10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

o 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	(I.R.S. Employer Identification No.)
of incorporation or organization)
25 Eastmans Road, Parsippany, New Jersey	07054
(Address of principal executive offices)	(Zip Code)

(973) 386-9696

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x

Number of shares of Common Stock outstanding as of July 31, 2018: 20,979,651

1

WIRELESS TELECOM GROUP, INC.

Form 10-Q

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings	30
Item 1A.  Risk Factors	30
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.  Defaults Upon Senior Securities	30
Item 4.  Mine Safety Disclosures	30
Item 5.  Other Information	30
Item 6.  Exhibits	30
SIGNATURES

2

WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and par value)

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

	June 30		December 31
	2018		2017
	(Unaudited)
CURRENT ASSETS
Cash & cash equivalents	$	2,635	$	2,458
Accounts receivable - net of reserves of $66 and $44, respectively		10,979		9,041
Inventories - net of reserves of $1,661 and $1,856, respectively		7,565		6,526
Prepaid expenses and other current assets		1,358		4,733
TOTAL CURRENT ASSETS		22,537		22,758
PROPERTY PLANT AND EQUIPMENT - NET		2,760		2,730
OTHER ASSETS
Goodwill		10,066		10,260
Acquired Intangible Assets, net		3,864		4,511
Deferred income taxes		6,146		5,939
Other		647		723
TOTAL OTHER ASSETS		20,723		21,433
TOTAL ASSETS	$	46,020	$	46,921
CURRENT LIABILITIES
Short term debt	$	2,583	$	1,335
Accounts payable		4,007		4,109
Accrued expenses and other current liabilities		5,133		2,894
Deferred Revenue		376		629
TOTAL CURRENT LIABILITIES		12,099		8,967
LONG TERM LIABILITIES
Long term debt		418		494
Other long term liabilities		98		1,590
Deferred Tax Liability		1,033		767
TOTAL LONG TERM LIABILITIES		1,549		2,851
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued		-		-
Common stock, $.01 par value, 75,000,000 shares authorized, 34,168,252 and 33,868,252 shares issued, 20,979,651 and 22,772,167 shares outstanding		342		339
Additional paid in capital		48,127		47,494
Retained earnings		7,791		7,176
Treasury stock at cost, 13,188,601 and 11,096,085 shares, respectively		(24,509)		(20,910)
Accumulated Other Comprehensive Income		621		1,004
TOTAL SHAREHOLDERS’ EQUITY		32,372		35,103
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	46,020	$	46,921

See accompanying Notes to Condensed Consolidated Financial Statements.

3

WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
(UNAUDITED)
(In thousands, except share and per share amounts)

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
NET REVENUES	$	13,414	$	11,933	$	26,678	$	21,482
COST OF REVENUE		7,244		8,589		14,239		13,805
GROSS PROFIT		6,170		3,344		12,439		7,677
Operating Expenses
Research and Development		1,313		1,130		2,469		2,217
Sales and Marketing		1,933		1,663		3,844		3,215
General and Administrative		2,678		2,821		5,311		6,233
Loss on change in fair value of contingent consideration		213		-		213		-
Total Operating Expenses		6,137		5,614		11,837		11,665
Operating income/(loss)		33		(2,270)		602		(3,988)
Other income/(expense)		33		(2)		(13)		(3)
Interest Expense		(141)		(110)		(234)		(159)
(Loss)/Income before taxes		(75)		(2,382)		355		(4,150)
Tax Provision/(Benefit)		105		(1,012)		161		(1,551)
Net (Loss)/Income	$	(180)	$	(1,370)	$	194	$	(2,599)
Other Comprehensive (Loss)/Income:
Foreign currency translation adjustments		(963)		635		(383)		576
Comprehensive (Loss)	$	(1,143)	$	(735)	$	(189)	$	(2,023)
Net (Loss)/Income per common share:
Basic	$	(0.01)	$	(0.07)	$	0.01	$	(0.13)
Diluted	$	(0.01)	$	(0.07)	$	0.01	$	(0.13)
Weighted average shares outstanding:
Basic		20,864,428		19,765,101		20,755,027		19,577,271
Diluted		20,864,428		19,765,101		21,510,539		19,577,271

In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.

See accompanying Notes to Condensed Consolidated Financial Statements.

4

WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

	For the Six Months
	Ended June 30
	2018		2017
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net Income/(Loss)	$	194	$	(2,599)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization		1,237		1,059
Amortization of debt issuance fees		39		29
Share-based compensation expense		348		284
Deferred rent		7		13
Deferred income taxes		88		(1,492)
Provision for (recovery of) doubtful accounts		22		(4)
Inventory reserves		45		1,278
Changes in assets and liabilities, net of acquisition:
Accounts receivable		(2,090)		658
Inventories		(1,101)		1,005
Prepaid expenses and other assets		(154)		84
Accounts payable		(50)		(771)
Accrued expenses and other liabilities		1,611		945
Net cash provided by operating activities		196		489
CASH FLOWS (USED) BY INVESTING ACTIVITIES
Capital expenditures		(583)		(318)
Proceeds from asset disposal		-		7
Acquisition of business net of cash acquired		(811)		(8,842)
Net cash (used) by investing activities		(1,394)		(9,153)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Revolver borrowings		19,721		15,794
Revolver repayments		(18,473)		(14,272)
Term loan borrowings		-		760
Term loan repayments		(76)		(38)
Debt issuance fees		-		(215)
Proceeds from exercise of stock options		288		38
Net cash provided by financing activities		1,460		2,067
Effect of exchange rate changes on cash and cash equivalents		(85)		61
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		177		(6,536)
Cash and cash equivalents, at beginning of period		2,458		9,351
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	2,635	$	2,815
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	$	78	$	73
Cash paid during the period for income taxes	$	24	$	34

See accompanying Notes to Condensed Consolidated Financial Statements.

5

WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share amounts)

	Common Stock Issued		Common Stock Amount		Additional Paid In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balances at December 31, 2017		33,868,252	$	339	$	47,494	$	7,176	$	(20,910)	$	1,004	$	35,103
Adoption of Accounting Standard		-		-		-		421		-		-		421
Adjusted Opening Equity		33,868,252	$	339	$	47,494	$	7,597	$	(20,910)	$	1,004	$	35,524
Net Income/(Loss)		-		-		-		194		-		-		194
Issuance of shares in connection with stock options exercised		300,000		3		285		-		-		-		288
Forfeiture of shares issued in connection with CommAgility acquistion		-		-		-		-		(3,599)		-		(3,599)
Share-based compensation expense		-		-		348		-		-		-		348
Cumulative translation adjustment		-		-		-		-		-		(383)		(383)
Balances at June 30, 2018		34,168,252	$	342	$	48,127	$	7,791	$	(24,509)	$	621	$	32,372

See accompanying Notes to Condensed Consolidated Financial Statements.

6

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - Summary of Significant Accounting Principles and Policies

Basis of Presentation and Preparation

Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor 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 analyzers, signal processing modules, long-term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe.

The Condensed Consolidated Balance Sheet as of June 30, 2018, the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and six months ended June 30, 2018 and 2017, the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 and the Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2018 have been prepared by the Company without audit. The Condensed Consolidated Financial Statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation.

The Company presents its operations in three reportable segments: (1) Network Solutions, (2) Test and Measurement and (3) Embedded Solutions. The Network Solutions segment is comprised primarily of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded Solutions segment is comprised of the operations of CommAgility.

It is suggested that these Interim Condensed Consolidated Financial Statements be read in conjunction with the Audited Consolidated Financial Statements, and the notes thereto, included in the Company’s latest Shareholders’ Annual Report (Form 10-K).

Condensed Consolidated Financial Statements

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, which are necessary to fairly present 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, 2017. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been reduced for interim periods in accordance with SEC rules.

The results of operations for the three and six months period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Condensed Consolidated Statement of Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Consolidated Statements of Operations and Comprehensive Income/(Loss).

Concentration Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance.

For the three and six months ended June 30, 2018, one customer accounted for approximately 25% and 21% of the Company’s consolidated revenues, respectively. For the three and six months ended June 30, 2017, one customer accounted for approximately 16% and 11% of the Company’s consolidated revenues, respectively. At June 30, 2018, one customer exceeded 10% of consolidated gross accounts receivable at 32%. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value.

Contingent Consideration

Under the terms of the CommAgility Share Purchase Agreement the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the six months ended June 30, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $0.6 million. The Company is required to reassess the fair value of the contingent consideration at each reporting period.

The significant inputs used in this fair value estimate include CommAgility gross revenues and Adjusted EBITDA, as defined, scenarios for the earn-out periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome. The estimated outcome is then discounted based on individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility or changes in the future, may result in different estimated amounts.

8

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

During the three months ended June 30, 2018 the Company recorded a loss on change in fair value of contingent consideration liability of $0.2 million as a result of the improved financial forecast at CommAgility as compared to prior estimates. As of June 30, 2018, the Company’s contingent consideration liability has been estimated at $0.9 million and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation, if ultimately earned by the CommAgility sellers, with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018. The contingent consideration liability is considered a Level 3 fair value measurement.

Subsequent Events

Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the Condensed Consolidated Financial Statements, and the notes thereto, through the date the financial statements were issued.

NOTE 2 – Accounting Pronouncements

Recently Adopted Accounting Standards

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), using the “modified retrospective” method, meaning the standard is applied only to the most current period presented in the financial statements.  Furthermore, we elected to apply the standard only to those contracts which were not completed as of the date of the adoption. Results for reporting periods beginning on the date of adoption are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with accounting standards in effect for those periods (see Note 3).

Upon adoption, a cumulative effect adjustment of $0.4 million was made and the impact resulted in an increase to the January 1, 2018 opening balance of retained earnings. The adjustment was based on customer-specific contracts in effect at December 31, 2017 and reflects revenue that would have been recognized in 2018 in accordance with Accounting Standard Codification (“ASC”) Topic 605, Revenue Recognition, and Subtopic 985, Software, collectively referred to as “Topic 605”. The beginning balance of deferred revenue decreased by $0.3 million representing amounts that were invoiced to customers and not recognized and prepaid and other current assets increased by $0.2 million representing unbilled receivables recognized under Topic 606. Further, accounts receivable increased $0.2 million as the contra accounts receivable balance representing estimated product returns was reclassified to other current liabilities.

The most significant impact of Topic 606 relates to the Company’s accounting for software license agreements which have multiple deliverables. Under Topic 605 the Company could not establish vendor specific objective evidence of fair value (“VSOE”) for its undelivered elements and therefore was not able to separate its delivered software licenses from its future undelivered software license releases. Topic 606 no longer requires separability of promised goods, such as software licenses, on the basis of VSOE. Rather, Topic 606 requires the Company to identify the performance obligations in the contract — that is, those promised goods and services (or bundles of promised goods or services) that are distinct — and allocate the transaction price of the contract to those performance obligations on the basis of estimated standalone selling prices (“SSPs”). For these arrangements, the Company will recognize revenue for each deliverable at a point in time when control is transferred to the customer since each deliverable has standalone value.

The primary impact of adopting the new standard results in an acceleration of revenues recognized for the aforementioned multiple deliverable software license arrangements, which are primarily in the Embedded Solutions segment. These multiple deliverable arrangements represented less than 2% of total consolidated revenues for the year ended December 31, 2017.

The timing of revenue recognition for digital signal processing hardware in the Embedded Solutions segment, radio frequency solutions in the Network Solutions segment and noise generators and components and power meters and analyzers and related services in the Test and Measurement segment remains substantially unchanged.

9

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) for the current reporting period and Condensed Consolidated Balance Sheet as of June 30, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect (dollars in thousands):

	Three Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	13,414	$	13,414	$	-
Operating income		33		33		-
Net income/(loss)		(180)		(180)		-
	Six Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	26,678	$	26,372	$	306
Operating income		602		296		306
Net income/(loss)		194		(112)		306
	As of June 30, 2018
CONDENSED CONSOLIDATED BALANCE SHEET	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
CURRENT ASSETS
Prepaid expenses and other current assets	$	1,358	$	1,358		-
CURRENT LIABILITIES
Deferred revenue		376		1,081		(705)
SHAREHOLDERS’ EQUITY
Retained earnings		32,372		32,066		306

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted this standard on January 1, 2018 and will apply the standard to any future business combinations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments, to address some questions about the presentation and classification of certain cash receipts and payments in the statement of cash flows. The update addresses eight specific issues, including contingent consideration payments made after a business combination, distribution received from equity method investees and the classification of cash receipts and payments that have aspects of more than one class of cash flows. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company adopted this standard on January 1, 2018, and it had no material impact on our financial statements.

10

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Except for the change in accounting policies for revenue recognition as a result of adopting Topic 606, there have been no other changes to our significant accounting policies as described in the 2017 Form 10-K that had a material impact on our condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted.

The Company is currently evaluating its population of leases which includes its current operating leases included in its commitment schedules as well as any embedded leases. The Company does anticipate recognition of additional assets and corresponding liabilities related to leases upon adoption, but has not yet quantified these at this time. The Company is continuing to asses all potential impacts of ASU 2016-02, including ASU 2018-10 Codification Improvements to Topic 842, Leases. During the continued assessment, the Company may identify additional impacts this ASU will have on its financial statements and related disclosures. The Company plans to adopt the standard effective January 1, 2019 but has not selected a transitional method and it is reviewing all practical expedients.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of ASC Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The Company does not expect the adoption of this standard to have a material impact on our financial statements.

NOTE 3 – Revenue

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time. Revenue from performance obligations that transferred at a point in time accounted for approximately 95% of the Company’s total revenue for the three and six months ended June 30, 2018.

Nature of Products and Services

Hardware

The Company generally has one performance obligation in its arrangements involving the sales of radio frequency solutions in the Network Solutions segment, digital signal processing hardware in the Embedded Solutions segment and noise generators and components and power meter and analyzers in the Test and Measurement segment. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled.  Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers:

· when the Company has a present right to payment for the asset

· when the Company has transferred physical possession of the asset to the customer

· when the customer has the significant risks and rewards of ownership of the asset

· when the customer has accepted the asset

11

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Software

Arrangements involving licenses of software in the Embedded Solutions segment may involve multiple performance obligations, most notably subsequent releases of the software. The Company has concluded that each software release in a multiple deliverable arrangement in the Embedded Solutions segment is a distinct performance obligation and, accordingly, transaction price is allocated to each release when the customer obtains control of the software.

Performance obligations that are not distinct at contract inception are combined. Specifically, with the Company’s sales of software, contracts that include customization may result in the combination of the customization services with the license as one distinct performance obligation and recognized over time. The duration of these performance obligations are typically one year or less.

Services

Arrangements involving calibration and repair services in the Company’s Test and Measurement segment are generally considered a single performance obligation and are recognized as the services are rendered.

Shipping and Handling

Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues.

Significant Judgments

For the Company’s more complex software and services arrangements significant judgment is required in determining whether licenses and services are distinct performance obligations that should be accounted for separately, or, are not distinct, and thus accounted for together. Further, in cases where we determine that performance obligations should be accounted for separately, judgement is required to determine the standalone selling price for each distinct performance obligation.

Certain of the Company’s shipments include a limited return right. In accordance with Topic 606 the Company recognizes revenue net of expected returns.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheet. The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets are recorded in prepaid expenses and other current assets and are $0.3 million and $0.2 million as of June 30, 2018 and December 31, 2017 (as adjusted), respectively. The increase in contract assets from December 31, 2017 is due to contract assets recognized in the current period. Deferred revenue is $0.4 million and $0.3 million as of June 30, 2018 and December 31, 2017 (as adjusted), respectively.

Disaggregated Revenue

We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (dollars in thousands).

12

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,636	$	-	$	-	$	5,636	$	11,147	$	-	$	-	$	11,147
Noise Generators and Components		-		1,588		-		1,588		-		3,087		-		3,087
Power Meters and Analyzers		-		1,574		-		1,574		-		3,554		-		3,554
Signal Processing Hardware		-		-		3,555		3,555		-		-		6,461		6,461
Software Licenses		-		-		28		28		-		-		511		511
Services		-		372		661		1,033		-		656		1,262		1,918
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678
Total Net Revenues by Geographic Areas
Americas	$	4,978	$	2,242	$	762	$	7,982	$	9,137	$	4,757	$	2,185	$	16,079
EMEA		491		514		3,480		4,485		1,432		963		5,850		8,245
APAC		167		778		2		947		578		1,577		199		2,354
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678
	Three Months Ended June 30, 2017								Six Months Ended June 30, 2017
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,617	$	-	$	-	$	5,617	$	11,133	$	-	$	-	$	11,133
Noise Generators and Components		-		1,598		-		1,598		-		2,815		-		2,815
Power Meters and Analyzers		-		1,470		-		1,470		-		3,006		-		3,006
Signal Processing Hardware		-		-		1,971		1,971		-		-		2,353		2,353
Software Licenses		-		-		76		76		-		-		161		161
Services		-		248		953		1,201		-		531		1,483		2,014
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482
Total Net Revenues by Geographic Areas
Americas	$	4,762	$	2,485	$	1,047	$	8,294	$	9,473	$	4,174	$	1,612	$	15,259
EMEA		735		414		1,949		3,098		1,307		968		2,346		4,621
APAC		120		417		4		541		353		1,210		39		1,602
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482

13

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets generally consist of income tax receivables, prepaid insurance, prepaid maintenance agreements and the short-term portion of debt issuance costs. As of December 31, 2017, prepaid and other current assets included a $3.6 million contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition. Under the claw back provision of the Share Purchase Agreement (see Note 5) the consideration shares were forfeited in March 2018 and are no longer outstanding. Accordingly, prepaid expenses and other current assets decreased by $3.6 million from December 31, 2017. The forfeited shares are recorded as treasury stock in the condensed consolidated statement of shareholders’ equity as of June 30, 2018.

NOTE 5 – Acquisition of CommAgility

On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc., completed the acquisition of all the issued shares in CommAgility from CommAgility’s founders. The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the founders. The Company paid $11.3 million in cash on acquisition date and issued 3,487,528 shares of newly issued Company common stock (“Consideration Shares”) with an acquisition date fair value of $6.0 million. In addition to the acquisition date cash purchase price the sellers were paid an additional $2.5 million in the form of deferred purchase price payable in installments beginning in March 2017 through January 2019 and were paid an additional purchase price adjustment based on working capital and cash levels of $1.4 million. Lastly, the sellers could have earned an additional £10.0 million in purchase price if certain financial targets were met for the years ending December 31, 2017 and December 31, 2018. (See Note 1).

Pursuant to the Share Purchase Agreement, 2,092,516 of the Consideration Shares were subject to forfeiture and return to the Company if (a) 2017 Adjusted EBITDA, as defined, generated by CommAgility is less than £2.4 million; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility is less than £2.4 million (in each case as determined by an audit of CommAgility conducted by the accountants of the Acquisition Subsidiary in accordance with the terms of the Share Purchase Agreement). During the six months ended June 30, 2018 all consideration shares were forfeited as the 2017 EBITDA threshold was not achieved. The fair value of these shares of $3.6 million is recorded in treasury stock as of June 30, 2018.

The following table summarizes the activity related to contingent consideration and deferred purchase price for the three and six months ended June 30, 2018 (dollars in thousands):

	Contingent Consideration		Deferred Purchase Price
Balance at December 31, 2017	$	630	$	1,230
Accretion of Interest		96		-
Payment		-		(811)
Fair Value Adjustment		213		-
Foreign Currency Translation		(17)		21
Balance as of June 30, 2018	$	922	$	440

As of June 30, 2018, the contingent consideration liability and deferred purchase price are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet.

14

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 6 – Income Taxes

The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax assets and determines the necessity for a valuation allowance.

Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed.

The effective rate of income tax provision of 45.2% for the six months ended June 30, 2018 was higher than the statutory rates in the United States and United Kingdom primarily due to the impact of global intangible low-taxed income or “GILTI” related to our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S.

NOTE 7 - Income/(Loss) per Common Share

Basic earnings per share is calculated by dividing income/(loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing income/(loss) available to common shareholders by the weighted-average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method, unvested restricted shares and the weighted-average number of restricted stock units outstanding for the period. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Weighted-average common shares outstanding	20,864,428	19,765,101	20,755,027	19,577,271
Potentially dilutive shares	736,469	175,212	755,512	239,051
Weighted-average common shares outstanding, assuming dilution	21,600,897	19,940,313	21,510,539	19,816,322

Common stock equivalents are included in the diluted income/(loss) per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

For the three and six month period ended June 30, 2018 the option exercise price of all outstanding options was lower than the average market price thus included in the potentially dilutive shares in the table above. The weighted-average number of options to purchase common stock not included in diluted loss per share, because the effects are anti-dilutive, was 513,722 and 271,519 for the three and six months ended June 30, 2017 respectively.

15

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 8 – Inventories

Inventory carrying value is net of inventory reserves of $1.7 million and $1.9 million at June 30, 2018 and December 31, 2017, respectively.

Inventories consist of:

	June 30, 2018		December 31, 2017
Raw materials	$	3,960	$	3,231
Work-in-process		838		631
Finished goods		2,767		2,664
	$	7,565	$	6,526

NOTE 9 – Goodwill and Intangible Assets

The Company’s goodwill balance of $10.1 million at June 30, 2018 relates to two of the Company’s reporting units, Network Solutions ($1.4 million) and Embedded Solutions ($8.7 million). Management’s qualitative assessment performed in the fourth quarter of 2017 did not indicate any impairment of goodwill as each reporting units fair value was estimated to be in excess of its carrying value. Furthermore, no events have occurred since then that would change this assessment.

Goodwill consists of the following (dollars in thousands):

Beginning Balance at December 31	$	10,260
Foreign Exchange Translation		(194)
Ending Balance at June 30	$	10,066

Intangible assets consist of the following (dollars in thousands):

	June 30, 2018
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(796)	$	136	$	2,106
Patents		615		(177)		30		468
Non-Compete Agreements		1,107		(536)		59		630
Tradename		629		-		31		660
Total	$	5,117	$	(1,509)	$	256	$	3,864

	December 31, 2017
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(494)	$	178	$	2,450
Patents		615		(109)		39		545
Non-Compete Agreements		1,107		(334)		69		842
Tradename		629		-		45		674
Total	$	5,117	$	(937)	$	331	$	4,511

Amortization of acquired intangible assets was $0.3 million and $0.6 million for the three and six months ended June 30, 2018, respectively. Amortization of acquired intangible assets is included as part of general and administrative

16

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

The estimated future amortization expense related to intangible assets is as follows as of June 30, 2018 (dollars in thousands):

Remainder 2018	$	549
2019		1,098
2020		759
2021		710
2022		88
Total	$	3,204

NOTE 10 – Debt

Debt consists of the following (in thousands):

	June 30, 2018
Revolver at LIBOR Plus Margin	$	2,431
Term Loan at LIBOR Plus Margin		570
Total Debt		3,001
Debt Maturing within one year		(2,583)
Non-current portion of long term debt	$	418

In connection with the acquisition of CommAgility, the Company entered into a Credit Agreement with Bank of America, N.A. (the “Lender”) on February 16, 2017 (the “Credit Facility”), which provided for a term loan in the aggregate principal amount of $0.8 million (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the Credit Facility), of up to a maximum availability of $9.0 million (“Revolver Commitment Amount”). The borrowing base is calculated as 85% of eligible accounts receivable and inventory, as defined, subject to certain caps and limits. The borrowing base is calculated on a monthly basis. The proceeds of the term loan and revolver were used to finance the acquisition of CommAgility.

In connection with the issuance of the Credit Facility, the Company paid lender and legal fees of $0.2 million which were primarily related to the Revolver and are capitalized and presented as other current and non-current assets in the Condensed Consolidated Balance Sheets. These costs are recognized as additional interest expense over the term of the related debt instrument using the straight line method.

The Company must repay the Term Loan in installments of $38,000 per quarter due on the first day of each fiscal quarter beginning April 1, 2017 and continuing until the term loan maturity date, on which the remaining balance is due in a final installment. The future principal payments under the term loan are $0.1 million in 2018 and $0.5 million in 2019. The Term Loan and Revolver are both scheduled to mature on November 16, 2019.

The Term and Revolver Loans bear interest at the LIBOR rate plus a margin. The margin on the outstanding balance of the Company’s Term Loans and Revolver Loans were fixed at 3.50% and 3.00% per annum, respectively, through September 30, 2017. Thereafter, the margins were subject to increase or decrease by Lender on the first day of each of the Borrowers’ fiscal quarters based upon the Fixed Charge Coverage Ratio (as defined in the Credit Facility) as of the most recently ended fiscal quarter falling into one of three levels. If the Company’s Fixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBOR rate with a step up to 3.50% and 3.00%, respectively, if the ratio is greater than or equal 1.00 to 1.00 but less than 1.25 to 1.00 and another step up to 3.75% and 3.25%, respectively, if the ratio is less than 1.00 to 1.00. The Company is also required to pay a commitment fee on the unused commitments under the Revolver at a rate equal to 0.50% per annum and early termination fee of (a) 2% of the Revolver Commitment Amount and Term Loan if termination occurs before the first anniversary of the Credit Facility or (b) 1% of the Revolver Commitment Amount and Term Loan if termination occurs after the first anniversary of the Credit Facility but before the second anniversary of the Credit

17

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Facility. The Company’s interest rate plus margin as of June 30, 2018 on the Credit Facility was 4.88% and 5.38% for the Revolver and Term Loan, respectively. The Company’s interest rate plus margin as of December 31, 2017 on the Credit Facility was 4.38% and 4.88% for the Revolver and Term Loan, respectively.

The Credit Facility is secured by liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66 1/3% of the equity interests in the Company’s Foreign Subsidiaries (as defined in the Credit Facility). The Credit Facility contains customary affirmative and negative covenants for a transaction of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. Events of default under the Credit Facility include but are not limited to: failure to pay obligations when due, breach or failure of any covenant, insolvency or bankruptcy, materially misleading representations or warranties, occurrence of a Change in Control (as defined) or occurrence of conditions that have a Material Adverse Effect (as defined).

On August 3, 2017 the Company entered into Amendment No. 1 to the Credit Facility, effective June 30, 2017, which amended the definition of “EBITDA” to exclude the non-cash inventory adjustment of $1.9 million recorded during the three months ended June 30, 2017 and to reduce the pledge of equity interests in the Company’s Foreign Subsidiaries from 66 2/3% to 66 1/3%.

As of June 30, 2018, and the date hereof, the Company is in compliance with the covenants of the Credit Facility.

NOTE 11 - Accounting for Share-based Compensation

The Company’s results for the three and six month period ended June 30, 2018 includes $0.2 million and $0.3 million related to share-based compensation expense, respectively.  Such amounts have been included in the Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) within general and administrative expenses in operating expenses. The Company accounts for forfeitures when they occur.

Incentive Compensation Plan:

In 2012, the Company’s Board of Directors and shareholders approved the 2012 Incentive Compensation Plan (the “Initial 2012 Plan”), which provides for the grant of equity, including restricted stock awards, restricted stock units, non-qualified stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the Company’s future growth and success. When originally approved, the Initial 2012 Plan provided for the grant of awards relating to 2 million shares of common stock, plus those shares subject to awards previously issued under the Company’s 2000 Stock Option Plan that expire, are canceled or are terminated after adoption of the Initial 2012 Plan without having been exercised in full and would have been available for subsequent grants under the 2000 Stock Option Plan. In June 2014, the Company’s shareholders approved the Amended and Restated 2012 Incentive Compensation Plan (the “2012 Plan”) allowing for an additional 1.6 million shares of the Company’s common stock to be available for future grants under the 2012 Plan. The 2012 Plan provides that if awards are forfeited, expire or otherwise terminate without issuance of the shares underlying the awards, or if the award does not result in issuance of all or part of the shares underlying the award, the unissued shares are again available for awards under the 2012 Plan. As a result of certain award forfeitures and cancellations, as of June 30, 2018, there are approximately 2.3 million shares available for issuance under the 2012 Plan.

All service-based (time vesting) options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are approved by the Company’s compensation committee of the Board of Directors. Under the 2012 Plan, options may be granted to purchase shares of the Company’s common stock exercisable only at prices equal to or above the fair market value on the date of the grant.

As of June 30, 2018, $0.4 million of unrecognized compensation costs related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.5 years and $0.3 million of unrecognized compensation costs related to unvested restricted stock awards/units is expected to be recognized over a remaining weighted-average period of 1.0 years.

Restricted Common Stock Awards:

A summary of the status of the Company’s non-vested restricted common stock awards, granted under the Company’s shareholder approved equity compensation plans, as of June 30, 2018, and changes during the six months ended June 30, 2018, are presented below:

18

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Restricted Shares	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	159,207	$1.64
Granted	-	-
Vested and Issued	(151,042)	$1.64
Forfeited	-	-
Non-vested as of June 30	8,165	$1.55

Restricted Stock Units:

On June 5, 2018 the Company granted 25,000 Restricted Stock Units (“RSU”) to each of our five independent board members under the 2012 Plan. Each RSU represents the Company’s obligation to issue one share of the Company’s common stock subject to the RSU award agreement and 2012 Plan. The grant date fair value was $2.25 per share and the RSU’s vest on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to death or disability, provided the board member has rendered continuous service to the Company as a member of the board of directors from grant date to vesting date. Once vested the RSU will be settled by delivery of shares to the board member no later than 30 days following: (1) the third anniversary of the grant date, (2) separation from service following, or coincident with, a vesting date, or (3) a change in control.

A summary of restricted stock unit activity for the six months ended June 30, 2018 follows:

Restricted Stock Units	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	-	-
Granted	125,000	$2.25
Vested	-	-
Forfeited	-	-
Non-vested as of June 30	125,000	$2.25

19

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Performance-Based Stock Option Awards:

A summary of performance-based stock option activity, and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		605,000		$1.21
Granted		-		-
Exercised		(300,000)		$0.96
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		305,000		$1.45
Exercisable at June 30		20,000		$0.78

The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable) as of June 30, 2018 was $0.2 million and the weighted-average remaining contractual life was 7.1 years. The aggregate intrinsic value of performance-based stock options exercisable as of June 30, 2018 was $28,400 and the weighted-average remaining contractual life was 2.5 years. The intrinsic value of options exercised during the six months ended June 30, 2018 was $0.4 million.

Under the terms of the performance-based stock option agreements, the awards will fully vest and become exercisable on the date on which the Company’s Board of Directors shall have determined that specific financial performance milestones have been met, provided the employee remains in the employ of the Company at such time; provided, however, upon a Change in Control (as defined in the stock option agreements and the 2012 Plan), the stock options shall automatically vest as permitted by the 2012 Plan. As of June 30, 2018, the Company has determined that the performance conditions on 285,000 options granted in 2013 and later are probable of being achieved by the year ending 2021. The Company’s performance-based stock options granted prior to 2013 (consisting of 20,000 options) are fully amortized.

Service-Based Stock Option Awards:

A summary of service-based stock option activity and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		1,815,000		$1.53
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		1,815,000		$1.53
Exercisable at June 30		1,110,833		$1.50

The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of June 30, 2018 was $1.2 million and the weighted average remaining contractual life was 8.4 years. The aggregate intrinsic value of service-based stock options exercisable as of June 30, 2018 was $0.8 million and the weighted average remaining contractual life was 8.3 years.

20

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 12 – SEGMENT INFORMATION

The operating businesses of the Company are segregated into three reportable segments: (i) Network Solutions, (ii) Test and Measurement and (iii) Embedded Solutions.

Network Solutions

The Network Solutions segment is comprised primarily of the operations of the Company’s subsidiary, Microlab. Network Solutions designs and manufactures a wide selection of RF passive components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure markets, particularly for small cell deployments, distributed antenna systems (“DAS”), the in-building wireless solutions industry and radio base-station market. Network Solutions also offers active solution sets to assist in network timing for tunnels and in-building wireless signaling. Network Solutions customers include telecommunications service providers, systems integrators, neutral host operators and distributors.

Test and Measurement

The Test and Measurement segment is comprised primarily of the Company’s operations of the Noisecom product line and the operations of its subsidiary, Boonton. Noisecom designs and produces noise generation equipment and instruments, calibrated noise sources, noise modules and diodes. Noise components and instruments are used as a method to provide wide band signals for sophisticated telecommunication and defense applications, and as a stable reference standard for instruments and systems, including radar and satellite communications. Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety of measurements to be made, including maximum power, peak power, average power and minimum power. Customers of the Test and Measurement segment include large defense contractors and the U.S. and foreign governments.

Embedded Solutions

The Embedded Solutions segment is comprised of the operations of CommAgility Limited which was acquired on February 17, 2017. Embedded Solutions supplies signal processing technology for network validation systems supporting LTE and emerging 5G networks. Additionally, this segment licenses, implements and configures LTE PHY layer and stack software for private LTE networks supporting satellite communications, the military and aerospace industries. Customers include wireless communication test equipment companies, defense subcontractors and global technology and services companies.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses).

Financial information by reportable segment for the respective periods is set forth below (in thousands):

21

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2018			2017			2018			2017
Net revenue by segment:
Network Solutions	$	5,636		$	5,617		$	11,147		$	11,133
Test and Measurement		3,534			3,316			7,297			6,352
Embedded Solutions		4,244			3,000			8,234			3,997
Total consolidated net revenue of reportable segments	$	13,414		$	11,933		$	26,678		$	21,482
Segment income/(loss):
Network Solutions	$	758		$	(330	)	$	1,571		$	578
Test and Measurement		416			(541	)		926			(516	)
Embedded Solutions		273			75			883			(154	)
Income/(loss) from reportable segments		1,447			(796	)		3,380			(92	)
Other unallocated amounts:
Corporate expenses		(1,414	)		(1,473	)		(2,778	)		(3,896	)
Other (expenses) income - net		(108	)		(113	)		(247	)		(162	)
Consolidated income/(loss) before Income tax provision/(benefit)	$	(75	)	$	(2,382	)	$	355		$	(4,150	)
Depreciation and amortization by segment:
Network Solutions	$	172		$	104		$	309		$	204
Test and Measurement		123			95			297			189
Embedded Solutions		316			446			631			666
Total depreciation and amortization for reportable segments	$	611		$	645		$	1,237		$	1,059
Capital expenditures by segment:
Network Solutions	$	204		$	59		$	282		$	142
Test and Measurement		27			41			129			107
Embedded Solutions		152			27			172			69
Total consolidated capital expenditures by reportable segment	$	383		$	127		$	583		$	318

22

WIRELESS TELECOM GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

	June 30, 2018		December 31, 2017
Total assets by segment:
Network Solutions	$	11,214	$	10,442
Test and Measurement		6,522		6,163
Embedded Solutions		18,830		21,733
Total assets for reportable segments		36,566		38,338
Corporate assets, principally cash and cash equivalents and deferred income taxes		9,454		8,583
Total consolidated assets	$	46,020	$	46,921

Consolidated net sales by region were as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
Sales by region
Americas	$	7,982	$	8,294	$	16,079	$	15,259
Europe, Middle East, Africa (EMEA)		4,485		3,098		8,245		4,621
Asia Pacific (APAC)		947		541		2,354		1,602
Total sales	$	13,414	$	11,933	$	26,678	$	21,482

Net sales are attributable to a geographic area based on the destination of the product shipment.

The majority of shipments in the Americas are to customers located within the United States. For the three months ended June 30, 2018 and 2017, revenues in the United States for all reportable segments amounted to $7.8 million and $8.0 million, respectively. For the six months ended June 30, 2018 and 2017, revenue in the United States for all reportable segments amounted to $15.8 million and $14.4 million, respectively.

Shipments for the three months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Italy at $3.6 million and $0.2 million, respectively. For the three months ended June 30, 2017 shipments were largely concentrated in UK, Germany and Israel amounting to $2.2 million, $0.3 million and $0.2 million, respectively. Shipments for the six months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Luxembourg at $5.9 million and $0.4 million, respectively. For the six months ended June 30, 2017 shipments to the UK, Germany and Israel amounted to $2.8 million, $0.5 million and $0.4 million, respectively.

The largest concentration of shipments in the APAC region is to China. For the three month period ending June 30, 2018 and 2017, shipments to China amounted to $0.5 million and $0.2 million, respectively. For the six month period ending June 30, 2018 and 2017, shipments to China amounted to $1.5 million and $0.9 million, respectively.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

There have been no material changes in our commitments and contingencies and risks and uncertainties as of June 30, 2018 from that as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

23

ITEM 2. Management’s Discussion and Analysis of Financial Condition and 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 audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017.

INTRODUCTION

Highlights from the Second Quarter:

· Net revenues of $13.4 million for the three months ended June 30, 2018, a year over year increase of 12.4%.

· Operating income of $33,000 for the three months ended June 30, 2018 including a $213,000 loss on change in fair value of contingent consideration liability due to the improved financial forecast at CommAgility from prior estimates, compared to an operating loss of $2.3 million in the year ago period.

· Consolidated gross profit of 46% for the three months ended June 30, 2018 as compared to 28% in the year ago period.

· Net cash provided from operations of $0.2 million for the six months ended June 30, 2018.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2018 Compared with Three Months Ended June 30, 2017

Net Revenues (in thousands)

	Three months ended June 30
	Revenue					% of Revenue					Change
	2018		2017		2018			2017			Amount		Pct.
Network Solutions	$	5,636	$	5,617		42.0	%		47.1	%	$	19		0.3	%
Test and Measurement		3,534		3,316		26.4	%		27.8	%		218		6.6	%
Embedded Solutions		4,244		3,000		31.6	%		25.1	%		1,244		41.5	%
Total net revenues	$	13,414	$	11,933		100.0	%		100.0	%	$	1,481		12.4	%

Net consolidated revenues increased $1.5 million due primarily to Embedded Solutions segment net revenue which increased $1.2 million due to increased shipments of digital signal processing hardware. Test and Measurement segment revenue increased primarily due to an increase in government and international orders in 2018 as compared to 2017. Network Solutions revenue is flat compared to the prior year period.

Gross Profit (in thousands)

	Three months ended June 30
	Gross Profit				Gross Profit %						Change
	2018		2017		2018			2017			Amount		Pct.
Network Solutions	$	2,468	$	1,182		43.8	%		21.0	%	$	1,286		108.9	%
Test and Measurement		1,815		832		51.4	%		25.1	%		983		118.1	%
Embedded Solutions		1,887		1,330		44.5	%		44.3	%		557		41.9	%
Total gross profit	$	6,170	$	3,344		46.0	%		28.0	%	$	2,826		84.5	%

24

Consolidated gross profit for the three months ended June 30, 2018 increased from 28.0% to 46.0% due primarily to the non-cash inventory adjustment that was recorded in the prior year period of $1.9 million, of which $1.2 million was attributable to the Network Solutions segment and $0.7 million was attributable to the Test and Measurement segment. Embedded Solutions segment gross profit was consistent year over year. Embedded Solutions segment hardware revenues, which carry a lower gross profit than software and services, constituted a higher percentage of total Embedded Solutions segment sales in 2018 but at higher volumes which resulted in higher absorption of fixed overhead expenses. Consolidated gross profit was also favorably impacted by higher volumes in the Test and Measurement segment resulting in higher absorption of fixed overhead expenses.

Operating Expenses (in thousands)

	Three months ended June 30
	Operating Expenses				% of Revenue					Change
		2018		2017		2018		2017			Amount	Pct.
Research and Development	$	1,313	$	1,130		9.8	%	9.5	%	$	183	16.2	%
Sales and Marketing		1,933		1,663		14.4	%	13.9	%		270	16.2	%
General and Administrative		2,678		2,821		20.0	%	23.6	%		(143)	-5.1	%
Loss on change in fair value of contingent consideration		213		-		1.6	%	0.0	%		213	-
Total Operating Expenses	$	6,137	$	5,614		45.8	%	47.0	%	$	523	9.3	%

Research and development expenses increased $0.2 million from the prior year period due to increased headcount to assist with product roadmap initiatives specifically at the Embedded Solutions segment.

Sales and marketing expenses increased $0.3 million over the prior year period primarily due to increased sales headcount specifically in the US.

General and administrative expenses decreased $0.1 million due to lower intangible amortization expense related to purchased intangible assets as the final purchase price allocation had not been completed as of the prior year period thus intangible amortization expense was an estimate.

The loss on change in fair value of contingent consideration recorded during the three months ended June 30, 2018 is the result of our revised estimate of the total contingent consideration liability related to the CommAgility acquisition in connection with the improved financial forecast at CommAgility as compared to prior estimates. Based on revised estimates of full year 2018 Adjusted EBITDA (as defined in the CommAgility stock purchase agreement) of CommAgility the Company increased the contingent consideration liability resulting in an operating expense charge of $0.2 million.

Interest Expense

Consolidated interest expense increased $31,000 due to higher accretion expense on the estimated contingent consideration liability related to CommAgility. Interest expense related to our credit facility which is comprised of cash interest and amortization of deferred financing costs was flat year over year at approximately $63,000.

Taxes

For the three months ended June 30, 2018 the Company recorded tax expense of $0.1 million. Our effective tax rate for the current period is higher than the US and UK statutory rates primarily due to the impact of the global intangible low-taxed income, or “GILTI”, of our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S. For the three months ended June 30, 2017 the Company recorded a tax benefit of $1.0 million due to operating losses generated in the prior year.

Net Income

The Company recorded a net loss of $0.2 million in the current period as compared to $1.4 million net loss in the prior period due to higher net revenues and gross profit offset by higher operating expenses as described above.

25

Six Months Ended June 30, 2018 Compared with Six Months Ended June 30, 2017

Net Revenues (in thousands)

	Six months ended June 30
	Revenue				% of Revenue						Change
	2018		2017		2018			2017			Amount		Pct.
Network Solutions	$	11,147	$	11,133		41.8	%		51.8	%	$	14		0.1	%
Test and Measurement		7,297		6,352		27.3	%		29.6	%		945		14.9	%
Embedded Solutions		8,234		3,997		30.9	%		18.6	%		4,237		106.0	%
Total net revenues	$	26,678	$	21,482		100.0	%		100.0	%	$	5,196		24.2	%

Net consolidated revenues increased $5.2 million over the prior year period due primarily to the inclusion of Embedded Solutions segment net revenue for a full six months in 2018 compared to only 133 days in 2017 as well as increased shipments of digital signal processing hardware. Test and Measurement segment revenue increased primarily due to an increase in government and international orders in 2018 as compared to 2017. Network Solutions revenue is flat compared to the prior year period.

Gross Profit (in thousands)

	Six months ended June 30
	Gross Profit				Gross Profit %						Change
	2018		2017		2018			2017			Amount		Pct.
Network Solutions	$	4,911	$	3,643		44.1	%		32.7	%	$	1,268		34.8	%
Test and Measurement		3,660		2,166		50.2	%		34.1	%		1,494		69.0	%
Embedded Solutions		3,868		1,868		47.0	%		46.7	%		2,000		107.1	%
Total gross profit	$	12,439	$	7,677		46.6	%		35.7	%	$	4,762		62.0	%

Consolidated gross profit for the six months ended June 30, 2018 increased from 35.7% to 46.6% due primarily to the non-cash inventory adjustment that was recorded in the prior year period of $1.9 million, of which $1.2 million was attributable to the Network Solutions segment and $0.7 million was attributable to the Test and Measurement segment. Embedded Solutions segment hardware revenues, which carry a lower gross profit than software and services, constituted a higher percentage of total Embedded Solutions segment sales in 2018 but at higher volumes which resulted in higher absorption of fixed overhead expenses. Consolidated gross profit was also favorably impacted by higher volumes in the Test and Measurement segment resulting in higher absorption of fixed overhead expenses.

Operating Expenses (in thousands)

	Six months ended June 30
	Operating Expenses				% of Revenue						Change
	2018		2017		2018			2017			Amount		Pct.
Research and Development	$	2,469	$	2,217		9.3	%		10.3	%	$	252		11.4	%
Sales and Marketing		3,844		3,215		14.4	%		15.0	%		629		19.6	%
General and Administrative		5,311		6,233		19.9	%		29.0	%		(922)		-14.8	%
Loss on change in fair value of contingent consideration		213		-		0.8	%		0.0	%		213		-
Total Operating Expenses	$	11,837	$	11,665		44.4	%		54.3	%	$	172		1.5	%

26

Research and development expenses increased $0.3 million from the prior year period due to increased headcount to assist with product roadmap initiatives as well as the impact of a full six months of research and development expenses at the Embedded Solutions segment as compared with only 133 days in the prior period. This was offset by lower third party research and development spend at the Test and Measurement and Network Solutions segments year over year.

Sales and marketing expenses increased $0.6 million over the prior year period primarily due to increased sales headcount specifically in the US as well as a full six months of sales and marketing expense at the Embedded Solutions segment as compared to only 133 days in the prior period.

General and administrative expenses decreased $0.9 due to the acquisition expenses incurred in the prior year period associated with the CommAgility transaction. This was marginally offset by a full six months of general and administrative expenses incurred in 2018 at the Embedded Solutions segment as compared to 133 days in the prior year period.

The loss on change in fair value of contingent consideration recorded during the six months ended June 30, 2018 is the result of our revised estimate of the total contingent consideration liability related to the CommAgility acquisition in connection with the improved financial forecast at CommAgility as compared to prior estimates. Based on revised estimates of full year 2018 Adjusted EBITDA (as defined in the CommAgility stock purchase agreement) of CommAgility the Company increased the contingent consideration liability resulting in an operating expense charge of $0.2 million.

Interest Expense

Consolidated interest expense increased $75,000 due to a full six months of interest expense in 2018 associated with our credit facility as compared to 133 days in 2017 and increased accretion expense associated with the contingent consideration liability.

Taxes

For the six months ended June 30, 2018 the Company recorded tax expense of $0.2 million. Our effective tax rate for the six month period is higher than the US and UK statutory rates primarily due to the impact of the global intangible low-taxed income or “GILTI” of our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S. For the six months ended June 30, 2017 the Company recorded a tax benefit of $1.6 million due to operating losses generated in the prior year.

Net Income

The Company recorded net income of $0.2 million in the current period as compared to $2.6 million net loss in the prior period due to higher net revenues and gross profit offset by higher operating expenses as described above.

LIQUIDITY AND CAPITAL RESOURCES

We expect our existing cash balance, cash generated by operations and borrowings available under our Credit Facility (as described in Note 10) to be our primary sources of short-term liquidity, and we believe these sources will be sufficient to meet our liquidity needs for at least the next twelve months. Our ability to meet our cash requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

The Company expects to realize tax benefits in future periods due to the available net operating loss carryforwards resulting from the disposition of a former wholly owned subsidiary in 2010. Accordingly, future taxable income is expected to be offset by the utilization of operating loss carryforwards and as a result will increase the Company’s liquidity as cash needed to pay federal income taxes will be substantially reduced.

Cash and cash equivalents increased from $2.5 million at December 31, 2017 to $2.6 million at June 30, 2018 primarily due to the cash provided by operating activities and cash generated by our borrowings under our Credit Facility offset by capital expenditures and payment of deferred purchase price related to the CommAgility acquisition. As of June 30, 2018, substantially all of our cash and cash equivalents are held outside the United States. The asset based Revolver under our Credit Facility is secured by the Company’s U.S. assets. Income taxes have been provided on foreign earnings such that there would be no significant income tax expense to repatriate the portion of this cash that is not required to meet operational needs of our international subsidiary.

27

Operating Activities

Cash provided by operating activities was $0.2 million for the six months ended June 30, 2018 which is lower than the prior year period of $0.5 million. During the six months ended June 30, 2018 changes in our operating assets and liabilities resulted in a net decrease in cash of $1.9 million primarily due to increases in accounts receivable, inventory and prepaid expenses and other current assets. The increase in working capital was offset by positive income from operations. During the six months ended June 30, 2017, cash provided by operations was primarily due to changes in operating assets and liabilities resulting in net cash increase of $1.9 million which was offset by an operating loss incurred in the period.

Investing Activities

Cash used by investing activities was $1.4 million for the six months ended June 30, 2018 and was primarily comprised of capital expenditures and payment of deferred purchase price for the CommAgility acquisition. For the six months ended June 30, 2017 cash used by investing activities was $9.2 million and was primarily related to the cash purchase price of the CommAgility acquisition.

Financing Activities

Cash provided by financing activities was $1.5 million for the six months ended June 30, 2018 as compared to $2.1 million for the six months ended June 30, 2017. The decrease from the prior year is primarily due to the receipt of cash from the Term Loan under the Credit Facility in the prior year period.

As of June 30, 2018, future minimum lease payments related to the Company’s facility lease and equipment leases are shown below (purchase obligations consist of inventory that arises in the normal course of business operations) (in thousands):

	Total		Remaining 2018		2019		2020		2021		2022		Thereafter
Facility Leases	$	2,390	$	284	$	509	$	512	$	474	$	488	$	123
Purchase Obligations		7,727		7,727		-		-		-		-		-
Operating and Equipment Leases		198		27		54		54		54		9		-
	$	10,315	$	8,038	$	563	$	566	$	528	$	497	$	123

The Company may pursue strategic opportunities, including potential acquisitions, mergers, divestitures or other activities, which may require significant use of the Company’s capital resources. The Company may incur costs as a result of such activities and such activities may affect the Company’s liquidity in future periods. In order to fund such activities, the Company may need to incur additional debt or issue additional securities if market conditions are favorable. However, there can be no certainty that such funding will be available in needed quantities on terms favorable to the Company or at all.

The Company believes that its financial resources from working capital and availability under the asset-based Revolver are adequate to meet its current needs. The Company expects the cash flow of CommAgility to fund the deferred purchase price and contingent consideration liabilities related to the CommAgility acquisition. However, should current global economic conditions deteriorate, additional working capital funding may be required which may be difficult to obtain due to restrictive credit markets and covenants of our Credit Facility.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Effects Of Inflation And Changing Prices

The Company does not anticipate that inflation or other expected changes in prices will significantly impact its business.

28

Critical Accounting Policies

There have been no changes in our critical accounting policies or significant accounting estimates as disclosed in our 2017 Form 10-K, except for adoption of Topic 606 which is described in Note 2.

Forward Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts, including, without limitation, some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements about our sources of short-term liquidity and our belief that these sources will be sufficient to meet our liquidity needs for at least the next 12 months; that financial resources from working capital and our availability under the asset-based revolver are adequate to meet our current needs; and that cash flow from CommAgility will fund the deferred purchase price and contingent consideration. These statements involve risks and uncertainties. These statements are based on the Company’s current expectations of future events and are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability of our management to successfully implement our business plan and strategy, product demand and development of competitive technologies in our market sector, the impact of competitive products and pricing, the loss of any significant customers, our abilities to protect our property rights, the effects of adoption of newly announced accounting standards, the effects of economic conditions and trade, legal and other economic risks, our ability to manage risks related to our information technology and cyber security, among others. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These risks and uncertainties are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017 and elsewhere in this Quarterly Report on Form 10-Q. The Company’s forward-looking statements speak only as of the date of this Quarterly Report. The Company undertakes no obligation to publicly update or review any forward-looking statements whether as a result of new information, future developments or otherwise.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are designed to ensure that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that the information relating to Wireless Telecom Group, Inc., including our consolidated subsidiaries, is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as described in our 2017 Annual Report on Form 10-K.

29

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments in the legal proceedings as previously disclosed in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Exhibit Description
3.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K/A filed with the SEC on April 22, 2005, Commission File No. 1-11916)
3.2	Amended and Restated By-laws (incorporated herein by reference to Exhibit 3.1 to Wireless Telecom Group, Inc.’s Current Report on Form 8-K, filed on July 1, 2017, Commission File No. 011-11916)
10.1*	Form of non-employee director Restricted Stock Unit grant agreement
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	The following financial information from Wireless Telecom Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended June 30, 2018, filed on May 9, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss), (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Shareholders’ Equity, and (v) the Notes to the Condensed Consolidated Financial Statements.
101.INS**	XBRL INSTANCE DOCUMENT
101.SCH**	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL**	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF**	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB**	XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE**	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

*	Constitutes a management compensatory agreement.
**	Furnished herewith.

30

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.
Dated:	August 9, 2018
		By:	/s/ Timothy Whelan
			Timothy Whelan
			Chief Executive Officer
Dated:	August 9, 2018
		By:	/s/ Michael Kandell
			Michael Kandell
			Chief Financial Officer

31

EXHIBIT INDEX

Exhibits Number No.	Exhibit Description
10.1*	Form of non-employee director Restricted Stock Unit grant agreement
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	The following financial information from Wireless Telecom Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended June 30, 2018, filed on May 9, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss), (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Shareholders’ Equity, and (v) the Notes to the Condensed Consolidated Financial Statements.
101.INS**	XBRL INSTANCE DOCUMENT
101.SCH**	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL**	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF**	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB**	XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE**	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

*	Constitutes a management compensatory agreement.
**	Furnished herewith.

32

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD - DIRECTOR

PURSUANT TO THE WIRELESS TELECOM GROUP, INC.

AMENDED AND RESTATED 2012 INCENTIVE PLAN

THIS RESTRICTED STOCK UNIT AWARD (including the companion Terms and Conditions) is made as of the Grant Date by WIRELESS TELECOM GROUP, INC. (the “Company”) to ____________________________ (the “Participant”) subject to acceptance by the Participant.

Upon and subject to the provisions of the Plan and the Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Participant, the Restricted Stock Units described in Paragraph C below. Underlined and capitalized terms in Paragraphs A through F below shall have the meanings there ascribed to them therein or in the Plan.

A. Grant Date: ______________, 201__.

B. Plan Under Which Granted: Wireless Telecom Group, Inc. Amended and Restated 2012 Incentive Plan (the “Plan”).

C. Restricted Stock Units: The number of Restricted Stock Units subject to the Award shall be Twenty-Five Thousand (________). Each Restricted Stock Unit represents the Company’s unfunded and unsecured obligation to issue one share of the Company’s common stock, par value $0.01 per share, (collectively, the “Shares”) in accordance with this Award, subject to the terms of this Award and the Plan.

D. Dividend Equivalents: The Restricted Stock Units shall not accrue Dividend Equivalents.

E. Vesting Schedule: The Restricted Stock Units shall vest, if at all, on the day before the first anniversary of the Grant Date or, if earlier, the effective date of a Separation from Service due to death or Disability (the “Vesting Date”), provided the Participant has rendered continuous service to the Company as a member of its Board of Directors from the Grant Date until the Vesting Date. Restricted Stock Units that become vested in accordance with this Paragraph E are referred to herein as “Vested Stock Units.” If the Participant ceases to provide continuous service to the Company as a member of its Board of Directors prior to the Vesting Date, regardless of the reason, all of the Restricted Stock Units shall be forfeited as of the date the Participant ceases to be a member of the Board of Directors.

F. Settlement of Vested Stock Units: Subject to the Terms and Conditions, the Shares attributable to the Vested Stock Units will be settled by delivery of such Shares in kind to the Participant or, if applicable, the Participant’s Beneficiary on a date selected by the Company that is no later than thirty (30) days following the first to occur of the following events: (i) the third anniversary of the Grant Date; (ii) Separation from Service following, or coincident with, a Vesting Date, regardless of the reason; or (iii) a Change in Control following, or coincident with, a Vesting Date (as applicable, the “Distribution Date”).

IN WITNESS WHEREOF, the Company and the Participant have executed this Award as of the Grant Date set forth above.

PARTICIPANT:	WIRELESS TELECOM GROUP, INC.:
	By:
Signature of Participant	Title:

TERMS AND CONDITIONS TO THE

RESTRICTED STOCK UNIT AWARD - DIRECTOR

PURSUANT TO THE WIRELESS TELECOM GROUP, INC.

AMENDED AND RESTATED 2012 INCENTIVE PLAN

1.            Settlement and Delivery of Vested Stock Units.

(a)            On the applicable Distribution Date, the Company shall issue and deliver a share certificate, or make or caused to be made an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, representing the number of Shares attributable to Vested Stock Units to the Participant or, if applicable, the Participant’s Beneficiary in settlement of the Participant’s rights under this Award.

(b)            The Company shall not be required to issue a fractional share (or cash in lieu of a fractional share) upon the settlement of the Award.

(c)            Notwithstanding anything in the Plan, the Award, or any other agreement (written or oral) to the contrary, if Participant is a “specified employee” (within the meaning of Code Section 409A) on the date of Separation from Service, then any settlement occurring with respect to such Separation from Service under this Award will be delayed to the extent necessary to comply with Code Section 409A(a)(2)(B)(i), and the Shares will be settled during the ten-day period commencing on the earlier of: (i) the expiration of the six-month period measured from the date of Participant’s Separation from Service, or (ii) the date of Participant’s death. Upon the expiration of the applicable six-month period under Code Section 409A(a)(2)(B)(i) (or, if earlier, the date of the Participant’s death), all Shares deferred pursuant to this Subsection (c) will be delivered to Participant (or Participant’s estate, in the event of Participant’s death) in a lump sum.

2.            Rights as Shareholder. Until the Shares to be received in settlement of the Vested Stock Units are issued to the Participant or, if applicable, the Participant’s Beneficiary, neither the Participant nor the Beneficiary shall have any rights as a shareholder with respect to the either Restricted Stock Units or Vested Stock Units. Except as otherwise provided in Section 5 hereof and Section 10(c) of the Plan, the Company shall make no adjustment for any dividends or distributions or other rights on or with respect to the Shares issued in settlement of the Vested Stock Units for which the record date is prior to the issuance of that stock certificate or, if applicable, until the appropriate book entry is recorded.

3.            Restrictions on Transfer. Except for the transfer by bequest or inheritance, neither the Participant nor any Beneficiary shall have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted Stock Units (including, without limitation, Vested Stock Units). Any such disposition not made in accordance with this Award shall be deemed null and void. Any permitted transferee under this Section shall be bound by the terms of this Award.

4.            Legends on Shares. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares issued pursuant to this Award.

2

5.            Change in Capitalization.

(a)            The number and kind of shares of Common Stock subject to the Restricted Stock Units (including, without limitation, Vested Stock Units) shall be proportionately adjusted by the Committee for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock to change, such as an extraordinary dividend or other distribution, recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or similar corporate transaction.

(b)            In the event of any merger, consolidation, or other reorganization in which the Company does not survive, or in the event of a Change in Control, the Committee may make such adjustments with respect to the Restricted Stock Units (including, without limitation, Vested Stock Units) and take any of the following actions as it deems necessary or appropriate consistent with the requirements of Section 10(c)(ii) of the Plan: (i) continuation of the Award by the surviving entity; (ii) the assumption or substitution of the Award by the surviving entity or its parent or subsidiary; or (iii) settlement of the value of the Award in cash or cash equivalents or other property followed by the cancellation of the Award.

(c)            No fractional shares shall be created in making any adjustment pursuant to this Section 5. Instead, any adjustment pursuant to this Section 5 that would otherwise result in a fractional Restricted Stock Unit or Share becoming subject to the Award shall be further adjusted to round down the numbers of Restricted Stock Units or Shares to the next lowest Restricted Stock Unit or Share, as applicable.

(d)            All determinations and adjustments made by the Committee pursuant to this Section will be final and binding on the Participant and any Beneficiary. Any action taken by the Committee need not treat all recipients of equity incentives equally.

(e)            The existence of the Plan and the Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to its Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

6.            Section 409A. This Award is intended to comply with, or otherwise be exempt from, Code Section 409A, as applicable. This Award shall be administered, interpreted, and construed in a manner consistent with such Code section. Should any provision of this Award be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Participant’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. No acceleration of payment or settlement may be made except as permitted under Code Section 409A.

7.            Governing Laws. This Award shall be construed, administered, and enforced according to the laws of the State of New Jersey; provided, however, no Shares shall be issued

3

except, in the reasonable judgment of the Board of Directors, in compliance with exemptions under applicable state securities laws of the state in which Participant resides, and/or any other applicable securities laws.

8.            Successors. This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

9.            Notice. Except as otherwise specified herein, all notices and other communications required or permitted under this Award shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand, facsimile transmission, or overnight courier, in which event the notice shall be deemed effective when delivered or transmitted. All notices and other communications under this Award shall be given to the parties hereto at the following addresses: to the Company (attention of the Secretary), at the principal office of the Company or at any other address as the Company, by notice to Participant, may designate in writing from time to time; and to Participant, at Participant’s address as shown on the records of the Company, or at any other address as Participant or, if applicable, the Participant’s Beneficiary, by notice to the Company, may designate in writing from time to time pursuant to provisions of this Section 9.

10.          Severability. In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal, or unenforceable provision or portion thereof had never been contained herein.

11.          Entire Agreement. Subject to the terms and conditions of the Plan, this Award expresses the entire understanding and agreement of the parties with respect to the subject matter. The Committee shall have full and conclusive authority to interpret the Award and to make all other determinations necessary or advisable for the proper administration of the arrangement reflected by this Award. The Committee’s interpretations and determinations in this regard shall be final and binding on the Participant.

12.          Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.

13.          Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

14.          No Right to Continued Service. Neither this Award nor the issuance of the Restricted Stock Units hereunder shall be construed as giving Participant the right to continued service with the Company or any affiliate.

15.          Definitions. Except as provided below, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. The following capitalized terms shall have the following meanings:

4

(a)            “Change in Control” have the same meaning as ascribed to said term under the Plan; provided, however, that (i) the event shall have occurred after the Grant Date; and (ii) the event also constitutes: (1) “a change in the ownership of a corporation, (2) “a change in the effective control of a corporation,” or (3) “a change in the ownership of a substantial portion of a corporation’s assets,” each within the meaning of Code Section 409A.

(b)            “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(c)            “Separation from Service” means a termination of the Participant’s service whereby the Participant has ceased to perform any services, and it is reasonably anticipated that no future services will be performed as a member of the board of directors of the Company and all affiliates that, together with the Company, constitute the “service recipient” within the meaning of Code Section 409A (collectively, the “Service Recipient”); provided that if the Participant also provides services as an employee to the Service Recipient, then whether a Separation from Service has occurred for purposes of the Award shall take into consideration the plan aggregation rules under Treasury Regulations Section 1.409A-1(c)(2)(ii).

5

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Whelan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wireless Telecom Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 9, 2018

By:	/s/ Timothy Whelan
	Timothy Whelan
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Kandell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wireless Telecom Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 9, 2018

By:	/s/ Michael Kandell
	Michael Kandell
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Timothy Whelan, Chief Executive Officer of Wireless Telecom Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2018

By:	/s/ Timothy Whelan
	Timothy Whelan
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Michael Kandell, Chief Financial Officer of Wireless Telecom Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2018

By:	/s/ Michael Kandell
	Michael Kandell
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	WIRELESS TELECOM GROUP INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,979,651
Amendment Flag	false
Entity Central Index Key	0000878828
Entity Filer Category	Smaller Reporting Company
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash & cash equivalents	$ 2,635	$ 2,458
Accounts receivable - net of reserves of $66 and $44, respectively	10,979	9,041
Inventories - net of reserves of $1,661 and $1,856, respectively	7,565	6,526
Prepaid expenses and other current assets	1,358	4,733
TOTAL CURRENT ASSETS	22,537	22,758
PROPERTY PLANT AND EQUIPMENT - NET	2,760	2,730
OTHER ASSETS
Goodwill	10,066	10,260
Acquired Intangible Assets, net	3,864	4,511
Deferred income taxes	6,146	5,939
Other	647	723
TOTAL OTHER ASSETS	20,723	21,433
TOTAL ASSETS	46,020	46,921
CURRENT LIABILITIES
Short term debt	2,583	1,335
Accounts payable	4,007	4,109
Accrued expenses and other current liabilities	5,133	2,894
Deferred Revenue	376	629
TOTAL CURRENT LIABILITIES	12,099	8,967
LONG TERM LIABILITIES
Long term debt	418	494
Other long term liabilities	98	1,590
Deferred Tax Liability	1,033	767
TOTAL LONG TERM LIABILITIES	1,549	2,851
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued
Common stock, $.01 par value, 75,000,000 shares authorized, 34,168,252 and 33,868,252 shares issued, 20,979,651 and 22,772,167 shares outstanding	342	339
Additional paid in capital	48,127	47,494
Retained earnings	7,791	7,176
Treasury stock at cost, 13,188,601 and 11,096,085 shares, respectively	(24,509)	(20,910)
Accumulated Other Comprehensive Income	621	1,004
TOTAL SHAREHOLDERS’ EQUITY	32,372	35,103
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 46,020	$ 46,921

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Accounts receivable, net of reserves (in Dollars)	$ 66	$ 44
Inventories, net of reserves (in Dollars)	$ 1,661	$ 1,856
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	34,168,252	33,868,252
Common stock, shares outstanding	20,979,651	22,772,167
Treasury stock, shares	13,188,601	11,096,085

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
NET REVENUES	$ 13,414	$ 11,933	$ 26,678	$ 21,482
COST OF REVENUE	7,244	8,589	14,239	13,805
GROSS PROFIT	6,170	3,344	12,439	7,677
Operating Expenses
Research and Development	1,313	1,130	2,469	2,217
Sales and Marketing	1,933	1,663	3,844	3,215
General and Administrative	2,678	2,821	5,311	6,233
Loss on change in fair value of contingent consideration	213		213
Total Operating Expenses	6,137	5,614	11,837	11,665
Operating income/(loss)	33	(2,270)	602	(3,988)
Other income/(expense)	33	(2)	(13)	(3)
Interest Expense	(141)	(110)	(234)	(159)
(Loss)/Income before taxes	(75)	(2,382)	355	(4,150)
Tax Provision/(Benefit)	105	(1,012)	161	(1,551)
Net (Loss)/Income	(180)	(1,370)	194	(2,599)
Other Comprehensive (Loss)/Income:
Foreign currency translation adjustments	(963)	635	(384)	576
Comprehensive (Loss)	$ (1,143)	$ (735)	$ (190)	$ (2,023)
Net (Loss)/Income per common share:
Basic (in Dollars per share)	$ (0.01)	$ (0.07)	$ 0.01	$ (0.13)
Diluted (in Dollars per share)	$ (0.01)	$ (0.07)	$ 0.01	$ (0.13)
Weighted average shares outstanding:
Basic (in Shares)	20,864,428	19,765,101	20,755,027	19,577,271
Diluted (in Shares)	20,864,428	19,765,101	21,510,539	19,577,271

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net Income/(Loss)	$ 194	$ (2,599)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization	1,237	1,059
Amortization of debt issuance fees	39	29
Share-based compensation expense	348	284
Deferred rent	7	13
Deferred income taxes	88	(1,492)
Provision for (recovery of) doubtful accounts	22	(4)
Inventory reserves	45	1,278
Changes in assets and liabilities, net of acquisition:
Accounts receivable	(2,090)	658
Inventories	(1,101)	1,005
Prepaid expenses and other assets	(154)	84
Accounts payable	(50)	(771)
Accrued expenses and other liabilities	1,611	945
Net cash provided by operating activities	196	489
CASH FLOWS (USED) BY INVESTING ACTIVITIES
Capital expenditures	(583)	(318)
Proceeds from asset disposal		7
Acquisition of business net of cash acquired	(811)	(8,842)
Net cash (used) by investing activities	(1,394)	(9,153)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Revolver borrowings	19,721	15,794
Revolver repayments	(18,473)	(14,272)
Term loan borrowings		760
Term loan repayments	(76)	(38)
Debt issuance fees		(215)
Proceeds from exercise of stock options	288	38
Net cash provided by financing activities	1,460	2,067
Effect of exchange rate changes on cash and cash equivalents	(85)	61
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	177	(6,536)
Cash and cash equivalents, at beginning of period	2,458	9,351
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	2,635	2,815
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	78	73
Cash paid during the period for income taxes	$ 24	$ 34

XML

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	AOCI Attributable to Parent [Member]	Total
Balances at Dec. 31, 2017	$ 339	$ 47,494	$ 7,176	$ (20,910)	$ 1,004	$ 35,103
Balances, shares (in Shares) at Dec. 31, 2017	33,868,252					33,868,252
Adoption of Accounting Standard at Dec. 31, 2017			421			$ 421
Adjusted Opening Equity at Dec. 31, 2017	$ 339	47,494	7,597	(20,910)	1,004	35,524
Adjusted Opening Equity, shares (in Shares) at Dec. 31, 2017	33,868,252
Net Income/(Loss)			194			194
Issuance of shares in connection with stock options exercised	$ 3	285				288
Issuance of shares in connection with stock options exercised (in Shares)	300,000
Forfeiture of shares issued in connection with CommAgility acquisition				(3,599)		(3,599)
Share-based compensation expense		348				348
Cumulative translation adjustment					(383)	(383)
Balances at Jun. 30, 2018	$ 342	$ 48,127	$ 7,791	$ (24,509)	$ 621	$ 32,372
Balances, shares (in Shares) at Jun. 30, 2018	34,168,252					34,168,252

XML

Summary of Significant Accounting Principles and Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 1 - Summary of Significant Accounting Principles and Policies

Basis of Presentation and Preparation

Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor 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 analyzers, signal processing modules, long-term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe.

The Condensed Consolidated Balance Sheet as of June 30, 2018, the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and six months ended June 30, 2018 and 2017, the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 and the Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2018 have been prepared by the Company without audit. The Condensed Consolidated Financial Statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation.

The Company presents its operations in three reportable segments: (1) Network Solutions, (2) Test and Measurement and (3) Embedded Solutions. The Network Solutions segment is comprised primarily of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded Solutions segment is comprised of the operations of CommAgility.

It is suggested that these Interim Condensed Consolidated Financial Statements be read in conjunction with the Audited Consolidated Financial Statements, and the notes thereto, included in the Company’s latest Shareholders’ Annual Report (Form 10-K).

Condensed Consolidated Financial Statements

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, which are necessary to fairly present 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, 2017. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been reduced for interim periods in accordance with SEC rules.

The results of operations for the three and six months period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Condensed Consolidated Statement of Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Consolidated Statements of Operations and Comprehensive Income/(Loss).

Concentration Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance.

For the three and six months ended June 30, 2018, one customer accounted for approximately 25% and 21% of the Company’s consolidated revenues, respectively. For the three and six months ended June 30, 2017, one customer accounted for approximately 16% and 11% of the Company’s consolidated revenues, respectively. At June 30, 2018, one customer exceeded 10% of consolidated gross accounts receivable at 32%. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value.

Contingent Consideration

Under the terms of the CommAgility Share Purchase Agreement the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the six months ended June 30, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $0.6 million. The Company is required to reassess the fair value of the contingent consideration at each reporting period.

The significant inputs used in this fair value estimate include CommAgility gross revenues and Adjusted EBITDA, as defined, scenarios for the earn-out periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome. The estimated outcome is then discounted based on individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility or changes in the future, may result in different estimated amounts.

During the three months ended June 30, 2018 the Company recorded a loss on change in fair value of contingent consideration liability of $0.2 million as a result of the improved financial forecast at CommAgility as compared to prior estimates. As of June 30, 2018, the Company’s contingent consideration liability has been estimated at $0.9 million and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation, if ultimately earned by the CommAgility sellers, with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018. The contingent consideration liability is considered a Level 3 fair value measurement.

Subsequent Events

Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the Condensed Consolidated Financial Statements, and the notes thereto, through the date the financial statements were issued.

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Accounting Pronouncements

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Accounting Changes and Error Corrections [Text Block]

NOTE 2 – Accounting Pronouncements

Recently Adopted Accounting Standards

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), using the “modified retrospective” method, meaning the standard is applied only to the most current period presented in the financial statements.  Furthermore, we elected to apply the standard only to those contracts which were not completed as of the date of the adoption. Results for reporting periods beginning on the date of adoption are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with accounting standards in effect for those periods (see Note 3).

Upon adoption, a cumulative effect adjustment of $0.4 million was made and the impact resulted in an increase to the January 1, 2018 opening balance of retained earnings. The adjustment was based on customer-specific contracts in effect at December 31, 2017 and reflects revenue that would have been recognized in 2018 in accordance with Accounting Standard Codification (“ASC”) Topic 605, Revenue Recognition, and Subtopic 985, Software, collectively referred to as “Topic 605”. The beginning balance of deferred revenue decreased by $0.3 million representing amounts that were invoiced to customers and not recognized and prepaid and other current assets increased by $0.2 million representing unbilled receivables recognized under Topic 606. Further, accounts receivable increased $0.2 million as the contra accounts receivable balance representing estimated product returns was reclassified to other current liabilities.

The most significant impact of Topic 606 relates to the Company’s accounting for software license agreements which have multiple deliverables. Under Topic 605 the Company could not establish vendor specific objective evidence of fair value (“VSOE”) for its undelivered elements and therefore was not able to separate its delivered software licenses from its future undelivered software license releases. Topic 606 no longer requires separability of promised goods, such as software licenses, on the basis of VSOE. Rather, Topic 606 requires the Company to identify the performance obligations in the contract — that is, those promised goods and services (or bundles of promised goods or services) that are distinct — and allocate the transaction price of the contract to those performance obligations on the basis of estimated standalone selling prices (“SSPs”). For these arrangements, the Company will recognize revenue for each deliverable at a point in time when control is transferred to the customer since each deliverable has standalone value.

The primary impact of adopting the new standard results in an acceleration of revenues recognized for the aforementioned multiple deliverable software license arrangements, which are primarily in the Embedded Solutions segment. These multiple deliverable arrangements represented less than 2% of total consolidated revenues for the year ended December 31, 2017.

The timing of revenue recognition for digital signal processing hardware in the Embedded Solutions segment, radio frequency solutions in the Network Solutions segment and noise generators and components and power meters and analyzers and related services in the Test and Measurement segment remains substantially unchanged.

The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) for the current reporting period and Condensed Consolidated Balance Sheet as of June 30, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect (dollars in thousands):

	Three Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	13,414	$	13,414	$	-
Operating income		33		33		-
Net income/(loss)		(180)		(180)		-

	Six Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	26,678	$	26,372	$	306
Operating income		602		296		306
Net income/(loss)		194		(112)		306

	As of June 30, 2018
CONDENSED CONSOLIDATED BALANCE SHEET	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
CURRENT ASSETS
Prepaid expenses and other current assets	$	1,358	$	1,358		-
CURRENT LIABILITIES
Deferred revenue		376		1,081		(705)
SHAREHOLDERS’ EQUITY
Retained earnings		32,372		32,066		306

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted this standard on January 1, 2018 and will apply the standard to any future business combinations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments, to address some questions about the presentation and classification of certain cash receipts and payments in the statement of cash flows. The update addresses eight specific issues, including contingent consideration payments made after a business combination, distribution received from equity method investees and the classification of cash receipts and payments that have aspects of more than one class of cash flows. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company adopted this standard on January 1, 2018, and it had no material impact on our financial statements.

Except for the change in accounting policies for revenue recognition as a result of adopting Topic 606, there have been no other changes to our significant accounting policies as described in the 2017 Form 10-K that had a material impact on our condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted.

The Company is currently evaluating its population of leases which includes its current operating leases included in its commitment schedules as well as any embedded leases. The Company does anticipate recognition of additional assets and corresponding liabilities related to leases upon adoption, but has not yet quantified these at this time. The Company is continuing to asses all potential impacts of ASU 2016-02, including ASU 2018-10 Codification Improvements to Topic 842, Leases. During the continued assessment, the Company may identify additional impacts this ASU will have on its financial statements and related disclosures. The Company plans to adopt the standard effective January 1, 2019 but has not selected a transitional method and it is reviewing all practical expedients.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of ASC Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The Company does not expect the adoption of this standard to have a material impact on our financial statements.

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Revenue

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

NOTE 3 – Revenue

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time. Revenue from performance obligations that transferred at a point in time accounted for approximately 95% of the Company’s total revenue for the three and six months ended June 30, 2018.

Nature of Products and Services

Hardware

The Company generally has one performance obligation in its arrangements involving the sales of radio frequency solutions in the Network Solutions segment, digital signal processing hardware in the Embedded Solutions segment and noise generators and components and power meter and analyzers in the Test and Measurement segment. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled.  Generally, control is transferred when legal title of the asset moves from the Company to the customer. We sell our products to a customer based on a purchase order, and the shipping terms per each individual order are primarily used to satisfy the single performance obligation. However, in order to determine control has transferred to the customer, the Company also considers:

· when the Company has a present right to payment for the asset

· when the Company has transferred physical possession of the asset to the customer

· when the customer has the significant risks and rewards of ownership of the asset

· when the customer has accepted the asset

Software

Arrangements involving licenses of software in the Embedded Solutions segment may involve multiple performance obligations, most notably subsequent releases of the software. The Company has concluded that each software release in a multiple deliverable arrangement in the Embedded Solutions segment is a distinct performance obligation and, accordingly, transaction price is allocated to each release when the customer obtains control of the software.

Performance obligations that are not distinct at contract inception are combined. Specifically, with the Company’s sales of software, contracts that include customization may result in the combination of the customization services with the license as one distinct performance obligation and recognized over time. The duration of these performance obligations are typically one year or less.

Services

Arrangements involving calibration and repair services in the Company’s Test and Measurement segment are generally considered a single performance obligation and are recognized as the services are rendered.

Shipping and Handling

Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues.

Significant Judgments

For the Company’s more complex software and services arrangements significant judgment is required in determining whether licenses and services are distinct performance obligations that should be accounted for separately, or, are not distinct, and thus accounted for together. Further, in cases where we determine that performance obligations should be accounted for separately, judgement is required to determine the standalone selling price for each distinct performance obligation.

Certain of the Company’s shipments include a limited return right. In accordance with Topic 606 the Company recognizes revenue net of expected returns.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheet. The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets are recorded in prepaid expenses and other current assets and are $0.3 million and $0.2 million as of June 30, 2018 and December 31, 2017 (as adjusted), respectively. The increase in contract assets from December 31, 2017 is due to contract assets recognized in the current period. Deferred revenue is $0.4 million and $0.3 million as of June 30, 2018 and December 31, 2017 (as adjusted), respectively.

Disaggregated Revenue

We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (dollars in thousands).

	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,636	$	-	$	-	$	5,636	$	11,147	$	-	$	-	$	11,147
Noise Generators and Components		-		1,588		-		1,588		-		3,087		-		3,087
Power Meters and Analyzers		-		1,574		-		1,574		-		3,554		-		3,554
Signal Processing Hardware		-		-		3,555		3,555		-		-		6,461		6,461
Software Licenses		-		-		28		28		-		-		511		511
Services		-		372		661		1,033		-		656		1,262		1,918
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678
Total Net Revenues by Geographic Areas
Americas	$	4,978	$	2,242	$	762	$	7,982	$	9,137	$	4,757	$	2,185	$	16,079
EMEA		491		514		3,480		4,485		1,432		963		5,850		8,245
APAC		167		778		2		947		578		1,577		199		2,354
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678

	Three Months Ended June 30, 2017								Six Months Ended June 30, 2017
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,617	$	-	$	-	$	5,617	$	11,133	$	-	$	-	$	11,133
Noise Generators and Components		-		1,598		-		1,598		-		2,815		-		2,815
Power Meters and Analyzers		-		1,470		-		1,470		-		3,006		-		3,006
Signal Processing Hardware		-		-		1,971		1,971		-		-		2,353		2,353
Software Licenses		-		-		76		76		-		-		161		161
Services		-		248		953		1,201		-		531		1,483		2,014
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482
Total Net Revenues by Geographic Areas
Americas	$	4,762	$	2,485	$	1,047	$	8,294	$	9,473	$	4,174	$	1,612	$	15,259
EMEA		735		414		1,949		3,098		1,307		968		2,346		4,621
APAC		120		417		4		541		353		1,210		39		1,602
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482

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Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2018

Prepaid Expenses and Other Current Assets [Abstract]

Prepaid Expenses and Other Current Assets [Text Block]

NOTE 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets generally consist of income tax receivables, prepaid insurance, prepaid maintenance agreements and the short-term portion of debt issuance costs. As of December 31, 2017, prepaid and other current assets included a $3.6 million contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition. Under the claw back provision of the Share Purchase Agreement (see Note 5) the consideration shares were forfeited in March 2018 and are no longer outstanding. Accordingly, prepaid expenses and other current assets decreased by $3.6 million from December 31, 2017. The forfeited shares are recorded as treasury stock in the condensed consolidated statement of shareholders’ equity as of June 30, 2018.

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Acquisition of CommAgility

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE 5 – Acquisition of CommAgility

On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc., completed the acquisition of all the issued shares in CommAgility from CommAgility’s founders. The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the founders. The Company paid $11.3 million in cash on acquisition date and issued 3,487,528 shares of newly issued Company common stock (“Consideration Shares”) with an acquisition date fair value of $6.0 million. In addition to the acquisition date cash purchase price the sellers were paid an additional $2.5 million in the form of deferred purchase price payable in installments beginning in March 2017 through January 2019 and were paid an additional purchase price adjustment based on working capital and cash levels of $1.4 million. Lastly, the sellers could have earned an additional £10.0 million in purchase price if certain financial targets were met for the years ending December 31, 2017 and December 31, 2018. (See Note 1).

Pursuant to the Share Purchase Agreement, 2,092,516 of the Consideration Shares were subject to forfeiture and return to the Company if (a) 2017 Adjusted EBITDA, as defined, generated by CommAgility is less than £2.4 million; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility is less than £2.4 million (in each case as determined by an audit of CommAgility conducted by the accountants of the Acquisition Subsidiary in accordance with the terms of the Share Purchase Agreement). During the six months ended June 30, 2018 all consideration shares were forfeited as the 2017 EBITDA threshold was not achieved. The fair value of these shares of $3.6 million is recorded in treasury stock as of June 30, 2018.

The following table summarizes the activity related to contingent consideration and deferred purchase price for the three and six months ended June 30, 2018 (dollars in thousands):

	Contingent Consideration		Deferred Purchase Price
Balance at December 31, 2017	$	630	$	1,230
Accretion of Interest		96		-
Payment		-		(811)
Fair Value Adjustment		213		-
Foreign Currency Translation		(17)		21
Balance as of June 30, 2018	$	922	$	440

As of June 30, 2018, the contingent consideration liability and deferred purchase price are included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet.

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Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 6 – Income Taxes

The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax assets and determines the necessity for a valuation allowance.

Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed.

The effective rate of income tax provision of 45.2% for the six months ended June 30, 2018 was higher than the statutory rates in the United States and United Kingdom primarily due to the impact of global intangible low-taxed income or “GILTI” related to our controlled foreign corporation offset by research and development deductions in the UK and non-qualified stock option deductions in the U.S.

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Income/(Loss) per Common Share

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 7 - Income/(Loss) per Common Share

Basic earnings per share is calculated by dividing income/(loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing income/(loss) available to common shareholders by the weighted-average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method, unvested restricted shares and the weighted-average number of restricted stock units outstanding for the period. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Weighted-average common shares outstanding	20,864,428	19,765,101	20,755,027	19,577,271
Potentially dilutive shares	736,469	175,212	755,512	239,051
Weighted-average common shares outstanding, assuming dilution	21,600,897	19,940,313	21,510,539	19,816,322

Common stock equivalents are included in the diluted income/(loss) per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

For the three and six month period ended June 30, 2018 the option exercise price of all outstanding options was lower than the average market price thus included in the potentially dilutive shares in the table above. The weighted-average number of options to purchase common stock not included in diluted loss per share, because the effects are anti-dilutive, was 513,722 and 271,519 for the three and six months ended June 30, 2017 respectively.

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Inventories

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 8 – Inventories

Inventory carrying value is net of inventory reserves of $1.7 million and $1.9 million at June 30, 2018 and December 31, 2017, respectively.

Inventories consist of:

	June 30, 2018		December 31, 2017
Raw materials	$	3,960	$	3,231
Work-in-process		838		631
Finished goods		2,767		2,664
	$	7,565	$	6,526

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 9 – Goodwill and Intangible Assets

The Company’s goodwill balance of $10.1 million at June 30, 2018 relates to two of the Company’s reporting units, Network Solutions ($1.4 million) and Embedded Solutions ($8.7 million). Management’s qualitative assessment performed in the fourth quarter of 2017 did not indicate any impairment of goodwill as each reporting units fair value was estimated to be in excess of its carrying value. Furthermore, no events have occurred since then that would change this assessment.

Goodwill consists of the following (dollars in thousands):

Beginning Balance at December 31	$	10,260
Foreign Exchange Translation		(194)
Ending Balance at June 30	$	10,066

Intangible assets consist of the following (dollars in thousands):

	June 30, 2018
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(796)	$	136	$	2,106
Patents		615		(177)		30		468
Non-Compete Agreements		1,107		(536)		59		630
Tradename		629		-		31		660
Total	$	5,117	$	(1,509)	$	256	$	3,864

	December 31, 2017
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(494)	$	178	$	2,450
Patents		615		(109)		39		545
Non-Compete Agreements		1,107		(334)		69		842
Tradename		629		-		45		674
Total	$	5,117	$	(937)	$	331	$	4,511

Amortization of acquired intangible assets was $0.3 million and $0.6 million for the three and six months ended June 30, 2018, respectively. Amortization of acquired intangible assets is included as part of general and administrativeexpenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

The estimated future amortization expense related to intangible assets is as follows as of June 30, 2018 (dollars in thousands):

Remainder 2018	$	549
2019		1,098
2020		759
2021		710
2022		88
Total	$	3,204

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Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 10 – Debt

Debt consists of the following (in thousands):

	June 30, 2018
Revolver at LIBOR Plus Margin	$	2,431
Term Loan at LIBOR Plus Margin		570
Total Debt		3,001
Debt Maturing within one year		(2,583)
Non-current portion of long term debt	$	418

In connection with the acquisition of CommAgility, the Company entered into a Credit Agreement with Bank of America, N.A. (the “Lender”) on February 16, 2017 (the “Credit Facility”), which provided for a term loan in the aggregate principal amount of $0.8 million (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the Credit Facility), of up to a maximum availability of $9.0 million (“Revolver Commitment Amount”). The borrowing base is calculated as 85% of eligible accounts receivable and inventory, as defined, subject to certain caps and limits. The borrowing base is calculated on a monthly basis. The proceeds of the term loan and revolver were used to finance the acquisition of CommAgility.

In connection with the issuance of the Credit Facility, the Company paid lender and legal fees of $0.2 million which were primarily related to the Revolver and are capitalized and presented as other current and non-current assets in the Condensed Consolidated Balance Sheets. These costs are recognized as additional interest expense over the term of the related debt instrument using the straight line method.

The Company must repay the Term Loan in installments of $38,000 per quarter due on the first day of each fiscal quarter beginning April 1, 2017 and continuing until the term loan maturity date, on which the remaining balance is due in a final installment. The future principal payments under the term loan are $0.1 million in 2018 and $0.5 million in 2019. The Term Loan and Revolver are both scheduled to mature on November 16, 2019.

The Term and Revolver Loans bear interest at the LIBOR rate plus a margin. The margin on the outstanding balance of the Company’s Term Loans and Revolver Loans were fixed at 3.50% and 3.00% per annum, respectively, through September 30, 2017. Thereafter, the margins were subject to increase or decrease by Lender on the first day of each of the Borrowers’ fiscal quarters based upon the Fixed Charge Coverage Ratio (as defined in the Credit Facility) as of the most recently ended fiscal quarter falling into one of three levels. If the Company’s Fixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBOR rate with a step up to 3.50% and 3.00%, respectively, if the ratio is greater than or equal 1.00 to 1.00 but less than 1.25 to 1.00 and another step up to 3.75% and 3.25%, respectively, if the ratio is less than 1.00 to 1.00. The Company is also required to pay a commitment fee on the unused commitments under the Revolver at a rate equal to 0.50% per annum and early termination fee of (a) 2% of the Revolver Commitment Amount and Term Loan if termination occurs before the first anniversary of the Credit Facility or (b) 1% of the Revolver Commitment Amount and Term Loan if termination occurs after the first anniversary of the Credit Facility but before the second anniversary of the Credit Facility. The Company’s interest rate plus margin as of June 30, 2018 on the Credit Facility was 4.88% and 5.38% for the Revolver and Term Loan, respectively. The Company’s interest rate plus margin as of December 31, 2017 on the Credit Facility was 4.38% and 4.88% for the Revolver and Term Loan, respectively.

The Credit Facility is secured by liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66.33% of the equity interests in the Company’s Foreign Subsidiaries (as defined in the Credit Facility). The Credit Facility contains customary affirmative and negative covenants for a transaction of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. Events of default under the Credit Facility include but are not limited to: failure to pay obligations when due, breach or failure of any covenant, insolvency or bankruptcy, materially misleading representations or warranties, occurrence of a Change in Control (as defined) or occurrence of conditions that have a Material Adverse Effect (as defined).

On August 3, 2017 the Company entered into Amendment No. 1 to the Credit Facility, effective June 30, 2017, which amended the definition of “EBITDA” to exclude the non-cash inventory adjustment of $1.9 million recorded during the three months ended June 30, 2017 and to reduce the pledge of equity interests in the Company’s Foreign Subsidiaries from 66.66% to 66.33%.

As of June 30, 2018, and the date hereof, the Company is in compliance with the covenants of the Credit Facility.

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Accounting for Share-based Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 11 - Accounting for Share-based Compensation

The Company’s results for the three and six month period ended June 30, 2018 includes $0.2 million and $0.3 million related to share-based compensation expense, respectively.  Such amounts have been included in the Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) within general and administrative expenses in operating expenses. The Company accounts for forfeitures when they occur.

Incentive Compensation Plan:

In 2012, the Company’s Board of Directors and shareholders approved the 2012 Incentive Compensation Plan (the “Initial 2012 Plan”), which provides for the grant of equity, including restricted stock awards, restricted stock units, non-qualified stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the Company’s future growth and success. When originally approved, the Initial 2012 Plan provided for the grant of awards relating to 2 million shares of common stock, plus those shares subject to awards previously issued under the Company’s 2000 Stock Option Plan that expire, are canceled or are terminated after adoption of the Initial 2012 Plan without having been exercised in full and would have been available for subsequent grants under the 2000 Stock Option Plan. In June 2014, the Company’s shareholders approved the Amended and Restated 2012 Incentive Compensation Plan (the “2012 Plan”) allowing for an additional 1.6 million shares of the Company’s common stock to be available for future grants under the 2012 Plan. The 2012 Plan provides that if awards are forfeited, expire or otherwise terminate without issuance of the shares underlying the awards, or if the award does not result in issuance of all or part of the shares underlying the award, the unissued shares are again available for awards under the 2012 Plan. As a result of certain award forfeitures and cancellations, as of June 30, 2018, there are approximately 2.3 million shares available for issuance under the 2012 Plan.

All service-based (time vesting) options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are approved by the Company’s compensation committee of the Board of Directors. Under the 2012 Plan, options may be granted to purchase shares of the Company’s common stock exercisable only at prices equal to or above the fair market value on the date of the grant.

As of June 30, 2018, $0.4 million of unrecognized compensation costs related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.5 years and $0.3 million of unrecognized compensation costs related to unvested restricted stock awards/units is expected to be recognized over a remaining weighted-average period of 1.0 years.

Restricted Common Stock Awards:

A summary of the status of the Company’s non-vested restricted common stock awards, granted under the Company’s shareholder approved equity compensation plans, as of June 30, 2018, and changes during the six months ended June 30, 2018, are presented below:

Restricted Shares	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	159,207	$1.64
Granted	-	-
Vested and Issued	(151,042)	$1.64
Forfeited	-	-
Non-vested as of June 30	8,165	$1.55

Restricted Stock Units:

On June 5, 2018 the Company granted 25,000 Restricted Stock Units (“RSU”) to each of our five independent board members under the 2012 Plan. Each RSU represents the Company’s obligation to issue one share of the Company’s common stock subject to the RSU award agreement and 2012 Plan. The grant date fair value was $2.25 per share and the RSU’s vest on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to death or disability, provided the board member has rendered continuous service to the Company as a member of the board of directors from grant date to vesting date. Once vested the RSU will be settled by delivery of shares to the board member no later than 30 days following: (1) the third anniversary of the grant date, (2) separation from service following, or coincident with, a vesting date, or (3) a change in control.

A summary of restricted stock unit activity for the six months ended June 30, 2018 follows:

Restricted Stock Units	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	-	-
Granted	125,000	$2.25
Vested	-	-
Forfeited	-	-
Non-vested as of June 30	125,000	$2.25

Performance-Based Stock Option Awards:

A summary of performance-based stock option activity, and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		605,000		$1.21
Granted		-		-
Exercised		(300,000)		$0.96
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		305,000		$1.45
Exercisable at June 30		20,000		$0.78

The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable) as of June 30, 2018 was $0.2 million and the weighted-average remaining contractual life was 7.1 years. The aggregate intrinsic value of performance-based stock options exercisable as of June 30, 2018 was $28,400 and the weighted-average remaining contractual life was 2.5 years. The intrinsic value of options exercised during the six months ended June 30, 2018 was $0.4 million.

Under the terms of the performance-based stock option agreements, the awards will fully vest and become exercisable on the date on which the Company’s Board of Directors shall have determined that specific financial performance milestones have been met, provided the employee remains in the employ of the Company at such time; provided, however, upon a Change in Control (as defined in the stock option agreements and the 2012 Plan), the stock options shall automatically vest as permitted by the 2012 Plan. As of June 30, 2018, the Company has determined that the performance conditions on 285,000 options granted in 2013 and later are probable of being achieved by the year ending 2021. The Company’s performance-based stock options granted prior to 2013 (consisting of 20,000 options) are fully amortized.

Service-Based Stock Option Awards:

A summary of service-based stock option activity and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		1,815,000		$1.53
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		1,815,000		$1.53
Exercisable at June 30		1,110,833		$1.50

The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of June 30, 2018 was $1.2 million and the weighted average remaining contractual life was 8.4 years. The aggregate intrinsic value of service-based stock options exercisable as of June 30, 2018 was $0.8 million and the weighted average remaining contractual life was 8.3 years.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 12 – SEGMENT INFORMATION

The operating businesses of the Company are segregated into three reportable segments: (i) Network Solutions, (ii) Test and Measurement and (iii) Embedded Solutions.

Network Solutions

The Network Solutions segment is comprised primarily of the operations of the Company’s subsidiary, Microlab. Network Solutions designs and manufactures a wide selection of RF passive components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure markets, particularly for small cell deployments, distributed antenna systems (“DAS”), the in-building wireless solutions industry and radio base-station market. Network Solutions also offers active solution sets to assist in network timing for tunnels and in-building wireless signaling. Network Solutions customers include telecommunications service providers, systems integrators, neutral host operators and distributors.

Test and Measurement

The Test and Measurement segment is comprised primarily of the Company’s operations of the Noisecom product line and the operations of its subsidiary, Boonton. Noisecom designs and produces noise generation equipment and instruments, calibrated noise sources, noise modules and diodes. Noise components and instruments are used as a method to provide wide band signals for sophisticated telecommunication and defense applications, and as a stable reference standard for instruments and systems, including radar and satellite communications. Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety of measurements to be made, including maximum power, peak power, average power and minimum power. Customers of the Test and Measurement segment include large defense contractors and the U.S. and foreign governments.

Embedded Solutions

The Embedded Solutions segment is comprised of the operations of CommAgility Limited which was acquired on February 17, 2017. Embedded Solutions supplies signal processing technology for network validation systems supporting LTE and emerging 5G networks. Additionally, this segment licenses, implements and configures LTE PHY layer and stack software for private LTE networks supporting satellite communications, the military and aerospace industries. Customers include wireless communication test equipment companies, defense subcontractors and global technology and services companies.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses).

Financial information by reportable segment for the respective periods is set forth below (in thousands):

	For the three months ended June 30,						For the six months ended June 30,
	2018			2017			2018			2017
Net revenue by segment:
Network Solutions	$	5,636		$	5,617		$	11,147		$	11,133
Test and Measurement		3,534			3,316			7,297			6,352
Embedded Solutions		4,244			3,000			8,234			3,997
Total consolidated net revenue of reportable segments	$	13,414		$	11,933		$	26,678		$	21,482
Segment income/(loss):
Network Solutions	$	758		$	(330	)	$	1,571		$	578
Test and Measurement		416			(541	)		926			(516	)
Embedded Solutions		273			75			883			(154	)
Income/(loss) from reportable segments		1,447			(796	)		3,380			(92	)
Other unallocated amounts:
Corporate expenses		(1,414	)		(1,473	)		(2,778	)		(3,896	)
Other (expenses) income - net		(108	)		(113	)		(247	)		(162	)
Consolidated income/(loss) before Income tax provision/(benefit)	$	(75	)	$	(2,382	)	$	355		$	(4,150	)
Depreciation and amortization by segment:
Network Solutions	$	172		$	104		$	309		$	204
Test and Measurement		123			95			297			189
Embedded Solutions		316			446			631			666
Total depreciation and amortization for reportable segments	$	611		$	645		$	1,237		$	1,059
Capital expenditures by segment:
Network Solutions	$	204		$	59		$	282		$	142
Test and Measurement		27			41			129			107
Embedded Solutions		152			27			172			69
Total consolidated capital expenditures by reportable segment	$	383		$	127		$	583		$	318

	June 30, 2018		December 31, 2017
Total assets by segment:
Network Solutions	$	11,214	$	10,442
Test and Measurement		6,522		6,163
Embedded Solutions		18,830		21,733
Total assets for reportable segments		36,566		38,338
Corporate assets, principally cash and cash equivalents and deferred income taxes		9,454		8,583
Total consolidated assets	$	46,020	$	46,921

Consolidated net sales by region were as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
Sales by region
Americas	$	7,982	$	8,294	$	16,079	$	15,259
Europe, Middle East, Africa (EMEA)		4,485		3,098		8,245		4,621
Asia Pacific (APAC)		947		541		2,354		1,602
Total sales	$	13,414	$	11,933	$	26,678	$	21,482

Net sales are attributable to a geographic area based on the destination of the product shipment.

The majority of shipments in the Americas are to customers located within the United States. For the three months ended June 30, 2018 and 2017, revenues in the United States for all reportable segments amounted to $7.8 million and $8.0 million, respectively. For the six months ended June 30, 2018 and 2017, revenue in the United States for all reportable segments amounted to $15.8 million and $14.4 million, respectively.

Shipments for the three months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Italy at $3.6 million and $0.2 million, respectively. For the three months ended June 30, 2017 shipments were largely concentrated in UK, Germany and Israel amounting to $2.2 million, $0.3 million and $0.2 million, respectively. Shipments for the six months ended June 30, 2018 to the EMEA region for all reportable segments were largely concentrated in the UK and Luxembourg at $5.9 million and $0.4 million, respectively. For the six months ended June 30, 2017 shipments to the UK, Germany and Israel amounted to $2.8 million, $0.5 million and $0.4 million, respectively.

The largest concentration of shipments in the APAC region is to China. For the three month period ending June 30, 2018 and 2017, shipments to China amounted to $0.5 million and $0.2 million, respectively. For the six month period ending June 30, 2018 and 2017, shipments to China amounted to $1.5 million and $0.9 million, respectively.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 13 – COMMITMENTS AND CONTINGENCIES

There have been no material changes in our commitments and contingencies and risks and uncertainties as of June 30, 2018 from that as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Preparation

Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor 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 analyzers, signal processing modules, long-term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe.

The Condensed Consolidated Balance Sheet as of June 30, 2018, the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and six months ended June 30, 2018 and 2017, the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 and the Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2018 have been prepared by the Company without audit. The Condensed Consolidated Financial Statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation.

The Company presents its operations in three reportable segments: (1) Network Solutions, (2) Test and Measurement and (3) Embedded Solutions. The Network Solutions segment is comprised primarily of the operations of Microlab. The Test and Measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded Solutions segment is comprised of the operations of CommAgility.

It is suggested that these Interim Condensed Consolidated Financial Statements be read in conjunction with the Audited Consolidated Financial Statements, and the notes thereto, included in the Company’s latest Shareholders’ Annual Report (Form 10-K).

Consolidation, Policy [Policy Text Block]

Condensed Consolidated Financial Statements

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, which are necessary to fairly present 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, 2017. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been reduced for interim periods in accordance with SEC rules.

The results of operations for the three and six months period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Condensed Consolidated Statement of Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Consolidated Statements of Operations and Comprehensive Income/(Loss).

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance.

For the three and six months ended June 30, 2018, one customer accounted for approximately 25% and 21% of the Company’s consolidated revenues, respectively. For the three and six months ended June 30, 2017, one customer accounted for approximately 16% and 11% of the Company’s consolidated revenues, respectively. At June 30, 2018, one customer exceeded 10% of consolidated gross accounts receivable at 32%. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value.

Contingent Liability Reserve Estimate, Policy [Policy Text Block]

Contingent Consideration

Under the terms of the CommAgility Share Purchase Agreement the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the six months ended June 30, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $0.6 million. The Company is required to reassess the fair value of the contingent consideration at each reporting period.

The significant inputs used in this fair value estimate include CommAgility gross revenues and Adjusted EBITDA, as defined, scenarios for the earn-out periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome. The estimated outcome is then discounted based on individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility or changes in the future, may result in different estimated amounts.

During the three months ended June 30, 2018 the Company recorded a loss on change in fair value of contingent consideration liability of $0.2 million as a result of the improved financial forecast at CommAgility as compared to prior estimates. As of June 30, 2018, the Company’s contingent consideration liability has been estimated at $0.9 million and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation, if ultimately earned by the CommAgility sellers, with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018.

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the Condensed Consolidated Financial Statements, and the notes thereto, through the date the financial statements were issued.

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Accounting Pronouncements (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss) for the current reporting period and Condensed Consolidated Balance Sheet as of June 30, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect (dollars in thousands):

	Three Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	13,414	$	13,414	$	-
Operating income		33		33		-
Net income/(loss)		(180)		(180)		-

	Six Months Ended June 30, 2018
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
Net revenues	$	26,678	$	26,372	$	306
Operating income		602		296		306
Net income/(loss)		194		(112)		306

	As of June 30, 2018
CONDENSED CONSOLIDATED BALANCE SHEET	As Reported (in Accordance with ASC Topic 606)		Balances Without Adoption of ASC Topic 606		Impact of Adoption Higher/(Lower)
CURRENT ASSETS
Prepaid expenses and other current assets	$	1,358	$	1,358		-
CURRENT LIABILITIES
Deferred revenue		376		1,081		(705)
SHAREHOLDERS’ EQUITY
Retained earnings		32,372		32,066		306

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Revenue (Tables)

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below (dollars in thousands)

	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,636	$	-	$	-	$	5,636	$	11,147	$	-	$	-	$	11,147
Noise Generators and Components		-		1,588		-		1,588		-		3,087		-		3,087
Power Meters and Analyzers		-		1,574		-		1,574		-		3,554		-		3,554
Signal Processing Hardware		-		-		3,555		3,555		-		-		6,461		6,461
Software Licenses		-		-		28		28		-		-		511		511
Services		-		372		661		1,033		-		656		1,262		1,918
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678
Total Net Revenues by Geographic Areas
Americas	$	4,978	$	2,242	$	762	$	7,982	$	9,137	$	4,757	$	2,185	$	16,079
EMEA		491		514		3,480		4,485		1,432		963		5,850		8,245
APAC		167		778		2		947		578		1,577		199		2,354
Total Net Revenue	$	5,636	$	3,534	$	4,244	$	13,414	$	11,147	$	7,297	$	8,234	$	26,678

	Three Months Ended June 30, 2017								Six Months Ended June 30, 2017
	Network Solutions		Test and Measurement		Embedded Solutions		Total		Network Solutions		Test and Measurement		Embedded Solutions		Total
Total Net Revenues by Revenue Type
Passive RF Components	$	5,617	$	-	$	-	$	5,617	$	11,133	$	-	$	-	$	11,133
Noise Generators and Components		-		1,598		-		1,598		-		2,815		-		2,815
Power Meters and Analyzers		-		1,470		-		1,470		-		3,006		-		3,006
Signal Processing Hardware		-		-		1,971		1,971		-		-		2,353		2,353
Software Licenses		-		-		76		76		-		-		161		161
Services		-		248		953		1,201		-		531		1,483		2,014
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482
Total Net Revenues by Geographic Areas
Americas	$	4,762	$	2,485	$	1,047	$	8,294	$	9,473	$	4,174	$	1,612	$	15,259
EMEA		735		414		1,949		3,098		1,307		968		2,346		4,621
APAC		120		417		4		541		353		1,210		39		1,602
Total Net Revenue	$	5,617	$	3,316	$	3,000	$	11,933	$	11,133	$	6,352	$	3,997	$	21,482

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Acquisition of CommAgility (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition Contingent Consideration and Deferred Purchase Price [Table Text Block]

The following table summarizes the activity related to contingent consideration and deferred purchase price for the three and six months ended June 30, 2018 (dollars in thousands):

	Contingent Consideration		Deferred Purchase Price
Balance at December 31, 2017	$	630	$	1,230
Accretion of Interest		96		-
Payment		-		(811)
Fair Value Adjustment		213		-
Foreign Currency Translation		(17)		21
Balance as of June 30, 2018	$	922	$	440

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Income/(Loss) per Common Share (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Weighted-average common shares outstanding	20,864,428	19,765,101	20,755,027	19,577,271
Potentially dilutive shares	736,469	175,212	755,512	239,051
Weighted-average common shares outstanding, assuming dilution	21,600,897	19,940,313	21,510,539	19,816,322

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Inventories (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	June 30, 2018		December 31, 2017
Raw materials	$	3,960	$	3,231
Work-in-process		838		631
Finished goods		2,767		2,664
	$	7,565	$	6,526

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Goodwill consists of the following (dollars in thousands):

Beginning Balance at December 31	$	10,260
Foreign Exchange Translation		(194)
Ending Balance at June 30	$	10,066

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

Intangible assets consist of the following (dollars in thousands):

	June 30, 2018
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(796)	$	136	$	2,106
Patents		615		(177)		30		468
Non-Compete Agreements		1,107		(536)		59		630
Tradename		629		-		31		660
Total	$	5,117	$	(1,509)	$	256	$	3,864

	December 31, 2017
	Gross Carrying Amount		Accumulated Amortization		Foreign Exchange Translation		Net Carrying Amount
Customer Relationships	$	2,766	$	(494)	$	178	$	2,450
Patents		615		(109)		39		545
Non-Compete Agreements		1,107		(334)		69		842
Tradename		629		-		45		674
Total	$	5,117	$	(937)	$	331	$	4,511

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The estimated future amortization expense related to intangible assets is as follows as of June 30, 2018 (dollars in thousands):

Remainder 2018	$	549
2019		1,098
2020		759
2021		710
2022		88
Total	$	3,204

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Debt consists of the following (in thousands):

	June 30, 2018
Revolver at LIBOR Plus Margin	$	2,431
Term Loan at LIBOR Plus Margin		570
Total Debt		3,001
Debt Maturing within one year		(2,583)
Non-current portion of long term debt	$	418

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Accounting for Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Restricted Common Stock (Member)

Accounting for Share-based Compensation (Tables) [Line Items]

Nonvested Restricted Stock Shares Activity [Table Text Block]

A summary of the status of the Company’s non-vested restricted common stock awards, granted under the Company’s shareholder approved equity compensation plans, as of June 30, 2018, and changes during the six months ended June 30, 2018, are presented below:

Restricted Shares	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	159,207	$1.64
Granted	-	-
Vested and Issued	(151,042)	$1.64
Forfeited	-	-
Non-vested as of June 30	8,165	$1.55

Restricted Stock Units (RSUs) [Member]

Accounting for Share-based Compensation (Tables) [Line Items]

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

A summary of restricted stock unit activity for the six months ended June 30, 2018 follows:

Restricted Stock Units	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31	-	-
Granted	125,000	$2.25
Vested	-	-
Forfeited	-	-
Non-vested as of June 30	125,000	$2.25

Performance Shares [Member]

Accounting for Share-based Compensation (Tables) [Line Items]

Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of performance-based stock option activity, and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		605,000		$1.21
Granted		-		-
Exercised		(300,000)		$0.96
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		305,000		$1.45
Exercisable at June 30		20,000		$0.78

Service Based Stock Options [Member]

Accounting for Share-based Compensation (Tables) [Line Items]

Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of service-based stock option activity and related information for the six months ended June 30, 2018 follows:

	Options		Weighted Average Exercise Price
Outstanding as of December 31		1,815,000		$1.53
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding as of June 30		1,815,000		$1.53
Exercisable at June 30		1,110,833		$1.50

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of Segment Repoting Financial Information by Segment [Table Text Block]

Financial information by reportable segment for the respective periods is set forth below (in thousands):

	For the three months ended June 30,						For the six months ended June 30,
	2018			2017			2018			2017
Net revenue by segment:
Network Solutions	$	5,636		$	5,617		$	11,147		$	11,133
Test and Measurement		3,534			3,316			7,297			6,352
Embedded Solutions		4,244			3,000			8,234			3,997
Total consolidated net revenue of reportable segments	$	13,414		$	11,933		$	26,678		$	21,482
Segment income/(loss):
Network Solutions	$	758		$	(330	)	$	1,571		$	578
Test and Measurement		416			(541	)		926			(516	)
Embedded Solutions		273			75			883			(154	)
Income/(loss) from reportable segments		1,447			(796	)		3,380			(92	)
Other unallocated amounts:
Corporate expenses		(1,414	)		(1,473	)		(2,778	)		(3,896	)
Other (expenses) income - net		(108	)		(113	)		(247	)		(162	)
Consolidated income/(loss) before Income tax provision/(benefit)	$	(75	)	$	(2,382	)	$	355		$	(4,150	)
Depreciation and amortization by segment:
Network Solutions	$	172		$	104		$	309		$	204
Test and Measurement		123			95			297			189
Embedded Solutions		316			446			631			666
Total depreciation and amortization for reportable segments	$	611		$	645		$	1,237		$	1,059
Capital expenditures by segment:
Network Solutions	$	204		$	59		$	282		$	142
Test and Measurement		27			41			129			107
Embedded Solutions		152			27			172			69
Total consolidated capital expenditures by reportable segment	$	383		$	127		$	583		$	318

Schedule Of Segment Reporting Information Total Assets By Segment [Table Text Block]

	June 30, 2018		December 31, 2017
Total assets by segment:
Network Solutions	$	11,214	$	10,442
Test and Measurement		6,522		6,163
Embedded Solutions		18,830		21,733
Total assets for reportable segments		36,566		38,338
Corporate assets, principally cash and cash equivalents and deferred income taxes		9,454		8,583
Total consolidated assets	$	46,020	$	46,921

Revenue from External Customers by Geographic Areas [Table Text Block]

Consolidated net sales by region were as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
Sales by region
Americas	$	7,982	$	8,294	$	16,079	$	15,259
Europe, Middle East, Africa (EMEA)		4,485		3,098		8,245		4,621
Asia Pacific (APAC)		947		541		2,354		1,602
Total sales	$	13,414	$	11,933	$	26,678	$	21,482

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Summary of Significant Accounting Principles and Policies (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017	Jun. 30, 2018 USD ($)	Jun. 30, 2017	Dec. 31, 2017 USD ($)
Summary of Significant Accounting Principles and Policies (Details) [Line Items]
Number of Reportable Segments			3
Number of Significant Customer Respect to Accounts Receivable	1		1		2
Concentration Risk, Significant Customers, Percentage of Gross Amounts Threshold			10.00%		10.00%
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability (in Dollars)	$ 213		$ 213
CommAgility [Member]
Summary of Significant Accounting Principles and Policies (Details) [Line Items]
Earn Out Payment (in Dollars)			0
Business combination contingent consideration fair value (in Dollars)					$ 600
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability (in Dollars)	$ 200		$ 213
Customer One [Member]
Summary of Significant Accounting Principles and Policies (Details) [Line Items]
Number of significant customer respect to revenue	1	1	1	1
Concentration Risk, Percentage	25.00%	16.00%	21.00%	11.00%
Percentage Of Accounts Receivable Attributable To Significant Customer			32.00%		18.00%
Customer Two [Member]
Summary of Significant Accounting Principles and Policies (Details) [Line Items]
Percentage Of Accounts Receivable Attributable To Significant Customer					11.00%
Other Current Liabilities [Member] | CommAgility [Member]
Summary of Significant Accounting Principles and Policies (Details) [Line Items]
Business Combination, Contingent Consideration, Liability (in Dollars)	$ 900		$ 900

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Accounting Pronouncements (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Maximum [Member]
Accounting Pronouncements (Details) [Line Items]
Revenue Recognition Multiple Deliverable Arrangements, Percentage of Consolidated revenues		2.00%
Retained Earnings [Member]
Accounting Pronouncements (Details) [Line Items]
Cumulative Effect on Retained Earnings, Net of Tax	$ 0.4
Deferred Revenue [Member] | Accounting Standards Update 2014-09 [Member]
Accounting Pronouncements (Details) [Line Items]
New Accounting Pronouncement or Change in Accounting Principles, Cumulative Effect on Liabilities	(0.3)
Prepaid Expenses and Other Current Assets [Member] | Accounting Standards Update 2014-09 [Member]
Accounting Pronouncements (Details) [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	0.2
Accounts Receivable [Member] | Accounting Standards Update 2014-09 [Member]
Accounting Pronouncements (Details) [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	$ 0.2

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Accounting Pronouncements (Details) - Condensed Consolidated Financial Statements - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenues	$ 13,414	$ 11,933	$ 26,678	$ 21,482
Operating income	33	(2,270)	602	(3,988)
Net income/(loss)	(180)	$ (1,370)	194	$ (2,599)
CURRENT LIABILITIES
Deferred revenue	376		376		$ 629
SHAREHOLDERS’ EQUITY
Retained earnings	7,791		7,791		$ 7,176
Calculated under Revenue Guidance in Effect After Topic 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenues	13,414		26,678
Operating income	33		602
Net income/(loss)	(180)		194
CURRENT ASSETS
Prepaid expenses and other current assets	1,358		1,358
CURRENT LIABILITIES
Deferred revenue	376		376
SHAREHOLDERS’ EQUITY
Retained earnings	32,372		32,372
Calculated under Revenue Guidance in Effect before Topic 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenues	13,414		26,372
Operating income	33		296
Net income/(loss)	(180)		(112)
CURRENT ASSETS
Prepaid expenses and other current assets	1,358		1,358
CURRENT LIABILITIES
Deferred revenue	1,081		1,081
SHAREHOLDERS’ EQUITY
Retained earnings	32,066		32,066
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenues			306
Operating income			306
Net income/(loss)			306
CURRENT LIABILITIES
Deferred revenue	(705)		(705)
SHAREHOLDERS’ EQUITY
Retained earnings	$ 306		$ 306

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Revenue (Details) [Line Items]
Prepaid Expense and Other Assets, Current	$ 1,358	$ 1,358	$ 4,733
Deferred Revenue, Current	$ 376	$ 376	629
Sales Revenue, Goods, Net [Member]
Revenue (Details) [Line Items]
Revenue Performance Obligation, Percentage	95.00%	95.00%
Accounting Standards Update 2014-09 [Member]
Revenue (Details) [Line Items]
Deferred Revenue, Current	$ 400	$ 400	300
Contract Assets in Prepaid Expense And Other Assets [Member]
Revenue (Details) [Line Items]
Prepaid Expense and Other Assets, Current	$ 300	$ 300	$ 200

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Revenue (Details) - Schedule of Disaggregated Revenue - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 13,414	$ 11,933	$ 26,678	$ 21,482
Americas [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,982	8,294	16,079	15,259
EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	4,485	3,098	8,245	4,621
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenues	947	541	2,354	1,602
Network Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,636	5,617	11,147	11,133
Network Solutions [Member] | Americas [Member]
Disaggregation of Revenue [Line Items]
Revenues	4,978	4,762	9,137	9,473
Network Solutions [Member] | EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	491	735	1,432	1,307
Network Solutions [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenues	167	120	578	353
Test and Measurement [Member]
Disaggregation of Revenue [Line Items]
Revenues	3,534	3,316	7,297	6,352
Test and Measurement [Member] | Americas [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,242	2,485	4,757	4,174
Test and Measurement [Member] | EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	514	414	963	968
Test and Measurement [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenues	778	417	1,577	1,210
Embedded Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	4,244	3,000	8,234	3,997
Embedded Solutions [Member] | Americas [Member]
Disaggregation of Revenue [Line Items]
Revenues	762	1,047	2,185	1,612
Embedded Solutions [Member] | EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	3,480	1,949	5,850	2,346
Embedded Solutions [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenues	2	4	199	39
Passive RF Components [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,636	5,617	11,147	11,133
Passive RF Components [Member] | Network Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,636	5,617	11,147	11,133
Noise Generators and Components [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,588	1,598	3,087	2,815
Noise Generators and Components [Member] | Test and Measurement [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,588	1,598	3,087	2,815
Power Meters and Analyzers [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,574	1,470	3,554	3,006
Power Meters and Analyzers [Member] | Test and Measurement [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,574	1,470	3,554	3,006
Signal Processing Hardware [Member]
Disaggregation of Revenue [Line Items]
Revenues	3,555	1,971	6,461	2,353
Signal Processing Hardware [Member] | Embedded Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	3,555	1,971	6,461	2,353
Software Licenses [Member]
Disaggregation of Revenue [Line Items]
Revenues	28	76	511	161
Software Licenses [Member] | Embedded Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	28	76	511	161
Service [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,033	1,201	1,918	2,014
Service [Member] | Test and Measurement [Member]
Disaggregation of Revenue [Line Items]
Revenues	372	248	656	531
Service [Member] | Embedded Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 661	$ 953	$ 1,262	$ 1,483

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Prepaid Expenses and Other Current Assets (Details) - CommAgility [Member] - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Business Combination, Contingent Consideration, Asset		$ 3.6
Restatement Adjustment [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Business Combination Contingent Consideration Asset Adjustments	$ (3.6)

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Acquisition of CommAgility (Details) $ in Thousands, £ in Millions	1 Months Ended		3 Months Ended		6 Months Ended
	Feb. 17, 2017 USD ($) shares	Feb. 17, 2017 GBP (£) shares	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Feb. 17, 2017 GBP (£)
Acquisition of CommAgility (Details) [Line Items]
Business Acquisition, Date of Acquisition Agreement					Feb. 17, 2017
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds)			$ (75)	$ (2,382)	$ 355	$ (4,150)
Treasury Stock, Value			24,509		24,509		$ 20,910
CommAgility [Member]
Acquisition of CommAgility (Details) [Line Items]
Payments to Acquire Businesses, Gross	$ 11,300
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares	3,487,528	3,487,528
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 6,000
Business Combination Deferred Purchase Price Payable	2,500
Business Combination Working Capital Additional Purchase Price Adjustment	$ 1,400
Business Combination Contingent Milestone Payment (in Pounds) | £								£ 10.0
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited (in Shares) | shares	2,092,516	2,092,516
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited Condition	(a) 2017 Adjusted EBITDA, as defined,generated by CommAgility is less than £2.4 million; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility isless than £2.4 million (in each case as determined by an audit of CommAgility conducted by the accountants of the AcquisitionSubsidiary in accordance with the terms of the Share Purchase Agreement).	(a) 2017 Adjusted EBITDA, as defined,generated by CommAgility is less than £2.4 million; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility isless than £2.4 million (in each case as determined by an audit of CommAgility conducted by the accountants of the AcquisitionSubsidiary in accordance with the terms of the Share Purchase Agreement).
Treasury Stock, Value			$ 3,600		$ 3,600
Maximum [Member] | Two Thousand Seventeen Adjusted EBITDA [Member] | CommAgility [Member]
Acquisition of CommAgility (Details) [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £		£ 2.4
Maximum [Member] | Two Thousand Eighteen Adjusted EBITDA [Member] | CommAgility [Member]
Acquisition of CommAgility (Details) [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £		£ 2.4

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Acquisition of CommAgility (Details) - Schedule of activity related to contingent consideration and deferred purchase price - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Acquisition of CommAgility (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items]
Fair Value Adjustment, Contingent Consideration	$ 213	$ 213
CommAgility [Member]
Acquisition of CommAgility (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items]
Balance, Contingent Consideration	922	922	$ 630
Balance, Deferred Purchase Price	440	440	$ 1,230
Accretion of Interest, Contingent Consideration		96
Payment, Deferred Purchase Price		(811)
Fair Value Adjustment, Contingent Consideration	$ 200	213
Foreign Currency Translation, Contingent Consideration		(17)
Foreign Currency Translation, Deferred Purchase Price		$ 21

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Income Taxes (Details)	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	45.20%

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Income/(Loss) per Common Share (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	513,722	271,519

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Income/(Loss) per Common Share (Details) - Schedule of weighted average number of shares - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income/(Loss) per Common Share (Details) - Schedule of weighted average number of shares [Line Items]
Weighted-average common shares outstanding	20,864,428	19,765,101	20,755,027	19,577,271
Weighted-average common shares outstanding, assuming dilution	20,864,428	19,765,101	21,510,539	19,577,271
Weighted Average Common Share Oustanding Calculation [Member]
Income/(Loss) per Common Share (Details) - Schedule of weighted average number of shares [Line Items]
Weighted-average common shares outstanding	20,864,428	19,765,101	20,755,027	19,577,271
Potentially dilutive shares	736,469	175,212	755,512	239,051
Weighted-average common shares outstanding, assuming dilution	21,600,897	19,940,313	21,510,539	19,816,322

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Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory Valuation Reserves	$ 1,661	$ 1,856

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Inventories (Details) - Schedule of inventory, Current - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Schedule of inventory, Current [Abstract]
Raw materials	$ 3,960	$ 3,231
Work-in-process	838	631
Finished goods	2,767	2,664
	$ 7,565	$ 6,526

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Goodwill and Intangible Assets (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2017 USD ($)
Goodwill and Intangible Assets (Details) [Line Items]
Goodwill	$ 10,066	$ 10,066	$ 10,260
Number of Reporting Units		2
Amortization of Intangible Assets	300	$ 600
Network Solutions [Member]
Goodwill and Intangible Assets (Details) [Line Items]
Goodwill	1,400	1,400
Embedded Solution [Member]
Goodwill and Intangible Assets (Details) [Line Items]
Goodwill	$ 8,700	$ 8,700

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Goodwill and Intangible Assets (Details) - Schedule of goodwill - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Schedule of goodwill [Abstract]
Balance	$ 10,066	$ 10,260
Foreign Exchange Translation	$ (194)

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Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,117	$ 5,117
Accumulated Amortization	(1,509)	(937)
Foreign Exchange Translation	256	331
Net Carrying Amount	3,864	4,511
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,766	2,766
Accumulated Amortization	(796)	(494)
Foreign Exchange Translation	136	178
Net Carrying Amount	2,106	2,450
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	615	615
Accumulated Amortization	(177)	(109)
Foreign Exchange Translation	30	39
Net Carrying Amount	468	545
Noncompete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,107	1,107
Accumulated Amortization	(536)	(334)
Foreign Exchange Translation	59	69
Net Carrying Amount	630	842
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	629	629
Foreign Exchange Translation	31	45
Net Carrying Amount	$ 660	$ 674

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Goodwill and Intangible Assets (Details) - Schedule of estimated future amortization expense $ in Thousands	Jun. 30, 2018 USD ($)
Schedule of estimated future amortization expense [Abstract]
Remainder 2018	$ 549
2019	1,098
2020	759
2021	710
2022	88
Total	$ 3,204

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Debt (Details) - USD ($)					6 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Feb. 16, 2017	Jun. 30, 2018	Dec. 31, 2017
Debt (Details) [Line Items]
Borrowing Base Eligibility Percentage					85.00%
Payment of Legal Fees (in Dollars)				$ 200,000
Debt Instrument, Covenant Description					If the Company’sFixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBORrate with a step up to 3.50% and 3.00%, respectively, if the ratio is greater than or equal 1.00 to 1.00 but less than 1.25 to1.00 and another step up to 3.75% and 3.25%, respectively, if the ratio is less than 1.00 to 1.00.
Line of Credit Facility, Collateral					The Credit Facility is secured by lienson substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66.33% of the equityinterests in the Company’s Foreign Subsidiaries (as defined in the Credit Facility).
Inventory Adjustments (in Dollars)		$ 1,900,000
Foreign Subsidiary Holding Pledged For New Credit Facility Percentage		66.33%	66.66%
Term Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount (in Dollars)				800,000
Debt Instrument, Periodic Payment (in Dollars)				$ 38,000
Debt Instrument, Date of First Required Payment				Apr. 01, 2017
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year (in Dollars)				$ 100,000
Long-term Debt, Maturities, Repayments of Principal in Year Two (in Dollars)				500,000
Debt Instrument, Maturity Date					Nov. 16, 2019
Debt Instrument, Basis Spread on Variable Rate	3.50%
Debt Instrument, Interest Rate, Effective Percentage					5.38%	4.88%
Revolving Loan [Member]
Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars)				$ 9,000,000
Debt Instrument, Maturity Date					Nov. 16, 2019
Debt Instrument, Basis Spread on Variable Rate	3.00%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage					0.50%
Debt Instrument, Interest Rate, Effective Percentage					4.88%	4.38%
Penalty for Earlier Contractual Termination In One Year [Member]
Debt (Details) [Line Items]
Line of Credit Facility Early Termination Fee Percentage					2.00%
Penalty for Earlier Contractual Termination in Year Two [Member]
Debt (Details) [Line Items]
Line of Credit Facility Early Termination Fee Percentage					1.00%
Coverage Ratio Greater Than 1.25 to 1.00 [Member] | Term Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					3.25%
Coverage Ratio Greater Than 1.25 to 1.00 [Member] | Revolving Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					2.75%
Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | Term Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					3.50%
Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | Revolving Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					3.00%
Coverage Ratio Less Than 1.00 to 1.00 [Member] | Term Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					3.75%
Coverage Ratio Less Than 1.00 to 1.00 [Member] | Revolving Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate					3.25%

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Debt (Details) - Schedule of Debt - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt (Details) - Schedule of Debt [Line Items]
Total Debt	$ 3,001
Debt Maturing within one year	(2,583)
Non-current portion of long term debt	418	$ 494
Revolving Loan [Member]
Debt (Details) - Schedule of Debt [Line Items]
Total Debt	2,431
Term Loan [Member]
Debt (Details) - Schedule of Debt [Line Items]
Total Debt	$ 570

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Accounting for Share-based Compensation (Details)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2018 USD ($) shares	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Dec. 31, 2013 shares	Dec. 31, 2012 USD ($)	Jun. 30, 2014 shares
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation	$ 200,000	$ 348,000	$ 284,000
RSU Award Agreement Policy		Each RSU represents the Company’s obligation to issue one share of the Company’s common stocksubject to the RSU award agreement and 2012 Plan
RSU Award Settlement Policy		Once vested the RSU will be settled by delivery of shares to the board member no later than 30days following: (1) the third anniversary of the grant date, (2) separation from service following, or coincident with, a vestingdate, or (3) a change in control
Expected Option Performance Conditions Description		As of June 30, 2018, the Company has determinedthat the performance conditions on 285,000 options granted in 2013 and later are probable of being achieved by the year ending2021
Service Based Stock Options [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share Based Compensation Arrangement by Share Based Payment Award Maximum Period Consider for Option Fully Exercisable		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	1,200,000	$ 1,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	800,000	$ 800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		8 years 109 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term		8 years 146 days
Performance Shares [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	200,000	$ 200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		7 years 36 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	28,400	$ 28,400
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		2 years 6 months
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercised Aggregate Intrinsic Value	400,000	$ 400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares				20,000
Employee Stock Option [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	400,000	$ 400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		2 years 6 months
Restricted Stock [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options	$ 300,000	$ 300,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares
Restricted Stock Units (RSUs) [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares		125,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares		$ 2.25
Incentive Compensation Plan 2012 [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Stock Issued					$ 2,000,000
Share Based Compensation Arrangement By Share Based Payment Award Additional Number of Share Available for Grant (in Shares) | shares						1,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | shares	2,300,000	2,300,000
Incentive Compensation Plan 2012 [Member] | Restricted Stock Units (RSUs) [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Number of Independent Board Members		5
Incentive Compensation Plan 2012 [Member] | Granted to each of Five Board Members [Member] | Restricted Stock Units (RSUs) [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | shares		25,000
Independent Board Member [Member] | Incentive Compensation Plan 2012 [Member] | Restricted Stock Units (RSUs) [Member]
Accounting for Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares		$ 2.25

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Accounting for Share-based Compensation (Details) - Schedule of non-vested restricted common stock activity - Restricted Stock [Member] - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Accounting for Share-based Compensation (Details) - Schedule of non-vested restricted common stock activity [Line Items]
Number of Shares, Non-vested	8,165	159,207
Weighted Average Grant Date Fair Value, Non-vested	$ 1.55	$ 1.64
Number of Shares, Granted
Weighted Average Grant Date Fair Value, Granted
Number of Shares, Vested and Issued	(151,042)
Weighted Average Grant Date Fair Value, Vested and Issued	$ 1.64
Number of Shares, Forfeited
Weighted Average Grant Date Fair Value, Forfeited

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Accounting for Share-based Compensation (Details) - Schedule of non-vested restricted stock units activity - Restricted Stock Units (RSUs) [Member] - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Accounting for Share-based Compensation (Details) - Schedule of non-vested restricted stock units activity [Line Items]
Number of Shares, Non-vested	125,000
Weighted Average Grant Date Fair Value, Non-vested	$ 2.25
Number of Shares, Granted	125,000
Weighted Average Grant Date Fair Value, Granted	$ 2.25
Number of Shares, Vested
Weighted Average Grant Date Fair Value, Vested
Number of Shares, Forfeited
Weighted Average Grant Date Fair Value, Forfeited

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Accounting for Share-based Compensation (Details) - Schedule of performance-based stock option activity, and related Information - Performance Shares [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2013	Dec. 31, 2017
Accounting for Share-based Compensation (Details) - Schedule of performance-based stock option activity, and related Information [Line Items]
Options, Outstanding	305,000		605,000
Weighted Average Exercise Price, Outstanding	$ 1.45		$ 1.21
Options, Exercisable	20,000
Weighted Average Exercise Price, Exercisable	$ 0.78
Options, Granted		20,000
Weighted Average Exercise Price, Granted
Options, Exercised	(300,000)
Weighted Average Exercise Price, Exercised	$ 0.96
Options, Forfeited
Weighted Average Exercise Price, Forfeited
Options, Expired
Weighted Average Exercise Price, Expired

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Accounting for Share-based Compensation (Details) - Schedule of service-based stock option activity, and related Information - Service Based Stock Options [Member] - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Accounting for Share-based Compensation (Details) - Schedule of service-based stock option activity, and related Information [Line Items]
Options, Outstanding	1,815,000	1,815,000
Weighted Average Exercise Price, Outstanding	$ 1.53	$ 1.53
Options, Exercisable at June 30	1,110,833
Weighted Average Exercise Price, Exercisable at June 30	$ 1.50
Options, Granted
Weighted Average Exercise Price, Granted
Options, Exercised
Weighted Average Exercise Price, Exercised
Options, Forfeited
Weighted Average Exercise Price, Forfeited
Options, Expired
Weighted Average Exercise Price, Expired

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SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)
SEGMENT INFORMATION (Details) [Line Items]
Number of Reportable Segments			3
Revenues	$ 13,414	$ 11,933	$ 26,678	$ 21,482
UNITED STATES
SEGMENT INFORMATION (Details) [Line Items]
Revenues	7,800	8,000	15,800	14,400
UNITED KINGDOM
SEGMENT INFORMATION (Details) [Line Items]
Revenues	3,600	2,200	5,900	2,800
ITALY
SEGMENT INFORMATION (Details) [Line Items]
Revenues	200
GERMANY
SEGMENT INFORMATION (Details) [Line Items]
Revenues		300		500
ISRAEL
SEGMENT INFORMATION (Details) [Line Items]
Revenues		200		400
LUXEMBOURG
SEGMENT INFORMATION (Details) [Line Items]
Revenues			400
CHINA
SEGMENT INFORMATION (Details) [Line Items]
Revenues	$ 500	$ 200	$ 1,500	$ 900

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SEGMENT INFORMATION (Details) - Schedule of segment reporting financial information - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net revenue by segment:
Net revenue by segment	$ 13,414	$ 11,933	$ 26,678	$ 21,482
Segment income/(loss):
Segment income/(loss)	1,447	(796)	3,380	(92)
Other unallocated amounts:
Corporate expenses	(1,414)	(1,473)	(2,778)	(3,896)
Other (expenses) income - net	(108)	(113)	(247)	(162)
Consolidated income/(loss) before Income tax provision/(benefit)	(75)	(2,382)	355	(4,150)
Depreciation and amortization by segment:
Depreciation and amortization by segment	611	645	1,237	1,059
Capital expenditures by segment:
Capital expenditures by segment	383	127	583	318
Network Solutions [Member]
Net revenue by segment:
Net revenue by segment	5,636	5,617	11,147	11,133
Segment income/(loss):
Segment income/(loss)	758	(330)	1,571	578
Depreciation and amortization by segment:
Depreciation and amortization by segment	172	104	309	204
Capital expenditures by segment:
Capital expenditures by segment	204	59	282	142
Test and Measurement [Member]
Net revenue by segment:
Net revenue by segment	3,534	3,316	7,297	6,352
Segment income/(loss):
Segment income/(loss)	416	(541)	926	(516)
Depreciation and amortization by segment:
Depreciation and amortization by segment	123	95	297	189
Capital expenditures by segment:
Capital expenditures by segment	27	41	129	107
Embedded Solution [Member]
Net revenue by segment:
Net revenue by segment	4,244	3,000	8,234	3,997
Segment income/(loss):
Segment income/(loss)	273	75	883	(154)
Depreciation and amortization by segment:
Depreciation and amortization by segment	316	446	631	666
Capital expenditures by segment:
Capital expenditures by segment	$ 152	$ 27	$ 172	$ 69

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SEGMENT INFORMATION (Details) - Schedule of segment reporting information total assets by segment - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Total assets by segment:
Total assets by segment	$ 36,566	$ 38,338
Corporate assets, principally cash and cash equivalents and deferred income taxes	9,454	8,583
Total consolidated assets	46,020	46,921
Network Solutions [Member]
Total assets by segment:
Total assets by segment	11,214	10,442
Test and Measurement [Member]
Total assets by segment:
Total assets by segment	6,522	6,163
Embedded Solution [Member]
Total assets by segment:
Total assets by segment	$ 18,830	$ 21,733

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SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items]
Sales	$ 13,414	$ 11,933	$ 26,678	$ 21,482
Americas [Member]
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items]
Sales	7,982	8,294	16,079	15,259
EMEA [Member]
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items]
Sales	4,485	3,098	8,245	4,621
Asia Pacific [Member]
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items]
Sales	$ 947	$ 541	$ 2,354	$ 1,602