14

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands except share data and per share data)

Legal Proceedings-continued

Company’s former specialty-manufacturing subsidiary are named defendants in these lawsuits. The agreement under which the assets of the former subsidiary were sold contains indemnification provisions, which could result in liability for both parties. Counsel for the Company’s insurer is vigorously defending both claims. Counsel believes the Company has meritorious defenses and the likelihood of an unfavorable outcome in each of these actions is remote.

11.  Nasdaq Communication

On April 29, 2003 the Company was notified by Nasdaq Listing Qualifications that it had not regained compliance with the minimum $1.00 closing bid price per share requirement as set forth in marketplace rule 4310(c)(4). The Company was not eligible for an additional 90 calendar day compliance period because it did not meet the initial inclusion requirements of the Nasdaq SmallCap Market under Marketplace Rule 4310(c)(2)(A). Accordingly, the Company’s securities were delisted from the Nasdaq SmallCap Market at the opening of business on May 8, 2003. The Company’s securities became immediately eligible for quotation on the OTC Bulletin Board effective with the open of business on May 8, 2003. The OTC Bulletin Board symbol assigned to the Company is “RELM”.

15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table shows each item from the condensed consolidated statements of operations expressed as a percentage of sales:

Net Sales

Net sales for the three months ended June 30, 2003 increased approximately $0.3 million (5.7%) to $5.2 million from $4.9 million for the same period last year.

This increase is attributed primarily to sales of our digital APCO Project 25-compliant products. Our initial digital portable radio, the DPH, was approved for sale by the Federal Communications Commission (FCC) late in March 2003. Shortly thereafter, it was added to our contract with the GSA. More recently, in July 2003, the DPH was awarded a place on the Department of Interior (DOI) digital communications contract. Accordingly, it can now be purchased by DOI agencies as well as other federal government agencies nationwide. During the quarter, Uniden products were sold to a barter concern for approximately $204,000. For this sale we received credits with the barter concern, which will be utilized to procure goods and services in the normal course of business in the future. We have executed various transactions with this concern since establishing a relationship in 1996 .

16

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net sales for the six months ended June 30, 2003 decreased approximately $0.9 million (8.8%) to $8.8 million from $9.7 million for the same period last year, primarily due to revenue declines during the first quarter 2003. First quarter revenues from BK Radio-branded analog products, sold principally to the government and public safety market segments, decreased approximately $1.0 million compared to the same period last year due to lighter demand from our primary customers in federal and state agencies. This decrease was partially offset by new product revenues driven by our newly introduced digital portable radio, and the RP Series analog portable radios. The RP-Series is a full-featured, yet low-cost product line designed to compete effectively in the highly competitive business and industrial market segment.

Cost of Sales and Gross Margin

Cost of sales as a percentage of net sales for the three months ended June 30, 2003 was 66.3% compared to 68.9% for the same period last year. For the six months ended June 30, 2003, cost of sales as a percentage of net sales was 67.8% compared to 70.1% for the same period last year.

The improvement in cost of sales and gross margins reflects lower product costs driven by the implementation of strategic manufacturing relationships, and higher margins realized from sales of our new APCO Project 25 compliant digital portable radio. It also reflects reductions in staffing and other manufacturing support costs at our operations in West Melbourne, Florida. These actions began impacting product costs in 2002. We anticipate continued improvements in cost of sales and gross margins.

We continuously evaluate new manufacturing alternatives to further reduce our product costs. We anticipate that the current relationships, or others that are comparable, will be available to us in the future.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist of marketing, sales, commissions, engineering, development, management information systems, accounting and headquarters expenses. For the three months ended June 30, 2003, SG&A expenses totaled approximately $1.5 million (29.5% of sales) compared to $1.5 million (29.5% of sales) for the same period last year. For the six months ended June 30, 2003, SG&A expenses totaled approximately $2.9 million (33.0% of sales) compared to $2.9 million (29.6% of sales) for the same period last year.

17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selling, General and Administrative Expenses-continued

Marketing and selling expenses for the three and six months ended June 30, 2003 increased approximately $85,000 (15.3%) and $87,000 (8.0%), respectively. This increase was the result of initiatives to drive revenue growth, particularly from new products. These increases were partially offset by decreases in engineering and development expenses as our ESAS systems development was largely completed.

Loss On Notes Receivable

In April 2002, we learned that the purchaser of the assets of the Company’s former paper-manufacturing subsidiary had ceased operations. Accordingly, the Company wrote-off the entire principal amount ($900,000) of the two promissory notes in the first quarter of last year.

Operating Income (Loss)

Operating income for the three months ended June 30, 2003 was approximately $254,000 compared to approximately $78,000 for the same period last year. The operating loss for the six months ended June 30, 2003 was approximately $70,000 compared to approximately $876,000 for the same period last year. The prior year included a non-recurring write-off of the entire principal amount ($900,000) of two promissory notes. Excluding this write-off, we reported operating income of approximately $24,000.

Interest Expense

For the three months ended June 30, 2003 interest expense totaled $119,000 (2.3% of sales) compared to $111,000 (2.2% of sales) for the same period last year. For the six months ended June 30, 2003 interest expense totaled $222,000 (2.5% of sales) compared to $221,000 (2.3% of sales) for the same period last year. In March 2003, our senior lender increased the annual interest rate on our revolving line of credit by 2%, in accordance with the provisions of the loan agreement. Additionally, borrowings from the revolving line of credit increased compared to the same period last year.

Income Taxes

No income tax provision was provided for the three or six months ended June 30, 2003 or 2002. We have net operating loss carryforward benefits totaling approximately $35 million at June 30, 2003. We have evaluated our tax position in

18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Taxes-continued

accordance with the requirements of SFAS No. 109, Accounting for Income Taxes, and do not believe that we have met the more-likely-than-not criteria for recognizing a deferred tax asset. As a result, we have provided valuation allowances against our net

deferred tax assets.

Recent Events

U. S. Department of Interior (DOI) Contract

In July 2003, we were awarded contract participation to supply to the U. S. Department of Interior (DOI) digital LMR equipment that is compliant with APCO (Association of Public-Safety Communications Officials) Project 25 specifications. The contract, originally established in November 2002, is a fixed-price, indefinite-delivery and indefinite-quantity contract that is open to all federal agencies. It includes one base year with options for four additional years. Under the contract, U.S. government agencies may purchase up to $1 billion of APCO Project 25 LMR equipment. The contract has no minimum purchase requirements, and purchases may fluctuate from period to period.

APCO Project 25 specifies standard features and signaling for narrow-band digital voice and data in both conventional and trunking modes of operation. The standard has been adopted by the U.S. federal government, which has targeted a conversion to APCO Project 25 LMR equipment by year-end 2005. Government and public-safety LMR users nationwide are increasingly adopting this standard. A cornerstone of APCO Project 25 is to provide effective interoperability among users of compliant equipment, regardless of the equipment manufacturer.  Through this open architecture, APCO Project 25 provides an environment where users will have a wider selection of LMR suppliers, including RELM.

Utilizing state-of-the-art technology, our APCO Project 25-compliant portable radio, the DPH, was developed internally by our engineering team and provides advantages over other digital portable radio offerings, including a unique combination of performance, technical specifications and affordability. The DPH is less expensive than any comparable product currently offered, while offering unsurpassed audio clarity and extended battery life. Furthermore, complex, non-critical functions have been streamlined or eliminated, making the unit very easy to use. Current customers of RELM’s BK Radio brand products can utilize existing accessories, such as antennas and batteries, a capability that further reduces the customer’s initial investment. Moreover, our analog portable radios can be upgraded to the new digital platform. This allows current BK Radio analog users t o transform their analog units

19

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Events-continued

to digital APCO Project 25-compliant radios at a cost considerably lower than that of a new digital radio. We also offer a trade-in program for its E-Series portable radio under which customers can receive hundreds of dollars in credit toward the purchase of a new DPH.

Revolving Credit Facility

As of December 31, 2002 we were in violation of certain financial covenants in our revolving line of credit agreement. Accordingly, all amounts due under the agreement are classified as a current liability as of June 30, 2003. We have been negotiating with the lender, the terms and conditions of a proposed forbearance agreement. We, however, have been unable to reach a definitive agreement. On July 3, 2003, we received a notice from the lender demanding payment in full of all indebtedness to the lender under the loan agreement on or before October 2, 2003. The letter also asserts that events of default continue to exist under the loan agreement. The lender contends that it may, at its sole discretion, make further advances or extensions of credit under the loan agreement, but is not obligated to do so. If lender decides to make further advances or extensions of credit, the borrowing base and the maximum amount of the line shall continue with the terms previously established. The lender has reserved the right to exercise all rights and remedies available to it under the loan agreement if we fail to make full payment of all indebtedness by October 2, 2003.

We have received financing proposals from several lenders. The proposals are being evaluated and due diligence procedures are being performed.  We anticipate that our present lender will continue to make advances as described in their letter. If the lender declines to advance additional funds, we believe that our cash on hand will be sufficient to finance our operations until an agreement is reached with an alternative financing source. If, however, we are unsuccessful in securing financing from an alternative source in a timely manner, our operations could be adversely affected.

Significant Customers

Sales to the United States government represented approximately $2.24 million (42.8%) of our total revenues for the three months ended June 30, 2003, compared to $2.47 million (50%) for the same period last year. For the six months ended June 30, 2003, sales to the United States government represented approximately $3.70 million (41. 9%) of our total revenues, compared to $3.95 million (40.8%) for the same period last year. These sales were primarily to the United States Forest Service (USFS).

20

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Inflation and Changing Prices

Inflation and changing prices for the three and six months ended June 30, 2003 have contributed to increases in wages, facilities, and raw material costs. These inflationary effects were more than offset by increased prices to customers and reduced manufacturing costs associated with our initiatives to utilized low-cost contract manufacturers.

Liquidity and Capital Resources

For the six months ended June 30, 2003, net cash used in operating activities totaled $1.7 million compared to net cash provided by operating activities of $1.1 million for the same period last year. The increase in cash used in operations is attributed primarily to a $0.8 million reduction in the net loss as compared to the same period last year. Accounts receivable increased as revenues increased during the three months ended June 30, 2003 compared to the preceding quarter. Cash was generated from the reduction of inventories ($1.3 million) during the six months ended June 30, 2003, compared to an inventory reduction of $0.9 million for the same period last year. Cash totaling approximately $0.7 million was used to pay trade payables during the six months ended June 30, 2003, compared to $1.1 million used to reduce trade payables during the same period last year. Addi tionally, in the first quarter of the prior year, operations included a $900,000 valuation reserve for a note receivable pertaining to its former subsidiary, Fort Orange Paper Company, which was a non-cash item.

Capital expenditures increased by $10,000. Limited capital expenditures are planned for 2003. The current revolving line of credit contains restrictions on our capital expenditures. We believe that these restrictions will not impact the execution of our capital investment plans. We anticipate that capital expenditures will be funded through existing cash balances, operating cash flow and our revolving line of credit.

Net cash provided by financing activities totaled $0.9 million for the six months ended June 30, 2003, compared to $0.8 million for the same period last year. Cash provided by financing activities was primarily the result of additional borrowings from our revolving line of credit to fund operating requirements. In the same period last year, we raised approximately $2.0 million from the issuance of common stock and reduced our revolving line of credit by approximately $1.3 million.

We have a $3 million revolving line of credit with Fleet Business Credit.  As of June 30, 2003, the amount outstanding on the line was approximately $2.9 million. The formula under the terms of the agreement supported a borrowing base of approximately $3.0 million, of which approximately $0.1 million was available at June

21

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources-continued

30, 2003. As of December 31, 2002 we were in violation of certain financial covenants in our revolving line of credit agreement. Accordingly, all amounts due under the agreement are classified as a current liability as of June 30, 2003. We have been negotiating with the lender, the terms and conditions of a proposed forbearance agreement. We, however, have been unable to reach a definitive agreement. On July 3, 2003, we received a notice from the lender demanding payment in full of all indebtedness to the lender under the loan agreement on or before October 2, 2003. The letter also asserts that events of default continue to exist under the loan agreement. The lender contends that it may, at its sole discretion, make further advances or extensions of credit under the loan agreement, but is not obligated to do so. If lender decides to make further advances or extensions o f credit, the borrowing base and the maximum amount of the line shall continue with the terms previously established. The lender has reserved the right to exercise all rights and remedies available to it under the loan agreement if we fail to make full payment of all indebtedness by October 2, 2003.

We have received financing proposals from several lenders. The proposals are being evaluated and due diligence procedures are being performed.  We anticipate that our present lender will continue to make advances as described in their letter. If the lender declines to advance additional funds, we believe that our cash on hand will be sufficient to finance our operations until an agreement is reached with an alternative financing source. If, however, we are unsuccessful in securing financing from an alternative source in a timely manner, our operations could be adversely affected.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining new financing to replace its current credit facility. Management believes its efforts to secure new financing will be successful, enabling the Company to continue operations for the next twelve months. If sales volumes increase substantially, additional sources of working capital may be required to fulfill the demand.

Forward-Looking Statements

This Report 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

22

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements-continued

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 report, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to the risk of fluctuating interest rates in the ordinary course of business for borrowings under our revolving line of credit. The lender presently charges interest at the 1.25% over the prime rate. As a result of defaults under the credit agreement, the lender has indicated their intent to increase the interest rate to 3.25% over the prime rate.

The Company’s primary exposure to market risk relates to changes in interest rates. The Company has both fixed and variable rate debt. The Company has $6.1 million of debt outstanding as of June 30, 2003, of which $3.1 million, or 50.8%, has been borrowed under subordinated convertible notes at a fixed rate of 8.0% with maturity on December 31, 2004. The Company also has $2.9 million of variable rate debt as of June 30, 2003. As these debt instruments mature, the Company typically refinances such debt at existing market interest rates, which may be more or less than interest rates on the maturing debt. Changes in interest rates have different impacts on the fixed and variable rate portions of the Company’s debt portfolio. A change in interest rates impacts the net market value of the Company’s fixed rate debt, but has no impact on its interest incurred or cash flows. Interest rate changes on variable debt impacts the interest incurred and cash flows but does not impact the net market value of the debt instrument. Based on the variable rate debt of the Company as of June 30, 2003, it

23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

is estimated that a 100 basis point increase in interest rates on the Company’s revolving line of credit would result in an additional $29,000 in interest incurred per year on its line of credit. A 100 basis point decline would lower interest incurred by $29,000 per year.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-14( c ) promulgated under the Securities Exchange Act of 1934, as amended, within the 90 day period prior to the filing date of this report. Based on this evaluation, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective as of this date. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In 1993, a civil action was brought against us by a plaintiff to recover losses sustained on the note of a former affiliate totaling $1,700,000 plus interest at 12% per annum. The plaintiff alleged violations of federal security and other laws by us in collateral arrangements with the former affiliate. In February 1994, the liquidator of the former affiliate filed a complaint claiming that intentional and negligent conduct by us and others caused the former affiliate to suffer millions of dollars of losses leading to its ultimate failure. In response, we filed motions for summary judgment to dismiss these complaints. On September 12, 2002, the Court granted in significant part the motions for summary judgment filed by us and one of our directors. As the result, the lone remaining claim seeks damages against us for non-payment of the note. We contend that this note was c anceled and released for fair consideration in 1993 and that there is no basis in law or fact for the liquidator’s claim. The Company is defending this matter vigorously.

In June 1997, substantially all of the assets of a RELM specialty-manufacturing subsidiary were sold. The asset purchase agreement contains indemnification provisions, which could result in liability for both parties. Presently, two

24

ITEM 1. LEGAL PROCEEDINGS-continued

indemnification claims are pending against the Company. Insurance coverage exists for these matters. Counsel for the Company’s insurer is vigorously defending both claims. Counsel believes the Company has meritorious defenses and the likelihood of an unfavorable outcome in each of these actions is remote.

On November 19, 2001, a products liability lawsuit was filed in the 353^rd Judicial District Court of Travis County, Texas.  On August 26, 2002, a products liability lawsuit was filed in the Probate Court of Galveston County, Texas. RELM Wireless Corporation, RELM Communications, Incorporated and the purchaser of the assets of our former specialty-manufacturing subsidiary are named defendants in these lawsuits. The agreement under which the assets of the former subsidiary were sold contains indemnification provisions, which could result in liability for both parties. Counsel for the Company’s insurer is vigorously defending both claims. Counsel believes the Company has meritorious defenses and the likelihood of an unfavorable outcome in each of these actions is remote.