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 December 31, 1995 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 registrant 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) (Zip Code) (603) 883-2900 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of December 31, 1995. 2,960,498 shares of common stock, par value $.01 per share. MICRONETICS, INC. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Condensed Balance Sheets - December 31, 1995 and March 3-4 31, 1995 Condensed Statements of Operations- Three Months Ended December 31, 1995 and 1994 5 Condensed Statements of Operations - 6 Nine Months Ended December 31, 1995 and 1994 Condensed Statement of Cash Flows - 7-8 Nine Months Ended December 31, 1995 and 1994 Notes to Condensed Financial 9 Statements Item 2. Management's Discussion and Analysis 10 of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 11 Signature 12 PART I. FINANCIAL INFORMATION MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Assets -------------- December 31, March 31, 1995 1995 ----------------------------- Current assets: Cash $ 144,831 $ 288,015 Receivables Trade (net of allowance for doubtful accounts) 702,632 555,246 Inventories (note 2) 878,686 703,241 Insurance receivable 596,376 574,662 Prepaid expenses and other current assets 22,536 24,126 --------- --------- Total current assets 2,345,061 2,145,290 Property and equipment, net of accumulated depreciation and amortization 410,619 426,417 Other assets 179,672 114,209 Deferred tax asset 92,000 150,000 --------- --------- Total assets $3,027,352 $2,835,916 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity -------------------------------------------- December 31, March 31, 1995 1995 ----------------------------- Current liabilities: Short term loans and capitalized leases $ 70,696 $ 74,643 Accounts payable 211,129 288,322 Accrued expenses and taxes, other 149,673 134,570 than income taxes Subordinated debentures 225,000 -0- Deferred sales -0- 19,200 Income taxes payable 3,235 3,973 --------- --------- Total current liabilities 659,733 520,708 Long Term Debt: Capitalized leases (less current maturities included above); long term debt 130,000 180,283 Subordinated debentures -0- 225,000 Shareholder's equity: Common stock 29,605 28,447 Additional paid - in capital 2,100,242 2,014,784 Retained earnings (deficit) 107,772 (133,306) ---------- --------- Total shareholders' equity 2,237,619 1,909,925 ---------- --------- Total liabilities and shareholders' equity $3,027,352 $2,835,916 ========== ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) -------------------------------------------- 3 Months Ended December 31, 1995 1994 -------------- ---------- Operating revenues $ 905,467 $ 502,751 Cost of operations 545,257 381,158 --------- --------- Gross profit 360,210 121,593 Selling, general and administrative expenses 237,406 139,768 Research & development 29,809 0 --------- --------- Operating income 92,995 (18,175) Other income (expense): Interest income 1,062 1,500 Interest expense (9,500) (10,326) Other income (534) 0 --------- --------- Total (8,972) (8,826) --------- --------- Income before provision for income taxes 84,023 (27,001) Provision for income taxes 14,000 0 --------- --------- Net income 70,023 (27,001) ========= ========= Net income (loss) per share $ 0.02 $ (0.01) ========= ========= Weighted average number of shares outstanding 3,042,690 2,807,044 --------- --------- MICRONETICS WIRELESS, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) -------------------------------------------- 9 Months Ended December 31, 1995 1994 -------------- ---------- Operating revenues $2,743,717 $1,874,527 Cost of operations 1,625,288 1,372,959 --------- --------- Gross profit 1,118,434 501,568 Selling, general and administrative expenses 671,176 420,764 Research & Development 118,942 --------- --------- Operating income 328,316 80,804 Other income (expense): Interest income 2,456 4,707 Interest expense (29,846) (28,066) Other income (1,848) 0 --------- --------- Total (29,239) (23,359) --------- --------- Income before provision for income taxes 299,077 57,445 Provision for income taxes 58,000 0 --------- --------- Net income 241,077 57,445 ========= ========= Net income per share $0.08 $ 0.02 ========= ========= Weighted average number of shares outstanding 3,210,655 2,807,044 ========= ========= MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) -------------------------------------------- 9 Months Ended December 31, 1995 1994 -------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash flows from operating Activities: Net income $ 241,077 57,445 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 85,500 72,815 Changes in assets and liabilities: (Increase) in accounts receivable, prepaid expenses and other current assets (341,240) 130,531 (Increase) decrease in security deposits and other assets (65,463) (128,806) Decrease in deferred tax asset 58,000 (Increase) in insurance receivable (21,714) (810,218) (Decrease) increase in accounts payable accrued liabilities, notes payable and other current liabilities (62,828) (80,390) Increase in inventory reserve 20,000 750,000 Increase (decrease) in deferred sales (19,200) 0 ----------- -------- Net cash provided (utilized) by operating activities $ (105,868) $ (8,733) ========= ========== MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) 9 Months Ended September 30, 1995 1994 -------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (69,702) $ (58,733) --------- --------- Net cash provided (used) by investment activities (69,702) (58,733) --------- --------- Cash Flows from Financing Activities: (Reduction) increase of debt and capitalized leases (54,230) (53,664) Proceeds from stock options exercised 86,616 31,250 Proceeds from issuance of common stock 0 59,367 Proceeds from issuance of subordinated convertible debentures 0 225,000 --------- --------- Net cash provided (used) by financing activities 32,386 261,953 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (143,184) 194,487 Cash and cash equivalents, at beginning of year 288,015 191,894 --------- --------- CASH AND CASH EQUIVALENTS, AT END OF QUARTER $ 144,831 386,381 ========= ========= MICRONETICS, WIRELESS, INC. NOTES TO BE CONDENSED FINANCIAL STATEMENTS Note 1. In the opinion of the Company, the accompany- ing unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of December 31, 1995 and 1994, the results of operations for the three month and nine month periods ended December 31, 1995 and 1994 and cash flows for the nine month periods ended December 31, 1995 and 1994. 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, 1995. The results of operations for the three and nine month periods ended December 31, 1995 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: December 31, 1995 March 31, 1995 Raw materials and work-in-process $560,453 $ 596,095 Finished goods 318,233 107,146 Total $878,686 $ 703,241 Note 3. The Company experienced a flood in November 1994. A portion of the Company's inventory was damaged. The Company believes it is fully insured for this loss. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company had revenues of $905,467 and $502,751 for the three months ended December 31, 1995 and 1994, respectively, an increase of approximately $402,716 or 80% compared to the prior period. The Company had net income of $70,023 or $.02 per share, as compared with a net loss of $27,001, or $.01 per share, for the three month periods ended December 31, 1995 and 1994, respectively. This is a positive swing of $92,024. The Company had revenues of $2,743,717 and $1,874,527 for the nine months ended December 31, 1995 and 1994, respectively, an increase of $869,190 or 46% from the prior period. The Company had net income of $241,077 or $.08 per share, and $57,445, or $.02 per share, for the nine month periods ended December 31, 1995 and 1994, respectively. This is an increase of $183,632 or 319%. Gross profit as a percent of net sales for the three and nine month periods ended December 31, 1995 was 39.8% and 40.8%, respectively, as compared to 24.2% and 26.8%, respectively, during the corresponding periods of the prior fiscal year. This is largely due to a program of seeking larger gross profit margins on commercial products. Selling, general and administrative expenses ("SGA") as a percent of net sales for the three months ended December 31, 1995 was 26.2% as compared to 27.8% in the prior year. For the nine month periods ended December 31, 1995 and 1994, SGA as a percent of net sales increased to 24.5% from 22.4%. The Company increased its SGA expenditures by increasing its marketing activities related to the introduction of its new commercial wireless product line. This was offset by increased sales in the most recent third quarter. Financial Condition The Company's working capital at December 31, 1995 was $1,685,328. It was $1,624,582 at March 31, 1995. The Company's current ratio was 3.6 to 1 at December 31, 1995 and 4.1 to 1 at March 31, 1995. Net cash utilized from operations in the nine months ended December 31, 1995 was $105,868 as compared to $8,733 in the prior year. This was largely due to increased working capital requirements due to increased sales. Net cash utilized from investment activities was $69,702 during the nine months ended December 31, 1995 as compared to $58,733 in the prior year. Net cash provided by financing activities was $32,386 during the nine months ended December 31, 1995 as compared to $261,953 during the prior year. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) During the quarter ended December 31, 1995, 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. (Registrant) Dated: February 7, 1996 s\ Richard S. Kalin Richard S. Kalin, President micro\10-q-dec.95