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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended
March 31, 2003
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______
Commission file number
1-11916
WIRELESS TELECOM GROUP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2582295
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
25 Eastmans Road
Parsippany , New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
(201) 261-8797
(Registrant's telephone number, including area code)
Not Applicable
(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 by check mark whether the registrant is an accelerated filer (as
defined on Exchange Act Rule 12b-2). YES [_] NO [X]
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 16,873,678
Class Outstanding Shares
At May 13, 2003
WIRELESS TELECOM GROUP, INC.
Table of Contents
PART I. FINANCIAL INFORMATION Page(s)
Item 1 -- Consolidated Financial Statements:
Condensed Balance Sheets as of March 31, 2003
(unaudited) and December 31, 2002 3
Condensed Statements of Operations for the Three
Months Ended March 31, 2003 and 2002 (unaudited) 4
Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 (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 8 - 11
Item 3 -- Quantitative and Qualitative Disclosures About Market Risk 11
Item 4 -- Controls and Procedures 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 - 15
Exhibit 11.1 16
Exhibit 99.1 17
Exhibit 99.2 18
2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ASSETS -
MARCH 31, DECEMBER 31,
2003 2002
----------- ------------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $15,507,900 $15,523,180
Accounts receivable -- net of allowance for doubtful accounts of
$216,341 and $175,838 for 2003 and 2002, respectively 2,666,243 3,087,983
Inventories 5,719,105 5,484,622
Current portion of deferred tax asset 106,000 106,000
Prepaid expenses, taxes and other current assets 423,792 508,447
----------- -----------
TOTAL CURRENT ASSETS 24,423,040 24,710,232
----------- -----------
PROPERTY, PLANT AND EQUIPMENT - NET 5,530,573 5,573,316
----------- -----------
OTHER ASSETS:
Goodwill (Note 4) 1,351,392 1,351,392
Deferred tax asset 386,956 386,956
Other assets 185,893 193,700
----------- -----------
TOTAL OTHER ASSETS 1,924,241 1,932,048
----------- -----------
TOTAL ASSETS $31,877,854 $32,215,596
=========== ===========
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable $ 702,577 $ 692,383
Accrued expenses and other current liabilities 455,592 469,645
Current portion of mortgage payable 38,112 37,401
----------- -----------
TOTAL CURRENT LIABILITIES 1,196,281 1,199,429
----------- -----------
LONG TERM LIABILITIES:
Mortgage payable 3,119,409 3,129,209
----------- -----------
TOTAL LONG TERM LIABILITIES 3,119,409 3,129,209
----------- -----------
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 shares issued, in 2003 and 2002 198,754 198,754
Additional paid-in-capital 12,904,589 12,904,589
Retained earnings 22,160,250 22,379,333
Treasury stock at cost, - 3,049,700 and 2,994,500, in 2003 and 2002,
respectively (7,701,429) (7,595,718)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 27,562,164 27,886,958
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $31,877,854 $32,215,596
=========== ===========
See accompanying notes
3
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months
Ended March 31,
-----------------------
2003 2002
---------- ----------
NET SALES $4,152,642 $5,082,312
---------- ----------
COSTS AND EXPENSES:
Cost of sales 2,068,628 2,725,892
Operating expenses 2,001,277 1,826,620
Interest and other income (154,384) (136,083)
Interest expense 59,796 60,456
---------- ----------
TOTAL COSTS AND EXPENSES 3,975,317 4,476,885
---------- ----------
INCOME BEFORE INCOME TAXES 177,325 605,427
PROVISION FOR INCOME TAXES 59,181 236,775
---------- ----------
NET INCOME $ 118,144 $ 368,652
========== ==========
NET INCOME PER COMMON
SHARE (Note 2):
BASIC $ 0.01 $ 0.02
========== ==========
DILUTED $ 0.01 $ 0.02
========== ==========
See accompanying notes
4
WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months
Ended March 31,
-------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 118,144 $ 368,652
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 113,876 115,756
Provision for losses on accounts receivable 40,503 6,428
Other income -- (11,096)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 381,237 (497,459)
(Increase) decrease in inventories (234,483) 121,816
Decrease (increase) in prepaid expenses and other current assets 94,030 (63,548)
(Decrease) in accounts payable and accrued expenses (3,859) (214,123)
Increase in income taxes payable -- 127,400
----------- -----------
Net cash provided by (used for) operating activities 509,448 (46,174)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (70,334) (189,115)
Increase in real estate escrow (2,368) (2,368)
----------- -----------
Net cash (used for) investing activities (72,702) (191,483)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of mortgage note (9,088) (8,427)
Acquisition of treasury stock (105,711) (36,025)
Cash dividends paid (337,227) (343,198)
Proceeds from exercise of stock options -- 104,172
----------- -----------
Net cash (used for) financing activities (452,026) (283,478)
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (15,280) (521,135)
Cash and cash equivalents, at beginning of year 15,523,180 15,138,640
----------- -----------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $15,507,900 $14,617,505
=========== ===========
SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Taxes $ 1,300 $ 32,000
Interest $ 59,796 $ 60,456
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 March 31, 2003 and the
condensed, consolidated statements of operations for the three month
periods ended March 31, 2003 and 2002 and the condensed, consolidated
statements of cash flows for the three month periods ended March 31, 2003
and 2002 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 balances of certain accounts have been reclassified to
improve the ease of reading and understanding of the financial statements,
including the reclassification of Microlab/FXR's engineering and research
and development expenses from cost of sales to operating expenses, similar
to the other two companies. Such reclassifications have absolutely no
effect on the Company's Total Shareholders' Equity, Net Income, Net Income
Per Common Share or Cash and Cash Equivalents.
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, 2002, 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 month periods ended March 31, 2003
and 2002 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 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.
6
WIRELESS TELECOM GROUP, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 3 - SHAREHOLDERS' EQUITY
During the three months ended March 31, 2003, the Company repurchased
55,200 shares 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. The total cost of these shares was $105,711 and the cost
per share ranged between $1.69 and $2.02.
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, but will be
tested for impairment periodically. During 2002, the goodwill relating to
the acquisition of Microlab/FXR was tested for impairment by an independent
valuation consulting firm for the transition period and again for the year
ended December 31, 2002. The conclusions of both valuations were that this
goodwill was not impaired under Statement of Financial Accounting Standards
No. 142 requirements for goodwill impairment testing. Since there was no
impairment of the goodwill, there is no impact on the earnings and
financial position of the Company for the three month periods ended March
31, 2003 and 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.
NOTE 5 - ACCOUNTING FOR STOCK OPTIONS
The Company accounts for its stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and has adopted the disclosure-only alternative of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure."
The following table illustrates the effect on net income and earnings per
share had compensation expense for the employee stock-based plans been
recorded based on the fair value method under SFAS No. 123:
For the Three Months
Ended March 31,
--------------------
2003 2002
-------- --------
Net income:
As reported $118,144 $368,652
Pro forma 65,336 317,494
Basic earnings per share:
As reported $ .01 $ .02
Pro forma .00 .02
Diluted earnings per share:
As reported $ .01 $ .02
Pro forma .00 .02
7
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, electronic
testing and measuring instruments including power meters, voltmeters and
modulation meters and high-power passive microwave components. 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 financial information presented herein includes:
(i) Condensed Consolidated Balance Sheets at March 31, 2003 and December 31,
2002 (ii) Condensed Consolidated Statements of Operations for the three month
periods ended March 31, 2003 and 2002 and (iii) Condensed Consolidated
Statements of Cash Flows for the three month periods ended March 31, 2003 and
2002.
CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of the financial condition and results of
operations are based upon the Company's 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.
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.
INCOME TAXES
As part of the process of preparing the consolidated financial statements,
the Company is required to estimate its income taxes in each of the
jurisdictions in which it operates. The process incorporates an assessment of
the current tax exposure together with temporary differences resulting from
different treatment of transactions for tax and financial statement purposes.
Such differences result in deferred tax assets and liabilities, which are
included within the consolidated balance sheet. The recovery of deferred tax
assets from future taxable income must be assessed and, to the extent that
recovery is not likely, the Company establishes a valuation allowance. Increases
in valuation allowances result in the recording of additional tax expense.
Further, if the ultimate tax liability differs from the periodic tax provision
reflected in the consolidated statements of operations, additional tax expense
may be recorded.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
VALUATION OF LONG-LIVED ASSETS
The Company assesses the potential impairment of long-lived tangible and
intangible assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Changes in the operating strategy can
significantly reduce the estimated useful life of such assets.
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, 2002.
For the three months ended March 31, 2003 as compared to the corresponding
period of the previous year, net sales decreased to $4,153,000 from $5,082,000,
a decrease of $929,000 or 18.3%. The decrease for the quarter ended March 31,
2003 is due to the continuing overall softness in the wireless
telecommunications and infrastructure markets.
Gross profit on net sales for the quarter ended March 31, 2003 was $2,084,000 or
50.2% as compared to $2,356,000 or 46.4% for the three months ended March 31,
2002. Gross profit is lower in 2003 than in 2002 primarily due to lower sales
volume, but the gross margin is higher in 2003 due to lower manufacturing labor
and overhead costs. 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 quarter ended March 31, 2003 were $2,001,000 or 48.2%
of net sales as compared to $1,827,000 or 35.9% of net sales for the quarter
ended March 31, 2002.
For the three months ended March 31, 2003 as compared to the same period of the
prior year, operating expenses increased in dollars by $174,000. These increases
are primarily due to increases in research and development expense of $141,000
and sales and marketing expense of $50,000, offset by a decrease in commission
expense of $39,000.
Interest and other income increased by $18,000 for the three months ended March
31, 2003. The increase is primarily due to increased returns on short-term
investments in 2003.
Net income decreased to $118,000, or $.01 per share (diluted), for the three
months ended March 31, 2003 as compared to $369,000, or $.02 per share (diluted)
for the three months ended March 31, 2002. The explanation of these changes can
be derived from the analysis given above of operations for the three month
periods ending March 31, 2003 and 2002, respectively.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES:
The Company's working capital has decreased by $284,000 to $23,227,000 at March
31, 2003, from $23,511,000 at December 31, 2002. At March 31, 2003 the Company
had a current ratio of 20.4 to 1, and a ratio of debt to net worth of 0.16 to 1.
At December 31, 2002 the Company had a current ratio of 20.6 to 1, and a ratio
of debt to net worth of 0.16 to 1.
The Company realized cash provided by operations of $509,000 for the three month
period ending March 31, 2003. The primary source of these funds was cash
provided by net income of $118,000, a decrease in accounts receivable of
$381,000, and a non-cash adjustment for depreciation and amortization of
$114,000, partially offset by an increase in inventories of $234,000.
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.
Net cash used for operating activities for the comparable period in 2002 was
$46,000. This use of funds was primarily due to an increase in accounts
receivable of $497,000, a decrease in accounts payable and accrued expenses of
$214,000, partially offset by net income of $369,000, an increase in income
taxes payable of $127,000 and a decrease in inventories of $122,000.
Net cash used for investing activities for the three months ended March 31, 2003
was $73,000. The primary use of these funds was capital expenditures of $70,000.
For the three months ended March 31, 2002, net cash used for investing
activities was $191,000. The primary use of these funds was capital expenditures
of $189,000.
Net cash used for financing activities for the three months ended March 31, 2003
was $452,000. The primary use of these funds was for dividends paid in the
amount of $337,000 and acquisition of treasury stock in the amount of $106,000.
Net cash used for financing activities in the same period of 2002 was $283,000.
The primary use of these funds was for dividends paid in the amount of $343,000
and acquisition of treasury stock in the amount of $36,000, partially offset by
proceeds from the exercise of company stock options in the amount of $104,000.
The Company believes that its financial resources from working capital provided
by operations are adequate to meet current requirements.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)
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.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has a credit facility with one of its major banks for the express
purpose of purchasing components from an Asian supplier under a letter of
credit. The Company has paid for the components received thus far during 2003.
Should the Company not make payment directly, the credit facility would be
utilized. The credit facility bears interest based on interest rates tied to the
prime rate, which may fluctuate over time based on economic conditions.
ITEM 4 - CONTROLS AND PROCEDURES
a) On May 9, 2003, our Chief Executive Officer and Chief Financial Officer
participated in a meeting during which there was an evaluation of our disclosure
controls and procedures. They have advised us that based on such evaluation,
they believe such controls and procedures are effective.
b) Our Chief Executive Officer and Chief Financial Officer are involved in
ongoing evaluations of internal controls. In May 2003, in anticipation of the
filing of this Form 10-Q, they reviewed the evaluation of our internal controls
prepared by our independent auditors in connection with their audit of our
fiscal year ended December 31, 2002. Our Chief Executive Officer and Chief
Financial Officer have advised us that, based on such review, they determined
that, since the date of the auditor's evaluation, there have been no significant
changes in our internal controls or in other factors that would significantly
affect our internal controls subsequent to such evaluation.
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
None.
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: May 13, 2003 /s/ Edward Garcia
------------------------------------
Edward Garcia
Chairman and Chief Executive Officer
Date: May 13, 2003 /s/ Marc Wolfsohn
------------------------------------
Marc Wolfsohn
Chief Financial Officer
13
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward Garcia, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wireless Telecom
Group, Inc.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Edward Garcia
-------------------------------------
Edward Garcia
President and Chief Executive Officer
(Principal Executive Officer)
14
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marc Wolfsohn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wireless Telecom
Group, Inc.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Marc Wolfsohn
-------------------------------------
Marc Wolfsohn
Chief Financial Officer
(Principal Financial Officer)
15
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'