as follows:
 
   
Common Stock Shares
   
Common Stock Amount
   
Additional Paid-In Capital
   
Accumulated Deficit
   
Total
 
                               
Balance at December 31, 2013
    13,588,804     $ 8,153     $ 24,672     $ (1,405 )   $ 31,420  
Common stock option exercise and issued
    64,283       39       87             126  
Share-based compensation expense
                25             25  
Net income
                      1,147       1,147  
Balance at June 30, 2014
    13,653,087     $ 8,192     $ 24,784     $ (258 )   $ 32,718  
 
 
 
6

 
 
Notes to Condensed Consolidated Financial Statements
Unaudited
(in Thousands, Except Share Data and Percentages)
 
7.           Income per Share
 
The following table sets forth the computation of basic and diluted income per share:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
2014
   
June 30,
2013
   
June 30,
2014
   
June 30,
2013
 
Numerator:
                       
Net  income (numerator for basic and diluted earnings per share)
  $ 672     $ 197     $ 1,147     $ 602  
Denominator:
                               
Denominator for basic earnings per share weighted average shares
    13,645,025       13,564,119       13,634,182       13,554,852  
                                 
Effect of dilutive securities:
                               
       Options
    86,397       89,584       87,572       25,118  
                                 
Denominator
                               
Denominator for diluted earnings per share weighted average shares
    13,731,422       13,653,703       13,721,754       13,579,970  
                                 
                                 
Basic income per share
  $ 0.05     $ 0.01     $ 0.08     $ 0.04  
Diluted income per share
  $ 0.05     $ 0.01     $ 0.08     $ 0.04  

A total of  227,444 shares related to options are not included in the computation of diluted income per share for the three and six months ended June 30, 2014 because to do so would have been anti-dilutive for these periods.

8.           Non-Cash Share-Based Employee Compensation
 
The Company has employee and non-employee director stock option programs.  Related to these programs, and in accordance with ASC Topic 718, “Compensation-Stock Compensation”, the Company recorded non-cash share-based employee compensation expense of $13 and $25, respectively, for the three and six months ended June 30, 2014, compared with $2 and $33 for the same periods last year.  The Company considers its non-cash share-based employee compensation expenses as a component of cost of products ($0 and $0 for the three and six months ended June 30, 2014, respectively, compared with $0 and $0 for the same periods last year) and selling, general and administrative expenses ($13 and $25 for the three and six months ended June 30, 2014, respectively, compared with $2 and $33 for the same periods last year).  There was no non-cash share–based employee compensation expense capitalized as part of capital expenditures or inventory for the periods presented.
 
The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of a stock option grant.  The non-cash share-based employee compensation expense recorded in the three and six months ended June 30, 2014 was calculated using certain assumptions.  For a description of such assumptions, reference is made to Note 10 (Share-Based Employee Compensation) of the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
 
7

 
 
Notes to Condensed Consolidated Financial Statements
Unaudited
(in Thousands, Except Share Data and Percentages)
 
A summary of stock option activity under the Company’s stock option plans as of June 30, 2014, and changes during the six months ended June 30, 2014 are presented below:
 
As of January 1, 2014
 
Stock Options
   
Wgt. Avg. Exercise
Price ($)
Per Share
   
Wgt. Avg. Remaining Contractual Life (Years)
   
Wgt. Avg. Grant Date Fair Value($)
Per Share
   
Aggregate Intrinsic
Value ($)
 
                               
Outstanding
    482,611       3.50       -       2.18       -  
Vested
    410,942       3.64       -       2.41       -  
Nonvested
    71,669       2.68       -       0.87       -  
                                         
Period activity
                                       
Issued
    35,000       3.40       -       0.08       -  
Exercised
    75,833       2.18       -       1.03       -  
Forfeited
    -       -       -       -       -  
Expired
    5,000       3.45       -       0.03       -  
                                         
As of June 30, 2014
                                       
Outstanding
    436,778       3.72       4.13       2.24       368,459  
Vested
    373,443       3.86       3.83       2.52       307,773  
Nonvested
    63,335       2.90       5.87       0.61       60,686  
 
9.           Commitments and Contingencies
 
Legal Proceedings
 
From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of its business. There were no pending material claims or legal matters as of June 30, 2014.
 
Other
 
As of June 30, 2014, the Company had purchase orders to suppliers of approximately $4,320.
 
Significant Customers
 
Sales to United States government agencies represented approximately $3,434 (37.0%) and $6,617 (38.3%) of the Company’s total sales for the three and six months ended June 30, 2014, respectively, compared with approximately $1,356 (21.9%) and $4,632 (34.9%) for the same periods last year.  Accounts receivable from agencies of the United States government were $2,512 as of June 30, 2014 compared with approximately $588 at the same date last year.
 
10.           Debt
 
The Company has a secured revolving credit facility with Silicon Valley Bank with maximum borrowing availability of $5,000 (subject to a borrowing base) and a maturity date of December 31, 2014.  As of June 30, 2014, the Company was in compliance with all covenants under the loan and security agreement, as amended, governing this revolving credit facility.   For a description of such covenants and the other terms and conditions of the loan and security agreement, as amended, reference is made to Note 6 (Debt) of the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013.  As of June 30, 2014, there were no borrowings outstanding under the revolving credit facility and there was approximately $5,000 of borrowing available.
 
 
8

 
 
Item 2.                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
SPECIAL NOTE CONCERNING
FORWARD-LOOKING STATEMENTS
 
We believe that it is important to communicate our future expectations to our security holders and to the public.  This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions.  Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement.  Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
 
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in our subsequent filings with the Securities and Exchange Commission, and include, among others, the following:
 
   changes or advances in technology;

   the success of our LMR product line;

   competition in the land mobile radio industry;

   general economic and business conditions, including federal, state and local government budget deficits and spending limitations;

   the availability, terms and deployment of capital;

   reliance on contract manufacturers and suppliers;

   heavy reliance on sales to agencies of the United States government;

   our ability to utilize deferred tax assets;

   retention of executive officers and key personnel;

   our ability to manage our growth;

   government regulation;

   our business with manufacturers located in other countries;

   our inventory and debt levels;

   protection of our intellectual property rights;

   fluctuation in our operating results;

 
9

 
 
   acts of war or terrorism;

   any infringement claims;

   provisions in our charter documents and under Nevada law that may discourage a potential takeover;

   maintenance of our NYSE MKT listing; and

   the effect on our stock price and ability to raise equity capital of future sales of shares of our common stock.

We assume no obligation to publicly update or revise any forward-looking statements made in this report, whether as a result of new information, future events, changes in assumptions or otherwise, after the date of this report.  Readers are cautioned not to place undue reliance on these forward-looking statements.
 
Reported dollar amounts in management’s discussion and analysis are disclosed in millions or as whole dollar amounts.
 
Executive Summary
 
Our financial and operating results for the three and six months ended June 30, 2014 improved compared with the same periods last year.  Total sales and sales of P25 digital products increased for both periods, while selling, general and administrative expenses as a percentage of sales declined.  These factors combined to yield an increase in operating income compared with the same periods last year.  Also, our financial position at the end of the second quarter 2014 improved with an increase in working capital, including growth in cash and trade receivables, and a decrease in inventory, compared with the year ended December 31, 2013 and the immediately preceding quarter ended March 31, 2014.
 
For the three months ended June 30, 2014, total sales increased 46.3% to approximately $9.1 million, compared with approximately $6.2 million for the same quarter last year.  Sales of P25 digital products for the second quarter of 2014 increased 81.5% to approximately $6.6 million (72.6% of total sales) compared with approximately $3.6 million (58.6% of total sales) for the same quarter last year.
 
For the six months ended June 30, 2014, total sales increased 27.3% to approximately $16.9 million, compared with approximately $13.3 million for the same quarter last year.  Sales of P25 digital products for the six months ended June 30, 2014 increased 46.2% to approximately $12.3 million (72.8% of total sales) compared with approximately $8.4 million (63.4% of total sales) for the same period last year.
 
Gross margins as a percentage of sales for the second quarter ended June 30, 2014 were approximately 42.8%, compared with 43.9% for the same quarter last year, and compared with 40.2% for the first quarter of 2014.  For the six months ended June 30, 2014, gross margins as a percentage of sales were approximately 41.6% compared with 44.9% for the same period last year.  The gross margins for the quarter are primarily a reflection of the mix of products sold, competitive pressures and manufacturing overhead absorption.
 
For the three and six months ended June 30, 2014, selling, general and administrative expenses (SG&A) totaled approximately $2.8 million (31.3% of sales) and $5.4 million (31.9% of sales), respectively, compared with approximately $2.3 million (37.8% of sales) and $5.1 million (38.3% of sales), respectively, for the same periods last year.
 
Pretax income for the three and six months ended June 30, 2014 increased to approximately $1.0 million and $1.6 million, respectively, compared with approximately $409,000 and $888,000, respectively, for the same periods last year.
 
For the three and six months ended June 30, 2014, income tax expense totaled approximately $357,000 and $484,000, respectively, compared with $212,000 and $286,000, respectively, for the same periods last year.  Our income tax expense is largely non-cash due to deferred tax assets derived primarily from our net operating loss carryforwards.
 
 
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Net income for the three and six months ended June 30, 2014 was approximately $672,000 ($0.05 per basic and diluted share) and $1.1 million ($0.08 per basic and diluted share), respectively, compared with $197,000 ($0.01 per basic and diluted share) and $602,000 ($0.04 per basic and diluted share), respectively for the same periods last year.
 
As of June 30, 2014, working capital totaled approximately $27.3 million, of which approximately $15.4 million was comprised of cash and trade receivables.  As of December 31, 2013 working capital totaled approximately $25.7 million, of which approximately $10.8 million was comprised of cash and trade receivables.
 
Results of Operations
 
As an aid to understanding our operating results for the periods covered by this report, the following table shows selected items from our condensed consolidated statements of operations expressed as a percentage of sales:
 
   
Percentage of Sales
Three Months Ended
   
Percentage of Sales
Six Months Ended
 
   
June 30,
2014
   
June 30,
2013
   
June 30,
2014
   
June 30,
2013
 
                         
Sales
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of products
    (57.2 )     (56.1 )     (58.4 )     (55.1 )
Gross margin
    42.8       43.9       41.6       44.9  
Selling, general and administrative expenses
    (31.3 )     (37.8 )     (31.9 )     (38.2 )
Net interest expense
    (0.0 )     (0.0 )     (0.0 )     (0.0 )
Other income (expense )
    (0.1 )     0.5       (0.1 )     0.1  
Pretax  income
    11.4       6.6       9.6       6.8  
Income tax expense
    (3.9 )     (3.4 )     (2.9 )     (2.2 )
Net income
    7.5 %     3.2 %     6.7 %     4.6 %
 
Net Sales
 
For the second quarter ended June 30, 2014, net sales increased 46.3% to approximately $9.1 million, compared with approximately $6.2 million for the same quarter last year.  Sales of P25 digital products for the quarter increased 81.5% totaling approximately $6.6 million (72.3% of total sales), compared with approximately $3.6 million (58.6% of total sales) for the same quarter last year.
 
For the six months ended June 30, 2014, net sales increased 27.3% to approximately $16.9 million, compared with approximately $13.3 million for the same period last year.  Sales of P25 digital products for the six months ended June 30, 2014 increased 46.2% to approximately $12.3 million (72.8% of total sales) compared with approximately $8.4 million (63.4% of total sales) for the same period last year.
 
The comparative growth in both total sales and sales of digital products was driven primarily by previously announced orders from new customers in state, county and municipal public safety agencies combined with orders from longstanding legacy customers.  These orders were for P25 digital products, a substantial portion of which is comprised of our newer KNG models, but also our legacy D-series products.
 
Cost of Products and Gross Profit Margin
 
Gross profit margin as a percentage of sales for the second quarter ended June 30, 2014 was 42.8% compared with 43.9% for the same quarter last year and 40.2% for the preceding quarter.  For the six months ended June 30, 2014, gross profit margin as a percentage of sales was 41.6% compared with 44.9% for the same period last year.
 
 
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Our cost of products and gross profit margin are primarily related to material and labor costs, product mix, manufacturing volumes and pricing.  The cost of products and corresponding gross profit margin for the first half of 2014, particularly during the first quarter, reflected some competitive pressures and a less favorable mix of product sales.  Also, manufacturing volumes were impacted as a result of inventory reduction initiatives.  Accordingly, we did not optimize the utilization and absorption of our manufacturing and support expenses.  These factors abated somewhat during the second quarter, as gross profit margin improved 2.6% from the first quarter.  During the first quarter 2014 we disposed of obsolete inventory that had been fully reserved previously.  There was no material impact on our balance sheet or statement of operations as a result of this transaction.
 
We continue to utilize contract manufacturing relationships to maximize production efficiencies and minimize material and labor costs.  We also regularly consider manufacturing alternatives to improve quality, speed and costs.  We anticipate that our current contract manufacturing relationships or comparable alternatives will be available to us in the future.  We believe leveraging increased sales volumes and P-25 product sales, combined with the aforementioned manufacturing improvements, should yield gross margin improvements.
 
Selling, General and Administrative Expenses
 
Selling, general and administrative (SG&A) expenses consist of marketing, sales, commissions, engineering, product development, management information systems, accounting, headquarters and non-cash share-based employee compensation expenses.
 
SG&A expenses for the second quarter 2014 were approximately $2.8 million (31.3% of sales), compared with $2.3 million (37.8% of sales) for the same quarter last year.  For the six months ended June 30, 2014, SG&A expenses totaled approximately $5.4 million (31.9% of sales) compared with approximately $5.1 million (38.3% of sales) for the same period last year.
 
Engineering and product development expenses for the second quarter 2014 totaled approximately $902,000 (10.0% of total sales), compared with $918,000 (14.8% of total sales) for the same quarter last year.  For the six months ended June 30, 2014, engineering and product development expenses totaled approximately $1.8 million (10.6% of total sales) compared with $1.8 million (13.8% of total sales) for the same period last year.  The decreases are attributed primarily to the amortization of capitalized software, as one project was fully amortized.
 
Marketing and selling expenses for the second quarter 2014 totaled approximately $1.1 million (11.8% of total sales), compared with $732,000 (11.8% of total sales) for the same quarter last year.  For the six months ended June 30, 2014, sales and marketing expenses totaled approximately $2.0 million (11.6% of total sales), compared with approximately $1.8 million (13.5% of total sales) for the same period last year.  The increase for the second quarter and six month periods relates primarily to commissions and incentives, which directly correlate with the increase in sales.
 
General and administrative expenses for the second quarter 2014 totaled approximately $839,000 (9.3% of total sales), compared with approximately $688,000 (11.1% of total sales) for the same quarter last year.  For the six months ended June 30, 2014, general and administrative expenses totaled approximately $1.6 million (9.6% of total sales), compared with $1.5 million (11.1% of total sales) for the same period last year.  The increases were attributed primarily to compensation and public company related expenses.
 
Operating Income
 
Operating income for the quarter ended June 30, 2014 totaled approximately $1.0 million (11.5% of sales), compared with approximately $378,000 (6.1% of sales) for the same quarter last year.  For the six months ended June 30, 2014, operating income totaled approximately $1.6 million (9.7% of sales), compared with $877,000 (6.6% of sales) for the same period last year.  The improvement in operating income was primarily the result of increased total sales, and sales of P25 digital products.
 
 
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Net Interest Expense
 
We incurred no net interest expense for the second quarter or six months ended June 30, 2014, or for the comparable prior year periods.  Interest expense may be incurred from time to time on outstanding borrowings under our revolving credit facility and earn interest income on our cash balances.  The interest rate on such revolving credit facility as of June 30, 2014 was 4.00% per annum.  This rate is variable based on the lender’s prime rate and our adjusted quick ratio.
 
Income Taxes
 
We recorded income tax expense of approximately $357,000 and $484,000, respectively for the quarter and six months ended June 30, 2014, compared with $212,000 and $286,000, respectively for the same periods last year.  Our income tax expense and benefit are primarily non-cash.
 
As of June 30, 2014, our deferred tax assets totaled approximately $6.4 million, and are primarily composed of net operating loss carry forwards (NOLs).  These NOLs total $5.9 million for federal and $14.2 million for state purposes, with expirations starting in 2018 through 2030.
 
In order to fully utilize the net deferred tax assets, we will need to generate sufficient taxable income in future years to utilize our NOLs prior to their expiration.  ASC Topic 740, “Income Taxes”, requires us to analyze all positive and negative evidence to determine if, based on the weight of available evidence, we are more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon our conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts and product introductions, as well as historical operating results and certain tax planning strategies.
 
We have evaluated the available evidence and the likelihood of realizing the benefit of our net deferred tax assets.  From our evaluation we have concluded that based on the weight of available evidence, it is more likely than not that we will realize the benefit of our net deferred tax assets recorded at June 30, 2014.  We cannot presently estimate what, if any, changes to the valuation of our deferred tax assets may be deemed appropriate in the future.  If we incur future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of June 30, 2014.
 
Liquidity and Capital Resources
 
For the first six months ended June 30, 2014, net cash provided by operating activities totaled approximately $1.4 million, compared with cash used in operating activities totaling approximately $434,000 for the same period last year.  Cash provided by operating activities was primarily related to net income and decreases in net inventory.  For the six months ended June 30, 2014, we realized net income of approximately $1.1 million, compared with approximately $602,000 for the same period last year.  Net inventories decreased during the six months ended June 30, 2014 by approximately $1.3 million as a result of inventory reduction initiatives.  Accounts receivable increased approximately $3.4 million during the six months ended June 30, 2014, reflecting sales that were consummated later in the quarter that have not yet completed their collection cycle.  For the same period last year, accounts receivable increased approximately $1.5 million.  Accounts payable for the six months ended June 30, 2014 increased approximately $762,000 in anticipation of increasing business volumes and related material purchases.  For the same period last year trade payables decreased by approximately $194,000.  Depreciation and amortization totaled approximately $615,000 for the six months ended June 30, 2014, compared with approximately $740,000 for the same period last year, as some capitalized software was fully amortized.
 
 
13

 
 
Cash used in investing activities for the six months ended June 30, 2014 totaled approximately $328,000 compared with approximately $377,000 for the same quarter last year.  Cash used in investing activities for the six months ended June 30, 2014 was primarily for test equipment related to manufacturing and engineering, and to upgrade our company-wide enterprise system.  For the same period last year, cash used in investing activities was primarily for the development of software, which was capitalized.  We anticipate that future capital expenditures will be funded through our existing cash balance and operating cash flow.
 
Cash provided by financing activities for the six months ended June 30, 2014 totaled approximately $126,000, representing proceeds from the issuance of common stock upon the exercise of stock options.
 
We have a secured revolving credit facility with Silicon Valley Bank with maximum borrowing availability of $5 million (subject to the borrowing base) and a maturity date of December 31, 2014.
 
As of June 30, 2014 and the date of this report, we were in compliance with all covenants under the loan and security agreement, as amended, governing the revolving credit facility.   For a description of such covenants and the other terms and conditions of the loan and security agreement, as amended, reference is made to Note 6 (Debt) of our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
As of June 30, 2014 and the date of this report, there were no borrowings outstanding under the revolving credit facility.  As of June 30, 2014 and the date of this report, there was approximately $5,000 million and $2,751 million, respectively, of borrowing available under the revolving credit facility.
 
Our cash balance at June 30, 2014 was approximately $9.2 million.  We believe these funds combined with anticipated cash generated from operations and borrowing availability under our revolving credit facility are sufficient to meet our working capital requirements for the foreseeable future.   However, although we do not anticipate needing additional capital in the near term, the current financial and economic conditions could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all. We also face other risks that could impact our business, liquidity and financial condition. For a description of these risks, see “Item 1A. Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
Critical Accounting Policies
 
In response to the SEC’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, we have selected for disclosure our revenue recognition process and our accounting processes involving significant judgments, estimates and assumptions.  These processes affect our reported revenues and current assets and are therefore critical in assessing our financial and operating status.  We regularly evaluate these processes in preparing our financial statements.  The processes for revenue recognition, allowance for collection of trade receivables, reserves for excess or obsolete inventory, software development and income taxes involve certain assumptions and estimates that we believe to be reasonable under present facts and circumstances.  These estimates and assumptions, if incorrect, could adversely impact our operations and financial position.  There were no changes to our critical accounting policies during the quarter ended June 30, 2014 as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
Item 4.                 CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our Chief Executive Officer and Chief Financial Officer (who serves as our principal financial and accounting officer) have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (Securities Exchange Act) Rules 13a-15(e) and 15d-15(e)) as of June 30, 2014.  Based on this evaluation, they have concluded that our disclosure controls and procedures were effective as of June 30, 2014.
 
Changes in Internal Control over Financial Reporting
 
During the fiscal quarter ended June 30, 2014, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
14

 
 
PART II- OTHER INFORMATION
 
Item 1.                 LEGAL PROCEEDINGS
 
Reference is made to Note 9 (Legal Proceedings) of the Company’s Condensed Consolidated Financial Statements included elsewhere in this report for the information required by this Item.
 
Item 6.                 EXHIBITS
 
Exhibit 3(i)
Articles of Incorporation(1)
Exhibit 3(ii)
Certificate of Amendment to Articles of Incorporation(2)
Exhibit 3(iii)
Amended and Restated By-Laws(3)
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
Exhibit 101.INS
XBRL Instance Document*
Exhibit 101.SCH
XBRL Taxonomy Extension Schema Document*
Exhibit 101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
Exhibit 101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
Exhibit 101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
Exhibit 101.DEF
XBRL Taxonomy Definition Linkbase Document*
 
* Furnished herewith (not filed)
 
(1) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
 
(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
 
(3) Incorporated by reference to the Company’s Current Report on Form 8-K filed May 29, 2013.

 
15

 
 
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 thereunto duly authorized.
 
 
RELM WIRELESS CORPORATION
 
 
(The “Registrant”)
 
       
Date: August 12, 2014
By:
/s/ David P. Storey  
   
David P. Storey
 
   
President and Chief Executive Officer
 
   
(Principal executive officer and duly authorized officer)
 
       
       
Date: August 12, 2014
By:
/s/ William P. Kelly  
   
William P. Kelly
 
   
Executive Vice President and Chief Financial Officer
 
   
(Principal financial and accounting officer and duly authorized officer)
 
 
 
 
16

 
 
Exhibit Index
 
Exhibit Number   Description
     
Exhibit 3(i)
 
Articles of Incorporation(1)
Exhibit 3(ii)
 
Certificate of Amendment to Articles of Incorporation(2)
Exhibit 3(iii)
 
Amended and Restated By-Laws(3)
 
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).
Exhibit 101.INS
 
XBRL Instance Document*
Exhibit 101.SCH
 
XBRL Taxonomy Extension Schema Document*
Exhibit 101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
Exhibit 101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document*
Exhibit 101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
Exhibit 101.DEF
 
XBRL Taxonomy Definition Linkbase Document*
 
* Furnished herewith (not filed)
 
(1) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
 
(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
 
(3) Incorporated by reference to the Company’s Current Report on Form 8-K filed May 29, 2013.
 
17