March 15, 2005
Mail Stop 03-06
Paul Genova
President and Chief Financial Officer
Wireless Telecom Group, Inc.
25 Eastmans Road
Parsippany, New Jersey 07054
Re: Wireless Telecom Group, Inc.
Amendment No. 1 to Preliminary Schedule 14A
filed March 7, 2005
File No. 001-11916
Dear Mr. Genova:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Preliminary Schedule 14A
Indemnification Provisions - Page 6
1. We note your response to prior comment 9. Revise to disclose
the
percentage of your revenues generated by products that are subject
to
IP allegations.
New Loan Agreement - Page 7
2. We note your response to prior comment 11. You state on pages
8
and 85 that Willtek entered into the new loan agreement, in part,
"to
extend the maturity date of the existing loan." Please reconcile
this with the fact that the new loan agreement actually
accelerates
the repayment for most of the loan balance because it establishes
installment payment dates that commence on March 31, 2006.
Clarify
that only the final installment payment extends beyond the
maturity
date contained in the previous loan agreement.
3. Revise your disclosure to state, if true, that you believe the
terms of the new loan agreement with Investcorp are no less
favorable
than loan terms available from an independent third party.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations of WTT - Page 90
Critical Accounting Policies - Page 90
Valuation of Long-Lived Assets - Page 91
4. We note your response to prior comment 36 and we also see your
revised disclosure for valuation of long-lived assets. We believe
your revised disclosure is vague and does not provide sufficient
information for the reader to understand the estimates relating to
valuation of long-lived assets. Revise to clearly describe the
factors you consider in performing your analysis. For example,
you
state that you consider "management`s annual review of goodwill."
Revise to describe in detail what information you use from the
annual
review of goodwill. Revise to also discuss the estimates involved
in
your analysis and why those estimates bear the risk of change.
Consider adding disclosures of significant assumptions used in
your
analysis, including, among others, projected annual growth rates
and
discount rates. Finally, expand your disclosure to discuss how
you
analyze and estimate what the "future benefit to the company" will
be.
Results of Operations - Page 91
For the Nine Months Ended September 30, 2004 Compared to September
30, 2003 - Page 91
5. We note your response to prior comment 37 and your revised
disclosure on page 91. Expand your disclosure to describe in more
detail what you mean by "product upgrades." Specifically, clarify
whether these are upgrades to products that are already with
customers, or if these are upgrades to on-hand inventory that has
resulted in improved sales. Also, discuss what impact the product
upgrades will have on your trends. For example, if the product
upgrades caused an increase in revenues as a result of upgrading
existing customers, it would seem that the revenues would decline
in
future periods as it relates to these upgrades.
6. In addition to the above, tell us what impact the product
upgrades
had on your inventory obsolescence reserve analysis.
7. We note your response to prior comments 37 and 39 and your
revised
disclosures on pages 91 and 92 that attribute changes in revenues
to
"general economic conditions." We note that you attribute the
increase in revenues in 2002 and 2004 to these general economic
conditions and also attribute the decrease in revenues in 2003 to
general economic conditions. We believe this disclosure is vague
and
does not provide sufficient information for the reader to
understand
your operations. Revise your disclosures to address the
following:
a) Discuss what specific economic conditions impact your business.
If there are particular portions of the economy, such as interest
rates, technology spending, or other matters that specifically
impact
your business, you should describe those factors.
b) In general, economic conditions have been improving over recent
years, and therefore it is not clear based on your current
disclosures why general economic conditions caused a decrease in
your
2003 revenues. Expand your disclosures to address why economic
conditions caused a decline in your 2003 revenues at a time when
the
general economy was improving.
c) Revise to discuss any known trends that exist in your business.
d) In general, there are many internal factors that can also lead
to
changes in revenues. Among these are changes in marketing
spending,
loss of customers, addition of significant new customers,
introduction of new products, acquisitions, etc. Revise to
discuss
any internal factors that may have impacted the changes in
revenues
between periods.
For the Year Ended December 31, 2002 Compared to December 31, 2001
- -
Page 92
8. We note your response to prior comment 41 and your revised
disclosure on page 92. However, you appear to be describing an
improvement in gross profit margin, but the gross profit margin
declined from 54.4% in 2001 to 50.4% in 2002. Revise to discuss
why
your gross profit margin declined from 2001 to 2002.
Wireless Telecom Group, Inc. Consolidated Financial Statements as
of
December 31, 2003
Note 1 - Description of Company and Summary of Significant
Accounting
Policies - Page F-7
Stock Based Compensation - Page F-10
9. We note your response to prior comment 52. We continue to
request
that you revise the presentation of the information to conform to
the
requirements of paragraph 2(e) of SFAS 148. Please note this
comment
also applies to your interim financial statements.
* * *
As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure. As required by
Rule
14a-6(h), please provide us with marked copies of the revised
proxy
statement to expedite our review. Please furnish a cover letter
with
your revised proxy statement that keys your responses to our
comments
and provides any requested supplemental information. Detailed
cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your revised proxy
statement
and responses to our comments.
Direct questions on the financial statements and related
disclosure to Kevin Vaughn at (202) 824-5387 or Daniel Gordon,
Branch
Chief, at (202) 942-2813. Direct any other questions to Donald C.
Hunt at (202) 824-5662 or to me at (202) 942-1880.
Sincerely,
Peggy Fisher
Assistant Director
cc (via fax): Robert H. Cohen, Esq. - Greenberg Traurig
Anthony J. Marsico, Esq. - Greenberg Traurig
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Paul Genova
Wireless Telecom Group, Inc.
March 15, 2005
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