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): August 14, 2013
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 August 14, 2013, Wireless Telecom Group, Inc., a New Jersey corporation, (the “Company”) issued a press release announcing its operating results for its second fiscal quarter and quarter ended June 30, 2013.
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 August 14, 2013 |
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: August 14, 2013 | 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 August 14, 2013 |
Exhibit 99.1
Wireless Telecom GroupINC.
25 Eastmans Road, Parsippany, NJ 07054
Tel. (973) 386-9696 Fax (973) 402-4042
WIRELESS TELECOM GROUP ANNOUNCES
SECOND QUARTER FINANCIAL RESULTS INCLUDING
INCREASES IN NET
SALES OF 22.7% AND NET INCOME of 61.4% AND CONTRACT AWARD OF $1.1M
WITH THE FAA
NEWS RELEASE
Contact: Robert Censullo
(973) 386-9696
Wednesday, August 14, 2013
Parsippany, New Jersey – Wireless Telecom Group, Inc. (NYSE MKT: WTT) announced today results for the second quarter and six months ended June 30, 2013.
For the quarter ended June 30, 2013, the Company reported net sales of $8,705,000, compared to $7,092,000 for the same period in 2012, an increase of 22.7%.
The Company also reported net income of $1,058,000 or $0.04 per diluted share for the second quarter of 2013, compared to net income of $655,000, or $0.03 per diluted share, for the second quarter of 2012, an increase of 61.4%.
For the six months ended June 30, 2013, the Company reported net sales of $15,502,000, compared to $13,994,000 for the same period in 2012, an increase of 10.8%.
The Company also reported net income of $1,404,000 or $0.06 per diluted share for the first six months of 2013, compared to net income of $1,311,000, or $0.05 per diluted share, for the same period of 2012, an increase of 7.1%.
For the quarter ended June 30, 2013, total operating expenses were $3,363,000, as compared to $2,981,000 for the same period of 2012, an increase of 12.8%.
For the six months ended June 30, 2013, total operating expenses were $6,439,000, as compared to $5,784,000 for the same period of 2012, an increase of 11.3%.
The increase in second quarter and six months ended June 30, 2013 operating expenses was primarily due to increases in professional and consulting fees, non-employee sales commissions and stock compensation expense.
Additionally, on August 1, 2013, the Company’s wholly-owned subsidiary, Boonton Electronics, was awarded a contract with the Federal Aviation Administration (“FAA”) to supply Boonton 4500B RF Peak Power Meters in support of the Common Air Route Surveillance Radar (“CARSR”) installations. The total order value of the product to be sold under the contract is approximately $1.1M and a considerable portion of the order is expected to be realized over fiscal years 2013 and 2014.
Paul Genova, CEO of Wireless Telecom Group, Inc. stated “We are excited by the continued growth in our Network Solutions business segment, resulting in improvements to both revenue and segment income. Revenue in our Network Solutions segment for the first half of 2013 increased 49% to $9,748,000 compared to the prior year period, while segment income for the first half of 2013 increased 48% to $2,312,000 compared to the prior year period. Although our Test and Measurement segment experienced soft order flow during the first half of 2013, recent order activity has been very encouraging, including a $1.1M contract award received in early August from the FAA.”
Continued Genova, “We value our relationship with those government agencies critical to our success, including the FAA, and continue to be a proud supplier of test instruments in support of ongoing maintenance and development of state of the art communication systems.”
Genova continued, “We will continue to execute our strategic plan and build upon current order momentum as we head into the second half of 2013.”
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. Specifically, no assurances can be made with respect to: the contract awarded by the FAA regarding Boonton 4500B RF Peak Power Meters, including the timing associated with the realization of revenue thereunder; improvements, if any, to both revenue and Network Solutions segment income; growth in the Company’s Network Solutions business segment; Test and Measurement segment order flow, including recent order activity; and the Company’s ability to execute on its strategic plan and build upon order momentum as it heads into the second half of 2013 and beyond. Further information regarding risks and uncertainties that could affect the Company’s results 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, 2012.
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 | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Statement of Operations Data: | ||||||||||||||||
| Net sales | $ | 8,705 | $ | 7,092 | $ | 15,502 | $ | 13,994 | ||||||||
| Gross profit | 4,080 | 3,590 | 7,401 | 6,945 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 627 | 620 | 1,239 | 1,219 | ||||||||||||
| Sales and marketing | 1,319 | 1,160 | 2,341 | 2,232 | ||||||||||||
| General and administrative | 1,417 | 1,201 | 2,859 | 2,333 | ||||||||||||
| Total operating expenses | 3,363 | 2,981 | 6,439 | 5,784 | ||||||||||||
| Interest and other (income) expense | (201 | ) | (22 | ) | (215 | ) | (31 | ) | ||||||||
| Income before income taxes | 918 | 631 | 1,177 | 1,191 | ||||||||||||
| Net income | $ | 1,058 | $ | 655 | $ | 1,404 | $ | 1,311 | ||||||||
| Net Income per common share: | ||||||||||||||||
| Basic | $ | 0.04 | $ | 0.03 | $ | 0.06 | $ | 0.05 | ||||||||
| Diluted | $ | 0.04 | $ | 0.03 | $ | 0.06 | $ | 0.05 | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 23,853 | 24,305 | 23,863 | 24,368 | ||||||||||||
| Diluted | 24,433 | 24,664 | 24,358 | 24,729 | ||||||||||||
| June 30, | December 31, | |||||||
| 2013 | 2012 | |||||||
| (Unaudited) | ||||||||
| Balance Sheet Data: | ||||||||
| Cash & cash equivalents | $ | 12,407 | $ | 12,970 | ||||
| Working capital | $ | 27,604 | $ | 26,516 | ||||
| Total assets | $ | 41,839 | $ | 41,230 | ||||
| Total liabilities | $ | 4,586 | $ | 5,315 | ||||
| Shareholders’ equity | $ | 37,253 | $ | 35,915 | ||||