-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GcA4ka7HOXUGe/Cq3t7YRJuL4gjipdZbNh5TLNKOjTPklsl49kW9sLZnQlxO04MQ hIN/PG3eitBFHToLZtDqYQ== 0000950117-99-001048.txt : 19990517 0000950117-99-001048.hdr.sgml : 19990517 ACCESSION NUMBER: 0000950117-99-001048 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-11916 FILM NUMBER: 99622540 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 10-Q 1 WIRELESS TELECOM GROUP, INC. 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to____ Commission file number 1-11916 WIRELESS TELECOM GROUP, INC. ----------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-2582295 - ---------------------------------------- ------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) East 64 Midland Avenue Paramus, New Jersey 07652 - ---------------------------------------- ------------------ (Address of principal executive offices) (Zip Code)
(201) 261-8797 ------------------------------------------------------- Registrant's telephone number, including area code ------------------------------------------------------- (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 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 17,557,298 - ------------------------------ ------------------------ Class Outstanding Shares At May 10, 1999
WIRELESS TELECOM GROUP, INC. Table of Contents PART I. FINANCIAL INFORMATION Page(s) Item 1 -- Consolidated Financial Statements: Condensed Balance Sheets as of March 31, 1999 (unaudited) and December 31, 1998 3 Condensed Statements of Operations for the Three Months Ended March 31, 1999 and 1998 (unaudited) 4 Condensed Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998 (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 7-9 PART II. OTHER INFORMATION Item 1 -- Legal Proceedings 9-10 Item 2 -- Changes in Securities 10 Item 3 -- Defaults upon Senior Securities 10 Item 4 -- Submission of Matters to a Vote of Security Holders 10 Item 5 -- Other Information 10 Item 6 -- Exhibits and Reports on Form 8-K 10-11 Signatures 12 Exhibit 11.1 13 Exhibit 27 14 2 PART I - FINANCIAL INFORMATION ITEM 1 - Financial Statements WIRELESS TELECOM GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
- ASSETS - MARCH 31, DECEMBER 31, 1999 1998 ------------- ----------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents $23,988,407 $ 9,031,724 Accounts receivable -- net of allowance for doubtful accounts of $36,365 and $134,013, respectively 2,015,173 2,611,953 Inventories 1,309,877 7,862,143 Prepaid expenses and other current assets 566,938 1,109,495 ------------ ------------ TOTAL CURRENT ASSETS 27,880,395 20,615,315 PROPERTY, PLANT AND EQUIPMENT - NET 721,963 2,875,426 OTHER ASSETS 4,067,649 631,458 ------------ ------------ $32,670,007 $24,122,199 ============ ============ - LIABILITIES AND SHAREHOLDERS' EQUITY - CURRENT LIABILITIES Accounts payable $ 684,464 $ 780,410 Accrued expenses and other current liabilities 2,618,156 195,784 Income tax payable 1,922,809 -- ------------- ------------ TOTAL CURRENT LIABILITIES 5,225,429 976,194 ------------ ------------ DEFERRED INCOME TAXES 306,610 306,610 ------------ ------------ OTHER L/T LIABILITIES 194,444 -- ------------ ------------ COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY (NOTE 4): Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued -- -- Common stock, $.01 par value, 30,000,000 shares authorized, 17,702,298 shares issued 177,023 177,023 Additional paid-in-capital 6,631,061 6,631,061 Retained earnings 20,403,249 16,299,120 Treasury stock at cost, 145,000 shares (267,809) (267,809) ------------ ------------ 26,943,524 22,839,395 ------------ ------------ $32,670,007 $24,122,199 ============ ============
The accompanying notes are an integral part of these financial statements. 3 WIRELESS TELECOM GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31, --------------------------- 1999 1998 ---- ---- NET SALES $ 1,543,724 $ 2,066,934 ----------- ----------- COSTS AND EXPENSES Cost of sales 389,200 784,914 Operating expenses 496,981 612,728 Interest, dividend and other income (213,580) (99,909) ----------- ----------- TOTAL COSTS AND EXPENSES 672,601 1,297,733 ----------- ----------- INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAX 871,123 769,201 PROVISION FOR INCOME TAXES 327,846 278,228 ----------- ----------- INCOME FROM CONTINUING OPERATIONS 543,277 490,973 DISCONTINUED OPERATIONS: Income (Loss) from discontinued operations - net of income taxes (17,982) 709,574 Gain on sale of test equipment business - net of income taxes 3,578,834 -- ----------- ----------- NET INCOME $ 4,104,129 $ 1,200,547 =========== =========== NET INCOME PER COMMON SHARE (NOTE 2): BASIC Continuing Operations $ .03 $ .03 Discontinued Operations .20 .04 ----------- ----------- $ .23 $ .07 =========== =========== DILUTED Continuing Operations $ .03 $ .03 Discontinued Operations .20 $ .04 ----------- ----------- $ .23 $ .07 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 WIRELESS TELECOM GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31, ------------------------------ 1999 1998 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 4,104,129 $ 1,200,547 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 135,896 101,695 Deferred income taxes -- 5,990 Other Income (5,556) -- Provision for losses on accounts receivable (97,648) 17,406 Gain on sale of discontinued division (5,583,204) -- Changes in assets and liabilities: (Increase) decrease in accounts receivable 694,428 (1,269,193) (Increase) decrease in inventories (108,586) 344,949 Decrease in prepaid expenses and other assets 915,865 45,814 (Decrease) in accounts payable and accrued expenses (127,004) (703,284) Increase in income taxes payable 1,922,809 -- ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,851,129 (256,076) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (162,784) (139,289) Officer's life insurance 24,159 -- Proceeds from sale of discontinued division 16,730,730 -- Proceeds from covenant not to compete 200,000 -- Purchase of Noise Product line (2,500,000) -- Expenses related to disposal (1,186,551) -- ------------ ------------ NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 13,105,554 (139,289) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid -- (877,545) Proceeds from exercise of stock options -- 203,979 ------------ ------------- NET CASH (USED) FOR FINANCING ACTIVITIES -- (673,566) ------------ ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 14,956,683 (1,068,931) Cash and cash equivalents, at beginning of year 9,031,724 7,546,625 ------------ ------------ CASH AND CASH EQUIVALENTS, AT END OF PERIOD $23,988,407 $ 6,477,694 ============ ============ SUPPLEMENTAL INFORMATION: Cash paid during the period for: Taxes $ 15,280 $ 636,000
The accompanying notes are an integral part of these financial statements. 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 March 31, 1999 and the condensed consolidated statements of operations for the three month periods ended March 31, 1999 and 1998 and the condensed consolidated statements of cash flows for the three month periods ended March 31, 1999 and 1998 have been prepared by the Company without audit. The consolidated financial statements include the accounts of Wireless Telecom Group, Inc. and its wholly-owned subsidiary WTG Foreign Sales Corporation. WTG Foreign Sales Corporation began operations as a subsidiary of the Company in February 1996. On March 11, 1999 the Company consummated the sale of all of its Wireless Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey corporation ("TAS"), for a purchase price of approximately $19 million ($2 million of which is held in escrow to secure certain obligations of the Company under the Asset Purchase Agreement) pursuant to an Asset Purchase Agreement, dated January 7, 1999, between the Company and TAS (the "Asset Purchase Agreement"). Also, pursuant to the Asset Purchase Agreement, the Company purchased TAS' products relating to single-function noise generation (the "Noise Assets") for a purchase price of approximately $2.5 million, and the Company and TAS entered into non-competition agreements with the businesses associated with the respective products purchased by each. 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 only, which are necessary to present fairly the Company's results for the interim periods being presented. 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, 1998, 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. The results of operations for the three month periods ended March 31, 1999 and 1998 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. The Company has adopted SFAS 128 "Earnings Per Share" ("SFAS 128"), which has changed the method for calculating earnings per share. SFAS 128 requires the presentation of "basic" and "diluted" earnings per share on the face of the income statement. Prior period earnings per share data have been restated in accordance with Statement 128. NOTE 3 - REVOLVING CREDIT LINE The Company had an agreement with its bank, which provided for an unsecured line of credit in the amount of $7,000,000 with interest at the bank's prime rate. This agreement expired on September 30, 1998 and was not renewed. 6 NOTE 4 - DIVIDENDS The Company paid cash dividends aggregating $.05 per share for the year ending December 31, 1998. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"), develops, manufactures and markets a wide variety of electronic noise sources, and in addition, until March 11, 1999, test instruments for the wireless telecommunication industry. The Company's products have historically been primarily used to test the performance and capability of cellular/PCS and satellite communications systems. Other applications include radio, radar, wireless local area network (WLAN) and digital television. On March 11, 1999 the Company consummated the sale of all of its Wireless Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey corporation ("TAS"), for a purchase price of approximately $19 million ($2 million of which is held in escrow to secure certain obligations of the Company under the Asset Purchase Agreement) pursuant to an Asset Purchase Agreement, dated January 7, 1999, between the Company and TAS (the "Asset Purchase Agreement"). Also, pursuant to the Asset Purchase Agreement, the Company purchased TAS' products relating to single-function noise generation (the "Noise Assets") for a purchase price of approximately $2.5 million, and the Company and TAS entered into non-competition agreements with the businesses associated with the respective products purchased by each. The financial information presented herein includes: (i) Condensed consolidated balance sheets as of March 31, 1999 and as of December 31, 1998 (ii) Condensed consolidated statements of operations for the three month periods ended March 31, 1999 and 1998 and (iii) Condensed consolidated statements of cash flows for the three month periods ended March 31, 1999 and 1998. OPERATIONS For the three months ended March 31, 1999 as compared to the corresponding period of the previous year, net sales decreased to $1,543,724 from $2,066,934 a decrease of $523,210 or 25.3%. This decrease was due to the timing of shipments and product mix. The Company did experience variations in sales due to certain large orders which were shipped in the first quarter of 1998. The Company's gross profit on net sales for the three months ended March 31, 1999 was $1,154,524 or 74.8% as compared to $1,282,020 or 62.0% for the three months ended March 31, 1998. 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 three months ended March 31, 1999 were $496,981 or 32.2% of net sales as compared to $612,728 or 29.6% of net sales for the three months ended March 31, 1998. For the three months ended March 31, 1999 as compared to the same period of the prior year, operating expenses decreased in dollars by $115,747. This decrease is primarily due to controlled expenditures for research and development, advertising and selling, and commission expenses. 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Interest, dividend and other income increased by $113,671 for the three months ended March 31, 1999. This increase was due to a higher average investment balance during 1999. Net income from continuing operations increased to $543,277, or $.03 per share, for the three months ended March 31, 1999 as compared to $490,973, or $.03 per share for the three months ended March 31, 1998. The explanation of these changes can be derived from the analysis given above of operations for the quarter ending March 31, 1999 and 1998, respectively. As a result of the sale of The Wireless Test Equipment Business (see above) the Company realized a gain of $3,578,834 net of tax of $2,004,371. For the three months ended March 31, 1998, income from this portion of the business was $709,574 as compared to a loss of $17,982 for the current quarter. LIQUIDITY AND CAPITAL RESOURCES: The Company's working capital has increased by $3,015,845 to $22,654,966 at March 31, 1999, from $19,639,121 at December 31, 1998. At March 31, 1999 the Company had a current ratio of 5.3 to 1, and a ratio of debt to net worth of .21 to 1. At December 31, 1998 the Company had a current ratio of 21.1 to 1, and a ratio of debt to net worth of less than .1 to 1. Cash provided by operations was $1,851,129 for the period ending March 31, 1999. Cash provided by net income of $4,104,129 was offset by a gain in the sale of discontinued operations of $5,583,204. In addition, the company decreased accounts receivable by $694,428 and increased its income taxes payable by $1,922,809. The Company also realized a decrease in prepaid expenses of $915,865 and an increase in inventory of $108,586. This increase in inventory is a result of balancing production requirements while maintaining manageable levels of goods on hand. Operating activities used $256,076 in cash flows for the comparable period in 1998. Cash used for operations was primarily due to net income offset by increases in accounts receivable and decreases in accounts payable. Net cash provided by investing activities for the quarter ending March 31, 1999 was $13,105,554. In 1999, the Company realized proceeds of $16,730,730 from the sale of its Wireless Test Equipment Business partially offset by $2,500,000 for the purchase of the Noise Product Line from Telecom Analysis Systems, and $1,186,551 for expenses relating to the disposal of the Wireless Test Equipment Business. For the quarter ended March 31, 1998 net cash used for investing activities was $139,289. In 1998, these funds were used for capital expenditures. Net cash used for financing activities for the quarter ending March 31, 1999 and 1998 were $0.00 and $673,566, respectively. The payment of quarterly cash dividends was the primary use of these funds in 1998. These cash outlays were partially offset by proceeds from the exercise of stock options. During 1998, the Company declared quarterly cash dividends aggregating $877,545 or $.05 per common share. The Company believes that its financial resources from working capital provided by operations are adequate to meet current requirements. INFLATION AND SEASONALITY The Company does not anticipate that inflation will significantly impact its business nor does it believe that its business is seasonal. 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) IMPACT OF THE YEAR 2000 ISSUE The Company is in the process of assessing its information technology ("IT") and non-IT computer systems and operations to identify and determine the extent to which any such systems will be susceptible to potential malfunctions as a result of the Year 2000 ("Y2K") problem. The Y2K problem arose because many existing computer programs use only the last two digits to refer to a particular year, rather than four. Therefore, these computer programs do not properly recognize a year that begins with "20" instead of the familiar "19". Any of the Company's systems utilizing such last two-digit system to refer to a particular year may not recognize the year 2000; but rather, assume the year to be 1900. This could potentially result in major system failures or miscalculations, causing disruption of operations, including, but not limited to, a temporary inability to process transactions, billing and customer service or to engage in normal business activities. The Company is currently upgrading its computer systems and operations to ensure that all such systems are, or will be prior to January 1, 2000, Y2K compliant. The Company estimates that it will incur aggregate costs of $60,000 for such upgrade, of which the Company has incurred $29,000 to date. Such costs will be borne out of the Company's general working capital funds. There can be no assurance, however, that the Company will achieve full Y2K compliance before the end of 1999 or that such costs will not increase. In addition to assessing its own computer systems and operations, the Company is currently conducting an external review of its vendors and suppliers. However, the Company does not believe that its relationship with any one vendor or supplier is material to the extent that such party's Y2K noncompliance would have a material adverse effect on the Company's business and operations. Notwithstanding, the Company may experience problems to the extent that a large number of its suppliers or vendors are not Y2K compliant, and there can be no assurance that such problems would not have a material adverse effect on the Company. Although the Company anticipates, although there can be no assurance, that its computer systems and operations will be fully Y2K compliant by the end of 1999, the Company does not currently have any contingency plans in the event such systems and operations are not, and there can be no assurance that any effective contingency plans will be developed or implemented. A failure of the Company to effectively upgrade its computer systems to become Y2K compliant before the end of 1999 could have a material adverse effect on the Company's business, financial position and results of operations. The most reasonably likely worst case scenario would be a systems failure beyond the control of the Company from operating its business. The Company believes that such failure would likely lead to lost revenues, increased operating costs, loss of customers or other business interruptions of a material nature. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS On March 15, 1999, a complaint was filed in the Superior Court of the State of California for the County of Orange. The action was brought by Mr. David Day, an individual; David Day d/b/a Day Test & Measurements and Day Test & Measurements, as plaintiffs against Noise Com, Inc., a New Jersey corporation; Wireless Telecom Group, Inc., a New Jersey corporation; Telecom Analysis Systems, Inc., Bowthorpe PLC and Does 1 through 100, inclusive as defendants. The action sets forth several causes of action, including breach of contract and fraud relating to an alleged failure of the defendants to pay full commissions allegedly owed to the plaintiff. The plaintiffs allege damages in excess of $1 million from each of the defendants. The Company believes that the damages that might be awarded to the plaintiffs in connection with this matter would not have a material adverse effect on the Company's business, financial condition or results of operations. 9 PART II - OTHER INFORMATION (CONTINUED) On about April 26, 1999, Noise Com, Inc. ("Noise Com") filed the motion to strike the complaint filed against it in the Superior Court of the State of California on the grounds; (a) that the complaint fails to join as a plaintiff the party named in the contract and improperly joins as plaintiffs parties who are not signatories to the contract; (b) fails to state facts sufficient to make our claims for fraud or breach of fiduciary duty; (c) seeks relief to which plaintiffs' are not entitled under California law, including attorney's fees and punitive damages. On April 23, 1999, Noise Com commenced an arbitration proceeding against Day Test and Measurements ("Day Test"), a plaintiff in the aforementioned California action. In the arbitration, venued in New Jersey and brought under the rules of the American Arbitration Association, Noise Com alleges that Day Test, a former sales representative for Noise Com, failed to act with diligence and loyalty in performing its duties as Noise Com's agent. Also, the arbitration seeks to resolve the dispute concerning the commissions allegedly due Day Test. On April 27, 1999, Day Test objected to the arbitration, claiming that it never agreed to arbitrate disputes with Noise Com. In response to Day Test's objection, on May 6, 1999, Noise Com filed an action in the Superior Court of New Jersey, County of Bergen, seeking a declaratory judgement requiring Day Test to participate in the aforementioned New Jersey arbitration. Alternatively, Noise Com asks that the parties' disputes be decided by the New Jersey Court. Item 2. CHANGES IN SECURITIES Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. Item 5. OTHER INFORMATION Not applicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 11.1 Computation of per share earnings 27 Financial Data Schedule (b) Reports on Form 8-K: On January 25, 1999, the Company filed a Current Report on Form 8-K, dated January 7, 1999, with the Securities and Exchange Commission (the "Commission") therein reporting under "Item 5 - Other Events," the Company's execution of an asset purchase agreement, dated January 7, 1999 (the "Asset Purchase Agreement"), with Telecom Analysis Systems, Inc. ("TAS"), whereby the Company agreed to sell its Test Equipment Assets (as defined in the Asset Purchase Agreement) to TAS (the "Transaction"). The Company also filed in such report under "Item 7 Financial Statements, Pro Forma Financial Information and Exhibits," the Company's press release, dated January 8, 1999, therein announcing the Company's and TAS' execution of the Asset Purchase Agreement. 10 PART II - OTHER INFORMATION (CONTINUED) On March 26, 1999, the Company filed a Current Report on Form 8-K, dated March 11, 1999, with the Commission therein reporting the consummation of the Transaction under "Item 5 - Acquisition or Disposition of Assets." The Company also filed in such report under "Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits," the pro forma financial statements reflecting the Transaction, the Asset Purchase Agreement, Non-Competition Agreements between the Company and TAS and the Company's press release, dated March 11, 1999, therein announcing the consummation of the Transaction. 11 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: May 10, 1999 /S/ Edward Garcia ---------------------------- Edward Garcia Chairman and Chief Executive Officer Date: May 10, 1999 /S/ Demir Richard Eden ------------------------------------ Demir Richard Eden Acting Chief Financial Officer 12 EX-11 2 EXHIBIT 11.1 Exhibit 11.1 WIRELESS TELECOM GROUP, INC. COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
MARCH 31, 1999 MARCH 31, 1998 -------------- -------------- Income from continuing operations $ 543,277 $ 490,973 Income from discontinued operations and Gain on sale of test equipment business 3,560,852 709,574 ----------- ----------- Net Income $ 4,104,129 $ 1,200,547 =========== =========== BASIC EARNINGS: Weighted average number of common shares outstanding 17,557,298 17,484,259 =========== =========== Basic earnings per common share: Continuing operations $0.03 $0.03 Discontinued operations 0.20 0.04 ----------- ----------- $0.23 $0.07 =========== =========== DILUTED EARNINGS: Weighted average number of common shares outstanding 17,557,298 17,484,259 Stock Options -- 171,059 ----------- ----------- Weighted average number of common shares outstanding, as adjusted 17,557,298 17,655,318 =========== =========== Diluted earnings per common share: Continuing operations $0.03 $0.03 Discontinued operations 0.20 0.04 ----------- ----------- $0.23 $0.07 =========== ===========
13 EX-27 3 EXHIBIT 27
5 The schedule contains summary financial information extracted from the consolidated financial statements for the quarter ended March 31, 1999 and is qualified in its entirety by reference to such statements. 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 23,988,407 0 2,051,538 36,365 1,309,877 27,880,395 1,761,288 1,039,325 32,670,007 5,225,429 0 0 177,023 0 26,766,501 32,670,007 1,543,724 1,543,724 389,200 672,601 0 0 0 871,123 327,846 543,277 (17,982) 3,578,834 0 4,104,129 0.23 0.23
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