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, 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 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 January 12, 2001, 4,067,067 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, 2000 and March 3-4 31, 2000 Condensed Statements of Operations- Nine Months Ended December 31, 2000 and 1999 5 Condensed Statements of Operations - 6 Three Months Ended December 31, 2000 and 1999 Condensed Statement of Cash Flows - 7-8 Nine Months Ended December 31, 2000 and 1999 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 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, 2000 2000 Current assets: Cash $1,605,741 $1,424,988 Receivables (net of allowance for doubtful accounts) 1,496,606 1,007,134 Inventories 2,433,164 2,082,964 Prepaid expenses 121,931 52,553 Deferred tax asset 135,388 185,222 Other current assets 70,438 67,911 Total current assets 5,863,268 4,820,772 Fixed assets: Land 162,000 162,000 Building and improvements 864,554 855,969 Furniture, fixtures and equipment 2,213,263 2,026,007 Capitalized leases 198,266 143,703 Gross fixed assets 3,438,083 3,187,679 Accumulated depreciation and amortization 1,757,781 1,591,111 Total (net) fixed assets 1,680,302 1,596,568 Other assets: Deposits 4,488 4,488 Intangibles (net of amortization) 113,942 122,378 Goodwill 328,945 328,945 Total other assets 447,375 455,811 Total assets $7,990,945 $6,873,151 MICRONETICS WIRELESS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity December 31, March 31, 2000 2000 Current liabilities: Short-term loans and capitalized leases $ 171,207 $ 203,287 Accounts payable 396,890 366,104 Accrued expenses and taxes, other than income taxes 247,096 166,199 Income taxes payable 53,713 7,389 Total current liabilities 868,906 742,979 Long-term debt: Notes payable - bank 777,826 703,362 Total long-term debt 777,826 703,362 Shareholders' equity: Common stock 40,668 39,419 Additional paid - in capital 3,582,088 3,356,870 Retained earnings 2,721,457 2,030,521 Total shareholders' equity 6,344,213 5,426,810 Total liabilities and shareholders' equity $7,990,945 $6,873,151 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended December 31, 2000 1999 Operating revenues $5,570,439 $4,495,300 Cost of operations 3,200,631 2,804,457 Gross profit 2,369,808 1,690,843 Selling, general and administrative expenses 1,288,945 1,175,964 Research and development expense 211,706 99,546 Operating income 869,157 415,333 Other income (expense): Rental income 53,175 43,300 Interest income 39,910 25,789 Interest (expense) (56,274) (57,089) Other income (108,385) 17,846 Total (71,574) 29,846 Income before taxes 797,583 445,179 Provision for income taxes 106,648 47,000 Net income $ 690,935 $ 398,179 Net income per share $ 0.17 $ 0.11 Weighted average number of shares outstanding 4,002,224 3,788,800 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended December 31, 2000 1999 Operating revenues $2,075,585 $1,665,769 Cost of operations 1,098,167 1,097,519 Gross profit 977,418 568,250 Selling, general and administrative expenses 483,438 395,006 Research and development expense 104,433 62,902 Operating income 389,547 110,342 Other income (expense): Rental income 13,462 11,200 Interest income 17,451 8,087 Interest (expense) (18,145) (18,578) Other income (expense) (76,118) 5,615 Total (63,350) 6,324 Income before taxes and extraordinary item 326,197 116,666 Provision for income taxes 21,793 (27,000) Net income $ 304,404 $ 143,666 Net income per share $ .08 $ .04 Weighted average number of shares outstanding 4,002,224 3,788,800 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended December 31, 2000 1999 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Net income $ 690,935 $ 398,179 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset 49,834 12,000 Depreciation and amortization 179,224 164,868 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (915,694) (571,825) (Increase) decrease in security deposits - (3,722) (Decrease) increase in accounts payable, accrued liabilities, notes payable and other current liabilities 125,927 2,835 Net cash provided by operating activities $ 130,226 $ 2,335 MICRONETICS WIRELESS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended December 31, 2000 1999 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (CONTINUED): Cash Flows from Investment Activities: (Additions) to fixed assets $ (250,404) $ (133,784) Net cash provided (used) by investment activities (250,404) (133,784) Cash Flows from Financing Activities: (Reduction) of debt and capitalized leases 74,464 (121,245) Proceeds from stock options exercised 226,467 312,772 Purchase of treasury stock - (111,618) Net cash provided (used) by financing activities $ 300,931 $ 79,909 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 180,753 (51,540) Cash and cash equivalents, at beginning of year 1,424,988 1,164,661 CASH AND CASH EQUIVALENTS, AT END OF QUARTER $1,605,741 $1,113,121 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, 2000 and 1999, the results of operations for the three and nine month periods ended December 31, 2000 and 1999 and cash flows for the nine month periods ended December 31, 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 and nine month periods ended December 31, 2000 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: December 31, 2000 March 31, 2000 Raw materials and work-in-process $2,229,572 $1,882,992 Finished goods 203,592 199,972 Total $2,433,164 $2,082,964 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations The Company had revenues of $2,075,585 and $1,665,769 for the three months ended December 31, 2000 and 1999, respectively, representing an increase of $409,816 or approximately 24.6%. This was largely due to increased sales in the Company's Test Solutions and VCO Products Groups offset by a modest reduction in sales in the Company's Control Components Group. The Company's net income increased to $304,404, or $.08 per share, as compared with net income of $143,666, or $.04 per share, for the three month periods ended December 31, 2000 and 1999, respectively. This represents an increase of $160,738 or approximately 111.8% in the current period. The per share number is based on an increased weighted average number of shares outstanding of 4,002,224 during the current period as compared to 3,788,800 in the year ago period. The Company had revenues of $5,570,439 and $4,495,300 for the nine months ended December 31, 2000 and 1999, respectively, representing an increase of $1,075,139 or approximately 23.9%. This was due to similar reasons as that set forth above for the current quarter. The Company had net income of $690,935, or $.17 per share, and $398,179 or $.11 per share, for the nine month periods ended December 31, 2000 and 1999, respectively. This represents an increase of $292,756 or approximately 73.5% in the current period. Gross profit as a percent of net sales for the three and nine month periods ended December 31, 2000 were 47.1% and 42.5%, respectively, as compared to 34.1% and 37.6%, 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, 2000 was 23.3% as compared to 23.7% in the prior year. For the nine month period ended December 31, 2000, SG&A as a percent of net sales was 23.1% as compared to 26.2% for the prior period. This was due to spreading out SG&A expenses over a larger sales base during the current periods. Research and development ("R&D") expense increased to 5.0% of net sales from 3.8% of net sales for the three months ended December 31, 2000 as compared to the prior year. For the nine month period ended December 31, 2000, R&D expenses increased to 3.8% of net sales as compared to 2.2% of net sales in the corresponding period of the prior year. This was due to increased activity toward developing new products in the Company's Testing Solutions and VCO Products Groups. Financial Condition The Company's working capital at December 31, 2000 was $4,994,362. It was $4,077,793 at March 31, 2000. The Company's current ratio at December 31, 2000 was 6.74 to 1. At March 31, 2000, it was 6.49 to 1. Net cash provided by operations in the nine months ended December 31, 2000 was $130,226 as compared to $2,335 in the prior year. This increase was largely due to increased net income during the current period. Net cash utilized from investment activities was $250,404 during the nine months ended December 31, 2000 as compared to $133,784 used in the prior year. This increase was primarily due to the purchase of new equipment during both periods. Net cash provided by financing activities during the nine months ended December 31, 2000 was $300,931, as compared to $79,909 during the prior year period. This was largely due to proceeds from the exercise of stock options and increases in capitalized leases from the purchase of equipment during the current period, as compared to proceeds from the exercise of stock options offset partially by increased repayment of debt and repurchase of treasury stock during the prior 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 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. (b) Reports on Form 8-K. During the quarter ended December 31, 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: January 25, 2001 By:/s/Richard S. Kalin Richard S. Kalin, President N:\RSKLAW\MICRONET\10Q-DEC.00