MICRO GENERAL CORP
10-Q, 1995-11-14
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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<PAGE>     1
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                                FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

     For quarterly period ended : September 30, 1995

                                    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 number:  0-8358  

                        Micro General Corporation
          (Exact name of registrant as specified in its charter)

               Delaware                          95-2621545
         (State or other jurisdiction of       (I.R.S. Employer
          incorporation or organization)        Identification Number)
                                     
         1740 Wilshire Ave. Santa Ana, California               92705
         (Address of principal executive offices)               (Zip Code)

                          (714) 667-0557
           Registrant's telephone number, including area code

     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
     periods 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 [   ]

The number of shares outstanding of Common Stock, $.05 Par Value -
1,948,166 shares as of November 13, 1995.

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<PAGE>  2

                        MICRO GENERAL CORPORATION
               FORM 10-Q - QUARTER ENDED SEPTEMBER 30, 1995
                            TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Balance Sheets -- September 30, 1995 and December 31, 1994

         Statements of Operations -- Three months ended September 30,
         1995 and September 30, 1994.

         Statements of Operations -- Nine months ended September 30,
         1995 and September 30, 1994
  
         Statements of Cash Flows -- Nine months ended September 30,
         1995 and September 30, 1994.

         Notes to Financial Statements

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

PART II. OTHER INFORMATION

Item 4.  Other Information

Item 6.  Exhibits and Reports on Form 8-K.

SIGNATURES


All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial statements
or notes thereto.

<PAGE> 3
FINANCIAL STATEMENTS

                        MICRO GENERAL CORPORATION
                               Balance Sheets
                  September 30, 1995 and December 31, 1994
<TABLE>
<CAPTION>
         
                                               September 30, 
                                                  1995        December 31,
                                               (unaudited)        1994
                                               ------------   ------------
  <S>                                          <C>             <C>
                          Assets                                            
  Current assets:                                           
    Cash                                       $   314,173     $   152,848
    Accounts and notes receivable, less 
     allowance for doubtful receivables 
     and sales returns of $ 51,936 at 
     9/30/95 and $81,749 at 12/31/94               461,682         618,434
    Income tax refund receivable                     7,000           7,000
    Inventories (note 2)                         1,069,735       1,140,183
    Prepaid expenses and accrued interest          151,760         277,432
                                                ----------      ----------
     Total current assets                        2,004,350       2,195,897
                                                                 
  Equipment and improvements, net (note 3)         210,426         179,206
  Other assets, net (note 4)                        28,601          44,688
                                                ----------      ----------
                                               $ 2,243,377     $ 2,419,791
                                                ==========      ==========
Liabilities and Stockholders' Equity:                                         
  Current liabilities:                                             
    Note payable to bank (note 6)              $         0     $         0
    Accounts payable                                73,890         296,071
    Accrued expenses                               192,205         228,072
    Deferred revenue                                83,282         159,853
                                                ----------      ----------
     Total current liabilities                     349,377         683,996
                                                                 
Stockholders' equity:                                            
  Preferred stock, $.05 par value; 
  1,000,000 shares authorized no shares issued
  and outstanding at 9/30/95 and 12/31/94.              --              --
                                                                 
  Common stock, $.05 par value; 4,000,000
  shares authorized 1,948,166 shares issued at
  9/30/95 and 1,888,166 shares at 12/31/94
  (note 1)                                          97,408          94,408
  Additional paid-in capital                     4,174,508       4,111,883
  Accumulated deficits                          (2,377,916)     (2,470,496)
                                                -----------     -----------
    Total stockholders' equity                   1,894,000       1,735,795
                                                -----------      ----------
                                               $ 2,243,377     $ 2,419,791
                                                ===========      ==========
<FN>
     See accompanying notes to financial statements.
</TABLE>
<PAGE> 4
                        MICRO GENERAL CORPORATION
                         Statements of Operations
   For the Three Months Ended September 30, 1995 and September 30, 1994
                               (Unaudited)
<TABLE>
<CAPTION>
                                             September 30,  September 30,
                                                 1995           1994          
                                             ------------   ------------
<S>                                          <C>             <C>
Revenues:
  Product sales, net of returns of $84,144 
     in 1995 and $122,810 in 1994            $   424,778     $   650,390 
  Service and rate revenues (note 7)             322,385         182,930 
                                             -----------      ----------
  Total revenues                                 747,163         833,320 
                                                                 
Cost of sales:                                              
  Net product sales                              361,663         514,300 
  Service and rate revenues                      107,802          69,252 
                                             ------------     ----------
  Total cost of sales                            469,465         583,552 
                                             ------------     ----------
    Gross profit                                 277,698         249,768 
                                                                 
Operating expenses:                                         
  Selling, general and administrative            403,624         345,914 
  Engineering and development                    122,104          90,241 
  Provision for doubtful receivables             (42,000)         (9,000)
                                             ------------     -----------
     Total operating expenses                    483,728         427,155 
                                             ------------     -----------  
       Operating loss                           (206,030)       (177,387)
                                                                 
Interest income, net                               6,100           1,904 
                                             ------------     -----------
       Loss before income taxes                 (199,930)       (175,483)
                                                                 
Income taxes  (note 5)                                 0               0 
                                             ------------     -----------
       Net loss                              $  (199,930)     $ (175,483)
                                             ============     ===========

Net loss per common and common 
equivalent share (note 1)                    $     (0.10)     $    (0.09)
                                             ============     ===========
Weighted average shares 
outstanding (note 1)                           1,948,166       1,885,103
                                             ============     ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE> 5
                        MICRO GENERAL CORPORATION
                         Statements of Operations
   For the Nine Months Ended September 30, 1995 and September 30, 1994
                               (Unaudited)
<TABLE>
<CAPTION>
                                             September 30,  September 30,
                                                  1995           1994          
                                             ------------   ------------
<S>                                          <C>            <C>
Revenues:
  Product sales, net of returns of 
     $381,291 in 1995 and $258,750 in 1994)  $ 1,389,666    $ 2,146,964 
  Service and rate revenues (note 7)           2,196,181      1,532,651 
                                             ------------   ------------
       Total revenues                          3,585,847      3,679,615 
                                                                  
Cost of sales:                                              
  Net product sales                            1,156,587      1,687,759 
  Service and rate revenues                      587,855        428,700 
                                             ------------   ------------
       Total cost of sales                     1,744,442      2,116,459 
                                                                  
       Gross profit                            1,841,405      1,563,156 
                                                                  
Operating expenses:                                         
  Selling, general and administrative          1,299,486      1,255,222 
  Engineering and development                    489,276        297,399 
  Provision for doubtful receivables             (29,000)        17,000 
                                             ------------   ------------
       Total operating expenses                1,759,762      1,569,621 
                                             ------------   ------------
       Operating profit (loss)                    81,643         (6,465)
                                               
Interest income, net                              10,937          6,702 
                                             ------------   ------------     
       Earnings before income taxes               92,580            237 
                                                                  
Income taxes  (note 5)                                 0              0 
                                             ------------    -----------     
                    Net earnings             $    92,580     $      237 
                                             ============    =========== 
Net earnings per common and common
  equivalent share (note 1)                  $      0.05     $      0.00 
                                             ============    ===========
Weighted average shares outstanding 
  (note 1)                                     1,939,595       1,883,205 
                                             ============    ===========
<FN>
     See accompanying notes to financial statements.
</TABLE>
<PAGE> 6

                         MICRO GENERAL CORPORATION
                         Statements of Cash Flows
   For the Nine Months Ended September 30, 1995 and September 30, 1994
                               (Unaudited)
<TABLE>
<CAPTION>
                                             September 30,  September 30, 
                                                 1995          1994      
                                             -------------   -------------
<S>                                          <C>             <C>
Cash flows from operating activities:                               
  Net earnings                               $     92,580    $        237 
  Adjustments to reconcile net earnings 
  to net cash provided by operating activities:
    Depreciation and amortization                  76,613          77,857 
    Provision for losses on 
    accounts receivable and sales 
    returns, net of write-offs                    (29,814)          6,326 
  Change in assets and liabilities:                                 
    Decrease in accounts receivable                186,566        236,590 
    (Increase) decrease in inventories              70,448        (86,648)
    Decrease in prepaid expenses                   125,672         40,170 
    Decrease in accounts payable                  (222,181)       (35,063)
    Increase (decrease) in deferred revenue        (76,571)        53,167 
    Decrease in accrued expenses                   (35,867)       (61,238)
                                               ------------    -----------
    Total adjustments                               94,866        231,161 
                                               ------------    -----------
        Net cash provided by operating
        activities                                 187,446        231,398 
                                                                  
Cash flows used in investing activities
  --capital expenditures                           (91,746)       (61,678)
                                                                  
Cash flows from financing activities:                               
  Common stock proceeds, net                        65,625          4,689 
  Repayment of note payable to bank                      0       (100,000)
                                               ------------    -----------
    Net cash used by financing activities           65,625        (95,311)
                                               ------------    -----------
Net increase in cash                               161,325         74,409 
                                                                  
Cash - beginning of year                           152,848         85,513 
                                               ------------    -----------
Cash - end of period                           $   314,173     $  159,922 
                                               ============    ===========
Supplemental disclosures of cash flow 
   information:
    Cash paid during the period for:                                  
        Interest                               $         0     $        0 
                                               ============    ===========
        Income taxes                           $         0     $        0 
                                               ============    ===========
<FN>
  See accompanying notes to financial statements
</TABLE>
<PAGE>  7

MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

  Note 1.  Summary of Significant Accounting Policies

  General

  The operations of Micro General Corporation (the "Company") consist of
  the design, manufacture and sale of computerized parcel shipping
  systems, postal scales and piece-count scales.

  The financial statements presented include, in the opinion of
  management, all adjustments (consisting only of normal recurring
  adjustments) necessary for fair presentation of the results of
  operations for the periods presented.

  The results of operations for the nine months ended September 30, 1995,
  are not necessarily indicative of results that may be expected for any
  other interim period or for the full year ending December 31, 1995.

  Inventories

  Inventories are stated at the lower of cost (first-in, first-out) or
  market (net realizable value).

  Equipment and Improvements

  Equipment and improvements are stated at cost.  Depreciation and
  amortization are provided using the straight-line method over the
  estimated useful life of the equipment and improvements.

  Net Earnings (Per Common Share)

  Net Earnings per common share is computed based on the weighted average
  of common shares outstanding.  The potential exercise of stock options
  is included in the computation of net earnings per common share and
  common share equivalents. 

  Income Taxes

  In February 1992, the Financial Accounting Standards Board issued
  Statement 109, "Accounting for Income Taxes" ("SFAS 109").  The Company
  currently accounts for income taxes under Statement of Financial
  Accounting Standard No. 96, "Accounting for Income Taxes" ("SFAS 96"). 
  Under this method, the Company provides for deferred income taxes using
  an asset and liability approach for transactions which affect pretax
  earnings (loss) for financial and income tax reporting purposes in
  different periods.  The current and deferred tax consequences are
  measured by applying the provisions and rates of enacted tax laws. 
  SFAS 109 also uses the asset and liability method.  The objective of
  the asset and liability method under SFAS 109 is to establish deferred
<PAGE>  8
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

  tax assets and liabilities for the temporary differences between the
  financial reporting basis and the tax basis of the Company's assets and
  liabilities at enacted tax rates expected to be in effect when such
  amounts are realized or settled.

  SFAS was first adopted in the period ended December 31, 1994 and no net
  material impact was recognized for that period or the nine months ended
  September 30, 1995.

  Warranties

  The Company's products are sold with a ninety-day warranty on materials
  and workmanship.  Estimated warranty costs based on historical
  experience are accrued as an expense at the time the products are sold.

  Intangible Assets

  Intangible assets are classified under other assets and are amortized
  on a straight-line basis over periods ranging from 10 to 15 years (see
  note 4).

  Deferred Revenue

  The Company collects fees from its customers in anticipation of future
  rate changes.  Customers prepaying future rate changes receive memory
  chips with the new tariffs without paying an additional charge.  Rate
  change fees are recorded as revenue on a pro rata basis over the
  prepaid period.

  Revenue Recognition

  Product sales are recorded by the Company when products are shipped to
  dealers and customers.  Rate change revenues are recorded by the
  Company at the time memory chips are reprogrammed with new tariffs and
  shipped to the customer.

  Sales Returns

  The majority of the Company's product sales are to its authorized
  dealers who resell the Company's products.  The Company's policy is
  that all sales are final, but dealers may, at the Company's sole
  discretion and subject to a restocking fee, return certain out-of-warranty 
  products in exchange for products of comparable sales value. 
  Additionally, dealers may, at the Company's sole discretion, be
  permitted to return their unopened inventory in the event they or the
  Company terminate their dealership agreement, again subject to a
  restocking fee.  Upon acceptance of returned goods, the Company
  reconditions the goods, at a nominal cost, and restocks them in
  inventory to be sold at a later date.  The Company provides an
  allowance for such returns equal to the estimated gross profit on the
  portion of sales estimated to be returned.  This specific allowance is
<PAGE>  9
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

  a component of the Company's allowance for doubtful receivables and
  sales returns.

  Post Retirement Benefits

  The Company does not have any postretirement benefits falling within
  the scope of Statement of Financial Accounting Standards No. 106,
  "Employers' Accounting for Postretirement Benefits Other Than
  Pensions."

  Note 2.  Inventories

  Inventories are comprised of the following at September 30, 1995 and
  December 31, 1994:
<TABLE>
<CAPTION>
                                    September 30, 1995  December 31, 1994
         <S>                                <C>                <C> 
         Parts & Supplies                   $  775,837         $  753,456
         Purchased finished goods              251,346            292,099
         Consigned inventory                    42,552             94,628
                                            ----------         ----------
                                            $1,069,735         $1,140,183
                                            ==========         ==========
</TABLE>

Note 3.  Equipment and Improvements

       Equipment and improvements are as follows at September 30, 1995
       and December 31, 1994:
<TABLE>
<CAPTION>
                                     September 30, 1995  December 31, 1994
       <S>                                  <C>                  <C> 
       Production equipment, tooling
         and construction in process        $   435,732          $ 424,848
       Office furniture and 
         equipment                              556,694            484,229
       Leasehold improvements                    27,776             19,381
                                            -----------          ---------
                                              1,020,202            928,458
       Less accumulated depreciation
         and amortization                       809,776            749,252
                                            -----------          ---------
                                            $   210,426          $ 179,206
                                            ===========          =========
</TABLE>
<PAGE>  10
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

Note 4.  Other Assets

Other assets are as follows at September 30, 1995 and December 31, 1994:
<TABLE>
<CAPTION>
                               Estimated
                               Useful Life        1995       1994
<S>                             <C>             <C>         <C>  
Excess cost of assets purchased
over fair market value          15 years        $232,531    $232,531
License rights                  10 years          26,382      26,382
Other intangible assets         15 years          23,388      23,388
                                                --------    --------
                                                $282,301    $282,301

Less accumulated amortization                    253,700     237,613
                                                --------    --------
                                                $ 28,601    $ 44,688
                                                ========    ========
</TABLE>
Note 5.  Income Taxes

       The expected income tax expense(benefit) computed by multiplying
       earnings (loss) before income tax expense by the statutory
       Federal income tax rate of 34% differs from the actual income tax
       expense as follows:
<TABLE>
<CAPTION>
                                           September 30,   September 30,
                                                 1995           1994
                                           -------------    -----------
       <S>                                     <C>            <C>
       Expected tax expense                    $ 31,477       $      81
       Utilization of net operating 
         loss carryforward                      (34,477)         (3,081)
       Nondeductible amortization of the 
         excess cost of assets purchased 
         over fair market value                   3,000           3,000 
       State income taxes                             -               - 
                                           -------------     -----------
                                               $      0        $      0 
                                           =============     ===========
</TABLE>
       At September 30, 1995 and December 31, 1994, the Company had available 
       net operating loss carryforwards of approximately $1,649,000 and 
       $228,000 for Federal and state income tax purposes, respectively.  If 
       not used to offset future taxable income, the net operating loss
       carryforwards will expire for income tax purposes at various
       dates through 2009.  The  Company also has investment tax credit
       and research and experimentation credit carryforwards aggregating
       approximately $85,000 which expire during the period 1995 to
       2001.  

<PAGE> 11
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

Note 6.  Notes Payable

       The Company had a line of credit, which expired May 1995, which
       was secured by substantially all of the Company's assets and
       could not exceed 70% of qualifying accounts receivable up to a
       maximum credit line of $500,000.  The interest rate on the line
       of credit was at the bank's prime rate plus 2.0%.  At December
       31, 1994 the Company received a waiver on an existing default
       which was subsequently cured.  A credit commitment letter was
       signed between the Company and a new bank on November 2, 1995, for a
       new line of credit of $600,000 at Wall Street Journal Prime plus
       one and three-quarters percent secured by accounts receivable and 
       inventory balances, as defined in the commitment letter.

Note 7.  Commitments and Contingencies

       Non cancelable operating lease commitments consist principally of
       the lease for the Company's manufacturing and administrative
       facility in California and the research and development facility in
       Connecticut through 1999.   At September 30, 1995, the Company is
       committed to the following noncancelable operating lease
       payments:
<TABLE>
<CAPTION>
           Year ending December
               <S>           <C>
               1995          $   32,164
               1996             131,267
               1997             137,945
               1998             122,123                                                   Thereafter              29,478
                             ----------
                             $  452,977
                             ==========
</TABLE>
       At September 30, 1995 and December 31, 1994, the Company was
       liable for approximately  $180,254 and $185,475, respectively for
       outstanding letters of credit to procure inventory from overseas
       vendors.  These transactions relate solely to transactions
       denominated in U.S. dollars. 

       The Company has a license agreement with Pitney Bowes which
       enables the Company to manufacture  and sell certain products. 
       The license agreement expires in 2004.  Annual expenses for the
       license agreement are minor.

       From time to time, the United State Postal Service ("USPS") and/or
       United Parcel Service ("UPS") change their rates.  For a fee, the
       Company provides its customers with programmable memory chips
       with the new tariffs which can be inserted into the Company's
       products.  In some instances, customers prepay a fee to the
       Company which assures they will receive new programmable memory
       chips for all rate changes which occur within a predetermined
       period.  In other instances, customers incur a fee for each time
<PAGE> 12 
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS

       they decide to procure a new programmable memory chip.  The Company
       experienced a UPS rate change during the nine months ended September 30,
       1995 and September 30, 1994, and a USPS rate change during the nine
       months ending September 30, 1995.  Recorded revenues from rate changes
       totaled approximately $2,042,156 and $1,282,623 respectively.  Gross
       profit totaled $1,662,132 and $1,032,306 also for the same periods.

<PAGE>13

MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
MANAGEMENT DISCUSSION AND ANALYSYS

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

Results of Operations

    Total net product sales decreased $225,612 or 35% in three months ended 
September 30, 1995 ("Q3 1995") compared to the three months ended September 30, 
1994 ("Q3 1994") while service and rate change revenues increased
$139,455 or 76%.  The decrease in net product sales was the main
component in the $86,157 or 10% decrease in total revenue during Q3 1995
as compared to Q3 1994.  The decrease in net product sales of $757,298
or 35% for nine months ended September 30, 1995("YTD 1995") as compared to 
the nine months ended September 30, 1994 ("YTD 1994") was offset by the 
$663,530 or 43% increase in service and rate change revenues for the same 
period. For YTD 1995 and YTD 1994, service and rate change revenues represented
approximately 61% and 42% of total revenue, respectively.  The increase
in rate change revenues for YTD 1995 as compared to YTD 1994, was
primarily a result of a major USPS rate change in Q1 and a minor USPS
rate change in Q3 1995. YTD sales in the retail channel of distribution
decreased $61,611 or 12% as compared to YTD 1994, while the sales in the
historical dealer channel decreased $692,595 or 42%.  This decrease is
primarily the result of United Parcel Services activities to provide free
equipment to a large portion of the Company's customer target market for
shipping room manifest systems.  The decline in the Company's retail
channel sales volume described above, was due to unit price erosion as
well as product mix.  The Company is continuing its efforts to add
products through outside distribution agreements as well as through its 
own research and development efforts.
    YTD 1995 cost of sales for product sales decreased $531,172 or 32%
as compared to the same period in 1994.  The decrease is due to a change
in product mix and a decrease in overall product sales.  The YTD 1995
service and rate change revenue costs increased $161,359 or 38% as
compared to the same period in 1994.  The cost goods increase is due to 
an increase in service and rate change revenues for the same period.
    Gross margin YTD 1995 was 51% compared to 42% for the same
period the prior year.   The increase in gross margin is due to higher 
rate change revenue.
    Operating expenses of the Company in YTD 1995 of $1,759,762 showed
an 12% increase as compared  to YTD 1994.   The primary reason is due to
an increase of $191,877 or 65% in engineering and development expense which 
is a result of research & development work on products to increase the
Company's future product line offering.  Normal operating expenses are
expected to essentially remain the same in future periods.
    The increase in YTD net earnings of $92,343 as compared to the same
period in 1994, is a result of the increase in rate change revenue.  Net
loss for Q3 1995 increased $24,447 or 14% as compared to Q3 1994.  This
increase in the net loss is primarily due to lower net product sales which
decreased $225,612 or 35% as compared to the prior period.

Financial Condition, Liquidity and Capital Resources
    The Company's ability to generate cash depends on rate change
revenue, the sale of inventory and collection of accounts receivable. 
The Company's September 30, 1995 cash balance increased $161,325 or 106% from

<PAGE> 14
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
MANAGEMENT DISCUSSION AND ANALYSYS

December 31, 1994.  The increase is primarily attributable to the cash
generated from prepaid rate change revenue derived from the USPS rate change 
effective January 1995 and September 1995 and the UPS rate change effective
February 1995.  The Company's September 30, 1995 net accounts receivable balance
decreased $156,752 or 25% from December 31, 1994 levels.  This decrease
is due to a decrease in product sales for the YTD 1995 period.
    Working capital was $1,654,973 at September 30, 1995 as compared to
$1,511,901 at December 31, 1994.  The Company's current ratio
at September 30, 1995 was 5.7 as compared to 3.2 at December 31, 1994. 
This change is a result of higher cash balances at September 30, 1995 due
to the Q1 1995 rate changes and lower liabilities at September 30, 1995
which is due to a decrease in deferred rate change agreement revenue as
the agreements are nearing the end their one year term.  These agreements
are expected to be renewed during Q4 1995.   
    The Company's total inventories decreased 70,448 or 6% at September
30, 1995 as compared to December 31, 1994 was due mostly to shipments of rate
change chips which had been accumulated at December 31, 1994.
    The Company had no bank debt or line of credit agreement with a bank
(See note 6, of Notes to the Financial Statements).  The line of credit
previously held by the Company, was based upon certain qualified accounts
receivable balances with maximum availability of $500,000.  A new banking
relationship has been established which is anticipated to include various 
financing arrangements and servicing of the Company's cash requirements. 
A credit commitment letter was signed between the Company with the new bank 
on November 2, 1995.  The credit commitment is for a revolving line of credit 
of $600,000 at Wall Street Journal Prime plus one and three-quarter percent 
secured by accounts receivable and inventory balances, as defined in the 
commitment letter.
    The Company's Q3 1995, current liabilities have decreased 49%
compared to the December 31, 1994 balances.  This is associated with a
decrease in  the Company's accounts payable balance and deferred rate
change agreement revenue as compared to the December 31, 1994 balance.  
    The Company believes future liquidity requirements will be covered
from operations and financing arrangements.  The Company's investment in
capital expenditures for YTD 1995 increased slightly over December 31,
1994 balances.  There were no material commitments for capital
expenditures as of September 30, 1995.  The Company does not anticipate
any significant capital expenditures during the remainder of 1995.
    The Company does not have any material off balance sheet risks at
September 30, 1995.  The Company does not engage in any off balance sheet
financing.

Inflation
    The effect of inflation on operating results has,  historically,
been insignificant.

<PAGE> 15
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
PART II - OTHER INFORMATION


PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION
    
    On July 27, 1995, Mr. Gerald Simmons was named Vice-President of
Sales and Marketing.  Mr. Simmons was formerly with MOS Scale in Costa
Mesa, California.  

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
    a. Exhibits (listed by numbers corresponding to the Exhibit Table of
       Item 601 of Regulation S-K):

       11. Computation of earnings (loss) per share is not provided as
           the calculation can be clearly determined from the material
           contained in Item 1 of Part I.

    b. The Company did not file any reports on Form 8-K during the
              three months ended September 30, 1995.

<PAGE> 16
MICRO GENERAL CORPORATION
FORM 10-Q -- QUARTER ENDED SEPTEMBER 30, 1995
PART II - SIGNATURES

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.


                                     MICRO GENERAL CORPORATION     

Date:  November 13, 1995                /s/   Thomas E. Pistilli         
                                     ---------------------------------
                                     Thomas E. Pistilli
                                     President
                                     Chief Executive Officer
                                     Chief Financial Officer


                                        /s/ Linda I. Morton
                                     ---------------------------------
                                     Linda I. Morton
                                     Controller

<TABLE> <S> <C>

<ARTICLE>   5
<MULTIPLIER>       1
       
<S>                    <C>
<PERIOD-TYPE>          9-MOS
<FISCAL-YEAR-END>                  Dec-31-1995
<PERIOD-START>                     JAN-01-1995
<PERIOD-END>                       SEP-30-1995
<CASH>                             314,173
<SECURITIES>                       0
<RECEIVABLES>                      513,618
<ALLOWANCES>                       51,936
<INVENTORY>                        1,069,735
<CURRENT-ASSETS>                   2,004,350
<PP&E>                             1,020,202
<DEPRECIATION>                     809,776 
<TOTAL-ASSETS>                     2,243,377
<CURRENT-LIABILITIES>              349,377
<BONDS>                            0
<COMMON>                           97,408
              0
                        0
<OTHER-SE>                         4,174,508
<TOTAL-LIABILITY-AND-EQUITY>       2,243,377
<SALES>                            3,585,847
<TOTAL-REVENUES>                   3,585,847
<CGS>                              1,744,442
<TOTAL-COSTS>                      1,744,442
<OTHER-EXPENSES>                   1,788,762
<LOSS-PROVISION>                   (29,000)
<INTEREST-EXPENSE>                 0
<INCOME-PRETAX>                    92,580
<INCOME-TAX>                       0
<INCOME-CONTINUING>                92,580
<DISCONTINUED>                     0
<EXTRAORDINARY>                    0
<CHANGES>                          0
<NET-INCOME>                       92,580
<EPS-PRIMARY>                      .05
<EPS-DILUTED>                      .05
        

</TABLE>


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