<PAGE>
<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended
March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____ to____
Commission file number
1-11916
WIRELESS TELECOM GROUP, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New Jersey 22-2582295
- ---------------------------------------- -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
East 64 Midland Avenue
Paramus, New Jersey 07652
- ---------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(201) 261-8797
-------------------------------------------------------
Registrant's telephone number, including area code
-------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the most recent practicable date.
<TABLE>
<S> <C>
Common Stock - Par Value $.01 17,557,298
- ------------------------------ ------------------------
Class Outstanding Shares
At May 10, 1999
</TABLE>
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
Table of Contents
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION Page(s)
Item 1 -- Consolidated Financial Statements:
Condensed Balance Sheets as of March 31, 1999
(unaudited) and December 31, 1998 3
Condensed Statements of Operations for the Three
Months Ended March 31, 1999 and 1998 (unaudited) 4
Condensed Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998 (unaudited) 5
Notes to Interim Condensed Financial Statements (unaudited) 6-7
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings 9-10
Item 2 -- Changes in Securities 10
Item 3 -- Defaults upon Senior Securities 10
Item 4 -- Submission of Matters to a Vote of Security Holders 10
Item 5 -- Other Information 10
Item 6 -- Exhibits and Reports on Form 8-K 10-11
Signatures 12
Exhibit 11.1 13
Exhibit 27 14
2
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
</TABLE>
<TABLE>
<CAPTION>
- ASSETS -
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $23,988,407 $ 9,031,724
Accounts receivable -- net of allowance for
doubtful accounts of $36,365 and $134,013, respectively 2,015,173 2,611,953
Inventories 1,309,877 7,862,143
Prepaid expenses and other current assets 566,938 1,109,495
------------ ------------
TOTAL CURRENT ASSETS 27,880,395 20,615,315
PROPERTY, PLANT AND EQUIPMENT - NET 721,963 2,875,426
OTHER ASSETS 4,067,649 631,458
------------ ------------
$32,670,007 $24,122,199
============ ============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES
Accounts payable $ 684,464 $ 780,410
Accrued expenses and other current liabilities 2,618,156 195,784
Income tax payable 1,922,809 --
------------- ------------
TOTAL CURRENT LIABILITIES 5,225,429 976,194
------------ ------------
DEFERRED INCOME TAXES 306,610 306,610
------------ ------------
OTHER L/T LIABILITIES 194,444 --
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (NOTE 4):
Preferred stock, $.01 par value, 2,000,000
shares authorized, none issued -- --
Common stock, $.01 par value, 30,000,000 shares
authorized, 17,702,298 shares issued 177,023 177,023
Additional paid-in-capital 6,631,061 6,631,061
Retained earnings 20,403,249 16,299,120
Treasury stock at cost, 145,000 shares (267,809) (267,809)
------------ ------------
26,943,524 22,839,395
------------ ------------
$32,670,007 $24,122,199
============ ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
3
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------
1999 1998
---- ----
<S> <C> <C>
NET SALES $ 1,543,724 $ 2,066,934
----------- -----------
COSTS AND EXPENSES
Cost of sales 389,200 784,914
Operating expenses 496,981 612,728
Interest, dividend and other income (213,580) (99,909)
----------- -----------
TOTAL COSTS AND EXPENSES 672,601 1,297,733
----------- -----------
INCOME FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAX 871,123 769,201
PROVISION FOR INCOME TAXES 327,846 278,228
----------- -----------
INCOME FROM CONTINUING OPERATIONS 543,277 490,973
DISCONTINUED OPERATIONS:
Income (Loss) from discontinued operations - net of
income taxes (17,982) 709,574
Gain on sale of test equipment business - net of
income taxes 3,578,834 --
----------- -----------
NET INCOME $ 4,104,129 $ 1,200,547
=========== ===========
NET INCOME PER COMMON SHARE (NOTE 2):
BASIC
Continuing Operations $ .03 $ .03
Discontinued Operations .20 .04
----------- -----------
$ .23 $ .07
=========== ===========
DILUTED
Continuing Operations $ .03 $ .03
Discontinued Operations .20 $ .04
----------- -----------
$ .23 $ .07
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
4
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
------------------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 4,104,129 $ 1,200,547
Adjustments to reconcile net income to net
cash provided by (used in)
operating activities:
Depreciation and amortization 135,896 101,695
Deferred income taxes -- 5,990
Other Income (5,556) --
Provision for losses on accounts receivable (97,648) 17,406
Gain on sale of discontinued division (5,583,204) --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 694,428 (1,269,193)
(Increase) decrease in inventories (108,586) 344,949
Decrease in prepaid expenses and other assets 915,865 45,814
(Decrease) in accounts payable and accrued expenses (127,004) (703,284)
Increase in income taxes payable 1,922,809 --
------------ ------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 1,851,129 (256,076)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (162,784) (139,289)
Officer's life insurance 24,159 --
Proceeds from sale of discontinued division 16,730,730 --
Proceeds from covenant not to compete 200,000 --
Purchase of Noise Product line (2,500,000) --
Expenses related to disposal (1,186,551) --
------------ ------------
NET CASH PROVIDED BY (USED FOR)
INVESTING ACTIVITIES 13,105,554 (139,289)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid -- (877,545)
Proceeds from exercise of stock options -- 203,979
------------ -------------
NET CASH (USED) FOR FINANCING ACTIVITIES -- (673,566)
------------ -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 14,956,683 (1,068,931)
Cash and cash equivalents, at beginning of year 9,031,724 7,546,625
------------ ------------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $23,988,407 $ 6,477,694
============ ============
SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Taxes $ 15,280 $ 636,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
5
<PAGE>
<PAGE>
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES
The condensed consolidated balance sheet as of March 31, 1999 and the
condensed consolidated statements of operations for the three month periods
ended March 31, 1999 and 1998 and the condensed consolidated statements of
cash flows for the three month periods ended March 31, 1999 and 1998 have
been prepared by the Company without audit. The consolidated financial
statements include the accounts of Wireless Telecom Group, Inc. and its
wholly-owned subsidiary WTG Foreign Sales Corporation. WTG Foreign Sales
Corporation began operations as a subsidiary of the Company in February
1996.
On March 11, 1999 the Company consummated the sale of all of its Wireless
Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey
corporation ("TAS"), for a purchase price of approximately $19 million ($2
million of which is held in escrow to secure certain obligations of the
Company under the Asset Purchase Agreement) pursuant to an Asset Purchase
Agreement, dated January 7, 1999, between the Company and TAS (the "Asset
Purchase Agreement"). Also, pursuant to the Asset Purchase Agreement, the
Company purchased TAS' products relating to single-function noise
generation (the "Noise Assets") for a purchase price of approximately $2.5
million, and the Company and TAS entered into non-competition agreements
with the businesses associated with the respective products purchased by
each.
In the opinion of management, the accompanying condensed consolidated
financial statements referred to above contain all necessary adjustments,
consisting of normal accruals and recurring entries only, which are
necessary to present fairly the Company's results for the interim periods
being presented.
The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements included in its annual report on Form
10-K for the year ended December 31, 1998, which is incorporated herein by
reference. Specific reference is made to this report for a description of
the Company's securities and the notes to financial statements included
therein.
The results of operations for the three month periods ended March 31, 1999
and 1998 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2 - INCOME PER COMMON SHARE
Income per common share is computed by dividing the net income by the
weighted average number of common shares and common equivalent shares
outstanding during each period. The Company has adopted SFAS 128 "Earnings
Per Share" ("SFAS 128"), which has changed the method for calculating
earnings per share. SFAS 128 requires the presentation of "basic" and
"diluted" earnings per share on the face of the income statement. Prior
period earnings per share data have been restated in accordance with
Statement 128.
NOTE 3 - REVOLVING CREDIT LINE
The Company had an agreement with its bank, which provided for an unsecured
line of credit in the amount of $7,000,000 with interest at the bank's
prime rate. This agreement expired on September 30, 1998 and was not
renewed.
6
<PAGE>
<PAGE>
NOTE 4 - DIVIDENDS
The Company paid cash dividends aggregating $.05 per share for the year
ending December 31, 1998.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"),
develops, manufactures and markets a wide variety of electronic noise sources,
and in addition, until March 11, 1999, test instruments for the wireless
telecommunication industry. The Company's products have historically been
primarily used to test the performance and capability of cellular/PCS and
satellite communications systems. Other applications include radio, radar,
wireless local area network (WLAN) and digital television. On March 11, 1999 the
Company consummated the sale of all of its Wireless Test Equipment Business to
Telecom Analysis Systems, Inc., a New Jersey corporation ("TAS"), for a purchase
price of approximately $19 million ($2 million of which is held in escrow to
secure certain obligations of the Company under the Asset Purchase Agreement)
pursuant to an Asset Purchase Agreement, dated January 7, 1999, between the
Company and TAS (the "Asset Purchase Agreement"). Also, pursuant to the Asset
Purchase Agreement, the Company purchased TAS' products relating to
single-function noise generation (the "Noise Assets") for a purchase price of
approximately $2.5 million, and the Company and TAS entered into non-competition
agreements with the businesses associated with the respective products purchased
by each.
The financial information presented herein includes:
(i) Condensed consolidated balance sheets as of March 31, 1999 and as of
December 31, 1998 (ii) Condensed consolidated statements of operations for the
three month periods ended March 31, 1999 and 1998 and (iii) Condensed
consolidated statements of cash flows for the three month periods ended March
31, 1999 and 1998.
OPERATIONS
For the three months ended March 31, 1999 as compared to the corresponding
period of the previous year, net sales decreased to $1,543,724 from $2,066,934 a
decrease of $523,210 or 25.3%. This decrease was due to the timing of shipments
and product mix. The Company did experience variations in sales due to certain
large orders which were shipped in the first quarter of 1998.
The Company's gross profit on net sales for the three months ended March 31,
1999 was $1,154,524 or 74.8% as compared to $1,282,020 or 62.0% for the three
months ended March 31, 1998. The Company can experience variations in gross
profit based upon the mix of product sales as well as variations due to revenue
volume and economies of scale. The Company continues to rigidly monitor costs
associated with material acquisition, manufacturing and production.
Operating expenses for the three months ended March 31, 1999 were $496,981 or
32.2% of net sales as compared to $612,728 or 29.6% of net sales for the three
months ended March 31, 1998.
For the three months ended March 31, 1999 as compared to the same period of the
prior year, operating expenses decreased in dollars by $115,747. This decrease
is primarily due to controlled expenditures for research and development,
advertising and selling, and commission expenses.
7
<PAGE>
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Interest, dividend and other income increased by $113,671 for the three months
ended March 31, 1999. This increase was due to a higher average investment
balance during 1999.
Net income from continuing operations increased to $543,277, or $.03 per share,
for the three months ended March 31, 1999 as compared to $490,973, or $.03 per
share for the three months ended March 31, 1998. The explanation of these
changes can be derived from the analysis given above of operations for the
quarter ending March 31, 1999 and 1998, respectively.
As a result of the sale of The Wireless Test Equipment Business (see above) the
Company realized a gain of $3,578,834 net of tax of $2,004,371. For the three
months ended March 31, 1998, income from this portion of the business was
$709,574 as compared to a loss of $17,982 for the current quarter.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's working capital has increased by $3,015,845 to $22,654,966 at
March 31, 1999, from $19,639,121 at December 31, 1998. At March 31, 1999 the
Company had a current ratio of 5.3 to 1, and a ratio of debt to net worth of .21
to 1. At December 31, 1998 the Company had a current ratio of 21.1 to 1, and a
ratio of debt to net worth of less than .1 to 1.
Cash provided by operations was $1,851,129 for the period ending March 31, 1999.
Cash provided by net income of $4,104,129 was offset by a gain in the sale of
discontinued operations of $5,583,204.
In addition, the company decreased accounts receivable by $694,428 and increased
its income taxes payable by $1,922,809. The Company also realized a decrease in
prepaid expenses of $915,865 and an increase in inventory of $108,586. This
increase in inventory is a result of balancing production requirements while
maintaining manageable levels of goods on hand.
Operating activities used $256,076 in cash flows for the comparable period in
1998. Cash used for operations was primarily due to net income offset by
increases in accounts receivable and decreases in accounts payable.
Net cash provided by investing activities for the quarter ending March 31, 1999
was $13,105,554. In 1999, the Company realized proceeds of $16,730,730 from the
sale of its Wireless Test Equipment Business partially offset by $2,500,000 for
the purchase of the Noise Product Line from Telecom Analysis Systems, and
$1,186,551 for expenses relating to the disposal of the Wireless Test Equipment
Business. For the quarter ended March 31, 1998 net cash used for investing
activities was $139,289. In 1998, these funds were used for capital
expenditures.
Net cash used for financing activities for the quarter ending March 31, 1999 and
1998 were $0.00 and $673,566, respectively. The payment of quarterly cash
dividends was the primary use of these funds in 1998. These cash outlays were
partially offset by proceeds from the exercise of stock options.
During 1998, the Company declared quarterly cash dividends aggregating $877,545
or $.05 per common share.
The Company believes that its financial resources from working capital provided
by operations are adequate to meet current requirements.
INFLATION AND SEASONALITY
The Company does not anticipate that inflation will significantly impact its
business nor does it believe that its business is seasonal.
8
<PAGE>
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
IMPACT OF THE YEAR 2000 ISSUE
The Company is in the process of assessing its information technology ("IT") and
non-IT computer systems and operations to identify and determine the extent to
which any such systems will be susceptible to potential malfunctions as a result
of the Year 2000 ("Y2K") problem. The Y2K problem arose because many existing
computer programs use only the last two digits to refer to a particular year,
rather than four. Therefore, these computer programs do not properly recognize a
year that begins with "20" instead of the familiar "19". Any of the Company's
systems utilizing such last two-digit system to refer to a particular year may
not recognize the year 2000; but rather, assume the year to be 1900. This could
potentially result in major system failures or miscalculations, causing
disruption of operations, including, but not limited to, a temporary inability
to process transactions, billing and customer service or to engage in normal
business activities.
The Company is currently upgrading its computer systems and operations to ensure
that all such systems are, or will be prior to January 1, 2000, Y2K compliant.
The Company estimates that it will incur aggregate costs of $60,000 for such
upgrade, of which the Company has incurred $29,000 to date. Such costs will be
borne out of the Company's general working capital funds. There can be no
assurance, however, that the Company will achieve full Y2K compliance before the
end of 1999 or that such costs will not increase.
In addition to assessing its own computer systems and operations, the Company is
currently conducting an external review of its vendors and suppliers. However,
the Company does not believe that its relationship with any one vendor or
supplier is material to the extent that such party's Y2K noncompliance would
have a material adverse effect on the Company's business and operations.
Notwithstanding, the Company may experience problems to the extent that a large
number of its suppliers or vendors are not Y2K compliant, and there can be no
assurance that such problems would not have a material adverse effect on the
Company.
Although the Company anticipates, although there can be no assurance, that its
computer systems and operations will be fully Y2K compliant by the end of 1999,
the Company does not currently have any contingency plans in the event such
systems and operations are not, and there can be no assurance that any effective
contingency plans will be developed or implemented. A failure of the Company to
effectively upgrade its computer systems to become Y2K compliant before the end
of 1999 could have a material adverse effect on the Company's business,
financial position and results of operations. The most reasonably likely worst
case scenario would be a systems failure beyond the control of the Company from
operating its business. The Company believes that such failure would likely lead
to lost revenues, increased operating costs, loss of customers or other business
interruptions of a material nature.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On March 15, 1999, a complaint was filed in the Superior Court of the State of
California for the County of Orange. The action was brought by Mr. David Day, an
individual; David Day d/b/a Day Test & Measurements and Day Test & Measurements,
as plaintiffs against Noise Com, Inc., a New Jersey corporation; Wireless
Telecom Group, Inc., a New Jersey corporation; Telecom Analysis Systems, Inc.,
Bowthorpe PLC and Does 1 through 100, inclusive as defendants. The action sets
forth several causes of action, including breach of contract and fraud relating
to an alleged failure of the defendants to pay full commissions allegedly owed
to the plaintiff. The plaintiffs allege damages in excess of $1 million from
each of the defendants. The Company believes that the damages that might be
awarded to the plaintiffs in connection with this matter would not have a
material adverse effect on the Company's business, financial condition or
results of operations.
9
<PAGE>
<PAGE>
PART II - OTHER INFORMATION (CONTINUED)
On about April 26, 1999, Noise Com, Inc. ("Noise Com") filed the motion to
strike the complaint filed against it in the Superior Court of the State of
California on the grounds; (a) that the complaint fails to join as a plaintiff
the party named in the contract and improperly joins as plaintiffs parties who
are not signatories to the contract; (b) fails to state facts sufficient to make
our claims for fraud or breach of fiduciary duty; (c) seeks relief to which
plaintiffs' are not entitled under California law, including attorney's fees and
punitive damages.
On April 23, 1999, Noise Com commenced an arbitration proceeding against Day
Test and Measurements ("Day Test"), a plaintiff in the aforementioned California
action. In the arbitration, venued in New Jersey and brought under the rules of
the American Arbitration Association, Noise Com alleges that Day Test, a former
sales representative for Noise Com, failed to act with diligence and loyalty in
performing its duties as Noise Com's agent. Also, the arbitration seeks to
resolve the dispute concerning the commissions allegedly due Day Test. On April
27, 1999, Day Test objected to the arbitration, claiming that it never agreed to
arbitrate disputes with Noise Com. In response to Day Test's objection, on May
6, 1999, Noise Com filed an action in the Superior Court of New Jersey, County
of Bergen, seeking a declaratory judgement requiring Day Test to participate in
the aforementioned New Jersey arbitration. Alternatively, Noise Com asks that
the parties' disputes be decided by the New Jersey Court.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11.1 Computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K:
On January 25, 1999, the Company filed a Current Report on Form 8-K, dated
January 7, 1999, with the Securities and Exchange Commission (the "Commission")
therein reporting under "Item 5 - Other Events," the Company's execution of an
asset purchase agreement, dated January 7, 1999 (the "Asset Purchase
Agreement"), with Telecom Analysis Systems, Inc. ("TAS"), whereby the Company
agreed to sell its Test Equipment Assets (as defined in the Asset Purchase
Agreement) to TAS (the "Transaction"). The Company also filed in such report
under "Item 7 Financial Statements, Pro Forma Financial Information and
Exhibits," the Company's press release, dated January 8, 1999, therein
announcing the Company's and TAS' execution of the Asset Purchase Agreement.
10
<PAGE>
<PAGE>
PART II - OTHER INFORMATION (CONTINUED)
On March 26, 1999, the Company filed a Current Report on Form 8-K, dated
March 11, 1999, with the Commission therein reporting the consummation of
the Transaction under "Item 5 - Acquisition or Disposition of Assets." The
Company also filed in such report under "Item 7 - Financial Statements, Pro
Forma Financial Information and Exhibits," the pro forma financial
statements reflecting the Transaction, the Asset Purchase Agreement,
Non-Competition Agreements between the Company and TAS and the Company's
press release, dated March 11, 1999, therein announcing the consummation of
the Transaction.
11
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WIRELESS TELECOM GROUP, INC.
----------------------------
(Registrant)
Date: May 10, 1999 /S/ Edward Garcia
----------------------------
Edward Garcia
Chairman and Chief Executive Officer
Date: May 10, 1999 /S/ Demir Richard Eden
------------------------------------
Demir Richard Eden
Acting Chief Financial Officer
12
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<PAGE>
Exhibit 11.1
WIRELESS TELECOM GROUP, INC.
COMPUTATION OF PER SHARE EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, 1999 MARCH 31, 1998
-------------- --------------
<S> <C> <C>
Income from continuing operations $ 543,277 $ 490,973
Income from discontinued operations and
Gain on sale of test equipment business 3,560,852 709,574
----------- -----------
Net Income $ 4,104,129 $ 1,200,547
=========== ===========
BASIC EARNINGS:
Weighted average number of common shares outstanding 17,557,298 17,484,259
=========== ===========
Basic earnings per common share:
Continuing operations $0.03 $0.03
Discontinued operations 0.20 0.04
----------- -----------
$0.23 $0.07
=========== ===========
DILUTED EARNINGS:
Weighted average number of common shares outstanding 17,557,298 17,484,259
Stock Options -- 171,059
----------- -----------
Weighted average number of common shares outstanding, as
adjusted 17,557,298 17,655,318
=========== ===========
Diluted earnings per common share:
Continuing operations $0.03 $0.03
Discontinued operations 0.20 0.04
----------- -----------
$0.23 $0.07
=========== ===========
</TABLE>
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements for the quarter ended March 31, 1999 and is
qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 23,988,407
<SECURITIES> 0
<RECEIVABLES> 2,051,538
<ALLOWANCES> 36,365
<INVENTORY> 1,309,877
<CURRENT-ASSETS> 27,880,395
<PP&E> 1,761,288
<DEPRECIATION> 1,039,325
<TOTAL-ASSETS> 32,670,007
<CURRENT-LIABILITIES> 5,225,429
<BONDS> 0
<COMMON> 0
177,023
0
<OTHER-SE> 26,766,501
<TOTAL-LIABILITY-AND-EQUITY> 32,670,007
<SALES> 1,543,724
<TOTAL-REVENUES> 1,543,724
<CGS> 389,200
<TOTAL-COSTS> 672,601
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 871,123
<INCOME-TAX> 327,846
<INCOME-CONTINUING> 543,277
<DISCONTINUED> (17,982)
<EXTRAORDINARY> 3,578,834
<CHANGES> 0
<NET-INCOME> 4,104,129
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
