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, 1997 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 October 31, 1997. 3,293,798 shares of common stock, par value $.01 per share. Page 1 of 12 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, 1997 and March 31, 1997 Condensed Statements of Operations- 5 Three Months Ended September 30, 1997 and 1996 Condensed Statements of Operations - 6 Six Months Ended September 30, 1997 and 1996 Condensed Statements of Cash Flows - 7-8 Six Months Ended September 30, 1997 and 1996 Notes to Condensed Financial 9 Statements Item 2. Management's Discussion and Analysis 10 of Financial Condition and Result of Operations Part II. Other Information Item 2. Submission of Matters to a Vote of 11 Security Holders Item 6. Exhibits and Reports on Form 8-K 11 Signature 12 PART I. FINANCIAL INFORMATION MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Assets -------------- September 30, March 31, 1997 1997 ----------------------------- Current assets: Cash $1,049,826 $ 961,314 Receivables Trade (net of allowance for doubtful accounts) 720,278 755,716 Inventories (note 2) 1,272,440 1,151,640 Prepaid expenses and other current assets 28,218 43,348 Deferred tax asset 78,725 118,481 Other current assets 3,811 6,250 --------- --------- Total current assets 3,153,298 3,036,719 Fixed assets: Land 162,000 162,000 Building & improvements 848,809 846,547 Furniture, fixtures and equipment 1,285,530 1,269,938 Capitalized leases 33,500 33,500 --------- --------- Gross fixed assets 2,329,839 2,311,985 Accumulated depreciation and (863,111) (800,030) amortization --------- --------- Total (net) fixed assets 1,466,728 1,511,955 Other assets: Deposits 5,493 1,102 Intangibles (net of amortization) 96,462 98,375 --------- --------- Total other assets 101,955 99,477 --------- --------- Total assets $4,721,981 $4,648,151 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity -------------------------------------------- September 30, March 31, 1997 1997 ----------------------------- Current liabilities: Short term loans and capitalized leases $ 88,950 $ 91,703 Accounts payable 214,602 374,746 Accrued expenses and taxes, other than income taxes 204,244 155,953 Subordinated debentures 25,000 25,000 Income taxes payable 52,221 31,648 --------- --------- Total current liabilities 585,017 679,020 Long term debt: Capitalized leases 7,626 7,616 Notes payable - bank 905,822 948,022 --------- --------- Total long-term debt 913,448 955,638 Shareholders' equity: Common stock 31,937 31,887 Additional paid - in capital 2,396,823 2,393,748 Retained earnings 794,756 587,858 ---------- --------- Total shareholders' equity 3,223,516 3,013,493 ---------- --------- Total liabilities and shareholders' equity $4,721,981 $4,648,151 ========== ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) -------------------------------------------- 3 Months Ended September 30, 1997 1996 -------------- ---------- Operating revenues $1,201,432 $ 935,202 Cost of operations 709,300 524,227 --------- --------- Gross profit 492,132 410,975 --------- --------- Selling, general and administrative expenses 310,143 223,424 Research & development 58,292 46,048 expense --------- --------- Operating income 123,697 141,503 Other income (expense): Rental income 15,063 15,063 Interest income 9,310 1,726 Interest (expense) (16,148) (23,144) Other income (expense) 20,158 (2,318) --------- --------- Total 28,383 (8,673) --------- --------- Income before taxes and extraordinary items 152,080 132,830 Provision for income taxes 22,110 24,800 --------- --------- Income before extraordinary item $ 129,970 $ 108,030 Extraordinary item -- insurance settlement - 98,566 --------- --------- Net income 129,970 206,596 ========= ========= Net income per share Before extraordinary item $ 0.04 $ 0.03 Extraordinary item - 0.03 --------- --------- Net income per share $ 0.04 $ 0.06 ========= ========= Weighted average number of shares outstanding 3,370,753 3,268,858 ========= ========= MICRONETICS WIRELESS, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) -------------------------------------------- 6 Months Ended September 30, 1997 1996 -------------- ---------- Operating revenues $ 2,212,131 $ 1,784,049 Cost of operations 1,325,383 1,005,728 --------- --------- Gross profit 886,748 778,321 Selling, general and administrative expenses 537,704 443,621 Research & development expense 112,612 90,106 --------- --------- Operating income 236,432 244,594 Other income (expense): Rental income 30,125 30,125 Interest income 18,314 2,377 Interest (expense) (37,652) (46,423) Other income (expense) 18,029 (4,571) --------- --------- Total 28,816 (18,492) --------- --------- Income before taxes and extraordinary item 265,248 226,102 Provision for income taxes 53,350 46,000 --------- --------- Income before extraordinary item 209,898 180,102 Extraordinary item -- Insurance settlement - 98,566 --------- --------- Net income $ 209,898 $ 278,668 ========= ========= Net income per share Before extraordinary item $ 0.06 $ 0.06 Extraordinary item - 0.03 --------- --------- Net income per share $ 0.06 $ 0.09 ========= ========= Weighted average number of shares outstanding 3,370,753 3,268,858 ========= ========= MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) -------------------------------------------- 6 Months Ended September 30, 1997 1996 -------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from operating Activities: Net income $ 206,898 $ 278,668 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 39,755 70,000 Depreciation and amortization 89,994 64,614 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (67,823) 30,445 (Increase) decrease in security deposits and other assets (4,391) (1,130) (Increase) decrease in insurance receivable 0 596,376 (Decrease) increase in accounts payable accrued liabilities, notes payable and other current liabilities (94,003) (14,879) Increase (decrease) in deferred sales 0 6,066 -------- --------- Net cash provided (utilized) by operating activities $ 170,430 $ 1,030,160 -------- --------- MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (CONT.) (UNAUDITED) 6 Months Ended September 30, 1997 1996 --------------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (42,853) $ (46,190) --------- --------- Net cash provided (used) by investment activities (42,853) (46,190) --------- --------- Cash Flows from Financing Activities: (Reduction) increase of debt and capitalized leases (42,190) (53,715) Proceeds from stock options exercised 3,125 1,000 Proceeds from issuance of common stock 0 0 Proceeds from issuance of subordinated convertible debentures 0 0 --------- --------- Net cash provided (used) by financing activities (39,065) (52,715) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 88,512 931,255 Cash and cash equivalents, at beginning of year 961,314 146,674 --------- --------- CASH AND CASH EQUIVALENTS, AT END OF QUARTER $ 1,049,826 $ 1,077,929 ========= ========= 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, 1997 and 1996, the results of operations for the three month and six month periods ended September 30, 1997 and 1996 and cash flows for the six month periods ended September 30, 1997 and 1996. 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, 1997. The results of operations for the three and six month periods ended September 30, 1997 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: September 30, 1997 March 31, 1997 Raw materials and work-in-process $ 996,487 $ 974,337 Finished goods 275,953 177,303 Total $ 1,272,440 $ 1,151,640 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company had revenues of $1,201,432 and $935,202 for the three months ended September 30, 1997 and 1996, respectively, an increase of 28.4% compared to the prior period. The Company had net income of $124,970 or $.04 per share, as compared with net income of $206,596 or $.06 per share, for the three month periods ended September 30, 1997 and 1996, respectively. The Company had revenues of $2,212,131 and $1,784,049 for the six months ended September 30, 1997 and 1996, respectively, an increase of 23.9% over the prior period. The Company had net income of $206,898 or $.06 per share, and $278,668 or $.09 per share, for the six month periods ended September 30, 1997 and 1996, respectively. The three and six month periods ended September 30, 1996 included $98,566 or $.03 per share extraordinary gain from an insurance settlement. Gross profit as a percent of net sales for the three months ended September 30, 1997 was 40.9% compared to 43.9% during the corresponding period of the prior fiscal year. For the six month periods ended September 30, 1997 and 1996 gross profit as a percent of net sales was 40.1% and 43.6%, respectively. The decreases during the current periods were due to the introduction of certain new products which required higher start-up manufacturing costs. Selling, general and administrative expenses ("SGA") as a percent of net sales for the three months ended September 30, 1997 increased to 25.8% as compared to 23.9% in the prior year. The Company increased its advertising expenses during the current period. For the six month period ended September 30, 1997, SGA as a percent of net sales decreased to 24.3% from 24.9% in the year earlier period. Research and development expenses ("R&D") as a percent of net sales for the periods presented were approximately the same as a percent of net sales. Financial Condition The Company's working capital at September 30, 1997 was $2,568,281. It was $2,357,699 at March 31, 1997. The Company's current ratio was 5.39 to 1 at September 30, 1997, as compared to 4.47 to 1 at March 31, 1997. The Company generated cash from operating activities in the amount of $170,430 during the six months ended September 30, 1997 as compared to $1,030,160 in the year earlier period. A large part of the increase last year was due to an insurance settlement. The Company purchased $42,853 of new equipment during the six months ended September 30, 1997, as compared to $46,190 a year ago. The Company used $39,065 for financing activities during the six months ended September 30, 1997, as compared to a use of $52,715 related to financing activities during the year earlier period. As a result, the Company's cash and cash equivalents increased from $961,314 at March 31, 1997 to $1,049,826 at September 30, 1997. 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 lenders. PART II - OTHER INFORMATION Item 2. Submission of Matters to a Vote of Security Holders On October 7, 1997, at the Company's Annual Meeting of Shareholders, the Company's shareholders elected management's slate of directors, which included Messrs. Richard S. Kalin, David Siegel, Roy L. Boe and Ms. Barbara Meirisch. Mr. Kalin received 2,280,705 votes for, 0 against and 20,680 withheld. Mr. Siegel received 2,280,705 votes for, 0 against and 21,880 withheld. Mr. Boe received 2,280,705 votes for, 0 votes against and 20,480 withheld. Ms. Meirisch received 2,280,705 votes for, 0 votes against and 21,780 withheld. Item 6. Exhibits and Reports on Form 8-K (b) During the quarter ended September 30, 1997, 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, 1997 s/Richard S. Kalin Richard S. Kalin, President and Chief Financial Officer wp51\MICRONET\10q-sep.O97