Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-11916 | |
Entity Registrant Name | WIRELESS TELECOM GROUP, INC. | |
Entity Central Index Key | 0000878828 | |
Entity Tax Identification Number | 22-2582295 | |
Entity Incorporation, State or Country Code | NJ | |
Entity Address, Address Line One | 25 Eastmans Road | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | (973) | |
Local Phone Number | 386-9696 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | WTT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,972,009 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash & cash equivalents | $ 19,072 | $ 4,472 |
Accounts receivable - net of reserves of $180 and $196, respectively | 3,875 | 2,407 |
Inventories - net of reserves of $695 and $681, respectively | 4,976 | 5,088 |
Prepaid expenses and other current assets | 2,233 | 1,689 |
Current assets of discontinued operations | 6,869 | |
TOTAL CURRENT ASSETS | 30,156 | 20,525 |
PROPERTY PLANT AND EQUIPMENT - NET | 1,300 | 1,110 |
OTHER ASSETS | ||
Goodwill | 10,012 | 10,108 |
Acquired intangible assets, net | 3,418 | 3,661 |
Deferred income taxes | 2,314 | 5,580 |
Right of use assets | 1,007 | 1,146 |
Other assets | 290 | 284 |
Non current assets of discontinued operations | 1,937 | |
TOTAL OTHER ASSETS | 17,041 | 22,716 |
TOTAL ASSETS | 48,497 | 44,351 |
CURRENT LIABILITIES | ||
Short term debt | 62 | 126 |
Accounts payable | 1,470 | 1,481 |
Short term leases | 599 | 585 |
Accrued expenses and other current liabilities | 6,259 | 6,676 |
Deferred revenue | 89 | 408 |
Current liabilities of discontinued operations | 1,965 | |
TOTAL CURRENT LIABILITIES | 8,479 | 11,241 |
LONG TERM LIABILITIES | ||
Long term debt | 267 | 3,595 |
Long term leases | 462 | 615 |
Other long term liabilities | 52 | 52 |
Deferred tax liability | 222 | 228 |
TOTAL LONG TERM LIABILITIES | 1,003 | 4,490 |
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 36,230,636 and 35,915,636 shares issued, 22,972,009 and 22,666,072 shares outstanding | 362 | 359 |
Additional paid in capital | 51,906 | 51,555 |
Retained earnings | 10,751 | 554 |
Treasury stock at cost, 13,258,627 and 13,249,564 shares | (24,638) | (24,619) |
Accumulated other comprehensive income | 634 | 771 |
TOTAL SHAREHOLDERS’ EQUITY | 39,015 | 28,620 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 48,497 | $ 44,351 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserves | $ 180 | $ 196 |
Inventories, reserves | $ 695 | $ 681 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 36,230,636 | 35,915,636 |
Common stock, shares outstanding | 22,972,009 | 22,666,072 |
Treasury stock, shares | 13,258,627 | 13,249,564 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 7,596 | $ 8,184 |
Cost of revenues | 3,241 | 3,330 |
Gross profit | 4,355 | 4,854 |
Operating expenses | ||
Research and development | 1,159 | 1,156 |
Sales and marketing | 1,260 | 1,195 |
General and administrative | 3,392 | 2,853 |
Total operating expenses | 5,811 | 5,204 |
Operating loss | (1,456) | (350) |
Loss on extinguishment of debt | (792) | |
Other income/(expense) | 101 | 27 |
Interest expense | (177) | (297) |
Loss before taxes | (2,324) | (620) |
Tax benefit | (851) | (145) |
Net loss from continuing operations | (1,473) | (475) |
Net income from discontinued operations, net of taxes | 11,670 | 242 |
Net income/(loss) | 10,197 | (233) |
Other comprehensive income/(loss): | ||
Foreign currency translation adjustments | (137) | 75 |
Comprehensive income/(loss) | $ 10,060 | $ (158) |
Loss per share from continuing operations: | ||
Basic | $ (0.07) | $ (0.02) |
Diluted | (0.07) | (0.02) |
Basic | 0.52 | 0.01 |
Diluted | 0.47 | 0.01 |
Income/(loss) per share: | ||
Basic | 0.45 | (0.01) |
Diluted | $ 0.40 | $ (0.01) |
Weighted average shares outstanding: | ||
Basic | 22,603,330 | 21,741,550 |
Diluted | 25,070,386 | 24,049,694 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS USED BY OPERATING ACTIVITIES | ||
Net income/(loss) | $ 10,197 | $ (233) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 433 | 530 |
Loss on extinguishment of term debt | 792 | |
Gain on sale of Microlab | (16,403) | |
Amortization of debt issuance fees | 55 | 83 |
Share-based compensation expense | 330 | 114 |
Deferred rent | (7) | (7) |
Deferred income taxes | 3,265 | |
Provision for doubtful accounts | (16) | 3 |
Inventory reserves | 24 | 61 |
Changes in assets and liabilities, net of divestiture: | ||
Accounts receivable | (1,411) | (853) |
Inventories | (132) | (517) |
Prepaid expenses and other assets | (184) | (254) |
Accounts payable | 304 | 606 |
Deferred revenue | (317) | |
Accrued expenses and other liabilities | (505) | 235 |
Net cash used by operating activities | (3,575) | (232) |
CASH FLOWS PROVIDED/(USED) BY INVESTING ACTIVITIES | ||
Capital expenditures | (151) | (144) |
Deferred purchase price payment | (250) | (200) |
Divestiture of Microlab, net | 22,753 | |
Net cash provided/(used) by investing activities | 22,352 | (344) |
CASH FLOWS USED BY FINANCING ACTIVITIES | ||
Term loan repayments | (4,104) | (449) |
Proceeds from exercise of stock options | 24 | |
Shares withheld for employee taxes | (19) | (17) |
Net cash provided/(used) by financing activities | (4,099) | (466) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (78) | 12 |
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 14,600 | (1,030) |
Cash and Cash Equivalents, at Beginning of Period | 4,472 | 4,910 |
CASH AND CASH EQUIVALENTS, AT END OF PERIOD | 19,072 | 3,880 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid during the period for interest | 122 | 213 |
Cash paid during the period for income taxes | $ 12 | $ 13 |
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] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 349 | $ 50,163 | $ (946) | $ (24,556) | $ 841 | $ 25,851 |
Beginning 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 | ||||
Ending balance, value at Mar. 31, 2021 | $ 349 | 50,277 | (1,179) | (24,573) | 916 | 25,790 |
Ending balance, shares at Mar. 31, 2021 | 34,888,904 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 359 | 51,555 | 554 | (24,619) | 771 | 28,620 |
Beginning balance, shares at Dec. 31, 2021 | 35,915,636 | |||||
Net income/(loss) | 10,197 | 10,197 | ||||
Shares withheld for employee taxes | (19) | (19) | ||||
Share-based compensation expense | 330 | 330 | ||||
Cumulative translation adjustment | (137) | (137) | ||||
Issuance of shares in connection with stock options exercised | 24 | 24 | ||||
Issuance of shares in connection with stock options exercised, shares | 15,000 | |||||
Issuance of restricted stock | $ 3 | (3) | ||||
Issuance of restricted stock, shares | 300,000 | |||||
Ending balance, value at Mar. 31, 2022 | $ 362 | $ 51,906 | $ 10,751 | $ (24,638) | $ 634 | $ 39,015 |
Ending balance, shares at Mar. 31, 2022 | 36,230,636 |
Summary of Significant Accounti
Summary of Significant Accounting Principles and Policies | 3 Months Ended |
Mar. 31, 2022 | |
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. The consolidated financial statements for the 2021 fiscal year included the accounts of Wireless Telecom Group, Inc., doing business as, and operating under the trade name Noise Com, Inc., and its wholly owned subsidiaries including Boonton Electronics Corporation, Microlab/FXR, Wireless Telecommunications Ltd., CommAgility Limited and Holzworth Instrumentation, Inc. Noise Com, Inc., Boonton Electronics Corporation, Microlab/FXR, CommAgility Limited Ltd., and Holzworth Instrumentation, Inc. are hereinafter referred to as “Noisecom”, “Boonton”, “Microlab”, “CommAgility” and “Holzworth”, respectively. As more fully described in Note 3, on March 1, 2022, the Company completed the sale of Microlab to RF Industries, Ltd. In accordance with applicable accounting guidance, the results of Microlab are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of Microlab as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2021. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Our consolidated financial statements from continuing operations include the accounts of Noisecom, Boonton, Holzworth, and CommAgility and 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, 2022 and March 31, 2021, and references to “year-end” indicate the fiscal year ended December 31, 2021. 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, 2021. 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, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. 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 and the conflict between Russia and Ukraine have negatively impacted regional and global economies, disrupted global supply chains and created significant volatility and disruption of financial markets. Although these disruptions 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, 2021. 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 11.2% 17.4 One customer accounted for 19.3 10 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. Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement, the Company was required to pay additional purchase price in the form of an earnout based on Holzworth’s financial results for the years ended December 31, 2020 and 2021. As of March 31, 2022, the amount due for the Holzworth earnout was $ 2.9 Segments The Company evaluates its financial reporting in accordance with ASC 280 Segment Reporting. |
Accounting Pronouncements
Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
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 2021 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) |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3 – Discontinued Operations On March 1, 2022, the Company completed the sale of Microlab to RF Industries, Ltd (the “Transaction”). At closing, the Company received approximately $ 22.8 150,000 100,000 4.1 600,000 486,000 The Company terminated its Term Loan Facility with Muzinich BDC and Credit Facility with Bank of America N.A. as of the Transaction close date (see Note 4 below). Additionally, concurrent with the closing, the Company entered into a sublease with RF Industries, Ltd for approximately one-half of the square footage of our corporate headquarters in Parsippany, NJ (see Note 5 below). The Transaction will be treated as a sale of the assets and liabilities of Microlab to RF Industries, Ltd. for U.S. federal and applicable state income tax purposes. The Company has approximately $ 14.9 41.2 50 In accordance with Accounting Standards Codfication (“ASC”) 205-20 Discontinued Operations The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Discontinued Operation, Net of Tax Three months ended March 31, 2022 March 31, 2021 Net revenues $ 2,477 $ 3,137 Cost of revenues 1,626 2,046 Gross profit 851 1,091 Operating expenses 693 756 Gain on divestiture, net of expenses 16,403 - Income from Discontinued Operations before income taxes 16,561 335 Income tax expense 4,891 93 Income from Discontinued Operations, net of income taxes $ 11,670 $ 242 The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2021: Schedule of Assets and Liabilities Current Assets Accounts receivable, net $ 2,883 Inventories, net 3,986 Total current assets 6,869 Property, plant and equipment, net 421 Goodwill 1,351 Other non current assets 165 Total non current assets 1,937 Total assets $ 8,806 Current liabilities Accounts payable $ 783 Accrued expenses and other current liabilities 1,182 Total current liabilities $ 1,965 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented. Microlab depreciation expense for the three months ended March 31, 2021 and included in the consolidated statement of cash flow was $ 61,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4 – Debt Termination of Muzinich Term Loan Facility and Bank of America N.A. Credit Facility On March 1, 2022, the Company repaid in full and terminated that certain Credit Agreement dated February 7, 2020, among the Company, its subsidiaries and Muzinich BDC, Inc., as amended on May 4, 2020, February 25, 2021, May 27, 2021 and September 28, 2021 (the “Term Loan Facility”). The Company repaid the outstanding principal balance of $ 4.1 million and accrued interest thereon. Additionally, on March 1, 2022, the Company terminated that certain Loan and Security Agreement dated as of February 16, 2017 among the Company, its subsidiaries and Bank of America, as amended on June 30, 2017, January 23, 2019, February 27, 2019, November 8, 2019, February 7, 2020, May 1, 2020, February 25, 2021 and September 28, 2021 (the “Credit Facility”), which included an asset based revolving loan (“revolver”) which was subject to a borrowing base calculation. The outstanding balance of the revolver at March 1, 2022 was approximately $ 600,000 . The repayment of the Term Loan Facility and Revolver were funded by the proceeds of the Microlab divestiture. The Company accounted for the termination of the Term Loan Facility and Credit Facility as an extinguishment of debt in accordance with ASC 470 Debt. 792,000 CIBLS Loan On May 27, 2021, CommAgility entered into the Coronavirus Business Interruption Loan Agreement (“CIBLS Loan”) with Lloyds Bank PLC (“Lloyds”). Under the terms of the CIBLS Loan CommAgility can draw up to a maximum of £ 250,000 2.35 On July 1, 2021, CommAgility executed a draw down of the maximum amount of £ 250,000 62,000 267,000 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
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 8 years 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, 2022 and December 31, 2021. 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 $ 1.9 789,000 156,000 151,000 Operating lease costs for the three months ended March 31, 2022 and March 31, 2021 were $ 247,000 276,000 The following table presents information about the amount and timing of cash flows arising from the Company’s leases as of March 31, 2022: Schedule of Maturity of Operating Lease Liabilities (in thousands) March 31, 2022 Maturity of Lease Liabilities Remainder of 2022 $ 481 2023 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 1,147 Less: imputed interest (86 ) Present value of operating lease liabilities $ 1,061 Balance sheet classification Current lease liabilities $ 599 Long-term lease liabilities 462 Total operating lease liabilities $ 1,061 Other information Weighted-average remaining term (months) for operating leases 34 Weighted-average discount rate for operating leases 5.88 % On March 1, 2022, the Company entered into a sublease for approximately one-half of the corporate headquarters in Parsippany N.J. with RF Industries, Ltd. The sublease co-terminates with the master lease on March 31, 2023. The Company evaluated the sublease in accordance with ASC 842 Leases |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
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 91 97 Nature of Products and Services Hardware The Company generally has one performance obligation in its arrangements involving the sales of 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. 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 $ 297,000 292,000 89,000 408,000 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). Revenues from signal generators, components, analyzers and power meters are attributable to the T&M segment in 2022 and 2021. Approximately $ 494,000 440,000 Schedule of Disaggregated Revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Total net revenues by revenue type Signal generators and components $ 3,471 $ 3,329 Signal analyzers and power meters 2,094 1,558 Signal processing hardware 411 1,483 Software licenses 417 990 Services 1,203 824 Total net revenue $ 7,596 $ 8,184 Total net revenues by geographic areas Americas $ 5,192 $ 5,011 EMEA 979 2,260 APAC 1,425 913 Total net revenue $ 7,596 $ 8,184 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022, the Company’s net deferred tax asset of $ 2.3 7.1 3.3 In accordance with Accounting Standards Update (“ASU”) 2019-12 the Company recorded a tax provision of approximately $ 4.9 851,000 93,000 145,000 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Income/(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. Schedule of Weighted Average Common Shares Outstanding 2022 2021 For the Three Months Ended March 31, 2022 2021 Weighted average common shares outstanding 22,603,330 21,741,550 Potentially dilutive equity awards 2,467,056 2,308,144 Weighted average common shares outstanding, assuming dilution 25,070,386 24,049,694 For the three months ended March 31, 2022, 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 1,340,637 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 1,599,807 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 9 – Inventories Inventory carrying value is net of inventory reserves of $ 695,000 681,000 Schedule of Inventory March 31, December 31, Inventories consist of (in thousands): March 31, December 31, Raw materials $ 3,462 $ 3,213 Work-in-process 384 542 Finished goods 1,130 1,333 Total Inventory $ 4,976 $ 5,088 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses And Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | NOTE 10 – Accrued Expenses and Other Current Liabilities As of March 31, 2022, and December 31, 2021 accrued expenses and other current liabilities consisted of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities March 31, December 31 Holzworth earnout (Year 1 and Year 2) $ 2,942 $ 2,942 Payroll and related benefits 911 718 Accrued income taxes 827 - Accrued bonus 41 590 Goods received not invoiced 352 277 Accrued commissions 314 465 Accrued professional fees 216 524 Sales and use and VAT tax 166 276 Holzworth deferred purchase price - 250 Warranty reserve 61 61 Other 429 573 Total $ 6,259 $ 6,676 |
Accounting for Stock Based Comp
Accounting for Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021 include $ 330,000 114,000 Incentive Compensation Plan In the second quarter of 2021, the Company’s Board of Directors and shareholders approved the 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), which provides for the grant of equity-based and cash incentives, including restricted stock awards, restricted stock unit awards, performance unit awards, non-qualified stock options, incentive stock options and cash awards, including dividend equivalent rights to employees, officers, directors or other service providers of the Company who are expected to contribute to the Company’s future growth and success. The 2021 Incentive Plan provides for the grant of awards relating to 1.5 442,500 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. On January 6, 2022 the Compensation Committee of the Board of Directors approved the grant of restricted common stock awards to named executive officers Tim Whelan, Mike Kandell, Dan Monopoli and Alfred Rodriguez of 125,000 75,000 50,000 50,000 2.11 |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments | NOTE 12 – Reportable Segments In March 2022 the Company reorganized into two The RBS segment is comprised of CommAgility and develops the software which enables specialized LTE and 5G deployments, applications and private network solutions including the LTE physical layer and stack software, for mobile network and related applications. RBS engineers work closely with customers to provide hardware and software solutions in specialized applications and use-cases in wireless baseband, private networks, and non-terrestrial (“NTN”) communications. Additionally, CommAgility licenses, implements and customizes 5G and LTE physical layer and stack software for private networks supporting satellite communications, the military and aerospace industries, offering our customers unique implementation capabilities built on 3rd Generation Partnership Project (“3GPP”) standards. For internal reporting purposes, the Company’s chief operating decision maker makes financial decisions and allocates resources based on segment profit information obtained from the Company’s internal management systems. Segment profitability includes the direct expenses of each segment and certain corporate allocations for rent and insurance. Management does not include in its measures of segment profitability certain corporate expenses such as information technology expenses, finance and accounting expenses, legal and professional fees, public company expenses and other discreet items that are not core to the measurement of segment management’s performance but rather are controlled at the corporate level. Summarized financial information relating to the Company’s reportable segments is shown in the following table: Summarized Financial Information Related to Reportable Segments Three months ended Three months ended March 31, 2022 March 31, 2021 T&M RBS Consolidated T&M RBS Consolidated Net revenues $ 6,059 $ 1,537 $ 7,596 $ 5,327 $ 2,857 $ 8,184 Cost of revenues 2,551 690 3,241 2,273 1,057 3,330 Gross profit 3,508 847 4,355 3,054 1,800 4,854 Segment Operating Expenses 1,871 1,598 3,469 1,401 1,835 3,236 Segment Profitability 1,637 (751 ) 886 1,653 (35 ) 1,618 Corporate Expenses 2,342 1,968 Operating Loss (1,456 ) (350 ) Other income/(expense) (691 ) 27 Interest expense (177 ) (297 ) Income/(Loss) before taxes (2,324 ) (620 ) Tax provision/(benefit) (851 ) (145 ) Net income/(loss) from continuing operations (1,473 ) (475 ) Net income from Discontinued Operations, net of tax 11,670 242 Net income/(loss) $ 10,197 $ (233 ) Depreciation and Amortization $ 279 $ 154 $ 433 $ 224 $ 246 $ 470 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES There have been no material changes in our commitments and contingencies and risks and uncertainties as of March 31, 2022 from that previously disclosed in our annual report on Form 10-K for the year ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles and Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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. The consolidated financial statements for the 2021 fiscal year included the accounts of Wireless Telecom Group, Inc., doing business as, and operating under the trade name Noise Com, Inc., and its wholly owned subsidiaries including Boonton Electronics Corporation, Microlab/FXR, Wireless Telecommunications Ltd., CommAgility Limited and Holzworth Instrumentation, Inc. Noise Com, Inc., Boonton Electronics Corporation, Microlab/FXR, CommAgility Limited Ltd., and Holzworth Instrumentation, Inc. are hereinafter referred to as “Noisecom”, “Boonton”, “Microlab”, “CommAgility” and “Holzworth”, respectively. As more fully described in Note 3, on March 1, 2022, the Company completed the sale of Microlab to RF Industries, Ltd. In accordance with applicable accounting guidance, the results of Microlab are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of Microlab as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2021. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Our consolidated financial statements from continuing operations include the accounts of Noisecom, Boonton, Holzworth, and CommAgility and 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, 2022 and March 31, 2021, and references to “year-end” indicate the fiscal year ended December 31, 2021. |
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, 2021. 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, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. |
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 and the conflict between Russia and Ukraine have negatively impacted regional and global economies, disrupted global supply chains and created significant volatility and disruption of financial markets. Although these disruptions 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, 2021. |
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 11.2% 17.4 One customer accounted for 19.3 10 |
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. |
Contingent Consideration | Contingent Consideration Under the terms of the Holzworth Share Purchase Agreement, the Company was required to pay additional purchase price in the form of an earnout based on Holzworth’s financial results for the years ended December 31, 2020 and 2021. As of March 31, 2022, the amount due for the Holzworth earnout was $ 2.9 |
Segments | Segments The Company evaluates its financial reporting in accordance with ASC 280 Segment Reporting. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation, Net of Tax | The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Discontinued Operation, Net of Tax Three months ended March 31, 2022 March 31, 2021 Net revenues $ 2,477 $ 3,137 Cost of revenues 1,626 2,046 Gross profit 851 1,091 Operating expenses 693 756 Gain on divestiture, net of expenses 16,403 - Income from Discontinued Operations before income taxes 16,561 335 Income tax expense 4,891 93 Income from Discontinued Operations, net of income taxes $ 11,670 $ 242 |
Schedule of Assets and Liabilities | The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2021: Schedule of Assets and Liabilities Current Assets Accounts receivable, net $ 2,883 Inventories, net 3,986 Total current assets 6,869 Property, plant and equipment, net 421 Goodwill 1,351 Other non current assets 165 Total non current assets 1,937 Total assets $ 8,806 Current liabilities Accounts payable $ 783 Accrued expenses and other current liabilities 1,182 Total current liabilities $ 1,965 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
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, 2022: Schedule of Maturity of Operating Lease Liabilities (in thousands) March 31, 2022 Maturity of Lease Liabilities Remainder of 2022 $ 481 2023 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 1,147 Less: imputed interest (86 ) Present value of operating lease liabilities $ 1,061 Balance sheet classification Current lease liabilities $ 599 Long-term lease liabilities 462 Total operating lease liabilities $ 1,061 Other information Weighted-average remaining term (months) for operating leases 34 Weighted-average discount rate for operating leases 5.88 % |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | Schedule of Disaggregated Revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Total net revenues by revenue type Signal generators and components $ 3,471 $ 3,329 Signal analyzers and power meters 2,094 1,558 Signal processing hardware 411 1,483 Software licenses 417 990 Services 1,203 824 Total net revenue $ 7,596 $ 8,184 Total net revenues by geographic areas Americas $ 5,192 $ 5,011 EMEA 979 2,260 APAC 1,425 913 Total net revenue $ 7,596 $ 8,184 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income/(loss) per share: | |
Schedule of Weighted Average Common Shares Outstanding | Schedule of Weighted Average Common Shares Outstanding 2022 2021 For the Three Months Ended March 31, 2022 2021 Weighted average common shares outstanding 22,603,330 21,741,550 Potentially dilutive equity awards 2,467,056 2,308,144 Weighted average common shares outstanding, assuming dilution 25,070,386 24,049,694 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory March 31, December 31, Inventories consist of (in thousands): March 31, December 31, Raw materials $ 3,462 $ 3,213 Work-in-process 384 542 Finished goods 1,130 1,333 Total Inventory $ 4,976 $ 5,088 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses And Other Current Liabilities | |
Schedule of Accrued Expenses and Other Current Liabilities | As of March 31, 2022, and December 31, 2021 accrued expenses and other current liabilities consisted of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities March 31, December 31 Holzworth earnout (Year 1 and Year 2) $ 2,942 $ 2,942 Payroll and related benefits 911 718 Accrued income taxes 827 - Accrued bonus 41 590 Goods received not invoiced 352 277 Accrued commissions 314 465 Accrued professional fees 216 524 Sales and use and VAT tax 166 276 Holzworth deferred purchase price - 250 Warranty reserve 61 61 Other 429 573 Total $ 6,259 $ 6,676 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summarized Financial Information Related to Reportable Segments | Summarized financial information relating to the Company’s reportable segments is shown in the following table: Summarized Financial Information Related to Reportable Segments Three months ended Three months ended March 31, 2022 March 31, 2021 T&M RBS Consolidated T&M RBS Consolidated Net revenues $ 6,059 $ 1,537 $ 7,596 $ 5,327 $ 2,857 $ 8,184 Cost of revenues 2,551 690 3,241 2,273 1,057 3,330 Gross profit 3,508 847 4,355 3,054 1,800 4,854 Segment Operating Expenses 1,871 1,598 3,469 1,401 1,835 3,236 Segment Profitability 1,637 (751 ) 886 1,653 (35 ) 1,618 Corporate Expenses 2,342 1,968 Operating Loss (1,456 ) (350 ) Other income/(expense) (691 ) 27 Interest expense (177 ) (297 ) Income/(Loss) before taxes (2,324 ) (620 ) Tax provision/(benefit) (851 ) (145 ) Net income/(loss) from continuing operations (1,473 ) (475 ) Net income from Discontinued Operations, net of tax 11,670 242 Net income/(loss) $ 10,197 $ (233 ) Depreciation and Amortization $ 279 $ 154 $ 433 $ 224 $ 246 $ 470 |
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, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Accrued expenses and other current liabilities | $ 429 | $ 573 | |
Holzworth Instrumentation Inc [Member] | |||
Product Information [Line Items] | |||
Accrued expenses and other current liabilities | $ 2,900 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 11.20% | 17.40% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 19.30% | 10.00% |
Schedule of Discontinued Operat
Schedule of Discontinued Operation, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net revenues | $ 2,477 | $ 3,137 |
Cost of revenues | 1,626 | 2,046 |
Gross profit | 851 | 1,091 |
Operating expenses | 693 | 756 |
Gain on divestiture, net of expenses | 16,403 | |
Income from Discontinued Operations before income taxes | 16,561 | 335 |
Income tax expense | 4,891 | 93 |
Income from Discontinued Operations, net of income taxes | $ 11,670 | $ 242 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Accounts receivable, net | $ 2,883 |
Inventories, net | 3,986 |
Total current assets | 6,869 |
Property, plant and equipment, net | 421 |
Goodwill | 1,351 |
Other non current assets | 165 |
Total non current assets | 1,937 |
Total assets | 8,806 |
Accounts payable | 783 |
Accrued expenses and other current liabilities | 1,182 |
Total current liabilities | $ 1,965 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Operating loss carryforward percentage | 50.00% | |||
Discontinued operation, depreciation and amortization | $ 61,000 | |||
Foreign Tax Authority [Member] | ||||
Operating loss carryforwards | $ 14,900,000 | |||
Domestic Tax Authority [Member] | ||||
Operating loss carryforwards | $ 41,200,000 | |||
Bank of America Credit Facility [Member] | ||||
Repayments of Lines of Credit | $ 600,000 | |||
Bank of America Credit Facility [Member] | Advisors [Member] | ||||
Advisory fees | 486,000 | |||
RF Industries Ltd [Member] | ||||
Proceeds from sale of Microlab | 22,800,000 | |||
Indemnity escrow | 150,000 | |||
Purchase price adjustment holdback | 100,000 | |||
Muzinich BDC, Inc [Member] | ||||
Repayment of Muzinich term loan | $ 4,100,000 |
Debt (Details Narrative)
Debt (Details Narrative) | Mar. 01, 2022USD ($) | Jul. 01, 2021GBP (£) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | May 27, 2021GBP (£) |
Gains losses on extinguishment of debt | $ (792,000) | |||||
Short term debt | 62,000 | $ 126,000 | ||||
Bank of America Credit Facility [Member] | ||||||
Line of credit, current | $ 600,000 | |||||
CIBLS Loan [Member] | ||||||
Line of credit facility, maximum borrowing capacity | £ | £ 250,000 | |||||
Annual interest rate | 2.35% | |||||
Draw down | £ | £ 250,000 | |||||
Short term debt | 62,000 | |||||
Long-term debt | $ 267,000 | |||||
Muzinich BDC, Inc [Member] | ||||||
Repayment of term loan | 4,100,000 | |||||
Gains losses on extinguishment of debt | $ 792,000 |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Remainder of 2022 | $ 481 | |
2023 | 276 | |
2024 | 158 | |
2025 | 163 | |
2026 | 69 | |
Total undiscounted operating lease payments | 1,147 | |
Less: imputed interest | (86) | |
Total operating lease liabilities | 1,061 | |
Current lease liabilities | 599 | $ 585 |
Long-term lease liabilities | $ 462 | $ 615 |
Weighted-average remaining term (months) for operating leases | 34 months | |
Weighted-average discount rate for operating leases | 5.88% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 07, 2020 | Jan. 01, 2019 | |
Operating lease, right-of-use asset | $ 1,007,000 | $ 1,146,000 | |||
Operating lease, payments | 156,000 | $ 151,000 | |||
Operating lease costs | $ 247,000 | $ 276,000 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Operating lease, right-of-use asset | $ 1,900,000 | ||||
Accounting Standards Update 2016-02 [Member] | Holzworth Instrumentation Inc [Member] | |||||
Operating lease, right-of-use asset | $ 789,000 | ||||
Minimum [Member] | |||||
Operating lease, term | 12 months | ||||
Maximum [Member] | |||||
Operating lease, term | 8 years |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 7,596 | $ 8,184 |
Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 5,192 | 5,011 |
EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 979 | 2,260 |
Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 1,425 | 913 |
Signal Generators and Components [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 3,471 | 3,329 |
Signal Analyzers and Power Meters [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 2,094 | 1,558 |
Signal Processing Hardware [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 411 | 1,483 |
Software Licenses [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 417 | 990 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 1,203 | $ 824 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Test and Measurement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Service revenue | $ 494,000 | $ 440,000 | |
Contract Liabilities [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 89,000 | $ 408,000 | |
Unbilled Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Prepaid expenses and other current assets | $ 297,000 | $ 292,000 | |
Transferred at Point in Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized at a point in time (shipment), percentage | 91.00% | 97.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Deferred tax assets, net | $ 2,300,000 | |
Deferred tax assets, valuation allowance | 7,100,000 | |
Increase decrease in net deferred tax asset | 3,300,000 | |
Discontinued operations, tax provision benefit | 4,891,000 | $ 93,000 |
Income tax expense benefit | 851,000 | 145,000 |
Discontinued Operations [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Discontinued operations, tax provision benefit | $ 4,900,000 | $ 93,000 |
Schedule of Weighted Average Co
Schedule of Weighted Average Common Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income/(loss) per share: | ||
Weighted average common shares outstanding | 22,603,330 | 21,741,550 |
Potentially dilutive equity awards | 2,467,056 | 2,308,144 |
Weighted average common shares outstanding, assuming dilution | 25,070,386 | 24,049,694 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities | 1,320,000 | 1,320,000 |
Holzworth Instrumentation Inc [Member] | Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities | 1,340,637 | 1,599,807 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,462 | $ 3,213 |
Work-in-process | 384 | 542 |
Finished goods | 1,130 | 1,333 |
Total Inventory | $ 4,976 | $ 5,088 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 695 | $ 681 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses And Other Current Liabilities | ||
Holzworth earnout (Year 1 and Year 2) | $ 2,942 | $ 2,942 |
Payroll and related benefits | 911 | 718 |
Accrued income taxes | 827 | |
Accrued bonus | 41 | 590 |
Goods received not invoiced | 352 | 277 |
Accrued commissions | 314 | 465 |
Accrued professional fees | 216 | 524 |
Sales and use and VAT tax | 166 | 276 |
Holzworth deferred purchase price | 250 | |
Warranty reserve | 61 | 61 |
Other | 429 | 573 |
Total | $ 6,259 | $ 6,676 |
Accounting for Stock Based Co_2
Accounting for Stock Based Compensation (Details Narrative) - USD ($) | Jan. 06, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Employee Benefits and Share-based Compensation | $ 330,000 | $ 114,000 | ||
Grant date value, per share | $ 2.11 | |||
Tim Whelan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted common stock | 125,000 | |||
Mike Kandell [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted common stock | 75,000 | |||
Dan Monopoli [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted common stock | 50,000 | |||
Alfred Rodriguez [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted common stock | 50,000 | |||
Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted common stock | 300,000 | |||
Two Thousand Twenty One Incentive Plan [Member] | Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares available for future grants | 442,500 | 1,500,000 |
Summarized Financial Informatio
Summarized Financial Information Related to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 7,596 | $ 8,184 |
Cost of revenues | 3,241 | 3,330 |
Gross profit | 4,355 | 4,854 |
Segment Operating Expenses | 5,811 | 5,204 |
Operating Loss | (1,456) | (350) |
Interest expense | (177) | (297) |
Income/(Loss) before taxes | (2,324) | (620) |
Tax provision/(benefit) | (851) | (145) |
Net income from Discontinued Operations, net of tax | 11,670 | 242 |
Net income/(loss) | 10,197 | (233) |
Depreciation and Amortization | 433 | 530 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 7,596 | 8,184 |
Cost of revenues | 3,241 | 3,330 |
Gross profit | 4,355 | 4,854 |
Segment Operating Expenses | 3,469 | 3,236 |
Segment Profitability | 886 | 1,618 |
Corporate Expenses | 2,342 | 1,968 |
Operating Loss | (1,456) | (350) |
Other income/(expense) | (691) | 27 |
Interest expense | (177) | (297) |
Income/(Loss) before taxes | (2,324) | (620) |
Tax provision/(benefit) | (851) | (145) |
Net income/(loss) from continuing operations | (1,473) | (475) |
Net income from Discontinued Operations, net of tax | 11,670 | 242 |
Net income/(loss) | 10,197 | (233) |
Depreciation and Amortization | 433 | 470 |
Operating Segments [Member] | Test and Measurement [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 6,059 | 5,327 |
Cost of revenues | 2,551 | 2,273 |
Gross profit | 3,508 | 3,054 |
Segment Operating Expenses | 1,871 | 1,401 |
Segment Profitability | 1,637 | 1,653 |
Depreciation and Amortization | 279 | 224 |
Operating Segments [Member] | Radio Baseband and Software [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 1,537 | 2,857 |
Cost of revenues | 690 | 1,057 |
Gross profit | 847 | 1,800 |
Segment Operating Expenses | 1,598 | 1,835 |
Segment Profitability | (751) | (35) |
Depreciation and Amortization | $ 154 | $ 246 |
Reportable Segments (Details Na
Reportable Segments (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |