Wireless Telecom (WTT) 10-Q 9 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
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
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		21,440,098

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash & cash equivalents	$ 13,338	$ 4,472
Accounts receivable - net of reserves of $180 and $196, respectively	4,007	2,407
Inventories - net of reserves of $678 and $681, respectively	5,247	5,088
Prepaid expenses and other current assets	2,156	1,689
Current assets of discontinued operations		6,869
TOTAL CURRENT ASSETS	24,748	20,525
PROPERTY PLANT AND EQUIPMENT - NET	1,272	1,110
OTHER ASSETS
Goodwill	9,701	10,108
Acquired intangible assets, net	3,243	3,661
Deferred income taxes	2,904	5,580
Right of use assets	867	1,146
Other assets	269	284
Non current assets of discontinued operations		1,937
TOTAL OTHER ASSETS	16,984	22,716
TOTAL ASSETS	43,004	44,351
CURRENT LIABILITIES
Short term debt		126
Accounts payable	1,404	1,481
Short term leases	484	585
Accrued expenses and other current liabilities	5,242	6,676
Deferred revenue	132	408
Current liabilities of discontinued operations		1,965
TOTAL CURRENT LIABILITIES	7,262	11,241
LONG TERM LIABILITIES
Long term debt		3,595
Long term leases	430	615
Other long term liabilities	37	52
Deferred tax liability	205	228
TOTAL LONG TERM LIABILITIES	672	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 36,250,636 and 35,915,636 shares issued, 21,290,098 and 22,666,072 shares outstanding	362	359
Additional paid in capital	52,226	51,555
Retained earnings	9,391	554
Treasury stock at cost, 14,960,538 and 13,249,564 shares	(27,163)	(24,619)
Accumulated other comprehensive income	254	771
TOTAL SHAREHOLDERS’ EQUITY	35,070	28,620
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 43,004	$ 44,351

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, reserves	$ 180	$ 196
Inventories, reserves	$ 678	$ 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	36,250,636	35,915,636
Common stock, shares outstanding	21,290,098	22,666,072
Treasury stock, shares	14,960,538	13,249,564

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net revenues	$ 6,068	$ 7,788	$ 13,664	$ 15,972
Cost of revenues	2,653	3,410	5,894	6,740
Gross profit	3,415	4,378	7,770	9,232
Operating expenses
Research and development	1,126	1,244	2,285	2,400
Sales and marketing	1,261	1,144	2,520	2,339
General and administrative	2,706	2,787	6,098	5,638
Total operating expenses	5,093	5,175	10,903	10,377
Operating loss	(1,678)	(797)	(3,133)	(1,145)
Gain/(loss) on extinguishment of debt		2,045	(792)	2,045
Other income/(expense)	32	(17)	133	10
Interest expense		(285)	(177)	(582)
Income/(loss) before taxes	(1,646)	946	(3,969)	328
Tax benefit	(286)	(179)	(1,136)	(323)
Net income/(loss) from continuing operations	(1,360)	1,125	(2,833)	651
Net income from discontinued operations, net of taxes		412	11,670	652
Net income/(loss)	(1,360)	1,537	8,837	1,303
Other comprehensive income/(loss):
Foreign currency translation adjustments	(380)	12	(517)	87
Comprehensive income/(loss)	$ (1,740)	$ 1,549	$ 8,320	$ 1,390
Income/(loss) per share from continuing operations:
Basic	$ (0.06)	$ 0.05	$ (0.13)	$ 0.03
Diluted	(0.06)	0.05	(0.13)	0.03
Income per share from discontinued operations:
Basic	0	0.02	0.53	0.03
Diluted	0	0.01	0.48	0.02
Income/(loss) per share:
Basic	(0.06)	0.07	0.40	0.06
Diluted	$ (0.06)	$ 0.06	$ 0.35	$ 0.05
Weighted average shares outstanding:
Basic	21,857,116	21,762,578	22,150,918	21,727,801
Diluted	21,857,000	24,343,000	24,200,000	24,063,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS PROVIDED/(USED) BY OPERATING ACTIVITIES
Net income	$ 8,837	$ 1,303
Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Depreciation and amortization	751	1,065
Extinguishment of PPP loan		(2,045)
Loss on extinguishment of term debt	792
Gain on sale of Microlab	(16,403)
Amortization of debt issuance fees	55	150
Share-based compensation expense	650	203
Deferred rent	(15)	(15)
Deferred income taxes	2,677	320
Provision for doubtful accounts	(16)	71
Inventory reserves	28	85
Changes in assets and liabilities, net of divestiture:
Accounts receivable	(1,581)	(1,079)
Inventories	(457)	(645)
Prepaid expenses and other assets	(57)	319
Accounts payable	304	585
Deferred revenue	(257)
Accrued expenses and other liabilities	(842)	77
Net cash provided/(used) by operating activities	(5,534)	394
CASH FLOWS PROVIDED/(USED) BY INVESTING ACTIVITIES
Capital expenditures	(326)	(313)
Deferred purchase price payment	(250)	(200)
Divestiture of Microlab, net	22,753
Net cash provided/(used) by investing activities	22,177	(513)
CASH FLOWS USED BY FINANCING ACTIVITIES
Term loan repayments	(4,432)	(470)
Acquisition of treasury stock	(2,525)
Payment of contingent consideration	(658)	(105)
Proceeds from exercise of stock options	24
Shares withheld for employee taxes	(19)	(17)
Net cash used by financing activities	(7,610)	(592)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(167)	14
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	8,866	(697)
Cash and Cash Equivalents, at Beginning of Period	4,472	4,910
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	13,338	4,213
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	122	204
Cash paid during the period for income taxes	$ 597	$ 110

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, 2020	$ 349	50,163	(946)	(24,556)	841	25,851
Beginning balance, shares at Dec. 31, 2020	34,888,904
Net income/(loss)						1,303
Shares withheld for employee taxes						17
Ending balance, value at Jun. 30, 2021	$ 351	50,364	358	(24,573)	928	27,428
Ending balance, shares at Jun. 30, 2021	35,112,421
Beginning balance, value at Mar. 31, 2021	$ 349	50,277	(1,179)	(24,573)	916	25,790
Beginning balance, shares at Mar. 31, 2021	34,888,904
Net income/(loss)			1,537			1,537
Share-based compensation expense		89				89
Cumulative translation adjustment					12	12
Issuance of restricted stock	$ 2	(2)
Issuance of restricted stock, shares	223,517
Ending balance, value at Jun. 30, 2021	$ 351	50,364	358	(24,573)	928	27,428
Ending balance, shares at Jun. 30, 2021	35,112,421
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 restricted stock	$ 3	(3)
Issuance of restricted stock, shares	300,000
Issuance of shares in connection with stock options exercised		24				24
Issuance of shares in connection with stock options exercised, shares	15,000
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
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)						8,837
Shares withheld for employee taxes						19
Ending balance, value at Jun. 30, 2022	$ 362	52,226	9,391	(27,163)	254	35,070
Ending balance, shares at Jun. 30, 2022	36,250,636
Beginning balance, value at Mar. 31, 2022	$ 362	51,906	10,751	(24,638)	634	39,015
Beginning balance, shares at Mar. 31, 2022	36,230,636
Net income/(loss)			(1,360)			(1,360)
Share-based compensation expense		320				320
Cumulative translation adjustment					(380)	(380)
Issuance of restricted stock
Issuance of restricted stock, shares	20,000
Share Repurchase				(2,525)		(2,525)
Share Repurchase. shares
Ending balance, value at Jun. 30, 2022	$ 362	$ 52,226	$ 9,391	$ (27,163)	$ 254	$ 35,070
Ending balance, shares at Jun. 30, 2022	36,250,636

Summary of Significant Accounti

Summary of Significant Accounting Principles and Policies	6 Months Ended
	Jun. 30, 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 twelve months ended December 31, 2021 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 “second quarter(s)” or “three months” indicate the Company’s fiscal periods ended June 30, 2022 and June 30, 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 and six months ended June 30, 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. No one customer accounted for more than 10% of the Company’s consolidated revenue for the three months ended June 30, 2022. One customer accounted for 10.6% 19.2% 12.8% 18.2% 11.3% One customer accounted for 10.9% 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 June 30, 2022, the amount due for the Holzworth earnout was $ 2.3 Segments The Company evaluates its financial reporting in accordance with ASC 280 Segment Reporting.

Accounting Pronouncements

Accounting Pronouncements	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 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 Codification (“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 and six months ended June 30, 2022 and 2021 (in thousands): Schedule of Discontinued Operation, Net of Tax Three months ended Six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net revenues $ - $ 4,235 $ 2,477 $ 7,372 Cost of revenues - 2,478 1,626 4,524 Gross profit - 1,757 851 2,848 Operating expenses - 793 693 1,549 Gain on divestiture, net of expenses - - 16,403 - Income from Discontinued Operations before income taxes - 964 16,561 1,299 Income tax expense - 552 4,891 647 Income from Discontinued Operations, net of income taxes $ - $ 412 $ 11,670 $ 652 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 six months ended June 30, 2021 and included in the consolidated statement of cash flow was $ 123,000 50,000

Debt

Debt	6 Months Ended
	Jun. 30, 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 $ 4.1 600,000 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 As of June 30, 2022, the Company has no outstanding debt obligations.

Leases

Leases	6 Months Ended
	Jun. 30, 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 June 30, 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 $ 1.9 789,000 160,000 316,000 155,000 307,000 Operating lease costs for the three and six months ended June 30, 2022, were $ 259,000 500,000 291,000 567,000 The following table presents information about the amount and timing of cash flows arising from the Company’s leases as of June 30, 2022: Schedule of Maturity of Operating Lease Liabilities (in thousands) June 30, 2022 Maturity of Lease Liabilities Remainder of 2022 $ 321 2023 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 987 Less: imputed interest (73 ) Present value of operating lease liabilities $ 914 Balance sheet classification Current lease liabilities $ 484 Long-term lease liabilities 430 Total operating lease liabilities $ 914 Other information Weighted-average remaining term (months) for operating leases 33 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	6 Months Ended
	Jun. 30, 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 93% 97% 7% 3% 92% 97% 8% 3% 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 $ 87,000 292,000 132,000 408,000 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). Schedule of Disaggregated Revenue Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Test and Radio, Baseband, Software Consolidated Test and Radio, Baseband, Software Consolidated Total net revenues by revenue type Signal generators and components $ 3,574 $ - $ 3,574 $ 7,045 $ - $ 7,045 Signal analyzers and power meters 1,411 - 1,411 3,505 - 3,505 Signal processing hardware - 149 149 - 560 560 Software licenses - - - - 417 417 Services 504 430 934 998 1,139 2,137 Total net revenue $ 5,489 $ 579 $ 6,068 $ 11,548 $ 2,116 $ 13,664 Total net revenues by geographic areas Americas $ 4,005 $ 379 $ 4,384 $ 8,086 $ 1,490 $ 9,576 EMEA 868 124 992 1,500 471 1,971 APAC 616 76 692 1,962 155 2,117 Total net revenue $ 5,489 $ 579 $ 6,068 $ 11,548 $ 2,116 $ 13,664 Three Months Ended June 20, 2021 Six Months Ended June 30, 2021 Test and Radio, Baseband, Software Consolidated Test and Radio, Baseband, Software Consolidated Total net revenues by revenue type Signal generators and components $ 3,188 $ - $ 3,188 $ 6,517 $ - $ 6,517 Signal analyzers and power meters 1,838 - 1,838 3,396 - 3,396 Signal processing hardware - 1,530 1,530 - 3,013 3,013 Software licenses - 341 341 - 1,331 1,331 Services 495 396 891 935 780 1,715 Total net revenue $ 5,521 $ 2,267 $ 7,788 $ 10,848 $ 5,124 $ 15,972 Total net revenues by geographic areas Americas $ 4,079 $ 831 $ 4,910 $ 7,769 $ 2,152 $ 9,921 EMEA 735 - 735 1,498 1,497 2,995 APAC 707 1,436 2,143 1,581 1,475 3,056 Total net revenue $ 5,521 $ 2,267 $ 7,788 $ 10,848 $ 5,124 $ 15,972

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 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 June 30, 2022, the Company’s net deferred tax asset of $ 2.9 2.8 2.7 In accordance with Accounting Standards Update (“ASU”) 2019-12 the Company recorded a tax benefit from continuing operations of $ 286,000 1.1 4.9 179,000 323,000 0.6

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 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 For the Three Months For the Six Months Ended June 30, Ended June 30, 2022 2021 2022 2021 Weighted average common shares outstanding 21,857,116 21,762,578 22,150,918 21,727,801 Potentially dilutive equity awards 1,865,462 2,580,087 2,048,614 2,335,554 Weighted average common shares outstanding, assuming dilution 23,722,578 24,342,665 24,199,531 24,063,355 For the three and six months ended June 30, 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 2,168,571 1,374,254 1,039,549 For the three and six months ended June 30, 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 1,205,000 1,599,807

Inventories

Inventories	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Inventories	NOTE 9 – Inventories Inventory carrying value is net of inventory reserves of $ 678,000 681,000 Schedule of Inventory Inventories consist of (in thousands): June 30, December 31, Raw materials $ 3,660 $ 3,213 Work-in-process 519 542 Finished goods 1,068 1,333 Total Inventory $ 5,247 $ 5,088

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2022
Accrued Expenses And Other Current Liabilities
Accrued Expenses and Other Current Liabilities	NOTE 10 – Accrued Expenses and Other Current Liabilities As of June 30, 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 June 30, December 31 Holzworth earnout (Year 1 and Year 2) $ 2,284 $ 2,942 Payroll and related benefits 765 718 Accrued income taxes 555 - Accrued commissions 415 465 Accrued professional fees 395 524 Goods received not invoiced 228 277 Sales and use and VAT tax 120 276 Warranty reserve 76 61 Accrued bonus - 590 Holzworth deferred purchase price - 250 Other 404 573 Total $ 5,242 $ 6,676

Accounting for Stock Based Comp

Accounting for Stock Based Compensation	6 Months Ended
	Jun. 30, 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 June 30, 2022 and 2021 include $ 320,000 89,000 650,000 203,000 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 1.5 423,750 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 An employee grant of 20,000 1.28 two years

Reportable Segments

Reportable Segments	6 Months Ended
	Jun. 30, 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 of 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 Six months ended Six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 T&M RBS Total T&M RBS Total T&M RBS Total T&M RBS Total Net revenues $ 5,489 $ 579 $ 6,068 $ 5,521 $ 2,267 $ 7,788 $ 11,548 $ 2,116 $ 13,664 $ 10,848 $ 5,124 $ 15,972 Cost of revenues 2,319 334 2,653 2,251 1,159 3,410 4,870 1,024 5,894 4,524 2,216 6,740 Gross profit 3,170 245 3,415 3,270 1,108 4,378 6,678 1,092 7,770 6,324 2,908 9,232 Operating expenses 1,987 1,440 3,427 1,808 1,788 3,596 3,857 3,038 6,895 3,480 3,623 7,103 Segment profitability 1,183 (1,195 ) (12 ) 1,462 (680 ) 782 2,821 (1,946 ) 875 2,844 (715 ) 2,129 Corporate expenses 1,666 1,579 4,008 3,274 Operating loss (1,678 ) (797 ) (3,133 ) (1,145 ) Other income/(expense) 32 2,028 (659 ) 2,055 Interest expense - (285 ) (177 ) (582 ) Income/(loss) before taxes (1,646 ) 946 (3,969 ) 328 Tax provision/(benefit) (286 ) (179 ) (1,136 ) (323 ) Net income/(loss) from continuing operations (1,360 ) 1,125 (2,833 ) 651 Net income from discontinued operations, net of tax - 412 11,670 652 Net income/(loss) $ (1,360 ) $ 1,537 $ 8,837 $ 1,303 Depreciation and Amortization $ 255 $ 63 $ 317 $ 225 $ 249 $ 473 $ 534 $ 217 $ 751 $ 448 $ 494 $ 942

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 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 June 30, 2022, from that previously disclosed in our annual report on Form 10-K for the year ended December 31, 2021.

SHARE REPURCHASE PROGRAM

SHARE REPURCHASE PROGRAM	6 Months Ended
	Jun. 30, 2022
Share Repurchase Program
SHARE REPURCHASE PROGRAM	NOTE 14 – SHARE REPURCHASE PROGRAM On May 4, 2022, the Board of Directors of the Company authorized up to $ 4 1,683,160 2.5

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 - SUBSEQUENT EVENTS In accordance with the Membership Purchase Interest Agreement, the Company and RF Industries, Ltd settled the final purchase price of the transaction which was comprised primarily of a working capital adjustment. On August 1, 2022, the Company received $ 225,000 100,000

Summary of Significant Accoun_2

Summary of Significant Accounting Principles and Policies (Policies)	6 Months Ended
	Jun. 30, 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 twelve months ended December 31, 2021 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 “second quarter(s)” or “three months” indicate the Company’s fiscal periods ended June 30, 2022 and June 30, 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 and six months ended June 30, 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. No one customer accounted for more than 10% of the Company’s consolidated revenue for the three months ended June 30, 2022. One customer accounted for 10.6% 19.2% 12.8% 18.2% 11.3% One customer accounted for 10.9% 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 June 30, 2022, the amount due for the Holzworth earnout was $ 2.3
Segments	Segments The Company evaluates its financial reporting in accordance with ASC 280 Segment Reporting.

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2022 and 2021 (in thousands): Schedule of Discontinued Operation, Net of Tax Three months ended Six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net revenues $ - $ 4,235 $ 2,477 $ 7,372 Cost of revenues - 2,478 1,626 4,524 Gross profit - 1,757 851 2,848 Operating expenses - 793 693 1,549 Gain on divestiture, net of expenses - - 16,403 - Income from Discontinued Operations before income taxes - 964 16,561 1,299 Income tax expense - 552 4,891 647 Income from Discontinued Operations, net of income taxes $ - $ 412 $ 11,670 $ 652
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)	6 Months Ended
	Jun. 30, 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 June 30, 2022: Schedule of Maturity of Operating Lease Liabilities (in thousands) June 30, 2022 Maturity of Lease Liabilities Remainder of 2022 $ 321 2023 276 2024 158 2025 163 2026 69 Total undiscounted operating lease payments 987 Less: imputed interest (73 ) Present value of operating lease liabilities $ 914 Balance sheet classification Current lease liabilities $ 484 Long-term lease liabilities 430 Total operating lease liabilities $ 914 Other information Weighted-average remaining term (months) for operating leases 33 Weighted-average discount rate for operating leases 5.88 %

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenue	Schedule of Disaggregated Revenue Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Test and Radio, Baseband, Software Consolidated Test and Radio, Baseband, Software Consolidated Total net revenues by revenue type Signal generators and components $ 3,574 $ - $ 3,574 $ 7,045 $ - $ 7,045 Signal analyzers and power meters 1,411 - 1,411 3,505 - 3,505 Signal processing hardware - 149 149 - 560 560 Software licenses - - - - 417 417 Services 504 430 934 998 1,139 2,137 Total net revenue $ 5,489 $ 579 $ 6,068 $ 11,548 $ 2,116 $ 13,664 Total net revenues by geographic areas Americas $ 4,005 $ 379 $ 4,384 $ 8,086 $ 1,490 $ 9,576 EMEA 868 124 992 1,500 471 1,971 APAC 616 76 692 1,962 155 2,117 Total net revenue $ 5,489 $ 579 $ 6,068 $ 11,548 $ 2,116 $ 13,664 Three Months Ended June 20, 2021 Six Months Ended June 30, 2021 Test and Radio, Baseband, Software Consolidated Test and Radio, Baseband, Software Consolidated Total net revenues by revenue type Signal generators and components $ 3,188 $ - $ 3,188 $ 6,517 $ - $ 6,517 Signal analyzers and power meters 1,838 - 1,838 3,396 - 3,396 Signal processing hardware - 1,530 1,530 - 3,013 3,013 Software licenses - 341 341 - 1,331 1,331 Services 495 396 891 935 780 1,715 Total net revenue $ 5,521 $ 2,267 $ 7,788 $ 10,848 $ 5,124 $ 15,972 Total net revenues by geographic areas Americas $ 4,079 $ 831 $ 4,910 $ 7,769 $ 2,152 $ 9,921 EMEA 735 - 735 1,498 1,497 2,995 APAC 707 1,436 2,143 1,581 1,475 3,056 Total net revenue $ 5,521 $ 2,267 $ 7,788 $ 10,848 $ 5,124 $ 15,972

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Income/(loss) per share:
Schedule of Weighted Average Common Shares Outstanding	Schedule of Weighted Average Common Shares Outstanding For the Three Months For the Six Months Ended June 30, Ended June 30, 2022 2021 2022 2021 Weighted average common shares outstanding 21,857,116 21,762,578 22,150,918 21,727,801 Potentially dilutive equity awards 1,865,462 2,580,087 2,048,614 2,335,554 Weighted average common shares outstanding, assuming dilution 23,722,578 24,342,665 24,199,531 24,063,355

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	Schedule of Inventory Inventories consist of (in thousands): June 30, December 31, Raw materials $ 3,660 $ 3,213 Work-in-process 519 542 Finished goods 1,068 1,333 Total Inventory $ 5,247 $ 5,088

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Accrued Expenses And Other Current Liabilities
Schedule of Accrued Expenses and Other Current Liabilities	As of June 30, 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 June 30, December 31 Holzworth earnout (Year 1 and Year 2) $ 2,284 $ 2,942 Payroll and related benefits 765 718 Accrued income taxes 555 - Accrued commissions 415 465 Accrued professional fees 395 524 Goods received not invoiced 228 277 Sales and use and VAT tax 120 276 Warranty reserve 76 61 Accrued bonus - 590 Holzworth deferred purchase price - 250 Other 404 573 Total $ 5,242 $ 6,676

Reportable Segments (Tables)

Reportable Segments (Tables)	6 Months Ended
	Jun. 30, 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 Six months ended Six months ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 T&M RBS Total T&M RBS Total T&M RBS Total T&M RBS Total Net revenues $ 5,489 $ 579 $ 6,068 $ 5,521 $ 2,267 $ 7,788 $ 11,548 $ 2,116 $ 13,664 $ 10,848 $ 5,124 $ 15,972 Cost of revenues 2,319 334 2,653 2,251 1,159 3,410 4,870 1,024 5,894 4,524 2,216 6,740 Gross profit 3,170 245 3,415 3,270 1,108 4,378 6,678 1,092 7,770 6,324 2,908 9,232 Operating expenses 1,987 1,440 3,427 1,808 1,788 3,596 3,857 3,038 6,895 3,480 3,623 7,103 Segment profitability 1,183 (1,195 ) (12 ) 1,462 (680 ) 782 2,821 (1,946 ) 875 2,844 (715 ) 2,129 Corporate expenses 1,666 1,579 4,008 3,274 Operating loss (1,678 ) (797 ) (3,133 ) (1,145 ) Other income/(expense) 32 2,028 (659 ) 2,055 Interest expense - (285 ) (177 ) (582 ) Income/(loss) before taxes (1,646 ) 946 (3,969 ) 328 Tax provision/(benefit) (286 ) (179 ) (1,136 ) (323 ) Net income/(loss) from continuing operations (1,360 ) 1,125 (2,833 ) 651 Net income from discontinued operations, net of tax - 412 11,670 652 Net income/(loss) $ (1,360 ) $ 1,537 $ 8,837 $ 1,303 Depreciation and Amortization $ 255 $ 63 $ 317 $ 225 $ 249 $ 473 $ 534 $ 217 $ 751 $ 448 $ 494 $ 942

Summary of Significant Accoun_3

Summary of Significant Accounting Principles and Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Product Information [Line Items]
Accrued expenses and other current liabilities		$ 404		$ 573
Holzworth Instrumentation, Inc. [Member]
Product Information [Line Items]
Accrued expenses and other current liabilities		$ 2,300
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk, percentage	19.20%	10.60%	18.20%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member]
Product Information [Line Items]
Concentration risk, percentage	12.80%		11.30%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk, percentage		10.90%		10%

Schedule of Discontinued Operat

Schedule of Discontinued Operation, Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]
Net revenues		$ 4,235	$ 2,477	$ 7,372
Cost of revenues		2,478	1,626	4,524
Gross profit		1,757	851	2,848
Operating expenses		793	693	1,549
Gain on divestiture, net of expenses			16,403
Income from Discontinued Operations before income taxes		964	16,561	1,299
Income tax expense		552	4,891	647
Income from Discontinued Operations, net of income taxes		$ 412	$ 11,670	$ 652

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
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 ($) $ in Thousands		3 Months Ended	6 Months Ended
	Mar. 01, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Operating loss carryforward percentage			50%
Discontinued operation, depreciation and amortization				$ 123
Capital expenditures		$ 50		$ 50
Foreign Tax Authority [Member]
Operating loss carryforwards					$ 14,900
Domestic Tax Authority [Member]
Operating loss carryforwards					$ 41,200
Bank of America Credit Facility [Member]
Repayments of lines of credit	$ 600
Bank of America Credit Facility [Member] | Advisors [Member]
Advisory fees	486
RF Industries, Ltd [Member]
Proceeds from sale of Microlab	22,800
Indemnity escrow	150
Purchase price adjustment holdback	100
Muzinich BDC, Inc [Member]
Repayment of Muzinich term loan	$ 4,100

Debt (Details Narrative)

Debt (Details Narrative) £ in Thousands, $ in Thousands			3 Months Ended		6 Months Ended
	Mar. 01, 2022 USD ($)	Jul. 01, 2021 GBP (£)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	May 27, 2021 GBP (£)
Short-Term Debt [Line Items]
Gains losses on extinguishment of debt				$ 2,045	$ (792)	$ 2,045
Bank of America Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit, current	$ 600
CIBLS Loan [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity | £							£ 250
Annual interest rate							2.35%
Draw down | £		£ 250
Muzinich BDC, Inc [Member]
Short-Term Debt [Line Items]
Repayment of term loan	4,100
Gains losses on extinguishment of debt	$ 792

Schedule of Maturity of Operati

Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases
Remainder of 2022	$ 321
2023	276
2024	158
2025	163
2026	69
Total undiscounted operating lease payments	987
Less: imputed interest	(73)
Total operating lease liabilities	914
Current lease liabilities	484	$ 585
Long-term lease liabilities	$ 430	$ 615
Weighted-average remaining term (months) for operating leases	33 years
Weighted-average discount rate for operating leases	5.88%

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Feb. 07, 2020	Jan. 01, 2019
Operating lease, right-of-use asset	$ 867		$ 867		$ 1,146
Operating lease, payments	160	$ 155	316	$ 307
Operating lease costs	$ 259	$ 291	$ 500	$ 567
Accounting Standards Update 2016-02 [Member]
Operating lease, right-of-use asset							$ 1,900
Accounting Standards Update 2016-02 [Member] | Holzworth Instrumentation, Inc. [Member]
Operating lease, right-of-use asset						$ 789
Minimum [Member]
Operating lease, term	12 months		12 months
Maximum [Member]
Operating lease, term	8 years		8 years

Schedule of Disaggregated Reven

Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total net revenue	$ 6,068	$ 7,788	$ 13,664	$ 15,972
Americas [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	4,384	4,910	9,576	9,921
EMEA [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	992	735	1,971	2,995
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	692	2,143	2,117	3,056
Signal Generators and Components [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	3,574	3,188	7,045	6,517
Signal Analyzers and Power Meters [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	1,411	1,838	3,505	3,396
Signal Processing Hardware [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	149	1,530	560	3,013
Software Licenses [Member]
Disaggregation of Revenue [Line Items]
Total net revenue		341	417	1,331
Service [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	934	891	2,137	1,715
Test and Measurement [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	5,489	5,521	11,548	10,848
Test and Measurement [Member] | Americas [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	4,005	4,079	8,086	7,769
Test and Measurement [Member] | EMEA [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	868	735	1,500	1,498
Test and Measurement [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	616	707	1,962	1,581
Test and Measurement [Member] | Signal Generators and Components [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	3,574	3,188	7,045	6,517
Test and Measurement [Member] | Signal Analyzers and Power Meters [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	1,411	1,838	3,505	3,396
Test and Measurement [Member] | Signal Processing Hardware [Member]
Disaggregation of Revenue [Line Items]
Total net revenue
Test and Measurement [Member] | Software Licenses [Member]
Disaggregation of Revenue [Line Items]
Total net revenue
Test and Measurement [Member] | Service [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	504	495	998	935
Radio Baseband and Software [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	579	2,267	2,116	5,124
Radio Baseband and Software [Member] | Americas [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	379	831	1,490	2,152
Radio Baseband and Software [Member] | EMEA [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	124		471	1,497
Radio Baseband and Software [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	76	1,436	155	1,475
Radio Baseband and Software [Member] | Signal Generators and Components [Member]
Disaggregation of Revenue [Line Items]
Total net revenue
Radio Baseband and Software [Member] | Signal Analyzers and Power Meters [Member]
Disaggregation of Revenue [Line Items]
Total net revenue
Radio Baseband and Software [Member] | Signal Processing Hardware [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	149	1,530	560	3,013
Radio Baseband and Software [Member] | Software Licenses [Member]
Disaggregation of Revenue [Line Items]
Total net revenue		341	417	1,331
Radio Baseband and Software [Member] | Service [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	$ 430	$ 396	$ 1,139	$ 780

Revenue (Details Narrative)

Revenue (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Contract Liabilities [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 132		$ 132		$ 408
Unbilled Revenues [Member]
Disaggregation of Revenue [Line Items]
Prepaid expenses and other current assets	$ 87		$ 87		$ 292
Transferred at Point in Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	93%	97%	92%	97%
Transferred over Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	7%	3%	8%	3%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of Equity Method Investments [Line Items]
Deferred tax assets, net	$ 2,900		$ 2,900
Deferred tax assets, valuation allowance	2,800		2,800
Increase decrease in net deferred tax asset	2,700		2,700
Income tax expense	(286)	$ (179)	(1,136)	$ (323)
Discontinued operations, tax provision benefit		552	4,891	647
Discontinued Operations [Member]
Schedule of Equity Method Investments [Line Items]
Income tax expense	$ 286	$ 179	1,100	323
Discontinued operations, tax provision benefit			$ 4,900	$ 600

Schedule of Weighted Average Co

Schedule of Weighted Average Common Shares Outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income/(loss) per share:
Weighted average common shares outstanding	21,857,116	21,762,578	22,150,918	21,727,801
Potentially dilutive equity awards	1,865,462	2,580,087	2,048,614	2,335,554
Weighted average common shares outstanding, assuming dilution	23,722,578	24,342,665	24,199,531	24,063,355

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities	2,168,571	1,205,000	1,374,254	1,205,000
Holzworth Instrumentation, Inc. [Member] | Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities			1,039,549	1,599,807

Schedule of Inventory (Details)

Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 3,660	$ 3,213
Work-in-process	519	542
Finished goods	1,068	1,333
Total Inventory	$ 5,247	$ 5,088

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Inventory reserves	$ 678	$ 681

Schedule of Accrued Expenses an

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Expenses And Other Current Liabilities
Holzworth earnout (Year 1 and Year 2)	$ 2,284	$ 2,942
Payroll and related benefits	765	718
Accrued income taxes	555
Accrued commissions	415	465
Accrued professional fees	395	524
Goods received not invoiced	228	277
Sales and use and VAT tax	120	276
Warranty reserve	76	61
Accrued bonus		590
Holzworth deferred purchase price		250
Other	404	573
Total	$ 5,242	$ 6,676

Accounting for Stock Based Co_2

Accounting for Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended			6 Months Ended
	Jun. 16, 2022	Jan. 06, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee benefits and share-based compensation			$ 320		$ 89	$ 650	$ 203
Grant date value, per share		$ 2.11
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date value, per share	$ 1.28
Shares granted	20,000
Vesting period	2 years
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			20,000	300,000	223,517
2021 Incentive Plan [Member] | Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for future grants			423,750		1,500,000	423,750	1,500,000

Summarized Financial Informatio

Summarized Financial Information Related to Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Net revenues	$ 6,068		$ 7,788		$ 13,664	$ 15,972
Cost of revenues	2,653		3,410		5,894	6,740
Gross profit	3,415		4,378		7,770	9,232
Operating expenses	5,093		5,175		10,903	10,377
Operating loss	(1,678)		(797)		(3,133)	(1,145)
Interest expense			(285)		(177)	(582)
Income/(loss) before taxes	(1,646)		946		(3,969)	328
Tax provision/(benefit)	(286)		(179)		(1,136)	(323)
Net income from discontinued operations, net of tax			412		11,670	652
Net income/(loss)	(1,360)	$ 10,197	1,537	$ (233)	8,837	1,303
Depreciation and Amortization					751	1,065
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net revenues	6,068		7,788		13,664	15,972
Cost of revenues	2,653		3,410		5,894	6,740
Gross profit	3,415		4,378		7,770	9,232
Operating expenses	3,427		3,596		6,895	7,103
Segment profitability	(12)		782		875	2,129
Corporate expenses	1,666		1,579		4,008	3,274
Operating loss	(1,678)		(797)		(3,133)	(1,145)
Other income/(expense)	32		2,028		(659)	2,055
Interest expense			(285)		(177)	(582)
Income/(loss) before taxes	(1,646)		946		(3,969)	328
Tax provision/(benefit)	(286)		(179)		(1,136)	(323)
Net income/(loss) from continuing operations	(1,360)		1,125		(2,833)	651
Net income from discontinued operations, net of tax			412		11,670	652
Net income/(loss)	(1,360)		1,537		8,837	1,303
Depreciation and Amortization	317		473		751	942
Test and Measurement [Member]
Segment Reporting Information [Line Items]
Net revenues	5,489		5,521		11,548	10,848
Cost of revenues	2,319		2,251		4,870	4,524
Gross profit	3,170		3,270		6,678	6,324
Operating expenses	1,987		1,808		3,857	3,480
Segment profitability	1,183		1,462		2,821	2,844
Depreciation and Amortization	255		225		534	448
Radio Baseband and Software [Member]
Segment Reporting Information [Line Items]
Net revenues	579		2,267		2,116	5,124
Cost of revenues	334		1,159		1,024	2,216
Gross profit	245		1,108		1,092	2,908
Operating expenses	1,440		1,788		3,038	3,623
Segment profitability	(1,195)		(680)		(1,946)	(715)
Depreciation and Amortization	$ 63		$ 249		$ 217	$ 494

Reportable Segments (Details Na

Reportable Segments (Details Narrative)	1 Months Ended
	Mar. 31, 2022 Segments
Segment Reporting [Abstract]
Number of reportable segments	2

SHARE REPURCHASE PROGRAM (Detai

SHARE REPURCHASE PROGRAM (Details Narrative) - USD ($) $ in Thousands, shares in Millions		3 Months Ended
	May 04, 2022	Jun. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Repurchase of stock, value		$ 2,525
Board of Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Repurchase of stock, value	$ 4,000	$ 2,500
Repurchase of stock, shares		1,683,160

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Membership Purcgase Interest Agreement [Member] - Subsequent Event [Member] $ in Thousands	Aug. 01, 2022 USD ($)
Subsequent Event [Line Items]
Proceeds from Working Capital Adjustments	$ 225
Escrow pending finalization of the purchase price	$ 100