SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended
June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number
1-11916
WIRELESS TELECOM GROUP, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2582295
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Eastmans Road
Parsippany, New Jersey 07054
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(201) 261-8797
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Registrant's telephone number, including area code
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined on Exchange Act Rule 12b-2). YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the most recent practicable date.
Common Stock - Par Value $.01 16,937,678
- ----------------------------- ------------------
Class Outstanding Shares
At August 12, 2003
WIRELESS TELECOM GROUP, INC.
Table of Contents
PART I. FINANCIAL INFORMATION Page(s)
Item 1 -- Consolidated Financial Statements:
Condensed Balance Sheets as of June 30, 2003
(unaudited) and December 31, 2002 3
Condensed Statements of Operations for the Three and Six
Months Ended June 30, 2003 and 2002 (unaudited) 4
Condensed Statements of Cash Flows for the Six
Months Ended June 30, 2003 and 2002 (unaudited) 5
Notes to Interim Condensed Financial Statements (unaudited) 6 - 7
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
Item 3 -- Quantitative and Qualitative Disclosures About Market Risk 11
Item 4 -- Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings 12
Item 2 -- Changes in Securities 12
Item 3 -- Defaults upon Senior Securities 12
Item 4 -- Submission of Matters to a Vote of Security Holders 12
Item 5 -- Other Information 12
Item 6 -- Exhibits and Reports on Form 8-K 12
Signatures 13
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ASSETS -
JUNE 30, DECEMBER 31,
2003 2002
------------ ------------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 15,732,882 $ 15,523,180
Accounts receivable -- net of allowance for doubtful accounts of
$191,930 and $175,838 for 2003 and 2002, respectively 2,892,046 3,087,983
Inventories 5,702,235 5,484,622
Current portion of deferred tax asset 106,000 106,000
Prepaid expenses, taxes and other current assets 470,199 508,447
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TOTAL CURRENT ASSETS 24,903,362 24,710,232
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PROPERTY, PLANT AND EQUIPMENT - NET 5,464,015 5,573,316
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OTHER ASSETS:
Goodwill (Note 4) 1,351,392 1,351,392
Deferred tax asset 386,956 386,956
Other assets 178,086 193,700
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TOTAL OTHER ASSETS 1,916,434 1,932,048
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TOTAL ASSETS $ 32,283,811 $ 32,215,596
============ ============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable $ 957,733 $ 692,383
Accrued expenses and other current liabilities 396,813 469,645
Current portion of mortgage payable 38,837 37,401
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TOTAL CURRENT LIABILITIES 1,393,383 1,199,429
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LONG TERM LIABILITIES:
Mortgage payable 3,109,424 3,129,209
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TOTAL LONG TERM LIABILITIES 3,109,424 3,129,209
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (Notes 3 and 5):
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued - -
Common stock, $.01 par value, 75,000,000 shares authorized, 19,987,378
and 19,875,378 issued for 2003 and 2002, respectively 199,874 198,754
Additional paid-in-capital 13,092,469 12,904,589
Retained earnings 22,190,090 22,379,333
Treasury stock at cost, - 3,049,700 and 2,994,500, in 2003 and 2002,
respectively (Note 3) (7,701,429) (7,595,718)
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TOTAL SHAREHOLDERS' EQUITY 27,781,004 27,886,958
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 32,283,811 $ 32,215,596
============ ============
See accompanying notes
3
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
----------------------------- ------------------------------
2003 2002 2003 2002
---------- ---------- ---------- -----------
NET SALES $4,835,975 $5,540,891 $8,988,617 $10,623,203
---------- ---------- ---------- -----------
COSTS AND EXPENSES:
Cost of sales 2,455,921 2,752,564 4,524,383 5,478,206
Operating expenses 1,932,763 1,981,426 3,934,206 3,808,296
Interest and other income (188,396) (125,286) (342,780) (261,369)
Interest expense 59,623 60,295 119,419 120,751
---------- ---------- ---------- -----------
TOTAL COSTS AND EXPENSES 4,259,911 4,668,999 8,235,228 9,145,884
---------- ---------- ---------- -----------
INCOME BEFORE INCOME TAXES 576,064 871,892 753,389 1,477,319
PROVISION FOR INCOME TAXES 208,738 336,026 267,919 572,801
---------- ---------- ---------- -----------
NET INCOME $ 367,326 $ 535,866 $ 485,470 $ 904,518
========== ========== ========== ===========
NET INCOME PER COMMON
SHARE (Note 2):
BASIC $ 0.02 $ 0.03 $ 0.03 $ 0.05
========== ========== ========== ===========
DILUTED $ 0.02 $ 0.03 $ 0.03 $ 0.05
========== ========== ========== ===========
See accompanying notes
4
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months
Ended June 30,
--------------------------------
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 485,470 $ 904,518
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 230,181 236,631
Provision for losses on accounts receivable 16,092 85,716
Deferred income taxes - 83,060
Other income - (11,096)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 179,845 (327,573)
(Increase) decrease in inventories (217,613) 354,483
Decrease in prepaid expenses and other current assets 56,997 140,264
Increase (decrease) in accounts payable and accrued expenses 192,518 (281,852)
(Decrease) in income taxes payable - (22,544)
----------- -----------
Net cash provided by operating activities 943,490 1,161,607
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (119,280) (298,476)
Increase in real estate escrow (4,736) (4,736)
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Net cash (used for) investing activities (124,016) (303,212)
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CASH FLOWS FROM FINANCING ACTIVITIES
Payments of mortgage note (18,348) (17,016)
Acquisition of treasury stock (105,711) (273,018)
Cash dividends paid (674,713) (687,636)
Proceeds from exercise of stock options/warrants 189,000 112,609
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Net cash (used for) financing activities (609,772) (865,061)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 209,702 (6,666)
Cash and cash equivalents, at beginning of year 15,523,180 15,138,640
----------- -----------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $15,732,882 $15,131,974
=========== ===========
SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Taxes $ 101,528 $ 189,480
Interest $ 119,419 $ 120,751
See accompanying notes
5
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES
The condensed, consolidated balance sheet as of June 30, 2003
and the condensed, consolidated statements of operations for
the three and six month periods ended June 30, 2003 and 2002
and the condensed, consolidated statements of cash flows for
the six month periods ended June 30, 2003 and 2002 have been
prepared by the Company without audit. The consolidated
financial statements include the accounts of Wireless Telecom
Group, Inc. and its wholly-owned subsidiaries Boonton
Electronics Corporation, Microlab/FXR, WTG Foreign Sales
Corporation and NC Mahwah, Inc.
In the opinion of management, the accompanying condensed
consolidated financial statements referred to above contain
all necessary adjustments, consisting of normal accruals and
recurring entries, which are necessary to present fairly the
Company's results for the interim periods being presented. The
balances of certain accounts have been reclassified to improve
the ease of reading and understanding of the financial
statements, including the reclassification of Microlab/FXR's
engineering and research and development expenses from cost of
sales to operating expenses, similar to the other
subsidiaries, and of Noise Com, Inc.'s rental income and
building depreciation expense from operating expenses to
interest and other income. Such reclassifications have no
effect on the Company's Total Shareholders' Equity, Net
Income, Net Income Per Common Share or Cash and Cash
Equivalents.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements included in
its annual report on Form 10-K for the year ended December 31,
2002, which is incorporated herein by reference. Specific
reference is made to this report for a description of the
Company's securities and the notes to financial statements
included therein, since certain information and footnote
disclosures normally included in financial statements in
accordance with accounting principles generally accepted in
the United States of America have been condensed or omitted
from this report.
The results of operations for the three and six month periods
ended June 30, 2003 and 2002 are not necessarily indicative of
the results to be expected for the full year.
NOTE 2 - INCOME PER COMMON SHARE
Income per common share is computed by dividing the net income
by the weighted average number of common shares and common
equivalent shares outstanding during each period. As
promulgated in SFAS 128 "Earnings Per Share" ("SFAS 128"),
SFAS 128 requires the presentation of "basic" and "diluted"
earnings per share on the face of the income statement.
6
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 3 - SHAREHOLDERS' EQUITY
During the six months ended June 30, 2003, the Company
repurchased 55,200 shares (no shares were repurchased during
the quarter ended June 30, 2003) of its common stock, pursuant
to a stock repurchase program authorized by the Board of
Directors on November 27, 2000 and as amended on October 5,
2001. The total cost of these shares was $105,711 and the per
share price ranged between $1.69 and $2.02.
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". In accordance with SFAS No. 142,
intangible assets, including purchased goodwill, must be
evaluated for impairment. Those intangible assets that will
continue to be classified as goodwill or as other intangibles
with indefinite lives are no longer amortized, but will be
tested for impairment periodically. During 2002, the goodwill
relating to the acquisition of Microlab/FXR was tested for
impairment by an independent valuation consulting firm for the
transition period and again for the year ended December 31,
2002. The conclusions of both valuations were that this
goodwill was not impaired under Statement of Financial
Accounting Standards No. 142 requirements for goodwill
impairment testing. Since there was no impairment of the
goodwill, there is no impact on the earnings and financial
position of the Company for the three and six month periods
ended June 30, 2003 and 2002. Additional testing will be done
at the end of this year and each year going forward to
continue to test for impairment of goodwill.
NOTE 5 - ACCOUNTING FOR STOCK OPTIONS
The Company accounts for its stock-based compensation in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and has adopted
the disclosure-only alternative of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and
Disclosure."
The following table illustrates the effect on net income and
earnings per share had compensation expense for the employee
stock-based plans been recorded based on the fair value method
under SFAS No. 123:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
-------- -------- -------- --------
Net income:
As reported $367,326 $535,866 $485,470 $904,518
Pro forma 313,043 478,278 378,398 795,772
Basic earnings per share:
As reported $.02 $.03 $.03 $.05
Pro forma .02 .03 .03 .05
Diluted earnings per share:
As reported $.02 $.03 $.03 $.05
Pro forma .02 .03 .02 .05
7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
Wireless Telecom Group, Inc., and its operating subsidiaries, Boonton
Electronics Corporation and Microlab/FXR (collectively, the "Company"),
develop, manufacture and market a wide variety of electronic noise
sources, electronic testing and measuring instruments including power
meters, voltmeters and modulation meters and high-power passive
microwave components. The Company's products have historically been
primarily used to test the performance and capability of cellular/PCS
and satellite communication systems and to measure the power of RF and
microwave systems. Other applications include radio, radar, wireless
local area network (WLAN) and digital television.
The financial information presented herein includes:
(i) Condensed Consolidated Balance Sheets as of June 30, 2003 and as of
December 31, 2002 (ii) Condensed Consolidated Statements of Operations
for the three and six month periods ended June 30, 2003 and 2002 and
(iii) Condensed Consolidated Statements of Cash Flows for the six month
periods ended June 30, 2003 and 2002.
CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of the financial condition and
results of operations are based upon the Company's consolidated
financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amount of revenues and expenses for each period. The following
represents a summary of the Company's critical accounting policies,
defined as those policies that the Company believes are: (a) the most
important to the portrayal of its financial condition and results of
operations, and (b) that require management's most difficult,
subjective or complex judgments, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain.
ALLOWANCES FOR DOUBTFUL ACCOUNTS
The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make
required payments. If the financial condition of any of its customers
were to decline, additional allowances might be required.
INCOME TAXES
As part of the process of preparing the consolidated financial
statements, the Company is required to estimate its income taxes in
each of the jurisdictions in which it operates. The process
incorporates an assessment of the current tax exposure together with
temporary differences resulting from different treatment of
transactions for tax and financial statement purposes. Such differences
result in deferred tax assets and liabilities, which are included
within the consolidated balance sheet. The recovery of deferred tax
assets from future taxable income must be assessed and, to the extent
that recovery is not likely, the Company establishes a valuation
allowance. Increases in valuation allowances result in the recording of
additional tax expense. Further, if the ultimate tax liability differs
from the periodic tax provision reflected in the consolidated
statements of operations, additional tax expense may be recorded.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
VALUATION OF LONG-LIVED ASSETS
The Company assesses the potential impairment of long-lived
tangible and intangible assets whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.
Changes in the operating strategy can significantly reduce the
estimated useful life of such assets.
RESULTS OF OPERATIONS
The following discussion of our financial condition and results of
operations should be read in conjunction with our interim condensed
consolidated financial statements and the notes to those statements
included in Part I, Item I of this Quarterly Report on Form 10-Q and in
conjunction with the consolidated financial statements contained in our
Annual Report on Form 10-K for the year ended December 31, 2002.
For the six months ended June 30, 2003 as compared to the corresponding
period of the previous year, net sales decreased to $8,989,000 from
$10,623,000, a decrease of $1,634,000 or 15.4%. For the quarter ended
June 30, 2003 as compared to the corresponding quarter of the previous
year, net sales decreased to $4,836,000 from $5,541,000, a decrease of
$705,000 or 12.7%. The decreases for the three and six months ended
June 30, 2003 are reflective of an overall softness in the wireless
telecommunications and infrastructure markets.
Gross profit on net sales for the six months ended June 30, 2003 was
$4,464,000 or 49.7% as compared to $5,145,000 or 48.4% of net sales for
the six months ended June 30, 2002. Gross profit on net sales for the
quarter ended June 30, 2003 was $2,380,000 or 49.2% as compared to
$2,788,000 or 50.3% of net sales for the three months ended June 30,
2002. Gross profit is lower in 2003 than in 2002 primarily due to lower
sales volume, but the gross margin, year to date, is higher in 2003 due
to lower manufacturing labor and overhead costs. The Company can
experience variations in gross profit based upon the mix of product
sales as well as variations due to revenue volume and economies of
scale. The Company continues to rigidly monitor costs associated with
material acquisition, manufacturing and production.
Operating expenses for the six months ended June 30, 2003 were
$3,934,000 or 43.8% of net sales as compared to $3,808,000 or 35.8% of
net sales for the six months ended June 30, 2002. Operating expenses
for the quarter ended June 30, 2003 were $1,933,000 or 40.0% of net
sales as compared to $1,981,000 or 35.8% of net sales for the quarter
ended June 30, 2002.
For the three months ended June 30, 2003 as compared to the same period
of the prior year, operating expenses decreased in dollars by $48,000.
This decrease is primarily due to a decrease in commission expense of
$87,000 and a decrease of $43,000 in bad debt expense, partially offset
by an increase in sales salaries of $86,000. For the six months ended
June 30, 2003 as compared to the same period of the prior year,
operating expenses increased in dollars by $126,000. These increases
are primarily due to increases in sales salaries of $183,000 and
research and development expense of $154,000, partially offset by a
decrease in commission expense of $127,000 and sales-related expenses
of $55,000.
Interest and other income increased by $82,000 for the six months ended
June 30, 2003 and by $63,000 for the quarter ended June 30, 2003. These
increases were primarily due to increased returns on short-term
investments in 2003.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Net income decreased to $485,000, or $.03 per share (diluted), for the
six months ended June 30, 2003 as compared to $905,000, or $.05 per
share (diluted) for the six months ended June 30, 2002.
The Company realized net income for the quarter ended June 30, 2003 of
$367,000 or $.02 per share (diluted) as compared to net income of
$536,000 or $.03 per share (diluted) for the three months ended June
30, 2002. The explanation of these changes can be derived from the
analysis given above of operations for the three and six month periods
ending June 30, 2003 and 2002, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's working capital has decreased by $1,000 to $23,510,000 at
June 30, 2003, from $23,511,000 at December 31, 2002. At June 30, 2003
the Company had a current ratio of 17.9 to 1, and a ratio of debt to
net worth of .16 to 1. At December 31, 2002 the Company had a current
ratio of 20.6 to 1, and a ratio of debt to net worth of .16 to 1.
The Company realized cash provided by operations of $943,000 for the
six month period ending June 30, 2003. This increase was primarily due
to cash provided by net income of $485,000, a non-cash adjustment for
depreciation and amortization of $230,000, an increase in accounts
payable and accrued expenses of $193,000 and a decrease in accounts
receivable of $180,000, partially offset by an increase in inventories
of $218,000.
The Company has historically been able to turn over its accounts
receivable approximately every two months. This average collection
period has been sufficient to provide the working capital and liquidity
necessary to operate the Company. The Company continues to monitor
production requirements and delivery times while maintaining manageable
levels of goods on hand.
Operating activities provided $1,162,000 in cash flows for the
comparable period in 2002. The source of these funds was primarily due
to cash provided by net income of $905,000 and a decrease in
inventories of $354,000, partially offset by an increase in accounts
receivable of $328,000 and an decrease in accounts payable and accrued
expenses of $282,000.
Net cash used for investing activities for the six months ended June
30, 2003 was $124,000. The primary use of these funds was capital
expenditures of $119,000. For the six months ended June 30, 2002, net
cash used for investing activities was $303,000. The primary use of
these funds was capital expenditures of $298,000.
Net cash used for financing activities for the six months ended June
30, 2003 was $610,000. The primary use of these funds was for dividends
paid in the amount of $675,000 and the acquisition of treasury stock in
the amount of $106,000, partially offset by proceeds from the exercise
of stock options in the amount of $189,000. Net cash used for financing
activities in the same period of 2002 was $865,000. The primary use of
these funds was for dividends paid in the amount of $688,000,
acquisition of treasury stock in the amount of $273,000, partially
offset by proceeds from the exercise of stock options in the amount of
$113,000.
The Company believes that its financial resources from working capital
provided by operations are adequate to meet current requirements.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
INFLATION AND SEASONALITY
The Company does not anticipate that inflation will significantly
impact its business nor does it believe that its business is seasonal.
FORWARD LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q that are
not historical facts are forward-looking statements. Such
forward-looking statements may be identified by, among other things,
the use of forward-looking terminology such as "believes," "expects,"
"intends," "plans," "may," "will," "should," or "anticipates," or the
negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties.
These forward-looking statements involve predictions. Our actual
results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking statements.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has a credit facility with one of its major banks for the
express purpose of purchasing components from an Asian supplier under a
letter of credit. The Company has paid for the components received thus
far during 2003. Should the Company not make payment directly, the
credit facility would be utilized. The credit facility bears interest
based on interest rates tied to the prime rate, which may fluctuate
over time based on economic conditions.
ITEM 4 - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed under
the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the specified time periods.
As of the end of the period covered by this report, the Company's Chief
Executive Officer and Chief Financial Officer evaluated, with the
participation of the Company's management, the effectiveness of the
Company's disclosure controls and procedures. Based on the evaluation,
the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective. There were no changes in the Company's internal control over
financial reporting that occurred during the Company's most recent
fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting.
11
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is not aware of any material legal
proceeding against the Company or in which any of their
property is subject.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant held its Annual Meeting of Stockholders on
June 27, 2003. The following proposal was adopted by the votes
indicated.
(b) (c) (1) Seven directors were elected at the Annual Meeting
to serve until the Annual Meeting of Stockholders in 2004. The
names of these Directors and votes cast in favor of their
election and shares withheld are as follows:
NAME VOTES FOR VOTES WITHHELD
Edward J. Garcia 15,206,643 889,052
John Wilchek 15,206,391 889,304
Franklin H. Blecher 15,207,918 887,777
Henry L. Bachman 15,206,391 889,304
Karabet "Gary" Simonyan 15,207,791 887,904
Michael Manza 15,176,904 918,791
Andrew Scelba 15,177,456 918,239
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11.1 Computation of per share earnings
31 Certification Pursuant to Section 302 of The Sarbanes-Oxley
Act of 2002
32 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K:
None.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WIRELESS TELECOM GROUP, INC.
----------------------------
(Registrant)
Date: August 12, 2003 /s/ Edward Garcia
----------------------------
Edward Garcia
Chairman and Chief Executive Officer
Date: August 12, 2003 /s/ Marc Wolfsohn
----------------------------
Marc Wolfsohn
Chief Financial Officer
13
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as................................ 'SS'