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UNITED STATES |
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WASHINGTON, DC 20549 |
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FORM 8-K |
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CURRENT REPORT PURSUANT |
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Date of report (Date of earliest event reported): |
March 30, 2012 |
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Wireless Telecom Group, Inc. |
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(Exact Name of Registrant as Specified in Its Charter) |
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New Jersey |
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(State or Other Jurisdiction of Incorporation) |
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001-11916 |
22-2582295 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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25
Eastmans Road |
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07054 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(973) 386-9696 |
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(Registrant’s Telephone Number, Including Area Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On March 30, 2012, Wireless Telecom Group, Inc., a New Jersey corporation, (the “Company”) issued a press release announcing its operating results for its fourth fiscal quarter and year ended December 31, 2011.
A copy of the press release is furnished as Exhibit 99.1 attached hereto and is incorporated by reference in its entirety into this item 2.02 of this Current Report on Form 8-K.
In accordance with General Instruction B.2. of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such information shall not be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information provided in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Wireless Telecom Group, Inc., dated March 30, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WIRELESS TELECOM GROUP, INC. |
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Date: March 30, 2012 |
By: |
/s/ Paul Genova |
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Paul Genova |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Wireless Telecom Group, Inc., dated March 30, 2012 |
Exhibit 99.1
Wireless Telecom GroupINC.
25 Eastmans Road, Parsippany, NJ 07054
Tel. (973) 386-9696 Fax (973) 402-4042
WIRELESS TELECOM GROUP ANNOUNCES CONSOLIDATED FOURTH
QUARTER AND YEAR-END 2011 FINANCIAL RESULTS INCLUDING REVENUE
GROWTH OF 9% AND OPERATING EARNINGS GROWTH OF 139%
NEWS RELEASE
Contact:
Robert Censullo
(973) 386-9696
For Immediate Release
Friday, March 30, 2012
Parsippany, New Jersey – Wireless Telecom Group, Inc. (NYSE Amex: WTT) announced today results for the twelve months and fourth quarter ended December 31, 2011.
For the fourth quarter, the Company reported net sales from continuing operations of $7,209,000, compared to $6,636,000 for the same period in 2010, an increase of 8.6%.
For the twelve months, net sales from continuing operations were $26,823,000, compared to $24,564,000 for the prior year, an increase of 9.2%.
For the fourth quarter, net income from continuing operations was $716,000 or $0.03 per diluted share, compared to net income from continuing operations of $358,000, or $0.02 per diluted share for the prior year period, an increase of 100%.
For the twelve months, net income from continuing operations was $2,430,000, or $0.10 per diluted share, compared to net income from continuing operations of $1,015,000 or $0.04 per diluted share for the prior year, an increase of 139%.
Paul Genova, CEO of Wireless Telecom Group, Inc. stated “With the advent of 4G and LTE, broadband capacity and coverage is expected to grow significantly over the next few years and we have targeted this market as a significant growth segment on which to focus the Company’s resources. Accordingly, we have revised our financial reporting to include two reportable segments, network solutions and test & measurement. The increase in consolidated revenue for 2011 was the result of strong demand in our network solutions segment where revenue increased 50% to $12,968,388, while revenue in the test and measurement segment decreased 13% to $13,855,052 for 2011 due to an overall softness in government order activity during the first half of the year.”
Genova continued, “By focusing on each of these segments and their related markets, combined with continued strategic cost reduction and asset allocation efforts, we believe we have positioned the Company for continued improvements in revenue and net income.”
Wireless Telecom Group designs and manufactures radio frequency (RF) and microwave-based products for wireless and advanced communications industries and markets its products and services worldwide under the Boonton, Microlab and Noisecom brands. Its complementary suite of high performance components and instruments includes RF combiners and broadband combiner boxes for in-building distributed antenna systems deployments, RF power splitters and diplexers, hybrid couplers, peak power meters, signal analyzers, noise modules, precision noise and generators. The Company serves both commercial and government markets with workflow-oriented, WiFi, WiMAX, satellite, cable, radar, avionics, medical, and computing applications. Wireless Telecom Group is headquartered in Parsippany, New Jersey, in the New York City metropolitan area, and maintains a global network of Sales and Service offices for excellent product service and support.
Wireless Telecom Group’s website address is http://www.wtcom.com. Except for historical information, the matters discussed in this news release may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include declarations regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. Such risks and uncertainties are identified in the Company’s reports and registration statements filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2010.
See following Selected Financial Results
Wireless Telecom GroupINC.
25 Eastmans Road Parsippany, NJ 07054
Tel. (973) 386-9696 Fax (973) 402-4042
SELECTED FINANCIAL RESULTS
(In thousands, except
per share amounts)
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2011 |
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2010 |
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2011 |
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2010 |
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Statement of Operations Data: |
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Net sales |
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$ |
7,209 |
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$ |
6,636 |
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$ |
26,823 |
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$ |
24,564 |
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Gross profit |
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3,466 |
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3,100 |
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12,467 |
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11,555 |
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Operating expenses |
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Research and development |
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586 |
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536 |
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2,261 |
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2,175 |
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Sales and marketing |
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1,073 |
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1,226 |
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4,497 |
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4,358 |
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General and administrative |
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1,166 |
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1,125 |
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3,859 |
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4,217 |
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Total operating expenses |
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2,825 |
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2,887 |
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10,617 |
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10,750 |
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Interest and other (income) - net |
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(6 |
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(25 |
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(141 |
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(118 |
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Income from continuing operations before income taxes |
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647 |
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238 |
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1,991 |
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923 |
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Income from continuing operations |
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716 |
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358 |
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2,430 |
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1,015 |
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(Loss) from discontinued operations - net of taxes |
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— |
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— |
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— |
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(1,743 |
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Net income (loss) |
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$ |
716 |
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$ |
358 |
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$ |
2,430 |
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(728 |
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Net Income (loss) per common share: |
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Basic and diluted |
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Continuing operations |
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$ |
0.03 |
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$ |
0.02 |
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$ |
0.10 |
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$ |
0.04 |
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Discontinued operations |
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— |
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— |
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— |
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(0.07 |
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Net Income (loss) per common share |
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$ |
0.03 |
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$ |
0.02 |
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$ |
0.10 |
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(0.03 |
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Weighted average shares outstanding: |
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Basic |
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24,788 |
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25,658 |
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24,963 |
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25,658 |
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Diluted |
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25,085 |
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25,677 |
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25,138 |
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25,685 |
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December 31, |
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December 31, |
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2011 |
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2010 |
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Balance Sheet Data: |
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Cash & cash equivalents |
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$ |
12,090 |
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$ |
13,643 |
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Investment in short-term securities |
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— |
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— |
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Working capital |
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$ |
24,559 |
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$ |
23,170 |
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Total assets |
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$ |
37,702 |
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$ |
37,619 |
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Total liabilities |
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$ |
4,489 |
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$ |
5,875 |
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Shareholders’ equity |
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$ |
33,213 |
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$ |
31,744 |
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