Wireless Telecom (WTT) 10-Q 13 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Borrowing Base Eligibility Percentage
Entity Registrant Name	WIRELESS TELECOM GROUP INC
Entity Central Index Key	0000878828
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,647,571
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash & Cash Equivalents	$ 3,205	$ 4,245
Accounts Receivable - net of reserves of $64 and $69, respectively	6,548	6,152
Inventories - net of reserves of $978 and $969, respectively	8,600	7,325
Prepaid Expenses and Other Current Assets	1,981	1,871
TOTAL CURRENT ASSETS	20,334	19,593
PROPERTY PLANT AND EQUIPMENT - NET	2,100	2,147
OTHER ASSETS
Goodwill	13,550	10,069
Acquired Intangible Assets, net	6,297	2,219
Deferred Income Taxes	6,045	6,013
Right Of Use Assets	2,096	1,436
Other	820	874
TOTAL OTHER ASSETS	28,808	20,611
TOTAL ASSETS	51,242	42,351
CURRENT LIABILITIES
Short Term Debt	2,040	2,696
Accounts Payable	2,550	2,227
Short Term Leases	533	440
Accrued Expenses and Other Current Liabilities	5,251	2,657
Deferred Revenue	60	42
TOTAL CURRENT LIABILITIES	10,434	8,062
LONG TERM LIABILITIES
Long Term Debt	7,347
Long Term Leases	1,606	1,018
Other Long Term Liabilities	103	77
Deferred Tax Liability	472	503
TOTAL LONG TERM LIABILITIES	9,528	1,598
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 34,835,571 and 34,488,252 shares issued, 21,647,571 and 21,300,252 shares outstanding	348	345
Additional Paid in Capital	49,756	49,062
Retained Earnings	5,995	7,142
Treasury Stock at Cost, 13,188,000 shares	(24,535)	(24,509)
Accumulated Other Comprehensive Income	(284)	651
TOTAL SHAREHOLDERS' EQUITY	31,280	32,691
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 51,242	$ 42,351

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, reserves	$ 64	$ 69
Inventories, reserves	$ 978	$ 969
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	34,835,571	34,488,252
Common stock, shares outstanding	21,647,571	21,300,252
Treasury stock, shares	13,188,000	13,188,000

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
NET REVENUES	$ 9,429	$ 13,032
COST OF REVENUES	5,001	7,305
GROSS PROFIT	4,428	5,727
Operating Expenses
Research and Development	1,578	1,714
Sales and Marketing	1,717	1,937
General and Administrative	2,487	2,474
Total Operating Expenses	5,782	6,125
Operating Loss	(1,354)	(398)
Other Income	239	31
Interest Expense	(225)	(115)
Loss Before Taxes	(1,340)	(482)
Tax Benefit	(193)	(138)
Net Loss	(1,147)	(344)
Other Comprehensive Income/(Loss):
Foreign Currency Translation Adjustments	(935)	305
Comprehensive Loss	$ (2,082)	$ (39)
Loss Per Share:
Basic	$ (0.05)	$ (0.02)
Diluted	$ (0.05)	$ (0.02)
Weighted Average Shares Outstanding:
Basic	21,398,000	20,973,000
Diluted	21,398,000	20,973,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS USED BY OPERATING ACTIVITIES
Net Loss	$ (1,147)	$ (344)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and Amortization	524	549
Amortization of Debt Issuance Fees	63	16
Share-based Compensation Expense	81	209
Deferred Rent	(7)	(6)
Deferred Income Taxes	(32)	(159)
Provision for Doubtful Accounts	(5)	18
Inventory Reserves	21	47
Changes in Assets and Liabilities, Net of Acquisition:
Accounts Receivable	58	(3,456)
Inventories	(127)	(916)
Prepaid Expenses and Other Assets	355	792
Accounts Payable	230	1,888
Payment of Contingent Consideration		(772)
Accrued Expenses and Other Liabilities	(143)	(1,235)
Net Cash Used by Operating Activities	(129)	(3,369)
CASH FLOWS USED BY INVESTING ACTIVITIES
Capital Expenditures	(51)	(128)
Acquisition of Business, Net of Cash Acquired	(7,189)	(426)
Net Cash Used by Investing Activities	(7,240)	(554)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Revolver Borrowings	8,073	9,788
Revolver Repayments	(8,471)	(7,715)
Term Loan Borrowings	8,400
Term Loan Repayments	(363)	(38)
Debt Issuance Fees	(1,056)
Payment of Contingent Consideration		(782)
Shares Withheld for Employee Taxes	(26)
Net Cash Provided by Financing Activities	6,557	1,253
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(228)	112
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(1,040)	(2,558)
Cash and Cash Equivalents, at Beginning of Period	4,245	5,015
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	3,205	2,457
SUPPLEMENTAL INFORMATION:
Cash Paid During the Period for Interest	146	41
Cash Paid During the Period for Income Taxes	$ 28	$ 26

Consolidated Statement of Share

Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income/(Loss) [Member]	Total
Balance at Dec. 31, 2018	$ 344	$ 48,479	$ 7,556	$ (24,509)	$ 112	$ 31,982
Balance, shares at Dec. 31, 2018	34,393,252
Net Income/(Loss)			(344)			(344)
Issuance of Restricted Stock	$ 1	(1)
Issuance of Restricted Stock, Shares	95,000
Share-based Compensation Expense		209				209
Cumulative Translation Adjustment					305	305
Shares Withheld for Employee Taxes
Balance at Mar. 31, 2019	$ 345	48,687	7,212	(24,509)	417	32,152
Balance, shares at Mar. 31, 2019	34,488,252
Balance at Dec. 31, 2019	$ 345	49,062	7,142	(24,509)	651	32,691
Balance, shares at Dec. 31, 2019	34,488,252
Net Income/(Loss)			(1,147)			(1,147)
Share-based Compensation Expense		81				81
Cumulative Translation Adjustment					(935)	(935)
Issuance of Shares in Connection with Holzworth Acquisition	$ 3	462				465
Issuance of Shares in Connection with Holzworth Acquisition, Shares	347,319
Issuance of Warrants in Connection with Term Debt		151				151
Shares Withheld for Employee Taxes				(26)		(26)
Balance at Mar. 31, 2020	$ 348	$ 49,756	$ 5,995	$ (24,535)	$ (284)	$ 31,280
Balance, shares at Mar. 31, 2020	34,835,571

Summary of Significant Accounti

Summary of Significant Accounting Principles and Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Principles and Policies	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”), specializes in the design and manufacture of advanced radio frequency and microwave devices which enable the development, testing and deployment of wireless technology. The Company provides unique, highly customized and configured solutions which drive innovation across a wide range of traditional and emerging wireless technologies. In 2019, Wireless Telecom Group was comprised of four brands – Microlab, Boonton, Noisecom, and CommAgility – organized into three reporting segments – Network Solutions, Test and Measurement and Embedded Solutions. Since our acquisition of Holzworth Instrumentation, Inc. (“Holzworth”) in February of 2020 (see Note 3), we are also offering the Holzworth brand in our Test and Measurement segment. Our customers include wireless carriers, defense contractors, military and government agencies, satellite communication companies, network equipment manufacturers, tower companies, semiconductor device manufacturers, system integrators and medical device manufacturers. Our products include components, modules, systems and instruments used across the lifecycle of wireless connectivity and communication development, deployment and testing. Our customers use these products in relation to commercial infrastructure development, the expansion and upgrade of distributed antenna systems, deployment of small cell technology, use of medical devices and private long term evolution (“LTE”) networks. In addition, the Company’s products are used in the development and testing of satellite communication systems, radar systems, semiconductor devices, automotive electronics and avionics. The consolidated balance sheet as of March 31, 2020, the consolidated statements of operations and comprehensive income/(loss) for the three months ended March 31, 2020 and 2019, the consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 and the consolidated statement of shareholders’ equity for the three months ended March 31, 2020 and 2019 have been prepared by the Company without audit. The consolidated 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”), Holzworth Instrumentation, Inc. (“Holzworth”), 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 of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton, Noisecom and Holzworth. The Embedded Solutions segment is comprised of the operations of CommAgility. It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s latest annual report (Form 10-K). The Company’s fiscal periods are based on the calendar year. Except as otherwise specified, references to “first quarter(s)” or “three months” indicate the Company’s fiscal periods ending March 31, 2020 and March 31, 2019, and references to “year-end” indicate the fiscal year ended December 31, 2019. Consolidated Financial Statements In the opinion of management, the accompanying consolidated 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, 2019. 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 months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. Critical Accounting Estimates The preparation of our consolidated financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. We base our assumptions, judgements and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. As least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance related to the COVID-19 pandemic that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of May 13, 2020, the date of issuance of this Quarterly Report on Form 10-Q. Although disruptions related to the Covid-19 pandemic did not have a material adverse impact on our financial results for the first quarter of fiscal 2020, there is significant uncertainty around sales, cash collections, costs related to our mediation efforts and costs and timing related to anticipated easing of shelter-in-place and shut-down orders in the second quarter and going forward into the remainder of the fiscal year. These uncertainties include the duration and severity of the pandemic and containment measures and how our compliance with these measures will impact our day-to-day operations as well as that of our key customers, suppliers (including contract manufacturers) and other counterparties. Our accounting estimates and judgements may change as new events occur and additional information becomes available or is obtained. Furthermore, actual results could differ materially from our estimates as of the date of issuance of this Quarterly Report on Form 10-Q under different assumptions or conditions. For further information about our critical accounting estimates, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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 months ended March 31, 2020 and 2019, one customer accounted for approximately 13% and 31% of the Company’s consolidated revenues, respectively. At March 31, 2020, no one customer exceeded 10% of consolidated accounts receivable. At December 31, 2019, one customer exceeded 10% of consolidated gross accounts receivable at 13%. Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement (See Note 3) the Company may be required to pay additional purchase price in the form of deferred purchase price payment and an earn-out if certain financial targets are achieved for the years ending December 31, 2020 and December 31, 2021. As of March 31, 2020, the Company estimated the fair value of the deferred purchase price and earn-out remaining to be paid based on the 2020 and 2021 financial results to be $1.1 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 gross revenues and Adjusted EBITDA, as defined in the Holzworth Share Purchase Agreement, and 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 the 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 Holzworth or changes in the future, may result in different estimated amounts. Subsequent Events On May 4, 2020 the Company received $2.0 million pursuant to a loan from Bank of America N.A. under the Paycheck Protection Program (“PPP”) of the 2020 Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the Small Business Association (“SBA”). The loan has an interest rate of 1% and a term of 24 months. No payments are due for the first 6 months, although interest accrues, and monthly payments are due over the next 24 months to retire the loan plus accrued interest. Funds from the loan may only be used for certain purposes, including payroll, benefits, rent and utilities. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount of the loan upon application to the SBA for forgiveness by the Company. The Company can provide no assurance that the loan will be forgiven in whole or in part. The loan is evidenced by a promissory note, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The Company may prepay the loan at any time prior to maturity with no prepayment penalties. On May 4, 2020 the Company also entered into Amendment No. 6 to the Credit Facility with Bank of America N.A. and Amendment No. 1 to the Term Loan facility with Muzinich. The amendments allowed the Company to accept the PPP loan and provide that the PPP loan shall not be deemed to constitute “Debt” or “Indebtedness”, as defined, under the Credit Facility and the Term Loan Facility, respectively, as long as the proceeds of the PPP loan are used for allowable purposes under the provisions of the CARES Act and the PPP in order to permit the Company to obtain forgiveness of substantially all of the PPP loan. The amendments to the Credit Facility and Term Loan Facility also contain certain representations and warranties of the Company. There were no other subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements, and the notes thereto, through the date the financial statements were issued.

Accounting Pronouncements

Accounting Pronouncements	3 Months Ended
	Mar. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Accounting Pronouncements	NOTE 2 – Accounting Pronouncements Recently Adopted Accounting Standards There have been no changes to our significant accounting policies as described in the 2019 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) In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software, Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.”

Acquisition of Holzworth

Acquisition of Holzworth	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Acquisition of Holzworth	NOTE 3 – Acquisition of Holzworth On November 13, 2019 the Company entered into a Share Purchase Agreement with Holzworth Instrumentation Inc. (“Holzworth”), Jason Breitbarth, Joe Koebel, and Leyla Bly (collectively, the “Sellers”), and Jason Breitbarth, as the designated representative of the Sellers, as amended by a First Amendment to Share Purchase Agreement, dated January 31, 2020 (collectively, the “Share Purchase Agreement”). On February 7, 2020, the Company completed the acquisition (the “Acquisition”) of all of the outstanding shares of Holzworth, from the Sellers. Holzworth instruments which include signal generators and phased noise analyzers are used by government labs, the semiconductor industry, and network equipment providers, among others, in research and automated test environments. Holzworth is a complimentary business for our Test and Measurement segment with a common customer base and channel partners. For the three months ended March 31, 2020, net revenues of $1.0 million and operating income of $0.1 million, was included in the consolidated statements of operations and comprehensive income/(loss) related to the Holzworth business representing the results from the date of acquisition. The financial results of Holzworth are included in our Test and Measurement segment. For the three months ended March 31, 2020, the Company recorded $0.2 million of transaction expenses related to the Acquisition and these expenses were recognized in general and administrative expenses in the consolidated statements of operations and comprehensive income/(loss). The aggregate purchase price for the Acquisition is a maximum of $17.0 million, consisting of payments in cash and stock, deferred purchase price payments and contingent consideration in the form of an earnout. At the closing, the Company issued a promissory note, which required the Company to pay on the next business day $0.5 million of the purchase price by issuing 347,319 shares of its common stock (the “Stock Consideration”), and $8.0 million in cash (the “Cash Consideration”), reduced by an indemnification holdback of $0.8 million and payment of certain of Sellers’ transaction expenses and indebtedness of Holzworth. Additionally, the final purchase price is subject to adjustment based on the closing working capital amounts, as defined in the Share Purchase Agreement, of Holzworth as of the closing balance sheet date as compared to a defined target. The parties intend to make a 338(h)(10) election to treat the Acquisition as a purchase and sale of assets, and the Company has agreed to pay any incremental taxes of Sellers resulting from that election. There are two deferred purchase price payments that total $1.5 million. Each deferred payment may be reduced as provided in the Share Purchase Agreement if Holzworth’s EBITDA (as defined in the Share Purchase Agreement) for each fiscal year ending December 31, 2019 and December 31, 2020, respectively, is less than $1.25 million. Holzworth met the EBITDA target for the fiscal year ended December 31, 2019, and thereby earned the first deferred purchase price payment of $750,000 which is payable in three equal quarterly installments on March 31, 2020, June 30, 2020 and September 30, 2020, respectively. The Company did not make the first quarterly payment of $250,000 that was due on March 31, 2020 as the Company estimates it is owed approximately $300,000 in final purchase price adjustments, primarily as a result of the working capital adjustment. The second deferred purchase price payment of $750,000, if earned, is payable on March 31, 2021. The Company may also be required to pay additional amounts in cash and stock as earnout consideration. The first earnout payment will be equal to two times the amount, if any, by which Holzworth’s EBITDA for the fiscal year ending December 31, 2020 exceeds $1.25 million. The second earnout payment will be equal to two times the amount, if any, by which Holzworth’s EBITDA for the fiscal year ending December 31, 2021 exceeds the greater of $1.25 million or Holzworth’s EBITDA for the prior fiscal year. The aggregate earnout payments, if any, cannot exceed $7.0 million. Pursuant to the Share Purchase Agreement the Company entered into a lock-up and voting agreement (the “Lock-up and Voting Agreement”) with each of the Sellers. Pursuant to the Lock-up and Voting Agreement, each Seller agrees to restrict the sale, assignment, transfer, encumbrance or other disposition of its portion of the Stock Consideration (the “Lock-up Shares”). For a period commencing on the closing date of the Acquisition (the “Effective Date”) and ending on the date which is 36 calendar months following the Effective Date, each Seller agrees that, without the prior written consent by the Company, such Seller shall not sell, assign, transfer, encumber or otherwise dispose of the Lock-up Shares or enter into any swap, option or short sale, among other transactions. Upon the prior written consent of the Company, a Seller may transfer Lock-up Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the Seller or a family member; provided In addition, each Seller, subject to certain limitations, agrees, among other things, to appear at each meeting of the shareholders of the Company and vote all of such Seller’s Lock-up Shares (a) in favor or against any proposal presented to the shareholders in the same manner that the Company’s Board of Directors (the “Board”) recommends shareholders vote on such proposal and (b) in favor of any proposal presented to the shareholders with respect to an action of the Company, which the Board has approved, but as to which the Board has not made any recommendation, including in favor of any proposal to adjourn or postpone any meeting of the Company’s shareholders if such adjournment or postponement is conducted in accordance with the terms of the Lock-up and Voting Agreement. To the extent any shares of Company common stock are issued in payment of any Earnout Consideration (as defined in the Share Purchase Agreement) in accordance with the terms of the Share Purchase Agreement, such shares shall be subject to all applicable transfer restrictions, voting and other provisions set forth in the Lock-up and Voting Agreement, with the Effective Date with respect to such shares being the date such shares were issued; provided that, to the extent the portion of the first $1.5 million of Earnout Consideration that is paid in cash represents less than 30% of such Earnout Consideration, the portion of shares of Company common stock issued as Earnout Consideration constituting the difference between the cash percentage paid and 30% of the first $1.5 of Earnout Consideration shall not be considered Lock-Up Shares. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date our estimates are inherently uncertain and subject to refinement. Various valuation techniques were used to estimate the fair value of assets acquired and the liabilities assumed which use significant unobservable inputs, or Level 3 inputs as defined by the fair value hierarchy. Using these valuation approaches requires the Company to make significant estimates and assumptions. The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Acquisition. The final determination of the fair value of certain assets and liabilities will be completed within the one-year measurement period from the date of acquisition as required by ASC Topic 805 . Amounts Recognized as of Acquisition Date Cash at Close $ 7,219 Equity Issued at Close 465 Purchase Price Holdback 800 Working Capital Adjustment (295 ) Deferred Purchase Price 1,300 Contingent Consideration 555 Total Purchase Price 10,044 Cash 30 Accounts Receivable 485 Inventory 1,218 Intangible Assets 4,500 Other Assets 960 Fixed Assets 144 Accounts Payable (129 ) Accrued Expenses (425 ) Deferred Revenue (13 ) Other Long Term Liabilities (740 ) Net Assets Acquired 6,030 Goodwill $ 4,014 Goodwill is calculated as the excess of consideration paid over the net assets acquired and represents synergies, assembled workforce, organic growth and other benefits that are expected to arise from integrating Holzworth into our operations. The goodwill recorded in this transaction is expected to be tax deductible. The Company’s post acquisition consolidated goodwill is shown below (in thousands): Test and Measurement Network Solutions Embedded Total Balance as of December 31, 2019 $ - $ 1,351 $ 8,718 $ 10,069 Holzworth Acquisition 4,014 - - 4,014 Foreign Currency Translation - - (533 ) (533 ) Balance as of March 31, 2020 $ 4,014 $ 1,351 $ 8,185 $ 13,550 The following unaudited pro forma information presents the Company’s operations as if the Holzworth acquisition and related financing activities had occurred on January 1, 2019. The pro forma information includes the following adjustments (i) amortization of acquired intangible assets; (ii) interest expense incurred in connection with the Term Loan Facility (described in further detail in Note 4) used to finance the acquisition of Holzworth; and (iii) inclusion of acquisition-related expenses in the earliest period presented. The amounts related to Holzworth included in the following unaudited pro forma information are based on their historical results and, therefore, may not be indicative of the actual results when operated as part of the Company. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, the unaudited pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the Acquisition occurred as of the date indicated or that may be achieved in the future. The following table presents the unaudited pro forma consolidated results of operations for the Company for the three months ended March 31, 2020 and 2019 as though the Acquisition had been completed as of January 1, 2019 (in thousands, except per share amounts): Q1 2020 WTG Pro-forma Q1 2019 WTG Pro Forma Net Revenues $ 9,526 $ 13,899 Net Loss $ (1,272 ) $ (1,276 ) Earnings per Diluted Share $ (0.06 ) $ (0.06 )

Debt

Debt	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	NOTE 4 – Debt Debt consists of the following (in thousands): March 31, 2020 Revolver at LIBOR Plus Margin $ 1,956 Term Loan at LIBOR Plus Margin 8,379 Less: Debt Issuance Costs, Net of Amortization (802 ) Less: Fair Value of Warrants, Net of Amortization (146 ) Total Debt 9,387 Less: Debt Maturing Within One Year (2,040 ) Non-current Portion of Long Term Debt $ 7,347 Term Loan Payments by Period (in thousands): Remainder of 2020 $ 63 2021 84 2022 84 2023 84 2024 84 Thereafter 7,980 Total $ 8,379 In connection with the Holzworth Acquisition, on February 7, 2020, the Company, as borrower, and its subsidiaries, as guarantors, and Muzinich BDC, Inc., as lender (“Muzinich”), entered into a Term Loan Facility, which provides for a term loan in the principal amount of $8.4 million (the “Initial Term Loan”). All proceeds of the Initial Term Loan were used to fund the cash portion of the purchase price for the Holzworth acquisition. Principal payments on the Initial Term Loan are $21,000 per quarter with a balloon payment at maturity which is February 7, 2025. The term loan bears interest at LIBOR (subject to a floor of 1.0%) plus a margin of 7.25%. The Term Loan Facility includes an upfront fee of 2.50% of the aggregate principal amount of the Initial Term Loan. In connection with the Term Loan Facility the Company incurred costs of $830,000, including the aforementioned 2.5% upfront fee to Muzinich, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the loan. The Company may prepay the Initial Term Loan at any time. Prepayments made prior to (a) February 7, 2022 are subject to a prepayment premium in the amount of 2.0% of the prepaid principal amount and (b) February 7, 2023 are subject to a prepayment premium in the amount of 1.0% of the prepaid principal amount. The Company is required to make prepayments of the Initial Term Loan with the proceeds of certain asset dispositions, insurance recoveries and extraordinary receipts, subject to specified reinvestment rights. The Company is also required to make prepayments of the Initial Term Loan upon the issuance of certain indebtedness and to make an annual prepayment based upon the Company’s excess cash flow. Mandatory prepayments with asset sale, insurance or condemnation proceeds and excess cash flow may be made without penalty. Mandatory prepayments with the proceeds of indebtedness are subject to the same prepayment penalties as are applicable to voluntary prepayments. The Term Loan Facility provides for an additional $11.6 million term loan (the “Second Term Loan”) to be used for a second unannounced acquisition opportunity. (the “Additional Acquisition”). There can be no assurance that the Additional Acquisition will be completed. In the event the Additional Acquisition is completed, the Second Term Loan will be made available to the Company on the same terms and conditions as the Initial Term Loan, including interest rate, amortization schedule and financial covenants, subject to the payment of an additional upfront fee and satisfaction of customary conditions to funding. The Term Loan Facility is secured by liens on substantially all of the Company’s and its subsidiaries’ assets including a pledge of the equity interests in the Company’s subsidiaries. The Term Loan 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. In addition, the Company must maintain certain financial covenants typical for this type of arrangement, including a consolidated leverage ratio, a consolidated fixed charge coverage ratio and minimum liquidity of its foreign subsidiaries. The consolidated leverage ratio is defined as the ratio of total consolidated indebtedness, as defined, to consolidated EBITDA, as defined. The required leverage ratio starts at 4.75 to 1.0 for the twelve month periods ended March 31, 2020 and June 30, 2020, and decrease in various increments to 3.75 to 1.0 for the twelve months ended December 31, 2020, 2.75 to 1.0 for the twelve months ended December 31, 2021 and 2.0 to 1.0 for the twelve months ended December 31, 2022 and thereafter. The consolidated fixed charge coverage ratio is the ratio of consolidated EBITDA, as defined, less consolidated capital expenditures and cash income taxes paid to consolidated fixed charges, as defined, calculated on a twelve-month basis. The consolidated fixed charge coverage ratio for the twelve month periods ended March 31, 2020, June 30 2020 and September 30, 2020 must be 1.35 to 1 and increases in various increments on a quarterly basis to 1.5 to 1.0 for the twelve month period ended December 31, 2020 and 2021, and to 1.75 to 1.0 for the 12 months ending December 31, 2022 and thereafter. Lastly, the Company must maintain minimum liquidity, defined as cash and availability under the UK borrowing base, as defined, of $1.0 million over any trailing four-week period until such time as the foreign subsidiary has positive EBITDA, as defined, for three consecutive quarters and the Holzworth deferred purchase price has been paid in full. The Term Loan Facility also provides for a number of events of default, including, among others, nonpayment, bankruptcy, inaccuracy of representations and warranties, breach of covenant, change in control, entry of final judgement or order, breach of material contracts, and as long as the Company’s consolidated leverage ratio is greater than 1.0 to 1.0 (as calculated in accordance with the terms of the Term Loan Facility), the cessation of service of any two of Tim Whelan, Michael Kandell or Daniel Monopoli as Chief Executive Officer, Chief Financial Officer or Chief Technology Officer, respectively, of the Borrower without a satisfactory replacement within 60 days. Any exercise of remedies by Muzinich is subject to compliance with the intercreditor agreement entered into at the closing of the Term Loan Facility among the Company, Muzinich and Bank of America, N.A., as lender under the Credit Facility referenced below. The Company entered into a Credit Facility 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 percentage of eligible accounts receivable and inventory, as defined, subject to certain caps and limits. The borrowing base is calculated on a monthly basis and interest is calculated at LIBOR plus a margin. The proceeds of the Term Loan and Revolver were used to finance the acquisition of CommAgility in 2017. In connection with the Acquisition, on February 7, 2020, the Company and certain of its subsidiaries (the “Borrowers”), and Bank of America, N.A. entered into Amendment No. 5 (the “Amendment”) to the Credit Facility. By entering into the Amendment, Holzworth, together with CommAgility Limited, became borrowers under the Credit Facility. The obligations of the Borrowers under the Credit Facility are guaranteed by Wireless Telecom Group, Ltd. CommAgility Limited and Wireless Telecom Group, Ltd. are both wholly owned subsidiaries of the Company. The Amendment (a) effected certain modifications to the Credit Facility to accommodate the Acquisition, the Company’s incurrence of the Initial Term Loan and the granting of the related liens and security interests, (b) subject to the satisfaction of certain conditions precedent, made available to CommAgility an asset based revolving loan, subject to a borrowing base calculation applicable to CommAgility’s assets, of up to a maximum availability of $5.0 million (the “UK Revolver Commitment”), (c) reduced the interest rate margin applicable to revolving loans made under the Credit Facility from a range of 2.75% to 3.25% to a range of 2.00% to 2.50%, based on the Borrowers’ Fixed Charge Coverage Ratio (as defined in the Credit Facility) of the most recently completed fiscal quarter, (d) extended the Revolver Termination Date to March 31, 2023 and (e) conditioned the Borrowers’ ability to make certain debt payments under the Term Loan Facility (described above) upon compliance with a liquidity test. In all other material respects, the Credit Facility remains unchanged. Effectiveness of the Amendment was conditioned upon, among other things, the prepayment of the remaining principal balance (approximately $0.3 million) of the $0.8 million term loan made available under the Credit Facility and the payment of a closing fee in the amount of $25,000. The Borrowers satisfied all such conditions on February 7, 2020. In connection with the Amendment the Company incurred costs of $230,000 which are capitalized as other current and non-current assets in the Consolidated Balance Sheets and are being amortized over the term of the revolver. As of March 31, 2020, the interest rate on the Term Loan Facility was 8.99% and the interest rate on the Revolver was 3.63%. As of March 31, 2020, and the date hereof the Company is in compliance with all covenants of Credit Facility and Term Loan Facility. Issuance of Stock Warrants Pursuant to the Term Loan Facility, the Company issued a Warrant, dated February 7, 2020 (the “Warrant”), to Muzinich. Under the Warrant, Muzinich has the right to purchase 266,167 shares of common stock of the Company at an exercise price of $1.3923 per share (an aggregate value of approximately $370,588), based on a 90-day volume weighted average price for shares of stock of the Company (the “Warrant Stock”). The Warrant is exercisable for an indefinite period from the date of the Warrant and may be exercised on a cashless basis. The number of shares of common stock deliverable upon exercise of the Warrant is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events. In connection with the issuance of the Warrant, the Company granted Muzinich one demand registration right and piggyback registration rights with respect to the Warrant Stock, subject to certain exceptions. If the Additional Acquisition is consummated, the Company has agreed to issue to Muzinich at the closing of the Additional Acquisition an additional Warrant for the right to purchase 367,564 shares of common stock of the Company at an exercise price of $1.3923 per share (an aggregate value of approximately $511,765), based upon a 90-day volume weighted average price for shares of stock of the Company as of February 7, 2020 (the “Additional Warrant”). The Additional Warrant will contain the same terms and conditions as the Warrant, except that Muzinich will have only one demand registration right, subject to certain exceptions, with respect to shares of common stock of the Company issued under the Warrant and the Additional Warrant. The stock warrants issued to Muzinich are classified as equity. The fair value of the warrants, as calculated using the Black Scholes model as of the issuance date, was $150,000 and was recorded as a reduction to the carrying value of the debt. The significant inputs included in the Black Scholes calculation were a risk free rate of 1.41%, volatility of 48.7% and the stock price on date of grant of $1.34.

Leases

Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	NOTE 5 – Leases The following table presents information about the amount and timing of cash flows arising from the Company’s leases as of March 31, 2020: (in thousands) March 31, 2020 Maturity of Lease Liabilities Remainder of 2020 $ 488 2021 619 2022 637 2023 276 2024 158 Thereafter 231 Total Undiscounted operating lease payments 2,409 Less: imputed interest (269 ) Present Value of operating lease liabilities $ 2,140 Balance Sheet Classification Current lease liabilities $ 533 Long-term lease liabilities 1,606 Total operating lease liabilities $ 2,140 Other information Weighted-average remaining term (months) for operating leases 50 Weighted-average discount rate for operating leases 5.83 %

Disaggregated Revenue

Disaggregated Revenue	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Disaggregated Revenue	NOTE 6 – 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. For the three months ended March 31, 2020 and 2019, 99% of our revenue is recognized at a point in time. See details in the tables below (in thousands). Three Months Ended March 31, 2020 Network Test and Embedded Total Total Net Revenues by Revenue Type Passive and Active RF Components $ 4,268 $ - $ - $ 4,268 Signal Generators and Components - 1,820 - 1,820 Signal Analyzers and Power Meters - 1,565 - 1,565 Signal Processing Hardware - - 1,199 1,199 Software Licenses - - 108 108 Services 8 360 101 469 Total Net Revenue $ 4,276 $ 3,745 $ 1,408 $ 9,429 Total Net Revenues by Geographic Areas Americas $ 3,639 $ 2,578 $ 29 $ 6,246 EMEA 580 258 1,207 2,045 APAC 57 909 172 1,138 Total Net Revenue $ 4,276 $ 3,745 $ 1,408 $ 9,429 Three Months Ended March 31, 2019 Network Test and Embedded Total Total Net Revenues by Revenue Type Passive and Active RF Components $ 5,758 $ - $ - $ 5,758 Signal Generators and Components - 1,446 - 1,446 Signal Analyzers and Power Meters - 1,308 - 1,308 Signal Processing Hardware - - 4,058 4,058 Software Licenses - - 3 3 Services - 276 183 459 Total Net Revenue $ 5,758 $ 3,030 $ 4,244 $ 13,032 Total Net Revenues by Geographic Areas Americas $ 5,203 $ 1,804 $ 175 $ 7,182 EMEA 501 549 4,061 5,111 APAC 54 677 8 739 Total Net Revenue $ 5,758 $ 3,030 $ 4,244 $ 13,032

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 7 – Income Taxes The Company records deferred taxes in accordance with ASC 740, “ Accounting for Income Taxes 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 March 31, 2020 the Company’s net deferred tax asset of $5.5 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 12.9% for the three months ended March 31, 2020 was lower than the statutory rates in the United States and United Kingdom primarily due to the impact of research and development deductions in the UK. The effective rate of income tax benefit of 28.6% for the three months ended March 31, 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. Due to the Company’s federal and state net operating loss carryforwards the impact of GILTI did not result in a cash tax charge.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2020
Loss Per Share:
Earnings (Loss) Per Share	NOTE 8 – Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing 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 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, the weighted average number of unvested restricted shares, the weighted-average number of restricted stock units and the weighted average number of warrants to purchase common stock 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. For the Three Months Ended March 31, 2020 2019 Weighted average common shares outstanding 21,397,919 20,972,612 Potentially dilutive equity awards 388,668 708,736 Weighted average common shares outstanding, assuming dilution 21,786,587 21,681,348 The weighted average number of options and warrants to purchase common stock not included in diluted loss per share because the effects are anti-dilutive, or the performance condition was not met in 2020 was 2,192,945. The weighted average number of options to purchase common stock not included in diluted loss per share in 2019, because the effects are anti-dilutive or the performance condition was not met, was 1,455,000.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Inventories	NOTE 9 – Inventories Inventory carrying value is net of inventory reserves of $1.0 million at both March 31, 2020 and December 31, 2019. Inventories consist of (in thousands): March 31, December 31, Raw materials $ 4,444 $ 4,024 Work-in-process 573 406 Finished goods 3,583 2,895 $ 8,600 $ 7,325

Accounting for Stock Based Comp

Accounting for Stock Based Compensation	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Accounting for Stock Based Compensation	NOTE 10 - Accounting for Stock Based Compensation The Company’s results for the three-month periods ended March 31, 2020 and 2019 include $0.1 million and $0.2 million, respectively, related to stock based compensation expense. Such amounts have been included in the consolidated statement of operations and comprehensive income/(loss) within general and administrative expenses in operating expenses. The Company accounts for forfeitures when they occur. Incentive Compensation 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 March 31, 2020, there are approximately 1.7 million shares available for issuance under the 2012 Plan. 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. Outstanding Stock Options and Unvested Restricted Awards As of March 31, 2020, there were 1,950,000 service based stock options outstanding and 105,000 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 three months ended March 31, 2020) is 7,317 and have an exercise price of .78 per share. Additionally, as of March 31, 2020, there were 213,687 unvested restricted shares, 147,917 unvested restricted stock units and 125,000 vested restricted stock units outstanding.

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment Information	NOTE 11 – SEGMENT INFORMATION The operating businesses of the Company are segregated into three reportable segments: (1) Network Solutions, (2) Test and Measurement and (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 In 2019, the Test and Measurement segment was comprised primarily of the Company’s operations of the Noisecom product line and the operations of its subsidiary, Boonton. Since our acquisition of Holzworth in February of 2020, the Test and Measurement segment also includes the Holzworth product line. 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. Holzworth designs and manufactures specialty phased noise analyzers and signal generators for use primarily in research and automated test environments. Customers of the Test and Measurement segment include large defense contractors, semiconductor companies, network equipment providers and the U.S. and foreign governments. Embedded Solutions The Embedded Solutions segment is comprised of the operations of 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). Financial information by reportable segment for the respective periods is set forth below (in thousands): For the Three Months Ended March 31, 2020 2019 Net sales by segment: Network Solutions $ 4,276 $ 5,758 Test and Measurement 3,745 3,030 Embedded Solutions 1,408 4,244 Total consolidated net sales of reportable segments 9,429 13,032 Segment income (loss): Network Solutions 632 707 Test and Measurement 502 235 Embedded Solutions (1,240 ) (67 ) Income (loss) from reportable segments (106 ) 875 Other unallocated amounts: Corporate expenses (1,248 ) (1,272 ) Other (expenses) income - net 14 (85 ) Consolidated income/(loss) before Income tax provision/(benefit) $ (1,340 ) $ (482 ) Depreciation and amortization by segment: Network Solutions $ 84 $ 123 Test and Measurement 170 115 Embedded Solutions 270 311 Total depreciation and amortization for reportable segments 524 549 Capital expenditures by segment: Network Solutions 2 28 Test and Measurement 44 59 Embedded Solutions 5 41 Total consolidated capital expenditures by reportable segment $ 51 $ 128 March 31, December 31, Total assets by segment: Network Solutions $ 9,296 $ 9,610 Test and Measurement 18,809 7,380 Embedded Solutions 12,744 14,330 Total assets for reportable segments 40,849 31,320 Corporate assets, principally cash and cash equivalents and deferred income taxes 10,393 11,031 Total consolidated assets $ 51,242 $ 42,351

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12 – COMMITMENTS AND CONTINGENCIES Legal Proceeding As previously disclosed, on 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 and infringed Harris’ copyrighted “Work Product” (as defined in the Agreements) by offering for sale, marketing, and promoting techniques, capabilities, products and services that incorporate Work Product 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. Legal expenses incurred in connection with the arbitration from August 2019 are 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 March 31, 2020 from that previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019.

Summary of Significant Accoun_2

Summary of Significant Accounting Principles and Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation and Preparation	Basis of Presentation and Preparation Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), specializes in the design and manufacture of advanced radio frequency and microwave devices which enable the development, testing and deployment of wireless technology. The Company provides unique, highly customized and configured solutions which drive innovation across a wide range of traditional and emerging wireless technologies. In 2019, Wireless Telecom Group was comprised of four brands – Microlab, Boonton, Noisecom, and CommAgility – organized into three reporting segments – Network Solutions, Test and Measurement and Embedded Solutions. Since our acquisition of Holzworth Instrumentation, Inc. (“Holzworth”) in February of 2020 (see Note 3), we are also offering the Holzworth brand in our Test and Measurement segment. Our customers include wireless carriers, defense contractors, military and government agencies, satellite communication companies, network equipment manufacturers, tower companies, semiconductor device manufacturers, system integrators and medical device manufacturers. Our products include components, modules, systems and instruments used across the lifecycle of wireless connectivity and communication development, deployment and testing. Our customers use these products in relation to commercial infrastructure development, the expansion and upgrade of distributed antenna systems, deployment of small cell technology, use of medical devices and private long term evolution (“LTE”) networks. In addition, the Company’s products are used in the development and testing of satellite communication systems, radar systems, semiconductor devices, automotive electronics and avionics. The consolidated balance sheet as of March 31, 2020, the consolidated statements of operations and comprehensive income/(loss) for the three months ended March 31, 2020 and 2019, the consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 and the consolidated statement of shareholders’ equity for the three months ended March 31, 2020 and 2019 have been prepared by the Company without audit. The consolidated 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”), Holzworth Instrumentation, Inc. (“Holzworth”), 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 of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton, Noisecom and Holzworth. The Embedded Solutions segment is comprised of the operations of CommAgility. It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s latest annual report (Form 10-K). The Company’s fiscal periods are based on the calendar year. Except as otherwise specified, references to “first quarter(s)” or “three months” indicate the Company’s fiscal periods ending March 31, 2020 and March 31, 2019, and references to “year-end” indicate the fiscal year ended December 31, 2019.
Consolidated Financial Statements	Consolidated Financial Statements In the opinion of management, the accompanying consolidated 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, 2019. 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 months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Critical Accounting Estimates	Critical Accounting Estimates The preparation of our consolidated financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. We base our assumptions, judgements and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. As least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance related to the COVID-19 pandemic that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of May 13, 2020, the date of issuance of this Quarterly Report on Form 10-Q. Although disruptions related to the Covid-19 pandemic did not have a material adverse impact on our financial results for the first quarter of fiscal 2020, there is significant uncertainty around sales, cash collections, costs related to our mediation efforts and costs and timing related to anticipated easing of shelter-in-place and shut-down orders in the second quarter and going forward into the remainder of the fiscal year. These uncertainties include the duration and severity of the pandemic and containment measures and how our compliance with these measures will impact our day-to-day operations as well as that of our key customers, suppliers (including contract manufacturers) and other counterparties. Our accounting estimates and judgements may change as new events occur and additional information becomes available or is obtained. Furthermore, actual results could differ materially from our estimates as of the date of issuance of this Quarterly Report on Form 10-Q under different assumptions or conditions. For further information about our critical accounting estimates, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Concentration Risk	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 months ended March 31, 2020 and 2019, one customer accounted for approximately 13% and 31% of the Company’s consolidated revenues, respectively. At March 31, 2020, no one customer exceeded 10% of consolidated accounts receivable. At December 31, 2019, one customer exceeded 10% of consolidated gross accounts receivable at 13%.
Contingent Consideration	Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement (See Note 3) the Company may be required to pay additional purchase price in the form of deferred purchase price payment and an earn-out if certain financial targets are achieved for the years ending December 31, 2020 and December 31, 2021. As of March 31, 2020, the Company estimated the fair value of the deferred purchase price and earn-out remaining to be paid based on the 2020 and 2021 financial results to be $1.1 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 gross revenues and Adjusted EBITDA, as defined in the Holzworth Share Purchase Agreement, and 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 the 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 Holzworth or changes in the future, may result in different estimated amounts.
Subsequent Events	Subsequent Events On May 4, 2020 the Company received $2.0 million pursuant to a loan from Bank of America N.A. under the Paycheck Protection Program (“PPP”) of the 2020 Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the Small Business Association (“SBA”). The loan has an interest rate of 1% and a term of 24 months. No payments are due for the first 6 months, although interest accrues, and monthly payments are due over the next 24 months to retire the loan plus accrued interest. Funds from the loan may only be used for certain purposes, including payroll, benefits, rent and utilities. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount of the loan upon application to the SBA for forgiveness by the Company. The Company can provide no assurance that the loan will be forgiven in whole or in part. The loan is evidenced by a promissory note, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The Company may prepay the loan at any time prior to maturity with no prepayment penalties. On May 4, 2020 the Company also entered into Amendment No. 6 to the Credit Facility with Bank of America N.A. and Amendment No. 1 to the Term Loan facility with Muzinich. The amendments allowed the Company to accept the PPP loan and provide that the PPP loan shall not be deemed to constitute “Debt” or “Indebtedness”, as defined, under the Credit Facility and the Term Loan Facility, respectively, as long as the proceeds of the PPP loan are used for allowable purposes under the provisions of the CARES Act and the PPP in order to permit the Company to obtain forgiveness of substantially all of the PPP loan. The amendments to the Credit Facility and Term Loan Facility also contain certain representations and warranties of the Company. There were no other subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements, and the notes thereto, through the date the financial statements were issued.

Acquisition of Holzworth (Table

Acquisition of Holzworth (Tables)	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Schedule of Business Consideration	Any potential adjustments could be material in relation to the preliminary values presented below (in thousands): Amounts Recognized as of Acquisition Date Cash at Close $ 7,219 Equity Issued at Close 465 Purchase Price Holdback 800 Working Capital Adjustment (295 ) Deferred Purchase Price 1,300 Contingent Consideration 555 Total Purchase Price 10,044 Cash 30 Accounts Receivable 485 Inventory 1,218 Intangible Assets 4,500 Other Assets 960 Fixed Assets 144 Accounts Payable (129 ) Accrued Expenses (425 ) Deferred Revenue (13 ) Other Long Term Liabilities (740 ) Net Assets Acquired 6,030 Goodwill $ 4,014
Schedule of Post Acquisition Consolidated Goodwill	The Company’s post acquisition consolidated goodwill is shown below (in thousands): Test and Measurement Network Solutions Embedded Total Balance as of December 31, 2019 $ - $ 1,351 $ 8,718 $ 10,069 Holzworth Acquisition 4,014 - - 4,014 Foreign Currency Translation - - (533 ) (533 ) Balance as of March 31, 2020 $ 4,014 $ 1,351 $ 8,185 $ 13,550
Schedule of Pro-Forma for Operation	The following table presents the unaudited pro forma consolidated results of operations for the Company for the three months ended March 31, 2020 and 2019 as though the Acquisition had been completed as of January 1, 2019 (in thousands, except per share amounts): Q1 2020 WTG Pro-forma Q1 2019 WTG Pro Forma Net Revenues $ 9,526 $ 13,899 Net Loss $ (1,272 ) $ (1,276 ) Earnings per Diluted Share $ (0.06 ) $ (0.06 )

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of Debt	Debt consists of the following (in thousands): March 31, 2020 Revolver at LIBOR Plus Margin $ 1,956 Term Loan at LIBOR Plus Margin 8,379 Less: Debt Issuance Costs, Net of Amortization (802 ) Less: Fair Value of Warrants, Net of Amortization (146 ) Total Debt 9,387 Less: Debt Maturing Within One Year (2,040 ) Non-current Portion of Long Term Debt $ 7,347
Schedule of Term Loan Payments	Term Loan Payments by Period (in thousands): Remainder of 2020 $ 63 2021 84 2022 84 2023 84 2024 84 Thereafter 7,980 Total $ 8,379

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Schedule of Maturity of Operating Lease Liabilities	The following table presents information about the amount and timing of cash flows arising from the Company’s leases as of March 31, 2020: (in thousands) March 31, 2020 Maturity of Lease Liabilities Remainder of 2020 $ 488 2021 619 2022 637 2023 276 2024 158 Thereafter 231 Total Undiscounted operating lease payments 2,409 Less: imputed interest (269 ) Present Value of operating lease liabilities $ 2,140 Balance Sheet Classification Current lease liabilities $ 533 Long-term lease liabilities 1,606 Total operating lease liabilities $ 2,140 Other information Weighted-average remaining term (months) for operating leases 50 Weighted-average discount rate for operating leases 5.83 %

Disaggregated Revenue (Tables)

Disaggregated Revenue (Tables)	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenue	For the three months ended March 31, 2020 and 2019, 99% of our revenue is recognized at a point in time. See details in the tables below (in thousands). Three Months Ended March 31, 2020 Network Test and Embedded Total Total Net Revenues by Revenue Type Passive and Active RF Components $ 4,268 $ - $ - $ 4,268 Signal Generators and Components - 1,820 - 1,820 Signal Analyzers and Power Meters - 1,565 - 1,565 Signal Processing Hardware - - 1,199 1,199 Software Licenses - - 108 108 Services 8 360 101 469 Total Net Revenue $ 4,276 $ 3,745 $ 1,408 $ 9,429 Total Net Revenues by Geographic Areas Americas $ 3,639 $ 2,578 $ 29 $ 6,246 EMEA 580 258 1,207 2,045 APAC 57 909 172 1,138 Total Net Revenue $ 4,276 $ 3,745 $ 1,408 $ 9,429 Three Months Ended March 31, 2019 Network Test and Embedded Total Total Net Revenues by Revenue Type Passive and Active RF Components $ 5,758 $ - $ - $ 5,758 Signal Generators and Components - 1,446 - 1,446 Signal Analyzers and Power Meters - 1,308 - 1,308 Signal Processing Hardware - - 4,058 4,058 Software Licenses - - 3 3 Services - 276 183 459 Total Net Revenue $ 5,758 $ 3,030 $ 4,244 $ 13,032 Total Net Revenues by Geographic Areas Americas $ 5,203 $ 1,804 $ 175 $ 7,182 EMEA 501 549 4,061 5,111 APAC 54 677 8 739 Total Net Revenue $ 5,758 $ 3,030 $ 4,244 $ 13,032

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Loss Per Share:
Schedule of Weighted Average Common Shares Outstanding	In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. For the Three Months Ended March 31, 2020 2019 Weighted average common shares outstanding 21,397,919 20,972,612 Potentially dilutive equity awards 388,668 708,736 Weighted average common shares outstanding, assuming dilution 21,786,587 21,681,348

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories consist of (in thousands): March 31, December 31, Raw materials $ 4,444 $ 4,024 Work-in-process 573 406 Finished goods 3,583 2,895 $ 8,600 $ 7,325

Segment and Related Information

Segment and Related Information (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Schedule of Financial Information by Reportable Segment	Financial information by reportable segment for the respective periods is set forth below (in thousands): For the Three Months Ended March 31, 2020 2019 Net sales by segment: Network Solutions $ 4,276 $ 5,758 Test and Measurement 3,745 3,030 Embedded Solutions 1,408 4,244 Total consolidated net sales of reportable segments 9,429 13,032 Segment income (loss): Network Solutions 632 707 Test and Measurement 502 235 Embedded Solutions (1,240 ) (67 ) Income (loss) from reportable segments (106 ) 875 Other unallocated amounts: Corporate expenses (1,248 ) (1,272 ) Other (expenses) income - net 14 (85 ) Consolidated income/(loss) before Income tax provision/(benefit) $ (1,340 ) $ (482 ) Depreciation and amortization by segment: Network Solutions $ 84 $ 123 Test and Measurement 170 115 Embedded Solutions 270 311 Total depreciation and amortization for reportable segments 524 549 Capital expenditures by segment: Network Solutions 2 28 Test and Measurement 44 59 Embedded Solutions 5 41 Total consolidated capital expenditures by reportable segment $ 51 $ 128 March 31, December 31, Total assets by segment: Network Solutions $ 9,296 $ 9,610 Test and Measurement 18,809 7,380 Embedded Solutions 12,744 14,330 Total assets for reportable segments 40,849 31,320 Corporate assets, principally cash and cash equivalents and deferred income taxes 10,393 11,031 Total consolidated assets $ 51,242 $ 42,351

Summary of Significant Accoun_3

Summary of Significant Accounting Principles and Policies (Details Narrative) $ in Thousands	May 04, 2020USD ($)	Mar. 31, 2020USD ($)Integer	Mar. 31, 2019	Dec. 31, 2019
Number of reportable segments | Integer		3
Fair value of deferred purchase price and earn-out		$ 1,100
Subsequent Event [Member] | Paycheck Protection Program [Member]
Proceeds from loans	$ 2,000
Debt interest rate	1.00%
Debt instrument term	24 months
Debt instrument term, description	No payments are due for the first 6 months, although interest accrues, and monthly payments are due over the next 24 months to retire the loan plus accrued interest.
One Customer [Member] | Revenues [Member]
Concentration credit risk, percentage		13.00%	31.00%
One Customer [Member] | Accounts Receivable [Member]
Concentration credit risk, percentage				13.00%
No Customer [Member] | Accounts Receivable [Member]
Concentration credit risk, percentage		10.00%

Acquisition of Holzworth (Detai

Acquisition of Holzworth (Details Narrative) - USD ($) $ in Thousands	Feb. 07, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Net revenues		$ 9,429	$ 13,032
Operating income		(1,354)	$ (398)
Stock issued during period for acquisition		465
Holzworth Instrumentation Inc [Member]
Cash consideration	$ 10,044
Aggregate earnout payments	555
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member]
Net revenues		1,000
Operating income		100
Incidental transaction expenses paid		$ 200
Deferred purchase price payment	$ 1,500
Deferred purchase price payment, description	The first earnout payment will be equal to two times the amount, if any, by which Holzworth’s EBITDA for the fiscal year ending December 31, 2020 exceeds $1.25 million. The second earnout payment will be equal to two times the amount, if any, by which Holzworth’s EBITDA for the fiscal year ending December 31, 2021 exceeds the greater of $1.25 million or Holzworth’s EBITDA for the prior fiscal year
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | March 31, 2020 [Member]
Deferred purchase price payment	$ 250
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | June 30, 2020 [Member]
Deferred purchase price payment	250
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | September 30, 2020 [Member]
Deferred purchase price payment	250
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | March 31, 2021 [Member]
Deferred purchase price payment	750
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | Promissory Note [Member]
Stock issued during period for acquisition	$ 500
Stock issued during period for acquisition, shares	347,319
Cash consideration	$ 8,000
Indemnification holdback	800
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | Maximum [Member]
Aggregate purchase price for the Acquisition	17,000
Aggregate earnout payments	7,000
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | Minimum [Member]
Amount of EBITDA target to receive full deferred purchase price payments					$ 1,250
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | Minimum [Member] | Forecast [Member]
Amount of EBITDA target to receive full deferred purchase price payments				$ 1,250
Lock-up and Voting Agreement [Member] | Holzworth Instrumentation Inc [Member]
Aggregate earnout payments	$ 1,500
Percentage for earnout consideration	30.00%
Earnout consideration, description	To the extent any shares of Company common stock are issued in payment of any Earnout Consideration (as defined in the Share Purchase Agreement) in accordance with the terms of the Share Purchase Agreement, such shares shall be subject to all applicable transfer restrictions, voting and other provisions set forth in the Lock-up and Voting Agreement, with the Effective Date with respect to such shares being the date such shares were issued; provided that, to the extent the portion of the first $1.5 million of Earnout Consideration that is paid in cash represents less than 30% of such Earnout Consideration, the portion of shares of Company common stock issued as Earnout Consideration constituting the difference between the cash percentage paid and 30% of the first $1.5 of Earnout Consideration shall not be considered Lock-Up Shares.

Acquisition of Holzworth - Sche

Acquisition of Holzworth - Schedule of Business Consideration (Details) - USD ($) $ in Thousands	Feb. 07, 2020	Mar. 31, 2020	Dec. 31, 2019
Goodwill		$ 13,550	$ 10,069
Holzworth Instrumentation Inc [Member]
Cash at Close	$ 7,219
Equity Issued at Close	465
Purchase Price Holdback	800
Working Capital Adjustment	(295)
Deferred Purchase Price	1,300
Contingent Consideration	555
Total Purchase Price	10,044
Cash	30
Accounts Receivable	485
Inventory	1,218
Intangible Assets	4,500
Other Assets	960
Fixed Assets	144
Accounts Payable	(129)
Accrued Expenses	(425)
Deferred Revenue	(13)
Other Long Term Liabilities	(740)
Net Assets Acquired	6,030
Goodwill	$ 4,014

Acquisition of Holzworth - Sc_2

Acquisition of Holzworth - Schedule of Post-Acquisition Consolidated Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Opening Balance as of December 31, 2019	$ 10,069
Holzworth Acquisition	4,014
Foreign Currency Translation	291
Closing Balance as of March 31, 2020	13,550
Test and Measurement [Member]
Opening Balance as of December 31, 2019
Holzworth Acquisition	4,014
Foreign Currency Translation
Closing Balance as of March 31, 2020	4,014
Network Solutions [Member]
Opening Balance as of December 31, 2019	1,351
Holzworth Acquisition
Foreign Currency Translation
Closing Balance as of March 31, 2020	1,351
Embedded Solutions [Member]
Opening Balance as of December 31, 2019	8,718
Holzworth Acquisition
Foreign Currency Translation	(533)
Closing Balance as of March 31, 2020	$ 8,185

Acquisition of Holzworth - Sc_3

Acquisition of Holzworth - Schedule of Pro-Forma for Operation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Business Combinations [Abstract]
Net Revenues	$ 9,526	$ 13,899
Net Loss	$ (1,272)	$ (1,276)
Earnings per Diluted Share	$ (0.06)	$ (0.06)

Debt (Details Narrative)

Debt (Details Narrative) $ / shares in Units, $ in Thousands	Feb. 07, 2020USD ($)$ / sharesshares	Mar. 31, 2020	Feb. 16, 2017USD ($)
Muzinich BDC, Inc [Member] | Warrant [Member]
Fair value of warrants	$ 150,000
Muzinich BDC, Inc [Member] | Warrant [Member] | Risk Free Interest Rate [Member]
Warrants and rights outstanding, measurement input	1.41
Muzinich BDC, Inc [Member] | Warrant [Member] | Volatility [Member]
Warrants and rights outstanding, measurement input	48.7
Muzinich BDC, Inc [Member] | Warrant [Member] | Stock Price [Member]
Warrants and rights outstanding, stock price | $ / shares	$ 1.34
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member]
Debt instrument, face amount	$ 8,400
Principal payment	$ 21
Debt instrument, maturity date	Feb. 7, 2025
Percentage for upfront fee	2.50%
Debt incurred costs	$ 830
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member] | Warrant [Member]
Warrants to purchase common stock | shares	266,167
Warrants exercise price | $ / shares	$ 1.3923
Warrants to purchase common stock, value	$ 370,588
Warrants volume weighted average price, description	90-day volume weighted average price for shares of stock of the Company
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member] | February 7, 2022 [Member]
Prepayment premium, rate	2.00%
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member] | February 7, 2023 [Member]
Prepayment premium, rate	1.00%
Muzinich BDC, Inc [Member] | Initial Term Loan Facility [Member] | LIBOR [Member]
Loan bear interest at variable rate	7.25%
Loan bear interest at variable rate, description	The term loan bears interest at LIBOR (subject to a floor of 1.0%) plus a margin of 7.25%.
Muzinich BDC, Inc [Member] | Second Term Loan Facility [Member]
Debt instrument, face amount	$ 11,600
Muzinich BDC, Inc [Member] | Second Term Loan Facility [Member] | Additional Warrant [Member]
Warrants to purchase common stock | shares	367,564
Warrants exercise price | $ / shares	$ 1.3923
Warrants to purchase common stock, value	$ 511,765
Warrants volume weighted average price, description	90-day volume weighted average price for shares of stock of the Company
Muzinich BDC, Inc [Member] | Term Loan Facility [Member]
Loan covenant, description	The required leverage ratio starts at 4.75 to 1.0 for the twelve month periods ended March 31, 2020 and June 30, 2020, and decrease in various increments to 3.75 to 1.0 for the twelve months ended December 31, 2020, 2.75 to 1.0 for the twelve months ended December 31, 2021 and 2.0 to 1.0 for the twelve months ended December 31, 2022 and thereafter. The consolidated fixed charge coverage ratio is the ratio of consolidated EBITDA, as defined, less consolidated capital expenditures and cash income taxes paid to consolidated fixed charges, as defined, calculated on a twelve-month basis. The consolidated fixed charge coverage ratio for the twelve month periods ended March 31, 2020, June 30 2020 and September 30, 2020 must be 1.35 to 1 and increases in various increments on a quarterly basis to 1.5 to 1.0 for the twelve month period ended December 31, 2020 and 2021, and to 1.75 to 1.0 for the 12 months ending December 31, 2022 and thereafter. Lastly, the Company must maintain minimum liquidity, defined as cash and availability under the UK borrowing base, as defined, of $1.0 million over any trailing four-week period until such time as the foreign subsidiary has positive EBITDA, as defined, for three consecutive quarters and the Holzworth deferred purchase price has been paid in full. The Term Loan Facility also provides for a number of events of default, including, among others, nonpayment, bankruptcy, inaccuracy of representations and warranties, breach of covenant, change in control, entry of final judgement or order, breach of material contracts, and as long as the Company’s consolidated leverage ratio is greater than 1.0 to 1.0 (as calculated in accordance with the terms of the Term Loan Facility), the cessation of service of any two of Tim Whelan, Michael Kandell or Daniel Monopoli as Chief Executive Officer, Chief Financial Officer or Chief Technology Officer, respectively, of the Borrower without a satisfactory replacement within 60 days.
Muzinich BDC, Inc [Member] | Term Loan [Member]
Debt instrument interest rate		8.99%
Bank of America, N.A [Member] | Revolving Loan [Member]
Line of credit facility, maximum borrowing capacity			$ 9,000
Line of credit, rate		3.63%
Bank of America, N.A [Member] | Revolving Loan [Member] | Amendment No. 5 [Member]
Debt incurred costs	$ 230
Line of credit facility, maximum borrowing capacity	$ 5,000
Borrowers' fixed charge coverage ratio, description	Reduced the interest rate margin applicable to revolving loans made under the Credit Facility from a range of 2.75% to 3.25% to a range of 2.00% to 2.50%, based on the Borrowers’ Fixed Charge Coverage Ratio
Line of credit facility, maturity date	Mar. 31, 2023
Debt instrument closing fees	$ 25
Bank of America, N.A [Member] | Term Loan [Member]
Debt instrument, face amount			$ 800
Line of credit remaining balance	300
Line of credit	$ 800

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Less: Debt Issuance Costs, Net of Amortization	$ (802)
Less: Fair Value of Warrants, Net of Amortization	(146)
Total Debt	9,387
Debt Maturing Within One Year	(2,040)
Non-current Portion of Long Term Debt	7,347
Revolving Loan [Member]
Total Debt	1,956
Term Loan [Member]
Total Debt	$ 8,379

Debt - Schedule of Term Loan Pa

Debt - Schedule of Term Loan Payments (Details) $ in Thousands	Mar. 31, 2020USD ($)
Debt Disclosure [Abstract]
Remainder of 2020	$ 63
2021	84
2022	84
2023	84
2024	84
Thereafter	7,980
Total	$ 8,379

Leases - Schedule of Maturity o

Leases - Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Remainder of 2020	$ 488
2021	619
2022	637
2023	276
2024	158
Thereafter	231
Total Undiscounted operating lease payments	2,409
Less: imputed interest	(269)
Present Value of operating lease liabilities	2,140
Current lease liabilities	533	$ 440
Long-term lease liabilities	$ 1,606	$ 1,018
Weighted-average remaining lease term (months)	50 months
Weighted-average discount rate for operating leases	5.83%

Disaggregated Revenue (Details

Disaggregated Revenue (Details Narrative)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Transferred at Point in Time [Member]
Revenue recognized at a point in time (shipment), percentage	99.00%	99.00%

Disaggregated Revenue - Schedul

Disaggregated Revenue - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total Net Revenue	$ 9,429	$ 13,032
Americas [Member]
Total Net Revenue	6,246	7,182
EMEA [Member]
Total Net Revenue	2,045	5,111
APAC [Member]
Total Net Revenue	1,138	739
Passive and Active RF Components [Member]
Total Net Revenue	4,268	5,758
Signal Generators and Components [Member]
Total Net Revenue	1,820	1,446
Signal Analyzers and Power Meters [Member]
Total Net Revenue	1,565	1,308
Signal Processing Hardware [Member]
Total Net Revenue	1,199	4,058
Software Licenses [Member]
Total Net Revenue	108	3
Services [Member]
Total Net Revenue	469	459
Network Solutions [Member]
Total Net Revenue	4,276	5,758
Network Solutions [Member] | Americas [Member]
Total Net Revenue	3,639	5,203
Network Solutions [Member] | EMEA [Member]
Total Net Revenue	580	501
Network Solutions [Member] | APAC [Member]
Total Net Revenue	57	54
Network Solutions [Member] | Passive and Active RF Components [Member]
Total Net Revenue	4,268	5,758
Network Solutions [Member] | Signal Generators and Components [Member]
Total Net Revenue
Network Solutions [Member] | Signal Analyzers and Power Meters [Member]
Total Net Revenue
Network Solutions [Member] | Signal Processing Hardware [Member]
Total Net Revenue
Network Solutions [Member] | Software Licenses [Member]
Total Net Revenue
Network Solutions [Member] | Services [Member]
Total Net Revenue	8
Test and Measurement [Member]
Total Net Revenue	3,745	3,030
Test and Measurement [Member] | Americas [Member]
Total Net Revenue	2,578	1,804
Test and Measurement [Member] | EMEA [Member]
Total Net Revenue	258	549
Test and Measurement [Member] | APAC [Member]
Total Net Revenue	909	677
Test and Measurement [Member] | Passive and Active RF Components [Member]
Total Net Revenue
Test and Measurement [Member] | Signal Generators and Components [Member]
Total Net Revenue	1,820	1,446
Test and Measurement [Member] | Signal Analyzers and Power Meters [Member]
Total Net Revenue	1,565	1,308
Test and Measurement [Member] | Signal Processing Hardware [Member]
Total Net Revenue
Test and Measurement [Member] | Software Licenses [Member]
Total Net Revenue
Test and Measurement [Member] | Services [Member]
Total Net Revenue	360	276
Embedded Solutions [Member]
Total Net Revenue	1,408	4,244
Embedded Solutions [Member] | Americas [Member]
Total Net Revenue	29	175
Embedded Solutions [Member] | EMEA [Member]
Total Net Revenue	1,207	4,061
Embedded Solutions [Member] | APAC [Member]
Total Net Revenue	172	8
Embedded Solutions [Member] | Passive and Active RF Components [Member]
Total Net Revenue
Embedded Solutions [Member] | Signal Generators and Components [Member]
Total Net Revenue
Embedded Solutions [Member] | Signal Analyzers and Power Meters [Member]
Total Net Revenue
Embedded Solutions [Member] | Signal Processing Hardware [Member]
Total Net Revenue	1,199	4,058
Embedded Solutions [Member] | Software Licenses [Member]
Total Net Revenue	108	3
Embedded Solutions [Member] | Services [Member]
Total Net Revenue	$ 101	$ 183

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Net deferred tax asset	$ 5,500
Net of a valuation allowance	$ 6,700
Effective rate of income tax benefit	12.90%	28.60%

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Loss Per Share:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,192,945	1,455,000

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Weighted Average Common Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Loss Per Share:
Weighted average common shares outstanding	21,398,000	20,973,000
Potentially dilutive equity awards	388,668	708,736
Weighted average common shares outstanding, assuming dilution	21,786,587	21,681,348

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Inventory Disclosure [Abstract]
Inventory Valuation Reserves	$ 978	$ 969	$ 1,000

Inventories - Schedule of Inven

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 4,444	$ 4,024
Work-in-process	573	406
Finished goods	3,583	2,895
Inventory net	$ 8,600	$ 7,325

Accounting for Stock Based Co_2

Accounting for Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2012	Dec. 31, 2019	Sep. 30, 2014
Stock based compensation expense	$ 100	$ 200
Share-based payment arrangement, option, exercise price range, lower range limit	$ 0.78
Share-based payment arrangement, option, exercise price range, upper range limit	$ 1.92
Incremental common shares attributable to dilutive effect of share-based payment arrangements	7,317
Incremental common shares attributable to dilutive effect of share-based payment arrangements, weighted average exercise price	$ 0.78
Service Based Stock Options [Member]
Stock options outstanding, shares	1,950,000
Performance Based Stock Options [Member]
Stock options outstanding, shares	105,000
Restricted Stock Award [Member]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number	213,687
Restricted Stock Units [Member]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number	147,917
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested, number	125,000
Initial 2012 Plan [Member]
Option, granted			2,000,000
2012 Plan [Member]
Shares available for future grants				1,700,000	1,600,000

Segment Information (Details Na

Segment Information (Details Narrative)	3 Months Ended
	Mar. 31, 2020Integer
Segment Reporting [Abstract]
Number of Reportable Segments	3

Segment Information - Schedule

Segment Information - Schedule of Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Total Net Revenue	$ 9,429	$ 13,032
Income (loss) from reportable segments	(106)	875
Corporate expenses	(1,248)	(1,272)
Other (expenses) income - net	14	(85)
Consolidated income/(loss) before Income tax provision/(benefit)	(1,340)	(482)
Total depreciation and amortization for reportable segments	524	549
Total consolidated capital expenditures by reportable segment	51	128
Total assets for reportable segments	40,849	31,320
Corporate assets, principally cash and cash equivalents and deferred income taxes	10,393	11,031
Total consolidated assets	51,242	42,351	$ 42,351
Network Solutions [Member]
Total Net Revenue	4,276	5,758
Income (loss) from reportable segments	632	707
Total depreciation and amortization for reportable segments	84	123
Total consolidated capital expenditures by reportable segment	2	28
Total assets for reportable segments	9,296	9,610
Test and Measurement [Member]
Total Net Revenue	3,745	3,030
Income (loss) from reportable segments	502	235
Total depreciation and amortization for reportable segments	170	115
Total consolidated capital expenditures by reportable segment	44	59
Total assets for reportable segments	18,809	7,380
Embedded Solution [Member]
Total Net Revenue	1,408	4,244
Income (loss) from reportable segments	(1,240)	(67)
Total depreciation and amortization for reportable segments	270	311
Total consolidated capital expenditures by reportable segment	5	41
Total assets for reportable segments	$ 12,744	$ 14,330

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) $ in Thousands	Jun. 05, 2019USD ($)
Harris Corporation [Member] | Maximum [Member]
Estimated possible loss	$ 250