FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 33-16453 MICRONETICS WIRELESS, INC. (Exact name of small business issuer as specified in its charter) Delaware 22-2063614 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 26 Hampshire Drive, Hudson NH 03051 (Address of principal executive offices) (603) 883-2900 (Issuer's telephone number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 The number of shares outstanding of the issuer's common stock par value $.01 per share, as of November 4, 1998 was 3,452,888. Transitional Small Business Disclosure Format (check one); Yes No X Page 1 of 13 There is no Exhibit Index. MICRONETICS WIRELESS, INC. INDEX Part I. Financial Information: Page No. Item 1. Financial Statements. Condensed Balance Sheets - 3-4 September 30, 1998 and March 31, 1998 Condensed Statements of Operations- 5 Three Months Ended September 30, 1998 and 1997 Condensed Statements of Operations - 6 Six Months Ended September 30, 1998 and 1997 Condensed Statements of Cash Flows - 7-8 Six Months Ended September 30, 1998 and 1997 Notes to Condensed Financial 9 Statements Item 2. Management's Discussion and Analysis 10-11 of Financial Condition and Result of Operations. Part II. Other Information: Item 2. Submission of Matters to a Vote of 12 Security Holders. Item 6. Exhibits and Reports on Form 8-K. 12 Signature 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Assets September 30, March 31, 1998 1998 --------------------------------- Current assets: Cash $1,084,235 $1,031,625 Receivables Trade (net of allowance for doubtful accounts) 978,415 1,010,219 Inventories (note 2) 1,469,639 1,421,685 Prepaid expenses and other 63,550 37,238 current assets Deferred tax asset - 43,302 Other current assets 78,028 57,338 --------- --------- Total current assets 3,673,867 3,601,407 --------- --------- Fixed assets: Land 162,000 162,000 Building & improvements 850,103 850,009 Furniture, fixtures and 1,351,829 1,324,586 equipment Capitalized leases 82,990 82,990 --------- --------- Gross fixed assets 2,446,922 2,419,585 Accumulated depreciation and (969,750) (898,516) amortization --------- --------- Total (net) fixed assets 1,477,172 1,521,069 --------- --------- Other assets: Deposits 2,863 4,479 Intangibles (net of amortization) 68,174 86,936 --------- --------- Total other assets 71,037 91,415 --------- --------- Total assets 5,222,076 5,213,891 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity September 30, March 31, 1998 1998 ------------------------------ Current liabilities: Short-term loans and capitalized leases $ 120,191 $ 106,471 Accounts payable 193,544 321,713 Accrued expenses and taxes, other 195,402 248,620 than income taxes Subordinated debentures 0 25,000 Income taxes payable 46,504 17,810 --------- --------- Total current liabilities 555,641 719,614 --------- --------- Long term debt: Capitalized leases 24,361 40,308 Notes payable - bank 823,276 868,720 --------- --------- Total long-term debt 847,637 909,028 --------- --------- Shareholders' equity: Common stock 34,529 34,153 Additional paid - in capital 2,540,324 2,535,137 Retained earnings 1,243,945 1,015,959 --------- --------- Total shareholders' equity 3,818,798 3,585,249 --------- --------- Total liabilities and shareholders' equity 5,222,076 5,213,891 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 3 Months Ended September 30, 1998 1997 ------------------------------- Operating revenues $1,149,059 $1,201,432 Cost of operations 683,038 709,300 --------- --------- Gross profit 466,021 492,132 --------- --------- Selling, general and administrative expenses 284,418 310,143 Research & development expense 35,254 58,292 --------- --------- Operating income 146,349 123,697 Other income (expense): Rental income 10,871 15,063 Interest income 9,780 9,310 Interest (expense) (19,672) (16,148) Other income (expense) 12,882 20,158 --------- --------- Total 13,861 28,383 --------- --------- Income before taxes 160,210 152,080 Provision for income taxes 30,064 27,110 --------- --------- Net income $ 130,146 $ 124,970 ========= ========= Net income per share $ 0.04 $ 0.04 ========= ========= Weighted average number of shares outstanding 3,403,688 3,370,753 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) 6 Months Ended September 30, 1998 1997 ------------------------------- Operating revenues $2,202,734 $2,212,131 Cost of operations 1,314,202 1,325,383 --------- --------- Gross profit 888,532 886,748 Selling, general and administrative expenses 521,605 537,704 Research & development expense 88,678 112,612 --------- --------- Operating income 278,249 236,432 Other income (expense): Rental income 30,454 30,125 Interest income 19,316 18,314 Interest (expense) (39,801) (37,652) Other income (expense) 11,764 18,029 --------- --------- Total 21,733 28,816 --------- --------- Income before taxes 299,982 265,248 Provision for income taxes 71,996 58,350 --------- --------- Net income $ 227,986 $ 206,898 ========= ========= Net income per share $ 0.07 $ 0.06 ========= ========= Weighted average number of shares outstanding 3,403,688 3,370,753 ========= ========= MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) 6 Months Ended September 30, 1998 1997 --------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Net income $227,986 $206,898 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 43,302 39,755 Depreciation and amortization 89,994 89,994 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (63,152) (67,823) (Increase) decrease in security deposits and other assets 1,616 (4,391) (Decrease) increase in accounts payable accrued liabilities, notes payable and other current liabilities (163,973) (94,003) ------- ------- Net cash provided by operating activities $135,773 $170,430 ------- ------- MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (CONT.) (UNAUDITED) 6 Months Ended September 30, 1998 1997 ----------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (27,337) $ (42,853) --------- --------- Net cash provided (used) by investment activities (27,337) (42,853) --------- --------- Cash Flows from Financing Activities: (Reduction) of debt and capitalized leases $ (61,390) (42,190) Proceeds from stock options exercised 5,564 3,125 --------- --------- Net cash provided (used) by financing activities (55,826) (39,065) --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 52,610 88,512 Cash and cash equivalents, at beginning of year 1,031,625 961,314 --------- --------- CASH AND CASH EQUIVALENTS, AT END OF QUARTER $1,084,235 $1,049,826 ========= ========= MICRONETICS WIRELESS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 1998 and 1997, the results of operations for the three month and six month periods ended September 30, 1998 and 1997 and cash flows for the six month periods ended September 30, 1998 and 1997. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated condensed financial statements be read in conjunction with the Company's Annual Report on Form 10-KSB for its fiscal year ended March 31, 1998. The results of operations for the three and six month periods ended September 30, 1998 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: September 30, 1998 March 31, 1998 Raw materials and work-in-process $1,129,180 $1,064,264 Finished goods 340,459 357,421 Total $1,469,639 $1,421,685 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations The Company had revenues of $1,149,059 and $1,201,432 for the three months ended September 30, 1998 and 1997, respectively, a decrease of 4.3% compared to the prior period. The Company had net income of $130,146 or $.04 per share, as compared with net income of $124,970 or $.04 per share, for the three month periods ended September 30, 1998 and 1997, respectively. The Company had revenues of $2,202,734 and $2,212,131 for the six months ended September 30, 1998 and 1997, respectively, a decrease of .4% over the prior period. The Company had net income of $227,986 or $.07 per share, and $206,898 or $.06 per share, for the six month periods ended September 30, 1998 and 1997, respectively. Gross profit as a percent of net sales for the three months ended September 30, 1998 was 40.6% compared to 40.9% during the corresponding period of the prior fiscal year. For the six month periods ended September 30, 1998 and 1997, gross profit as a percent of net sales was 40.3% and 40.1%, respectively. Selling, general and administrative expenses ("SGA") as a percent of net sales for the three months ended September 30, 1998 decreased to 24.7% as compared to 25.8% in the prior year. For the six month period ended September 30, 1998, SGA as a percent of net sales decreased to 23.7% from 24.3% in the year earlier period. Research and development expenses ("R&D") as a percent of net sales for the periods presented declined during the current periods as fewer new products were introduced during the current period. Financial Condition The Company's working capital at September 30, 1998 was $3,118,226. It was $2,881,793 at March 31, 1998. The Company's current ratio was 6.6 to 1.0 at September 30, 1998, as compared to 5.0 to 1.0 at March 31, 1998. The Company generated cash from operating activities in the amount of 135,773 during the six months ended September 30, 1998 as compared to $170,430 in the year earlier period. The Company purchased $27,337 of new equipment during the six months ended September 30, 1998, as compared to $42,853 a year ago. The Company used $55,826 for financing activities during the six months ended September 30, 1998, as compared to a use of $39,065 related to the year earlier period. As a result, the Company's cash and cash equivalents increased from $1,049,826 at March 31, 1998 to $1,084,235 at September 30, 1998. With respect to the Year 2000 issue, the Company is in the process of ensuring that all internal computer equipment, telecommunications equipment, computer applications, manufacturing, distribution and business equipment will be Year 2000 compliant. The Company has purchased Year 2000 compliant software and it does not anticipate the costs associated with becoming Year 2000 compliant to have any additional material impact. Safe Harbor Statement Statements which are not historical facts, including statements about the Company's confidence and strategies and its expectations about new and existing products, technologies and opportunities, market and industry segment growth, demand and acceptance of new and existing products are forward looking statements that involve risks and uncertainties. These include, but are not limited to, product demand and market acceptance risks; the impact of competitive products and pricing; the results of financing efforts; the loss of any significant customers of any business; the effect of the Company's accounting policies; the effects of economic conditions and trade, legal, social, and economic risks, such as import, licensing, and trade restrictions; the results of the Company's business plan and the impact on the Company of its relationship with its lender. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 3.1 Certificate of Incorporation of the Company, as amended, incorporated by reference to Exhibit 3.1 to Registration Statement No. 83-16453 (the "Registration Statement"). 3.2 By-Laws of the Company incorporated by reference to Exhibit 3.2 of the Registration Statement. 27 Financial Data Schedule. (b) Reports on Form 8-K. During the quarter ended September 30, 1998, the registrant did not file any reports on Form 8-K. SIGNATURE 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. MICRONETICS WIRELESS, INC. Dated: November 10, 1998 s/Richard S. Kalin Richard S. Kalin, President and (Principal Executive and Financial Officer) N:\RSKLAW\MICRONET\10QSB.S98