FORM 10-QSB/A 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, 2001 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. 4,088,317 shares of common stock, par value $.01 per share as of June 30, 2001. 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, 2001 and March 3-4 31, 2001 Consolidated Condensed Statements of Operations - Three Months Ended June 30, 2001 and June 30, 2000 5 Consolidated Condensed Statement 6-7 of Cash Flows - Three Months Ended June 30, 2001 and June 30, 2000 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, 2001 2001 CURRENT ASSETS: Cash $1,652,798 $1,573,081 Receivables Trade (net of allowance for doubtful accounts) 1,393,690 1,561,157 Inventories (note 2) 2,730,227 2,555,172 Prepaid expenses and other current assets 95,637 88,037 Other current assets 46,311 46,311 TOTAL CURRENT ASSETS 5,918,663 5,823,758 FIXED ASSETS Land 162,000 162,000 Building & improvements 956,246 956,246 Furniture, fixtures, and equipment 2,607,604 2,542,903 Capitalized leases 140,949 146,253 Gross fixed assets 3,866,799 3,807,402 Accumulated depreciation and amortization 1,891,091 1,835,597 TOTAL (NET) FIXED ASSETS 1,975,708 1,971,805 OTHER ASSETS Deposits 960 960 Intangibles (net of amortization) 104,276 107,294 Goodwill 320,471 320,471 TOTAL OTHER ASSETS 425,707 428,725 TOTAL ASSETS $8,320,078 $8,224,288 MICRONETICS WIRELESS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) Liabilities and Shareholders' Equity June 30, March 31, 2001 2001 CURRENT LIABILITIES: Short-term loans and capitalized leases $ 83,460 $ 76,032 Accounts payable 411,022 482,295 Accrued expenses and taxes, other than income taxes 359,624 307,903 Income taxes payable 20,677 26,475 TOTAL CURRENT LIABILITIES 874,783 892,705 LONG-TERM DEBT: Notes payable 662,885 676,426 Capitalized lease obligations 71,192 83,115 TOTAL LONG-TERM DEBT 734,077 759,541 TOTAL LIABILITIES 1,608,860 1,652,246 SHAREHOLDER'S EQUITY: Preferred stock - - Common stock 40,883 40,883 Additional paid - in capital 3,628,917 3,627,406 Retained earnings 3,041,418 2,903,753 TOTAL SHAREHOLDERS' EQUITY 6,711,218 6,572,042 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $8,320,078 $8,224,288 MICRONETICS WIRELESS, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, 2001 2000 Operating revenues $1,784,025 $1,498,822 Cost of operations 1,013,700 946,199 Gross profit 770,325 552,623 Selling, general and administrative expenses 515,299 345,947 Research & development 94,468 62,461 Operating income 160,558 144,215 Other income (expense): Rental income 12,462 21,400 Interest income 8,880 11,800 Interest (expense) (15,874) (15,336) Other income (expense) 841 (9,148) Total 6,309 8,796 Income before provision for income taxes 166,867 153,011 Provision for income taxes 29,202 22,950 Net income $ 137,665 $ 130,061 Net income per share $ 0.03 $ 0.03 Weighted average number of shares outstanding 4,216,739 4,184,567 MICRONETICS WIRELESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended June 30, 2001 2000 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash flows from operating Activities: Net income $137,665 $130,061 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in deferred tax asset - 10,710 Depreciation and amortization 55,493 51,983 Changes in assets and liabilities: (Increase) decrease in accounts receivable, inventories, prepaid expenses and other current assets (15,188) (239,472) (Increase) decrease in security deposits and other assets 3,019 3,016 (Decrease) increase in accounts payable, accrued liabilities, notes payable and other current liabilities (17,922) (38,172) Net cash provided (utilized) by operating activities $163,067 $(81,874) MICRONETICS WIRELESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) (UNAUDITED) Three Months Ended June 30, 2001 2000 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Investment Activities: (Additions) to fixed assets $ (59,397) $ (46,894) Net cash provided (used) by investment activities $ (59,397) (46,894) Cash Flows from Financing Activities: (Reduction) increase of debt and capitalized leases (25,464) (34,196) Proceeds from stock options exercised 1,511 45,094 Net cash provided (used) by financing activities $ (23,953) $ 10,899 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 79,717 $ (117,869) Cash and cash equivalents, at beginning of year 1,573,081 1,424,988 CASH AND CASH EQUIVALENTS, AT END OF QUARTER $1,652,798 $1,307,119 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, 2001 and 2000, the results of operations for the three month periods ended June 30, 2001 and 2000 and cash flows for the three month periods ended June 30, 2001 and 2000. 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, 2001. The results of operations for the three month period ended June 30, 2001 are not necessarily indicative of the results of the full year. Note 2. Inventories are summarized below: June 30, 2001 March 31, 2001 Raw materials and work-in-process $2,515,839 $2,287,365 Finished goods 319,388 372,807 2,835,227 2,660,172 375: Less: allowance for obsolescence (105,000) (105,000) Total $2,730,227 $2,555,172 Item 2. Management's Discussion and Analysis or Plan of Operation. Results of Operations The Company had revenues of $1,784,025 and $1,498,822 for the three months ended June 30, 2001 and 2000, respectively, an increase of $285,203 or 19% in the current period. Gross profit as a percent of net sales increased to 43.2% in the current period from 36.9% during the corresponding period of the prior fiscal year. This was due primarily to product mix. Selling, general and administrative expenses as a percent of net sales for the current period increased to 28.8% from 23.1% during the corresponding period a year ago. This was due primarily to increased selling expenses. Research and development expenses increased to 5.3% of net sales during the current period as compared to 4.1% of net sales a year ago. The Company has increased its new product development activities during the current period. The Company had net income of $137,665, or $.03 per share, as compared to net income of $130,061, or $.03 per share, for the three month periods ended June 30, 2001 and 2000, respectively. The weighted average shares outstanding for the three months ended June 30, 2001 and 2000, were 4,216,739 and 4,184,567, respectively. Financial Condition The Company's working capital at June 30, 2001 was $5,043,880, an increase of $112,827 from $4,931,053, the working capital at March 31, 2001. The Company's current ratio was approximately 6.77 to 1.0 at June 30, 2001; it was approximately 6.52 to 1.0 at March 31, 2001. Net cash of $163,067 was provided by operating activities during the three months ended June 30, 2001 as compared to $81,874 that was used by operating activities during the year earlier period. This was primarily due to net income earned during the period and the collection of receivables. Net cash used by investing activities during the three months ended June 30, 2001 was $59,397 as compared to $46,894 during the year earlier period. This was due to the purchase of new equipment during the current period. Net cash used by financing activities during the three months ended June 30, 2001 was $23,953 as compared to $10,899 provided by financing activities during the year earlier period. As a result of these activities, the Company's cash position increased $79,717 during the current three months as compared to a reduction of $117,869 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, 2001. 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. (b) Reports on Form 8-K During the quarter ended June 30, 2001, 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 22, 2001 By:/s/Richard S. Kalin Richard S. Kalin, President (Principal Executive Officer) N:\ANNE\DATA\MICRO\10-QSB-A.J01