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, 2014
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, 2014, Wireless Telecom Group, Inc., a New Jersey corporation, (the “Company”) issued a press release announcing its operating results for its second fiscal quarter and six months ended June 30, 2014.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
99.1 | Press Release of Wireless Telecom Group, Inc., dated August 14, 2014 |
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 18, 2014 | 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, 2014 |
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 2014 FINANCIAL RESULTS, INCLUDING
AN INCREASE
IN 6-MONTH NET SALES OF 27% YEAR-OVER-YEAR
NEWS RELEASE
Contact: | Robert Censullo | |
(973) 386-9696 |
Thursday, August 14, 2014
Parsippany, New Jersey – Wireless Telecom Group, Inc. (NYSE MKT: WTT) announced today results for the second quarter ended June 30, 2014.
For the quarter ended June 30, 2014, the Company reported net sales of $10,439,000, compared to $8,705,000 for the same period in 2013, an increase of 20%. Net sales in the Network Solutions segment were $7,602,000, compared to $5,954,000 for the same period in 2013, an increase of 28%. Net sales in the Test and Measurement segment were $2,837,000, compared to $2,751,000 for the same period in 2013, an increase of 3%.
The Company also reported net income of $716,000 or $0.03 per diluted share for the second quarter of 2014, compared to net income of $1,058,000, or $0.04 per diluted share, for the second quarter of 2013, a decrease of 32%.
For the six months ended June 30, 2014, the Company reported net sales of $19,624,000, compared to $15,502,000 for the same period in 2013, an increase of 27%. Net sales in the Network Solutions segment were $13,992,000, compared to $9,748,000 for the same period in 2013, an increase of 44%. Net sales in the Test and Measurement segment were $5,633,000, compared to $5,754,000 for the same period in 2013, a decrease of 2%.
The Company also reported net income of $1,156,000 or $0.05 per diluted share for the first six months of 2014, compared to net income of $1,404,000, or $0.06 per diluted share, for the first six months of 2013, a decrease of 18%.
Non-GAAP EBITDA for the quarter ended June 30, 2014 was $1,443,000
compared to $1,016,000 for the quarter ended June 30, 2013, an increase of 42%.
Non-GAAP EBITDA for the six months ended June 30, 2014 was $2,529,000 compared to $1,639,000 for the six months ended June 30, 2013, an increase of 54%.
Our non-GAAP EBITDA results exclude the following non-cash expenses: tax provision (benefit), depreciation and amortization and stock compensation expense, as well as expenses for interest, rental income from a property investment, a one-time gain from the sale of an investment security and certain non-recurring costs. The non-cash portion of the 2013 tax benefit was primarily due to a decrease in the Company’s deferred tax asset valuation allowance. The non-cash portion of the 2014 tax provision relates to the reduction of the Company’s deferred tax asset based on estimated Federal taxable income and estimated utilization of net operating losses thereon. A reconciliation of Net Income to non-GAAP EBITDA results is included as an attachment to this press release.
Paul Genova, CEO of Wireless Telecom Group, Inc. commented, “We continue to experience strong order flow in our Network Solutions segment and are encouraged by our Test and Measurement customers’ recent order flow in our new USB peak power meter. We remain committed to our ongoing investment in products for the DAS and LTE marketplace which we believe will benefit the Company through increased revenue, earnings and improved cash flow.”
Genova continued, “In April, we repurchased 4.8M shares from our largest shareholder for $2.00 per share. We believe the stock repurchase represents an attractive use of our capital and reflects our commitment to the enhancement of long-term shareholder value.”
Genova continued, “We look forward to continued improvement in our operating activities and cash flows as we execute our strategic plan and pursue opportunities that will increase shareholder value.”
Use of Non-GAAP Financial Measures
This press release includes non-GAAP financial measures that are not in accordance with, nor an alternate to, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles.
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material effect on our reported results and, therefore, should not be relied upon as the sole financial measures to evaluate our financial results. The non-GAAP financial measures are meant to supplement, and to be viewed in conjunction with, GAAP financial results. A reconciliation of our non-GAAP measures is included in an attachment to this press release.
Forward-Looking Statements
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 Company’s ability to: continue to experience strong order flow and grow profitability in its Network Solutions business segment, including through investment in products for the DAS and LTE marketplace and to benefit the Company through increased revenue, earnings and improved cash flow; experience encouraging order flow and improve revenue growth in its Test and Measurement segment as a result of the release of its new Boonton USB Peak Power Meter product; increase revenue and earnings; improve cash flow; and make ongoing improvements in its operations and cash flow and to execute on the Company’s strategic plan and pursue opportunities that will increase value to the Company’s shareholders. 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, 2013.
About Wireless Telecom Group, Inc.
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 (DAS), 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.
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 (UNAUDITED) | ||||||
(In thousands, except per share amounts) | ||||||
Three months ended | Six months ended | |||||
June 30, | June 30, | |||||
2014 | 2013 | 2014 | 2013 | |||
Statement of Operations Data: | ||||||
Net sales | $10,439 | $8,705 | $19,624 | $15,502 | ||
Gross profit | 4,930 | 4,080 | 9,196 | 7,401 | ||
Operating expenses | ||||||
Research and development | 918 | 627 | 1,679 | 1,239 | ||
Sales and marketing | 1,432 | 1,319 | 2,699 | 2,341 | ||
General and administrative | 1,312 | 1,417 | 2,747 | 2,859 | ||
Total operating expenses | 3,662 | 3,363 | 7,125 | 6,439 | ||
Operating income | 1,268 | 717 | 2,071 | 962 | ||
Other expense (income) | 7 | (201) | 38 | (215) | ||
Income before income taxes | 1,261 | 918 | 2,033 | 1,177 | ||
Net income | $716 | $1,058 | $1,156 | $1,404 | ||
Net income per common share: | ||||||
Basic | $0.04 | $0.04 | $0.05 | $0.06 | ||
Diluted | $0.03 | $0.04 | $0.05 | $0.06 | ||
Weighted average shares outstanding: | ||||||
Basic | 19,731 | 23,853 | 21,870 | 23,863 | ||
Diluted | 20,840 | 24,433 | 23,133 | 24,358 | ||
|
||||||
Three months ended | Six months ended | |||||
June 30, | June 30, | |||||
2014 | 2013 | 2014 | 2013 | |||
Reconciliation of GAAP Net Income | ||||||
to Non-GAAP EBITDA: | ||||||
GAAP net income | $716 | $1,058 | $1,156 | $1,404 | ||
Tax provision (benefit) | 545 | (140) | 877 | (227) | ||
Depreciation | 118 | 87 | 237 | 168 | ||
Stock compensation expense | 23 | 72 | 81 | 163 | ||
Interest | - | 49 | - | 98 | ||
Rental income | - | (96) | - | (193) | ||
Realized gain on sale of non- | ||||||
marketable securities | - | (162) | - | (162) | ||
Non-recurring costs (1) | 41 | 148 | 178 | 388 | ||
Non-GAAP EBITDA | $1,443 | $1,016 | $2,529 | $1,639 | ||
(1) Includes professional fees related to our strategic business review | ||||||
June 30, | December 31, | |||||
2014 (UNAUDITED) | 2013 | |||||
Balance Sheet Data: | ||||||
Cash & cash equivalents | $7,376 | $16,599 | ||||
Working capital | $22,151 | $29,205 | ||||
Total assets | $35,740 | $43,437 | ||||
Total liabilities | $3,766 | $3,163 | ||||
Shareholders’ equity | $31,974 | $40,274 | ||||