UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

FORM 10-Q

 

(Mark One)

 

x[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period endedJune 30, 20182019

 

OR

 

o[  ]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:1-11916

 

WIRELESS TELECOM GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

New Jersey 22-2582295
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization) Identification No.)
   
25 Eastmans Road, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)

 

(973) 386-9696

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common StockWTTNYSE American

 

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.

Yesx [X] Noo [  ]

 

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).

Yesx [X] Noo [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filero[  ]Accelerated filero[  ]
Non-accelerated filero  (Do not check if a smaller reporting company)[  ]Smaller reporting companyx[X]
Emerging growth companyo[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o[  ] No x[X]

 

Number of shares of Common Stock outstanding as of July 31, 2018: 20,979,65122, 2019: 21,300,252

1

WIRELESS TELECOM GROUP, INC.

Form 10-Q

Table of Contents

 

PART I – FINANCIAL INFORMATION 
Item 1. Financial Statements (Unaudited)3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations2419
Item 3. Quantitative and Qualitative Disclosures About Market Risk2924
Item 4. Controls and Procedures24
  
Item 4. Controls and Procedures29
PART II – OTHER INFORMATION 
Item 1. Legal Proceedings3025
Item 1A. Risk Factors3025
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds3025
Item 3. Defaults Upon Senior Securities3025
Item 4. Mine Safety Disclosures25
Item 5. Other Information25
Item 6. Exhibits25
  
Item 4.  Mine Safety DisclosuresSIGNATURES30
Item 5.  Other Information30
Item 6.  Exhibits30
SIGNATURES26
2

WIRELESS TELECOM GROUP, INC.
CONDENSED

CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value)

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 June 30 December 31
 2018 2017 June 30 2019 December 31 2018 
 (Unaudited)   (Unaudited)   
CURRENT ASSETS                
Cash & cash equivalents $2,635  $2,458 
Accounts receivable - net of reserves of $66and$44,respectively  10,979   9,041 
Inventories - net of reserves of $1,661 and $1,856, respectively  7,565   6,526 
Prepaid expenses and other current assets  1,358   4,733 
Cash & Cash Equivalents $4,407  $5,015 
Accounts Receivable - net of reserves of $63 and $44, respectively  9,565   8,638 
Inventories - net of reserves of $1,919 and $1,910, respectively  8,490   6,884 
Prepaid Expenses and Other Current Assets  973   1,689 
        
TOTAL CURRENT ASSETS  22,537   22,758   23,435   22,226 
                
PROPERTY PLANT AND EQUIPMENT - NET  2,760   2,730   2,411   2,578 
                
OTHER ASSETS                
Goodwill  10,066   10,260   9,751   9,778 
Acquired Intangible Assets, net  3,864   4,511   2,667   3,206 
Deferred income taxes  6,146   5,939 
Deferred Income Taxes  5,737   5,592 
Right Of Use Assets  1,657   - 
Other  647   723   577   787 
        
TOTAL OTHER ASSETS  20,723   21,433   20,389   19,363 
                
TOTAL ASSETS $46,020  $46,921  $46,235  $44,167 
                
CURRENT LIABILITIES                
Short term debt $2,583  $1,335 
Accounts payable  4,007   4,109 
Accrued expenses and other current liabilities  5,133   2,894 
Short Term Debt $2,892  $2,016 
Accounts Payable  5,266   3,252 
Short Term Leases  432   - 
Accrued Expenses and Other Current Liabilities  3,264   6,083 
Deferred Revenue  376   629   321   103 
        
TOTAL CURRENT LIABILITIES  12,099   8,967   12,175   11,454 
                
LONG TERM LIABILITIES                
Long term debt  418   494 
Other long term liabilities  98   1,590 
Long Term Leases  1,238   - 
Other Long Term Liabilities  89   115 
Deferred Tax Liability  1,033   767   614   616 
TOTAL LONG TERM LIABILITIES  1,549   2,851   1,941   731 
                
COMMITMENTS AND CONTINGENCIES                
                
SHAREHOLDERS’ EQUITY                
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued  -   - 
Common stock, $.01 par value, 75,000,000 shares authorized, 34,168,252 and 33,868,252 shares issued, 20,979,651 and 22,772,167 shares outstanding  342   339 
Additional paid in capital  48,127   47,494 
Retained earnings  7,791   7,176 
Treasury stock at cost, 13,188,601 and 11,096,085 shares, respectively  (24,509)  (20,910)
Preferred Stock, $.01 par value, 2,000,000 shares authorized, none issued  -   - 
Common Stock, $.01 par value, 75,000,000 shares authorized, 34,488,252 and 34,393,252 shares issued, 21,300,252 and 21,205,251 shares outstanding  345   344 
Additional Paid in Capital  48,878   48,479 
Retained Earnings  7,368   7,556 
Treasury Stock at Cost, 13,188,601 and 13,188,601 shares, respectively  (24,509)  (24,509)
Accumulated Other Comprehensive Income  621   1,004   37   112 
TOTAL SHAREHOLDERS’ EQUITY  32,372   35,103   32,119   31,982 
                
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $46,020  $46,921  $46,235  $44,167 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

3

WIRELESS TELECOM GROUP, INC.
CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(UNAUDITED)

(In thousands, except share and per share amounts)

 

 For the Three Months Ended For the Six Months Ended 
 Three Months Ended June 30 Six Months Ended June 30 June 30 June 30 
 2018 2017 2018 2017 2019 2018 2019 2018 
NET REVENUES $13,414  $11,933  $26,678  $21,482  $13,508  $13,414  $26,540  $26,678 
                                
COST OF REVENUE  7,244   8,589   14,239   13,805 
COST OF REVENUES  7,375   7,244   14,681   14,239 
                                
GROSS PROFIT  6,170   3,344   12,439   7,677   6,133   6,170   11,859   12,439 
                                
Operating Expenses                                
Research and Development  1,313   1,130   2,469   2,217   1,499   1,313   3,213   2,469 
Sales and Marketing  1,933   1,663   3,844   3,215   2,027   1,933   3,964   3,844 
General and Administrative  2,678   2,821   5,311   6,233   2,461   2,678   4,933   5,311 
Loss on change in fair value of contingent consideration  213   -   213   - 
Loss on Change in Fair Value of Contingent Consideration  -   213   -   213 
Total Operating Expenses  6,137   5,614   11,837   11,665   5,987   6,137   12,110   11,837 
                                
Operating income/(loss)  33   (2,270)  602   (3,988)
Operating Income/(Loss)  146   33   (251)  602 
                                
Other income/(expense)  33   (2)  (13)  (3)
Other Income/(Expense)  135   33   165   (13)
Interest Expense  (141)  (110)  (234)  (159)  (73)  (141)  (188)  (234)
                                
(Loss)/Income before taxes  (75)  (2,382)  355   (4,150)
Income/(Loss) before taxes  208   (75)  (274)  355 
                                
Tax Provision/(Benefit)  105   (1,012)  161   (1,551)  52   105   (86)  161 
                                
Net (Loss)/Income $(180) $(1,370) $194  $(2,599)
Net Income/(Loss) $156  $(180) $(188) $194 
                                
Other Comprehensive (Loss)/Income:                
Foreign currency translation adjustments  (963)  635   (383)  576 
Comprehensive (Loss) $(1,143) $(735) $(189) $(2,023)
Other Comprehensive Income/(Loss):                
Foreign Currency Translation Adjustments  (380)  (963)  (75)  (383)
Comprehensive Income/(Loss) $(224) $(1,143) $(263) $(189)
                                
Net (Loss)/Income per common share:                
Earnings/(Loss) Per Share:                
Basic $(0.01) $(0.07) $0.01  $(0.13) $0.01  $(0.01) $(0.01) $0.01 
Diluted $(0.01) $(0.07) $0.01  $(0.13) $0.01  $(0.01) $(0.01) $0.01 
                                
Weighted average shares outstanding:                
Weighted Average Shares Outstanding:                
Basic  20,864,428   19,765,101   20,755,027   19,577,271   20,973   20,864   20,973   20,755 
Diluted  20,864,428   19,765,101   21,510,539   19,577,271   21,593   20,864   20,973   21,511 

 

In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.

 

See accompanying Notes to Condensed Consolidated Financial Statements.

4

WIRELESS TELECOM GROUP, INC.
CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

  For the Six Months
  Ended June 30
  2018 2017
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES        
Net Income/(Loss) $194  $(2,599)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:        
Depreciation and amortization  1,237   1,059 
Amortization of debt issuance fees  39   29 
Share-based compensation expense  348   284 
Deferred rent  7   13 
Deferred income taxes  88   (1,492)
Provision for (recovery of) doubtful accounts  22   (4)
Inventory reserves  45   1,278 
Changes in assets and liabilities, net of acquisition:        
Accounts receivable  (2,090)  658 
Inventories  (1,101)  1,005 
Prepaid expenses and other assets  (154)  84 
Accounts payable  (50)  (771)
Accrued expenses and other liabilities  1,611   945 
Net cash provided by operating activities  196   489 
         
CASH FLOWS (USED) BY INVESTING ACTIVITIES        
Capital expenditures  (583)  (318)
Proceeds from asset disposal  -   7 
Acquisition of business net of cash acquired  (811)  (8,842)
Net cash (used) by investing activities  (1,394)  (9,153)
         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES        
Revolver borrowings  19,721   15,794 
Revolver repayments  (18,473)  (14,272)
Term loan borrowings  -   760 
Term loan repayments  (76)  (38)
Debt issuance fees  -   (215)
Proceeds from exercise of stock options  288   38 
Net cash provided by financing activities  1,460   2,067 
Effect of exchange rate changes on cash and cash equivalents  (85)  61 
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS  177   (6,536)
         
Cash and cash equivalents, at beginning of period  2,458   9,351 
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $2,635  $2,815 
         
SUPPLEMENTAL INFORMATION:        
Cash paid during the period for interest $78  $73 
Cash paid during the period for income taxes $24  $34 
  For the Six Months 
  Ended June 30 
  2019  2018 
CASH FLOWS PROVIDED/(USED) BY OPERATING ACTIVITIES        
Net Income/(Loss) $(188) $194 
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:        
Depreciation and Amortization  1,196   1,237 
Amortization of Debt Issuance Fees  31   39 
Share-based Compensation Expense  400   348 
Deferred Rent  (12)  7 
Deferred Income Taxes  (146)  88 
Provision for Doubtful Accounts  18   22 
Inventory Reserves  137   45 
Changes in Assets and Liabilities:        
Accounts Receivable  (968)  (2,090)
Inventories  (1,776)  (1,101)
Prepaid Expenses and Other Assets  899   (154)
Accounts Payable  2,046   (50)
Accrued Expenses and Other Liabilities  (883)  1,611 
Payment of Contingent Consideration  (772)  - 
Net Cash Provided/(Used) by Operating Activities  (18)  196 
         
CASH FLOWS USED BY INVESTING ACTIVITIES        
Capital Expenditures  (261)  (583)
Acquisition of Business  (426)  (811)
Net Cash Used by Investing Activities  (687)  (1,394)
         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES        
Revolver Borrowings  18,594   19,721 
Revolver Repayments  (17,642)  (18,473)
Term Loan Repayments  (76)  (76)
Payment of Contingent Consideration  (782)  - 
Proceeds from Exercise of Stock Options  -   288 
Net Cash Provided by Financing Activities  94   1,460 
         
Effect of Exchange Rate Changes on Cash and Cash Equivalents  3   (85)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS  (608)  177 
         
Cash and Cash Equivalents, at Beginning of Period  5,015   2,458 
         
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $4,407  $2,635 
         
SUPPLEMENTAL INFORMATION:        
Cash Paid During the Period for Interest $97  $78 
Cash Paid During the Period for Income Taxes $53  $24 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

5

WIRELESS TELECOM GROUP, INC.
CONDENSED

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

 

 Common Stock
Issued
 Common Stock
Amount
 Additional Paid
In Capital
 Retained
Earnings
 Treasury
Stock
 Accumulated
Other
Comprehensive
Loss
 Total
Shareholders’
Equity
               Common
Stock Issued
 Common
Stock
Amount
 Additional Paid
In Capital
 Retained
Earnings
 Treasury
Stock
 Accumulated
Other
Comprehensive
Income/(Loss)
 Total
Shareholders’
Equity
 
Balances at December 31, 2017  33,868,252  $339  $47,494  $7,176  $(20,910) $1,004  $35,103   33,868,252  $339  $47,494  $7,176  $(20,910) $1,004  $35,103 
                                                        
Adoption of Accounting Standard  -   -   -   421   -   -   421   -   -   -   345   -   -   345 
                                                        
Adjusted Opening Equity  33,868,252  $339  $47,494  $7,597  $(20,910) $1,004  $35,524   33,868,252  $339  $47,494  $7,521  $(20,910) $1,004  $35,448 
Net Income/(Loss)  -   -   -   374   -   -   374 
Issuance of Shares in Connection with Stock Options Exercised  300,000   3   285   -   -   -   288 
Forfeiture of Shares Issued in Connection with
CommAgility Acquisition
  -   -   -   -   (3,599)  -   (3,599)
Share-based Compensation Expense  -   -   188   -   -   -   188 
Cumulative Translation Adjustment  -   -   -   -   -   579   579 
Balances at March 31, 2018  34,168,252  $342  $47,967  $7,895  $(24,509) $1,583  $33,278 
                                                        
Net Income/(Loss)  -   -   -   194   -   -   194   -   -   -   (180)  -   -   (180)
                            
Issuance of shares in connection with stock options exercised  300,000   3   285   -   -   -   288 
                            
Forfeiture of shares issued in connection with CommAgility acquistion  -   -   -   -   (3,599)  -   (3,599)
                            
Share-based compensation expense  -   -   348   -   -   -   348 
                            
Cumulative translation adjustment  -   -   -   -   -   (383)  (383)
                            
Share-based Compensation Expense  -   -   160   -   -   -   160 
Cumulative Translation Adjustment  -   -   -   -   -   (962)  (962)
Balances at June 30, 2018  34,168,252  $342  $48,127  $7,791  $(24,509) $621  $32,372   34,168,252  $342  $48,127  $7,715  $(24,509) $621  $32,296 

  Common
Stock Issued
  Common
Stock
Amount
  Additional Paid
In Capital
  Retained
Earnings
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income/(Loss)
  Total
Shareholders’
Equity
 
Balances at December 31, 2018  34,393,252  $344  $48,479  $7,556  $(24,509) $112  $31,982 
                             
Net Income/(Loss)  -   -   -   (344)  -   -   (344)
Issuance of Restricted Stock  95,000   1   (1)  -   -   -   - 
Share-based Compensation Expense  -   -   209   -   -   -   209 
Cumulative Translation Adjustment  -   -   -   -   -   305   305 
Balances at March 31, 2019  34,488,252  $345  $48,687  $7,212  $(24,509) $417  $32,152 
                             
Net Income/(Loss)  -   -   -   156   -   -   156 
Share-based Compensation Expense  -   -   191   -   -   -   191 
Cumulative Translation Adjustment  -   -   -   -   -   (380)  (380)
Balances at June 30, 2019  34,488,252  $345  $48,878  $7,368  $(24,509) $37  $32,119 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

6

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 - Summary of Significant Accounting Principles and Policies

 

Basis of Presentation and Preparation

 

Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor industries, Wireless Telecom Group products enable innovation across a wide range of traditional and emerging wireless technologies. With a unique set of high-performance products including peak power meters, signal analyzers, signal processing modules, long-term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) splitters and repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe.

 

The Condensed Consolidated Balance Sheetconsolidated balance sheet as of June 30, 2018,2019, the Condensed Consolidated Statementsconsolidated statements of Operationsoperations and Comprehensive Income/(Loss)comprehensive income/(loss) for the three and six months ended June 30, 2019 and 2018, and 2017, the Condensed Consolidated Statementsconsolidated statements of Cash Flowscash flows for the six months ended June 30, 2019 and 2018 and 2017 and the Condensed Consolidated Statementconsolidated statement of Shareholders’ Equityshareholders’ equity for the three and six months ended June 30, 2019 and 2018 have been prepared by the Company without audit. The Condensed Consolidated Financial Statementsconsolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR LLC (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation.

 

The Company presents its operations in three reportable segments: (1) Network Solutions, (2) Test and Measurement and (3) Embedded Solutions. The Network Solutions segment is comprised primarily of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded Solutions segment is comprised of the operations of CommAgility.

 

It is suggested that these Interim Condensed Consolidated Financial Statementsinterim consolidated financial statements be read in conjunction with the Audited Consolidated Financial Statements,audited consolidated financial statements, and the notes thereto, included in the Company’s latest Shareholders’ Annual Reportannual report (Form 10-K).

 

Condensed The Company’s fiscal periods are based on the calendar year. Except as otherwise specified, references to “second quarter(s)” or “three months” indicate the Company’s fiscal periods ending June 30, 2019 and June 30, 2018, and references to “year-end” indicate the fiscal year ended December 31, 2018.

Consolidated Financial Statements

 

In the opinion of management, the accompanying Condensed Consolidated Financial Statementsconsolidated financial statements referred to above contain all necessary adjustments, consisting of normal accruals and recurring entries, which are necessary to fairly present the Company’s results for the interim periods being presented.

 

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2017.2018. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been reduced for interim periods in accordance with SEC rules.

 

The results of operations for the three and six months period ended June 30, 20182019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.2019.

 

Use of EstimatesReclassification

 

The preparation of financial statements in conformityCertain prior period amounts have been reclassified to conform with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.current period presentation.

7

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Condensed Consolidated Statement of Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Consolidated Statements of Operations and Comprehensive Income/(Loss).(UNAUDITED)

 

Concentration Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The majority of the Company’s cash balance is held outside of the United States.

 

Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance.

 

For the three and six months ended June 30, 2019 , one customer accounted for approximately 34% and 33% of the Company’s consolidated revenues, respectively. For the three and six months ended June 30, 2018, one customer accounted for approximately 25% and 21% of the Company’s consolidated revenues, respectively. For the three and six months endedAt June 30, 2017,2019 and December 31, 2018, one customer accounted for approximately 16%34% and 11% of the Company’s consolidated revenues, respectively. At June 30, 2018, one customer exceeded 10%32% of consolidated gross accounts receivable, at 32%. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value.

Contingent Consideration

Under the terms of the CommAgility Share Purchase Agreement the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the six months ended June 30, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $0.6 million. The Company is required to reassess the fair value of the contingent consideration at each reporting period.

The significant inputs used in this fair value estimate include CommAgility gross revenues and Adjusted EBITDA, as defined, scenarios for the earn-out periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome. The estimated outcome is then discounted based on individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility or changes in the future, may result in different estimated amounts.

8

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

During the three months ended June 30, 2018 the Company recorded a loss on change in fair value of contingent consideration liability of $0.2 million as a result of the improved financial forecast at CommAgility as compared to prior estimates. As of June 30, 2018, the Company’s contingent consideration liability has been estimated at $0.9 million and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation, if ultimately earned by the CommAgility sellers, with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018. The contingent consideration liability is considered a Level 3 fair value measurement.

 

Subsequent Events

 

Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the Condensed Consolidated Financial Statements,consolidated financial statements, and the notes thereto, through the date the financial statements were issued.

 

NOTE 2 – Accounting Pronouncements

 

Recently Adopted Accounting Standards

 

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09,Revenue from Contracts with Customers (Topic 606) (“Topic 606”), using the “modified retrospective” method, meaning the standard is applied only to the most current period presented in the financial statements.  Furthermore, we elected to apply the standard only to those contracts which were not completed as of the date of the adoption. Results for reporting periods beginning on the date of adoption are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with accounting standards in effect for those periods (see Note 3).

Upon adoption, a cumulative effect adjustment of $0.4 million was made and the impact resulted in an increase to the January 1, 2018 opening balance of retained earnings. The adjustment was based on customer-specific contracts in effect at December 31, 2017 and reflects revenue that would have been recognized in 2018 in accordance with Accounting Standard Codification (“ASC”) Topic 605,Revenue Recognition, and Subtopic 985,Software, collectively referred to as “Topic 605”. The beginning balance of deferred revenue decreased by $0.3 million representing amounts that were invoiced to customers and not recognized and prepaid and other current assets increased by $0.2 million representing unbilled receivables recognized under Topic 606. Further, accounts receivable increased $0.2 million as the contra accounts receivable balance representing estimated product returns was reclassified to other current liabilities.

The most significant impact of Topic 606 relates to the Company’s accounting for software license agreements which have multiple deliverables. Under Topic 605 the Company could not establish vendor specific objective evidence of fair value (“VSOE”) for its undelivered elements and therefore was not able to separate its delivered software licenses from its future undelivered software license releases. Topic 606 no longer requires separability of promised goods, such as software licenses, on the basis of VSOE. Rather, Topic 606 requires the Company to identify the performance obligations in the contract — that is, those promised goods and services (or bundles of promised goods or services) that are distinct — and allocate the transaction price of the contract to those performance obligations on the basis of estimated standalone selling prices (“SSPs”). For these arrangements, the Company will recognize revenue for each deliverable at a point in time when control is transferred to the customer since each deliverable has standalone value.

The primary impact of adopting the new standard results in an acceleration of revenues recognized for the aforementioned multiple deliverable software license arrangements, which are primarily in the Embedded Solutions segment. These multiple deliverable arrangements represented less than 2% of total consolidated revenues for the year ended December 31, 2017.

The timing of revenue recognition for digital signal processing hardware in the Embedded Solutions segment, radio frequency solutions in the Network Solutions segment and noise generators and components and power meters and analyzers and related services in the Test and Measurement segment remains substantially unchanged.

9

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) for the current reporting period and Condensed Consolidated Balance Sheet as of June 30, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect (dollars in thousands):

  Three Months Ended June 30, 2018
       
CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS AND COMPREHENSIVE
INCOME/(LOSS)
 As Reported (in
Accordance with
ASC Topic 606)
 Balances Without
Adoption of
ASC Topic 606
 Impact of
Adoption
Higher/(Lower)
             
Net revenues $13,414  $13,414  $- 
Operating income  33   33   - 
Net income/(loss)  (180)   (180)   - 
             
  Six Months Ended June 30, 2018
       
CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS AND COMPREHENSIVE
INCOME/(LOSS)
 As Reported (in
Accordance with
ASC Topic 606)
 Balances Without
Adoption of
ASC Topic 606
 Impact of
Adoption
Higher/(Lower)
             
Net revenues $26,678  $26,372  $306 
Operating income  602   296   306 
Net income/(loss)  194   (112)   306 
             
  As of June 30, 2018
       
CONDENSED CONSOLIDATED BALANCE SHEET As Reported (in
Accordance with
ASC Topic 606)
 Balances
Without
Adoption of
ASC Topic 606
 Impact of
Adoption
Higher/(Lower)
             
CURRENT ASSETS            
Prepaid expenses and other current assets $1,358  $1,358   - 
CURRENT LIABILITIES            
Deferred revenue  376   1,081   (705)
SHAREHOLDERS’ EQUITY            
Retained earnings  32,372   32,066   306 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted this standard on January 1, 2018 and will apply the standard to any future business combinations.

In August 2016, the FASB issued ASU 2016-15,Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments, to address some questions about the presentation and classification of certain cash receipts and payments in the statement of cash flows. The update addresses eight specific issues, including contingent consideration payments made after a business combination, distribution received from equity method investees and the classification of cash receipts and payments that have aspects of more than one class of cash flows. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company adopted this standard on January 1, 2018, and it had no material impact on our financial statements.

10

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Except for the change in accounting policies for revenue recognition as a result of adopting Topic 606, there have been no other changes to our significant accounting policies as described in the 2017 Form 10-K that had a material impact on our condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASUAccounting Standards Update (“ASU”) 2016-02,Leases (Topic 842), which createscreated new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted.

 

The Company is currently evaluating its populationadopted the requirements of leases which includes its current operating leases included in its commitment schedules as well as any embedded leases. The Company does anticipate recognition of additional assets and corresponding liabilities related to leases upon adoption, but has not yet quantified these at this time. The Company is continuing to asses all potential impacts of ASU 2016-02, including ASU 2018-10Codification Improvements to Topic 842, Leases. During the continued assessment, the Company may identify additional impacts this ASU will have on its financial statements and related disclosures. The Company plans to adopt thenew standard effective January 1, 2019 but hasusing the modified retrospective transition method, which applies the provisions of the standard at the effective date without adjustment to the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard:

Carry forward of historical lease classifications and accounting treatment;
Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and
The option to not separate lease and non-lease components for certain equipment lease categories such as office printers and copiers.

Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $1.9 million on the consolidated balance sheet as of January 1, 2019. The standard did not selected a transitional methodmaterially impact operating results or liquidity. Disclosures related to the amount, timing and it is reviewing all practical expedients.uncertainty of cash flows arising from leases are included in Note 3.

 

On June 20, 2018, the FASB issued ASU 2018-07,Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of ASC Topic 718,Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes ASCSubtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The Company does not expect the adoption ofadopted this standard toon January 1, 2019 and it did not have a material impact on our financial statements.

WIRELESS TELECOM GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Except for the change in accounting policies for leases as a result of adopting Topic 842, there have been no other changes to our significant accounting policies as described in the 2018 Form 10-K that had a material impact on our consolidated financial statements and related notes.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13,Financial Instruments – Credit Losses (Topic 326). ASU 2016-13 changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured as amortized cost. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The Company plans to adopt the standard effective January 1, 2020. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13,Fair Value Measurement, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 eliminates, modifies and adds disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements.

NOTE 3 – Leases

The Company’s lease agreements consist of building leases for its operating locations and office equipment leases for printers and copiers with lease terms that range from less than 12 months to 8 years. At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company’s leases for office equipment such as printers and copiers contain lease and non-lease components (i.e. maintenance). The Company accounts for lease and non-lease components of office equipment as a single lease component.

All of the Company’s leases are operating leases and are presented as right of use lease asset, short term lease liability and long term lease liability on the consolidated balance sheet as of June 30, 2019. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rate. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

Lease expense is recognized on a straight-line basis over the lease term and is included in cost of revenues and general and administrative expenses on the consolidated statement of operations and comprehensive income/(loss).

An initial right-of-use asset of $1.9 million was recognized as a non-cash asset addition with the adoption of the new lease accounting standard. Subsequent to adoption of the new standard there were no new right-of-use assets recognized during the six months ended June 30, 2019. Cash paid for amounts included in the present value of operating lease liabilities was $0.3 million during the six months ended June 30, 2019 and is included in operating cash flows.

Operating lease costs were $0.2 million and $0.4 million during the three and six months ended June 2019, respectively.

WIRELESS TELECOM GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents information about the amount and timing of cash flows arising from the Company’s operating leases as of June 30, 2019.

(in thousands) June 30, 2019 
Maturity of Lease Liabilities    
2019 (remaining) $256 
2020  511 
2021  474 
2022  488 
2023  123 
Thereafter  - 
Total Undiscounted operating lease payments  1,852 
     
Less: imputed interest  (182)
Present Value of Operating Lease Liabilities $1,670 
     
Other information    
Weighted-average remaining lease term for operating leases (in months)  44 
Weighted-average discount rate for operating leases  5.72%

 

NOTE 34 – Revenue

 

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time. Revenue from performance obligations that transferred at a point in time accounted for approximately 95%99% of the Company’s total revenue for the three and six months ended June 30, 2019. Revenue from performance obligations that transferred at a point in time accounted for approximately 95% of the Company’s total revenue for both the three and six months ended June 30, 2018.

 

Nature of Products and Services

 

Hardware

The Company generally has one performance obligation in its arrangements involving the sales of radio frequency solutions in the Network Solutions segment, digital signal processing hardware in the Embedded Solutions segment and noise generators and components and power meter and analyzers in the Test and Measurement segment. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers:

 

·when the Company has a present right to payment for the asset
·when the Company has transferred physical possession of the asset to the customer
·when the customer has the significant risks and rewards of ownership of the asset
·when the customer has accepted the asset

1110

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(UNAUDITED)

Software

Arrangements involving licenses of software in the Embedded Solutions segment may involve multiple performance obligations, most notably subsequent releases of the software. The Company has concluded that each software release in a multiple deliverable arrangement in the Embedded Solutions segment is a distinct performance obligation and, accordingly, transaction price is allocated to each release when the customer obtains control of the software.

 

Performance obligations that are not distinct at contract inception are combined. Specifically, with the Company’s sales of software, contracts that include customization may result in the combination of the customization services with the license as one distinct performance obligation and recognized over time. The duration of these performance obligations are typically one year or less.

 

Services

Arrangements involving calibration and repair services in the Company’s Test and Measurement segment are generally considered a single performance obligation and are recognized as the services are rendered.

 

Shipping and Handling

Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues.

 

Significant Judgments

 

For the Company’s more complex software and services arrangements significant judgment is required in determining whether licenses and services are distinct performance obligations that should be accounted for separately, or are not distinct, and thus accounted for together. Further, in cases where we determine that performance obligations should be accounted for separately, judgementjudgment is required to determine the standalone selling price for each distinct performance obligation.

 

Certain of the Company’s shipments include a limited return right. In accordance with Topic 606those cases the Company recognizes revenue net of expected returns.

 

Contract Balances

 

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheet. The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets are recorded in prepaid expenses and other current assets and are $0.3 million and $0.2were $0.1 million as of June 30, 2018 and December 31, 2017 (as adjusted), respectively. The increase in contract assets from December 31, 2017 is due to contract assets recognized in the current period. Deferred revenue is $0.4 million2019 and $0.3 million as of December 31, 2018. Deferred revenue is $0.3 million and $0.1 million as of June 30, 20182019 and December 31, 2017 (as adjusted),2018, respectively.

 

Disaggregated Revenue

 

We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (dollars in(in thousands).

12

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

  Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
  Network
Solutions
 Test and
Measurement
 Embedded
Solutions
 Total Network
Solutions
 Test and
Measurement
 Embedded
Solutions
 Total
Total Net Revenues by Revenue Type                                
Passive RF Components $5,636  $-  $-  $5,636  $11,147  $-  $-  $11,147 
Noise Generators and Components  -   1,588   -   1,588   -   3,087   -   3,087 
Power Meters and Analyzers  -   1,574   -   1,574   -   3,554   -   3,554 
Signal Processing Hardware  -   -   3,555   3,555   -   -   6,461   6,461 
Software Licenses  -   -   28   28   -   -   511   511 
Services  -   372   661   1,033   -   656   1,262   1,918 
Total Net Revenue $5,636  $3,534  $4,244  $13,414  $11,147  $7,297  $8,234  $26,678 
                                 
Total Net Revenues by Geographic Areas                                
Americas $4,978  $2,242  $762  $7,982  $9,137  $4,757  $2,185  $16,079 
EMEA  491   514   3,480   4,485   1,432   963   5,850   8,245 
APAC  167   778   2   947   578   1,577   199   2,354 
Total Net Revenue $5,636  $3,534  $4,244  $13,414  $11,147  $7,297  $8,234  $26,678 
     
  Three Months Ended June 30, 2017 Six Months Ended June 30, 2017
  Network
Solutions
 Test and
Measurement
 Embedded
Solutions
 Total Network
Solutions
 Test and
Measurement
 Embedded
Solutions
 Total
Total Net Revenues by Revenue Type                                
Passive RF Components $5,617  $-  $-  $5,617  $11,133  $-  $-  $11,133 
Noise Generators and Components  -   1,598   -   1,598   -   2,815   -   2,815 
Power Meters and Analyzers  -   1,470   -   1,470   -   3,006   -   3,006 
Signal Processing Hardware  -   -   1,971   1,971   -   -   2,353   2,353 
Software Licenses  -   -   76   76   -   -   161   161 
Services  -   248   953   1,201   -   531   1,483   2,014 
Total Net Revenue $5,617  $3,316  $3,000  $11,933  $11,133  $6,352  $3,997  $21,482 
                                 
Total Net Revenues by Geographic Areas                                
Americas $4,762  $2,485  $1,047  $8,294  $9,473  $4,174  $1,612  $15,259 
EMEA  735   414   1,949   3,098   1,307   968   2,346   4,621 
APAC  120   417   4   541   353   1,210   39   1,602 
Total Net Revenue $5,617  $3,316  $3,000  $11,933  $11,133  $6,352  $3,997  $21,482 
13
  Three Months Ended June 30, 2019  Six Months Ended June 30, 2019 
 Network
Solutions
  Test &
Measurement
  Embedded
Solutions
  Total  Network
Solutions
  Test &
Measurement
  Embedded
Solutions
  Total 
Net Revenues by Revenue Type                                
Passive RF Components $5,575  $-  $-  $5,575  $11,333  $-  $-  $11,333 
Noise Generators and Components  -   1,579   -   1,579   -   3,025   -   3,025 
Power Meters and Analyzers  -   1,314   -   1,314   -   2,622   -   2,622 
Signal Processing Hardware  -   -   4,590   4,590   -   -   8,648   8,648 
Software Licenses  -   -   3   3   -   -   6   6 
Services  -   299   148   447   -   575   331   906 
Total Net Revenue $5,575  $3,192  $4,741  $13,508  $11,333  $6,222  $8,985  $26,540 
                                 
Net Revenues by Geographic Areas                                
Americas $4,853  $2,262  $148  $7,263  $10,056  $4,066  $323  $14,445 
EMEA  672   556   4,580   5,808   1,173   1,105   8,641   10,919 
APAC  50   374   13   437   104   1,051   21   1,176 
Total Net Revenue $5,575  $3,192  $4,741  $13,508  $11,333  $6,222  $8,985  $26,540 

  Three Months Ended June 30, 2018  Six Months Ended June 30, 2018 
 Network
Solutions
  Test &
Measurement
  Embedded
Solutions
  Total  Network
Solutions
  Test &
Measurement
  Embedded
Solutions
  Total 
Net Revenues by Revenue Type                                
Passive RF Components $5,636  $-  $-  $5,636  $11,147  $-  $-  $11,147 
Noise Generators and Components  -   1,588   -   1,588   -   3,087   -   3,087 
Power Meters and Analyzers  -   1,574   -   1,574   -   3,554   -   3,554 
Signal Processing Hardware  -   -   3,555   3,555   -   -   6,461   6,461 
Software Licenses  -   -   28   28   -   -   511   511 
Services  -   372   661   1,033   -   656   1,262   1,918 
Total Net Revenue $5,636  $3,534  $4,244  $13,414  $11,147  $7,297  $8,234  $26,678 
                                 
Net Revenues by Geographic Areas                                
Americas $4,978  $2,242  $762  $7,982  $9,137  $4,757  $2,185  $16,079 
EMEA  491   514   3,480   4,485   1,432   963   5,850   8,245 
APAC  167   778   2   947   578   1,577   199   2,354 
Total Net Revenue $5,636  $3,534  $4,244  $13,414  $11,147  $7,297  $8,234  $26,678 

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(UNAUDITED)

NOTE 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets generally consist of income tax receivables, prepaid insurance, prepaid maintenance agreements and the short-term portion of debt issuance costs. As of December 31, 2017, prepaid and other current assets included a $3.6 million contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition. Under the claw back provision of the Share Purchase Agreement (see Note 5) the consideration shares were forfeited in March 2018 and are no longer outstanding. Accordingly, prepaid expenses and other current assets decreased by $3.6 million from December 31, 2017. The forfeited shares are recorded as treasury stock in the condensed consolidated statement of shareholders’ equity as of June 30, 2018.

 

NOTE 5 – Acquisition of CommAgility

 

On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc., completed the acquisition of all the issued shares in CommAgility from CommAgility’s founders. The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the founders. The Company paid $11.3 million in cash on acquisition date and issued 3,487,528 shares of newly issued Company common stock (“Consideration Shares”) with an acquisition date fair value of $6.0 million. In addition to the acquisition date cash purchase price, the sellers were paid an additional $2.5 million in the form of deferred purchase price payable in installments beginning in March 2017 through January 2019 and were paid an additional purchase price adjustment based on working capital and cash levels of $1.4 million. Lastly, the sellers could have earned an additional £10.0$1.5 million in purchase price ifcontingent consideration as a result of meeting certain financial targets were met for the years ending December 31, 2017 andyear ended December 31, 2018. (See Note 1)The contingent consideration was paid in March 2019. Approximately $0.7 million of the contingent consideration payment is classified as cash used by operating activities in the consolidated statement of cash flows for the six months ended June 2019 and approximately $0.8 million is classified as cash used for financing activities in the consolidated statement of cash flows for the six months ended June 2019 in accordance with ASU 2016-15Classification of Certain Cash Receipts and Cash Payments(“ASU 2016-15”). Under ASU 2016-15 the portion of the cash payment up to the acquisition date fair value of the contingent consideration liability (including measurement period adjustments) is classified as a financing outflow, and the amounts paid in excess of the acquisition date fair value of that liability will be classified as operating outflows.

 

Pursuant to the Share Purchase Agreement, 2,092,516 of the Consideration Shares were subject to forfeiture and return to the Company if (a) 2017 Adjusted EBITDA, as defined, generated by CommAgility iswas less than £2.4 million; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility iswas less than £2.4 million (in each case as determined by an audit of CommAgility conducted by the accountants of the Acquisition Subsidiary in accordance with the terms of the Share Purchase Agreement). During the six months ended June 30,In March 2018 all consideration shares, which are valued at $3.6 million, were forfeited as the 2017 EBITDA threshold was not achieved. The fair valueforfeited shares are recorded as treasury stock in the consolidated statement of these shares of $3.6 million is recorded in treasury stockshareholders’ equity as of June 30, 2019 and December 31, 2018.

 

The following table summarizes the activity related to contingent consideration and deferredtotal purchase price for the three and six months ended June 30, 2018 (dollars in thousands):

  Contingent
Consideration
 Deferred Purchase
Price
Balance at December 31, 2017 $630  $1,230 
Accretion of Interest  96   - 
Payment  -   (811)
Fair Value Adjustment  213   - 
Foreign Currency Translation  (17)  21 
Balance as of June 30, 2018 $922  $440 

AsCommAgility acquisition, including the final contingent consideration payment, is $14.6 million which is net of cash acquired. There are no further purchase price obligations under the Stock Purchase Agreement as of June 30, 2018, the contingent consideration liability and deferred purchase price are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet.

14

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)2019.

 

NOTE 6 – Income Taxes

 

The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax assets and determines the necessity for a valuation allowance.

 

Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed.

 

As of June 30, 2019 the Company’s net deferred tax asset of $5.1 million is net of a valuation allowance of $6.7 million which is associated with the Company’s foreign net operating loss carryforward from an inactive foreign entity, state net operating loss carryforward and a state research and development credit.

The effective rate of income tax benefit of 31.5% for the six months ended June 30, 2019 was higher than the statutory rates in the United States and United Kingdom primarily due to the impact of global intangible low-taxed income or “GILTI” related to our controlled foreign corporation offset by research and development deductions in the UK.

The effective rate of income tax provision of 45.2% for the six months ended June 30, 2018 was higher than the statutory rates in the United States and United Kingdom primarily due to the impact of global intangible low-taxed income or “GILTI” related to our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S. Due to the Company’s federal and state net operating loss carryforwards the impact of GILTI did not result in a cash tax charge.

 

NOTE 7 - Income/– Earnings (Loss) per CommonPer Share

 

Basic earnings (loss) per share is calculated by dividing income/net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income/net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method, unvested restricted shares and the weighted-average number of restricted stock units outstanding for the period. Shares from stock options are included in the diluted earnings per share calculation only when options exercise prices are lower than the average market value of the common shares for the period presented. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

WIRELESS TELECOM GROUP, INC.

  Three Months Ended
June 30,
 Six Months Ended
June 30,
  2018 2017 2018 2017 
          
Weighted-average common shares outstanding 20,864,428 19,765,101 20,755,027 19,577,271 
Potentially dilutive shares 736,469 175,212 755,512 239,051 
Weighted-average common shares outstanding, assuming dilution 21,600,897 19,940,313 21,510,539 19,816,322 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Common stock equivalents are included in the diluted income/(loss) per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

  For the Three Months  For the Six Months 
  Ended June 30,  Ended June 30, 
  2019  2018  2019  2018 
             
Weighted average common shares outstanding  20,973,134   20,864,428   20,972,875   20,755,027 
Potentially dilutive equity awards  619,741   736,469   659,470   755,512 
Weighted average common shares outstanding,
assuming dilution
  21,592,875   21,600,897   21,632,345   21,510,539 

 

For the three and six month periodmonths ended June 30, 20182019 the option exercise price of all outstanding options was lower than the average market price thus included in the potentially dilutive shares in the table above. The weighted-average number of options to purchase common stock not included in diluted loss per share because the effects are anti-dilutive or the performance condition was 513,722not met was 1,311,813 and 271,519 for the three and six months ended June 30, 2017490,000, respectively.

15

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

NOTE 8 – Inventories

 

Inventory carrying value is net of inventory reserves of $1.7$1.9 million and $1.9 million at June 30, 20182019 and December 31, 2017,2018, respectively.

 

Inventories consist of:of (in thousands):

 

 June 30,
2018
 December 31,
2017
 June 30, 2019 December 31, 2018 
Raw materials $3,960  $3,231  $4,644  $3,248 
Work-in-process  838   631   714   557 
Finished goods  2,767   2,664   3,132   3,079 
 $7,565  $6,526  $8,490  $6,884 

 

NOTE 9 – Goodwill and Intangible Assets

The Company’s goodwill balance of $10.1 million at June 30, 2018 relates to two of the Company’s reporting units, Network Solutions ($1.4 million) and Embedded Solutions ($8.7 million). Management’s qualitative assessment performed in the fourth quarter of 2017 did not indicate any impairment of goodwill as each reporting units fair value was estimated to be in excess of its carrying value. Furthermore, no events have occurred since then that would change this assessment.

Goodwill consists of the following (dollars in thousands):

Beginning Balance at December 31 $10,260 
Foreign Exchange Translation  (194)
Ending Balance at June 30 $10,066 

Intangible assets consist of the following (dollars in thousands):

  June 30, 2018
  Gross Carrying
Amount
 Accumulated
Amortization
 Foreign Exchange
Translation
 Net Carrying
Amount
Customer Relationships $2,766  $(796) $136  $2,106 
Patents  615   (177)  30   468 
Non-Compete Agreements  1,107   (536)  59   630 
Tradename  629   -   31   660 
Total $5,117  $(1,509) $256  $3,864 

  December 31, 2017
  Gross Carrying
Amount
 Accumulated
Amortization
 Foreign Exchange
Translation
 Net Carrying
Amount
Customer Relationships $2,766  $(494) $178  $2,450 
Patents  615   (109)  39   545 
Non-Compete Agreements  1,107   (334)  69   842 
Tradename  629   -   45   674 
Total $5,117  $(937) $331  $4,511 

Amortization of acquired intangible assets was $0.3 million and $0.6 million for the three and six months ended June 30, 2018, respectively. Amortization of acquired intangible assets is included as part of general and administrative

16

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

The estimated future amortization expense related to intangible assets is as follows as of June 30, 2018 (dollars in thousands):

Remainder 2018 $549 
2019  1,098 
2020  759 
2021  710 
2022  88 
Total $3,204 

NOTE 10 – Debt

 

Debt consists of the following (in thousands):

 

 June 30, 2018 June 30, 2019 
Revolver at LIBOR Plus Margin $2,431  $2,474 
Term Loan at LIBOR Plus Margin  570   418 
Total Debt  3,001   2,892 
Debt Maturing within one year  (2,583)  (2,892)
Non-current portion of long term debt $418  $- 

 

In connection with the acquisition of CommAgility, the Company entered into a Credit Agreement with Bank of America, N.A. (the “Lender”) on February 16, 2017 (the “Credit Facility”), which provided for a term loan in the aggregate principal amount of $0.8 million (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the Credit Facility), of up to a maximum availability of $9.0 million (“Revolver Commitment Amount”). The borrowing base is calculated as 85% of eligible accounts receivable and inventory, as defined, subject to certain caps and limits. The borrowing base is calculated on a monthly basis. The proceeds of the term loan and revolver were used to finance the acquisition of CommAgility.

WIRELESS TELECOM GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

In connection with the issuance of the Credit Facility, the Company paid lender and legal fees of $0.2 million which were primarily related to the Revolver and are capitalized and presented as other current and non-current assets in the Condensed Consolidated Balance Sheets.consolidated balance sheets. These costs are recognized as additional interest expense over the term of the related debt instrument using the straight line method which approximates the effective interest method.

 

The Company must repay the Term Loan in installments of $38,000 per quarter due on the first day of each fiscal quarter beginning April 1, 2017 and continuing until the term loan maturity date, on which the remaining balance is due in a final installment. The future principal payments under the term loan are $0.1 million in 2018 and $0.5 million in 2019. The Term Loan and Revolver arewere both scheduled to mature on November 16, 2019. On February 26, 2019, the Company entered into Amendment No. 3 to the Credit Facility which extends the termination date of the Revolver from November 16, 2019 to March 31, 2020.

 

The Term and Revolver Loans bear interest at the LIBOR rate plus a margin. The margin on the outstanding balance of the Company’s Term Loans and Revolver Loans were fixed at 3.50% and 3.00% per annum, respectively, through September 30, 2017. Thereafter, the margins were subject to increase or decrease by Lender on the first day of each of the Borrowers’ fiscal quarters based upon the Fixed Charge Coverage Ratio (as defined in the Credit Facility) as of the most recently ended fiscal quarter falling into one of three levels. If the Company’s Fixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBOR rate with a step up to 3.50% and 3.00%, respectively, if the ratio is greater than or equal 1.00 to 1.00 but less than 1.25 to 1.00 and another step up to 3.75% and 3.25%, respectively, if the ratio is less than 1.00 to 1.00. The Company is also required to pay a commitment fee on the unused commitments under the Revolver at a rate equal to 0.50% per annum and early termination fee of (a) 2% of the Revolver Commitment Amount and Term Loan if termination occurs before the first anniversary of the Credit Facility or (b) 1% of the Revolver Commitment Amount and Term Loan if termination occurs after the first anniversary of the Credit Facility but before the second anniversary of the Credit

17

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Facility. The Company’s interest rate plus margin as of June 30, 20182019 on the Credit Facility was 4.88%5.25% and 5.38%5.75% for the Revolver and Term Loan, respectively. The Company’s interest rate plus margin as of December 31, 20172018 on the Credit Facility was 4.38%5.38% and 4.88%5.88% for the Revolver and Term Loan, respectively.

 

The Credit Facility is secured by liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66 1/3% of the equity interests in the Company’s Foreign Subsidiaries (as defined in the Credit Facility). The Credit Facility contains customary affirmative and negative covenants for a transaction of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. Events of default under the Credit Facility include but are not limited to: failure to pay obligations when due, breach or failure of any covenant, insolvency or bankruptcy, materially misleading representations or warranties, occurrence of a Change in Control (as defined)defined in the Credit Facility) or occurrence of conditions that have a Material Adverse Effect (as defined).

On August 3, 2017 the Company entered into Amendment No. 1 todefined in the Credit Facility, effective June 30, 2017, which amended the definition of “EBITDA” to exclude the non-cash inventory adjustment of $1.9 million recorded during the three months ended June 30, 2017 and to reduce the pledge of equity interests in the Company’s Foreign Subsidiaries from 66 2/3% to 66 1/3%Facility).

 

As of June 30, 2018,2019, and the date hereof, the Company is in compliance with the covenants of the Credit Facility.

 

NOTE 1110 - Accounting for Share-basedStock Based Compensation

 

The Company’s results for the three and six month period ended June 30, 20182019 includes $0.2 million and $0.3$0.4 million related to share-basedstock based compensation expense, respectively. Such amounts have been included in the Condensed Consolidated Statementconsolidated statement of Operationsoperations and Comprehensive Income/(Loss)comprehensive income/(loss) within general and administrative expenses in operating expenses. The Company accounts for forfeitures when they occur.

 

Incentive Compensation Plan:Plan

 

In 2012, the Company’s Board of Directors and shareholders approved the 2012 Incentive Compensation Plan (the “Initial 2012 Plan”), which provides for the grant of equity, including restricted stock awards, restricted stock units, non-qualified stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the Company’s future growth and success. When originally approved, the Initial 2012 Plan provided for the grant of awards relating to 2 million shares of common stock, plus those shares subject to awards previously issued under the Company’s 2000 Stock Option Plan that expire, are canceled or are terminated after adoption of the Initial 2012 Plan without having been exercised in full and would have been available for subsequent grants under the 2000 Stock Option Plan. In June 2014, the Company’s shareholders approved the Amended and Restated 2012 Incentive Compensation Plan (the “2012 Plan”) allowing for an additional 1.6 million shares of the Company’s common stock to be available for future grants under the 2012 Plan. The 2012 Plan provides that if awards are forfeited, expire or otherwise terminate without issuance of the shares underlying the awards, or if the award does not result in issuance of all or part of the shares underlying the award, the unissued shares are again available for awards under the 2012 Plan. As a result of certain award forfeitures and cancellations, as of June 30, 2018,2019, there are approximately 2.31.5 million shares available for issuance under the 2012 Plan.

WIRELESS TELECOM GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

All service-based (time vesting) options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are approved by the Company’s compensation committee of the Board of Directors. Under the 2012 Plan, options may be granted to purchase shares of the Company’s common stock exercisable only at prices equal to or above the fair market value on the date of the grant.

 

As of June 30, 2018, $0.4 million of unrecognized compensation costs related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.5 years and $0.3 million of unrecognized compensation costs related to unvested restricted stock awards/units is expected to be recognized over a remaining weighted-average period of 1.0 years.

Restricted Common Stock Awards:

A summary of the status of the Company’s non-vested restricted common stock awards, granted under the Company’s shareholder approved equity compensation plans, as of June 30, 2018, and changes during the six months ended June 30, 2018, are presented below:

18

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Restricted Shares Number
of Shares
 Weighted
Average Grant
Date Fair Value
     
Non-vested as of December 31 159,207 $1.64
Granted - -
Vested and Issued (151,042) $1.64
Forfeited - -
Non-vested as of June 30 8,165 $1.55

Restricted Stock Units:Awards

 

On June 5, 2018January 11, 2019 the Company granted 95,000 restricted stock awards to employees under the 2012 Plan. The awards vest in equal annual installments over a three year period or upon a change in control, as defined in the 2012 Plan, as long as the grantee continues to provide service to the Company until the applicable vesting date. The grant date fair value of the restricted stock awards was $1.56 per share.

Service-Based Stock Option Awards

On January 11, 2019 the Company granted 15,000 incentive stock options. The stock options vest in equal annual installments over a three year period or upon a change in control, as defined in the 2012 Plan, as long as the grantee continues to provide service to the Company until the applicable vesting date. The following table presents the assumptions used to estimate the fair value of the stock option award granted in the first quarter of 2019 under the Black Scholes model:

  

Number of
Options

  Option Term
(in years)
  Exercise Price  Risk Free Interest Rate  Expected Volatility  Fair Value at Grant Date  Expected Dividend Yield 
January 11, 2019 - Service  15,000   3  $1.56   2.52%  49.80% $0.56  $0.00 

Restricted Stock Units

On May 30, 2019 the Company granted 25,000 Restricted Stock Units (“RSU”) to each of our five independent board members under the 2012 Plan. Each RSU represents the Company’s obligation to issue one share of the Company’s common stock subject to the RSU award agreement and 2012 Plan. The grant date fair value was $2.25$1.55 per share and the RSU’s vest on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to death or disability, provided the board member has rendered continuous service to the Company as a member of the board of directors from grant date to vesting date. Once vested the RSU will be settled by delivery of shares to the board member no later than 30 days following: (1)1) the third anniversary of the grant date, (2)2) separation from service following, or coincident with, a vesting date, or (3)3) a change in control.

 

A summaryOutstanding Stock Options and Unvested Restricted Awards

As of restrictedJune 30, 2019 there were 1,950,000 service based stock unit activityoptions outstanding and 305,000 performance based stock options outstanding. The range of exercise prices of outstanding stock options is $0.78 to $1.92. The number of potentially dilutive common shares from stock options (options with exercise prices that are lower than the average market value of common shares for the six months ended June 30, 2018 follows:

Restricted Stock Units Number
of Shares
 Weighted
Average Grant
Date Fair Value
     
Non-vested as of December 31 - -
Granted 125,000 $2.25
Vested - -
Forfeited - -
Non-vested as of June 30 125,000 $2.25
19

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)2019) is 190,934 and have an average exercise price of 1.46 per share.

 

Performance-Based Stock Option Awards:

A summary of performance-based stock option activity, and related information for the six months ended June 30, 2018 follows:

  Options Weighted
Average
Exercise Price
Outstanding as of December 31  605,000   $1.21 
Granted  -   - 
Exercised  (300,000)   $0.96 
Forfeited  -   - 
Expired  -   - 
Outstanding as of June 30  305,000   $1.45 
         
Exercisable at June 30  20,000   $0.78 

The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable)Additionally, as of June 30, 2018 was $0.2 million2019, there were 326,081 unvested restricted shares, 125,000 unvested restricted stock units and the weighted-average remaining contractual life was 7.1 years. The aggregate intrinsic value of performance-based125,000 vested restricted stock options exercisable as of June 30, 2018 was $28,400 and the weighted-average remaining contractual life was 2.5 years. The intrinsic value of options exercised during the six months ended June 30, 2018 was $0.4 million.units outstanding.

Under the terms of the performance-based stock option agreements, the awards will fully vest and become exercisable on the date on which the Company’s Board of Directors shall have determined that specific financial performance milestones have been met, provided the employee remains in the employ of the Company at such time; provided, however, upon a Change in Control (as defined in the stock option agreements and the 2012 Plan), the stock options shall automatically vest as permitted by the 2012 Plan. As of June 30, 2018, the Company has determined that the performance conditions on 285,000 options granted in 2013 and later are probable of being achieved by the year ending 2021. The Company’s performance-based stock options granted prior to 2013 (consisting of 20,000 options) are fully amortized.

Service-Based Stock Option Awards:

A summary of service-based stock option activity and related information for the six months ended June 30, 2018 follows:

  Options Weighted
Average
Exercise Price
Outstanding as of December 31  1,815,000   $1.53 
Granted  -   - 
Exercised  -   - 
Forfeited  -   - 
Expired  -   - 
Outstanding as of June 30  1,815,000   $1.53 
         
Exercisable at June 30  1,110,833   $1.50 

The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of June 30, 2018 was $1.2 million and the weighted average remaining contractual life was 8.4 years. The aggregate intrinsic value of service-based stock options exercisable as of June 30, 2018 was $0.8 million and the weighted average remaining contractual life was 8.3 years.

20

WIRELESS TELECOM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 12 – SEGMENT INFORMATION

 

The operating businesses of the Company are segregated into three reportable segments: (i)(1) Network Solutions, (ii)(2) Test and Measurement and (iii)(3) Embedded Solutions.

 

Network Solutions

 

The Network Solutions segment is comprised primarily of the operations of the Company’s subsidiary, Microlab. Network Solutions designs and manufactures a wide selection of RF passive components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure markets, particularly for small cell deployments, distributed antenna systems (“DAS”), the in-building wireless solutions industry and radio base-station market. Network Solutions also offers active solution sets to assist in network timing for tunnels and in-building wireless signaling. Network Solutions customers include telecommunications service providers, systems integrators, neutral host operators and distributors.

 

Test and Measurement

 

The Test and Measurement segment is comprised primarily of the Company’s operations of the Noisecom product line and the operations of its subsidiary, Boonton. Noisecom designs and produces noise generation equipment and instruments, calibrated noise sources, noise modules and diodes. Noise components and instruments are used as a method to provide wide band signals for sophisticated telecommunication and defense applications, and as a stable reference standard for instruments and systems, including radar and satellite communications. Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety of measurements to be made, including maximum power, peak power, average power and minimum power. Customers of the Test and Measurement segment include large defense contractors and the U.S. and foreign governments.

 

Embedded Solutions

 

The Embedded Solutions segment is comprised of the operations of CommAgility Limited which was acquired on February 17, 2017.CommAgility. Embedded Solutions supplies signal processing technology for network validation systems supporting LTE and emerging 5G networks. Additionally, this segment licenses, implements and configures LTE PHY layer and stack software for private LTE networks supporting satellite communications, the military and aerospace industries. Customers include wireless communication test equipment companies, defense subcontractors and global technology and services companies.

 

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses).

 

WIRELESS TELECOM GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Financial information by reportable segment for the respective periods is set forth below (in thousands):

21

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

  For the three months ended June 30, For the six months ended June 30,
  2018 2017 2018 2017
Net revenue by segment:                
Network Solutions $5,636  $5,617  $11,147  $11,133 
Test and Measurement  3,534   3,316   7,297   6,352 
Embedded Solutions  4,244   3,000   8,234   3,997 
                 
Total consolidated net revenue of reportable segments $13,414  $11,933  $26,678  $21,482 
                 
Segment income/(loss):                
Network Solutions $758  $(330) $1,571  $578 
Test and Measurement  416   (541)  926   (516)
Embedded Solutions  273   75   883   (154)
                 
Income/(loss) from reportable segments  1,447   (796)  3,380   (92)
                 
Other unallocated amounts:                
Corporate expenses  (1,414)  (1,473)  (2,778)  (3,896)
Other (expenses) income - net  (108)  (113)  (247)  (162)
                 
Consolidated income/(loss) before Income tax provision/(benefit) $(75) $(2,382) $355  $(4,150)
                 
Depreciation and amortization by segment:                
Network Solutions $172  $104  $309  $204 
Test and Measurement  123   95   297   189 
Embedded Solutions  316   446   631   666 
                 
Total depreciation and amortization for reportable segments $611  $645  $1,237  $1,059 
                 
Capital expenditures by segment:                
Network Solutions $204  $59  $282  $142 
Test and Measurement  27   41   129   107 
Embedded Solutions  152   27   172   69 
                 
Total consolidated capital expenditures by reportable segment $383  $127  $583  $318 
22

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

  June 30,
2018
  December 31,
2017
 
Total assets by segment:        
Network Solutions $11,214  $10,442 
Test and Measurement  6,522   6,163 
Embedded Solutions  18,830   21,733 
Total assets for reportable segments  36,566   38,338 
         
Corporate assets, principally cash and cash equivalents and deferred income taxes  9,454   8,583 
Total consolidated assets $46,020  $46,921 

Consolidated net sales by region were as follows:

  Three Months Ended
June 30
 Six Months Ended
June 30
  2018 2017 2018 2017
Sales by region                
Americas $7,982  $8,294  $16,079  $15,259 
Europe, Middle East, Africa (EMEA)  4,485   3,098   8,245   4,621 
Asia Pacific (APAC)  947   541   2,354   1,602 
Total sales $13,414  $11,933  $26,678  $21,482 

Net sales are attributable to a geographic area based on the destination of the product shipment.

 

The majority of shipments in the Americas are to customers located within the United States. For the three months ended June 30, 2018 and 2017, revenues in the United States for all reportable segments amounted to $7.8 million and $8.0 million, respectively. For the six months ended June 30, 2018 and 2017, revenue in the United States for all reportable segments amounted to $15.8 million and $14.4 million, respectively.

  For the Three Months  For the Six Months 
  Ended June 30,  Ended June 30, 
  2019  2018  2019  2018 
Net sales by segment:                
Network Solutions $5,575  $5,636  $11,333  $11,147 
Test and Measurement  3,192   3,534   6,222   7,297 
Embedded Solutions  4,741   4,244   8,985   8,234 
Total consolidated net sales of reportable segments  13,508   13,414   26,540   26,678 
                 
Segment income (loss):                
Network Solutions  840   758   1,547   1,571 
Test and Measurement  377   416   612   926 
Embedded Solutions  64   273   (3)  883 
Income (loss) from reportable segments  1,281   1,447   2,156   3,380 
                 
Other unallocated amounts:                
Corporate expenses  (1,135)  (1,414)  (2,407)  (2,778)
Other (expenses) income - net  62   (108)  (23)  (247)
Consolidated income/(loss) before Income tax provision/(benefit) $208  $(75) $(274) $355 
                 
Depreciation and amortization by segment:                
Network Solutions $90  $172  $213  $309 
Test and Measurement  248   123   363   297 
Embedded Solutions  309   316   620   631 
Total depreciation and amortization for reportable segments $647  $611  $1,196  $1,237 
                 
Capital expenditures by segment:                
Network Solutions $34  $204  $63  $282 
Test and Measurement  35   27   94   129 
Embedded Solutions  63   152   104   172 
Total consolidated capital expenditures by reportable segment $132  $383  $261  $583 

 

Shipments for the three months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Italy at $3.6 million and $0.2 million, respectively. For the three months ended June 30, 2017 shipments were largely concentrated in UK, Germany and Israel amounting to $2.2 million, $0.3 million and $0.2 million, respectively. Shipments for the six months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Luxembourg at $5.9 million and $0.4 million, respectively. For the six months ended June 30, 2017 shipments to the UK, Germany and Israel amounted to $2.8 million, $0.5 million and $0.4 million, respectively.

The largest concentration of shipments in the APAC region is to China. For the three month period ending June 30, 2018 and 2017, shipments to China amounted to $0.5 million and $0.2 million, respectively. For the six month period ending June 30, 2018 and 2017, shipments to China amounted to $1.5 million and $0.9 million, respectively.

  June 30, 2019  December 31, 2018 
Total assets by segment:        
Network Solutions $10,147  $10,088 
Test and Measurement  7,464   5,943 
Embedded Solutions  17,723   16,804 
Total assets for reportable segments  35,334   32,835 
         
Corporate assets, principally cash and cash equivalents and deferred income taxes  10,901   11,332 
Total consolidated assets $46,235  $44,167 

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

Legal Proceeding

OnJune 5, 2019 Harris Corporation (“Harris”) filed a request for arbitration before the American Arbitration Association in accordance with the terms of an executed purchase order, statement of work and software license agreement (collectively referred to as “Agreements”) with CommAgility entered into in 2014. Harris claims that CommAgility breached the Agreements by offering for sale, marketing, and promoting techniques, capabilities, products and services that incorporate Work Product, as defined in the Agreements, owned by Harris. Harris claims that CommAgility has caused Harris significant monetary damages, the sum of which cannot be determined until such time as discovery has been conducted, but is estimated by Harris to be less than $250,000. Harris is also seeking an injunction against CommAgility’s use of the Work Product which includes rights to certain technology used for air-to-ground communications. The Company believes the claims are without merit and intends to defend all of the claims vigorously. The Company has not accrued any amounts in respect of this matter and cannot estimate the possible loss, if any, that the Company may incur with respect to it.

The ultimate outcome of this matter is unknown but, in the opinion of management, we do not believe this proceeding will have a material adverse effect upon our financial condition, cash flows or future results of operations. The Company expects a portion of the legal expenses and monetary damages, if any, to be covered by our professional indemnity insurance policy.

There have been no other material changes in our commitments and contingencies and risks and uncertainties as of June 30, 20182019 from that as previously disclosed in our Annual Reportannual report on Form 10-K for the year ended December 31, 2017.2018.

23

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated financial statements and the notes to those statements included in Part I, Item I of this Quarterly Report on Form 10-Q and in conjunction with the audited consolidated financial statements contained in our Annual Reportannual report on Form 10-K for the year ended December 31, 2017.2018.

 

INTRODUCTION

 

Highlights from the Second Quarter:

Net consolidated revenues of $13.5 million. Revenue increase at Embedded Solutions offset by modest declines in Network Solutions and Test and Measurement.

 

·Net revenues of $13.4 million for the three months ended June 30, 2018, a year over year increase of 12.4%.
·Operating income of $33,000 for the three months ended June 30, 2018 including a $213,000 loss on change in fair value of contingent consideration liability due to the improved financial forecast at CommAgility from prior estimates, compared to an operating loss of $2.3 million in the year ago period.
·Consolidated gross profit margin of 46%45.4% for the three months ended June 30, 2018second quarter 2019 comparable with the prior year.

Consolidated operating income of $100,000 for the second quarter 2019 as compared to 28% in the year ago period.
·Net cash provided from operations of $0.2 million$33,000 for the six months ended June 30, 2018.prior year period.

 

RESULTS OF OPERATIONS

 

Three Months Ended June 30, 20182019 Compared with Three Months Ended June 30, 20172018

Net Revenues (in thousands)

 Three months ended June 30 Three months ended June 30 
 Revenue % of Revenue Change  Revenue % of Revenue Change 
 2018  2017  2018  2017  Amount  Pct.  2019 2018 2019 2018 Amount Pct. 
Network Solutions $5,636  $5,617   42.0%  47.1% $19   0.3% $5,575  $5,636   41.3%  42.0% $(61)  -1.1%
Test and Measurement  3,534   3,316   26.4%  27.8%  218   6.6%  3,192   3,534   23.6%  26.4%  (342)  -9.7%
Embedded Solutions  4,244   3,000   31.6%  25.1%  1,244   41.5%  4,741   4,244   35.1%  31.6%  497   11.7%
Total net revenues $13,414  $11,933   100.0%  100.0% $1,481   12.4%
Total Net Revenues $13,508  $13,414   100.0%  100.0% $94   0.7%

 

Net consolidated revenuesrevenue increased $1.5$0.1 million or almost 1% over the prior year period due primarily to higher Embedded Solutions segment net revenue which increased $1.2 million due to increased shipmentssales of digital signal processing hardware.hardware to our largest customer. This was offset by lower Test and Measurement segment revenue increased primarily due to an increase in government and international orders in 2018 as compared to 2017.the prior year period due primarily to lower power sensor revenues as a result of lower government orders. Network Solutions revenue iswas nearly flat compared to the prior year period.

 

Gross Profit (in thousands)

  Three months ended June 30 
  Gross Profit  Gross Profit %  Change 
  2019  2018  2019  2018  Amount  Pct. 
Network Solutions $2,402  $2,468   43.1%  43.8% $(66)  -2.7%
Test and Measurement  1,775   1,815   55.6%  51.4%  (40)  -2.2%
Embedded Solutions  1,956   1,887   41.3%  44.5%  69   3.7%
Total Gross Profit $6,133  $6,170   45.4%  46.0% $(37)  -0.6%

 

  Three months ended June 30
  Gross Profit  Gross Profit %  Change 
  2018  2017  2018  2017  Amount  Pct. 
Network Solutions $2,468  $1,182   43.8%  21.0% $1,286   108.9%
Test and Measurement  1,815   832   51.4%  25.1%  983   118.1%
Embedded Solutions  1,887   1,330   44.5%  44.3%  557   41.9%
Total gross profit $6,170  $3,344   46.0%  28.0% $2,826   84.5%
24

Consolidated gross profit margin for the three months ended June 30, 2018second quarter 2019 of 45.4% is comparable to the prior year period gross profit margin of 46.0%. Test and Measurement gross profit margin increased from 28.0% to 46.0% due primarily to the non-cash inventory adjustment that was recorded51.4% in the prior year period of $1.9 million, of which $1.2 million was attributable to the Network Solutions segment55.6% on favorable product mix and $0.7 million was attributablevarious cost reduction activities related to the Test and Measurement segment.overhead. Embedded Solutions segment gross profit was consistentmargin decreased from 44.5% in the prior year over year. Embedded Solutions segment hardware revenues, which carryperiod to 41.3% as a lower gross profit thanresult of higher margin software and services constitutedrevenue in 2018 and a higher percentage of total Embeddedlower margin hardware revenue in 2019. Network Solutions segment sales in 2018 but at higher volumes which resulted in higher absorption of fixed overhead expenses. Consolidated gross profit margin was also favorably impacted by higher volumes inflat compared to the Test and Measurement segment resulting in higher absorption of fixed overhead expenses.prior year period.

Operating Expenses (in thousands)

 Three months ended June 30 Three months ended June 30 
 Operating Expenses  % of Revenue  Change  Operating Expenses % of Revenue Change 
  2018   2017   2018   2017   Amount   Pct.  2019 2018 2019 2018 Amount Pct. 
Research and Development $1,313  $1,130   9.8%  9.5% $183   16.2% $1,499  $1,313   11.1%  9.8% $186   14.2%
Sales and Marketing  1,933   1,663   14.4%  13.9%  270   16.2%  2,027   1,933   15.0%  14.4%  94   4.9%
General and Administrative  2,678   2,821   20.0%  23.6%  (143)  -5.1%  2,461   2,678   18.2%  20.0%  (217)  -8.1%
Loss on change in fair value of contingent consideration  213   -   1.6%  0.0%  213   - 
Loss on Change in Fair Value of
Contingent Consideration
  -   213   0.0%  1.6%  (213)  -100.0%
Total Operating Expenses $6,137  $5,614   45.8%  47.0% $523   9.3% $5,987  $6,137   44.3%  45.8% $(150)  -2.4%

 

Research and development expenses increased $0.2 million or 14.2% from the prior year period due primarily to Embedded Solutions headcount deployment on product roadmap initiatives, specifically the 5G NR product roadmap. This was offset by reduced third party spend at the Network Solutions and Test and Measurement segments.

Sales and marketing expenses increased $0.1 million or 4.9% from the prior year period due to the write-off of demonstration assets that are no longer in use offset by lower marketing expenses.

General and administrative expenses decreased $0.2 million or 8.1% from the prior year period due primarily to reduced bonus expense and favorable foreign exchange impact as the British Pound declined approximately 7% from the prior year period.

A loss on change in the fair value of contingent consideration of $0.2 million was recorded in the prior year period due to a change in the estimated fair value of the CommAgility contingent consideration liability as of June 30, 2018. The CommAgility contingent consideration liability was paid in the first quarter of 2019. There are no additional purchase price payments related to the CommAgility acquisition.

Other Income/(Expense)

Other income increased $0.1 million due to an increase in foreign exchange gains recognized on monetary assets and liabilities denominated in currencies other than our functional currencies.

Interest Expense

Consolidated interest expense decreased $0.1 million primarily related to accretion expense recorded in 2018 related to the CommAgility contingent consideration liability.

Taxes

The Company recorded an income tax provision for the second quarter 2019 of $52,000 as compared to $100,000 in the prior year period. The decrease is due to a change in the Company’s annual effective tax rate.

Net Income/Loss

Net Income for the second quarter 2019 was $0.2 million or earnings per share of $.01 as compared to a net loss of $0.2 million or loss per share of $.01 in the prior year period. The increase to net income year over year was primarily attributable to lower operating expenses, higher other income driven by higher foreign exchange gains, and lower interest expense.

20

Six Months Ended June 30, 2019 Compared with Six Months Ended June 30, 2018

Net Revenues (in thousands)

  Six months ended June 30 
  Revenue  % of Revenue  Change 
  2019  2018  2019  2018  Amount  Pct. 
Network Solutions $11,333  $11,147   42.7%  41.8% $186   1.7%
Test and Measurement  6,222   7,297   23.4%  27.3%  (1,075)  -14.7%
Embedded Solutions  8,985   8,234   33.9%  30.9%  751   9.1%
Total Net Revenues $26,540  $26,678   100.0%  100.0% $(138)  -0.5%

Net consolidated revenue decreased $0.1 million or 0.5% from the prior year period due primarily to lower Test and Measurement revenue as a result of lower government orders. This was somewhat offset by higher Embedded Solutions revenue due primarily to higher sales of digital signal processing hardware to our largest customer as compared to the prior year period. Network Solutions revenue was flat compared to the prior year period.

Gross Profit (in thousands)

  Six months ended June 30 
  Gross Profit  Gross Profit %  Change 
  2019  2018  2019  2018  Amount  Pct. 
Network Solutions $4,790  $4,911   42.3%  44.1% $(121)  -2.5%
Test and Measurement  3,343   3,660   53.7%  50.2%  (317)  -8.7%
Embedded Solutions  3,726   3,868   41.5%  47.0%  (142)  -3.7%
Total Gross Profit $11,859  $12,439   44.7%  46.6% $(580)  -4.7%

Consolidated gross profit margin for the six months ended June 30, 2019 of 44.7% is lower than the prior year period of 46.6% due to higher margin software and services revenue in the Embedded Solutions segment in 2018 and a higher percentage of lower margin hardware revenue in 2019. Additionally, Network Solutions gross profit margin declined from the prior year period due primarily to competitive pricing in the industry. This was offset by increased gross profit margin at the Test and Measurement segment as a result of more favorable product mix.

Operating Expenses (in thousands)

  Six months ended June 30 
  Operating Expenses  % of Revenue  Change 
  2019  2018  2019  2018  Amount  Pct. 
Research and Development $3,213  $2,469   12.1%  9.3% $744   30.1%
Sales and Marketing  3,964   3,844   14.9%  14.4%  120   3.1%
General and Administrative  4,933   5,311   18.6%  19.9%  (377)  -7.1%
Loss on Change in Fair Value of
Contingent Consideration
  -   213   0.0%  0.8%  (213)  -100.0%
Total Operating Expenses $12,110  $11,837   45.6%  44.4% $274   2.3%

Research and development expenses increased $0.7 million or 30.1% from the prior year period due primarily to Embedded Solutions headcount deployment on product roadmap initiatives, specifically the 5G NR product roadmap. This was offset by reduced third party spend at the Network Solutions and Test and Measurement segments and favorable foreign exchange impact as the British Pound declined approximately 7% from the prior year period.

Sales and marketing expenses increased $0.1 million or 3.1% from the prior year period due to increased headcount to assist with product roadmap initiatives specifically at the Embedded Solutions segment.

Sales and demonstration asset impairment charges for assets that are no longer in use offset by lower marketing expenses increased $0.3 million over the prior year period primarily due to increased sales headcount specifically in the US.and lower commission expenses.

General and administrative expenses decreased $0.1$0.4 million due to lower intangible amortization expense related to purchased intangible assets as the final purchase price allocation had not been completed as ofor 7.1% from the prior year period thus intangible amortizationdue primarily to reduced bonus expense was an estimate.and favorable foreign exchange impact as the British Pound declined approximately 7% from the prior year period.

 

TheA loss on change in the fair value of contingent consideration of $0.2 million was recorded duringin the threeprior year period due to a change in the estimated fair value of the CommAgility contingent consideration liability as of June 30, 2018. The CommAgility contingent consideration liability was paid in the first quarter of 2019. There are no additional purchase price payments due related to the CommAgility acquisition.

Other Income/(Expense)

Other income increased $0.2 million due to an increase in foreign exchange gains recognized on monetary assets and liabilities denominated in currencies other than our functional currencies.

Interest Expense

Consolidated interest expense decreased $50,000 primarily related to accretion expense recorded in 2018 related to the CommAgility contingent consideration liability.

Taxes

For the six months ended June 30, 2018 is the result of our revised estimate of the total contingent consideration liability related to the CommAgility acquisition in connection with the improved financial forecast at CommAgility as compared to prior estimates. Based on revised estimates of full year 2018 Adjusted EBITDA (as defined in the CommAgility stock purchase agreement) of CommAgility the Company increased the contingent consideration liability resulting in an operating expense charge of $0.2 million.

Interest Expense

Consolidated interest expense increased $31,000 due to higher accretion expense on the estimated contingent consideration liability related to CommAgility. Interest expense related to our credit facility which is comprised of cash interest and amortization of deferred financing costs was flat year over year at approximately $63,000.

Taxes

For the three months ended June 30, 2018 the Company recorded tax expense of $0.1 million. Our effective tax rate for the current period is higher than the US and UK statutory rates primarily due to the impact of the global intangible low-taxed income, or “GILTI”, of our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S. For the three months ended June 30, 20172019 the Company recorded a tax benefit of $1.0$0.1 million dueas compared to operating losses generateda tax provision of $0.2 million in the prior year period due to a loss before income taxes in the current year period as compared to net income before taxes in the prior year period. The effective tax rate decreased from 45% in the prior year period to 31% in the current year period due to differences in estimates of taxable income year over year.

 

Net IncomeIncome/Loss

TheFor the six months ended June 30, 2019 the Company recorded a net loss of $0.2 million in the current period as compared to $1.4net income of $0.2 million net loss in the prior period due to higher net revenues and gross profit offset by higher operating expenses as described above.

25

Six Months Ended June 30, 2018 Compared with Six Months Ended June 30, 2017

Net Revenues (in thousands)

  Six months ended June 30
  Revenue  % of Revenue  Change 
  2018  2017  2018  2017  Amount  Pct. 
Network Solutions $11,147  $11,133   41.8%  51.8% $14   0.1%
Test and Measurement  7,297   6,352   27.3%  29.6%  945   14.9%
Embedded Solutions  8,234   3,997   30.9%  18.6%  4,237   106.0%
Total net revenues $26,678  $21,482   100.0%  100.0% $5,196   24.2%

Net consolidated revenues increased $5.2 million over the prior year period due primarily to the inclusion of Embedded Solutions segment net revenue for a full six months in 2018 compared to only 133 days in 2017 as well as increased shipments of digital signal processing hardware. Test and Measurement segment revenue increased primarily due to an increase in government and international orders in 2018 as compared to 2017. Network Solutions revenue is flat compared to the prior year period.

Gross Profit (in thousands)

  Six months ended June 30
  Gross Profit  Gross Profit %  Change 
  2018  2017  2018  2017  Amount  Pct. 
Network Solutions $4,911  $3,643   44.1%  32.7% $1,268   34.8%
Test and Measurement  3,660   2,166   50.2%  34.1%  1,494   69.0%
Embedded Solutions  3,868   1,868   47.0%  46.7%  2,000   107.1%
Total gross profit $12,439  $7,677   46.6%  35.7% $4,762   62.0%

Consolidatedlower consolidated gross profit for the six months ended June 30, 2018 increased from 35.7% to 46.6% due primarily to the non-cash inventory adjustment that was recorded in the prior year period of $1.9 million, of which $1.2 million was attributable to the Network Solutions segment and $0.7 million was attributable to the Test and Measurement segment. Embedded Solutions segment hardware revenues, which carry a lower gross profit than software and services, constituted amargins, higher percentage of total Embedded Solutions segment sales in 2018 but at higher volumes which resulted in higher absorption of fixed overhead expenses. Consolidated gross profit was also favorably impacted by higher volumes in the Test and Measurement segment resulting in higher absorption of fixed overhead expenses.

Operating Expenses (in thousands)

  Six months ended June 30
  Operating Expenses  % of Revenue  Change 
  2018  2017  2018  2017  Amount  Pct. 
Research and Development $2,469  $2,217   9.3%  10.3% $252   11.4%
Sales and Marketing  3,844   3,215   14.4%  15.0%  629   19.6%
General and Administrative  5,311   6,233   19.9%  29.0%  (922)  -14.8%
Loss on change in fair value of contingent consideration  213   -   0.8%  0.0%  213   - 
Total Operating Expenses $11,837  $11,665   44.4%  54.3% $172   1.5%
26

Research and developmentconsolidated operating expenses increased $0.3 million from the prior year period due to increased headcount to assist with product roadmap initiatives as well as the impact of a full six months of research and development expenses at the Embedded Solutions segment as compared with only 133 days in the prior period. This was offset by lower third party research and development spend at the Test and Measurement and Network Solutions segments year over year.

Sales and marketing expenses increased $0.6 million over the prior year period primarily due to increased sales headcount specifically in the US as well as a full six months of sales and marketing expense at the Embedded Solutions segment as compared to only 133 days in the prior period.

General and administrative expenses decreased $0.9 due to the acquisition expenses incurred in the prior year period associated with the CommAgility transaction. This was marginally offset by a full six months of general and administrative expenses incurred in 2018 at the Embedded Solutions segment as compared to 133 days in the prior year period.

The loss on change in fair value of contingent consideration recorded during the six months ended June 30, 2018 is the result of our revised estimate of the total contingent consideration liability related to the CommAgility acquisition in connection with the improved financial forecast at CommAgility as compared to prior estimates. Based on revised estimates of full year 2018 Adjusted EBITDA (as defined in the CommAgility stock purchase agreement) of CommAgility the Company increased the contingent consideration liability resulting in an operating expense charge of $0.2 million.

Interest Expense

Consolidated interest expense increased $75,000 due to a full six months of interest expense in 2018 associated with our credit facility as compared to 133 days in 2017 and increased accretion expense associated with the contingent consideration liability.

Taxes

For the six months ended June 30, 2018 the Company recorded tax expense of $0.2 million. Our effective tax rate for the six month period is higher than the US and UK statutory rates primarily due to the impact of the global intangible low-taxed income or “GILTI” of our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S. For the six months ended June 30, 2017 the Company recorded a tax benefit of $1.6 million due to operating losses generated in the prior year.

Net Income

The Company recorded net income of $0.2 million in the current period as compared to $2.6 million net loss in the prior period due to higher net revenues and gross profit offset by higher operating expenses as described above.income from foreign exchange gains and lower interest expense.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As described in Note 9 to the consolidated financial statements, on February 26, 2019 the Company entered into Amendment No. 3 to the Credit Facility which extends the termination date of the Revolver from November 16, 2019 to March 31, 2020. We believe we can further extend the existing Credit Facility beyond March 31, 2020 at terms similar or more favorable to our current agreement. We expect borrowings available to us under our Credit Facility, our existing cash balance and cash generated by operations and borrowings available under our Credit Facility (as described in Note 10) to be our primary sources of short-term liquidity, and weliquidity. We believe these sources in combination with an extension of our existing Credit Facility beyond March 31, 2020 will be sufficient to meet our liquidity needs for at least the next twelve months.

Our ability to meet our cash requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

 

The Company expects to realize tax benefits in future periods due to the available net operating loss carryforwards resulting from the disposition of a former wholly owned subsidiary in 2010. Accordingly, future taxable income is expected to be offset by the utilization of operating loss carryforwards and, as a result, will increase the Company’s liquidity as cash needed to pay federal income taxes will be substantially reduced.

 

Cash and cash equivalents increased from $2.5 million at December 31, 2017 to $2.6 million at June 30, 2018 primarily due to the cash provided by operating activities and cash generated by our borrowings under our Credit Facility offset by capital expenditures and payment of deferred purchase price related to the CommAgility acquisition. As of June 30, 2018,2019, substantially all of our cash and cash equivalents are held outside the United States. The asset based Revolverrevolver under our Credit Facility is secured by the Company’s U.S. assets. Income taxes have been provided on foreign earnings such that there would be no significant income tax expense to repatriate the portion of this cash that is not required to meet operational needs of our international subsidiary.

27

Operating Activities

 

Cash providedused by operating activities was $0.2 million$18,000 for the six months ended June 30, 20182019 which is lower than the prior year period of $0.5 million. During$200,000. The decrease was due to a net loss in the six months ended June 30, 2018 changes in our operating assets and liabilities resulted in a net decrease2019 offset by lower use of cash due to working capital as compared to the prior year period. $0.8 million of the CommAgility contingent consideration payment is included in cash of $1.9 million primarily due to increasesused from operating activities in accounts receivable, inventory and prepaid expenses and other current assets. The increase in working capital was offset by positive income from operations. During the six months ended June 30, 2017, cash provided by operations was primarily due to changes in operating assets and liabilities resulting in net cash increase of $1.9 million which was offset by an operating loss incurred in the period.accordance with ASU 2016-15.

Investing Activities

 

Cash used by investing activities was $1.4$0.7 million for the six months ended June 30, 2018 and2019 which was primarily comprisedlower than the prior year period of $1.4 million due to lower capital expenditures and payment of deferred purchase price payments for the CommAgility acquisition. For the six months ended June 30, 2017 cash used by investing activities was $9.2 million and was primarily related to the cash purchase price of the CommAgility acquisition.

 

Financing Activities

 

Cash provided by financing activities was $1.5$0.1 million for the six months ended June 30, 20182019 as compared to $2.1$1.5 million for the six months ended June 30, 2017.prior year period. The decrease from the prior year is primarily due to the receiptpayment of the CommAgility contingent consideration, of which $0.8 million is included in cash from the Term Loanprovided by financing activities, and lower borrowings under the Credit Facility inrevolver due to lower cash usage from working capital as compared to the prior year period.year.

 

As ofOverall, cash and cash equivalents decreased $0.6 million during the six months ended June 30, 2018, future minimum lease payments related to2019 for the Company’s facility lease and equipment leases are shown below (purchase obligations consist of inventory that arises in the normal course of business operations) (in thousands):reasons noted above.

  Total  Remaining
2018
  2019  2020  2021  2022  Thereafter 
Facility Leases $2,390  $284  $509  $512  $474  $488  $123 
Purchase Obligations  7,727   7,727   -   -   -   -   - 
Operating and Equipment Leases  198   27   54   54   54   9   - 
  $10,315  $8,038  $563  $566  $528  $497  $123 

 

The Company may pursue strategic opportunities, including potential acquisitions, mergers, divestitures or other activities, which may require significant use of the Company’s capital resources. The Company may incur costs as a result of such activities and such activities may affect the Company’s liquidity in future periods. In order to fund such activities, the Company may need to incur additional debt or issue additional securities if market conditions are favorable. However, there can be no certainty that such funding will be available in needed quantities on terms favorable to the Company or at all.

 

On August 27, 2018 the Company filed a shelf registration statement on Form S-3 which was declared effective on September 17, 2018. The Form S-3 will permit the Company believesto issue and sell, from time to time, up to $40 million in aggregate value of shares of its common stock through one or more methods of distribution, subject to applicable SEC limits on the value of securities that its financial resources from workingthe Company, as a smaller reporting company, may sell during an applicable period, market conditions, and the Company’s capital desires and availability under the asset-based Revolver are adequate to meet its current needs. The Company expectshas no current plans to offer any common stock under the cash flow of CommAgility to fund the deferred purchase price and contingent consideration liabilities related to the CommAgility acquisition. However, should current global economic conditions deteriorate, additional working capital funding may be required which may be difficult to obtain due to restrictive credit markets and covenants of our Credit Facility.shelf registration statement.

 

The terms of any offering of the Company’s common stock, and the intended use of the net proceeds resulting therefrom, will be established at the times of the offerings and will be described in prospectus supplements filed with the SEC at the times of the offerings. The shelf registration statement is intended to provide financial flexibility to access capital in a competitive and expeditious manner when market conditions are appropriate.

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

Effects Ofof Inflation Andand Changing Prices

 

The Company does not anticipate that inflation or other expected changes in prices will significantly impact its business.

28

Critical Accounting Policies

 

There have been no changes in our critical accounting policies or significant accounting estimates as disclosed in our 20172018 Form 10-K, except for adoption of Topic 606842 which is described in Note 2.2 and Note 3.

 

Forward Looking Statements

 

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts, including, without limitation, some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements about our ability to extend the existing Credit Facility beyond March 31, 2020 at terms similar or more favorable to our current agreement; borrowings available to us, our existing cash balance and cash generated by operations to be our sources of short-term liquidity andliquidity; our belief that these sources will be sufficient to meet our liquidity needs for at least the next 12 months; that financial resources from working capitalwe expect legal expenses and any claims associated with the Harris arbitration to be covered under our availability underprofessional indemnity insurance policy; that we expect to realize tax benefits in future periods due to available net operating loss carryforwards; the asset-based revolver are adequateCompany’s future taxable income is expected to meet our current needs;be offset by the utilization of net operating loss carryforwards; and, thatas a result, will increase the Company’s liquidity as cash flow from CommAgilityneeded to pay federal income taxes will fund the deferred purchase price and contingent consideration.be substantially reduced. These statements involve risks and uncertainties. These statements are based on the Company’s current expectations of future events and are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability of our management to successfully implement our business plan and strategy, product demand and development of competitive technologies in our market sector, the impact of competitive products and pricing, the loss of any significant customers, our abilities to protect our intellectual property rights, the effects of adoption of newly announced accounting standards, the effects of economic conditions and trade, legal and other economic risks, our ability to manage risks related to our information technology and cyber security, among others. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These risks and uncertainties are disclosed in our Annual Report on Form 10-K for the year ended December 31, 20172018 and elsewhere in this Quarterly Report on Form 10-Q. The Company’s forward-looking statements speak only as of the date of this Quarterly Report. The Company undertakes no obligation to publicly update or review any forward-looking statements whether as a result of new information, future developments or otherwise.

ITEM 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk

Not applicable.

 

ITEM 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are designed to ensure that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that the information relating to Wireless Telecom Group, Inc., including our consolidated subsidiaries, is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures are effective.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended June 30, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as described in our 20172018 Annual Report on Form 10-K.

2924

PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings

 

There have been no material developmentsOn June 5, 2019 Harris Corporation (“Harris”) filed a request for arbitration before the American Arbitration Association in accordance with the terms of an executed purchase order, statement of work and software license agreement (collectively referred to as “Agreements”) with CommAgility entered into in 2014. Harris claims that CommAgility breached the Agreements by offering for sale, marketing, and promoting techniques, capabilities, products and services that incorporate Work Product, as defined in the legal proceedingsAgreements, owned by Harris. Harris claims that CommAgility has caused Harris significant monetary damages, the sum of which cannot be determined until such time as previously discloseddiscovery has been conducted, but is estimated by Harris to be less than $250,000. Harris is also seeking an injunction against CommAgility’s use of the Work Product which includes rights to certain technology used for air-to-ground communications. The Company believes the claims are without merit and intends to defend all of the claims vigorously. The Company has not accrued any amounts in Part I, Item 3respect of our Annual Report on Form 10-K forthis matter and cannot estimate the year ended December 31, 2017.possible loss, if any, that the Company may incur with respect to it.

 

The ultimate outcome of this matter is unknown but, in the opinion of management, we do not believe this proceeding will have a material adverse effect upon our financial condition, cash flows or future results of operations. The Company expects a portion of the legal expenses and monetary damages, if any, to be covered by our professional indemnity insurance policy.

Item 1A.Risk Factors

 

There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017.2018.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.Defaults Uponupon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

Not applicable.

 

Item 5.Other Information

 

None.

 

Item 6.Exhibits

 

Exhibit
Number
 
NumberExhibit Description
   
3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K/A filed with the SEC on April 22, 2005, Commission File No. 1-11916)
   
3.2 Amended and Restated By-laws (incorporated herein by reference to Exhibit 3.1 to Wireless Telecom Group, Inc.’s Current Report on Form 8-K, filed on July 1, 2017, Commission File No. 011-11916)
10.1*Form of non-employee director Restricted Stock Unit grant agreement
   
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101** The following financial information from Wireless Telecom Group, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2018,2019, filed on May 9, 2018,August 13, 2019, formatted in Extensible Business Reporting Language (XBRL): (i)  Condensed Consolidated Balance Sheets, (ii) Condensed  Consolidated Statements of Operations and Comprehensive Income/(Loss), (iii)  Condensed Consolidated Statements of Cash Flows, (iv) Condensed  Consolidated Statements of Shareholders’ Equity, and (v) the Notes to the Condensed  Consolidated Financial Statements.
   
101.INS** XBRL INSTANCE DOCUMENT
   
101.SCH** XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
   
101.CAL** XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
   
101.DEF** XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
   
101.LAB** XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
   
101.PRE** XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

** Furnished herewith.

 *Constitutes a management compensatory agreement.
25 
**Furnished herewith.
30

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.

 

 WIRELESS TELECOM GROUP, INC.
  
Dated: August 13, 2019  
 Dated:August 9, 2018
By:/s/ Timothy Whelan
  Timothy Whelan
  Chief Executive Officer
Dated:August 9, 2018
By:/s/ Michael Kandell
Michael Kandell
Chief Financial Officer
31

EXHIBIT INDEX

Exhibits
Number No.
Exhibit Description
   
10.1*Dated: August 13, 2019 Form of non-employee director Restricted Stock Unit grant agreement
By:/s/ Michael Kandell
Michael Kandell
Chief Financial Officer

EXHIBIT INDEX

Exhibits
NumberExhibit Description
   
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101** The following financial information from Wireless Telecom Group, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2018,2019, filed on May 9, 2018,August 13, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss), (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Shareholders’ Equity, and (v) the Notes to the Condensed Consolidated Financial Statements.
   
101.INS** XBRL INSTANCE DOCUMENT
   
101.SCH** XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
   
101.CAL** XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
   
101.DEF** XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
   
101.LAB** XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
   
101.PRE** XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
*Constitutes a management compensatory agreement.
**Furnished herewith.
32