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, 1999 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 0-17966 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) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: As of February 4, 2000, 3,849,214 shares of the Issuer's common stock, par value $.01 per share, were outstanding. Transitional Small Business Disclosure Format (check one); Yes No X MICRONETICS WIRELESS, INC. INDEX Page No. Part I. Financial Information. Item 1. Financial Statements. Condensed Balance Sheets - December 31, 1999 and March 3-4 31, 1999 Condensed Statements of Operations- Three Months Ended December 31, 1999 and 1998 5 Condensed Statements of Operations - 6 Nine Months Ended December 31, 1999 and 1998 Condensed Statement of Cash Flows - 7-8 Nine Months Ended December 31, 1999 and 1998 Notes to Condensed Financial 9 Statements Item 2. Management's Discussion and Analysis 10-11 of Financial Condition and Results of Operations. Part II. Other Information. Item 2. Changes in Securities and Use of Proceeds. 12 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 December 31, March 31, 1999 1999 Current assets: Cash $ 1,113,121 $1,164,661 Receivables (net of allowance for doubtful accounts) 1,094,353 913,272 Inventories 2,020,256 1,738,128 Prepaid expenses 80,177 50,144 Deferred tax asset 6,102 18,102 Other current assets 148,689 70,106 Total current assets 4,462,098 3,954,413 Fixed assets: Land 162,000 162,000 Building and improvements 855,969 855,969 Furniture, fixtures and equipment 1,964,692 1,830,908 Capitalized leases 182,588 182,588 Gross fixed assets 3,165,249 3,031,465 Accumulated depreciation and amortization (1,530,884) (1,376,840) Total (net) fixed assets 1,634,365 1,654,625 Other assets: Deposits 4,487 765 Intangibles (net of amortization) 70,997 75,497 Goodwill 331,056 337,380 Total other assets 406,540 413,662 Total assets $6,503,603 $6,022,680 MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity December 31, March 31, 1999 1999 Current liabilities: Short-term loans and capitalized leases $ 201,259 $ 225,534 Accounts payable 176,403 196,321 Accrued expenses and taxes, other than income taxes 245,940 243,930 Income taxes payable 37,896 17,153 Total current liabilities 661,498 682,938 Long-term debt: Capitalized leases 18,212 52,053 Notes payable - bank 719,321 782,450 Notes payable - other 81,328 81,328 Total long-term debt 818,861 915,831 Shareholders' equity: Common stock 38,459 37,628 Additional paid - in capital 3,294,476 3,094,153 Retained earnings 1,690,309 1,292,130 Total shareholders' equity 5,023,244 4,423,911 Total liabilities and shareholders' equity $ 6,503,603 $6,022,680 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended December 31, 1999 1998 Operating revenues $4,495,300 $3,297,823 Cost of operations 2,804,457 1,989,724 Gross profit 1,690,843 1,308,099 Selling, general and administrative expenses 1,175,964 799,528 Research and development expense 99,546 109,705 Operating income 415,333 398,866 Other income (expense): Rental income 43,300 46,504 Interest income 25,789 28,265 Interest (expense) (57,089) (58,855) Other income 17,846 15,585 Total 29,846 31,499 Income before taxes 445,179 430,365 Provision for income taxes 47,000 87,466 Net income $ 398,179 $ 342,899 Net income per share $ 0.11 $ 0.10 Weighted average number of shares outstanding 3,788,800 3,403,688 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended December 31, 1999 1998 Operating revenues $1,665,769 $1,095,089 Cost of operations 1,097,519 675,522 Gross profit 568,250 419,567 Selling, general and administrative expenses 395,006 277,923 Research and development expense 62,902 21,027 Operating income 110,342 120,617 Other income (expense): Rental income 11,200 16,050 Interest income 8,087 8,949 Interest (expense) (18,578) (19,054) Other income (expense) 5,615 3,821 Total 6,324 9,766 Income before taxes and extraordinary item 116,666 130,383 Provision for income taxes (27,000) 15,470 Net income $ 143,666 $ 114,913 Net income per share $ .04 $ 0.03 Weighted average number of shares outstanding 3,788,800 3,403,688 MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended December 31, 1999 1998 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Net income $ 398,179 $342,899 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 12,000 43,302 Depreciation and amortization 164,868 134,991 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (571,825) (70,597) (Increase) decrease in security deposits (3,722) 2,796 (Decrease) increase in accounts payable, accrued liabilities, notes payable and other current liabilities 2,835 (199,275) Net cash provided by operating activities $ 2,335 $254,116 MICRONETICS WIRELESS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended December 31, 1999 1998 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets (133,784) $ (36,090) Net cash provided (used) by investment activities (133,784) $ (36,090) Cash Flows from Financing Activities: (Reduction) of debt and capitalized leases (121,245) $ (87,860) Proceeds from stock options exercised 312,772 5,564 Purchase of treasury stock (111,618) 0 Net cash provided (used) by financing activities $ 79,909 $ (82,296) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (51,540) $ 135,730 Cash and cash equivalents, at beginning of year 1,164,661 1,031,625 CASH AND CASH EQUIVALENTS, AT END OF QUARTER $1,113,121 $1,167,355 MICRONETICS WIRELESS, INC. NOTES TO BE 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 December 31, 1999 and 1998, the results of operations for the three and nine month periods ended December 31, 1999 and 1998 and cash flows for the nine month periods ended December 31, 1999 and 1998. 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, 1999. The results of operations for the three and nine month periods ended December 31, 1999 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: December 31, 1999 March 31, 1999 Raw materials and work-in-process $1,709,201 $1,517,966 Finished goods 311,059 220,162 Total $2,020,256 $1,738,128 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations The Company had revenues of $1,665,769 and $1,095,089 for the three months ended December 31, 1999 and 1998, respectively. For the three months ended December 31, 1999, the Company's sales included revenues from its acquisition of Microwave & Video Systems, Inc. (MVS) and increased revenues from its Microwave/Equipment Group, as compared to the prior period. The Company's net income increased to $143,666, or $.04 per share, as compared with net income of $114,913, or $.03 per share, for the three month periods ended December 31, 1999 and 1998, respectively. This is based on an increased weighted average number of shares outstanding of 3,788,800 during the current period as compared to 3,403,688 in the year ago period. The Company had revenues of $4,495,300 and $3,297,823 for the nine months ended December 31, 1999 and 1998, respectively. The Company had net income of $398,179, or $.11 per share, and $342,989 or $.10 per share, for the nine month periods ended December 31, 1999 and 1998, respectively. Gross profit as a percent of net sales for the three and nine month periods ended December 31, 1999 were 34.1% and 37.6%, respectively, as compared to 38.4% and 39.7%, respectively, during the corresponding periods of the prior fiscal year. This was largely due to product mix. Selling, general and administrative ("SG&A") expenses as a percent of net sales for the three months ended December 31, 1999 was 23.7% as compared to 25.4% in the prior year. This was due to spreading out SG&A expenses over a larger sales base during the current period. For the nine month period ended December 31, 1999, SG&A as a percent of net sales was 26.2% as compared to 24.2% for the prior period. Research and development ("R&D") expense increased to 3.8% of net sales from under 2% of net sales for the three months ended December 31, 1999 as compared to the prior year. For the nine month period ended December 31, 1999, R&D expenses were 2.2% of net sales as compared to 3.3% of net sales in the corresponding period of the prior year. Financial Condition The Company's working capital at December 31, 1999 was $3,801,200. It was $3,271,475 at March 31, 1999. The Company's current ratio at December 31, 1999 was 6.7 to 1, and at March 31, 1999 it was 5.8 to 1. Net cash provided by operations in the nine months ended December 31, 1999 was $2,335 as compared to $254,116 in the prior year. This decline was largely due to increases in accounts receivable and inventory during the current period. Net cash utilized from investment activities was $133,784 during the nine months ended December 31, 1999 as compared to $36,090 used in the prior year. This increase was primarily due to the purchase of new demonstration units during the current period. Net cash provided by financing activities during the nine months ended December 31, 1999 was $79,909, as compared to $82,296 used during the prior year. This was largely due to proceeds from the exercise of stock options offset partially by increased repayment of debt and repurchase of treasury stock during the current period. 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. Changes in Securities and Use of Proceeds. (c) Recent Sales of Unregistered Securities. On August 16, 1999 the Company issued a five-year non-incentive stock option to purchase 25,000 shares of Common Stock to a key employee. The option was exercisable at $1.32 per share of Common Stock and was immediately exercisable. This option was exercised in full. 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 December 31, 1999, 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, 2000 By:s/Richard S. Kalin Richard S. Kalin, President N:\RSKLAW\MICRONET\10Q-DEC.99