WINLAND ELECTRONICS INC
10QSB, 1996-08-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended:   June 30, 1996
Commission File Number:  0-18393

                            WINLAND ELECTRONICS, INC.
        (Exact name of small business issuer as specified in its charter)

          Minnesota                                              41-0992135
(state or other juris-                                       (I.R.S. Employer
diction of incorporation)                                   Identification No.)

                   1950 Excel Drive, Mankato, Minnesota 56001
               (Address of principal executive offices)(zip code)

               Registrant's telephone number, including area code:
                                 (507) 625-7231

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the latest  practicable  date:  As of August 8, 1996,  the
Registrant had 2,599,911 shares of Common Stock, $.01 par value, outstanding.

         Transitional Small Business Disclosure Format (check one):

         Yes                        No   x





<PAGE>



                          PART I-FINANCIAL INFORMATION

ITEM 1: Financial Statements

                            WINLAND ELECTRONICS, INC.
                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

ASSETS                                           JUNE 30        DECEMBER 31
                                                    1996            1995
                                                ------------  -------------

CURRENT ASSETS:
<S>                                             <C>           <C>

Cash                                            $    16,807   $     2,839
Accounts Receivable, Net                            658,077       995,231
Inventories                                       2,771,746     2,195,042
Prepaid Items                                        30,120        40,924
                                                -----------   -----------
         Total Current Assets                     3,476,750     3,234,036

Property and Equipment, Net                       2,916,125     2,884,759
Property Under Capital Lease, Net                   601,927       426,857
OTHER  ASSETS:
         Intangibles                                  9,329        10,093
                                                -----------   -----------
                  TOTAL ASSETS                  $ 7,004,131   $ 6,555,745

LIABILITIES AND SHAREHOLDERS'  EQUITY

CURRENT LIABILITIES:
         Notes Payable                            1,735,227     1,075,452
         Accounts Payable                           275,810       630,460
         Payroll Taxes Payable                       13,977        11,770
         Wages and Commission Payable                29,700        25,622
         Other Accruals                              62,107        73,126
         Obligations Under Capital Lease            128,837       108,081
         Deferred Revenue                            27,001        27,001
         Current Maturities                          64,213        60,662
                                                -----------   -----------
                  Total Current Liabilities       2,336,872     2,012,174

LONG TERM LIABILITIES:
         Long Term Maturities                     2,110,322     2,086,499
         Obligations Under Capital Lease
         Less: Current Portion                      351,486       300,373
                                                -----------   -----------
                  TOTAL LONG TERM LIABILITIES     2,461,808     2,386,872

OTHER LIABILITIES:
         Deferred Revenue
         Less:Current Portion                       229,508       243,008
                                                -----------   -----------
                  TOTAL LIABILITIES               5,028,188     4,642,054

SHAREHOLDERS' EQUITY:
         Common Stock                                25,999        25,833
         Additional Paid-In Capital               1,918,304     1,917,094
         Retained Earnings                           31,640       (29,236)
                                                -----------   -----------
                  Total Shareholders' Equity      1,975,943     1,913,691

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $ 7,004,131   $ 6,555,745
                                                ===========   ===========

</TABLE>


                                       2

<PAGE>



                            WINLAND ELECTRONICS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       QUARTER ENDED
                                                          JUNE 30
                                                    1996           1995
                                                -----------    -----------

<S>                                             <C>            <C>
NET SALES:                                      $ 1,562,655    $ 1,565,044
         Less, Cost of Goods Sold                (1,252,011)    (1,279,266)
                                                -----------    -----------
         Gross Profit on Sales                      310,644        285,778

OPERATING EXPENSES:
         General and Administrative                 186,575        188,841
         Marketing                                   42,264         57,346
         Research and Development                    74,262         55,609
                                                -----------    -----------
              Total Operating Expenses              303,101        301,796

INCOME BEFORE OTHER INCOME
         AND EXPENSE                                  7,543        (16,018)
                                                -----------    -----------

MISCELLANEOUS INCOME                                 18,936    (        38)
INTEREST EXPENSE                                    (36,176)       (15,829)
                                                -----------    -----------
         TOTAL OTHER INCOME AND EXPENSE             (17,240)       (15,867)
                                                -----------    -----------

NET INCOME BEFORE TAXES                              (9,697)       (31,885)
                                                -----------    -----------

PROVISION FOR INCOME TAXES                           (1,000)       (   733)
                                                -----------    -----------

NET INCOME                                      $   (10,697)   $   (32,618)
                                                ===========    ===========
NET INCOME PER COMMON SHARE                     $    (0.004)   $    (0.013)
                                                ===========    ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
AS OF JUNE 30, 1996 AND 1995                      2,587,833      2,580,702


</TABLE>


                                       3


<PAGE>



                            WINLAND ELECTRONICS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                                      SIX MONTHS ENDED
                                                          JUNE 30
                                                    1996           1995
                                                -----------    -----------

<S>                                             <C>            <C>
NET SALES:                                      $ 3,315,707    $ 3,033,616
         Less, Cost of Goods Sold                (2,612,641)    (2,428,121)
                                                -----------    -----------
         Gross Profit on Sales                      703,066        605,495

OPERATING EXPENSES:
         General and Administrative                 390,730        378,033
         Marketing                                   94,724        107,720
         Research and Development                   134,592         94,260
                                                -----------    -----------
              Total Operating Expenses              620,046        580,013

INCOME BEFORE OTHER INCOME
         AND EXPENSE                                 83,020         25,482
                                                -----------    -----------

MISCELLANEOUS INCOME                                 48,811        (   264)
INTEREST EXPENSE                                    (69,958)       (45,889)
                                                -----------    -----------
         TOTAL OTHER INCOME AND EXPENSE             (21,147)       (46,153)
                                                -----------    -----------

NET INCOME BEFORE TAXES                              61,873        (20,671)
                                                -----------    -----------

PROVISION FOR INCOME TAXES                           (1,000)        (1,466)
                                                -----------    -----------

NET INCOME                                      $    60,873    $   (22,137)
                                                ===========    ===========
NET INCOME PER COMMON SHARE                     $     0.022    $    (0.009)
                                                ===========    ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
AS OF JUNE 30, 1996 AND 1995                      2,585,584      2,580,509


</TABLE>





<PAGE>


                            WINLAND ELECTRONICS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                         SIX MONTHS ENDED  SIX MONTHS ENDED
                                                           JUNE 30, 1996    JUNE 30, 1995
                                                           -------------   ----------------

<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash Received from Customers                              $ 3,653,821    $ 2,901,299
  Interest Received                                              22,171            -0-
  Other miscellaneous operating receipts                         13,293          1,368
  Cash Paid to Suppliers and Employees                       (3,950,303)    (3,062,885)
  Interest Paid                                                (152,250)    (  123,234)
  Income Tax Paid                                              (  1,000)    (    4,928)
                                                             -----------   -----------
    Net Cash (Used) by Operating Activities                    (414,268)    (  288,380)
                                                             -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of Property and Equipment                          (204,084)    (2,434,086)
                                                             -----------   -----------
  Cash Proceeds From Sales of Equipment                             -0-            250
   Net Cash (Used) by Investing Activities                     (204,084)    (2,433,386)
                                                             -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net Advances on Credit Line                                   659,775     (  308,000)
  Proceeds from Debt                                             57,725      2,199,620
  Payments on Debt                                             ( 30,350)    (   23,484)
  Payments on Capital Lease Obligations                        ( 56,206)    (   42,978)
  Sale of Common Stock                                            1,376        887,253
                                                             -----------   -----------
    Net Cash Provided by Financing Activities                   632,320      2,712,411
                                                             -----------   -----------
NET INCREASE IN CASH                                             13,968     (    9,805)
CASH - BEGINNING OF YEAR                                          2,839         17,797
CASH - END OF THE FIRST SIX MONTHS OF 1996                  $    16,807    $     7,992
                                                             -----------   -----------



                RECONCILIATION OF NET INCOME TO NET CASH (USED)
                            BY OPERATING ACTIVITIES


Net Income (Loss)                                           $    60,873    $   (22,137)
Adjustments:
Disposition of Assets                                               155          1,633
Depreciation & Amortization                                     126,330         92,910
Decrease (Increase) in Accounts Receivable                      337,154       (132,317)
(Increase) in Inventory                                        (576,703)      (  1,747)
Decrease (Increase) in Prepaid items                             10,804        (25,758)
(Decrease) in Accounts Payable                                 (354,650)      (118,728)
Increase in Wages Payable                                         4,078          2,742
Increase in Accrued Payroll Taxes                                 2,207          1,474
(Decrease) in Other Accruals                                    (11,019)      ( 82,990)
(Decrease) in Deferred Revenue                                  (13,500)           -0-
(Decrease) in Income Taxes Payable                                  -0-       (  3,462)
                                                             -----------   -----------
Net Cash (Used) by Operating Activities                     $  (414,268)   $  (288,380)
                                                             -----------   -----------

</TABLE>




                                        5


<PAGE>


                            WINLAND ELECTRONICS, INC.
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  JUNE 30,1996
                                    UNAUDITED

NOTE A - BASIS OF PRESENTATION

The  accompanying  unaudited  financial  statements  have been  prepared  by the
Company in accordance with generally accepted accounting principles, pursuant to
the  rules  and  regulations  of the  Securities  and  Exchange  Commission.  In
management's  opinion all  adjustments  necessary to a fair  presentation of the
results for the  interim  period have been  reflected  in the interim  financial
statements. The results of operations for any interim period are not necessarily
indicative of the results for a full year.  Except for those described in Note B
below,  all  such  adjustments  are  of  a  normal  recurring  nature.   Certain
information and footnote  disclosures  normally included in financial statements
have  been  condensed  or  omitted.   Such  disclosures  are  those  that  would
substantially  duplicate  information  contained  in  the  most  recent  audited
financial  statements of the Company,  such as significant  accounting policies,
net operating loss carry-overs, lease and license commitments and stock options.
Management  presumes  that  users of the  interim  statements  have read or have
access to the audited financial statements included in the Company's most recent
annual report on Form 10-KSB.

NOTE B - ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company  maintains an allowance for doubtful  accounts based on the aging of
accounts  receivable.  The balance of the  allowance  for  doubtful  accounts is
$4,831 at June 30, 1996 and $5,000 at December 31, 1995.

NOTE C - INVENTORY

Major  components  of  inventory  at June 30, 1996 and  December 31, 1995 are as
follows:

                                                June 30,     December 31,
                                                   1996          1995
Raw Material................................  $ 1,857,813     $1,458,611
Work in Process.............................    279,209        405,102
Finished Goods..............................      622,148        322,231
Manufacturing, Shipping, and Office Supplies       12,575          9,098
                                                 --------        -------
         Total..............................  $ 2,771,745     $2,195,042
                                                =========      =========

NOTE D - PROPERTY AND EQUIPMENT

Property and  Equipment not under  capital  leases  consists of the following at
June 30, 1996 and December 31, 1995:

                                           June 30,    December 31,
                                             1996           1995
Building..............................  $ 2,324,514    $ 2,268,510
Land..................................      192,640        192,640
Office Equipment......................      243,202        241,431
Research & Development Equipment......      117,294         64,829
Marketing and Display Equipment.......       14,999         14,999
Factory Equipment.....................      426,742        410,570
Land Improvements.....................       77,369         77,369
Accumulated Depreciation..............     (480,635)      (385,589)
                                           ---------      ---------
Net Book Value........................  $ 2,916,125    $ 2,884,759
                                           =========      =========


                                        6

<PAGE>

                            WINLAND ELECTRONICS, INC.
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  JUNE 30,1996
                                    UNAUDITED

NOTE D - CONTINUED

Property and Equipment  under capital  leases  consists of the following at June
30, 1996 and at December 31, 1995:

                                              June 30,    December 31,
                                                1996         1995
                                            ----------     ----------
Factory Equipment.....................      $  649,888     $  447,311
Office Equipment......................          95,754         95,754
Research and Development Equipment....           4,401          4,401
Accumulated Amortization..............        (148,116)      (120,604)
                                             ----------     ----------
Total Leased Property and Equipment,
  Net of Accumulated Amortization.....      $  601,927        426,857

Capital Leases are summarized as follows:

Lease on factory equipment with lease
period expiring May, 2001, at interest
of 9.96%...............................     $  122,372       $    -0-
Lease on factory, office, and R&D equipment
with lease period expiring July, 1997, at
interest of 8%.........................         15,286         21,185
Lease on factory and office equipment with
lease period expiring January, 2000, at
interest of 1% over prime..............        287,965        325,050
Lease on factory equipment with lease
period expiring October, 1998 at interest
of 9.23%...............................         33,311         38,544
Lease on office equipment with lease
period expiring March, 2000 at interest
of 9%..................................         21,389         23,675
Total..................................     $  480,323     $  408,454
Less Current Portion...................       (128,837)      (108,081)
                                             ---------      ---------
Long term Obligation under Capital Leases   $  351,486     $  300,373
                                             =========      =========


NOTE E - SHORT TERM BORROWING

Short Term Borrowing consists of the following at June 30, 1996 and December 31,
1995 balance sheet:

                                            June 30,     December 31,
Norwest Bank-Revolving Credit Line           1996            1995
                                           --------       -------

June 30, 1996 Balance.................   $  1,735,227     $1,075,452
Stated Interest Rate Per Annum........        9.0% *           9.25%
Maximum Amount Outstanding During the
         Quarter.........................$  1,735,227     $1,373,452
Average Amount Outstanding During the
         Quarter........................ $  1,633,560     $  853,529
Unused Credit Available...............   $    264,773     $  126,548
Weighted Average Interest Rate........           9.0%           9.6%

* The stated interest rate per annum is equal to 3/4 of a percent over the prime
rate

                                        7

<PAGE>

                            WINLAND ELECTRONICS, INC.
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  June 30, 1996
                                    UNAUDITED


NOTE E CONTINUED

The interest expense on the revolving loan was $36,176 and $69,958 for the three
and six months ended June 30, 1996, respectively.  Addition interest expense was
reported related to the leased capital  equipment and other long term borrowing.
The interest expense on the leased capital equipment was $95,358 and $18,540 for
the three and six months ended June 30, 1996, respectively. The interest expense
on other long term  borrowing  was  $33,835  and  $67,454  for the three and six
months ended June 30, 1996, respectively.

NOTE F - STOCK OPTIONS AND WARRANTS

As of June 30, 1996,  options to purchase an aggregate of 374,100  shares of the
Company's  Common Stock were granted and  outstanding  under the Company's  1989
Stock Option Plan, and options to purchase 65,000 shares of the Company's Common
Stock granted outside of any plan were outstanding. As of June 30, 1996, options
to  purchase  227,600  shares  granted  under the 1989  Stock  Option  Plan were
exercisable,  and options to purchase  65,000 shares granted outside of any plan
were  exercisable.  The exercise  prices of all  outstanding  options range from
$0.06 to $3.64 per share.

As of June 30, 1996,  warrants to purchase an aggregate of 37,000  shares of the
Company's Common Stock at $2.20 per share were granted and  outstanding,  all of
which warrants are exercisable.



                                        8


<PAGE>


ITEM 2:  Management's Discussion and Analysis or Plan of
             Operation

Results of Operations
Three and six months ended June 30 1996 v.
Three and six months ended June 30 1995

Net Sales:
The Company recorded net sales of $1,562,655 for the three months ended June 30,
1996, a slight decline from $1,565,044 for the same period in 1995. Net sales of
$3,315,707 for the first six months of 1996 showed a 9.3% increase over the same
period  in 1995.  The  increase  in the year to date  sales  was  attributed  to
increased contract design and manufacturing  sales in the first quarter of 1996,
as well as increases in sales of security/industrial products.

The Company's  management  believes that, for the foreseeable  future, net sales
from contract design and manufacturing  services will grow at a faster rate than
security/industrial  products.  In July 1996 the Company obtained a $5.6 million
purchase order from Select  Comfort  Corporation.  The Company  expects to begin
shipping  product with respect to such order in the third  quarter of 1996.  The
Company  continues to direct  considerable  attention toward expanding  customer
relationships  and securing new,  long-term  contract  design and  manufacturing
customer relationships.

Gross Profits:
Gross  profit was $310,644 or 19.9% of net sales for the three months ended June
30,  1996,  compared  to  $285,778  or 18.3% of net sales for the same period in
1995. The increased gross profit margins are attributed in part to the sales mix
during the second quarter of 1996 compared to the same period in 1995.

Gross  profit was  $703,066 or 21.2% of net sales for the six months  ended June
30, 1996,  compared to $605,495 or 20.0% for the same period in 1995. The slight
increase in gross  profit for the first six months was  attributed  to the sales
mix during the period and the effect  that the  non-recurring  costs  associated
with the Company's move to the current  facility had on the gross profit margins
during 1995.

Operating Expenses:
General and  administrative  expense was  $186,575 or 11.9% of net sales for the
three months ended June 30, 1996, a decrease of $2,266 from $188,841 or 12.1% of
net sales for the same period in 1995. General and administrative  expenses were
$390,730 or 11.8% of net sales for the first half of 1996,  compared to $378,033
or 12.5% of net sales for the same period in 1995. As a percentage of sales, the
general and  administrative  expense declined with an actual increase of $12,697
for the first six months of 1996  compared  to the same  period in the  previous
year.  The  additional  expenses  are  associated  with the costs to  support an
increased level of business.

                                       9
<PAGE>

Marketing  expense was  $42,264 or 2.7% of net sales for the quarter  ended June
30,  1996,  compared to $57,340 or 3.7% for the same  period in 1995.  Marketing
reported  expense  of  $94,724  or 2.9% of net sales for the first six months of
1996,  compared to $107,720 for the same period in 1995.  The marketing  expense
for the first six months of 1996 declined  slightly from the first six months of
1995. The nominal decrease in marketing  expenditures for the first half of 1996
reflects  a  temporary   shift  in  efforts  due  to  new  contract  design  and
manufacturing customer relationships in the anticipation of larger OEM orders.

The Company has continued to emphasize the marketing of its security/ industrial
products, while actively pursuing new (and maintaining existing) contract design
and manufacturing relationships.  In the future, the marketing expenditures as a
percentage of sales are expected to approximate the historical levels.

Research and development  expense was $74,262 or 4.8% of net sales for the three
months  ended June 30,  1996,  compared  to $55,609 or 3.6% of net sales for the
same period in 1995.  Research and  development  expense was $134,592 or 4.1% of
net sales for the first six months of 1996,  compared  to $94,260 or 3.1% of net
sales for the same  period  in 1995.  The  increased  research  and  development
expense is  attributed  to increased  technical  staffing  and the  purchases of
technically advanced test and development equipment.  Both the addition of staff
and the  acquisition  of research  and  development  equipment  are  intended to
further  assist the  development  of new products,  the  enhancement of existing
products and to continue to provide full technical and  development  services to
the Company's customers.

The research and development  department has also worked with other  departments
to help identify and secure new contract design and  manufacturing  projects and
customer relationships.

Interest Expense:
Interest  expense  was $36,176 or 2.3% of net sales for the three  months  ended
June 30,  1996,  compared  to $15,829 or 1% of net sales for the same  period in
1995. Interest expense was $69,958 or 2.1% of net sales for the first six months
ended  June 30,  1996,  compared  to  $45,889  or 1.5% of net sales for the same
period in 1995. The increase in interest expense reflected  additional borrowing
needed to support increased sales and inventories.

Net Earnings:
The  Company  recorded  a net loss of $10,697 or $0.004 per share for the second
quarter of 1996,  compared  to a net loss of $32,168 or $0.013 per share for the
same  period in 1995.  For the six  months  ended  June 30,  1996,  the  Company
recorded  net income of $60,873 or $0.023 per share,  compared  to a net loss of
$22,137 or $0.009 for the same period in 1995.  The Company  recorded  increased
sales and  increased net income for the first six months of 1996 compared to the
same period in 1995.  The Company also reported  increased  interest  income and
rental income during the first six months of 1996 compared to the same period in
1995.

The Company  believes  inflation has not  significantly  affected its results of
operations.



                                       10
<PAGE>

Liquidity and Capital Resources

The  current  ratio on June 30,  1996  was 1.49 to 1,  compared  to 1.61 to 1 on
December 31, 1995.  Working capital on June 30, 1996 was $1,139,878  compared to
$1,221,862  on  December  31,  1995.  The  decrease is  primarily  the result of
increased short term borrowing and increased accounts  receivable offset in part
by increased inventories.

The Company has a revolving  credit  agreement  with the Norwest Bank  Minnesota
South  N.A.("Norwest")  with a maximum  loan  limit of  $2,000,000,  subject  to
additional  limitations set forth in the credit agreement.  The interest rate is
calculated at 3/4% over the prime  interest  rate.  At June 30, 1996,  there was
$1,735,227  outstanding  under the line of credit.  The  Company  executed a new
credit  agreement with Norwest in February of 1996, and has moved  substantially
all of its  banking  activities  to  Norwest.  Norwest  is  currently  reviewing
financial  arrangements necessary to assist the Company in meeting its increased
capital needs due to the  substantial  Select Comfort  purchase order awarded to
the Company in July of 1996.  Management believes that it will be able to obtain
an  increase  in its  line of  credit  which,  together  with  cash  flows  from
operations,  will be  sufficient  to meets the  Company's  capital  needs in the
foreseeable future.



                                       11

<PAGE>


                            PART II-OTHER INFORMATION



ITEM 4: Submission of Matters to a Vote of Security Holders

     (a)  The Company held its Annual Meeting on May 9, 1996.

     (b)  Proxies for the Annual Meeting were  solicited  pursuant to Regulation
          14  under  the  Securities   Exchange  Act  of  1934.   There  was  no
          solicitation in opposition to  management's  nominees as listed in the
          proxy statement, and all of such nominees were elected.

          The  shareholders  set the number of directors at six (6) by a vote of
          1,769,088 shares in favor,  with 11,170 shares voted against and 7,850
          shares abstaining.  The following persons were elected to serve as the
          directors  of  the  Company  until  the  next  annual  meeting  of the
          shareholders with the following votes.


                                            Number of               Number of
         Nominee                            Votes For             Votes Withheld

         W. Kirk Hankins                    1,764,008                   9,320
         Swen E. Farland                    1,764,608                   8,720
         Lorin E. Krueger                   1,769,108                   4,220
         Kirk P. Hankins                    1,769,308                   4,020
         S. Robert Dessalet                 1,769,108                   4,220
         Thomas J. de Petra                 1,769,908                   3,420

          The  shareholders  ratified the  appointment of Ahern Montag & Vogler,
          Ltd. as  independent  auditors  for the Company by a vote of 1,770,838
          shares in favor,  with 9,470  shares  voted  against and 7,800  shares
          abstaining.

ITEM 6: Exhibits and Reports on Form 8-K

  (a) See Exhibit Index following the signature page.

  (b) There were no reports on form 8-K for the quarter ended June 30, 1996.

<PAGE>
                                   SIGNATURES


Pursuant  to the  requirement  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.


                                   WINLAND ELECTRONICS, INC.


Dated:  August 9, 1996             By:  /s/ William K. Hankins
                                     William K. Hankins, President, Chief
                                     Executive Officer and Chief Financial
                                     Officer (Principal Executive Officer and
                                     Principal Financial and Accounting Officer)
                                       


                                       13
<PAGE>


                            WINLAND ELECTRONICS, INC.
                          EXHIBIT INDEX TO FORM 10-QSB



For The Quarter Ended
June 30, 1996



Exhibit
Number           Item

11               Statement Re: Computation of per share earnings.


27               Financial Data Schedule (filed only with electronic version).






                                       14



                                                                     EXHIBIT 11
                            WINLAND ELECTRONICS, INC.
                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                         Three Months Ended            Six Months Ended
                                               June 30,                    June 30,
                                          1996       1995            1996          1995
<S>                                    <C>         <C>            <C>          <C>  
Earning:
    Net Income(Loss):                  $ (10,697)  $ (32,618)     $  60,873    $  (22,137)
                                       ---------   ---------      ---------    ----------

Primary Earnings(Loss)Per Share        $  (0.004)  $  (0.013)     $   0.024    $  ( 0.009)
                                       ---------   ---------      ---------    ----------

Shares:
 Weighted average number of
   common shares outstanding           2,587,833   2,580,702      2,585,584     2,580,509
Assuming exercise of options
   and warrants  reduced by the 
   number of shares which could
   have been purchased with the
   proceeds  from  exercise  of
   options and warrants (treasury
   stock method) using average
   market price, except if
   anti-dilutive.                        231,201                    231,201
Weighted average number of
   common and common equivalent
   shares outstanding                  2,819,034   2,580,702      2,816,785     2,580,509
                                       ---------   ---------      ---------    ----------

Fully Diluted Earnings(Loss)
Per Share                              $  (0.004)  $  (0.013)     $   0.022    $   (0.009)
                                       ---------   ---------      ---------    ----------

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5                     
<MULTIPLIER>                  1                
<CURRENCY>                    U.S. Dollars                
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>               DEC-31-1996                
<PERIOD-END>                    JUN-30-1996              
<EXCHANGE-RATE>                            1    
<CASH>                                16,807         
<SECURITIES>                               0         
<RECEIVABLES>                        662,908         
<ALLOWANCES>                           4,831       
<INVENTORY>                        2,771,746           
<CURRENT-ASSETS>                   3,476,750           
<PP&E>                             4,146,803  
<DEPRECIATION>                       628,751  
<TOTAL-ASSETS>                     7,004,131  
<CURRENT-LIABILITIES>              2,336,872  
<BONDS>                            2,461,808  
                      0  
                                0  
<COMMON>                              25,999  
<OTHER-SE>                         1,949,944  
<TOTAL-LIABILITY-AND-EQUITY>       7,004,131           
<SALES>                            3,315,707        
<TOTAL-REVENUES>                   3,364,518  
<CGS>                              2,612,641  
<TOTAL-COSTS>                      3,232,687  
<OTHER-EXPENSES>                      69,958  
<LOSS-PROVISION>                           0  
<INTEREST-EXPENSE>                   155,952   
<INCOME-PRETAX>                       61,873        
<INCOME-TAX>                           1,000  
<INCOME-CONTINUING>                   60,873  
<DISCONTINUED>                             0  
<EXTRAORDINARY>                            0  
<CHANGES>                                  0  
<NET-INCOME>                          60,873  
<EPS-PRIMARY>                          (.024)  
<EPS-DILUTED>                          (.022)       
        

</TABLE>


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