FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 1996 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, 1996. 3,141,438 shares of common stock, par value $.01 per share. MICRONETICS WIRELESS, INC. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Condensed Balance Sheets - December 31, 1996 and March 3-4 31, 1996 Condensed Statements of Operations- Three Months Ended December 31, 1996 and 1995 5 Condensed Statements of Operations - 6 Nine Months Ended December 31, 1996 and 1995 Condensed Statement of Cash Flows - 7-8 Nine Months Ended December 31, 1996 and 1995 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, 1996 1996 ----------------------------- Current assets: Cash $ 969,530 $ 146,674 Receivables (net of allowance for doubtful accounts) 707,278 688,828 Inventories (note 2) 1,023,759 834,209 Insurance receivable 0 596,376 Prepaid expenses and other current assets 40,109 23,793 Deferred tax asset 25,000 25,000 --------- --------- Total current assets 2,765,676 2,314,880 Fixed assets: Land 162,000 162,000 Building and improvements 846,547 840,247 Furniture, fixtures and equipment 1,095,742 988,624 Capitalized leases 118,535 102,535 --------- --------- Gross fixed assets 2,222,824 2,093,406 Accumulated depreciation and (762,535) (674,128) amortization --------- --------- Total (net) fixed assets 1,460,289 1,419,278 Other assets: Deposits 3,780 5,086 Intangibles (net of amortization) 99,762 109,814 Deferred tax asset 69,888 151,391 -------- -------- Total other assets 173,430 266,291 -------- -------- Total assets $4,399,395 $4,000,449 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity -------------------------------------------- December 31, March 31, 1996 1996 ----------------------------- Current liabilities: Short-term loans and capitalized leases $ 83,936 $ 90,982 Accounts payable 261,217 218,046 Accrued expenses and taxes, other than income taxes 129,979 148,455 Subordinated debentures 25,000 25,000 Income taxes payable 7,144 3,815 --------- --------- Total current liabilities 507,276 486,298 Long-term debt: Capitalized leases 22,315 7,978 Notes payable - bank 966,251 947,089 --------- --------- Total long-term debt 988,566 955,067 Shareholders' equity: Common stock 31,414 31,166 Additional paid - in capital 2,351,282 2,335,530 Retained earnings 519,857 192,388 ---------- --------- Total shareholders' equity 2,903,553 2,559,084 ---------- --------- Total liabilities and shareholders' equity $4,399,395 $4,000,449 ========== ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) -------------------------------------------- Three Months Ended December 31, 1996 1995 -------------- ---------- Operating revenues $ 916,207 $ 905,467 Cost of operations 571,487 545,257 --------- --------- Gross profit 344,720 360,210 --------- --------- Selling, general and administrative expenses 217,800 237,406 Research and development 64,903 29,809 expense --------- --------- Operating income 62,017 92,995 Other income (expense): Rental income 15,062 0 Interest income 10,265 1,062 Interest (expense) (22,726) (9,500) Other income (expense) (3,318) (534) --------- --------- Total (717) (8,972) --------- --------- Income before taxes 61,300 84,023 Provision for income taxes 11,500 14,000 --------- --------- Net income $ 49,800 $ 70,023 ========= ========= Net income per share $ 0.02 $ 0.02 ========= ========= Weighted average number of shares outstanding 3,268,858 3,042,690 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) -------------------------------------------- Nine Months Ended December 31, 1996 1995 -------------- ---------- Operating revenues $2,700,256 $2,743,717 Cost of operations 1,577,215 1,625,283 --------- --------- Gross profit 1,123,041 1,118,434 Selling, general and administrative expenses 661,421 671,176 Research and development expense 155,009 118,942 --------- --------- Operating income 306,611 328,316 Other income (expense): Rental income 45,187 0 Interest income 12,642 2,456 Interest (expense) (69,149) (29,846) Other income (expense) (7,889) (1,849) --------- --------- Total (19,209) (29,239) --------- --------- Income before taxes and extraordinary item 287,402 299,077 Provision for income taxes 57,500 58,000 --------- --------- Income before extraordinary item 229,902 241,077 Extraordinary item -- insurance settlement 98,566 - --------- --------- Net income $ 328,468 $ 241,077 ========= ========= Net income per share Before extraordinary item $ 0.07 $ 0.08 Extraordinary item 0.03 - --------- --------- Net income per share $ 0.10 $ 0.08 ========= ========= Weighted average number of shares outstanding 3,268,858 3,120,655 ========= ========= MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) -------------------------------------------- Nine Months Ended December 31, 1996 1995 -------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Net income $ 328,468 $ 241,077 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 81,503 58,000 Depreciation and amortization 98,721 85,500 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (224,316) (341,240) (Increase) decrease in security deposits and other assets 1,306 (65,463) (Increase) decrease in insurance receivable 596,376 (21,714) Increase in inventory reserve 0 20,000 (Decrease) increase in accounts payable accrued liabilities, notes payable and other current liabilities 27,763 (62,828) Increase (decrease) in deferred sales 0 (19,200) --------- ---------- Net cash provided (utilized) by operating activities $ 909,821 $ (105,868) ========= ========== MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended December 31, 1996 1995 -------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (129,418) $ (69,702) --------- --------- Net cash provided (used) by investment activities (129,418) (69,702) --------- --------- Cash Flows from Financing Activities: (Reduction) increase of debt and capitalized leases 26,453 (54,230) Proceeds from stock options exercised 16,000 86,616 Proceeds from issuance of common stock 0 0 Proceeds from issuance of subordinated convertible debentures 0 0 --------- --------- Net cash provided (used) by financing activities 42,453 32,386 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 822,856 (143,184) Cash and cash equivalents, at beginning of year 146,674 288,015 --------- --------- CASH AND CASH EQUIVALENTS, AT END OF QUARTER $ 969,530 $ 144,831 ========= ========= 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, 1996 and 1995, the results of operations for the three and nine month periods ended December 31, 1996 and 1995 and cash flows for the nine month periods ended December 31, 1996 and 1995. 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, 1996. The results of operations for the three and nine month periods ended December 31, 1996 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: December 31, 1996 March 31, 1996 Raw materials and work-in-process $ 783,595 $ 649,657 Finished goods 240,164 184,552 Total $1,023,759 $ 834,209 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company had revenues of $916,207 and $905,467 for the three months ended December 31, 1996 and 1995, respectively, an increase of approximately $10,740 or 1.2% compared to the prior period. The Company had net income of $49,800, or $.02 per share, as compared with net income of $70,023, or $.02 per share, for the three month periods ended December 31, 1996 and 1995, respectively. The Company had revenues of $2,700,256 and $2,743,717 for the nine months ended December 31, 1996 and 1995, respectively, a decrease of $43,461 or 1.6% compared to the prior period. The Company had net income of $328,468, or $.10 per share, and $241,077, or $.08 per share, for the nine month periods ended December 31, 1996 and 1995, respectively. This includes an extraordinary gain of $98,566, or $.03 per share, in the current period. Gross profit as a percent of net sales for the three and nine month periods ended December 31, 1996 was 37.6% and 41.6%, respectively, as compared to 39.8% and 40.8%, respectively, during the corresponding periods of the prior fiscal year. Selling, general and administrative expenses ("SGA") as a percent of net sales for the three months ended December 31, 1996 was 23.8% as compared to 26.2% in the prior year. For the nine month periods ended December 31, 1996 and 1995, SGA as a percent of net sales remained at 24.5% for each year. Financial Condition The Company's working capital at December 31, 1996 was $2,258,400. It was $1,828,582 at March 31, 1996. The Company's current ratio was 5.5 to 1 at December 31, 1996 and 4.76 to 1 at March 31, 1996. Net cash provided by operations in the nine months ended December 31, 1996 was $909,821 as compared to net cash utilized from operations of $105,868 in the prior year. This was largely due to the receipt of payment of the insurance settlement and net income from the period. Net cash utilized from investment activities was $129,418 during the nine months ended December 31, 1996 as compared to $69,702 used in the prior year. The net cash provided by financing activities was $42,453 during the nine months ended December 31, 1996 as compared to $32,386 during the prior year. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) During the quarter ended December 31, 1996, 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: January 31, 1997 s\ Richard S. Kalin Richard S. Kalin, President micronet\10q-dec.96