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 June 30, 2000 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) (Zip Code) (603) 883-2900 (Issuer'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 the latest practical date. 3,966,317 shares of common stock, par value $.01 per share as of July 31, 2000. Page 1 of 12. There is no Exhibit Index. MICRONETICS WIRELESS, INC. INDEX Page No. Part I. Financial Information: Item 1. Financial Statements. Consolidated Condensed Balance Sheets - June 30, 2000 and March 3-4 31, 2000 Consolidated Condensed Statements of Operations - Three Months Ended June 30, 2000 and June 30, 1999 5 Consolidated Condensed Statement 6-7 of Cash Flows - Three Months Ended June 30, 2000 and June 30, 1999 Notes to Consolidated Condensed 8 Financial Statements Item 2. Management's Discussion and Analysis or Plan of Operation. 9-10 Part II. Other Information: Item 6. Exhibits and Reports on Form 8-K. 11 Signature 12 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. MICRONETICS WIRELESS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) Assets June 30, March 31, 2000 2000 CURRENT ASSETS: Cash $1,307,119 $1,424,988 Receivables Trade (net of allowance for doubtful accounts) 1,085,365 1,007,134 Inventories (note 2) 2,218,145 2,082,964 Prepaid expenses and other current assets 76,086 52,553 Deferred tax asset 174,512 185,222 Other current assets 70,438 679,111 TOTAL CURRENT ASSETS 4,931,665 4,820,772 FIXED ASSETS Land 162,000 162,000 Building & Improvements 861,843 855,969 Furniture, Fixtures, and Equipment 2,067,027 2,026,007 Capitalized Leases 143,703 143,703 Gross Fixed Assets 3,234,573 3,187,679 Accumulated Depreciation and Amortization 1,643,095 1,591,111 TOTAL (NET) FIXED ASSETS 1,591,478 1,596,568 OTHER ASSETS Deposits 4,488 4,488 Intangibles (Net of Amortization) 119,362 122,378 Goodwill 328,945 328,945 TOTAL OTHER ASSETS 452,795 455,811 TOTAL ASSETS $6,975,938 $6,873,151 MICRONETICS WIRELESS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity June 30, March 31, 2000 2000 CURRENT LIABILITIES: Short-term loans and capitalized leases $ 178,678 $ 203,287 Accounts payable 264,575 366,104 Accrued expenses and taxes, other than income taxes 217,316 166,199 Income taxes payable 19,629 7,389 TOTAL CURRENT LIABILITIES 680,198 742,979 LONG-TERM DEBT: Notes payable - Bank 693,775 703,362 TOTAL LONG-TERM DEBT 693,775 703,362 SHAREHOLDER'S EQUITY: Common stock 39,652 39,419 Additional paid - in capital 3,401,731 3,356,870 Retained earnings 2,160,582 2,030,521 Treasury stock - - TOTAL SHAREHOLDERS' EQUITY 5,601,965 5,426,810 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,975,938 $6,873,151 MICRONETICS WIRELESS, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, 2000 1999 Operating revenues $1,498,822 $1,342,916 Cost of operations 946,199 817,236 Gross profit 552,623 525,680 Selling, general and administrative expenses 345,947 357,151 Research & development 62,461 30,129 Operating income 144,215 138,400 Other income (expense): Rental income 21,400 16,050 Interest income 11,800 8,980 Interest (expense) (15,336) (19,391) Other income (expense) (9,148) 5,902 Total 8,796 11,541 Income before provision for income taxes 153,011 149,941 Provision for income taxes 22,950 50,000 Net income $ 130,061 $ 99,941 Net income per share $ 0.03 $ 0.03 Weighted average number of shares outstanding 4,184,567 3,765,640 MICRONETICS WIRELESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended June 30, 2000 1999 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash flows from operating Activities: Net income $130,061 $ 99,941 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 10,710 18,102 Depreciation and amortization 51,983 57,108 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (239,472) (202,657) (Increase) decrease in security deposits and other assets 3,016 765 (Decrease) increase in accounts payable, accrued liabilities, notes payable and other current liabilities (38,172) 1,478 Net cash provided (utilized) by operating activities $(81,874) $(25,263) MICRONETICS WIRELESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) (UNAUDITED) Three Months Ended June 30, 2000 1999 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (46,894) $ (15,950) Net cash provided (used) by investment activities $ (46,894) (15,950) Cash Flows from Financing Activities: (Reduction) increase of debt and capitalized leases (34,196) (47,643) Purchase of treasury shares - (38,615) Proceeds from stock options exercised 45,094 6,750 Net cash provided (used) by financing activities $ 10,899 $ (79,508) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (117,869) $ (120,721) Cash and cash equivalents, at beginning of year 1,424,988 1,164,661 CASH AND CASH EQUIVALENTS, AT END OF QUARTER $1,307,119 $1,043,940 MICRONETICS, WIRELESS, INC. NOTES TO CONSOLIDATED 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) which in the opinion of management are necessary in order to present fairly the financial position as of June 30, 2000 and 1999, the results of operations for the three month periods ended June 30, 2000 and 1999 and cash flows for the three month periods ended June 30, 2000 and 1999. 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, 2000. The results of operations for the three month period ended June 30, 2000 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: June 30, 2000 March 31, 2000 Raw materials and work-in-process $2,013,929 $1,882,992 Finished goods 204,216 199,972 Total $2,218,145 $2,082,964 Item 2. Management's Discussion and Analysis or Plan of Operation. Results of Operations The Company had revenues of $1,498,822 and $1,342,916 for the three months ended June 30, 2000 and 1999, respectively, an increase of $155,876 or 11.6% in the current period. Gross profit as a percent of net sales declined to 36.9% in the current period from 39.1% during the corresponding period of the prior fiscal year. This was due primarily to product mix, the move of our VCO Products Group to a new facility and to the shipment of first units on certain orders of the Components Group. Selling, general and administrative expenses as a percent of net sales for the current period decreased to 23.1% from 25.1% during the corresponding period a year ago. Research and development expenses increased to 4.1% of net sales during the current period as compared to 2.2% of net sales a year ago. The Company had net income of $130,001, or $.03 per share, as compared to net income of $99,941, or $.03 per share, for the three month periods ended June 30, 2000 and 1999, respectively. The weighted average shares outstanding for the three months ended June 30, 2000 and 1999, were 4,184,567 and 3,765,640, respectively. Financial Condition The Company's working capital at June 30, 2000 was $4,251,467, an increase of $173,674 from $4,077,793, the working capital at March 31, 2000. The Company's current ratio was approximately 7.25 to 1.0 at June 30, 2000; it was approximately 6.5 to 1.0 at March 31, 2000. Net cash of $81,874 was used for operating activities during the three months ended June 30, 2000 as compared to $25,263 that was used by operating activities during the year earlier period. Net cash used by investing activities during the three months ended June 30, 2000 was $46,894 as compared to $15,950 during the year earlier period. This was due to the purchase of more new equipment during the current period. Net cash provided by financing activities during the three months ended June 30, 2000 was $10,899 as compared to the use of $79,508 during the year earlier period. This was largely due to the exercise of an increased number of stock options in the current period as contrasted with the purchase of treasury stock last year. As a result of these activities, the Company's cash position decreased by $117,869 during the current three months as compared to a reduction of $120,721 in the year ago 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 lender. This report should be read in conjunction with the Company's Annual Report on Form 10-KSB for its fiscal year ended March 31, 2000. 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. 33-16453 (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 June 30, 2000, 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: August 1, 2000 By:/s/Richard S. Kalin Richard S. Kalin, President (Principal Executive Officer)