WELLS GARDNER ELECTRONICS CORP
10-Q, 1996-05-14
COMPUTER TERMINALS
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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                      FORM 10-Q

  (Mark One)
     [X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 for the quarterly period ended  March 31, 1996

                                         or

     [  ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 for the transition period from ____________ to _________

                             Commission File No. 1-8250

                       WELLS-GARDNER ELECTRONICS  CORPORATION
               (Exact name of registrant as specified in its charter)

           ILLINOIS                               36-1944630
  (State or other jurisdiction of      (IRS Employer Identification No.)
  incorporation or organization)       


          2701 North Kildare Avenue, Chicago, Illinois         60639
           (Address of principal executive offices)          (Zip Code)

         Registrant's telephone number, including area code:  (312) 252-8220

       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 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

      As of May 10, 1996, 4,055,176 shares of the Common Stock, $1.00 par value
  of the registrant were outstanding.
<PAGE>
                        WELLS-GARDNER ELECTRONICS CORPORATION

                                      FORM 10-Q

                           For Quarter Ended March 31, 1996


                            PART I - FINANCIAL INFORMATION


  Item 1. 
       Index to Financial Statements:

       Condensed Statements of Earnings (Unaudited)
        - Three Months Ended March 31, 1996 & 1995

       Condensed Balance Sheets (Unaudited)
        - March 31, 1996 & December 31, 1995<PAGE>

       Condensed Statements of Cash Flows (Unaudited)
        - Three Months Ended March 31, 1996 & 1995

       Notes to the Condensed Financial Statements

  Item 2.
       Management's Discussion and Analysis of Financial Condition
       and Results of Operations                

                             PART II - OTHER INFORMATION

  Item 6.
       Exhibits and Reports on Form 8-K 


  SIGNATURE
<PAGE>
<TABLE>
  PART I - FINANCIAL INFORMATION
  
  Item 1. Financial Statements


  WELLS-GARDNER ELECTRONICS CORPORATION
  Condensed Statements of Earnings (Unaudited)

                                      Three Months Ended
                                           March 31,
                                       1996         1995
  <S>                             <C>          <C>
  Net sales                       $ 10,429,000 $  6,157,000

  Cost of sales                      9,274,000    5,704,000
  Selling & administrative expenses    887,000      677,000
  Other expense, net                     3,000       31,000
  Gain on sale of fixed assets             ---     (403,000)

  Total costs                       10,164,000    6,009,000

  Earnings before income taxes         265,000      148,000

  Income taxes                             ---          ---

  Net earnings                    $    265,000 $    148,000

  Earnings per share:

  Net earnings per share          $       0.07 $       0.04

  Weighted average common &
  common equivalent shares
  outstanding                        4,052,676    3,982,053

  See accompanying notes to the condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
  WELLS-GARDNER ELECTRONICS CORPORATION
  Condensed Balance Sheets (Unaudited)

                                   March 31, 1996          December 31, 1995
  <S>                     <C>      <C>            <C>      <C>
  Assets:
     Cash & cash equivalents       $    120,000            $  1,117,000
     Accounts receivable (net)        5,709,000               3,540,000
     Income tax receivable               62,000                  62,000
     Inventory:                                   
       Raw materials      5,205,000               5,562,000
       Work in progress     255,000                 435,000
       Finished goods     2,680,000   8,140,000   2,933,000   8,930,000
     Prepaids & other current assets    311,000                 375,000
       Total current assets          14,342,000              14,024,000

     Property, plant & equipment net  2,478,000               2,546,000

       Total assets                $ 16,820,000            $ 16,570,000

  Liabilities:
     Accounts payable              $  4,402,000            $  3,077,000
     Accrued expenses                   519,000                 734,000
       Total current liabilities      4,921,000               3,811,000
     Long-term note payable           2,000,000               3,125,000

       Total liabilities              6,921,000               6,936,000

  Shareholders' Equity:
     Common stock-authorized
     25,000,000 shares, $1.00 par
     value; 4,052,676 shares issued
     as of March 31, 1996 and as of
     December 31, 1995                4,053,000               4,053,000
     Additional paid in capital       1,097,000               1,097,000
     Retained earnings                5,020,000               4,755,000
     Unearned compensation             (271,000)               (271,000)

       Total shareholders' equity     9,899,000               9,634,000

       Total liabilities &
     shareholders' equity          $ 16,820,000            $ 16,570,000
  
  See accompanying notes to the condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
  WELLS-GARDNER ELECTRONICS CORPORATION
  Condensed Statements of Cash Flows (Unaudited)

                                              Three Months Ended
                                                   March 31,
                                               1996         1995
  <S>                                     <C>           <C>
  Cash flows from operating activities:
    Net earnings                          $    265,000  $    148,000
    Adjustments to reconcile net earnings
    to cash provided by operating activities:
       Depreciation & amortization             109,000       114,000
       Gain on sale of fixed asset                 ---      (403,000)
       Amortization of unearned compensation       ---        23,000
    Changes in current assets & liabilities:
       Accounts receivable                  (2,169,000)    2,379,000
       Inventory                               790,000       998,000
       Prepaid expenses & other assets          64,000       194,000
       Accounts payable                      1,325,000      (798,000)
       Accrued expenses                       (215,000)     (684,000)

  Net cash provided by operating activities    169,000     1,971,000

  Cash flows from investing activities:
       Additions to property, plant &
       equipment                               (41,000)     (140,000)
       Proceeds from sale of fixed assets          ---       601,000

  Net cash provided by (used in)              
  investing activities                         (41,000)      461,000

  Cash flows from financing activities:
       Repayment of note payable            (1,125,000)   (1,925,000)
       Stock options exercised                     ---        74,000

  Net cash used in financing activities     (1,125,000)   (1,851,000)

  Net increase in cash & short-term          
  investments                                 (997,000)      581,000

    Cash & cash equivalents at beginning
    of period                                1,117,000        57,000

    Cash & cash equivalents at end of     
    period                                $    120,000  $    638,000


  Supplemental cash flow disclosure:
       Interest paid                      $     67,000  $     34,000
       Taxes paid                         $        ---  $        ---

  See accompanying notes to the condensed financial statements.
</TABLE>
<PAGE>
                        WELLS-GARDNER ELECTRONICS CORPORATION

  Notes to the Condensed Financial Statements

  1.    In the  opinion  of  management,  the accompanying  unaudited  condensed
  financial statements  contain all adjustments (consisting  of normal recurring
  accruals), which are necessary for a fair statement of results for the periods
  presented.  Certain information and footnote  disclosures normally included in
  the  financial  statements  prepared in  accordance  with  generally  accepted
  accounting principles  have been condensed or  omitted.  It is  suggested that
  these condensed financial  statements be read in conjunction  with the audited
  financial statements and  notes thereto included in the  Company's 1995 annual
  report to shareholders.  The results of operations for the quarter ended March
  31, 1996 are not necessarily indicative  of the operating results for the full
  year.

  2.  Earnings  per common  and  common  equivalent  shares were  calculated  by
  dividing net earnings by the weighted average number of shares of common stock
  and common stock equivalents outstanding.

  3.  Included  in the Company's net  earnings for the three  months ended March
  31, 1995 was  a gain of $403,000, or 10  cents per share, on the  sale of land
  and a building  in the first quarter of 1995.   The sale was  closed and title
  passed on March  30, 1995.  The proceeds  of $670,000 were put  into escrow in
  the Company's name and included in  cash and cash equivalents on the Company's
  December 31, 1995 balance sheet.  The funds were fully released to the Company
  during the first quarter of 1996.

  Item 2. Management's Discussion and Analysis of Financial Condition and
  Results of Operations
   For the first quarter ended March 31, 1996, sales  increased 69.4 percent to
  $10,429,000 from $6,157,000 in the prior year's period.  This increase was due
  to higher  sales to the casino,  coin-operated arcade games, data  display and
  service segments.  Gross operating profit, as a percentage of sales, increased
  to 11.1 percent, or $1,155,000, compared  to 7.4 percent, or $453,000, for the
  same period last year.   This change is attributed to  the higher sales volume
  in  1996.   Selling  and administrative  expenses  increased  31.0 percent  to
  $887,000 from  $677,000 due mainly  to  higher  sales commissions paid  on the
  higher sales volume.  Included in the 1995 quarterly results was a $403,000 or
  10  cents per  share gain  on the  sale of  fixed assets.   Net  earnings were
  $265,000, or seven  cents per share, compared to net  earnings of $148,000, or
  four cents per  share, for the comparable  1995 quarter.  The  Company did not
  recognize any income tax expense in the  1996 period due to the utilization of
  its net operating loss carryforward.

   As  of March  31, 1996,  cash and  cash equivalents  decreased $997,000  from
  December 31, 1995 due mainly  to the release of the cash  in escrow.  Accounts
  receivable increased $2,169,000 to $5,709,000 from  $3,540,000 at December 31,
  1995  due  to the  higher  sales  volume.    Inventory decreased  $790,000  to
  $8,140,000 from $8,930,000 at year end 1995.   As of March 31, 1996, long-term
  notes payable was $2,000,000 compared to the balance of $3,125,000 at December
  31, 1995.  Accounts payable increased $1,325,000 to $4,402,000 from $3,077,000
  at year end 1995 due to the  Company's increased purchases based on its higher
  sales volume.  Accrued expenses decreased  $215,000 to $519,000 from $734,000.
  Working  capital decreased  by $792,000  since year-end  1995, to  $9,421,000,
  while corporate  liquidity continues to  be strong as  evidenced by  a current
  ratio of 2.91 to 1.
<PAGE>
    PART II - OTHER INFORMATION

    Item 6. Exhibits and Reports on Form 8-K
          (a). Exhibits:

          Exhibit 27  Financial Data Schedule

          (b).  Reports on Form 8-K:
          No reports on Form 8-K were filed during the quarter ended
          March 31, 1996.


                                       SIGNATURES

  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.

                                       WELLS-GARDNER ELECTRONICS CORPORATION


  Date:  May 10, 1996                By:  /s/ GEORGE B. TOMA
                                         George B. Toma
                                         Chief Financial Officer and Treasurer

<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             120
<SECURITIES>                                         0
<RECEIVABLES>                                    5,709
<ALLOWANCES>                                       241
<INVENTORY>                                      8,140
<CURRENT-ASSETS>                                14,342
<PP&E>                                           9,414
<DEPRECIATION>                                   6,936
<TOTAL-ASSETS>                                  16,820
<CURRENT-LIABILITIES>                            4,921
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         4,053
<OTHER-SE>                                       5,846
<TOTAL-LIABILITY-AND-EQUITY>                    16,820
<SALES>                                         10,429
<TOTAL-REVENUES>                                10,429
<CGS>                                            9,274
<TOTAL-COSTS>                                   10,161
<OTHER-EXPENSES>                                     3
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  67
<INCOME-PRETAX>                                    265
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                265
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       265
<EPS-PRIMARY>                                     0.07
<EPS-DILUTED>                                     0.07
        

</TABLE>


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