-----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, AEycr6obmW843zTSqWZbrQxBLyQf/X9ufsUtnnlPXlRe2XgYbbi7lkloVpFJhEHX mDHphzb9lh+dS+lurFZjBQ== 0000950117-99-002302.txt : 19991111 0000950117-99-002302.hdr.sgml : 19991111 ACCESSION NUMBER: 0000950117-99-002302 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991110 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: 99745629 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 September 30, 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 17,139,998 - ------------------------------ ------------------- Class Outstanding Shares At November 8, 1999
WIRELESS TELECOM GROUP, INC. Table of Contents
Page(s) PART I. FINANCIAL INFORMATION Item 1 -- Consolidated Financial Statements: Condensed Balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998 3 Condensed Statements of Operations for the Three and Nine Months Ended September 30, 1999 and 1998 (unaudited) 4 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 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 7-10 PART II. OTHER INFORMATION Item 1 -- Legal Proceedings 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 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-
SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------ ------------ (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents (Note 1) $ 23,623,799 $ 9,031,724 Accounts receivable -- net of allowance for doubtful accounts of $78,837 and $134,013, respectively 935,520 2,611,953 Inventories 1,383,240 7,862,143 Prepaid expenses and other current assets 108,780 1,109,495 ------------ ------------- TOTAL CURRENT ASSETS 26,051,339 20,615,315 PROPERTY, PLANT AND EQUIPMENT - NET 643,787 2,875,426 OTHER ASSETS 3,959,640 631,458 ------------ ------------- $ 30,654,766 $ 24,122,199 ============ ============= -LIABILITIES AND SHAREHOLDERS' EQUITY- CURRENT LIABILITIES Accounts payable $ 559,511 $ 780,410 Accrued expenses and other current liabilities 1,715,039 195,784 Income tax payable 603,745 - ------------ ------------ TOTAL CURRENT LIABILITIES 2,878,295 976,194 ------------ ------------ DEFERRED INCOME TAXES 306,610 306,610 ------------ ------------ OTHER L/T LIABILITIES 161,108 - ------------ ------------ 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 issued 177,023 177,023 Additional paid-in-capital 6,631,061 6,631,061 Retained earnings 21,724,824 16,299,120 Treasury stock at cost, 562,300 and 145,000 shares, respectively (1,224,155) (267,809) ------------ ------------ 27,308,753 22,839,395 ------------ ------------ $ 30,654,766 $ 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 For the Nine Months Ended September 30, Ended September 30, ----------------------- ------------------------ 1999 1998 1999 1998 ---- ---- ---- ---- NET SALES $ 1,793,879 $ 1,383,343 $ 5,103,298 $ 5,455,067 ----------- ----------- ----------- ------------ COSTS AND EXPENSES Cost of sales 526,070 659,855 1,479,787 2,197,062 Operating expenses 694,259 667,026 1,738,035 1,992,799 Interest, dividend and other income (350,140) (112,337) (867,855) (303,734) ---------- ---------- ---------- ------------ TOTAL COSTS AND EXPENSES 870,189 1,214,544 2,349,967 3,886,127 ---------- ---------- ---------- ------------ INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX 923,690 168,799 2,753,331 1,568,940 PROVISION FOR INCOME TAXES 255,094 61,591 906,364 563,438 ---------- ---------- ---------- ------------ INCOME FROM CONTINUING OPERATIONS 668,596 107,208 1,846,967 1,005,502 DISCONTINUED OPERATIONS (NOTE 1): Income (Loss) from discontinued operations - net of income taxes 333 (242,397) 8,353 (313,827) Gain (Loss) on sale of test equipment business - net of income taxes (17,267) - 3,570,384 - ---------- ---------- ----------- ------------ NET INCOME (LOSS) $ 651,662 $ (135,189) $ 5,425,704 $ 691,675 ========== ========== =========== ============ NET INCOME (LOSS) PER COMMON SHARE (NOTE 2): BASIC Continuing Operations $ .04 $ .00 $ .11 $ .06 Discontinued Operations .00 (.01) .20 (.02) ---------- ---------- ----------- ------------ $ .04 $ (.01) $ .31 $ .04 ========== ========== =========== ============ DILUTED Continuing Operations $ .04 $ .00 $ .11 $ .06 Discontinued Operations .00 (.01) .20 (.02) ---------- ---------- ----------- ------------ $ .04 $ (.01) $ .31 $ .04 ========== ========== =========== ============
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 Nine Months Ended September 30, ---------------------- 1999 1998 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 5,425,704 $ 691,675 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 322,715 335,423 Deferred income taxes - 19,970 Other Income (38,892) - Provision for losses on accounts receivable 410,914 25,672 Gain on sale of discontinued division (5,571,467) - Changes in assets and liabilities: Decrease in accounts receivable 1,265,518 1,168,927 (Increase) decrease in inventories (181,949) 1,155,100 (Increase) decrease in prepaid expenses and other assets 889,083 (727,407) (Decrease) in accounts payable and accrued expenses (400,309) (280,199) Increase in income taxes payable 603,745 - --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,725,062 2,389,161 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (178,477) (949,506) Officer's life insurance 24,159 - Proceeds from sale of discontinued division 17,230,730 - Proceeds from covenant not to compete 200,000 - Purchase of Noise Product line (2,500,000) - Expenses related to disposal (1,953,052) - ---------- --------- NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 12,823,360 (949,506) ---------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid - (877,545) Proceeds from exercise of stock options - 208,978 Acquisition of treasury stock (956,347) - ---------- --------- NET CASH (USED FOR) FINANCING ACTIVITIES (956,347) (668,567) ---------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 14,592,075 771,088 Cash and cash equivalents, at beginning of year 9,031,724 7,546,625 ----------- ---------- CASH AND CASH EQUIVALENTS, AT END OF PERIOD $23,623,799 $8,317,713 =========== ========== SUPPLEMENTAL INFORMATION: Cash paid during the period for: Taxes $ 2,068,780 $1,038,000
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 September 30, 1999 and the condensed consolidated statements of operations for the three and nine month periods ended September 30, 1999 and 1998 and the condensed consolidated statements of cash flows for the nine month periods ended September 30, 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 ($1.5 million 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 business 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 and nine month periods ended September 30, 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. 6 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. NOTE 4 - DIVIDENDS The Company paid cash dividends aggregating $.05 per share of Common Stock, 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 telecommunications 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 its Wireless Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey corporation ("TAS"), for a purchase price of approximately $19 million ($1.5 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 the single-function noise generation business (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 as regards continuing operations presented herein includes: (i) Condensed consolidated balance sheets as of September 30, 1999 and as of December 31, 1998 (ii) Condensed consolidated statements of operations for the three and nine month periods ended September 30, 1999 and 1998 and (iii) Condensed consolidated statements of cash flows for the nine month periods ended September 30, 1999 and 1998. CONTINUING OPERATIONS For the nine months ended September 30, 1999 as compared to the corresponding period of the previous year, net sales from continuing operations decreased to $5,103,298 from $5,455,067 a decrease of $351,769 or 6.4%. For the quarter ended September 30, 1999 as compared to the corresponding period of the previous year, net sales from continuing operations increased to $1,793,879 from $1,383,343 an increase of $410,536 or 29.7%. This decrease/increase was due to the timing of shipments and product mix. 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The Company's gross profit on net sales for the nine months ended September 30, 1999 was $3,623,511 or 71.0% as compared to $3,258,005 or 59.7% for the nine months ended September 30, 1998. Gross profit on net sales for the quarter ended September 30, 1999 was $1,267,809 or 70.7% as compared to $723,488 or 52.3% for the three months ended September 30, 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 nine months ended September 30, 1999 were $1,738,035 or 34.1% of net sales as compared to $1,992,799 or 36.5% of net sales for the nine months ended September 30, 1998. Operating expenses for the quarter ended September 30, 1999 were $694,259 or 38.7% of net sales as compared to $667,026 or 48.2% of net sales for the quarter ended September 30, 1998. For the nine months ended September 30, 1999 as compared to the same period of the prior year, operating expenses decreased in dollars by $254,764. This decrease is primarily due to controlled expenditures for research and development, advertising and selling, and commission expenses. For the three months ended September 30, 1999 as compared to the same quarter in the prior year, operating expenses increased by $27,233. This is primarily due to an increase in professional and legal fees. Interest, dividend and other income increased by $564,121 for the nine months ended September 30, 1999 and by $237,803 for the quarter ended September 30, 1999. This increase was due to a higher average investment balance during 1999 as a result of the increase in cash from the sale of assets described above. Additionally, interest rates have increased in the past quarter. Net income from continuing operations increased to $1,846,967, or $.11 per share, for the nine months ended September 30, 1999 as compared to $1,005,502, or $.06 per share for the nine months ended September 30, 1998. The Company realized net income from continuing operations for the quarter ended September 30, 1999 of $668,596 or $.04 per share as compared to net income from continuing operations of $107,208 or $.00 per share for the three months ended September 30, 1998. The explanation of these changes can be derived from the analysis given above of operations for the three and nine month periods ending September 30, 1999 and 1998, respectively. LIQUIDITY AND CAPITAL RESOURCES: The Company's working capital has increased by $3,533,923 to $23,173,044 at September 30, 1999, from $19,639,121 at December 31, 1998. At September 30, 1999 the Company had a current ratio of 9.1 to 1, and a ratio of debt to net worth of .12 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. The Company realized cash provided by operations of $2,725,062 for the nine month period ending September 30, 1999. This increase was primarily due to cash provided by net income of $5,425,704, a reduction of outstanding receivables of $1,265,518, a reduction of prepaid expenses of $889,083 and an increase in income taxes payable of $603,745 which was offset by the gain in the sale of discontinued operations of $5,571,467. 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The Company has historically been able to turn over its accounts receivable approximately every two months. This average collection period has been sufficient to provide the working capital and liquidity necessary to operate the Company. The Company continues to monitor production requirements and delivery times while maintaining manageable levels of goods on hand. Operating activities provided $2,389,161 in cash flow for the comparable nine month period in 1998. Cash provided by net income of $691,675, a reduction of outstanding receivables of $1,168,927 and a reduction of inventory of $1,155,100 was offset by an increase in prepaid expenses of $727,407 and a decrease in accounts payable of $280,199. Net cash provided by investing activities for the nine months ended September 30, 1999 was $12,823,360. In 1999, the Company realized proceeds of $17,230,730 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 $1,953,052 for expenses relating to the disposal of the Wireless Test Equipment Business. For the nine months ended September 30, 1998, net cash used for investing activities was $949,506. In 1998, these funds were used for capital expenditures. Net cash used for financing activities for the nine month periods ending September 30, 1999 and 1998 was $956,347 and $668,567, respectively. The Company reacquired shares of its common stock in the open market during the second and third quarters of 1999. For the nine months ended September 30, 1998, the payment of quarterly cash dividends was the primary use of these funds. 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. 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 systems 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. 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) 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 $52,000 to date. Such costs will be borne out of the Company's general working capital funds. There can be no assurance, however, 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. 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 a failure would likely lead to lost revenues, increased operating costs, loss of customers or other business interruptions that could be of a material nature. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS See Part II - Item 1. Legal Proceedings included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. 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. 10 PART II - OTHER INFORMATION (CONTINUED) 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: 1. Form 8-K, dated September 7, 1999, reporting on Item 5, the execution of an Agreement and Plan of Reorganization (the "Agreement") among the Registrant, WTT Acquisition Corp. (a wholly owned subsidiary of the Registrant), Boonton Electronics Corp. and certain Boonton shareholders. 2. Form 8-K, dated October 27, 1999, reporting on Item 5, the termination of the above referenced Agreement. 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: November 8, 1999 /S/Edward Garcia ------------------------------- Edward Garcia Chairman and Chief Executive Officer Date: November 8, 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)
For the Three Months For the Nine Months Ended September 30, Ended September 30, ---------------------- ---------------------- 1999 1998 1999 1998 ---- ---- ---- ---- Income from continuing operations $ 668,596 $ 107,208 $1,846,967 $1,005,502 Income (Loss) from discontinued operations and gain on sale of test equipment business (16,934) (242,397) 3,578,737 (313,827) --------- ---------- ---------- ---------- Net Income (Loss) $ 651,662 $ (135,189) $5,425,704 $ 691,675 ========= ========== ========== ========== BASIC EARNINGS (LOSS): Weighted average number of common shares Outstanding 17,173,988 17,557,298 17,416,122 17,533,180 ========== ========== ========== ========== Basic earnings (loss) per common share: Continuing operations $0.04 $ 0.00 $0.11 $ 0.06 Discontinued operations 0.00 (0.01) 0.20 (0.02) ---------- ---------- ---------- ---------- $0.04 $(0.01) $0.31 $ 0.04 ========== ========== ========== ========== DILUTED EARNINGS (LOSS): Weighted average number of common shares Outstanding 17,173,988 17,557,298 17,416,122 17,533,180 Stock Options 84,401 - 67,385 41,344 ---------- ---------- ---------- ---------- Weighted average number of common shares outstanding, as adjusted 17,258,389 17,557,298 17,483,507 17,574,524 ========== ========== ========== ========== Diluted earnings (loss) per common share: Continuing operations $0.04 $ 0.00 $0.11 $ 0.06 Discontinued operations 0.00 (0.01) 0.20 (0.02) ---------- ---------- ---------- ---------- $0.04 $(0.01) $ 0.31 $ 0.04 ========== ========== ========== ==========
13 EX-27 3 EXHIBIT 27
5 The schedule contains summary financial information extracted from the consolidated financial statements for the quarter ended September 30, 1999 and is qualified in its entirety by reference to such statements. 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 23,623,799 0 1,014,357 78,837 1,383,240 26,051,339 1,773,899 1,130,112 30,654,766 2,878,295 467,718 177,023 0 0 27,131,730 30,654,766 5,103,298 5,103,298 1,479,787 2,349,967 0 410,914 0 2,753,331 906,364 1,846,967 3,578,737 0 0 5,425,704 0.31 0.31
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