GlobeNewswire Inc | Mar 19, 2021 06:05AM EDT

March 19, 2021

Highlights for the year ended December 31, 2020:

-- Net revenues of $41.7 million -- Gross Profit of $21.0 million, or 50.2% of net revenue -- Net loss of $8.1 million, which includes $6.1 million in onetime charges, of which $5.0 million is non-cash and $1.1 million is additional Holzworth earn-out -- Non-GAAP Adjusted EBITDA of $1.8 million -- Cash flow from Operations of $3.0 million, compared to $0.1 million for the same period last year -- Backlog at December 31, 2020 was $8.3 million, a $4.5 million 117% year-over-year increase -- Software and services were 17% of our year-end backlog compared to 6% last year

Highlights for the quarter ended December 31, 2020:

-- Net revenues of $10.3 million -- Gross Profit of $5.2 million, or 50.4% of net revenue -- Net loss of $5.5 million, which includes $6.1 million in onetime charges, of which $5.0 million is non-cash and $1.1 million is additional Holzworth earn-out -- Non-GAAP Adjusted EBITDA of $0.6 million -- New Customer orders of $13.1 million -- Book-to-Bill ratio of 1.27, representing the highest level in 3 years

Parsippany, New Jersey, March 19, 2021 (GLOBE NEWSWIRE) -- Wireless Telecom Group, Inc. (NYSE American: WTT) (the Company) announced today results for the fourth quarter and twelve months ended December 31, 2020.

Tim Whelan, CEO of Wireless Telecom Group, Inc. stated, 2020 was a year of progress as we worked hard to overcome the challenges associated with the global pandemic and the declines in demand from our former largest customer. Our progress is a testament to the resilience and dedication of our employees, as well as the power of our global brands. During one of the most challenging years for any business, we controlled our costs, increased our gross profit margins, diversified our customer base and built our backlog with four strong quarters of bookings heading into 2021.

Mr. Whelan continued, We also successfully completed and integrated the Holzworth acquisition during 2020. Holzworth continues to exceed our expectations as a result of the integration into our sales channels and customer base, and we realized strong revenue growth with new customers. We also announced our NXP collaboration, which in its first year has already led to new customers and new software contracts. Holzworth and our NXP partnership are expected to meaningfully contribute to our growth in 2021 and beyond.

Across all our product groups, we are focused on aligning our resources to the expected secular growth in 5G investments, increasing demands for test & measurement solutions and the requirements of private network buildouts. Looking into 2021, we expect to make meaningful progress against our strategic plan outlined during last years annual meeting, which includes our goals of returning to double-digit organic growth, maintaining gross margin above 50% and improving operating margins.

The Company expects first quarter 2021 revenues and bookings to be comparable to the fourth quarter of 2020.

Full Year 2020 Operating Results:

-- Net revenues declined 14.7% from the prior year due to lower sales of digital signal processing hardware cards, partially offset by higher margin software and services revenue and the revenue contribution from Holzworth. -- Gross profit margin increased from 45.6% to 50.2% due to higher margin CommAgility software and services revenue and the contribution of higher margin Holzworth product sales. -- Backlog increased $4.5 million, or 117% year-over-year, representing a $1.2 million increase from the addition of Holzworth, as well as strong bookings and an increased backlog for our CommAgility solutions. -- Operating expenses increased $5.3 million from the prior year due to $5.0 million in onetime non-cash charges, $1.1 million of additional Holzworth earn-out charges, and the inclusion of Holzworth operating expenses of $2.6 million, partially offset by other operating expense reductions. -- GAAP net loss of $8.1 million compared to a net loss of $0.4 million in the prior year. The increase in net loss was driven primarily by $5.0 million of non-cash charges and $1.1 million of additional Holzworth earn-out charges and lower gross profit. -- Adjusted EBITDA was $1.8 million compared to $2.5 million in the prior year. Non-GAAP adjusted EBITDA is a metric the Company uses to measure our core operations. A reconciliation of non-GAAP adjusted EBITDA to GAAP net loss is provided later in this press release.

Cash Flow and Balance Sheet

-- Cash flow from operations of $3.0 million. -- Cash of $4.9 million at December 31, 2020, compared to $4.2 million at December 31, 2019. -- No outstanding borrowings under the asset-based revolver and availability of $7.2 million after giving effect to borrowing base calculations as of December 31, 2020.

Conference Call

As previously announced, Wireless Telecom Group Inc. will host a conference call on March 19, 2021 at 8:30 a.m. EDT in which management will discuss fourth quarter and year-end 2020 results and related matters. To participate in the conference call, dial 800-346-7359 or 973-528-0008. The conference identification number is 248191. The call will also be webcast over the internet at the following URL:

https://www.webcaster4.com/Webcast/Page/1690/39641

A replay will be made available on the Wireless Telecom website following the conference call.

Contact:

Mike Kandell 973-386-9696

SM Berger and Company 216-464-6400

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with generally accepted accounting principles (GAAP). Management believes, however, that certain nonGAAP financial measures used in managing the Companys business may provide users of this financial information with additional meaningful comparisons between current results and prior reported results. Certain of the information set forth herein and certain of the information presented by the Company from time to time may constitute nonGAAP financial measures within the meaning of Regulation G adopted by the Securities and Exchange Commission. We have presented herein a reconciliation of these measures to the most directly comparable GAAP financial measure. The nonGAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. The foregoing measures do not serve as a substitute and should not be construed as a substitute for GAAP performance, but provide supplemental information concerning our performance that our investors and we find useful.

The Company defines EBITDA as its net earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is EBITDA excluding our stock compensation expense, restructuring charges, acquisition expenses, integration expenses, unrealized and realized foreign exchange gains and losses, purchase accounting adjustments, non-recurring legal fees associated with the Harris arbitration, goodwill impairment charges, loss on change in fair value of contingent consideration and other non-recurring costs. A reconciliation of net income/(loss) to non-GAAP adjusted EBITDA is included as an attachment to this press release.

The Company defines adjusted EBITDA margin as adjusted EBITDA divided by revenue. The Company does not provide a forward-looking reconciliation of expected adjusted EBITDA margin because the amount and significance of special items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful.

GAAP operating expenses (GAAP opex) includes research and development expenses, sales and marketing expenses, general and administrative expenses, non-cash goodwill impairment charges and loss on change in fair value of contingent consideration. The Company defines non-GAAP operating expenses (Non-GAAP opex) as GAAP opex excluding stock compensation expense, restructuring charges, acquisition expenses, integration expenses, depreciation and amortization expense, non-recurring legal fees associated with the Harris arbitration, non-cash goodwill impairment charges, loss on change in fair value of contingent consideration and other non-recurring costs and expenses.

The Company views adjusted EBITDA, adjusted EBITDA margin and non-GAAP opex as important indicators of performance, consistent with the manner in which management measures and forecasts the Companys performance. We believe adjusted EBITDA is an important performance metric because it facilitates the analysis of our results, exclusive of certain noncash and non-recurring items, including items which do not directly correlate to our business operations.

The Company believes that adjusted EBITDA and non GAAP opex metrics provide qualitative insight into our current performance; we use these measures to evaluate our results, the performance of our management team and our managements entitlement to incentive compensation; and we believe that making this information available to investors enables them to view our performance the way that we view our performance and thereby gain a meaningful understanding of our core operating results, in general, and from period to period.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, intend, project, anticipate, plan, estimate, guidance or similar words. Forward-looking statements include, among others, our expectation to make meaningful progress against our strategic plan as outlined during the annual meeting last year, which includes our goals of double-digit organic growth, maintaining gross margins above 50%, and improved operating margins; to have comparable sequential revenue and bookings from Q4 2020 in the first quarter of 2021; and improving market dynamics and our expectation of continuing investment in 5G, increasing demands for test & measurement solutions and the requirements of private network buildouts. Investors are cautioned that such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results, including, among others, the impact of the coronavirus outbreak on customer orders, supply chain and the Companys operations; the ability of the Company to obtain forgiveness of the PPP loan pursuant to the CARES Act and provisions of the PPP; the demand for private 4G LTE and 5G private networks; the loss of any significant customers of the Company; the ability of management to successfully implement the Companys business plan and strategy; managements ability to integrate the Holzworth business successfully; the impact of competitive products and pricing; as well as other risks and uncertainties set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, as except as required by law.

About Wireless Telecom Group, Inc.

Wireless Telecom Group, Inc., comprised of Boonton, CommAgility, Holzworth, Microlab and Noisecom, is a global designer and manufacturer of advanced RF and microwave components, modules, systems, and instruments. Serving the wireless, telecommunication, satellite, military, aerospace, semiconductor and medical industries, Wireless Telecom Group products enable innovation across a wide range of traditional and emerging wireless technologies. With a unique set of high-performance products including peak power meters, signal generators, phase noise analyzers, signal processing modules, LTE PHY/stack software, power splitters and combiners, GPS repeaters, public safety components, noise sources, and programmable noise generators, Wireless Telecom Group enables the development, testing, and deployment of wireless technologies around the globe. Wireless Telecom Group is headquartered in Parsippany, New Jersey, in the New York City metropolitan area, and maintains a global network of Sales and Service offices for excellent product service and support. Wireless Telecom Groups website address is http://www.wirelesstelecomgroup.com.

ContactWireless Telecom Group Inc.

25 Eastmans Road

Parsippany, NJ 07054

Tel: (973) 386-9696

Fax: (973) 386-9191

Wireless Telecom Group, Inc.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)(In thousands, except per share amounts)

For the Three Months For the Twelve Months Ended Ended December 31 December 31 2020 2019 2020 2019 Net revenues $ 10,343 $ 11,569 $ 41,748 $ 48,921 Cost of 5,125 5,965 20,781 26,632 revenues Gross profit 5,218 5,604 20,967 22,289 Operating expensesResearch and 1,309 1,361 6,389 5,917 developmentSales and 1,844 1,959 6,955 7,677 marketingGeneral and 2,586 2,834 9,907 10,174 administrativeGoodwill 4,742 - 4,742 - impairmentLoss on changein fair value 1,073 - 1,073 - of contingentconsiderationTotal operating 11,554 6,154 29,066 23,768 expenses Operating loss (6,336 ) (550 ) (8,099 ) (1,479 ) Other income/ (66 ) (275 ) 187 (2 )(expense)Interest (258 ) (57 ) (985 ) (305 )expense Loss before (6,660 ) (882 ) (8,897 ) (1,786 )taxes Tax benefit (1,162 ) (1,117 ) (809 ) (1,372 ) Net loss $ (5,498 ) $ 235 $ (8,088 ) $ (414 ) Othercomprehensive income/(loss):Foreigncurrency 595 1,103 190 539 translationadjustmentsComprehensive $ (4,903 ) $ 1,338 $ (7,898 ) $ 125 income/(loss) Loss per share: Basic $ (0.25 ) $ 0.01 $ (0.37 ) $ (0.02 )Diluted $ (0.25 ) $ 0.01 $ (0.37 ) $ (0.02 ) Weightedaverage shares outstanding:Basic 21,734 21,130 21,657 21,111 Diluted 21,734 21,630 21,657 21,111

CONSOLIDATED BALANCE SHEET(In thousands, except number of shares and par value)

December December 31 31 2020 2019 CURRENT ASSETS Cash & cash equivalents $ 4,910 $ 4,245 Accounts receivable - net of reserves of $38 and 5,520 6,152 $69, respectivelyInventories - net of reserves of $1,129 and $969, 8,796 7,325 respectivelyPrepaid expenses and other current assets 2,172 1,871 TOTAL CURRENT ASSETS 21,398 19,593 PROPERTY PLANT AND EQUIPMENT - NET 1,824 2,147 OTHER ASSETS Goodwill 11,512 10,069 Acquired intangible assets, net 5,242 2,219 Deferred income taxes, net 5,701 6,013 Right of use assets 1,680 1,436 Other 561 874 TOTAL OTHER ASSETS 24,696 20,611 TOTAL ASSETS $ 47,918 $ 42,351 CURRENT LIABILITIES Short term debt $ 512 $ 2,696 Accounts payable 1,546 2,227 Short term leases 534 440 Accrued expenses and other current liabilities 7,997 2,657 Deferred revenue 924 42 TOTAL CURRENT LIABILITIES 11,513 8,062 LONG TERM LIABILITIES Long term debt 8,895 - Long term leases 1,200 1,018 Other long term liabilities 82 77 Deferred tax liability 377 503 TOTAL LONG TERM LIABILITIES 10,554 1,598 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS? EQUITY Preferred Stock, $.01 par value, 2,000,000 shares - - authorized, none issuedCommon Stock, $.01 par value, 75,000,000 sharesauthorized 349 345 34,888,904 and 34,488,252 shares issued, 21,669,361and 21,300,252 shares outstandingAdditional paid in capital 50,163 49,062 Retained earnings/(deficit) (946 ) 7,142 Treasury stock at cost, 13,219,543 and 13,188,000 (24,556 ) (24,509 )sharesAccumulated other comprehensive income 841 651 TOTAL SHAREHOLDERS? EQUITY 25,851 32,691 TOTAL LIABILITIES AND SHAREHOLDERS? EQUITY $ 47,918 $ 42,351

CONSOLIDATED STATEMENT OF CASH FLOWS(In thousands)

For the Twelve Months Ended December 31 2020 2019 CASH FLOWS PROVIDED BY OPERATING ACTIVITIES Net loss $ (8,088 ) $ (414 )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization 2,238 2,151 Goodwill impairment 4,742 - Amortization of debt issuance fees 297 63 Share-based compensation expense 474 584 Deferred rent (29 ) (24 )Deferred income taxes 178 (551 )Provision for doubtful accounts (31 ) 25 Inventory reserves 157 103 Changes in assets and liabilities, net of acquisition:Accounts receivable 1,209 2,465 Inventories (186 ) (502 )Prepaid expenses and other assets 923 42 Accounts payable (842 ) (1,055 )Payment of contingent consideration - (772 )Accrued expenses and other liabilities 1,938 (2,035 )Net cash provided by operating activities 2,980 80 CASH FLOWS USED BY INVESTING ACTIVITIES Capital expenditures (364 ) (392 )Acquisition of business, net of cash acquired (8,246 ) (426 )Net cash used by investing activities (8,610 ) (818 ) CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIESRevolver borrowings 39,935 36,544 Revolver repayments (42,289 ) (35,712 )Term loan borrowings 8,400 - Term loan repayments (426 ) (152 )Debt issuance fees (1,327 ) (110 )Paycheck Protection Program loan 2,045 - Payment of contingent consideration - (782 )Proceeds from exercise of stock options 16 - Tax withholding payments for vested equity (46 ) - awardsNet cash provided/(used) by financing 6,308 (212 )activities Effect of exchange rate changes on cash and (13 ) 181 cash equivalentsNET INCREASE/(DECREASE) IN CASH AND CASH 665 (770 )EQUIVALENTS Cash and cash equivalents, at beginning of 4,245 5,015 period CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 4,910 $ 4,245 SUPPLEMENTAL INFORMATION: Cash paid during the period for interest $ 703 $ 185 Cash paid during the period for income taxes $ 65 $ 108

NET REVENUE AND GROSS PROFIT BY PRODUCT GROUP(In thousands)

Three months ended December 31 Revenue % of Revenue Change 2020 2019 2020 2019 Amount Pct. RF components $ 3,112 $ 5,312 30.1 % 45.9 % $ (2,200 ) -41.4 %Test and measurement 6,537 4,348 63.2 % 37.6 % 2,189 50.3 %Radio, baseband, 694 1,909 6.7 % 16.5 % (1,215 ) -63.6 %softwareTotal net revenues $ 10,343 $ 11,569 100.0 % 100.0 % $ (1,226 ) -10.6 %

Three months ended December 31 Gross Profit Gross Profit % Change 2020 2019 2020 2019 Amount Pct. RF components $ 1,119 $ 2,323 36.0 % 43.7 % $ (1,204 ) -51.8 %Test and measurement 3,896 2,478 59.6 % 57.0 % 1,418 57.2 %Radio, baseband, 202 803 29.1 % 42.1 % (601 ) -74.8 %softwareTotal gross profit $ 5,217 $ 5,604 50.4 % 48.4 % $ (387 ) -6.9 %

Twelve months ended December 31 Revenue % of Revenue Change 2020 2019 2020 2019 Amount Pct. RF components $ 17,667 $ 21,830 42.3 % 44.6 % $ (4,163 ) -19.1 %Test and measurement 20,551 13,566 49.2 % 27.7 % 6,985 51.5 %Radio, baseband, 3,530 13,525 8.5 % 27.7 % (9,995 ) -73.9 %softwareTotal net revenues $ 41,748 $ 48,921 100.0 % 100.0 % $ (7,173 ) -14.7 %

Twelve months ended December 31 Gross Profit Gross Profit % Change 2020 2019 2020 2019 Amount Pct. RF components $ 7,695 $ 9,216 43.6 % 42.2 % $ (1,521 ) -16.5 %Test and measurement 11,347 7,320 55.2 % 54.0 % 4,027 55.0 %Radio, baseband, 1,925 5,753 54.5 % 42.5 % (3,828 ) -66.5 %softwareTotal gross profit $ 20,967 $ 22,289 50.2 % 45.6 % $ (1,322 ) -5.9 %

RECONCILIATION OF NET INCOME TO NON-GAAP EBITDA AND NON-GAAP ADJUSTED EBITDA(In thousands, unaudited)

Three Months Ended Twelve Months Ended December 31 December 31 2020 2019 2020 2019 GAAP Net income/(loss), as $ (5,498 ) $ 235 $ (8,088 ) $ (414 )reportedTax benefit (1,162 ) (1,117 ) (809 ) (1,372 )Depreciationand 607 480 2,238 2,151 amortizationexpenseInterestexpense/ 241 57 968 305 (Income)Non-GAAP EBITDA (5,812 ) (345 ) (5,691 ) 670 Stock 114 24 474 584 compensationMerger andacquisition/ - 845 243 845 integrationRestructuring 3 127 122 250 costsInventoryimpairment - (2 ) (32 ) (20 )recoveryUS GAAPpurchase 116 - 664 - accountingChange in fairvalue of 1,073 - 1,073 - contingentconsiderationFX (gain)/loss 75 286 (64 ) 29 Goodwill 4,742 - 4,742 - impairmentDeferred S-3 255 - 255 - costsNon recurringarbitration 37 (39 ) 23 117 legal costsNon-GAAP $ 603 $ 896 $ 1,809 $ 2,475 adjusted EBITDA

RECONCILIATION OF OPEX TO NON-GAAP OPEX(In thousands, unaudited)

Three Months Ended Twelve Months Ended December 31 December 31 2020 2019 2020 2019 GAAP opex $ 11,554 $ 6,154 $ 29,066 $ 23,768 Stock (114 ) (24 ) (474 ) (584 )compensationMerger andacquisition/ - (845 ) (243 ) (845 )integrationRestructuring (3 ) (127 ) (122 ) (250 )costsUS GAAP purchase (116 ) - (216 ) - accountingDepreciation &amortization (447 ) (429 ) (1,803 ) (1,908 )(ex. COGS)Change in fairvalue of (1,073 ) - (1,073 ) - contingentconsiderationGoodwill (4,742 ) - (4,742 ) - impairmentDeferred S-3 (255 ) - (255 ) - costsNon recurringarbitration (37 ) 39 (23 ) (117 )legal costsNon GAAP opex $ 4,767 $ 4,768 $ 20,115 $ 20,064