2014 ANNUAL REPORT
Message from the CEO
Dear Shareholders,
For our fiscal 2014, Wireless Telecom Group, Inc. delivered excellent
financial performance with strong revenue and earnings results as we
increased consolidated revenue 19.3% and improved our income from
operations by 78.8% over the previous year. For the third consecutive
year, we achieved a significant increase in our overall revenue while
maintaining a strong balance sheet. We also continued to make im-
provements over the previous year in our cash flow generated from
operations.
We achieved strong revenue and income growth in our Network Solu-
tions segment. Our 2014 revenues in this segment increased by 28%
over 2013, driven by our strong position in the North American DAS
market, as we continue to gain traction globally. Our Network Solutions
segment income increased by 36% over 2013 to $7.6 million in 2014.
The primary driver of our growth was the implementation of LTE and
DAS to satisfy increasing users’ demand for bandwidth.
Our Test and Measurement segment showed slight growth in
2014. Our 2014 revenue increased approximately 3% over 2013 to
$12.1 million and segment income remained steady at approximately
$1.1 million for 2014.
Our two business segments allow us to participate in diverse markets.
These include RF and microwave instrumentation markets for our
long term government, military, commercial and aerospace blue chip
customers. The segments also position us to address the commer-
cial markets in the high growth broadband infrastructure build-out
as the capacity and coverage demands for 4G and LTE technologies
continue to grow. Consistent with industry performance, our fourth
quarter 2014 order flow softened slightly due to reductions in
capital spending by the major domestic carriers. According to a major
U.S. carrier, global mobile data usage will more than double by 2019,
increasing the need for global investment over the long term.
We are committed to taking the steps necessary so that our Network
Solutions segment is well-positioned to take advantage of this growth
and to allow our order flow to improve as carrier spending increases.
We are continually committed to providing value to our sharehold-
ers through strong financial performance in revenue, earnings and cash
flow and continue to look for opportunities to utilize our capital to
enhance long-term shareholder value.
I encourage you to read this year’s annual report and proxy statement
and to attend our annual shareholder meeting on June 10, 2015.
Thank you for your confidence and support.
Best Regards,
Paul Genova
Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
[ ]
OR
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
(State or other jurisdiction of
incorporation or organization)
25 Eastmans Road,
Parsippany, New Jersey
(Address of principal executive offices)
22-2582295
(I.R.S. Employer
Identification No.)
07054
(Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(973) 386-9696
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.01 per share
Name of each exchange
on which registered__
NYSE MKT
Securities registered pursuant to Section 12(g) of the Act:
none
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ]
No [X]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from
their obligations under those Sections.
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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filed. See
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Do not check if a smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
to the closing price as reported by NYSE MKT on June 30, 2014: $50,762,021
The aggregate market value of the registrants’ Common Stock, $.01 par value, held by non-affiliates and computed by reference
19,496,455
Number of shares of Wireless Telecom Group, Inc. Common Stock, $.01 par value, outstanding as of March 20, 2015:
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for the 2015 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report
on Form 10-K. Such Proxy Statement will be filed within 120 days of the end of the fiscal year covered by this Annual report on Form 10-K.
PART I
TABLE OF CONTENTS
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
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Item 1. Business
PART I
Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our”
or the “Company”), designs and manufactures radio frequency (“RF”) and microwave-based products for wireless
and advanced communications industries and currently markets its products and services worldwide under the
Boonton, Microlab and Noisecom® brands. Our complementary suite of high performance instruments and
components includes peak power meters, signal analyzers, RF passive components and integrated subsystems, noise
modules and precision noise generators. The Company serves both commercial and government markets with
workflow-oriented, built-for-purpose solutions in distributed antenna systems (“DAS”), cellular/mobile, WiFi,
WiMAX, private mobile radio, satellite, cable, radar, avionics, medical, and computing applications. The
consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as, and
operating under the trade name, Noise Com, Inc., and its wholly-owned subsidiaries Boonton Electronics
Corporation, Microlab/FXR, WTG Foreign Sales Corporation and NC Mahwah, Inc. The corporate website address
is www.wtcom.com. Noise Com, Inc., Boonton Electronics Corporation and Microlab/FXR are hereinafter referred
to as “Noise Com”, “Boonton” and “Microlab”, respectively.
The Company presents its operations in two reportable segments: (1) network solutions and (2) test and
measurement. The network solutions segment is comprised primarily of the operations of Microlab. The test and
measurement segment is comprised primarily of the operations of Boonton and Noisecom.
Sales by reportable segment for the years ended December 31, 2014 and 2013 were as follows:
Network solutions
Test and measurement
2014
$28,211,609
12,125,759
$40,337,368
2013
$22,031,549
11,793,524
$33,825,073
Additional financial information on the Company’s reportable segments for each of the last two years is
included in the Company’s Notes to the consolidated financial statements (see Note 7, “Segment and Related
Information”) included as part of this annual report.
Market
Since the Company’s incorporation in the State of New Jersey in 1985, it has been primarily engaged in
supplying noise source products, electronic testing and measurement instruments, and passive components to
various customers. Approximately 88% and 86% of the Company’s consolidated sales in fiscal 2014 and 2013,
respectively, were derived from commercial customers. The remaining consolidated sales (approximately 12% and
14%, respectively) were comprised of sales made to the United States government (particularly the armed forces)
and prime defense contractors.
Products
The Company, through its Microlab subsidiary, designs and manufactures a wide selection of RF passive
components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure
markets, particularly for DAS, the in-building wireless solutions industry, radio base-station market and medical
equipment sector. Microlab's passive RF components share unique capabilities in the area of broadband frequency
coverage, minimal loss and low Passive Intermodulation (“PIM”).
Microlab product offerings include: neutral host DAS and co-siting combiner solutions, hybrid couplers and
hybrid matrices, cross band couplers, attenuators, RF terminations, RF power splitter and diplexers, as well as RF
combiners and broadband combiner boxes for in-building DAS deployments.
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The Company, through its Boonton subsidiary, designs and produces electronic test and measurement
equipment including power meters, voltmeters, capacitance meters, audio and modulation meters, portable passive
intermodulation test equipment for field-based testing of cellular transmission signals and accessory products. These
products measure the power of RF and microwave systems used by the military and in commercial sectors like
telecommunications.
Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain
power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety
of measurements to be made, including maximum power, peak power, average power and minimum power.
The Company’s noise components and instruments (noise source products) are used as a method to provide
wide band signals for sophisticated telecommunication and defense applications, and as a stable reference standard
for instruments and systems, including radar and satellite communications. Furthermore, noise sources can simulate
challenging signaling conditions in data and RF transmission systems. Examples are jitter testing for high speed data
lines used in modern computer architecture and signal to noise measurements to optimize wireless receivers and
transmitters. Additionally, noise sources are used for jamming RF signals, and blocking or disturbing enemy radar
and other communications, as well as insulating and protecting friendly communications.
Noise sources also are used in radar systems as part of built-in test equipment to continuously monitor the
radar receiver and in satellite communications where the use of back-up receivers are becoming more common as
the demand for communication availability and reliability is increasing. This test helps assure that the back-up
receiver is functional and ready.
The Company also offers a line of broadband test sources serving the Cable Television and Cable Modem
industry, including measurement solutions for CATV equipment, Data-Over-Cable (“DOCSIS”) and Digital TV.
The Company’s products consist of several models with varying degrees of capabilities, which can be
customized to meet particular customer requirements. They may be incorporated directly into the electronic
equipment concerned or may be stand-alone components or devices that are connected to, or used in conjunction
with, such equipment operating from an external site, in the factory or in the field. Prices of products range from
approximately $100 to $100,000 per unit, with most sales occurring between $2,000 and $35,000 per unit.
The Company’s products have extended useful lives and the Company provides recalibration services for its
instrument products to ensure their accuracy, for a fee, to its domestic and international customers, and also
calibrates test equipment manufactured by others. Such services accounted for approximately 3% and 4% of
consolidated sales for the years ended 2014 and 2013, respectively.
Marketing and Sales
As of March 20, 2015, the Company’s in-house marketing and sales force consisted of twenty-three
individuals. The Company promotes the sale of its products to customers and manufacturers’ representatives
through its web-site, product literature, publication of articles, presentations at technical conferences, direct
mailings, trade advertisements and trade show exhibitions.
The Company’s products are sold globally through its in-house sales people and by over one hundred
manufacturers’ representatives and distributors (i.e., the Company’s channel partners). Generally, our channel
partners do not stock inventories of the Company’s products. Channel partners accounted for 80% and 75% of the
Company’s consolidated sales for the years ended December 31, 2014 and 2013, respectively. For the years ended
December 31, 2014 and 2013, no channel partner accounted for more than 10% of total consolidated sales. The
Company does not believe that the loss of any single channel partner would have a material adverse affect on its
business.
The Company’s relationship with its channel partners is usually governed by written contracts that either
run for one-year renewable periods terminable by either party on 60 days prior notice or have indefinite lives
terminable by either party on 60 days prior notice. The contracts generally provide for territorial and product
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representation. The Company continually reviews and assesses the performance of its channel partners and makes
changes from time to time based on such assessments.
Management believes that its products offer state-of-the-art performance combined with outstanding
customer and technical support. The Company has always placed great emphasis on designing its products to be
user-friendly.
Customers
The Company currently sells the majority of its products to various commercial users in the communications
industry. Other sales are made to large defense contractors, which incorporate the Company’s products into their
products for sale to the U.S. and foreign governments, multi-national concerns and Fortune 500 companies.
For the year ended December 31, 2014, one customer accounted for approximately 10% of total
consolidated sales. For the year ended December 31, 2013, one customer accounted for 11% of total consolidated
sales and no other single customer accounted for 10% or more of total consolidated sales. The Company’s largest
customers vary from year to year. Accordingly, while the complete loss or substantial reduction of sales to any large
customer could have a material adverse affect on the Company, the Company has experienced shifts in sales patterns
with such large companies in the past without any material adverse affect. There can be no assurance, however, that
the Company will not experience future shifts in sales patterns not having a material adverse affect on its business.
Regional consolidated sales from operations for fiscal 2014 were made to customers in the Americas
($30,480,266 or 76% of total consolidated sales), Europe, Middle East and Africa ($5,212,246 or 13% of total
consolidated sales) and Asia Pacific ($4,644,856 or 11% of total consolidated sales).
Research and Development
The Company currently maintains an engineering staff (twenty-four individuals as of March 20, 2015)
whose duties include the improvement of existing products, modification of products to meet customer needs and
the engineering, research and development of new products and applications. Expenses for research and
development involve engineering for improvements and development of new products for commercial markets.
Such expenditures for operations include the cost of engineering services and engineering support personnel and
were approximately $3,380,000 and $2,645,000 for the years ended December 31, 2014 and 2013, respectively.
Competition
The Company competes against many companies, which utilize similar technology to that of the Company,
some of which are larger and have substantially greater resources and expertise in financial, technical and marketing
areas than the Company. Some of these companies include Agilent Technologies, Inc., Rhode & Schwartz GmbH &
Co. KG, Anritsu Corporation, Kathrein, Commscope and Westell Technologies, Inc. The Company competes by
having a niche in several product areas where it capitalizes on its expertise in manufacturing products with unique
specifications.
The Company designs its products with special attention to making them user-friendly, and re-evaluates its
products for the purpose of enhancing and improving them. The Company believes that these efforts, along with its
willingness to adapt its products to the particular needs of its customers and its intensive efforts in customer and
technical support, are factors that add to the competitiveness of its products.
Backlog
The Company’s consolidated backlog of firm orders shippable in the next twelve months was approximately
$2,600,000 at December 31, 2014, compared to approximately $3,200,000 at December 31, 2013. It is anticipated
that the majority of the backlog orders at December 31, 2014 will be filled during the current year. At March 30,
2015, the Company’s backlog was approximately $3,600,000. The stated backlog is not necessarily indicative of
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Company sales for any future period nor is a backlog any assurance that the Company will realize a profit from the
orders.
Inventory, Supplies and Manufacturing
The Company purchases components, devices and subassemblies from a wide variety of sources. The
Company’s inventory policy stresses maintaining substantial raw materials in order to minimize the Company’s
dependency on third-party suppliers and to improve the Company’s capacity to expedite production in response to
customer orders. However, shortages or delays of supplies may, in the future, have a material adverse impact on the
Company’s operations. For the year ended December 31 2014, two third-party suppliers each accounted for
approximately 12% of the Company’s total consolidated inventory purchases. For the year ended December 31,
2013, two third-party suppliers each accounted for 11% of the Company’s total consolidated inventory purchases.
No other third-party supplier accounted for 10% or more of the Company’s total consolidated inventory purchases
for either of the years ended 2014 or 2013.
The Company is not party to any formal written contract regarding the deliveries of its supplies and
components. It generally purchases such items pursuant to written purchase orders of both the individual and
blanket variety. Blanket purchase orders usually cover the purchase of a larger amount of items at fixed prices for
delivery and payment on specific dates.
The Company primarily produces its products by final and some intermediate assembly, calibration and
testing. Testing of products is generally accomplished at the end of the manufacturing process and is performed in-
house, as are all quality control processes. The Company utilizes modern equipment for the design, engineering,
manufacture, assembly and testing of its products.
Warranty and Service
The Company typically provides one-year warranties on its instrument products that cover both parts and
labor. The Company, at its option, repairs or replaces products that are defective during the warranty period, if the
proper preventive maintenance procedures have been followed by its customers. Repairs that are necessitated by
misuse of such products or are required outside the warranty period are not covered by the Company’s warranty.
In cases of defective products, the customer typically returns them to the Company’s facility. The
Company’s service personnel replace or repair the defective items and ship them back to the customer. Generally,
all servicing is done at the Company’s facility, and the Company charges its customers a fee for those service items
that are not covered by warranty. The Company’s Noisecom and Microlab divisions typically don’t offer their
customers any formal written service contracts. However, the Company’s Boonton division does offer its customers’
formal written service contracts for a fee.
Product Liability Coverage
The testing of electronic communications equipment and the accurate transmission of information entail a
risk of product liability by customers and others. Claims may be asserted against the Company by end-users of any
of the Company’s products.
The Company maintains product liability insurance coverage and no claims have been asserted for product
liability due to a defective or malfunctioning device. However, it is possible that the Company may be subject to
such claims in the future and corresponding litigation should one or more of its products fail to perform or meet its
specifications.
Intellectual Property
Proprietary information and know-how are important to the Company’s commercial success. The
trademarks “Boonton” and “Noise Com” are registered in the United States Patent and Trademark Office. There can
be no assurance that others will not either develop independently the same or similar information and know-how or
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obtain and use proprietary information of the Company. Certain key employees have signed confidentiality and non-
competition agreements regarding the Company’s proprietary information. There can be no assurance that the terms
of such agreements will not be breached.
The Company believes that its products do not infringe the proprietary rights of third parties. There can be
no assurance, however, that third parties will not assert infringement claims in the future.
REGULATION
Environmental Protection
The Company’s operations are subject to various federal, state, local, and foreign environmental laws,
ordinances and regulations that limit discharges into the environment, establish standards for the handling,
generation, use, emission, release, discharge, treatment, storage and disposal of, or exposure to, hazardous materials,
substances and waste, and require cleanup of contaminated soil and groundwater.
The New Jersey Department of Environmental Protection (the “NJDEP”) conducted an investigation in
1982 concerning disposal at a facility previously leased by the Company’s Boonton operations. The focus of the
investigation involved certain materials formerly used by Boonton’s manufacturing operations at that site and the
possible effect of such disposal on the aquifer underlying the property. The disposal practices and the use of the
materials in question were discontinued in 1978. The Company has cooperated with the NJDEP investigation and
has been diligently pursuing the matter in an attempt to resolve it in accordance with applicable NJDEP operating
procedures. The above referenced activities were conducted by Boonton prior to our acquisition of that entity in
2000.
In 1982, the Company and the NJDEP agreed upon a plan to correct ground water contamination at the
site, located in the township of Parsippany-Troy Hills, pursuant to which wells have been installed by the Company.
The plan contemplates that the wells will be operated and that soil and water samples will be taken and analyzed
until such time that contamination levels are satisfactory to the NJDEP. In 2014, the Company received approval
for a groundwater permit from the NJDEP to carry out the final Remedial Action Work Plan and report. Under the
final phase of the Remedial Action Work Plan, there will be limited and reduced monitoring and testing as long as
concentrations at the site continue on a decreasing trend.
Expenditures incurred by the Company during the year ended December 31, 2014 and 2013 in connection
with the site amounted to approximately $78,000 and $51,000, respectively. While management anticipates that the
expenditures in connection with this site will not be substantial in future years, the Company could be subject to
significant future liabilities and may incur significant future expenditures if further contaminants from Boonton’s
testing are identified and the NJDEP requires additional remediation activities. Management is unable to estimate
future remediation costs, if any, at this time. The Company will continue to be liable under the plan, in all future
years, until such time as the NJDEP releases it from all obligations applicable thereto.
At this time, the Company believes that it is in material compliance with all environmental laws, does not
anticipate any material expenditure to meet current or pending environmental requirements, and generally believes
that its processes and products do not present any unusual environmental concerns. Besides the matter referred to
above with the NJDEP, the Company is unaware of any existing, pending or threatened contingent liability that may
have a material adverse affect on its ongoing business operations.
Workplace Safety
The Company’s operations are also governed by laws and regulations relating to workplace safety and
worker health. The Company believes it is in material compliance with these laws and regulations and does not
believe that future compliance with such laws and regulations will have a material adverse affect on its results of
operations or financial condition. The Company also believes that it is in material compliance with all applicable
labor regulations.
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ITAR and Export Controls
The Company is subject to International Traffic in Arms Regulation, or ITAR. ITAR requires export
licenses from the U.S. Department of State for products shipped outside the U.S. that have military or strategic
applications.
The Company is also subject to the Export Administration Regulations, or EAR. The EAR regulates the
export of certain "dual use" items and technologies and, in some instances, requires a license from the U.S.
Department of Commerce.
Government Contracting Regulations
Because the Company has contracts with the federal government and its agencies, it is subject to audit from
time to time of our compliance with government regulations by various agencies, including the Defense Contract
Audit Agency, or DCAA. The DCAA reviews the adequacy of, and a contractor's compliance with, its internal
control systems and policies, including the contractor's purchasing, property, estimating, compensation and
management information systems. The DCAA has the right to perform audits on our incurred costs on all contracts
on a yearly basis.
Other governmental agencies, including the Defense Securities Service and the Defense Logistics Agency,
may also, from time to time, conduct inquiries or investigations regarding a broad range of our activities.
The Company’s principal products or services do not require any governmental approval, except for the
requirement that it obtain export licenses for certain of its products.
Employees
As of March 20, 2015, the Company had 124 full-time employees, including its officers, 66 of whom are
engaged in manufacturing and repair services, 11 in administration and financial control, 24 in engineering and
research and development, and 23 in marketing and sales.
The Company considers its relationship with its employees to be satisfactory.
The design and manufacture of the Company’s products require substantial technical capabilities in many
disparate disciplines, from mechanics and computer science to electronics and mathematics. While the Company
believes that the capability and experience of its technical employees compares favorably with other similar
manufacturers, there can be no assurance that it can retain existing employees or attract and hire the highly capable
technical employees it may need in the future on terms deemed favorable to the Company.
Investor Information
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as
amended (“Exchange Act”). Therefore, it files periodic reports, proxy statements and other information with the
Securities and Exchange Commission (“SEC”). Such reports, proxy statements and other information may be read
and copied by visiting the Public Reference Room of the SEC at 100 F Street N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically.
You can access financial and other information at the Company’s Investor Relations page on its website.
The address of our website is www.wtcom.com. The Company makes available, free of charge, copies of its
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after filing such material electronically or otherwise furnishing it to the SEC.
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Item 1A. Risk Factors
Our industry is highly competitive and if we are not able to successfully compete, we could lose market share
and our revenues could decline.
We operate in industries characterized by aggressive competition, rapid technological change, evolving
technology standards and short product life cycles. Current and prospective customers for our products evaluate our
capabilities against the merits of our direct competitors. We compete primarily on the basis of technology and
performance. We also compete on price. Many of our competitors utilize similar technologies to ours and have
substantially greater resources and expertise in financial, technical and marketing areas than we have. Our
competitors may introduce products that are competitively priced, have increased performance or functionality or
incorporate technological advances that we have not yet developed or implemented.
To remain competitive, we must continue to develop, market and sell new and enhanced products at
competitive prices, which will require significant research and development expenditures. If we do not develop new
and enhanced products or if we are not able to invest adequately in our research and development activities, our
business, financial condition and results of operations could be negatively impacted.
Many of our competitors are substantially larger than we are, and have greater financial, technical,
marketing and other resources than we have. Many of these large enterprises are in a better position to withstand any
significant reduction in capital spending by customers in our markets. They often have broader product lines and
market focus, and may not be as susceptible to downturns in a single market. These competitors may also be able to
bundle their products together to meet the needs of a particular customer, and may be capable of delivering more
complete solutions than we are able to provide. To the extent large enterprises that currently do not compete directly
with us choose to enter our markets by acquisition or otherwise, competition would likely intensify.
Unless we keep pace with changing technologies, we could lose existing customers and fail to win new
customers.
Our future success will depend upon our ability to develop and introduce a variety of new products and
services and enhancements to these new products and services in order to address the changing needs of the
marketplace. We may not be able to accurately predict which technologies customers will support. If we do not
introduce new products, services and enhancements in a timely manner, if we fail to choose correctly among
technical alternatives or if we fail to offer innovative products and services at competitive prices, customers may
forego purchases of our products and services and purchase those of our competitors. We must make long-term
investments and commit significant resources before knowing whether our predictions will eventually result in
products that the market will accept. We must accurately forecast volumes, mix of products and configurations that
meet customer requirements, and we may not succeed. If we do not succeed, we may be left with inventories of
obsolete products or we may not have enough of some products available to meet customer demand, which could
lead to reduced sales and higher expenses.
Our future research and development projects may not be successful.
The successful development of telecommunications products can be affected by many factors. Products that
appear to be promising at their early phases of research and development may fail to be commercialized for various
reasons, including the failure to obtain the necessary regulatory approvals. There is no assurance that any of our
future research and development projects will be successful or completed within the anticipated time frame or
budget or that we will receive the necessary approvals from relevant authorities for the production of these newly
developed products, or that these newly developed products will achieve commercial success. Even if such products
can be successfully commercialized, they may not achieve the level of market acceptance that we expect.
The cyclicality of our end user markets could harm our financial results.
Many of the end markets we serve, including but not limited to the commercial wireless market, have
historically been cyclical and have experienced periodic downturns. The factors leading to and the severity and
length of a downturn are very difficult to predict and there can be no assurance that we will appropriately anticipate
changes in the underlying end markets we serve or that any increased levels of business activity will continue as a
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trend into the future. If we fail to anticipate changes in the end markets we serve, our business, results of operations
and financial condition could be materially adversely affected. We are subject to fluctuations in technology spending
by existing and potential customers.
Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely
affect our ability to bring products to market and damage our reputation.
As part of our efforts to streamline operations and to minimize costs, we outsource aspects of our
manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract
manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality
levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn,
our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling
our customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our
control. Additionally, changing or replacing our contract manufacturers or other outsourcers could cause disruptions
or delays.
If our products do not perform as promised, we could experience increased costs, lower margins and harm
to our reputation.
The failure of our products to perform as promised could result in increased costs, lower margins and harm
to our reputation. We may not be able to anticipate all of the possible performance or reliability problems that could
arise with our existing or new products, which could result in significant product liability or warranty claims. In
addition, any defects found in our products could result in a loss of sales or market share, failure to achieve market
acceptance, injury to our reputation, indemnification claims, litigation, increased insurance costs and increased
service costs, any of which could discourage customers from purchasing our products and materially harm our
business.
The testing and use of electronic communications equipment and the accurate transmission of information
entail a risk of product liability claims being asserted by customers and third parties.
Claims may be asserted against us by end-users of any of our products for liability due to a defective or
malfunctioning device made by us, and we may be subject to corresponding litigation should one or more of our
products fail to perform or meet certain minimum requirements. Such a claim and corresponding litigation could
result in substantial costs, diversion of resources and management attention, termination of customer contracts and
harm to our reputation.
We are subject to various governmental regulations, compliance with which may cause us to incur
significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be
forced to recall products and cease their distribution, and we could be subject to civil or criminal penalties.
Our businesses are subject to various significant international, federal, state and local regulations, including
but not limited to health and safety, packaging, product content, labor and import/export regulations. These
regulations are complex, change frequently and have tended to become more stringent over time. We may be
required to incur significant expenses to comply with these regulations or to remedy violations of these regulations.
Any failure by us to comply with applicable government regulations could also result in cessation of our operations
or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or
expand our operations.
We are subject to laws and regulations governing government contracts, and failure to address these laws
and regulations or comply with such government contracts could harm our business by leading to a
reduction in revenue associated with these customers.
We have agreements relating to the sale of our products to government entities and, as a result, we are
subject to various statutes and regulations that apply to companies doing business with the U.S. government. The
laws governing government contracts differ from the laws governing private contracts. For example, many
government contracts contain pricing terms and conditions that are not applicable to private contracts. We are also
subject to investigation for compliance with the regulations governing government contracts. A failure to comply
with these regulations might result in suspension of these contracts, or administrative penalties.
10
Shortages or delays of supplies for component parts may adversely affect our operating results until
alternate sources can be developed.
Our operations are dependent on the ability of suppliers to deliver quality components, devices and
subassemblies in time to meet critical manufacturing and distribution schedules. If we experience any constrained
supply of any such component parts, such constraints, if persistent, may adversely affect operating results until
alternate sourcing can be developed. There may be an increased risk of supplier constraints in periods where we are
increasing production volume to meet customer demands. Volatility in the prices of these component parts, an
inability to secure enough components at reasonable prices to build new products in a timely manner in the
quantities and configurations demanded or, conversely, a temporary oversupply of these parts, could adversely affect
our future operating results.
We could be subject to significant costs related to environmental contamination from past operations, and
environmental contamination caused by ongoing operations could subject us to substantial liabilities in the
future.
The Company’s operations are subject to various federal, state, local, and foreign environmental laws,
ordinances and regulations that limit discharges into the environment, establish standards for the handling,
generation, use, emission, release, discharge, treatment, storage and disposal of, or exposure to, hazardous materials,
substances and waste, and require cleanup of contaminated soil and groundwater.
The New Jersey Department of Environmental Protection (the “NJDEP”) conducted an investigation in
1982 concerning disposal at a facility previously leased by the Company’s Boonton operations. The focus of the
investigation involved certain materials formerly used by Boonton’s manufacturing operations at that site and the
possible effect of such disposal on the aquifer underlying the property. The disposal practices and the use of the
materials in question were discontinued in 1978. The Company has cooperated with the NJDEP investigation and
has been diligently pursuing the matter in an attempt to resolve it in accordance with applicable NJDEP operating
procedures. The above referenced activities were conducted by Boonton prior to the acquisition of that entity in
2000.
In 1982, the Company and the NJDEP agreed upon a plan to correct ground water contamination at the
site, located in the township of Parsippany-Troy Hills, pursuant to which wells have been installed by the Company.
The plan contemplates that the wells will be operated and that soil and water samples will be taken and analyzed
until such time that contamination levels are satisfactory to the NJDEP. In 2014, the Company received approval
for a groundwater permit from the NJDEP to carry out the final Remedial Action Work Plan and report. Under the
final phase of the Remedial Action Work Plan, there will be limited and reduced monitoring and testing as long as
concentrations at the site continue on a decreasing trend. However, we cannot be assured that concentrations of
contaminants at the site will decrease.
Expenditures incurred by the Company during the year ended December 31, 2014 and 2013 in connection
with the site amounted to approximately $78,000 and $51,000, respectively. While management anticipates that the
expenditures in connection with this site will not be substantial in future years, the Company could be subject to
significant future liabilities and may incur significant future expenditures if further contaminants from Boonton’s
testing are identified and the NJDEP requires additional remediation activities. Management is unable to estimate
future remediation costs, if any, at this time. The Company will continue to be liable under the plan, in all future
years, until such time as the NJDEP releases it from all obligations applicable thereto.
Certain of our products and international sales may be subject to ITAR, EAR, Foreign Corrupt Practices
Act and other U.S. and foreign government laws, regulations, policies and practices, which may adversely
affect our business, results of operations and financial condition.
Our international sales, for which we also use foreign representatives and consultants, are subject to U.S.
laws, regulations and policies, including the ITAR and the Foreign Corrupt Practices Act and other export laws and
regulations, as well as foreign government laws, regulations and procurement policies and practices which may
differ from the U.S. Government regulations in this regard. The ITAR requires export licenses from the U.S.
Department of State for products shipped outside the United States that have military or strategic applications.
11
Compliance with the directives of the U.S. Department of State may result in substantial legal and other
expenses and the diversion of management time. In the event that a determination is made that we or any entity we
have acquired has violated the ITAR with respect to any matters, we may be subject to substantial monetary
penalties that we are unable to quantify at this time, and/or suspension or revocation of our export privileges and
criminal sanctions, which may have a material adverse effect on our business, results of operations and financial
condition.
We are also subject to the EAR. The EAR regulates the export of certain “dual use” items and technologies
and, in some instances, requires a license from the U.S. Department of Commerce. We can give no assurance that
under either the ITAR or the EAR we will continue to be successful in obtaining the necessary licenses and
authorizations or that certain sales will not be prevented or delayed.
We are also subject to, and must comply with, the U. S. Foreign Corrupt Practices Act, or the FCPA, and
similar world-wide anti-corruption laws, including the U.K. Bribery Act of 2010. These acts generally prohibit both
us and our third party intermediaries from making improper payments to foreign officials for the purpose of
acquiring or retaining business or otherwise obtaining favorable treatment. We are required as well to maintain
adequate record-keeping and internal accounting practices to fully and accurately reflect our transactions. We
operate in many parts of the world that have experienced government corruption. In certain circumstances, the
FCPA and our programs and policies may conflict with local customs and practices. If we or our any of our local
intermediaries have failed to comply with the requirements of the FCPA, governmental authorities in the United
States could seek to impose severe criminal and civil penalties. The assertion of violations of the FCPA or other
anti-corruption laws could disrupt our business and, if proven, have a material adverse effect on our results of
operations and financial condition.
The loss of key personnel could adversely impact our ability to remain competitive; Our development of new
and upgraded products could be adversely impacted by our inability to hire or retain personnel with
appropriate technical capabilities.
We believe that the continued service of our executive officers will be important to our future growth and
competitiveness. However, other than the severance agreements we entered into with Mr. Genova, Chief Executive
Officer, Mr. Debold, Vice President of Global Sales and Marketing, and Mr. Censullo, Chief Financial Officer, we
currently do not have any employment agreements with any of our executive officers. Although we have severance
agreements with Messrs. Genova, Debold and Censullo, we cannot provide assurance that any named executive
officer, or any of our other executive officers, will remain employed by us. Moreover, the design and manufacture of
our products require substantial technical capabilities in many disparate disciplines, from engineering, mechanics
and computer science to electronics and mathematics. We believe that the continued employment of key members of
our technical and sales staffs will be important to us but, as with our executive officers, we cannot assure you that
they will remain employed by us.
Furthermore, our ability to research and develop new technologies and products, or upgraded versions of
existing products, will depend, in part, on our ability to hire personnel with knowledge and skills that our current
personnel do not have. If we are unable to hire or retain such qualified personnel our revenues could be negatively
impacted, and our business could suffer.
Third parties could claim that we are infringing on their intellectual property rights which could result in
substantial costs, diversion of significant managerial resources and significant harm to our reputation.
The industries in which our company operates are characterized by the existence of a large number of
patents and frequent litigation based on allegations of patent infringement. From time to time, third parties may
assert patent, copyright, trademark and other intellectual property rights to technologies in various jurisdictions that
are important to our business. Defending claims, including claims without merit, requires allocation of resources,
including personnel and capital, which could adversely impact our results of operations. A successful claim of
infringement against us could result in our being required to pay significant damages, enter into costly license
agreements, or stop the sale of certain products, which could adversely affect our net sales, gross margins and
expenses and harm our future prospects.
12
We use specialized technologies and know-how to design, develop and manufacture our products. Our
inability to protect our intellectual property could hurt our competitive position, harm our reputation and
adversely affect our results of operations.
We believe that our intellectual property, including its methodologies, is critical to our success and
competitive position. We rely on a combination of U.S. and foreign patent, copyright, trademark and trade secret
laws, as well as confidentiality agreements to establish and protect our proprietary rights. If we are unable to protect
our intellectual property against unauthorized use by third parties, our reputation among existing and potential
customers could be damaged and our competitive position adversely affected.
Attempts may be made to copy aspects of our products or to obtain and use information that we regard as
proprietary. Accordingly, we may not be able to prevent misappropriation of our technology or deter others from
developing similar technology. Our strategies to deter misappropriation could be undermined if:
the proprietary nature or protection of our methodologies is not recognized in the United States or
•
foreign countries;
third parties misappropriate our proprietary methodologies and such misappropriation is not
•
detected; and
competitors create applications similar to ours but which do not technically infringe on our legally
•
protected rights.
If these risks materialize, we could be required to spend significant amounts to defend our rights and divert
critical managerial resources. In addition, our proprietary methodologies may decline in value or our rights to them
may become unenforceable. If any of the foregoing were to occur, our business could be materially adversely
affected.
Our business and operations could suffer in the event of security breaches.
Attempts by others to gain unauthorized access to information technology systems are becoming more
sophisticated and are sometimes successful. These attempts, which might be related to industrial or other espionage,
include covertly introducing malware to our computers and networks and impersonating authorized users, among
others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we
might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our
intellectual property and/or confidential business information could harm our competitive position, reduce the value
of our investment in research and development and other strategic initiatives or otherwise adversely affect our
business. To the extent that any security breach results in inappropriate disclosure of our customers' or licensees'
confidential information, we may incur liability as a result. In addition, we may be required to devote additional
resources to the security of our information technology systems.
We rely on our information technology systems to manage numerous aspects of our business and a
disruption of these systems could adversely affect our business.
Our information technology, or IT, systems are an integral part of our business. We depend on our IT
systems for scheduling, sales order entry, purchasing, materials management, accounting, and production functions.
Our IT systems also allow us to ship products to our customers on a timely basis, maintain cost-effective operations
and provide a high level of customer service. Some of our systems are not fully redundant, and our disaster recovery
planning does not account for all eventualities. A serious disruption to our IT systems could significantly limit our
ability to manage and operate our business efficiently, which in turn could have a material adverse effect on our
business, results of operations and financial condition.
13
The success of our ability to grow sales and develop relationships in Europe and Asia may be limited by risks
related to conducting business in European and Asian markets.
Part of our strategy is to increase sales and build our relationships in European and Asian markets. Risks
inherent in marketing, selling and developing relationships in European and Asian markets include those associated
with:
•
economic conditions in European and Asian markets, including the impact of recessions in
European and Asian economies and fluctuations in the relative values of the U.S. dollar, the Euro and Asian
currencies;
•
taxes and fees imposed by European and Asian governments that may increase the cost of products
and services;
•
•
•
greater difficulty in accounts receivable collection and longer collection periods;
seasonal reductions in business activities in some parts of the world;
laws and regulations imposed by individual countries and by the European Union, particularly with
respect to intellectual property, license requirements and environmental requirements; and
•
political and economic instability, terrorism and war.
In addition, European and Asian intellectual property laws are different than and may not protect our
proprietary rights to the same extent as do U.S. intellectual property laws, and we will have to ensure that our
intellectual property is adequately protected in foreign jurisdictions and in the United States. If we do not adequately
protect our intellectual property rights, competitors could use our proprietary technologies in non-protected
jurisdictions and put us at a competitive disadvantage.
Environmental and other disasters, such as flooding, large earthquakes, hurricanes, volcanic eruptions or
nuclear or other disasters, or a combination thereof, may negatively impact our business.
Although we manufacture our products in New Jersey, we both source and ship our products globally.
Environmental and other disasters may cause disruption to our supply chain or impede our ability to ship product to
certain regions of the world. However, there can be no assurance that environmental and/or other such natural
disasters will not have an adverse impact on our business in the future.
We are exposed to risks associated with acquisitions, investments and divestitures.
We have made, and may in the future make, acquisitions of, or significant investments in, businesses with
complementary products, services and/or technologies. Acquisitions and investments involve numerous risks,
including, but not limited to:
•
•
•
•
•
•
difficulties and increased costs in connection with integration of the personnel, operations, technologies and
products of acquired businesses;
diversion of management’s attention from other operational matters;
the potential loss of key employees of acquired businesses;
lack of synergy, or the inability to realize expected synergies, resulting from the acquisition;
failure to commercialize purchased technology; and
the impairment of acquired intangible assets and goodwill that could result in significant charges to
operating results in future periods.
The integration of acquisitions may make the completion and integration of subsequent acquisitions more
difficult. However, if we fail to identify and complete these transactions, we may be required to expend resources to
internally develop products and technology or may be at a competitive disadvantage or may be adversely affected by
14
negative market perceptions, which may have a material adverse effect on our business, results of operations and
financial condition.
We may be required to finance future acquisitions and investments through a combination of borrowings,
proceeds from equity or debt offerings and the use of cash, cash equivalents and short term investments.
With respect to divestitures, we may divest businesses that do not meet our strategic objectives, or do not
meet our growth or profitability targets and may not be able to complete proposed divestitures on terms
commercially favorable to us.
Mergers, acquisitions and investments are inherently risky and the inability to effectively manage these risks
could materially and adversely affect our business, financial condition and results of operations.
Our stock price is volatile and the trading volume in our common stock is less than that of other larger companies
in the wireless and advanced communications industries.
The market price of our Common Stock has experienced significant volatility and may continue to be
subject to rapid swings in the future. From January 1, 2013 to March 20, 2015, the trading prices of our stock have
ranged from $1.20 to $3.78 per share. There are several factors which could affect the price of our Common Stock,
including some of which are announcements of technological innovations for new commercial products by us or our
competitors, developments concerning propriety rights, new or revised governmental regulation or general
conditions in the market for our products, and the entrance of additional competitors into our markets.
Although our Common Stock is listed for trading on the NYSE MKT, the trading volume in our Common
Stock is less than that of other, larger companies in the wireless and advanced communications industries.
Traditionally, the trading volume of our Common Stock has been limited. For example, for the 90 trading days
ending on February 28, 2015, the average daily trading volume was approximately 37,000 shares per day and
ranged from between approximately 1,000 shares per day and approximately 237,000 shares per day. A public
trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the
marketplace of willing buyers and sellers of our Common Stock at any given time. Because of our limited trading
volume, holders of our Common Stock may not be able to sell quickly any significant number of such shares, and
any attempted sales of a large number of our shares will likely have a material adverse impact on the price of our
Common Stock.
If securities or industry analysts do not publish research or reports about our business or if they issue an
adverse or misleading opinion regarding our stock, our stock price and trading volume could decline
The trading market for our Common Stock will be influenced by the research and reports that industry or
securities analysts publish about us or our business. If any of the analysts who cover us issue an adverse or
misleading opinion regarding us, our business model, products or stock performance, our stock price would likely
decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose
visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover,
the unpredictability of our financial results likely reduces the certainty, and therefore reliability, of the forecasts by
securities or industry analysts of our future financial results, adding to the potential volatility of our stock price.
The inability to maintain adequate levels of liquidity may have an adverse affect on the working capital of
the Company.
The Company believes that its financial resources from working capital provided by operations are adequate
to meet its current needs. However, should current global economic conditions deteriorate, additional working
capital financing may be required which may be difficult to obtain due to restrictive credit markets.
15
New Jersey corporate law may delay or prevent a transaction that stockholders would view as favorable.
We are subject to the New Jersey Shareholders' Protection Act, which could delay or prevent a change of
control of us.
The Company is subject to compliance with the policies & procedures of the NYSE MKT with respect to
continued listing on the stock exchange.
In considering whether a security warrants continued trading and/or listing on the NYSE MKT Exchange,
many factors are taken into account, such as the degree of investor interest in the company, its prospects for growth,
the reputation of its management, the degree of commercial acceptance of its products, and whether its securities
have suitable characteristics for auction market trading. Thus, any developments which substantially reduce the size
of a company, the nature and scope of its operations, the value or amount of its securities available for the market, or
the number of holders of its securities, may occasion a review of continued listing by the Exchange. Moreover,
events such as the sale, destruction, loss or abandonment of a substantial portion of its business, the inability to
continue its business, steps towards liquidation, or repurchase or redemption of its securities, may also give rise to
such a review.
We incur significant costs as a result of operating as a public company, and our management devotes
substantial time to compliance initiatives.
We have incurred and will continue to incur significant legal, accounting and other expenses as a public
company, including costs resulting from public company reporting obligations under the Exchange Act and
regulations regarding corporate governance practices. The listing requirements of the NYSE MKT require that we
satisfy certain corporate governance requirements relating to director independence, distributing annual and interim
reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest and a code of conduct.
Our management and other personnel will need to devote a substantial amount of time to all of these requirements.
Moreover, the reporting requirements, rules and regulations will increase our legal and financial compliance costs
and will make some activities more time-consuming and costly. These reporting requirements, rules and regulations,
coupled with the increase in potential litigation exposure associated with being a public company, could make it
more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or
to serve as executive officers.
Our business is dependent on capital spending on data and communication networks by customers or end
users of our products and reductions in such capital spending adversely affect our business.
Our performance is dependent on customers’ or end users’ capital spending for constructing, rebuilding,
maintaining or upgrading data and communication networks, which can be volatile or hard to forecast. Capital
spending in the communications industry is cyclical and can be curtailed or deferred on short notice. A variety of
factors affect the amount of capital spending, and, therefore, our sales and profits, including:
• competing technologies;
• timing and adoption of global rollout of new technologies, including 4G/LTE;
• customer specific financial or stock market conditions;
• governmental regulation;
• demands for network services; and
• acceptance of new services offered by our customers;
16
Our customers or the end users of our products may not purchase new equipment at levels we have seen in
the past or expect in the future. If our product portfolio and product development plans do not position us well to
capture an increased portion of the capital spending of such parties, our revenue may decline. As a result of these
issues, we may not be able to maintain or increase our revenue in the future, and our business, financial condition,
results of operations and cash flows could be materially and adversely affected.
Our future success depends on our ability to anticipate and to adapt to technological changes and develop,
implement and market product innovations.
Many of our markets are characterized by advances in information processing and communications
capabilities that require increased transmission speeds and greater bandwidth. These advances require ongoing
improvements in the capabilities of our products. However, we may not be successful in our ongoing improvement
efforts if, among other things, our products:
• are not cost effective;
• are not brought to market in a timely manner;
• are not in accordance with evolving industry standards; or
• fail to achieve market acceptance or meet customer requirements.
There are various competitive wireless technologies that could be a substitute for the products we sell. The
failure to successfully introduce new or enhanced products on a timely and cost-competitive basis or the inability to
continue to market existing products on a cost-competitive basis could have a material adverse effect on our results
of operations and financial condition. In addition, sales of new products may replace sales of some of our existing
products, mitigating the benefits of new product introductions and possibly resulting in excess levels of inventory.
Our revenues are dependent in part on commercial upgrades of 4G wireless communications equipment,
products and services. Our business may be harmed, and our investments in our technologies may not provide us an
adequate return if:
• LTE, a wireless standard, is not widely deployed or commercial deployment is delayed;
• wireless operators delay moving customers to 4G devices;
• wireless operators delay 4G deployments, expansions or upgrades;
• government regulators delay the reallocation of spectrum to allow wireless operators to upgrade to 4G,
which will restrict the expansion of 4G wireless connectivity;
• wireless operators are unable to drive improvements in 4G network performance and/or capacity;
• wireless operators and other industries using these technologies deploy other technologies; or
• wireless operators choose to spend their capital on their core network or limit their expenditures on
radio access network (RAN).
Our business is dependent on our ability to increase our share of components sold and to continue to drive
the adoption of our products and services into LTE and 4G wireless networks. If commercial deployment of our
technologies, and upgrade of subscribers to 4G wireless communications equipment, products and services using
our technologies do not continue or are delayed, our revenues could be negatively impacted, and our business could
suffer
17
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company leases a 45,700 square foot facility located in Hanover Township, Parsippany, New Jersey,
which is currently being used as its principal corporate headquarters and manufacturing plant with respect to both of
the Company’s business segments. The lease is set to expire on March 31, 2015. As of the date of this report, the
Company is in negotiations to extend the building lease term.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
Not applicable.
18
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The common stock of the Company is traded on the NYSE MKT under the name Wireless Telecom Group,
Inc. (Symbol: WTT). The following table sets forth the high and low sales prices of the Company’s Common Stock
for the periods indicated as reported on the NYSE MKT.
2014 Fiscal Year
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
2013 Fiscal Year
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High
$3.78
$2.79
$2.84
$2.91
$1.56
$2.08
$2.05
$2.50
Low
$2.05
$2.30
$2.38
$2.29
$1.20
$1.41
$1.42
$1.75
On March 20, 2015, the closing price of the common stock of the Company as reported was $2.86. On
March 20, 2015, the Company had 405 stockholders of record. These stockholders of record do not include non-
registered stockholders whose shares are held in “nominee” or “street name”.
The Company did not declare quarterly dividends for the past five years. Future cash dividends, if any, will
be at the discretion of the Company’s board of directors and will depend upon, among other things, the Company’s
future operations and earnings, capital requirements, general financial condition, contractual and financing
restrictions and such other factors as the Company’s board of directors may deem relevant.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2014, the Company did not repurchase any shares under its stock
repurchase program. The maximum number of shares remaining eligible for repurchase under the plan is 1,222,098.
Equity Compensation Plan Information
Set forth below is certain aggregated information with respect to (i) equity compensation plans that have
been previously approved by the Company’s stockholders and (ii) plans not approved by stockholders.
19
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plan (excluding
securities reflected in
the previous columns)
2,592,000
-
2,592,000
$1.56
-
$1.56
2,335,000
-
2,335,000
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Introduction
Wireless Telecom Group, Inc., and its operating subsidiaries, (collectively, “we”, “us” or the “Company”),
develop, manufacture and market a wide variety of electronic noise sources, electronic testing and measuring instruments
including power meters, voltmeters and modulation meters and high-power passive microwave components for wireless
products. The Company’s products have historically been primarily used to test the performance and capability of
cellular/PCS and satellite communication systems and to measure the power of RF and microwave systems. Other
applications include radio, radar, wireless local area network (WLAN) and digital television.
The Company discloses its operations in two reportable segments: (1) network solutions and (2) test and
measurement. The network solutions segment is comprised primarily of the operations of Microlab. The test and
measurement segment is comprised primarily of the operations of Boonton and Noisecom. Additional financial
information on the Company’s reportable segments for each of the last two years is included in Note 7 to the Company’s
consolidated financial statements included in Item 8 herein.
The financial information presented herein includes: (i) Consolidated Balance Sheets as of December 31, 2014
and 2013 (ii) Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 (iii) Consolidated
Statement of Changes in Shareholders’ Equity for the years ended December 31, 2014 and 2013; and (iv) Consolidated
Statements of Cash Flows for the years ended December 31, 2014 and 2013.
Forward-Looking Statements
The statements contained in this Annual Report on Form 10-K that are not historical facts, including, without
limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as
“believes,” “expects,” “intends,” “plans,” “may,” “will,” “should,” “anticipates” or “continues” or the negative thereof
of other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.
These statements are based on the Company’s current expectations of future events and are subject to a number of risks
and uncertainties that may cause the Company’s actual results to differ materially from those described in the forward-
looking statements. These risks and uncertainties include continued ability to maintain positive cash flow from results of
operations, continued evaluation of goodwill for impairment and the Company’s development and production of
competitive technologies in our market sector, among others. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. These risks and uncertainties are disclosed from time to time in the Company’s filings with the
Securities and Exchange Commission, the Company’s press releases and in oral statements made by or with the approval
20
of authorized personnel. The Company assumes no obligation to update any forward-looking statements as a result of
new information or future events or developments.
Critical Accounting Policies
Estimates and assumptions
Management’s discussion and analysis of the financial condition and results of operations are based upon the
consolidated financial statements, which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial statements requires the Company to make
estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. The
following represents a summary of the Company’s critical accounting policies, defined as those policies that the
Company believes are: (a) the most important to the portrayal of our financial condition and results of operations, and
(b) that require management’s most difficult, subjective or complex judgments, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain. Estimates and assumptions are made by management
to assess the overall likelihood that an accounting estimate or assumption may require adjustment. Management
assumptions have been reasonably accurate in the past, and future estimates or assumptions are likely to be calculated on
the same basis.
Stock-based compensation
The Company follows the provisions of Accounting Standards Codification (ASC) 718, “Share-Based Payment”
which requires that compensation expense be recognized based on the fair value of the stock awards less estimated
forfeitures. The fair value of the stock awards is equal to the fair value of the Company’s stock on the date of grant. The fair
value of options at the date of grant was estimated using the Black-Scholes option pricing model. When options are
granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107
(SAB 107) when determining assumptions. The expected option life is derived from assumed exercise rates based upon
historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The
expected volatility is based upon historical volatility of our shares using weekly price observations over an observation
period that approximates the expected life of the options. The risk-free rate is based on the U.S. Treasury yield curve rate
in effect at the time of grant for periods similar to the expected option life. The estimated forfeiture rate included in the
option valuation is based on our past history of forfeitures. Due to the limited amount of forfeitures in the past, the
Company’s estimated forfeiture rate has been zero.
Management estimates are necessary in determining compensation expense for stock options with performance-
based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period from the
date the performance conditions are determined to be probable of occurring through the date the applicable conditions
are expected to be met. If the performance conditions are not considered probable of being achieved, no expense is
recognized until such time as the performance conditions are considered probable of being met, if ever. Management
evaluates whether performance conditions are probable of occurring on a quarterly basis.
Revenue recognition
Revenue from product shipments, including shipping and handling fees, is recognized once delivery has
occurred, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable, and
collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred
to the customer. Sales to international distributors are recognized in the same manner. If title does not pass until the
product reaches the customer’s delivery site, then revenue recognition is deferred until that time. There are no formal
sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to
customers purchasing large quantities on a per transaction basis. There are no special post shipment obligations or
acceptance provisions that exist with any sales arrangements.
21
Inventories
Raw material inventories are stated at the lower of cost (first-in, first-out method) or market. Finished goods
and work-in-process are valued at average cost of production, which includes material, labor and manufacturing
expenses.
Allowances for doubtful accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. A key consideration in estimating the allowance for doubtful accounts has been,
and will continue to be, our customer’s payment history and aging of its accounts receivable balance.
Income taxes
The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC
requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and
liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for
the year in which the differences are expected to reverse. The Company establishes a valuation allowance when
necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the
value of its deferred tax asset and determines the necessity for a valuation allowance. The Company evaluates which
portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any
limitations that may exist on its use of its net operating loss carryforwards.
Uncertain tax position
Under ASC 740, the Company must recognize and disclose the tax benefit from an uncertain position only if it
is more-likely-than-not that the tax position will be sustained on examination by the taxing authority, based on the
technical merits of the position. The tax benefits recognized in the financial statements attributable to such position are
measured based on the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate
resolution of the position.
The Company has analyzed its filing positions in all of the federal and state jurisdictions where it is required to
file income tax returns. As of December 31, 2014 and 2013, the Company has identified its federal tax return and its
state tax return in New Jersey as “major” tax jurisdictions, as defined, in which it is required to file income tax returns.
Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions
requiring recognition or disclosure in its consolidated financial statements.
Based on a review of tax positions for all open years and contingencies as set out in the Company’s notes to the
consolidated financial statements, no reserves for uncertain income tax positions have been recorded pursuant to ASC
740 during the years ended December 31, 2014 and 2013, and the Company does not anticipate that it is reasonably
possible that any material increase or decrease in its unrecognized tax benefits will occur within twelve months.
Valuation of goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a
purchase business combination. Goodwill is not amortized but rather is reviewed for impairment at least annually, or
more frequently if a triggering event occurs. Management first makes a qualitative assessment of whether it is more
likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill
impairment test. If, based on the qualitative assessment, it is more-likely-than-not the estimated fair value of a reporting
unit is well in excess of its carrying amount, management will not perform any quantitative assessment. If, however, the
conclusion is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount,
management then performs a two-step goodwill impairment test. Under the first step, the fair value of the reporting unit
is compared with its carrying value, and, if an indication of goodwill impairment exists for the reporting unit, the
Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is
recognized for any excess of the carrying amount of the reporting unit’s goodwill as determined by allocating the fair
value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation
is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying value,
step two does not need to be performed.
22
The Company’s goodwill balance of $1,351,392 at December 31, 2014 and 2013 relates to one of the
Company’s reporting units, Microlab. Management’s qualitative assessment performed in the fourth quarters of 2014
and 2013 did not indicate any impairment of Microlab’s goodwill as its fair value is estimated to be well in excess of its
carrying value.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of
undiscounted cash flows resulting from the use of the assets and its eventual disposition. Measurement of an impairment
loss for long-lived assets that management expects to hold for sale is based on the fair value of the assets. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Results of Operations
Year Ended December 31, 2014 Compared to 2013
Net consolidated sales for the year ended December 31, 2014 were $40,337,368 as compared to $33,825,073
for the year ended December 31, 2013, an increase of $6,512,295 or 19.3%. This increase was primarily the result of
strong demand throughout 2014 for the Company’s network solutions products, particularly for use in DAS. In 2014,
the Company experienced strong order activity in its network solutions segment due to commercial infrastructure
development in support of ongoing DAS deployments and upgrades.
Net sales of the Company’s network solutions products for the year ended December 31, 2014 were
$28,211,609 as compared to $22,031,549 for the year ended December 31, 2013, an increase of $6,180,060 or 28.1%.
Net sales of network solutions products accounted for 69.9% and 65.1% of net consolidated sales for the years ended
December 31, 2014 and 2013, respectively. The increase in sales during 2014 was primarily due to the Company’s
growing participation in the DAS market through supply of its passive microwave components.
Net sales of the Company’s test and measurement products for the year ended December 31, 2014 were
$12,125,759 as compared to $11,793,524 for the year ended December 31, 2013, an increase of $332,235 or 2.8%. Net
sales of test and measurement products accounted for 30.1% and 34.9% of net consolidated sales for the years ended
December 31, 2014 and 2013, respectively. The increase in sales for 2014 was primarily due to higher order volume
during 2014 as a result of increased order flow from prime defense contractors and certain government agencies.
The Company’s gross profit on consolidated net sales for the year ended December 31, 2014 was $19,043,693
or 47.2% as compared to $16,128,350 or 47.7% as reported in the previous year. Gross profit dollars increased primarily
due to higher revenue volumes, particularly in our network solutions segment as noted above. Gross profit percentage
was lower in 2014 compared to 2013 due to higher charges in 2014 for slow moving and obsolete inventory, primarily in
the Company’s test and measurement segment. The Company increased its production capacity in 2014 in order to
support increased demand for the Company’s network solutions products. However, labor and overhead costs as a
percentage of sales remained relatively unchanged in 2014 compared to 2013.
The Company’s products consist of several models with varying degrees of capabilities which can be
customized to meet particular customer requirements. They may be incorporated directly into the electronic equipment
concerned or may be stand-alone components or devices that are connected to, or used in conjunction with, such
equipment from an external site, in the factory or in the field.
Prices of products range from approximately $100 to $100,000 per unit, with most sales occurring between
approximately $2,000 and $35,000 per unit. The Company can further experience variations in gross profit based upon
the mix of these products sold, as well as variations due to revenue volume and economies of scale. The Company will
continue to rigidly monitor costs associated with material acquisition, manufacturing and production.
Consolidated operating expenses for the year ended December 31, 2014 were $14,364,691 or 35.6% of
consolidated net sales as compared to $13,932,587 or 41.2% of consolidated net sales for the year ended December 31,
2013. For the year ended December 31, 2014 as compared to the prior year, consolidated operating expenses increased
by $432,104 or 3.1%. Consolidated operating expenses were higher in 2014 due to an increase in consolidated research
23
and development expenses of $734,850 and an increase in consolidated sales and marketing expenses of $628,953,
offset by a decrease in consolidated general and administrative expenses of $931,699. The increase in consolidated
research and development expense is primarily due to an increase in salaries in our network solutions segment of
$477,132 and costs associated with current product development projects. Consolidated sales and marketing expenses
were higher in 2014 primarily due to an increase in salaries in our network solutions segment of $559,649 and an
increase in trade show expense of $73,615. The decrease in consolidated general and administrative expenses was
primarily due to lower corporate legal and consulting fees of $494,763, a decrease in non-cash stock based
compensation expense of $389,137 and a decrease in bad debt expense of approximately $160,000.
Other expense, net of other non-operating income, increased by $460,910 for the year ended December 31,
2014 as compared to the previous year. The increase in other expense was primarily due to a net realized gain on the
sale of the Mahwah Building of $188,403 in 2013, the recording of a realized gain on the sale of an investment
security purchased in a prior year of $161,500 in 2013, and the Company no longer realizing rental income from the
same investment property mentioned above.
For the year ended December 31, 2014, the Company recorded tax expense of $2,164,718. The tax expense was
primarily due to income generated from the Company’s operations. The tax expense recorded is predominantly
comprised of a non-cash deferred tax expense for Federal and state income taxes and a current provision for state income
taxes. For the year ended December 31, 2013, the Company realized a tax benefit of $1,275,659. The tax benefit in 2013
was derived primarily from a decrease in the Company’s deferred tax asset valuation allowance, partially offset by a
current provision for state income taxes. In 2013, the Company evaluated its deferred tax asset and adjusted the deferred
tax valuation allowance based on management’s projection of estimated taxable income, coupled with the Company’s
history of generating taxable income and utilizing its domestic net operating loss carryforward. Management determined
it was more likely than not that the Company’s domestic deferred tax asset will be fully realized. Accordingly, at
December 31, 2013, the associated valuation allowance on the Company’s domestic net operating losses was reduced to
zero. Such adjustment to the valuation allowance in 2013 had a significant impact on the Company’s effective tax rate,
favorably impacting the Company’s per share net income. The Company will continue to evaluate the need for a
valuation allowance against its tax asset and will adjust the valuation allowance as deemed appropriate.
Net income was $2,424,152 or $0.12 income per share and $0.11 income per share on a basic and diluted basis,
respectively, for the year ended December 31, 2014 as compared to net income of $3,842,200 or $0.16 income per share
on a basic and diluted basis for the year ended December 31, 2013, a decrease of $1,418,048 or $0.05 per diluted share.
The decrease was primarily due to the tax benefit recorded in 2013, as well as the other factors discussed above.
Liquidity and Capital Resources
The Company’s working capital has decreased by $4,599,600 to $24,605,847 at December 31, 2014, from
$29,205,447 at December 31, 2013. At December 31, 2014 and 2013, the Company’s current ratio was 10.4 to 1.
The Company had cash and cash equivalents of $10,723,513 at December 31, 2014, compared to a balance of
$16,599,249 at December 31, 2013. The Company believes its current level of cash is sufficient to fund the current
operating, investing and financing activities.
The Company expects to realize tax benefits in future periods due to the available net operating loss
carryforwards resulting from the disposition of a former wholly-owned subsidiary in 2010. Accordingly, future taxable
income is expected to be offset by the utilization of operating loss carryforwards and as a result will increase the
Company’s liquidity as cash needed to pay Federal income taxes will be substantially reduced.
The Company may pursue strategic opportunities, including potential acquisitions, mergers, divestitures,
significant investment in research and development and other activities, which may require significant use of the
Company’s capital resources. The Company may incur costs as a result of such activities and such activities may affect
the Company’s liquidity in future periods.
Operating activities provided $4,012,331 in cash for the year ended December 31, 2014. For the year ended
December 31, 2013, operating activities provided $3,497,090 in cash flows. For 2014, cash provided by operations was
primarily due to income from operations, and a decrease in accounts receivable, partially offset by an increase in
inventory, a decrease in accounts payable, accrued expenses and other current liabilities, and an increase in prepaid
24
expenses and other assets. For 2013, cash provided by operations was primarily due to income from operations, an
increase in accounts payable, accrued expenses and other current liabilities, and a decrease in accounts receivable,
partially offset by an increase in prepaid expenses and other assets and an increase in inventory.
The Company has historically turned 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’s inventory increased by $371,801, net of inventory reserve adjustments during the period, to
$8,541,077 at December 31, 2014 from $8,169,276 at December 31, 2013. The Company has increased its work-in-
process inventory and finished goods inventory in its network solutions segment in order to meet expected near-term
customer demand for these products.
Net cash used for investing activities for the year ended December 31, 2014 was $300,701. The use of cash was
for capital expenditures. Net cash provided by investing activities for the year ended December 31, 2013 was
$3,052,019. The source of this cash was due to proceeds from the sale of the Mahwah Building and proceeds from the
sale of a non-marketable security, offset by capital expenditures.
Financing activities used $9,587,366 in cash for the year ended December 31, 2014. In 2014, the Company
repurchased 4,815,110 shares of its outstanding common stock from its largest shareholder at the time at a cost of
$9,630,219, or $2.00 per share. The use of the remainder of these funds was for periodic payments on an equipment
lease, offset by proceeds from the exercise of stock options. Financing activities used $2,919,373 in cash for the year
ended December 31, 2013. The use of these funds was for the final payment on a mortgage note, the acquisition of
treasury stock and periodic payments on an equipment lease.
Table of Contractual Obligations
Total
Less than 1 Year
Payments by Period
1-3 Years
4-5 Years
Facility Leases
Operating and Equipment leases
$ 85,668
249,786
$335,454
$ 85,668
63,775
$149,443
$ -
186,011
$186,011
$ -
-
$ -
The Company maintains a line of credit with its investment bank. The credit facility provides borrowing
availability of up to 100% of the Company’s money market account balance and 99% of the Company’s short-term
investment securities and, under the terms and conditions of the loan agreement, is fully secured by said money fund
account and any short-term investment holdings. Advances under the facility will bear interest at a variable rate equal to
the London InterBank Offered Rate in effect at time of borrowing. Additionally, under the terms and conditions of the
loan agreement, there is no annual fee and any amount outstanding under the loan facility may be paid at any time in
whole or in part without penalty. As of December 31, 2014, the Company had no borrowings outstanding under the
facility and approximately $4,500,000 of borrowing availability. Since the credit facility is based upon our current
investment balance, borrowing availability has declined over time due to the Company’s funding of its stock
repurchases. The Company has no current plans to borrow from this credit facility as it believes cash generated from
operations will adequately meet near-term working capital requirements.
The Company believes that its financial resources from working capital provided by operations are adequate to
meet its current needs. However, should current global economic conditions deteriorate, additional working capital
funding may be required which may be difficult to obtain due to restrictive credit markets.
Off-Balance Sheet Arrangements
Other than contractual obligations incurred in the normal course of business, the Company does not have any
off-balance sheet arrangements.
25
Inflation and Seasonality
The Company does not anticipate that inflation will significantly impact its business nor does it believe that its
business is seasonal.
Recent Accounting Pronouncements Affecting the Company
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the
Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period -
Consensus of the FASB Emerging Issues Task Force. ASU 2014-12 requires an entity to treat a performance target that
affects vesting and that could be achieved after the requisite service period as a performance condition. The performance
target should not be reflected in estimating the grant-date fair value of the award. Additionally, compensation cost
should be recognized in the period in which it becomes probable that the performance target will be achieved, and
should represent the compensation cost attributable to the period(s) for which the requisite service has already been
rendered; if the performance target becomes probable of being achieved before the end of the requisite service period,
then the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite
service period. Finally, the total amount of compensation cost recognized during and after the requisite service period
should reflect the number of awards that are expected to vest, and should be adjusted to reflect those awards that
ultimately vest. An entity is required to adopt ASU 2014-12 for annual and interim periods beginning after December
15, 2015. The Company does not expect the adoption of ASU 2014-12 to have a material impact on its consolidated
financial statements.
In May 2014, the FASB issued ASU 2014-09 ”Revenue from Contracts with Customers” (Topic 606) (”ASU
2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue
to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in
exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a
modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods
beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt ASU 2014-09 during
the first quarter of fiscal 2017. Management is evaluating the provisions of this statement and has not determined what
impact the adoption of ASU 2014-09 will have on the Company's consolidated financial statements.
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity” (“ASU 2014-08”), which changes the criteria for determining which disposals
can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a
discontinued operation is defined as a disposal of a component or group of components that is disposed of or is
classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations
and financial results.” The new standard applies prospectively to new disposals and new classifications of disposal
groups as held for sale after the effective date. The amendment is effective for annual reporting periods beginning after
December 15, 2014. Earlier adoption is permitted. The Company does not expect the adoption of ASU 2014-08 to have
a material impact on its consolidated financial statements.
The Company does not believe there are any other recently issued, but not yet effective accounting
pronouncements, if adopted, that would have a material effect on the accompanying consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Industry Risk
The electronic test and measurement industry is cyclical which can cause significant fluctuations in sales, gross
profit margins and profits, from year to year. It is difficult to predict the timing of the changing cycles in the electronic
test and measurement industry.
Item 8. Financial Statements and Supplementary Data
The response to this item is submitted in a separate section of this report. See the Consolidated Financial
Statements and accompanying notes set forth below.
26
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Act of 1934. Our disclosure controls and procedures are designed to provide reasonable
assurance that the information required to be included in our SEC reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, relating to Wireless Telecom Group, Inc. Based on
this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by
this report, our disclosure controls and procedures are effective.
(b) Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting. The Company’s internal control over financial reporting is a process designed under the
supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external
purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how
well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurances with respect to financial statement preparation and presentation. Additionally, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2014, management assessed the effectiveness of the Company’s internal control over
financial reporting based on the criteria for effective internal control over financial reporting established in “Internal
Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework). Based on the assessment, management determined that the Company maintained effective internal
control over financial reporting as of December 31, 2014.
This annual report does not include an attestation report of the Company’s independent registered public
accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation
by the Company’s independent registered public accounting firm pursuant to the Dodd-Frank Wall Street and Consumer
Protection Act, which exempts non-accelerated filers and smaller reporting companies from the auditor attestation
requirement of Section 404 (b) of the Sarbanes-Oxley Act.
.
(c) Changes in Internal Controls over Financial Reporting
In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there
was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
27
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required under this item is set forth in the Company’s Definitive Proxy Statement relating to
the Company’s 2015 annual meeting of shareholders and is incorporated herein by reference. Such Proxy Statement will
be filed with the Commissions within 120 days of the Company’s year-end.
Item 11. Executive Compensation
The information required under this item is set forth in the Company’s Definitive Proxy Statement relating to
the Company’s 2015 annual meeting of shareholders and is incorporated herein by reference. Such Proxy Statement will
be filed with the Commissions within 120 days of the Company’s year-end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required under this item is set forth in the Company’s Definitive Proxy Statement relating to
the Company’s 2015 annual meeting of shareholders and is incorporated herein by reference. Such Proxy Statement will
be filed with the Commissions within 120 days of the Company’s year-end.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is set forth in the Company’s Definitive Proxy Statement relating to
the Company’s 2015 annual meeting of shareholders and is incorporated herein by reference. Such Proxy Statement will
be filed with the Commissions within 120 days of the Company’s year-end.
Item 14. Principal Accountant Fees and Services
The information required under this item is set forth in the Company’s Definitive Proxy Statement relating to
the Company’s 2015 annual meeting of shareholders and is incorporated herein by reference. Such Proxy Statement will
be filed with the Commissions within 120 days of the Company’s year-end.
28
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a)
(1)
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Operations for the Two Years in the Period
ended December 31, 2014
Consolidated Statements of Changes in Shareholders’ Equity for the Two
Years in the Period ended December 31, 2014
Consolidated Statements of Cash Flows for the Two Years in the Period
ended December 31, 2014
Notes to Consolidated Financial Statements
All other schedules have been omitted because the required information is included
in the financial statements or notes thereto or because they are not required.
(2)
Exhibits
3.1
Certificate of Incorporation, as amended (1)
3.2
Amended and Restated By-laws (7)
3.3
Amendment to the Certificate of Incorporation (2)
3.4
Amendment to the Certificate of Incorporation (3)
4.2
Form of Stock Certificate (1)
10.1
Summary Plan Description of Profit Sharing Plan of the Registrant (1)
10.2 Amendment to Registrant’s Incentive Stock Option Plan and related agreement (3)
10.3 Wireless Telecom Group, Inc. 2000 Stock Option Plan (4)
10.8 Amended and Restated Severance Agreement, dated December 10, 2012, between Wireless
Telecom Group, Inc. and Paul Genova (8)
10.9
Severance Agreement, dated December 10, 2012, between Wireless Telecom Group, Inc. and
Joseph Debold (8)
10.10 2012 Incentive Compensation Plan of Wireless Telecom Group, Inc (6)
10.11 Form of Restricted Stock Award Agreement under 2012 Incentive Compensation Plan (8)
10.12 Severance Agreement, dated June 14, 2013, between Wireless Telecom Group, Inc. and Robert
Censullo (9)
10.13 Form of Stock Option Agreement under the Company’s 2012 Incentive Compensation Plan (10)
10.14 Share Repurchase Agreement, dated April 9, 2014, by and among Wireless Telecom Group, Inc.,
Investcorp International Ltd., Investcorp S.A., SIPCO Limited and Investcorp Technology
Ventures, L.P. (12)
10.15 Amended and Restated 2012 Incentive Compensation Plan of the registrant (13)
14
Code of Ethics (5)
29
21.1 List of subsidiaries
23.1
Consent of Independent Registered Public Accounting Firm (PKF O’Connor Davies, a division of
O’Connor Davies, LLP) filed herewith as Exhibit 23.1
31.1
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to 18 U.S.C. section 1350
32.2 Certification pursuant to 18 U.S.C. section 1350
The following financial statements from Wireless Telecom Group, Inc.’s Annual Report on
101
Form 10-K for the year ended December 31, 2014, filed on March 31, 2015, formatted in Extensible
Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated
statements of operations, (iii) consolidated statements of cash flows, (iv) consolidated statement of
changes in shareholders’ equity, and (v) the notes to the consolidated financial statements. (11)
___________________
All exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The
*
Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
(1)
Filed as an exhibit to the Company’s Registration Statement on Form S-18
(File No.33-42468-NY) and incorporated by reference herein.
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 1994 and
incorporated by reference herein.
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 1995 and
incorporated by reference herein.
Filed as Annex B to the Definitive Proxy Statement of the Company filed on July 17, 2000 and incorporated by
reference herein.
Filed as exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and
incorporated by reference herein.
(2)
(3)
(4)
(5)
(6)
Filed as Annex A to the Definitive Proxy Statement of the Company filed on April 30, 2012 and incorporated by
reference herein.
(7)
Filed as exhibit 3.1 to the Company’s Current Report on Form 8-K, dated October 12, 2012, filed with the
(8)
Commission on October 15, 2012 and incorporated by reference herein.
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed
with the Commission on April 1, 2013 and incorporated by reference herein.
(9)
Filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed
with the Commission on August 14, 2013, and incorporated by reference herein.
(10) Filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013,
filed with the Commission on November 14, 2013, and incorporated by reference herein.
(11) As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Securities 11
and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
(12) Filed as an exhibit to the Company’s Current Report on Form 8-K, dated April 9, 2014 and filed with the Commission
on April 11, 2014, and incorporated by reference herein.
(13) Filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on
April 30, 2014, and incorporated by reference herein.
30
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Balance Sheets as of December 31, 2014 and 2013
Statements of Operations for the Two Years
Ended December 31, 2014
Statement of Changes in Shareholders’ Equity for the Two
Years Ended December 31, 2014
Statements of Cash Flows for the Two Years
Ended December 31, 2014
Notes to Consolidated Financial Statements
Page(s)
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F – 1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Wireless Telecom Group, Inc.
Parsippany, NJ
We have audited the accompanying consolidated balance sheets of Wireless Telecom Group, Inc. and Subsidiaries as of
December 31, 2014 and 2013, and the related consolidated statements of operations, changes in shareholders’ equity and cash
flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Wireless Telecom Group, Inc. and Subsidiaries at December 31, 2014 and 2013 and the results of their operations
and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of
America.
March 30, 2015
New York, NY
/s/PKF O’Connor Davies
a division of O’Connor Davies, LLP
F – 2
CONSOLIDATED BALANCE SHEETS
Wireless Telecom Group, Inc.
-ASSETS-
December 31,
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable - net of allowance for doubtful accounts of
$51,421 and $135,742 for 2014 and 2013, respectively
Inventories – net of reserves of $1,037,247 and $765,413, respectively
Deferred income taxes - current
Prepaid expenses and other current assets
TOTAL CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT - NET
2014 2013
$10,723,513
$16,599,249
5,106,241
8,541,077
2,026,269
835,250
27,232,350
5,357,769
8,169,276
1,462,552
720,229
32,309,075
1,689,289
1,609,427
OTHER ASSETS:
Goodwill
1,351,392
Deferred income taxes – non-current 5,263,380 7,454,935
712,202
9,518,529
TOTAL OTHER ASSETS
752,511
7,367,283
Other assets
1,351,392
TOTAL ASSETS
$36,288,922
$43,437,031
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
$1,459,594
Accounts payable
Accrued expenses and other current liabilities
1,523,931
Equipment leases payable – current 134,230 120,103
TOTAL CURRENT LIABILITIES
3,103,628
$1,185,230
1,307,043
2,626,503
LONG TERM LIABILITIES:
Equipment leases payable 32,054 59,296
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued
Common stock, $.01 par value, 75,000,000 shares authorized, 29,510,891 and 29,232,557
shares issued, 19,496,455 and 24,033,231 shares outstanding, respectively 295,109
39,530,325
Additional paid-in capital
Retained earnings
13,124,172
Treasury stock, at cost – 10,014,436 and 5,199,326 shares, respectively (19,319,241) (9,689,022)
40,274,107
33,630,365
292,326
38,970,783
10,700,020
-
-
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$36,288,922
$43,437,031
The accompanying notes are an integral part of these consolidated financial statements.
F – 3
CONSOLIDATED STATEMENTS OF OPERATIONS
Wireless Telecom Group, Inc.
For the Years Ended December 31,
2014 2013
NET SALES $40,337,368 $33,825,073
COST OF SALES 21,293,675 17,696,723
GROSS PROFIT 19,043,693 16,128,350
OPERATING EXPENSES
Research and development 3,379,920 2,645,070
Sales and marketing 5,487,192 4,858,239
General and administrative 5,497,579 6,429,278
TOTAL OPERATING EXPENSES 14,364,691 13,932,587
OPERATING INCOME 4,679,002 2,195,763
OTHER EXPENSE (INCOME) - NET 90,132 (370,778)
INCOME FROM OPERATIONS BEFORE PROVISION FOR
(BENEFIT) FROM INCOME TAXES 4,588,870 2,566,541
PROVISION FOR (BENEFIT) FROM INCOME TAXES 2,164,718 (1,275,659)
NET INCOME $2,424,152 $3,842,200
INCOME PER COMMON SHARE:
Basic
$0.12 $0.16
Diluted $0.11 $0.16
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
20,643,470 23,935,486
Basic
Diluted 21,800,700 24,534,162
The accompanying notes are an integral part of these consolidated financial statements.
F – 4
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
Wireless Telecom Group, Inc.
Common
Stock Issued
Common
Stock Amount
Additional
Paid-in-Capital
Retained
Earnings
Treasury Stock
at Cost
Total
BALANCE AT
DECEMBER 31,
2012
29,012,557
$290,126
$38,226,921
$6,857,820
$(9,459,672)
$35,915,195
Net income
-
-
-
3,842,200
220,000
2,200
(2,200)
-
-
746,062
-
-
-
-
-
3,842,200
-
746,062
-
-
-
-
(229,350)
(229,350)
29,232,557
$292,326
$38,970,783
$10,700,020
$(9,689,022)
$40,274,107
-
2,424,152
-
80,000
(6,666)
-
800
(67)
(800)
67
-
-
-
-
-
2,424,152
-
-
205,400
356,925
-
-
-
-
205,000
2,050
203,350
-
356,925
-
-
-
-
-
(9,630,219)
(9,630,219)
29,510,891
$295,109
$39,530,325
$13,124,172 $(19,319,241)
$33,630,365
Restricted stock
issued
Stock compensation
expense
Repurchase of
treasury stock
BALANCE AT
DECEMBER 31,
2013
Net income
Restricted stock
issued
Forfeiture of
restricted stock
Issuance of shares in
connection with
stock options
exercised
Stock compensation
expense
Repurchase of
treasury stock
BALANCE AT
DECEMBER 31,
2014
The accompanying notes are an integral part of these consolidated financial statements.
F – 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
Wireless Telecom Group, Inc.
For the Years Ended December 31,
2014 2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 2,424,152 $ 3,842,200
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 370,271 344,577
Stock compensation expense 356,925 746,062
Realized gain on sale of non-marketable security - (161,500)
Realized gain on sale of building - (188,403)
Deferred income taxes 1,627,838 (1,705,892)
(84,321) 78,409
Inventory reserves 271,834 143,417
Changes in assets and liabilities:
Provision for (recovery of) doubtful accounts
Accounts receivable 335,849 239,837
Inventories (643,635) (23,058)
Prepaid expenses and other assets (155,330) (86,489)
Accounts payable, accrued expenses and other current liabilities (491,252) 267,930
Net cash provided by operating activities 4,012,331 3,497,090
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (300,701) (504,400)
Proceeds from sale of non-marketable securities - 162,500
Proceeds from sale of building - 3,393,919
Net cash provided by (used for) investing activities (300,701) 3,052,019
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of mortgage note - (2,629,215)
Repayments on equipment lease payable (162,547) (60,808)
Proceeds from exercise of stock options 205,400 -
Repurchase of treasury stock (9,630,219) (229,350)
Net cash (used for) financing activities (9,587,366) (2,919,373)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,875,736) 3,629,736
Cash and cash equivalents, at beginning of year 16,599,249 12,969,513
CASH AND CASH EQUIVALENTS, AT END OF YEAR $ 10,723,513 $ 16,599,249
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
Taxes $ 778,617 $ 290,194
Interest - $ 115,103
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Capital expenditures $(149,432) $(240,206)
Equipment lease payable $ 149,432 $240,206
The accompanying notes are an integral part of these consolidated financial statements.
F – 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Organization and Basis of Presentation:
Wireless Telecom Group, Inc. and Subsidiaries (the “Company”) develops and manufactures a wide variety of
electronic noise sources, testing and measurement instruments and high-power, passive microwave components,
which it sells to customers throughout the United States and worldwide through its foreign sales corporation and
foreign distributors to commercial and government customers in the electronics industry. The consolidated
financial statements include the accounts of Wireless Telecom Group, Inc., which operates one of its product
lines under the trade name Noisecom, Inc. (“Noisecom”), and its wholly-owned subsidiaries, Boonton
Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), WTG Foreign Sales Corporation and NC
Mahwah, Inc. All intercompany transactions are eliminated in consolidation.
The Company discloses its operations in two reportable segments, network solutions and test and measurement.
The network solutions segment is comprised primarily of the operations of Microlab. The test and measurement
segment is comprised primarily of the operations of Boonton and Noisecom.
Use of Estimates:
The accompanying financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during
the reporting period. Accordingly, actual results could differ from those estimates. The most significant estimates
and assumptions include management’s analysis in support of realization of the Company’s deferred tax asset,
accounting for performance-based stock options, inventory reserves and allowance for doubtful accounts.
Concentrations of Credit Risk, Purchases and Fair Value:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of
cash and accounts receivable.
The Company maintains significant cash investments primarily with two financial institutions, which at times
may exceed federally insured limits. The Company performs periodic evaluations of the relative credit rating of
these institutions as part of its investment strategy.
The Company has limited concentration of credit risk in accounts receivable due to the large number of entities
comprising our customer base and their dispersion across many different industries and geographies. Credit
evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser
extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. Credit
evaluation is performed independent of the Company’s sales team to ensure segregation of duties.
For the year ended December 31, 2014, one customer accounted for approximately 10% of the Company’s total
consolidated sales. For the year ended December 31, 2013, one customer accounted for 11% of total
consolidated sales and no other single customer accounted for 10% or more of total consolidated sales. At
December 31, 2014, one customer represented 11% of the Company’s gross accounts receivable balance. At
December 31, 2013, no single customer represented 10% or more of the Company’s gross accounts receivable
balance.
F – 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
For the year ended December 31 2014, two third-party suppliers each accounted for approximately 12% of the
Company’s total consolidated inventory purchases. For the year ended December 31, 2013, two third-party
suppliers each accounted for 11% of the Company’s total consolidated inventory purchases. No other third-party
supplier accounted for 10% or more of the Company’s total consolidated inventory purchases for either of the
years ended 2014 or 2013.
The carrying amounts of cash and cash equivalents, trade receivables, prepaid expenses and other current assets,
accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term
nature of these instruments.
Cash and Cash Equivalents:
The Company considers all highly liquid investments purchased with maturities of three months or less at the
date of purchase to be cash equivalents. Cash and cash equivalents consist of operating and money market
accounts.
The Company classifies investments as short-term investments if their original or remaining maturities are
greater than three months and their remaining maturities are one year or less. As of December 31, 2014,
substantially all of the Company’s investments consisted of cash and cash equivalents.
Accounts Receivable and allowance for doubtful accounts:
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains
allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make
required payments. Estimated allowances for doubtful accounts are reviewed periodically taking into account the
customer’s recent payment history, the customer’s current financial statements and other information regarding
the customer’s credit worthiness. Account balances are charged off against the allowance when it is determined
the receivable will not be recovered.
Inventories:
Raw material inventories are stated at the lower of cost (first-in, first-out method) or market. Finished goods and
work-in-process are valued at average cost of production, which includes material, labor and manufacturing
expenses. Inventory carrying value is net of inventory reserves of $1,037,247 and $765,413 as of December 31,
2014 and 2013, respectively.
Inventories consist of:
Raw materials
Work-in-process
Finished goods
December 31,
2014
$4,161,734
735,364
2013
$5,028,743
470,983
3,643,979 2,669,550
$8,541,077 $8,169,276
F – 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
Property, Plant and Equipment:
Property, plant and equipment are reflected at cost, less accumulated depreciation. Depreciation and amortization
are provided on a straight-line basis over the following useful lives:
Machinery and equipment 5-10 years
Furniture and fixtures 5-10 years
Transportation equipment 3-5 years
Leasehold improvements are amortized over the remaining term of the lease and reflect the estimated life of the
improvements. Repairs and maintenance are charged to operations as incurred; renewals and betterments are
capitalized.
Goodwill:
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a
purchase business combination. Goodwill is not amortized but rather is reviewed for impairment at least
annually, or more frequently if a triggering event occurs. Management first makes a qualitative assessment of
whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before
applying the two-step goodwill impairment test. If, based on the qualitative assessment it is more-likely-than-not,
the estimated fair value of a reporting unit is well in excess of its carrying amount, management will not perform
any quantitative assessment. If, however, the conclusion is that it is more likely than not that the fair value of a
reporting unit is less than its carrying amount, management then performs a two-step goodwill impairment test.
Under the first step, the fair value of the reporting unit is compared with its carrying value, and, if an indication
of goodwill impairment exists for the reporting unit, the Company must perform step two of the impairment test
(measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the
reporting unit’s goodwill as determined by allocating the fair value of the reporting unit in a manner similar to a
purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting
unit goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be
performed.
The Company’s goodwill balance of $1,351,392 at December 31, 2014 and 2013 relates to one of the Company’s
reporting units, Microlab. Management’s qualitative assessment performed in the fourth quarters of 2014 and
2013 did not indicate any impairment of Microlab’s goodwill as its fair value is estimated to be well in excess of
its carrying value.
Impairment of long-lived assets:
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate
of undiscounted cash flows resulting from the use of the assets and its eventual disposition. Measurement of an
impairment loss for long-lived assets that management expects to hold for sale is based on the fair value of the
assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to
sell.
F – 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
Revenue Recognition:
Revenue from product shipments, including shipping and handling fees, is recognized once delivery has occurred
provided that persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability
is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the
customer. Sales to international distributors are recognized in the same manner. If title does not pass until the
product reaches the customer’s delivery site, then recognition of revenue is deferred until that time. There are no
formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time
to time to customers purchasing large quantities on a per transaction basis. There are no special post shipment
obligations or acceptance provisions that exist with any sales arrangements.
Research and Development Costs:
Research and development costs are charged to operations when incurred. The amounts charged to operations for
the years ended December 31, 2014 and 2013 were $3,379,920 and $2,645,070, respectively.
Advertising Costs:
Advertising expenses are charged to operations during the year in which they are incurred and aggregated
$226,593 and $302,269 for the years ended December 31, 2014 and 2013, respectively.
Stock-Based Compensation:
The Company follows the provisions of ASC 718, “Share-Based Payment” which requires that compensation
expense be recognized, based on the fair value of the stock awards less estimated forfeitures. The fair value of the
stock awards is equal to the fair value of the Company’s stock on the date of grant. The fair value of options at the
date of grant was estimated using the Black-Scholes option pricing model. When performance-based options are
granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin
No. 107 (SAB 107) when determining assumptions. The expected option life is derived from assumed exercise
rates based upon historical exercise patterns and represents the period of time that options granted are expected
to be outstanding. The expected volatility is based upon historical volatility of our shares using weekly price
observations over an observation period that approximates the expected life of the options. The risk-free rate is
based on the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected
option life. The estimated forfeiture rate included in the option valuation is based on our past history of
forfeitures. Due to the limited amount of forfeitures in the past, the Company’s estimated forfeiture rate has been
zero.
Management estimates are necessary in determining compensation expense for stock options with performance-
based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period
from the date the performance conditions are determined to be probable of occurring through the implicit service
period, which is the date the applicable conditions are expected to be met. If the performance conditions are not
considered probable of being achieved, no expense is recognized until such time as the performance conditions
are considered probable of being met, if ever. If the award is forfeited because the performance condition is not
satisfied, previously recognized compensation cost is reversed. Management evaluates performance conditions
on a quarterly basis.
F – 10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
Income Taxes:
The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC
requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets
and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates
in effect for the year in which the differences are expected to reverse. The Company establishes a valuation
allowance when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by
a history of net operating losses and determines the necessity for a valuation allowance. The Company evaluates
which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into
consideration any limitations that may exist on its use of its net operating loss carry-forwards.
Under ASC 740, the Company must recognize and disclose the tax benefit from an uncertain position only if it is
more-likely-than-not the tax position will be sustained on examination by the taxing authority, based on the
technical merits of the position. The tax benefits recognized and disclosed in the financial statements attributable
to such position are measured based on the largest benefit that has a greater than 50% likelihood of being
realized upon the ultimate resolution of the position.
The Company has analyzed its filing positions in all of the federal and state jurisdictions where it is required to
file income tax returns. As of December 31, 2014 and 2013, the Company has identified its federal tax return and
its state tax return in New Jersey as “major” tax jurisdictions, as defined, in which it is required to file income
tax returns. Based on the evaluations noted above, the Company has concluded that there are no significant
uncertain tax positions requiring recognition or disclosure in its consolidated financial statements.
Based on a review of tax positions for all open years as set out in the Company’s notes to the consolidated
financial statements, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740
during the years ended December 31, 2014 and 2013.
Income Per Common Share:
Basic income per share is calculated by dividing income available to common shareholders by the weighted
average number of shares of common stock outstanding during the period. Diluted income per share is calculated
by dividing income available to common shareholders by the weighted average number of common shares
outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase
common stock, using the treasury stock method. In accordance with ASC 260, “Earnings Per Share”, the
following table reconciles basic shares outstanding to fully diluted shares outstanding.
Years Ended December 31,
Weighted average number of common shares
outstanding — Basic
Potentially dilutive stock options
Weighted average number of common and equivalent
2014
2013
20,643,470
1,157,230
23,935,486
598,676
shares outstanding-Diluted
21,800,700
24,534,162
Common stock equivalents are included in the diluted income per share calculation only when option exercise
prices are lower than the average market price of the common shares for the period presented.
F – 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
The weighted average number of common stock equivalents not included in diluted income per share, because
the effects are anti-dilutive, was approximately 1,610,000 and 2,480,000 for 2014 and 2013, respectively.
Subsequent events:
The Company has evaluated subsequent events and has determined that there were no subsequent events or
transactions requiring recognition or disclosure in the consolidated financial statements.
Recent Accounting Pronouncements Affecting the Company:
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments
When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period - Consensus of the FASB Emerging Issues Task Force. ASU 2014-12 requires an entity to treat a
performance target that affects vesting and that could be achieved after the requisite service period as a
performance condition. The performance target should not be reflected in estimating the grant-date fair value of
the award. Additionally, compensation cost should be recognized in the period in which it becomes probable that
the performance target will be achieved, and should represent the compensation cost attributable to the period(s)
for which the requisite service has already been rendered; if the performance target becomes probable of being
achieved before the end of the requisite service period, then the remaining unrecognized compensation cost
should be recognized prospectively over the remaining requisite service period. Finally, the total amount of
compensation cost recognized during and after the requisite service period should reflect the number of awards
that are expected to vest, and should be adjusted to reflect those awards that ultimately vest. An entity is required
to adopt ASU 2014-12 for annual and interim periods beginning after December 15, 2015. The Company does
not expect the adoption of ASU 2014-12 to have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" (Topic 606) ("ASU
2014-09"). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize
revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it
expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either
a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period
within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The
Company will adopt ASU 2014-09 during the first quarter of fiscal 2017. Management is evaluating the
provisions of this statement and has not determined what impact the adoption of ASU 2014-09 will have on the
Company's consolidated financial statements.
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity” (“ASU 2014-08”), which changes the criteria for determining which
disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the
new guidance, a discontinued operation is defined as a disposal of a component or group of components that is
disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect
on an entity’s operations and financial results.” The new standard applies prospectively to new disposals and
new classifications of disposal groups as held for sale after the effective date. The amendment is effective for
annual reporting periods beginning after December 15, 2014. Earlier adoption is permitted. The Company does
not expect the adoption of ASU 2014-08 to have a material impact on its consolidated financial statements.
Management does not believe there are any other recently issued, but not yet effective accounting
pronouncements, if adopted, that would have a material effect on the accompanying consolidated financial
statements.
F – 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued):
Reclassifications:
Certain information from the prior year’s presentation has been reclassified to conform to the current year’s
reporting presentation.
NOTE 2 - PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, consist of the following:
Machinery and equipment
Furniture and fixtures
Transportation equipment
Leasehold improvements
Less: accumulated depreciation
December 31,
2014
2013
$5,053,575 $4,656,346
110,444
123,808
157,677
157,677
984,105
984,105
6,319,165 5,908,572
4,629,876 4,299,145
$1,609,427
$1,689,289
Depreciation expense of $370,271 and $344,577 was recorded for the years ended December 31, 2014 and 2013,
respectively.
NOTE 3 - OTHER ASSETS:
Other assets consist of the following:
Product demo assets
Security deposit
Miscellaneous
Total
December 31,
2014
$694,758
50,000
7,753
$752,511
2013
$653,436
50,000
8,766
$712,202
Product demo assets are net of reserves of $744,904 and $625,506 for the years ended December 31, 2014 and
2013, respectively.
NOTE 4 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:
Accrued expenses and other current liabilities consist of the following:
December 31,
2014
Payroll and related benefits
$911,215
Commissions
94,751
Goods received not invoiced
123,683
Professional fees
51,856
Sales and use tax
79,339
Other 46,199
Total
$ 1,307,043
2013
$960,559
152,427
117,907
100,242
105,378
87,418
$ 1,523,931
F – 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 5 - STOCK REPURCHASE:
In April 2014, the Company entered into and consummated an agreement to repurchase a total of 4,815,110
shares of the Company’s common stock from its largest shareholder at the time at a cost of $9,630,219, or $2.00
per share. The Company funded the transaction from available cash.
NOTE 6 -
SHAREHOLDERS’ EQUITY:
Incentive Compensation Plan:
In 2012, the Company’s Board of Directors and shareholders approved the Company’s 2012 Incentive
Compensation Plan (the “2012 Plan”), which provides for the grant of restricted stock awards, non-qualified
stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to
employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the
Company’s future growth and success. When originally approved, the 2012 Plan provided for the grant of
awards relating to 2,000,000 shares of common stock, plus those shares still available under the Company’s prior
incentive compensation plan. In June 2014, the Company’s shareholders approved the Amended and Restated
2012 Incentive Compensation Plan allowing for an additional 1,658,045 shares of the Company’s common stock
to be available for future grants under the 2012 Plan. As of December 31, 2014, there were 2,335,000 shares
available for issuance under the 2012 Plan, including those shares available under the Company’s prior incentive
compensation plan as of such date.
All service-based options granted have ten year terms and, from the date of grant, vest annually and become fully
exercisable after a maximum of five years. Performance-based options granted have ten year terms and vest and
become fully exercisable when determinable performance targets are achieved. Performance targets are agreed
to, and approved by, the Company’s board of directors.
Under the Company’s 2012 Plan, options may be granted to purchase shares of the Company’s common stock
exercisable at prices generally equal to or above the fair market value on the date of the grant.
The following summarizes the components of stock-based compensation expense by equity instrument for the years
ended December 31:
Performance-Based Stock Options
Performance-Based Restricted Common Stock
Service-Based Restricted Common Stock
Total Share-Based Compensation Expense
2014
$146,838
29,954
180,133
$356,925
2013
$590,794
-
155,268
$746,062
Stock-based compensation for the years ended 2014 and 2013 is included in general and administrative expenses
in the accompanying consolidated statement of operations.
Restricted common stock awards:
In June 2014, the Company granted 80,000 shares of restricted common stock to certain directors of the
Company under the 2012 Plan. The fair market value of shares were granted at a price of $2.49 per share and
will fully vest on the date of the Company’s next annual shareholders meeting to be held in June 2015, or a
vesting period of approximately one year, provided that the director’s service continues through the vesting date.
The total compensation expense to be recognized over the vesting period is $199,200.
F – 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 6 - SHAREHOLDERS’ EQUITY (Continued):
The following tables summarize the restricted common stock awards granted to certain directors, officers and
employees of the Company during the years ended December 31, 2014 and 2013 under the 2012 Plan:
Year ended December 31, 2014 Number of
Individuals
Board of Directors
Shares
Granted
80,000
Fair Market
Value per
Granted Share Vesting Date
$2.49
Next Annual Meeting
(June 2015)
Year ended December 31, 2013 Number of
Individuals
Chief Executive Officer
Chief Financial Officer
V.P. of Sales and Marketing
Various Other Employees
Board of Directors
Shares
Granted
42,000
11,000
26,000
21,000
120,000
220,000
Fair Market
Value per
Vesting Date
Granted Share
Performance based
$1.77
Performance based
$1.77
Performance based
$1.77
$1.77
Performance based
$1.51 Next Annual Meeting
(June 2014)
A summary of the status of the Company’s non-vested restricted common stock, as granted under the Company’s
approved stock compensation plan, as of December 31, 2014 and 2013, and changes during the years ended
December 31, 2014 and 2013 are presented below:
Non-vested Shares
Non-vested at January 1, 2013
Number of Shares
128,696
Weighted Average
Grant Date
Fair Value
$1.15
Forfeited
Granted
Vested
Non-vested at December 31, 2013
Forfeited
Granted
Vested
Non-vested at December 31, 2014
-
220,000
(128,696)
220,000
(6,666)
80,000
(113,334)
180,000
-
$1.63
$1.15
$1.63
$1.51
$2.49
$1.51
$2.09
Under the terms of the performance-based restricted common stock award agreements (for the 100,000 awards
granted in 2013), the awards will fully vest and become exercisable on the date on which the Company’s Board
of Directors shall have determined that specific financial milestones have been met, provided the employee
remains in the employ of the Company at such time; provided, however, upon a Change in Control (as defined in
the award agreements and the 2012 Plan), the restricted stock shall automatically vest as permitted by the 2012
Plan. For the performance-based restricted stock awarded in 2013, the Company’s Board of Directors adopted
specific revenue and earnings performance targets as vesting conditions. During the three-months ended
September 30, 2014, management determined the performance conditions related to these restricted stock awards
are probable to be achieved. Accordingly, the Company commenced amortization of the fair market value of
these awards over the implicit service period. If management determines in future periods the achievement of
performance conditions are probable to occur sooner than expected, the Company will accelerate the expensing
of any unamortized balance as of that determination date.
F – 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 6 - SHAREHOLDERS’ EQUITY (Continued):
As of December 31, 2014, the unearned compensation related to Company granted restricted common stock is
$246,646 of which $99,600 (pertaining to 80,000 restricted common stock awards) will be amortized on a
straight-line basis through the date of the Company’s next annual meeting to be held in June 2015, the vesting
date. The remaining balance of $147,046 (pertaining to 100,000 performance-based restricted common stock
awards issued in 2013) will be amortized on a straight-line basis through December 31, 2017, the implicit service
period.
Performance-based stock option awards:
A summary of performance-based stock option activity, and related information for the years ended December
31 2014 and 2013 follows:
Outstanding, January 1, 2013
1,300,000
$0.93
Options
Weighted Average
Exercise Price
Granted
Forfeited
Expired
Outstanding, December 31, 2013
Granted
Vested
Exercised
Forfeited
Expired
Outstanding, December 31, 2014
Options exercisable:
December 31, 2013
December 31, 2014
950,000
-
-
2,250,000
-
-
(180,000)
-
-
2,070,000
$1.77
-
-
$1.28
-
-
$0.78
-
-
$1.33
1,300,000
1,120,000
$0.93
$0.95
The aggregate intrinsic value of performance-based stock options outstanding as of December 31, 2014 and 2013
was $2,792,690 and $1,896,250, respectively. The aggregate intrinsic value of performance-based stock options
exercisable as of December 31, 2014 and 2013 was $1,882,550 and $1,563,750, respectively. The aggregate
intrinsic value of performance-based stock options exercised in 2014 was $320,850.
Under the terms of the performance-based stock option agreements, the awards will fully vest and become
exercisable on the date on which the Company’s Board of Directors shall have determined that specific financial
performance milestones have been met, provided the employee remains in the employ of the Company at such
time; provided, however, upon a Change in Control (as defined in the stock option agreements and the 2012
Plan), the stock options shall automatically vest as permitted by the 2012 Plan. During the three-months ended
September 30, 2014, management determined the performance conditions related to these stock option awards
are probable to be achieved. Accordingly, the Company commenced amortization of the fair market value of
these awards over the implicit service period. If management determines in future periods the achievement of
performance conditions are probable to occur sooner than expected, the Company will accelerate the expensing
of any unamortized balance as of that determination date.
F – 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 6 - SHAREHOLDERS’ EQUITY (Continued):
The aggregate grant date fair-value of performance-based options granted in 2013 was $867,683, or
approximately $0.91 per share. The fair value of these performance-based options was estimated on the date of
grant using the Black-Scholes option pricing method and included the following range of assumptions; dividend
yield of 0%, risk-free interest rate of 1.63% and expected option lives of 4 years. Volatility assumption was
67.43% and the forfeiture rate was assumed to be 0%. As of December 31, 2014, the unearned compensation
related to these performance-based options (950,000 options at a weighted average per share exercise price of
$1.77) is $720,844, which will be amortized on a straight-line basis through December 31, 2017, the implicit
service period.
The Company’s performance-based stock options granted prior to 2013 (consisting of 1,120,000 options) are
fully amortized. For the years ended December 31, 2014 and 2013, the Company recorded compensation
expense related to performance-based options in the amount of $146,838 and $590,794, respectively.
Service-based stock option awards:
A summary of service-based stock option activity, and related information for the years ended December 31,
follows:
Outstanding, January 1, 2013
Granted
Exercised
Forfeited
Expired
Outstanding, December 31, 2013
Granted
Exercised
Forfeited
Expired
Outstanding, December 31, 2014
Options exercisable:
December 31, 2013
December 31, 2014
Options
Weighted Average
Exercise Price
862,000
-
-
-
(75,000)
787,000
-
(25,000)
-
(240,000)
522,000
$2.61
-
-
-
$2.26
$2.65
-
$2.60
-
$2.96
$2.51
787,000
522,000
$2.65
$2.51
The aggregate intrinsic value of service-based stock options exercisable as of December 31, 2014 and 2013 was
$102,640 and $0, respectively. The aggregate intrinsic value of service-based stock options exercised in 2014
was $0. At December 31, 2014, the Company’s service-based stock options were fully amortized.
The performance-based and service-based stock options outstanding and exercisable as of December 31, 2014 are
summarized as follows:
Range of
exercise prices
$0.75 - $1.42
$1.77
$2.28 - $3.02
Weighted average
exercise price
$0.95
$1.77
$2.51
Options
Outstanding
1,120,000
950,000
522,000
2,592,000
Options
Exercisable
1,120,000
-
522,000
1,642,000
Weighted average
remaining life
5.1 years
8.7 years
1.3 years
F – 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 7 - SEGMENT AND RELATED INFORMATION:
Financial information by segment:
The operating businesses of the Company are segregated into two reportable segments, network solutions and
test and measurement. The network solutions segment is comprised primarily of the operations of the Company’s
subsidiary, Microlab. The test and measurement segment is comprised primarily of the Company’s operations
(Noisecom) and the operations of its subsidiary, Boonton.
The accounting policies of the reportable segments are the same as those described in the summary of significant
accounting policies. The Company allocates resources and evaluates the performance of segments based on
income or loss from operations, excluding interest, corporate expenses and other income (expenses).
Financial information by reportable segment as of and for the years ended December 31, 2014 and 2013 is
presented below:
Net sales by segment:
Network solutions
Test and measurement
Total consolidated net sales and net sales of reportable segments
Segment income:
Network solutions
Test and measurement
Income from reportable segments
Other unallocated amounts:
Corporate expenses
Other (expense) income - net
2014
2013
$28,211,609
12,125,759
$40,337,368
$22,031,549
11,793,524
$33,825,073
$7,555,578
1,085,357
8,640,935
$5,558,019
1,154,067
6,712,086
(3,961,933)
(90,132)
(4,516,323)
370,778
Consolidated income from operations before income tax provision
(benefit)
$4,588,870
$2,566,541
Depreciation by segment:
Network solutions
Test and measurement
Total depreciation for reportable segments
Capital expenditures by segment (a):
Network solutions
Test and measurement
Total consolidated capital expenditures by reportable segment
Total assets by segment:
Network solutions
Test and measurement
Total assets for reportable segments
$155,015
215,256
$370,271
$202,934
97,767
$300,701
$127,148
217,429
$344,577
$176,875
327,525
$504,400
$11,088,332
7,006,853
18,095,185
$9,649,681
8,270,614
17,920,295
Corporate assets, principally cash and cash equivalents and deferred
and current taxes
Total consolidated assets
18,193,737
$36,288,922
25,516,736
$43,437,031
(a) Net of equipment lease payable of $149,432 (network solutions segment) and $240,206 (test and
measurement) for 2014 and 2013, respectively.
F – 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 7 - SEGMENT AND RELATED INFORMATION (Continued):
In addition to its in-house sales staff, the Company uses various manufacturers’ representatives to sell its
products. For the years ended December 31, 2014 and 2013, no representative accounted for more than 10% of
total consolidated sales.
Regional Sales:
Net consolidated sales from operations by region were as follows:
Ended December 31,
For the Years
2014 2013___
Americas $30,480,266 $26,760,912
Europe, Middle East, Africa (EMEA) 5,212,246 4,434,037
Asia Pacific (APAC) 4,644,856 2,630,124
$40,337,368 $33,825,073
Net sales are attributable to a geographic area based on the destination of the product shipment. The majority of
shipments in the Americas are to customers located within the United States. For the years ended December 31,
2014 and 2013, sales in the United States amounted to $28,635,920 and $25,125,929, respectively. Shipments to
the remaining regions presented above were largely concentrated in Germany (EMEA) and China (APAC). For
the years ended December 31, 2014 and 2013, sales to Germany amounted to $1,257,457, or 24%, and
$1,330,645, or 30%, of all shipments to the EMEA region, respectively. Sales to China, for the years ended
December 31, 2014 and 2013, amounted to $3,263,277, or 70%, and $1,609,182, or 61%, of all shipments to the
APAC region, respectively. There were no other shipments significantly concentrated in one country.
NOTE 8 - RETIREMENT PLAN:
The Company has a 401(k) profit sharing plan covering all eligible U.S. employees. Company contributions to
the plan for the years ended December 31, 2014 and 2013 amounted to $428,242 and $353,463, respectively.
NOTE 9 - INCOME TAXES:
The components of income tax expense (benefit) related to income from operations are as follows:
Years Ended December 31,
2014 2013
Current:
Federal $ 84,073 $ 42,036
State 452,807 388,196
Deferred:
Federal 1,373,732 (1,439,614)
State 254,106 (266,277)
$ 2,164,718 $ (1,275,659)
F – 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 9 - INCOME TAXES (Continued):
The following is a reconciliation of the maximum statutory federal tax rate to the Company’s effective tax relative
to operations:
Years Ended December 31,
2014 2013
% of % of
Pre Tax Pre Tax
Earnings Earnings
Statutory federal income tax rate 34.0% 34.0%
Change in valuation allowance on deferred taxes - (94.4)
State income tax net of federal tax benefit 8.7 16.3
Under accrual 3.0 -
Permanent differences 0.3 (4.9)
Other 1.2 (0.7)
47.2% (49.7)%
In 2014, the difference between the statutory and the effective tax rate is primarily due to a current provision for
state income taxes. In 2013, the difference between the statutory and the effective tax rate is primarily due to a
change in valuation allowance on deferred taxes based upon management’s evaluation of expected realization of
future taxable income, as well as the current provision for state income taxes.
The components of deferred income taxes are as follows:
2014 2013
December 31,
Allowances for doubtful accounts
Deferred tax assets:
Uniform capitalization of inventory costs for tax purposes $ 168,119 $ 225,022
Reserves on inventories 414,898 306,165
54,297
20,568
240,000 234,008
(435,450)
(471,487)
(17,699) (252,204)
13,947,384 15,797,783
15,929,621
(7,012,134)
$8,917,487
Accruals
Tax effect of goodwill
Book depreciation over tax
Net operating loss carryforward
14,301,783
(7,012,134)
$7,289,649
Valuation allowance for deferred tax assets
The Company has a domestic net operating loss carryforward at December 31, 2014 of approximately
$17,300,000 which expires in 2029. The Company also has a foreign net operating loss carryforward at
December 31, 2014 of approximately $23,400,000 which has no expiration.
Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable
income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible
temporary differences and from utilization of net operating losses. The Company’s valuation allowance of
$7,012,134 at December 31, 2014, is associated with the Company’s foreign net operating loss carryforward
from an inactive foreign entity which is unlikely to be realized in future periods. The amount of deferred tax
assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are
changed. As of December 31, 2014, management believes that is more likely than not that the Company will
fully realize the benefits of its deferred tax assets associated with its domestic net operating loss carryforward.
The Company files income tax returns in its U.S. (federal and state of New Jersey) taxing jurisdictions. With few
exceptions, the Company is no longer subject to U.S. federal and state tax examinations in its major tax
jurisdictions for periods before 2011.
F – 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 9 - INCOME TAXES (Continued):
The State of New Jersey conducted a field examination of one of the Company’s subsidiary tax returns
(Microlab) for the years 2009 through 2012, which was completed in August 2014. Based on the results of the
examination, the State of New Jersey did not propose any significant adjustments to the Company’s tax
positions.
The Company does not have any significant unrecognized tax benefits and does not anticipate significant
increase or decrease in unrecognized tax benefits within the next twelve months.
NOTE 10 - COMMITMENTS AND CONTINGENCIES:
Warranties:
The Company typically provides one-year warranties on all of its products covering both parts and labor. The
Company, at its option, repairs or replaces products that are defective during the warranty period if the proper
preventive maintenance procedures have been followed by its customers. Historically, warranty expense within
the Company has been minimal.
Operating Leases:
The Company leases a 45,700 square foot facility located in Hanover Township, Parsippany, New Jersey, which
is currently being used as its principal corporate headquarters and manufacturing plant.
The Company is also responsible for its proportionate share of the cost of utilities, repairs, taxes, and insurance.
The lease is set to expire on March 31, 2015 with future minimum lease payments of $85,668. As of the date of
this report, the Company is in negotiations to extend the building lease term.
Rent expense, inclusive of common area maintenance charges, for the years ended December 31, 2014 and 2013
was $487,857 and $463,160, respectively.
The Company leases certain equipment under operating lease arrangements. These operating leases expire in
various years through 2018. All leases may be renewed at the end of their respective leasing periods. Future
payments relative to continuing operations consist of the following at December 31, 2014:
2015
$ 63,775
2016 63,775
2017 63,775
2018 58,461
$249,786
In May 2014 and June 2013, the Company entered into Lease agreements for production test equipment. The
agreements require monthly payments in the amount of approximately $6,500 and $10,000 respectively through
May 2016 and June 2015. The remaining lease obligation for this equipment was approximately $170,000 at
December 31, 2014.
F – 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued):
Environmental Contingencies:
In 1982, the Company and the New Jersey Department of Environmental Protection (the “NJDEP”) agreed upon
a plan to correct ground water contamination at the site, located in the township of Parsippany-Troy Hills,
pursuant to which wells have been installed by the Company. The plan contemplates that the wells will be
operated and that soil and water samples will be taken and analyzed until such time that contamination levels are
satisfactory to the NJDEP. In 2014, the Company received approval for a groundwater permit from the NJDEP
to carry out the final Remedial Action Work Plan and report. Under the final phase of the Remedial Action Work
Plan, there will be limited and reduced monitoring and testing as long as concentrations at the site continue on a
decreasing trend.
Expenditures incurred by the Company during the year ended December 31, 2014 and 2013 in connection with
the site amounted to approximately $78,000 and $51,000, respectively. While management anticipates that the
expenditures in connection with this site will not be substantial in future years, the Company could be subject to
significant future liabilities and may incur significant future expenditures if further contaminants from Boonton’s
testing are identified and the NJDEP requires additional remediation activities. Management is unable to
estimate future remediation costs, if any, at this time. The Company will continue to be liable under the plan, in
all future years, until such time as the NJDEP releases it from all obligations applicable thereto.
At this time, the Company believes that it is in material compliance with all environmental laws, does not
anticipate any material expenditure to meet current or pending environmental requirements, and generally
believes that its processes and products do not present any unusual environmental concerns. Besides the matter
referred to above with the NJDEP, the Company is unaware of any existing, pending or threatened contingent
liability that may have a material adverse affect on its ongoing business operations.
Line of Credit:
The Company maintains a line of credit with its investment bank. The credit facility provides borrowing
availability of up to 100% of the Company’s money market account balance and 99% of the Company’s short-
term investment securities and, under the terms and conditions of the loan agreement, is fully secured by said
money fund account and any short-term investment holdings. Advances under the facility will bear interest at a
variable rate equal to the London InterBank Offered Rate (“LIBOR”) in effect at time of borrowing.
Additionally, under the terms and conditions of the loan agreement, there is no annual fee and any amount
outstanding under the loan facility may be paid at any time in whole or in part without penalty.
As of December 31, 2014, the Company had no borrowings outstanding under the facility and approximately
$4,500,000 of borrowing availability. The Company has no current plans to borrow from this credit facility as it
believes cash generated from operations will adequately meet near-term working capital requirements.
Risks and Uncertainties:
Proprietary information and know-how are important to the Company’s commercial success. There can be no
assurance that others will not either develop independently the same or similar information or obtain and use
proprietary information of the Company. Certain key employees have signed confidentiality and non-compete
agreements regarding the Company’s proprietary information.
The Company believes that its products do not infringe the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims in the future.
F – 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wireless Telecom Group, Inc.
NOTE 11 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
The following is a summary of selected quarterly financial data from operations (in thousands, except per share
amounts).
2014
Quarter
Net sales
Gross profit
Operating income
Net income
Diluted net income per share
1st
$9,185
4,266
802
440
$.02
2nd
$10,439
4,930
1,268
716
$.03
3rd
$11,372
5,765
2,126
983
$.05
4th
$9.341
4,083
483
285
$.01
2013
Quarter
Net sales
Gross profit
Operating income
Net income
Diluted net income per share
1st
$6,797
3,320
244
346
$.01
2nd
$8,705
4,080
717
1,058
$.04
3rd
$8,791
4,235
572
1,090
$.04
4th
$9,532
4,493
663
1,348
$.05
F – 23
Pursuant to the requirements of Section 13 or 15(d) 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.
S I G N A T U R E S
Date: March 31, 2015
WIRELESS TELECOM GROUP, INC.
By: /s/ Paul Genova
Paul Genova
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Alan Bazaar
Alan Bazaar
/s/ Paul Genova
Paul Genova
/s/ Robert Censullo
Robert Censullo
/s/ Henry Bachman
Henry Bachman
/s/ Joseph Garrity
Joseph Garrity
/s/ Don C. Bell III
Don C. Bell III
/s/ Timothy Whelan
Timothy Whelan
Chairman of the Board
March 31, 2015
Chief Executive Officer
March 31, 2015
Chief Financial Officer
March 31, 2015
Director
Director
Director
Director
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
31
Exhibit 21.1
SUBSIDIARIES OF WIRELESS TELECOM GROUP, INC.
ENTITY NAME
Boonton Electronics Corp.
Microlab/FXR
WTG Foreign Sales Corp.
NC Mahwah, Inc.
COUNTRY OR STATE OF
INCORPORATION/FORMATION
New Jersey
New Jersey
New Jersey
New Jersey
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.
333-197578, No. 333-182819, No. 333-59856 and No. 333-04893) pertaining to the Amended and
Restated 2012 Incentive Compensation Plan, the 2000 stock option plan and the 1995 stock option
plan of our report dated March 30, 2015, on the consolidated financial statements of Wireless Telecom
Group, Inc. as of and for the years ended December 31, 2014 and 2013.
/s/ PKF O’Connor Davies
a division of O’Connor Davies, LLP
March 30, 2015
New York, NY
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Paul Genova, certify that:
1.
I have reviewed this annual report on Form 10-K of Wireless Telecom Group, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
The registrant's other certifying officer(s) and I have disclosed, based on our most recent
5.
evaluation of internal control over financial reporting, to the registrant's auditors and to the audit
committee of the registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls over financial reporting.
Date: March 31, 2015
/s/ Paul Genova
Paul Genova
Chief Executive Officer, (Principal Executive
Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Robert Censullo, certify that:
1.
I have reviewed this annual report on Form 10-K of Wireless Telecom Group, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
The registrant's other certifying officer(s) and I have disclosed, based on our most recent
5.
evaluation of internal control over financial reporting, to the registrant's auditors and to the audit
committee of the registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls over financial reporting.
Date: March 31, 2015
/s/ Robert Censullo
Robert Censullo
Chief Financial Officer, (Principal Financial
Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K of Wireless Telecom Group, Inc.
(the “Company”) for the year ended December 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Paul Genova, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
Act of 2002, that:
The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of
(1)
the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial
(2)
condition and result of operations of the Company.
/s/ Paul Genova
Paul Genova
Chief Executive Officer, (Principal Executive
Officer)
March 31, 2015
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C., §
1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and is not to be incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to Wireless
Telecom Group, Inc. and will be retained by Wireless Telecom Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K of Wireless Telecom Group, Inc.
(the “Company”) for the year ended December 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Robert Censullo, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
Act of 2002, that:
The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of
(1)
the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial
(2)
condition and result of operations of the Company.
/s/ Robert Censullo
Robert Censullo
Chief Financial Officer, (Principal Financial
Officer)
March 31, 2015
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C., §
1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and is not to be incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to Wireless
Telecom Group, Inc. and will be retained by Wireless Telecom Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.
Corporate Profile
Directors
Henry Bachman (retired)
Alan L. Bazaar
Chief Executive Officer of Hollow Brook
Don C. Bell III
President of Trigg Partners
Joseph Garrity
Chief Operating Officer & Chief Financial Officer
of Salem Global Partners, Inc.
Paul Genova
Chief Executive Officer, Wireless Telecom Group,
Annual Meeting
The Annual Meeting of the Stockholders will be held at 10:00 a.m. on
Wednesday June 10, 2015 at:
The Offices of Reed Smith LLP
599 Lexington Avenue
22nd Floor
New York, NY 10022
A copy of the Form 10-K Report as filed with the
Securities and Exchange Commission may be obtained
without charge by written request addressed to:
Inc.
Timothy Whelan
Officers
Paul Genova
Chief Executive Officer
Joseph Debold
Senior Vice President, Global Sales and Marketing
Robert Censullo
Chief Financial Officer and Corporate Secretary
Transfer Agent and Registrar
American Stock Transfer & Trust Company
Independent Accountants
PKF O’Connor Davies, a division of
O’Connor Davies, LLC
Legal Counsel
Reed Smith LLP, New York, New York
Exchange Listing
NYSE-MKT Symbol: WTT
Robert Censullo
Chief Financial Officer and Corporate Secretary
Wireless Telecom Group, Inc.
25 Eastmans Road
Parsippany, NJ 07054
USA
Certifications
The Company has filed as exhibits to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2014, and the Chief Executive
Officer and Chief Financial Officer certifications required by Section
302 of the Sarbanes-Oxley Act of 2002. The Company has also filed
with the New York Stock Exchange the required annual Chief Execu-
tive Officer certification as required by the New York Stock Exchange
Listed Company Manual.
25 Eastmans Rd
Parsippany, NJ
United States
Tel:
Fax:
www.wtcom.com
+1 973 386 9696
+1 973 386 9191
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WTGinnovation
2014 ANNUAL REPORT
Wireless Telecom Group Inc.
25 Eastmans Rd
Parsippany, NJ 07054
United States
Tel:
Fax:
www.wtcom.com
+1 973 386 9696
+1 973 386 9191