0000930413-12-003089.txt : 20120515 0000930413-12-003089.hdr.sgml : 20120515 20120515125135 ACCESSION NUMBER: 0000930413-12-003089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120515 DATE AS OF CHANGE: 20120515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS TELECOM GROUP INC CENTRAL INDEX KEY: 0000878828 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 222582295 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11916 FILM NUMBER: 12842689 BUSINESS ADDRESS: STREET 1: EAST 64 MIDLAND AVE CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2012618797 MAIL ADDRESS: STREET 1: EAST 64 MIDLAND AVE CITY: PARAMUS STATE: NJ ZIP: 07652 FORMER COMPANY: FORMER CONFORMED NAME: NOISE COM INC/NJ DATE OF NAME CHANGE: 19930328 8-K 1 c69713_8-k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

          Date of report (Date of earliest event reported): May 15, 2012

 

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

New Jersey

(State or Other Jurisdiction of Incorporation)

 

 

 

001-11916

 

22-2582295

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

25 Eastmans Road

 

 

Parsippany, New Jersey

07054

(Address of Principal Executive Offices)

(Zip Code)

 

(973) 386-9696

(Registrant’s Telephone Number, Including Area Code)

 

(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 May 15, 2012, Wireless Telecom Group, Inc., a New Jersey corporation, (the “Company”) issued a press release announcing its operating results for its first fiscal quarter and quarter ended March 31, 2012.

          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.

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

99.1

 

Press Release of Wireless Telecom Group, Inc., dated May 15, 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.

 

 

 

 

WIRELESS TELECOM GROUP, INC.

 

 

Date: May 15, 2012

By:

/s/ Paul Genova

 

 

 

 

Paul Genova

 

 

Chief Executive Officer

 

 

and Director

EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

99.1

 

Press Release of Wireless Telecom Group, Inc., dated May 15, 2012

EX-99.1 2 c69713_ex99-1.htm

Exhibit 99.1

Wireless Telecom GroupINC.

25 Eastmans Road, Parsippany, NJ 07054
Tel. (973) 386-9696 Fax (973) 402-4042

WIRELESS TELECOM GROUP ANNOUNCES
FIRST QUARTER FINANCIAL RESULTS INCLUDING INCREASES IN
REVENUE OF 13.6% AND NET INCOME of 69.9%

NEWS RELEASE

 

 

Contact: Robert Censullo

 

(973) 386-9696  

 

Tuesday, May 15, 2012

Parsippany, New Jersey – Wireless Telecom Group, Inc. (NYSE Amex: WTT) announced today results for the first quarter ended March 31, 2012.

For the quarter ended March 31, 2012, the Company reported net sales of $6,902,000, compared to $6,077,000 for the same period in 2011, an increase of 13.6%.

The Company also reported net income of $656,000 or $0.03 per diluted share for the first quarter of 2012, compared to net income of $386,000, or $0.02 per diluted share, for the first quarter of 2011, an increase of 69.9%.

Paul Genova, CEO of Wireless Telecom Group, Inc. stated “We continued to see growth in our Network Solutions business segment particularly in the indoor and outdoor broadband wireless marketplace. Revenue in this segment increased 27% to $3,341,000 compared to the prior year quarter. Revenue in our Test and Measurement segment reflected steady orders and increased 3% to $3,561,000 compared to the prior year period. Increased revenue along with vigilant cost monitoring contributed to improved gross profit margins and income from reportable segments while also improving our cash position by $875,000 to $12,965,000.”

Continued Genova, “ As we continue to implement our strategy for the year, we remain focused on improvements in business operations and utilizing the Company’s working capital to maximize shareholder value.”

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, 2011.

See following Selected Financial Results

Wireless Telecom GroupINC.

25 Eastmans Road Parsippany, NJ 07054
Tel. (973) 386-9696 Fax (973) 386-9191

SELECTED FINANCIAL RESULTS
(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Three months ended
March 31,

 

 

 

 

 

 

(Unaudited)

 

 

 

 

2012

 

 

2011

 

 

 

 

 

Statement of Operations Data:

 

 

 

 

 

 

 

Net sales

 

$

6,902

 

$

6,077

 

 

 

 

 

 

 

 

 

Gross profit

 

 

3,355

 

 

2,650

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

Research and development

 

 

599

 

 

525

 

Sales and marketing

 

 

1,073

 

 

1,194

 

General and administrative

 

 

1,132

 

 

633

 

 

 

 

 

Total operating expenses

 

 

2,804

 

 

2,352

 

 

 

 

 

 

 

 

 

Interest and other (income) expense

 

 

(9

)

 

(7

)

 

 

 

 

 

 

 

 

Income before income taxes

 

 

560

 

 

304

 

 

 

 

 

 

 

 

 

Net income

 

$

656

 

$

386

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income per common share:

 

 

 

 

 

 

 

Basic

 

$

0.03

 

$

0.02

 

Diluted

 

$

0.03

 

$

0.02

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

 

24,431

 

 

24,982

 

Diluted

 

 

24,794

 

 

25,233

 

 

 

 

 

 

 

 

 

 

 

March 31,
2012

 

December 31,
2011

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

Cash & cash equivalents

 

$

12,965

 

$

12,090

 

 

 

 

 

 

 

 

 

Working capital

 

$

24,878

 

$

24,559

 

 

 

 

 

 

 

 

 

Total assets

 

$

38,588

 

$

37,702

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

4,800

 

$

4,489

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

$

33,788

 

$

33,213