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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
June 30, 2002
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number
1-11916
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WIRELESS TELECOM GROUP, INC.
------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2582295
- ------------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
East 64 Midland Avenue
Paramus, New Jersey 07652
- ----------------------------------------- ------
(Address of principal executive offices) (Zip Code)
(201) 261-8797
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Registrant's telephone number, including area code
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the most recent practicable date.
Common Stock - Par Value $.01 17,061,178
- ------------------------------ --------------------------
Class Outstanding Shares
At July 31, 2002
WIRELESS TELECOM GROUP, INC.
Table of Contents
PART I. FINANCIAL INFORMATION Page(s)
Item 1 -- Consolidated Financial Statements:
Condensed Balance Sheets as of June 30, 2002
(unaudited) and December 31, 2001 3
Condensed Statements of Operations for the Three and Six
Months Ended June 30, 2002 and 2001 (unaudited) 4
Condensed Statements of Cash Flows for the Six
Months Ended June 30, 2002 and 2001 (unaudited) 5
Notes to Interim Condensed Financial Statements (unaudited) 6 - 8
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings 12
Item 2 -- Changes in Securities 12
Item 3 -- Defaults upon Senior Securities 12
Item 4 -- Submission of Matters to a Vote of Security Holders 12
Item 5 -- Other Information 12
Item 6 -- Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit 11.1 14
Exhibit 99.1 15
Exhibit 99.2 16
2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ASSETS -
JUNE 30, DECEMBER 31,
2002 2001
------------ -----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 15,131,974 $ 15,138,640
Accounts receivable -- net of allowance for doubtful accounts of
$199,666 and $113,950 for 2002 and 2001, respectively 3,109,395 2,867,538
Inventories 5,961,602 6,316,085
Current portion of deferred tax asset 113,880 140,000
Prepaid expenses and other current assets 355,426 476,454
------------ ------------
TOTAL CURRENT ASSETS 24,672,277 24,938,717
------------ ------------
PROPERTY, PLANT AND EQUIPMENT - NET 5,560,900 5,499,540
------------ ------------
OTHER ASSETS:
Goodwill (Note 4) 1,351,392 1,351,392
Deferred tax asset 307,987 364,927
Other assets 736,668 750,682
------------ ------------
TOTAL OTHER ASSETS 2,396,047 2,467,001
------------ ------------
TOTAL ASSETS $ 32,629,224 $ 32,905,258
============ ============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable $ 540,815 $ 660,249
Accrued expenses and other current liabilities 598,451 760,868
Current portion of mortgage payable 36,018 34,686
Income taxes payable 142,106 164,650
------------ ------------
TOTAL CURRENT LIABILITIES 1,317,390 1,620,453
------------ ------------
LONG TERM LIABILITIES:
Mortgage payable 3,148,261 3,166,609
Other long term liabilities -- 11,096
------------ ------------
TOTAL LONG TERM LIABILITIES 3,148,261 3,177,705
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (Note 3):
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued -- --
Common stock, $.01 par value, 75,000,000 shares authorized,
19,875,378 and 19,807,677 shares issued, in 2002 and 2001, respectively 198,754 198,077
Additional paid-in-capital 12,904,589 12,792,657
Retained earnings 22,196,298 21,979,416
Treasury stock at cost, - 2,767,800 and 2,654,400, in 2002 and 2001,
respectively (7,136,068) (6,863,050)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 28,163,573 28,107,100
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 32,629,224 $ 32,905,258
============ ============
See accompanying notes
3
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------------- ------------------ ---------
2002 2001 2002 2001
---- ---- ---- ----
NET SALES $ 5,540,891 $ 5,335,268 $ 10,623,203 $ 11,114,820
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales 2,912,845 2,610,069 5,750,737 5,214,694
Operating expenses 1,748,574 1,507,938 3,390,622 2,968,401
Interest and other income (52,715) (228,180) (120,669) (537,806)
Interest expense 60,295 60,919 125,194 122,475
------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 4,668,999 3,950,746 9,145,884 7,767,764
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 871,892 1,384,522 1,477,319 3,347,056
PROVISION FOR INCOME TAXES 336,026 511,838 572,801 1,250,497
------------ ------------ ------------ ------------
NET INCOME $ 535,866 $ 872,684 $ 904,518 $ 2,096,559
============ ============ ============ ============
NET INCOME PER COMMON
SHARE (Note 2):
BASIC $ 0.03 $ 0.05 $ 0.05 $ 0.12
============ ============ ============ ============
DILUTED $ 0.03 $ 0.05 $ 0.05 $ 0.11
============ ============ ============ ============
See accompanying notes
4
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months
Ended June 30,
---------------------------------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 904,518 $ 2,096,559
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 236,631 250,988
Provision for losses on accounts receivable 85,716 61,363
Deferred income taxes 83,060 -
Other income (11,096) (33,336)
Changes in assets and liabilities:
(Increase) in accounts receivable (327,573) (62,062)
Decrease (increase) in inventories 354,483 (238,123)
Decrease (increase) in prepaid expenses and other current assets 140,264 (418,398)
(Decrease) in accounts payable and accrued expenses (281,852) (663,008)
(Decrease) increase in income taxes payable (22,544) 484,004
------------ -----------
Net cash provided by operating activities 1,161,607 1,477,987
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (298,476) (186,729)
Proceeds from sale of fixed assets - 22,720
Increase in real estate escrow (4,736) (4,736)
------------ -----------
Net cash (used for) investing activities (303,212) (168,745)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of mortgage note (17,016) (15,781)
Acquisition of treasury stock (273,018) (3,239,807)
Cash dividends paid (687,636) -
Proceeds from exercise of stock options 112,609 9,469
------------ -----------
Net cash (used for) financing activities (865,061) (3,246,119)
------------ -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (6,666) (1,936,877)
Cash and cash equivalents, at beginning of year 15,138,640 21,451,256
------------ ------------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 15,131,974 $ 19,514,379
============ ============
SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Taxes $ 189,480 $ 1,105,480
Interest $ 120,751 $ 121,986
See accompanying notes
5
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES
The condensed, consolidated balance sheet as of June 30, 2002 and the
condensed, consolidated statements of operations for the three and six
month periods ended June 30, 2002 and 2001 and the condensed, consolidated
statements of cash flows for the six month periods ended June 30, 2002 and
2001 have been prepared by the Company without audit. The consolidated
financial statements include the accounts of Wireless Telecom Group, Inc.
and its wholly-owned subsidiaries Boonton Electronics Corporation,
Microlab/FXR, WTG Foreign Sales Corporation and NC Mahwah, Inc.
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, 2001, 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, since certain information and footnote disclosures normally
included in financial statements in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted from this report.
The results of operations for the three and six month periods ended June
30, 2002 and 2001 are not necessarily indicative of the results to be
expected for the full year.
On December 21, 2001, the Company acquired Microlab/FXR, a private entity,
for the net purchase price of $3,800,000. The acquisition of Microlab/FXR
was recorded under the purchase method of accounting for financial
statement purposes. Microlab/FXR's Balance Sheets are included in the
Condensed Consolidated Balance Sheets at June 30, 2002 and December 31,
2001. Microlab/FXR's results of operations for the three and six month
periods ended June 30, 2002 and cash flows for the six months ended June
30, 2002 are included in the Condensed Consolidated Statements of
Operations and Cash Flows, but their results of operations for the three
and six month periods ended June 30, 2001 and cash flows for the six months
ended June 30, 2001 are not included.
The following pro forma results were developed assuming the acquisition had
occurred on January 1, 2001. Intercompany transactions would have been
eliminated had there been any, but there were none.
Unaudited Pro Forma Information for the Three and Six Months
Ended June 30, 2001
Three Months Six Months
------------ -----------
Net Sales $6,968,268 $14,738,500
Net Income $ 927,684 $ 2,274,391
Earnings Per Share:
Basic $.05 $.13
Diluted $.05 $.12
6
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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 as promulgated in SFAS 128 "Earnings Per
Share" ("SFAS 128"). SFAS 128 requires the presentation of "basic" and
"diluted" earnings per share on the face of the income statement.
NOTE 3 - SHAREHOLDERS' EQUITY
During the six months ended June 30, 2002, the Company repurchased 113,400
shares (101,400 shares for the quarter ended June 30, 2002) of its common
stock, pursuant to a stock repurchase program authorized by the Board of
Directors on November 27, 2000 and as amended on October 5, 2001.
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets". In accordance with SFAS No. 142, intangible assets, including
purchased goodwill, must be evaluated for impairment. Those intangible
assets that will continue to be classified as goodwill or as other
intangibles with indefinite lives are no longer amortized. During the
quarter ending June 30, 2002, the Company, through the assistance of an
independent valuation company, performed the first of the required
impairment tests of goodwill as of January 1, 2002. The results of this
valuation showed that there was in fact no impairment of the Company's
goodwill. Pursuant to SFAS No. 142, goodwill cannot be written up, even if
the value has increased. Since there was no impairment of the goodwill,
there is no effect of this test on the earnings and financial position of
the Company for the three and six month periods ended June 30, 2002.
Additional testing will be done at the end of this year and each year going
forward to continue to test for impairment of goodwill.
The following table presents pro forma net income and earnings per share
data restated to include the retroactive impact of the adoption of SFAS No.
142.
Unaudited Pro Forma Information for the Three and Six Months
Ended June 30, 2001
Three Months Six Months
------------ ----------
Reported net income $ 872,684 $2,096,559
Add back: goodwill amortization, net of tax 26,000 52,000
---------- ----------
Pro forma net income $ 898,684 $2,148,559
========== ==========
Reported earnings per share - basic $.05 $.12
SFAS No. 142 effect, net of tax -- --
---------- ----------
Pro forma earnings per share - basic $.05 $.12
========== ==========
7
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Three Months Six Months
------------- -----------
Reported earnings per share - diluted $.05 $.12
SFAS No. 142 effect, net of tax -- --
---- ----
Pro forma earnings per share - diluted $.05 $.12
==== ====
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Wireless Telecom Group, Inc., and its operating subsidiaries Boonton Electronics
Corporation and Microlab/FXR (collectively, the "Company"), develop, manufacture
and market a wide variety of electronic noise sources and electronic testing and
measuring instruments including power meters, voltmeters and modulation meters.
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.
On December 21, 2001, the Company acquired Microlab/FXR. The acquisition of
Microlab/FXR was recorded under the purchase method of accounting for financial
statement purposes. Microlab/FXR designs and manufactures high-power, passive
microwave components for the wireless infrastructure market and for other
commercial, aerospace and military markets. The Company's products are used in
microwave systems, Universal Mobile Telecommunications Systems (UMTS), Personal
Communications Service (PCS) and cellular communications base stations,
television transmitters, avionic systems and medical electronics. Microlab/FXR
is one of the leaders in serving the needs of the in-building distributed
antenna system market, which facilitates seamless wireless coverage throughout
the insides of buildings and building complexes.
On July 7, 2000, Wireless Telecom Group, Inc. and Boonton Electronics Corp.
closed on a merger under an agreement dated March 2, 2000. A newly formed,
wholly-owned subsidiary of the Company, WTT Acquisition Corp., merged with and
into Boonton, a public entity, in a transaction accounted for as a pooling of
interests.
The financial information presented herein includes:
(i) Condensed Consolidated Balance Sheets as of June 30, 2002 and as of
December 31, 2001 (ii) Condensed Consolidated Statements of Operations for the
three and six month periods ended June 30, 2002 and 2001 and (iii) Condensed
Consolidated Statements of Cash Flows for the six month periods ended June 30,
2002 and 2001.
Microlab/FXR's Balance Sheets are included in the Condensed Consolidated Balance
Sheets at June 30, 2002 and December 31, 2001. Microlab/FXR's results of
operations for the three and six months ended June 30, 2002 and cash flows for
the six months ended June 30, 2002 are included in the Condensed Consolidated
Statements of Operations and Cash Flows respectively, but their results of
operations and cash flows for the respective three and six month periods ended
June 30, 2001 are not included.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
CRITICAL ACCOUNTING POLICIES
The Company has provided, through its Notes to Interim Condensed Consolidated
Financial Statements above and the Notes to Consolidated Financial Statements
included in its annual report on Form 10-K previously filed and incorporated
herein by reference, all significant information addressing the accounting
measurements that would have a material impact on the reported financial
statements. The policies used, including accounting for uncollectible accounts
under the allowance method and valuing raw material inventories at the lower of
cost (first-in, first-out method) or market, are policies that the Company has
used for many years and believes to be the appropriate methods for our business
and in our industry. The Company continues to apply these policies fairly and
consistently.
National and global economic market conditions continue to present challenges to
the technology sector, to our customers and to our Company. Despite some
appearances that the markets for our products may be stabilizing, visibility
remains difficult, as does their impact on our future sales and earnings.
RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations
should be read in conjunction with our interim condensed consolidated financial
statements and the notes to those statements included in Part I, Item I of this
Quarterly Report on Form 10-Q and in conjunction with the consolidated financial
statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2001. Microlab/FXR's results of operations are included in
Condensed Consolidated Statements of Operations for the three and six months
ended June 30, 2002, but not for the three and six months ended June 30, 2001.
For the six months ended June 30, 2002 as compared to the corresponding period
of the previous year, net sales decreased to $10,623,000 from $11,115,000, a
decrease of $492,000 or 4.4%. For the quarter ended June 30, 2002 as compared to
the corresponding quarter of the previous year, net sales increased to
$5,541,000 from $5,335,000, an increase of $206,000 or 3.9%. The decrease for
the six months ended June 30, 2002 is reflective of an overall softness in the
wireless telecommunications and power meter markets, despite the inclusion of
Microlab/FXR's sales of $3,800,000. The increase for the quarter ended June 30,
2002 is reflective of additional Microlab/FXR revenue of $2,100,000.
The Company's gross profit on net sales for the six months ended June 30, 2002
was $4,872,000 or 45.9% as compared to $5,900,000 or 53.1% for the six months
ended June 30, 2001. Gross profit on net sales for the quarter ended June 30,
2002 was $2,628,000 or 47.4% as compared to $2,725,000 or 51.1% for the three
months ended June 30, 2001. For the six months and three months ended June 30,
2002, Microlab/FXR contributed $1,356,000 and $825,000, respectively, of gross
profit to the Company. 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 six months ended June 30, 2002 were $3,391,000 or
31.9% of net sales as compared to $2,968,000 or 26.7% of net sales for the six
months ended June 30, 2001. Operating expenses for the quarter ended June 30,
2002 were $1,749,000 or 31.6% of net sales as compared to $1,508,000 or 28.3% of
net sales for the quarter ended June 30, 2001.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
For the three and six months ended June 30, 2002 as compared to the same period
of the prior year, operating expenses increased in dollars by $241,000 and
$423,000, respectively. These increases are virtually all due to the additional
expenses incurred by Microlab/FXR ($387,000 for the three months ended June 30,
2002 and $746,000 for the six months ended June 30, 2002) as a new subsidiary of
Wireless Telecom Group, Inc. in 2002. These increases were partially offset by
the elimination of goodwill amortization in 2002 and decreases in sales
commissions, advertising expenses and professional fees.
Interest and other income decreased by $417,000 for the six months ended June
30, 2002 and by $175,000 for the quarter ended June 30, 2002. These decreases
were primarily due to declining interest rates on short-term investments in
2002.
Net income decreased to $905,000, or $.05 per share (diluted), for the six
months ended June 30, 2002 as compared to $2,097,000, or $.11 per share
(diluted) for the six months ended June 30, 2001.
The Company realized net income for the quarter ended June 30, 2002 of $536,000
or $.03 per share (diluted) as compared to net income of $873,000 or $.05 per
share (diluted) for the three months ended June 30, 2001. The explanation of
these changes can be derived from the analysis given above of operations for the
three and six month periods ending June 30, 2002 and 2001, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's working capital has increased by $37,000 to $23,355,000 at June
30, 2002, from $23,318,000 at December 31, 2001. At June 30, 2002 the Company
had a current ratio of 18.7 to 1, and a ratio of debt to net worth of .16 to 1.
At December 31, 2001 the Company had a current ratio of 15.4 to 1, and a ratio
of debt to net worth of .17 to 1. Microlab/FXR's cash flows are included in the
Condensed Consolidated Statements of Cash Flows for the six months ended June
30, 2002, but not for the six months ended June 30, 2001.
The Company realized cash provided by operations of $1,162,000 for the six month
period ending June 30, 2002. This increase was primarily due to cash provided by
net income of $905,000 and a decrease in inventories of $354,000, offset by an
increase in accounts receivable of $328,000 and a decrease in accounts payable
and accrued expenses of $282,000. For the six month period ending June 30, 2002,
Microlab/FXR's inventory decreased by $175,000 and accounts receivable increased
by $400,000.
The Company has historically been able to turn over its accounts receivable
approximately every two months. This average collection period has been
sufficient to provide the working capital and liquidity necessary to operate the
Company. The Company continues to monitor production requirements and delivery
times while maintaining manageable levels of goods on hand.
Operating activities provided $1,478,000 in cash flows for the comparable period
in 2001. Cash provided by net income of $2,097,000 was offset by a decrease in
accounts payable and accrued expenses of $663,000, an increase in prepaid
expenses and other current assets of $418,000 and an increase in inventories of
$238,000.
Net cash used for investing activities for the six months ended June 30, 2002
was $303,000. The primary use of these funds was capital expenditures of
$298,000. For the six months ended June 30, 2001, net cash used for investing
activities was $169,000. The primary use of these funds was capital expenditures
of $187,000.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
Net cash used for financing activities for the six months ended June 30, 2002
was $865,000. The primary use of these funds was for dividends paid in the
amount of $688,000. Net cash used for financing activities in the same period of
2001 was $3,246,000. The primary use of these funds was for the acquisition of
treasury stock in the amount of $3,240,000.
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.
FORWARD LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking statements. 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," or
"anticipates," or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These forward-looking statements involve predictions. Our actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements.
11
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is not aware of any material legal proceeding against the
Company or in which any of their property is subject.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant held its Annual Meeting of Stockholders on June 28,
2002. The following proposal was adopted by the votes indicated.
(b) (c) (1) Seven directors were elected at the Annual Meeting to serve
until the Annual Meeting of Stockholders in 2003. The names of these
Directors and votes cast in favor of their election and shares withheld
are as follows:
NAME VOTES FOR VOTES WITHHELD
Edward J. Garcia 15,328,767 797,083
John Wilchek 15,328,067 797,783
Demir Richard Eden 15,328,767 797,083
Franklin H. Blecher 15,328,767 797,083
Henry L. Bachman 15,324,767 801,083
Karabet "Gary" Simonyan 15,328,767 797,083
Michael Manza 15,323,807 802,043
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11.1 Computation of per share earnings
99.1 Certification pursuant to 18 U.S.C. section 1350
99.2 Certification pursuant to 18 U.S.C. section 1350
(b) Reports on Form 8-K:
None.
12
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: August 13, 2002 /s/ Edward Garcia
-----------------------------
Edward Garcia
Chairman and Chief Executive Officer
Date: August 13, 2002 /s/ Marc Wolfsohn
--------------------------------
Marc Wolfsohn
Chief Financial Officer
13
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as....................................'SS'