Wireless Telecom (WTT) 10-Q 13 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 01, 2021
Cover [Abstract]
Entity Registrant Name	WIRELESS TELECOM GROUP INC
Entity Central Index Key	0000878828
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
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		21,660,318
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash & cash equivalents	$ 3,880	$ 4,910
Accounts receivable - net of reserves of $146 and $143, respectively	6,378	5,520
Inventories - net of reserves of $1,192 and $1,129 respectively	9,261	8,796
Prepaid expenses and other current assets	2,539	2,172
TOTAL CURRENT ASSETS	22,058	21,398
PROPERTY PLANT AND EQUIPMENT - NET	1,748	1,824
OTHER ASSETS
Goodwill	11,557	11,512
Acquired intangible assets, net	4,929	5,242
Deferred income taxes	5,701	5,701
Right of use assets	1,549	1,680
Other assets	557	561
TOTAL OTHER ASSETS	24,293	24,696
TOTAL ASSETS	48,099	47,918
CURRENT LIABILITIES
Short term debt	84	512
Accounts payable	2,118	1,546
Short term leases	546	534
Accrued expenses and other current liabilities	6,351	7,997
Deferred revenue	708	924
TOTAL CURRENT LIABILITIES	9,807	11,513
LONG TERM LIABILITIES
Long term debt	8,933	8,895
Long term leases	1,060	1,200
Other long term liabilities	2,128	82
Deferred tax liability	381	377
TOTAL LONG TERM LIABILITIES	12,502	10,554
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 34,888,904 and 34,888,904 shares issued, 21,660,318 and 21,669,361 shares outstanding	349	349
Additional paid in capital	50,277	50,163
Retained earnings	(1,179)	(946)
Treasury stock at cost, 13,228,586 and 13,219,543 shares	(24,573)	(24,556)
Accumulated other comprehensive income	916	841
TOTAL SHAREHOLDERS' EQUITY	25,790	25,851
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 48,099	$ 47,918

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, reserves	$ 146	$ 143
Inventories, reserves	$ 1,192	$ 1,129
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	34,888,904	34,888,904
Common stock, shares outstanding	21,660,318	21,669,361
Treasury stock, shares	13,228,586	13,219,543

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net revenues	$ 11,321	$ 9,429
Cost of revenues	5,376	5,001
Gross profit	5,945	4,428
Operating expenses
Research and development	1,382	1,578
Sales and marketing	1,713	1,717
General and administrative	2,862	2,487
Total operating expenses	5,957	5,782
Operating loss	(12)	(1,354)
Other income	24	239
Interest expense	(297)	(225)
Loss before taxes	(285)	(1,340)
Tax benefit	(52)	(193)
Net Loss	(233)	(1,147)
Other comprehensive income/(loss):
Foreign currency translation adjustments	75	(935)
Comprehensive loss	$ (158)	$ (2,082)
Loss per share:
Basic	$ (0.01)	$ (0.05)
Diluted	$ (0.01)	$ (0.05)
Weighted average shares outstanding:
Basic	21,742,000	21,398,000
Diluted	21,742,000	21,398,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS USED BY OPERATING ACTIVITIES
Net Loss	$ (233)	$ (1,147)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	530	524
Amortization of debt issuance fees	83	63
Share-based compensation expense	114	81
Deferred rent	(7)	(7)
Deferred income taxes		(32)
Provision for doubtful accounts	3	(5)
Inventory reserves	61	21
Changes in assets and liabilities, net of acquisition:
Accounts receivable	(853)	58
Inventories	(517)	(127)
Prepaid expenses and other assets	(254)	355
Accounts payable	606	230
Accrued expenses and other liabilities	235	(143)
Net cash used by operating activities	(232)	(129)
CASH FLOWS USED BY INVESTING ACTIVITIES
Capital expenditures	(144)	(51)
Acquisition of business, net of cash acquired	(200)	(7,189)
Net cash used by investing activities	(344)	(7,240)
CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES
Revolver borrowings		8,073
Revolver repayments		(8,471)
Term loan borrowings		8,400
Term loan repayments	(449)	(363)
Debt issuance fees		(1,056)
Shares withheld for employee taxes	(17)	(26)
Net cash provided/(used) by financing activities	(466)	6,557
Effect of Exchange Rate Changes on Cash and Cash Equivalents	12	(228)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,030)	(1,040)
Cash and Cash Equivalents, at Beginning of Period	4,910	4,245
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	3,880	3,205
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	213	146
Cash paid during the period for income taxes	$ 13	$ 28

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, 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)
Forfeiture of restricted stock
Forfeiture of restricted stock, shares	(16,667)
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)
Share-based compensation expense		81				81
Cumulative translation adjustment					(935)	(935)
Balance at Mar. 31, 2020	$ 348	49,756	5,995	(24,535)	(284)	31,280
Balance, shares at Mar. 31, 2020	34,818,904
Balance at Dec. 31, 2020	$ 349	50,163	(946)	(24,556)	841	25,851
Balance, shares at Dec. 31, 2020	34,888,904
Net income/(loss)			(233)			(233)
Shares withheld for employee taxes				(17)		(17)
Share-based compensation expense		114				114
Cumulative translation adjustment					75	75
Balance at Mar. 31, 2021	$ 349	$ 50,277	$ (1,179)	$ (24,573)	$ 916	$ 25,790
Balance, shares at Mar. 31, 2021	34,888,904

Summary of Significant Accounti

Summary of Significant Accounting Principles and Policies	3 Months Ended
	Mar. 31, 2021
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 (“RF”) 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. Our customers include wireless carriers, aerospace companies, defense contractors, military and government agencies, satellite communication companies, network equipment manufacturers, tower companies, semiconductor device manufacturers, system integrators, neutral host providers and medical device manufacturers. Our products include components, modules, instruments, systems and software 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”) and 5G 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 accompanying 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”). They have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in consolidation. 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 ended March 31, 2021 and March 31, 2020, and references to “year-end” indicate the fiscal year ended December 31, 2020. 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, 2020. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with US GAAP have been reduced for interim periods in accordance with SEC rules. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. 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 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. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. The COVID-19 pandemic continued to negatively impact the Company in the first quarter of 2021, with reduced order flow most notably in our Microlab and Boonton brands from periods prior to the pandemic. We believe this is attributable to the impact of the COVID-19 pandemic on customer spending for products related to these brands. Although disruptions related to the COVID-19 pandemic did not impact our estimates and judgements as of the date of this report, it is reasonably possible that 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, 2020. 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. 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. One customer accounted for 12.5% and 12.7% of the Company’s consolidated revenue for the three months ended March 31, 2021 and 2020, respectively. One customer accounted for 18.8% of consolidated accounts receivable as of March 31, 2021. At December 31, 2020, one customer accounted for 12.7% of consolidated accounts receivable. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. We believe the carrying value of the loan obtained under the Paycheck Protection Program approximates fair value due to the expected short term nature of the loan. Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement, the Company is required to pay additional purchase price in the form of deferred purchase price payments and an earnout based on Holzworth’s financial results for the year ended December 31, 2020. Additional earnout payments may be due if Holzworth achieves certain financial targets for the year ending December 31, 2021. The significant inputs used in this fair value estimate include estimated gross revenues and Adjusted EBITDA, as defined in the Holzworth Share Purchase Agreement, and scenarios for the earnout 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. The contingent consideration liabilities are considered a Level 3 fair value measurement. As of March 31, 2021, amounts due for the Holzworth deferred purchase price and earnout were $750,000 and $3.4 million, respectively. Subsequent Events There were no 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, 2021
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 2020 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 March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

Acquisition of Holzworth

Acquisition of Holzworth	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Acquisition of Holzworth	NOTE 3 – Acquisition of Holzworth On February 7, 2020 the Company completed the acquisition of all of the outstanding shares of Holzworth. 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 Boonton and Noisecom brands with a common customer base and channel partners. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations At closing, a portion of the purchase price was paid to the Sellers through the issuance of 347,319 shares of the Company’s common stock, valued at approximately $500,000 based upon a 90-day volume weighted average price for shares of stock of the Company. The shares issued to the Sellers are subject to Lock-up and Voting Agreements. During 2020, the Company paid $8.3 million in net cash to the Sellers consisting of $7.2 million in cash at close, $600,000 in indemnification holdback payments and $750,000 in deferred purchase price reduced by $292,000 of a working capital adjustment that was owed to the Company by the Sellers. The final indemnification holdback payment of $200,000 was paid on March 31, 2021. The Sellers earned a second deferred purchase price payment of $750,000 when Holzworth exceeded $1.25 million in EBITDA (as defined in the Share Purchase Agreement) for the twelve months ended December 31, 2020. Additionally, the Sellers earned $3.4 million in additional purchase price in the form of an earnout (“Year 1 Earnout”) which was also based on Holzworth’s EBITDA for the twelve months ended December 31, 2020. On February 19, 2021, the Company entered into the Second Amendment to Share Purchase Agreement (the “Second Amendment”) with Holzworth. The Second Amendment, among other things, converted the second deferred purchase price of $750,000 into unsecured seller notes with interest at an annual rate of 6.5% starting from April 1, 2021 until final payment. The payment date has been changed from March 31, 2021 to three equal installments of $250,000, plus accrued interest, due on July 1, 2021, October 1, 2021 and January 1, 2022. Additionally, the parties amended the payment dates of the earnout consideration. The payment date of the Year 1 Earnout has been amended from March 31, 2021 to (i) six (6) equal quarterly installments of 10% of the Year 1 Earnout payable on the last business day of each calendar quarter between June 30, 2021 and September 30, 2022 and (ii) one (1) installment payment equal to 40% of the Year 1 Earnout on December 31, 2022. The Year 1 Earnout is payable in cash or shares of the Company’s common stock based on the 90 trading day volume weighted average price immediately preceding final determination of the Year 1 Earnout or $2.19 per share. The estimated payment for the Year 1 Earnout is $3.4 million, of which $1.4 million is recorded in accrued expenses and other current liabilities and $2.0 million is recorded in other long term liabilities in the consolidated balance sheet as of March 31, 2021. The Company may also be required to pay additional amounts in cash and stock as earnout consideration based on Holzworth’s EBITDA for the fiscal year ending December 31, 2021 (“Year 2 Earnout”). The Year 2 Earnout will be equal to two times the amount, if any, by which Holzworth’s EBITDA for fiscal year December 31, 2021 exceeds Holzworth’s EBITDA for fiscal year 2020. Pursuant to the Second Amendment, the Year 2 Earnout is payable in four equal quarterly installments payable on the last business day of each calendar quarter between March 31, 2022 and December 31, 2022. The aggregate payments of the Year 1 Earnout and Year 2 Earnout cannot exceed $7.0 million and the aggregate purchase price cannot exceed $17.0 million. The following table summarizes the components of the purchase price and the allocation of the purchase price at fair value at the acquisition date (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 (292 ) Deferred purchase price 1,410 Contingent consideration 2,440 Total purchase price 12,042 Cash 30 Accounts receivable 514 Inventory 1,438 Intangible assets 4,260 Other assets 967 Fixed assets 144 Accounts payable (129 ) Accrued expenses (429 ) Deferred revenue (13 ) Other long term liabilities (740 ) Net assets acquired 6,042 Goodwill $ 6,000 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): Holzworth Microlab CommAgility Total Balance as of January 1, 2020 $ - $ 1,351 $ 8,718 $ 10,069 Holzworth acquisition 6,000 - - 6,000 Goodwill Impairment - - (4,742 ) (4,742 ) Foreign currency translation - - 185 185 Balance as of December 31, 2020 $ 6,000 $ 1,351 $ 4,161 $ 11,512 Foreign currency translation - - 45 45 Balance as of March 31, 2021 $ 6,000 $ 1,351 $ 4,206 $ 11,557

Debt

Debt	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt	NOTE 4 – Debt Debt consists of the following (in thousands): March 31, 2021 Revolver at LIBOR plus margin $ - Term loan at LIBOR plus margin 7,867 Less: Debt issuance costs, net of amortization (779 ) Less: Fair value of warrants, net of amortization (116 ) Paycheck Protection Program loan 2,045 Total Debt 9,017 Less: Debt maturing within one year (84 ) Non-current portion of long term debt $ 8,933 Term loan payments by period (in thousands): Remainder of 2021 $ 63 2022 2,129 2023 84 2024 84 2025 7,552 Thereafter - Total $ 9,912 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 Facility included 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 $1.0 million, including the aforementioned 2.50% 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. On May 4, 2020, the Company entered into the First Amendment to the Term Loan Facility which, among other things, amended the definition of “Indebtedness” to include the PPP (as defined below) loan as long as the proceeds are used for allowable purposes under the CARES Act, the receipt of the loan does not violate the Credit Facility and the Company submits an application for forgiveness and substantially all of the loan is forgiven. The Company submitted its application for forgiveness in the first quarter of 2021. On February 25, 2021, the Company and its subsidiaries entered into the Second Amendment to the Credit Agreement and Limited Waiver (“Amendment 2”) with Muzinich, in which Muzinich agreed to waive the Company’s obligation to comply with the consolidated leverage ratio and fixed charge coverage ratio financial covenants in the Term Loan Facility for the fiscal quarter ending December 31, 2020. We were not in compliance with such covenants primarily as a result of the impact the COVID-19 pandemic had on our consolidated financial results. Amendment 2, among other things, amended the definition of consolidated EBITDA to include certain cash tax benefits related to our U.K. tax jurisdiction and reduced our consolidated leverage ratio for the twelve month periods ended September 30, 2021 from 3.00 to 2.75, December 31, 2021 from 2.75 to 2.25, March 31, 2022 from 2.50 to 2.00 and June 30, 2022 from 2.25 to 2.00. Additionally, the interest rate margin was increased from 7.25% to 9.25% effective January 1, 2021 and will step down to 8.50% and 7.25% upon the Company achieving consolidated EBITDA on a trailing twelve-month basis of $4.0 million and $6.3 million, respectively. Muzinich and the Company also agreed on an excess cash flow payment of $428,000 which was made in March 2021 and Muzinich provided consent for the Company to change the deferred purchase price payments to and enter into notes with the Holzworth sellers in the amount of $750,000, as described above in Note 3. The Company entered into a Credit Facility with Bank of America, N.A. on February 16, 2017 (the “Credit Facility”), which provided for a term loan in the aggregate principal amount of $760,000 (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 a 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. Additionally, the Company prepaid the remaining principal balance of the BOA Term Loan in the amount of $304,000. On May 4, 2020, the Company, its subsidiaries and Bank of America entered into Amendment No. 6 which, among other things, amended the definition of “Debt” to include the PPP loan as long as the proceeds are used for allowable purposes under the CARES Act and the Company promptly submits an application for forgiveness and substantially all of the loan is forgiven. The Company submitted its application for forgiveness in the first quarter of 2021. On February 25, 2021, the Company, its subsidiaries and Bank of America entered into Amendment No. 7 which revised the Credit Facility to accommodate the changes to the deferred purchase price payments to and notes with the Holzworth sellers, as described above, and provided Bank of America’s consent to the Company entering into the Muzinich Second Amendment, as described above. As of March 31, 2021, the interest rate on the Term Loan Facility was 10.25% and the interest rate on the Revolver was 2.12%. The Company had zero drawn on the asset-based revolver as of March 31, 2021. As of March 31, 2021, and the date hereof the Company is in compliance with all covenants of the Credit Facility and the Term Loan Facility. 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. A repayment schedule has not yet been provided by Bank of America. Accordingly, the full amount of the term loan has been shown as due in May 2022. 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 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. As of March 31, 2021, the Company has applied for forgiveness of the loan, however, has elected to account for the loan in accordance with Accounting Standard Codification 470 Debt

Leases

Leases	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Leases	NOTE 5 – Leases The Company’s lease agreements consist of building leases for its operating locations and office equipment leases for printers and copiers with lease terms that range from less than 12 months to 8 years. At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company’s leases for office equipment such as printers and copiers contain lease and non-lease components (i.e. maintenance). The Company accounts for lease and non-lease components of office equipment as a single lease component. All of the Company’s leases are operating leases and are presented as right of use lease asset, short term lease liability and long term lease liability on the consolidated balance sheets as of March 31, 2021 and December 31, 2020. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rate. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the lease term and is included in cost of revenues and general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Income/(Loss). An initial right-of-use asset of $1.9 million was recognized as a non-cash asset addition with the adoption of the new lease accounting standard on January 1, 2019. With our acquisition of Holzworth on February 7, 2020, we acquired a right-of-use asset of $789,000. There have been no other right-of-use assets recognized since the date of adoption of the new lease standard. Cash paid for amounts included in the present value of operating lease liabilities was $164,000 and $151,000 during the three months ended March 31, 2021 and 2020, respectively, and was included in operating cash flows. Operating lease costs for the three months ended March 31, 2021 and March 31, 2020 were $276,000 and $247,000, respectively. The following table presents information about the amount and timing of cash flows arising from the Company’s leases as of March 31, 2021: (in thousands) March 31, 2021 Maturity of Lease Liabilities Remainder of 2021 $ 467 2022 637 2023 276 2024 158 2025 163 Thereafter 69 Total Undiscounted operating lease payments 1,770 Less: imputed interest (164 ) Present value of operating lease liabilities $ 1,606 Balance sheet classification Current lease liabilities $ 546 Long-term lease liabilities 1,060 Total operating lease liabilities $ 1,606 Other information Weighted-average remaining term (months) for operating leases 41 Weighted-average discount rate for operating leases 5.88 %

Revenue

Revenue	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue	NOTE 6 – Revenue Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time. Revenue from performance obligations that transferred at a point in time accounted for approximately 97% and 99% of the Company’s consolidated revenue for the three months ended March 31, 2021 and 2020, respectively. Nature of Products and Services Hardware The Company generally has one performance obligation in its arrangements involving the sales of radio frequency solutions, digital signal processing hardware, power meters, analyzers, noise/signal generators, phase noise analyzers and other components. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine when control has transferred to the customer, the Company also considers: ● when the Company has a present right to payment for the asset; ● when the Company has transferred physical possession of the asset to the customer; ● when the customer has the significant risks and rewards of ownership of the asset; and ● when the customer has accepted the asset. Software Arrangements involving licenses of software in the CommAgility brand may involve multiple performance obligations, most notably subsequent releases of the software. The Company has concluded that each software release in a multiple deliverable arrangement involving CommAgility software licenses is a distinct performance obligation and, accordingly, transaction price is allocated to each release when the customer obtains control of the software. Performance obligations that are not distinct at contract inception are combined. Specifically, with the Company’s sales of software, contracts that include customization may result in the combination of the customization services with the license as one distinct performance obligation and recognized over time. The duration of these performance obligations are typically one year or less. Services Arrangements involving calibration and repair services of the Company’s products are generally considered a single performance obligation and are recognized as the services are rendered. Shipping and Handling Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues. Significant Judgments For the Company’s more complex software and services arrangements, significant judgment is required in determining whether licenses and services are distinct performance obligations that should be accounted for separately or are not distinct and thus accounted for together. Further, in cases where we determine that performance obligations should be accounted for separately, judgment is required to determine the standalone selling price for each distinct performance obligation. Certain of the Company shipments include a limited return right. In accordance with Topic 606, the Company recognizes revenue net of expected returns. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets (unbilled revenue) or contract liabilities (deferred revenue) on the Company’s consolidated balance sheet. The Company records unbilled revenue when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Unbilled revenue was $210,000 and $260,000 as of March 31, 2021 and December 31, 2020, respectively, and recorded in prepaid expenses and other current assets. Deferred revenue was $708,000 and $924,000 as of March 31, 2021 and December 31, 2020, respectively. The decrease in deferred revenue from December 31, 2020 is primarily due to recognition of revenue for certain CommAgility projects involving multiple performance obligations. Disaggregated Revenue We disaggregate our revenue from contracts with customers by product family and geographic location as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (in thousands). Three Months Ended March 31, Three Months Ended March 31, Total net revenues by revenue type Passive and active RF components $ 3,134 $ 4,268 Signal generators and components 3,329 1,820 Signal analyzers and power meters 1,558 1,565 Signal processing hardware 1,483 1,199 Software licenses 990 108 Services 827 469 Total net revenue $ 11,321 $ 9,429 Total net revenues by geographic areas Americas $ 7,779 $ 6,246 EMEA 2,534 2,045 APAC 1,008 1,138 Total net revenue $ 11,321 $ 9,429

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
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 Company’s major tax jurisdictions are New Jersey, Colorado and the United Kingdom (“U.K.”). 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, 2021, the Company’s net deferred tax asset of approximately $5.3 million is net of a valuation allowance of approximately $7.7 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 Company recorded a tax benefit of $52,000 for the three months ended March 31, 2021, primarily due to the impact of estimated research and development deductions in the U.K. The effective rate of income tax benefit of 18.2% is lower than the statutory rate in the United States due to the impact of the research and development deductions in the U.K. 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 the U.K. primarily due to the impact of research and development deductions in the U.K.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2021
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, the number of shares issuable under the terms of the Holzworth earnout 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, 2021 2020 Weighted average common shares outstanding 21,741,550 21,397,919 Potentially dilutive equity awards 2,308,144 388,668 Weighted average common shares outstanding, assuming dilution 24,049,694 21,786,587 For the three months ended March 31, 2021, the weighted average number of options to purchase common stock not included in potentially dilutive equity awards because the effects are anti-dilutive, or the performance condition was not met was 1,320,000. The number of shares issuable under the terms of the Holzworth earnout, if all paid in shares of common stock, is 1,599,807 and is included in potentially dilutive equity awards in the chart above. For the three months ended March 31, 2020, the weighted average number of options and warrants to purchase common stock not included in potentially dilutive equity awards because the effects are anti-dilutive, or the performance condition was not met was 1,455,000.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2021
Loss per share:
Inventories	NOTE 9 – Inventories Inventory carrying value is net of inventory reserves of $1.2 million at March 31, 2021 and $1.1 million at December 31, 2020. Inventories consist of (in thousands): March 31, December 31, Raw materials $ 4,689 $ 4,644 Work-in-process 584 618 Finished goods 3,988 3,534 Total Inventory $ 9,261 $ 8,796

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2021
Accrued Expenses And Other Current Liabilities
Accrued Expenses and Other Current Liabilities	NOTE 10 – Accrued Expenses and Other Current Liabilities As of March 31, 2021, and December 31, 2020 accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31 Holzworth earnout – short term $ 1,369 $ 3,423 Payroll and related benefits 1,137 864 Goods received not invoiced 900 458 Holzworth deferred purchase price 750 950 Commissions 605 605 Sales and use and VAT tax 436 315 Professional fees 388 331 Returns reserve 248 212 Warranty reserve 140 140 Bonus 97 123 Harris arbitration liability - 116 Other 281 460 Total $ 6,351 $ 7,997

Accounting for Stock Based Comp

Accounting for Stock Based Compensation	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Accounting for Stock Based Compensation	NOTE 11 - Accounting for Stock Based Compensation The Company’s results for the three months ended March 31, 2021 and 2020 include $114,000 and $81,000, 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, 2021, there are approximately 226,000 shares available for issuance under the 2012 Plan.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12 – COMMITMENTS AND CONTINGENCIES There have been no material changes in our commitments and contingencies and risks and uncertainties as of March 31, 2021 from that previously disclosed in our annual report on Form 10-K for the year ended December 31, 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Principles and Policies (Policies)	3 Months Ended
	Mar. 31, 2021
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 (“RF”) 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. Our customers include wireless carriers, aerospace companies, defense contractors, military and government agencies, satellite communication companies, network equipment manufacturers, tower companies, semiconductor device manufacturers, system integrators, neutral host providers and medical device manufacturers. Our products include components, modules, instruments, systems and software 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”) and 5G 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 accompanying 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”). They have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in consolidation. 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 ended March 31, 2021 and March 31, 2020, and references to “year-end” indicate the fiscal year ended December 31, 2020.
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, 2020. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with US GAAP have been reduced for interim periods in accordance with SEC rules. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021.
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 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. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. The COVID-19 pandemic continued to negatively impact the Company in the first quarter of 2021, with reduced order flow most notably in our Microlab and Boonton brands from periods prior to the pandemic. We believe this is attributable to the impact of the COVID-19 pandemic on customer spending for products related to these brands. Although disruptions related to the COVID-19 pandemic did not impact our estimates and judgements as of the date of this report, it is reasonably possible that 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, 2020.
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. 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. One customer accounted for 12.5% and 12.7% of the Company’s consolidated revenue for the three months ended March 31, 2021 and 2020, respectively. One customer accounted for 18.8% of consolidated accounts receivable as of March 31, 2021. At December 31, 2020, one customer accounted for 12.7% of consolidated accounts receivable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. We believe the carrying value of the loan obtained under the Paycheck Protection Program approximates fair value due to the expected short term nature of the loan.
Contingent Consideration	Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement, the Company is required to pay additional purchase price in the form of deferred purchase price payments and an earnout based on Holzworth’s financial results for the year ended December 31, 2020. Additional earnout payments may be due if Holzworth achieves certain financial targets for the year ending December 31, 2021. The significant inputs used in this fair value estimate include estimated gross revenues and Adjusted EBITDA, as defined in the Holzworth Share Purchase Agreement, and scenarios for the earnout 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. The contingent consideration liabilities are considered a Level 3 fair value measurement. As of March 31, 2021, amounts due for the Holzworth deferred purchase price and earnout were $750,000 and $3.4 million, respectively.
Subsequent Events	Subsequent Events There were no 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, 2021
Accounting Changes and Error Corrections [Abstract]
Schedule of Business Consideration	The following table summarizes the components of the purchase price and the allocation of the purchase price at fair value at the acquisition date (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 (292 ) Deferred purchase price 1,410 Contingent consideration 2,440 Total purchase price 12,042 Cash 30 Accounts receivable 514 Inventory 1,438 Intangible assets 4,260 Other assets 967 Fixed assets 144 Accounts payable (129 ) Accrued expenses (429 ) Deferred revenue (13 ) Other long term liabilities (740 ) Net assets acquired 6,042 Goodwill $ 6,000
Schedule of Post Acquisition Consolidated Goodwill	The Company’s post acquisition consolidated goodwill is shown below (in thousands): Holzworth Microlab CommAgility Total Balance as of January 1, 2020 $ - $ 1,351 $ 8,718 $ 10,069 Holzworth acquisition 6,000 - - 6,000 Goodwill Impairment - - (4,742 ) (4,742 ) Foreign currency translation - - 185 185 Balance as of December 31, 2020 $ 6,000 $ 1,351 $ 4,161 $ 11,512 Foreign currency translation - - 45 45 Balance as of March 31, 2021 $ 6,000 $ 1,351 $ 4,206 $ 11,557

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Schedule of Debt	Debt consists of the following (in thousands): March 31, 2021 Revolver at LIBOR plus margin $ - Term loan at LIBOR plus margin 7,867 Less: Debt issuance costs, net of amortization (779 ) Less: Fair value of warrants, net of amortization (116 ) Paycheck Protection Program loan 2,045 Total Debt 9,017 Less: Debt maturing within one year (84 ) Non-current portion of long term debt $ 8,933
Schedule of Term Loan Payments	Term loan payments by period (in thousands): Remainder of 2021 $ 63 2022 2,129 2023 84 2024 84 2025 7,552 Thereafter - Total $ 9,912

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2021
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, 2021: (in thousands) March 31, 2021 Maturity of Lease Liabilities Remainder of 2021 $ 467 2022 637 2023 276 2024 158 2025 163 Thereafter 69 Total Undiscounted operating lease payments 1,770 Less: imputed interest (164 ) Present value of operating lease liabilities $ 1,606 Balance sheet classification Current lease liabilities $ 546 Long-term lease liabilities 1,060 Total operating lease liabilities $ 1,606 Other information Weighted-average remaining term (months) for operating leases 41 Weighted-average discount rate for operating leases 5.88 %

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenue	We disaggregate our revenue from contracts with customers by product family and geographic location as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (in thousands). Three Months Ended March 31, Three Months Ended March 31, Total net revenues by revenue type Passive and active RF components $ 3,134 $ 4,268 Signal generators and components 3,329 1,820 Signal analyzers and power meters 1,558 1,565 Signal processing hardware 1,483 1,199 Software licenses 990 108 Services 827 469 Total net revenue $ 11,321 $ 9,429 Total net revenues by geographic areas Americas $ 7,779 $ 6,246 EMEA 2,534 2,045 APAC 1,008 1,138 Total net revenue $ 11,321 $ 9,429

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
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, 2021 2020 Weighted average common shares outstanding 21,741,550 21,397,919 Potentially dilutive equity awards 2,308,144 388,668 Weighted average common shares outstanding, assuming dilution 24,049,694 21,786,587

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2021
Loss per share:
Schedule of Inventory	Inventories consist of (in thousands): March 31, December 31, Raw materials $ 4,689 $ 4,644 Work-in-process 584 618 Finished goods 3,988 3,534 Total Inventory $ 9,261 $ 8,796

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2021
Accrued Expenses And Other Current Liabilities
Schedule of Accrued Expenses and Other Current Liabilities	As of March 31, 2021, and December 31, 2020 accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31 Holzworth earnout – short term $ 1,369 $ 3,423 Payroll and related benefits 1,137 864 Goods received not invoiced 900 458 Holzworth deferred purchase price 750 950 Commissions 605 605 Sales and use and VAT tax 436 315 Professional fees 388 331 Returns reserve 248 212 Warranty reserve 140 140 Bonus 97 123 Harris arbitration liability - 116 Other 281 460 Total $ 6,351 $ 7,997

Summary of Significant Accoun_3

Summary of Significant Accounting Principles and Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Share Purchase Agreement [Member] | Holzworth Instrumentation Inc [Member] | Sellers [Member]
Deferred purchase price payment	$ 750		$ 750
Expected earnout payment	$ 3,400		$ 3,400
Revenues [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Concentration credit risk, percentage	12.50%	12.70%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Concentration credit risk, percentage	18.80%		12.70%

Acquisition of Holzworth (Detai

Acquisition of Holzworth (Details Narrative) - Holzworth Instrumentation Inc [Member] - USD ($) $ in Thousands	Feb. 19, 2021	Feb. 07, 2020	Mar. 31, 2021	Dec. 31, 2020
Cash consideration		$ 12,042
Working capital adjustment		292
Aggregate earnout payments		$ 2,440
Share Purchase Agreement [Member] | Maximum [Member]
Cash consideration				$ 17,000
Aggregate earnout payments				7,000
Share Purchase Agreement [Member] | Amendment 2 [Member] | Unsecured Seller Notes [Member]
Conversion of note	$ 750
Annual interest rate	6.50%
Debt maturity description	The payment date has been changed from March 31, 2021 to three equal installments of $250,000, plus accrued interest, due on July 1, 2021, October 1, 2021 and January 1, 2022.
Installments payments	$ 250
Share Purchase Agreement [Member] | Year 1 Earnout [Member] | Amendment 2 [Member]
Installment description	The payment date of the Year 1 Earnout has been amended from March 31, 2021 to (i) six (6) equal quarterly installments of 10% of the Year 1 Earnout payable on the last business day of each calendar quarter between June 30, 2021 and September 30, 2022 and (ii) one (1) installment payment equal to 40% of the Year 1 Earnout on December 31, 2022. The Year 1 Earnout is payable in cash or shares of the Company’s common stock based on the 90 trading day volume weighted average price immediately preceding final determination of the Year 1 Earnout or $2.19 per share.
Earnout payment amount	$ 3,400
Share Purchase Agreement [Member] | Year 1 Earnout [Member] | Amendment 2 [Member] | Accrued Expenses and Other Current Liabilities [Member]
Earnout payment amount	1,400
Share Purchase Agreement [Member] | Year 1 Earnout [Member] | Amendment 2 [Member] | Other Long Term Liabilities [Member]
Earnout payment amount	$ 2,000
Share Purchase Agreement [Member] | Year 2 Earnout [Member] | Amendment 2 [Member]
Installment description	Pursuant to the Second Amendment to the Share Purchase Agreement the Year 2 Earnout is payable in 4 equal quarterly installments payable on the last business day of each calendar quarter between March 31, 2022 and December 31, 2022.
Share Purchase Agreement [Member] | Sellers [Member]
Stock issued for common stock, shares		347,319
Stock issued for common stock		$ 500
Payments to sellers				8,300
Cash consideration				7,200
Payments for indemnification holdback			$ 200	600
Working capital adjustment				(292)
Deferred purchase price payment			750	750
Expected earnout payment			$ 3,400	3,400
Share Purchase Agreement [Member] | Sellers [Member] | Second Deferred Purchase Price [Member]
Expected deferred purchase price payment				750
Amount of EBITDA target to receive full deferred purchase price payments				$ 1,250

Acquisition of Holzworth - Sche

Acquisition of Holzworth - Schedule of Business Consideration (Details) - USD ($) $ in Thousands	Feb. 07, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill		$ 11,557	$ 11,512	$ 10,069
Holzworth Instrumentation Inc [Member]
Cash at close	$ 7,219
Equity issued at close	465
Purchase price holdback	800
Working capital adjustment	(292)
Deferred purchase price	1,410
Contingent consideration	2,440
Total purchase price	12,042
Cash	30
Accounts receivable	514
Inventory	1,438
Intangible assets	4,260
Other assets	967
Fixed assets	144
Accounts payable	(129)
Accrued expenses	(429)
Deferred revenue	(13)
Other long term liabilities	(740)
Net assets acquired	6,042
Goodwill	$ 6,000	$ 6,000	$ 6,000

Acquisition of Holzworth - Sc_2

Acquisition of Holzworth - Schedule of Post Acquisition Consolidated Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Opening balance	$ 11,512	$ 10,069
Holzworth acquisition		6,000
Goodwill impairment		(4,742)
Foreign currency translation	45	185
Closing balance	11,557	11,512
Holzworth Instrumentation Inc [Member]
Opening balance	6,000
Holzworth acquisition		6,000
Foreign currency translation
Closing balance	6,000	6,000
Microlab/FXR LLC [Member]
Opening balance	1,351	1,351
Holzworth acquisition
Foreign currency translation
Closing balance	1,351	1,351
CommAgility Limited [Member]
Opening balance	4,161	8,718
Holzworth acquisition
Goodwill impairment		(4,742)
Foreign currency translation	45	185
Closing balance	$ 4,206	$ 4,161

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands	Feb. 25, 2021	May 04, 2020	Feb. 07, 2020	Dec. 31, 2020	Jan. 31, 2021	Jan. 02, 2021	Feb. 16, 2017
Paycheck Protection Program Loan [Member]
Debt instrument, face amount		$ 2,000
Debt instrument, stated interest rate		1.00%
Loan description		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. A repayment schedule has not yet been provided by Bank of America. Accordingly, the full amount of the term loan has been shown as due in May 2022.
Debt instrument term		24 months
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			$ 1,000
Muzinich BDC, Inc [Member] | Term Loan Facility [Member] | Amendment 2 [Member]
Loan covenant, description	Leverage ratio for the twelve month periods ended September 30, 2021 from 3.00 to 2.75, December 31, 2021 from 2.75 to 2.25, March 31, 2022 from 2.50 to 2.00 and June 30, 2022 from 2.25 to 2.00.
Debt instrument, stated interest rate				7.25%		9.25%
Excess cash flow payment	$ 428
Deferred purchase price conversion to loan	$ 750
Muzinich BDC, Inc [Member] | Term Loan Facility [Member] | Amendment 2 [Member] | TTM $4Million EBITDA [Member]
Debt instrument, effective interest rate					8.50%
Muzinich BDC, Inc [Member] | Term Loan Facility [Member] | Amendment 2 [Member] | TTM $6.3Million EBITDA [Member]
Debt instrument, effective interest rate					7.25%
Muzinich BDC, Inc [Member] | Term Loan [Member]
Debt instrument, stated interest rate				10.25%
Bank of America, N.A [Member] | Revolving Loan [Member]
Line of credit facility, maximum borrowing capacity							$ 9,000
Line of credit, rate				2.12%
Bank of America, N.A [Member] | Term Loan [Member]
Debt instrument, face amount							$ 760
Prepayment of remaining prinicipal balance			$ 304

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Total Debt	$ 9,017
Less: Debt maturing within one year	(84)
Non-current portion of long term debt	8,933	$ 8,895
Revolving Loan [Member]
Total Debt
Term Loan [Member]
Less: Debt issuance costs, net of amortization	(779)
Less: Fair value of warrants, net of amortization	(116)
Total Debt	7,867
Paycheck Protection Program [Member]
Total Debt	$ 2,045

Debt - Schedule of Term Loan Pa

Debt - Schedule of Term Loan Payments (Details) $ in Thousands	Mar. 31, 2021USD ($)
Debt Disclosure [Abstract]
2021	$ 63
2022	2,129
2023	84
2024	84
2025	7,552
Thereafter
Total	$ 9,912

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Feb. 07, 2020	Jan. 02, 2019
Operating lease, right-of-use asset	$ 1,549		$ 1,680
Operating lease liabilities	164	$ 151
Operating lease costs	$ 276	$ 247
ASU 2016-02 [Member]
Operating lease, right-of-use asset					$ 1,900
ASU 2016-02 [Member] | Holzworth Instrumentation Inc [Member]
Operating lease, right-of-use asset				$ 789
Minimum [Member]
Operating lease, term	12 months
Maximum [Member]
Operating lease, term	8 years

Leases - Schedule of Maturity o

Leases - Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Remainder of 2021	$ 467
2022	637
2023	276
2024	158
2025	163
Thereafter	69
Total Undiscounted operating lease payments	1,770
Less: imputed interest	(164)
Present value of operating lease liabilities	1,606
Current lease liabilities	546	$ 534
Long-term lease liabilities	1,060	$ 1,200
Total operating lease liabilities	$ 1,606
Weighted-average remaining term (months) for operating leases	41 months
Weighted-average discount rate for operating leases	5.88%

Revenue (Details Narrative)

Revenue (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Prepaid expenses and other current assets	$ 2,539		$ 2,172
Deferred revenue	708		924
Net revenues	11,321	$ 9,429
Unbilled Revenue [Member]
Prepaid expenses and other current assets	$ 210		$ 260
Transferred at Point in Time [Member]
Revenue recognized at a point in time (shipment), percentage	97.00%	99.00%

Revenue - Schedule of Disaggreg

Revenue - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total net revenue	$ 11,321	$ 9,429
Americas [Member]
Total net revenue	7,779	6,246
EMEA [Member]
Total net revenue	2,534	2,045
APAC [Member]
Total net revenue	1,008	1,138
Passive and Active RF Components [Member]
Total net revenue	3,134	4,268
Signal Generators and Components [Member]
Total net revenue	3,329	1,820
Signal Analyzers and Power Meters [Member]
Total net revenue	1,558	1,565
Signal Processing Hardware [Member]
Total net revenue	1,483	1,199
Software Licenses [Member]
Total net revenue	990	108
Services [Member]
Total net revenue	$ 827	$ 469

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Deferred tax assets, net	$ 5,300
Deferred tax assets, valuation allowance	7,700
Income tax benefit	$ (52)	$ (193)
Effective income tax rate	18.20%	12.90%

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive securities excluded from computation of earnings, amount	1,320,000	1,455,000
Holzworth Instrumentation Inc [Member]
Weighted-average number of shares issuable under the terms of earnout	1,599,807

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Weighted Average Common Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Loss per share:
Weighted average common shares outstanding	21,742,000	21,398,000
Potentially dilutive equity awards	2,308,144	388,668
Weighted average common shares outstanding, assuming dilution	24,049,694	21,786,587

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory Valuation Reserves	$ 1,192	$ 1,129

Inventories - Schedule of Inven

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 4,689	$ 4,644
Work-in-process	584	618
Finished goods	3,988	3,534
Inventory net	$ 9,261	$ 8,796

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Holzworth earnout – short term	$ 1,369	$ 3,423
Payroll and related benefits	1,137	864
Goods received not invoiced	900	458
Holzworth deferred purchase price	750	950
Commissions	605	605
Sales and use and VAT tax	436	315
Professional fees	388	331
Returns reserve	248	212
Warranty reserve	140	140
Bonus	97	123
Harris arbitration liability		116
Other	281	460
Total	$ 6,351	$ 7,997

Accounting for Stock Based Co_2

Accounting for Stock Based Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Jun. 30, 2014
Stock based compensation expense	$ 114	$ 81
2012 Plan [Member]
Shares available for future grants	226,000
2012 Plan [Member] | Additional Shares [Member]
Shares available for future grants			1,600,000