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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[FEE REQUIRED] for the fiscal year ended December 31, 1995 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[NO FEE REQUIRED] 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 Number)
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1.00 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 15, 1996, 4,052,676 shares of the Common Stock of the registrant
were outstanding.
While it is difficult to determine the number of shares of stock owned by non
affiliates (within the meaning of such term under the applicable regulations of
the Securities and Exchange Commission), the registrant estimates that the
aggregate market value of the registrant's Common Stock held by non affiliates
on March 15, 1996 (based upon an estimate that 71.8% of the shares are so owned
by non affiliates and upon the closing price for the Common Stock on the
American Stock Exchange on such date) was $11,275,558.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for fiscal year ended
December 31, 1995: Parts I & II
Portions of Proxy Statement for Annual Meeting of Shareholders
to be held on April 23, 1996: Part III
PART I
Item 1. BUSINESS
(a) General Development of Business
Wells-Gardner Electronics Corporation (the "Company") designs, manufactures
and markets electronic video products consisting primarily of video monitors.
The Company was incorporated in Illinois in 1925. The Company sells video
monitors to leading manufacturers of coin-operated electronic video games,
state video lottery terminals, video walls, automotive diagnostic equipment,
health club exercise equipment, point of purchase and interactive video
terminals, kiosks, video gaming machines and word processing equipment for
use in video display terminals.
In 1995, the Company continued to make significant progress towards a return
to profitability and continued to reduce its break-even point. The Company's
manufacturing productivity increased in 1995 by 32 percent over 1994. This was
in direct correlation with a much lower process reject rate and the introduction
of 8 new product releases in 1995. Also in 1995, the Company entered the high
margin, high growth video wall, presentation and transportation monitor markets.
The Company's quality continued to improve which resulted in passing the 1995
annual quality audit conducted by the ISO 9001 accreditation agency. Also, the
Company successfully sold approximately 63,000 square feet of excess building
capacity and negotiated its longterm banking agreement with Harris Trust and
Savings Bank.
(b) Financial Information About Industry Segments
The information required by this item on industry segments for
the three fiscal years ended December 31, 1995 is set forth in Exhibit 13 under
the caption "Selected Financial Highlights" and in Note 2 of "Notes to Financial
Statements," which information, is contained in the Company's Annual Report to
Shareholders for the year ended December 31, 1995 and hereby incorporated herein
by reference.
(c) Narrative Description of Business
(c) (i), (ii) and (iii)
PRODUCTS
The Company's primary business is the design, manufacture and
assembly of electronic components which consist of video color monitors and
monochrome monitors and the bonding of touch sensors to open frame monitors.
This business accounted for approximately 98 percent of revenues in 1995, 96
percent of revenues in 1994 and 97 percent of revenues in 1993.
The video monitor product line includes CRT sizes ranging from 3" to 33"
with horizontal scan frequencies from 15kHz to 35kHz. This represents the full
complement of products available in the industry. The Company also customizes
electrical and mechanical capabilities to meet specific customer requirements.
The Company's line of color display monitors have been redesigned over the past
years for higher performance and in an ongoing effort to lower its cost. In
1995, the Company released 8 new products, all which are voltage free. This
allows the products to be plugged in anywhere in the world.
Sales to manufacturers of video lottery terminals accounted for almost 17
percent of total sales in 1995, 23 percent in 1994 and 10 percent in 1993.
Sales to manufacturers of coin-operated arcade game equipment accounted for 37
percent of sales in 1995, 53 percent in 1994 and 83 percent in 1993. Automotive
test and diagnostic equipment sales accounted for just over 6 percent of total
sales in 1995, 6 percent in 1994 and 7 percent in 1993. Also in 1995, newly
created segments, casino gaming, kiosk, bartop and video walls accounted for
approximately 4 percent, 1 percent, 3 percent and 1 percent of sales
respectively, and service sales accounted for 6 percent of total sales.
MANUFACTURING AND ASSEMBLY
The Company's production activities consist primarily of wiring printed
circuit boards, assembling finished units (and to a limited extent
subassemblies), aligning and testing. The Company manufactures a limited
range of electronic components and purchases the majority of such items from
outside sources. A limited number of sources are used for the electronic
components which it purchases, and for its subassemblies and other raw
materials. Chassis subassemblies for use in two-dimensional color monitors
are contracted off shore based on a design developed by the Company. The
Company also optically bonds touch panels to open frame monitors. As the
Company believes is characteristic of other manufacturers in its business,
the Company has been confronted with long lead times and cost increases from
certain suppliers. Three sources supply the Company with almost all of the
chassis subassemblies for its twodimensional color game monitors. A limited
number of sources are utilized for other components for the Company's products.
MARKETING AND SALES
The Company sells products throughout the United States and
internationally. The Company's products are sold primarily through James
Industries, Inc., a sales representative organization. This representation is
currently furnished under a non-exclusive Sales Representation Agreement (See
Item 13. Certain Relationships and Related Transactions). James Industries,
Inc. is headquartered in Inverness, Illinois and also utilizes the services of
regional sub-representative firms.
The Company also has its own sales staff primarily for sales of non-monitor
video products and limited data display products not covered in the non-
exclusive Sales Representation Agreement.
(c) (iv) The Company is licensed on a non-exclusive basis under certain
patents (which patents expire thru 1999) owned by RCA Corporation, covering the
technical and electrical design of color display and video monitor chassis.
Fees under these licenses are based on the number of units shipped and amounted
to less than 0.3% of total 1995 revenue. Although certain of these licenses may
expire in the future, it has been the experience of the Company to renew such
licenses on substantially the same terms. However, failure of the Company to
obtain renewal of any of these licenses could have a materially adverse effect
on its business.
(c) (v) The Company's business is generally not seasonal.
(c) (vi) The Company has no unique or unusual practices relating to
working capital items.
(c) (vii) The Company's video game monitors are currently sold to a large
number of customers. The Company derived 15 percent, 19 percent and 15 percent
of total revenue from WMS Industries, respectively, during 1995, 1994 and 1993.
In 1993, the Company derived 11 percent of total revenue from Dynamo
Corporation.
(c) (viii) Year-end backlog in 1995 grew to over 50,000 monitors representing
nearly 6 months sales and was 150 percent larger than the backlog at the end
of 1994. It is the Company's experience that well over 90 percent of backlog
results in revenue recognition.
(c) (ix) No material portion of the Company's business is subject to re-
negotiation of profits or termination of contracts or subcontracts at the
election of the Government.
(c) (x) The Company encounters intense competition from many domestic and
foreign manufacturers. Due to the nature of its business and the absence of
reliable industry statistics, the Company cannot estimate its position in
relation to its competitors. However, the Company recognizes that some
competitors have greater financial and personnel resources, handle more
extensive lines of products, operate larger facilities and price some products
more competitively than the Company. Although the Company believes that the
prices of its products are competitive, it endeavors to meet competition
primarily through the quality of its product line, service and delivery
reliability and new product innovations.
(c) (xi) During 1995, the Company spent approximately $1,506,000 for product
engineering and design research, compared to $1,393,000 in 1994 and $1,611,000
in 1993.
(c) (xii) Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, has no material
effect upon the capital expenditures, earnings and competitive position of the
Company.
(c) (xiii) At December 31, 1995, the Company employed approximately 143
persons.
(d) Export sales were 20 percent of sales in 1995, 20 percent in 1994 and
14 percent in 1993.
Item 2. PROPERTIES
The Company's plant, which is owned by the Company, is located
at 2701 N. Kildare Avenue in Chicago, Illinois. It has approximately 207,000
square feet of floor space. Not less than 100,000 of the 207,000 square feet of
the plant are at any time dedicated to production. Offices for administration,
sales and engineering are also located in the plant. The plant is in good
condition, is well maintained, and currently has excess production capacity. In
1995, the plant operated at an average 50% capacity. The plant is not subject
to any material encumbrance. In 1995, the Company sold approximately 63,000
square feet of excess building capacity.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's shareholders
during the fourth quarter of 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year First
Elected As An
Name Office Age Executive Officer
Anthony Spier Chairman of the Board, President
and Chief Executive Officer 52 1994
Randall S. Wells Executive Vice President and
General Manager 44 1980
Richard L. Conquest Vice President of Finance, Chief
Financial Officer, and Secretary 46 1987
Larry Mahl Director of Materials 48 1989
John S. Pircon Vice President of Marketing
and Engineering 37 1994
Kathleen E. Hoppe Director of Management
Information Systems 50 1994
Mark E. Komorowski Director of Service 30 1994
Eugene C. Ahner Director of Human Resources 59 1994
Unless otherwise indicated, each executive officer has served in various
executive capacities with the Company for the past five years.
Anthony Spier joined the Company in April 1994 as Chairman of the Board,
President and Chief Executive Officer. Before joining the Company, Mr. Spier
was President of OCE Bruning, a manufacturer of drafting equipment and supplies
from 1990 to 1994. Prior thereto, Mr. Spier was Vice President of AM
International and President of Bruning Corporation, a division of AM
International from 1982 to 1990.
John S. Pircon joined the Company in 1987 and was elected Vice President of
Marketing and Engineering in August 1995. Mr. Pircon was previously elected
Director of Engineering in April 1994. Prior to joining the Company, Mr. Pircon
was Vice President of Sales and Marketing with Energetec Systems, Inc., a power
supply design and manufacturing company.
Kathleen E. Hoppe joined the Company in 1970 as Manager of Electronic Data
Processing and was elected Director of Management Information Systems in August
1994. Prior to joining the Company, Mrs. Hoppe worked as a control clerk for
Sears Roebuck and Company, a retail department chain.
Mark E. Komorowski joined the Company in 1990 as Controller and was elected
Director of Service in August 1994. Prior to joining the Company, Mr.
Komorowski was a senior auditor with Laventhol & Horwath from 1987 to 1990.
Eugene C. Ahner joined the Company in April 1992 as Personnel Manager and was
elected Director of Human Resources in August 1994. Prior to joining the
Company, Mr. Ahner was Director of Human Resources and Secretary of Pheoll
Manufacturing Company from 1985 to 1992. Prior thereto, Mr. Ahner held various
personnel position with Allied Products Corporation from 1979 to 1985.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDERS
MATTERS.
The information required by this Item is set forth in Exhibit 13 under the
caption "Common Share Market Price and Dividends," which information is
contained in the Company's Annual Report to Shareholders for the year ended
December 31, 1995, and which information is hereby incorporated herein by
reference.
Item 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in Exhibit 13 under the
caption "Selected Financial Highlights," which information is contained in the
Company's Annual Report to Shareholders for the year ended December 31, 1995,
and which information is hereby incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is set forth in Exhibit 13 under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is contained in the Company's
Annual Report to Shareholders for the year ended December 31, 1995, and which
information is hereby incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements together with the notes thereto are set
forth in Exhibit 13, which information is contained in the Company's Annual
Report to Shareholders for the year ended December 31, 1995, and which
information is hereby incorporated herein by reference.
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for years ended December 31, 1995, 1994 and 1993
Statements of Shareholders' Equity for years ended December 31, 1995, 1994
and 1993
Statements of Cash Flows for years ended December 31, 1995, 1994 and 1993
Notes to Financial Statements
Independent Auditors' Report
Albert S. Wells, Jr. Tribute, Board of Directors and Officers
Quarterly financial data for the years ended December 31, 1995 and 1994 are
set forth in Exhibit 13 in Note 11 of Notes to Financial Statements and are
contained in the Company's Annual Report to Shareholders for the year ended
December 31, 1995, and which information is hereby incorporated herein by
reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
a. Directors
The information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 23, 1996,
under the captions "Election of Directors" and "Compliance with Section 16(a)
of the Exchange Act," which information is hereby incorporated herein by
reference.
b. Executive Officers
Reference is made to "Executive Officers of the Registrant" in Part I hereof.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 23, 1996,
under the captions "Summary Compensation Table," "Option Grants in 1995,"
"Aggregated Option Exercises in 1995 And Option Values at December 31, 1995,"
"Election of Directors - Board Compensation," "Compensation Committee
Interlocks and Insider Participation," which information is hereby incorporated
herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 23, 1996,
under the caption "Securities Beneficially Owned by Principal Shareholders and
Management," which information is hereby incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 23, 1996,
under the caption "Compensation Committee Interlocks and Insider Participation,"
which information is hereby incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a. (1) Financial Statements The information required by this Item is set
forth in Part II, Item 8 of this Report. The Independent Auditor's Report is
set forth following the Financial Statement Schedules referred to under (2)
below.
(2) Financial Statement Schedules The information required by this Item
is set forth following the signature page of this Report.
(3) Exhibits
The following exhibits are filed herewith:
3.1. Articles of Incorporation of the Company, as amended, filed as Exhibit
3.1 of the Company's Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
3.2. By-Laws of the Company, as amended, filed as Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
*10.1. Wells-Gardner Electronics Corporation Amended and Restated Incentive
Stock Plan, as amended, filed as Appendix A to the Company's Proxy Statement for
Annual Meeting of Shareholders held on April 23, 1995 and incorporated herein by
reference.
10.2. Sales Representative Agreement among the Company, James Industries, Inc.
and James J. Roberts Jr. dated February 29, 1996.
*10.3. Amended Employment Agreement dated February 29, 1996, between the
Company and Anthony Spier.
10.4. License Agreement dated January 1, 1995, between the Company and RCA
Corporation.
*10.5. Employment contract dated June 12, 1989, between the Company and Larry
Mahl, filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989, and incorporated herein by reference.
*10.6. Employment contract dated April 26, 1994, between the Company and
Randall S. Wells, filed as Exhibit 10.2 of the Company's Form 10-Q dated
June 30, 1994 and incorporated herein by reference.
10.7. Agreement dated July 1, 1995, between the Company and Local 1031,
I.B.E.W., AFL-CIO.
*10.8. Employment contract dated April 26, 1994, between the Company and
Richard L. Conquest, filed as Exhibit 10.3 of the Company's Form 10-Q dated
June 30, 1994 and incorporated herein by reference.
*10.9. Wells-Gardner Electronics Corporation Employee 401K Plan dated January
1, 1990 and Amendment 1 dated February 11, 1992, and Amendment 2 dated January
20, 1994, filed as Exhibit 10.10 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 and incorporated herein by reference.
10.11. Voting Rights Agreement dated February 29, 1996, among the Company,
Albert S. Wells, Jr., Randall S. Wells, Anthony Spier, Allan Gardner, John R.
Blouin, James Industries, Inc., and James J. Roberts, Jr., individually and
as Trustee of James J. Roberts, Trust, UTA dated December 23, 1991.
*10.12. Wells-Gardner Electronics Corporation 1996 Nonemployee Director Plan,
filed as Annex A to the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 23, 1996, and incorporated herein by reference.
13. Certain portions of the Company's Annual Report to Shareholders for the
year ended December 31, 1995 as specified in Part I and II hereof to be
incorporated by reference in this Annual Report on Form 10-K.
23. Accountants' consent.
27. Financial Data Schedule
*Management contract or compensatory plan or arrangement.
b. Reports on Form 8-K No reports on Form 8-K were filed during the last
quarter ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ ANTHONY SPIER February 29, 1996
Anthony Spier Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
Signature Title Date
/s/ ANTHONY SPIER Chairman of the Board, President
Anthony Spier and Chief Executive Officer February 29, 1996
/s/ ALBERT S. WELLS, JR.
Albert S. Wells, Jr. Director February 29, 1996
/s/ ALLAN GARDNER
Allan Gardner Director February 29, 1996
/s/ JOHN R. BLOUIN
John R. Blouin Director February 29, 1996
/s/ JAMES J. ROBERTS, JR.
James J. Roberts, Jr. Director February 29, 1996
/s/ WILLIAM DE NICOLO
William L. DeNicolo Director February 29, 1996
/s/ WAYNE HARRIS
Wayne Harris Director February 29, 1996
/s/ ERNEST R. WISH
Ernest R. Wish Director February 29, 1996
FINANCIAL SCHEDULES
Schedules not included with this additional financial data have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereof.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Balance at Balance at
Beginning (1) (2) (3) End of
Year of Period Additions Deductions Other Period
1993 312,830 0 1,424 (84,000) 227,406
1994 227,406 0 9,759 0 217,647
1995 217,647 210,0000 129,781 0 297,866
(1) Provision for bad debt
(2) Accounts receivable written off against the allowance.
(3) In 1993, $84,000 of this provision was reallocated to other accruals.
EXHIBIT INDEX
3.1. Articles of Incorporation of the Company, as amended, filed as Exhibit
3.1 of the Company's Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
3.2. By-Laws of the Company, as amended, filed as Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.
*10.1. Wells-Gardner Electronics Corporation Amended and Restated Incentive
Stock Plan, as amended, filed as Appendix A to the Company's Proxy Statement for
Annual Meeting of Shareholders held on April 23, 1995, and incorporated herein
by reference.
10.2. Sales Representative Agreement among the Company, James Industries, Inc.
and James J. Roberts Jr. dated February 29, 1996
*10.3. Amended Employment Agreement dated February 29, 1996 between the
Company and Anthony Spier.
10.4. License Agreement dated January 1, 1995, between the Company and
RCA Corporation.
*10.5. Employment contract dated June 12, 1989, between the Company and Larry
Mahl, filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989, and incorporated herein by reference.
*10.6. Employment contract dated April 26, 1994, between the
Company and Randall S. Wells, filed as Exhibit 10.2 of the Company's Form 10-Q
dated June 30, 1994, and incorporated herein by reference.
10.7. Agreement dated July 1, 1995, between the Company and Local 1031,
I.B.E.W., AFL-CIO.
*10.8. Employment contract dated April 26, 1994, between the Company and
Richard L. Conquest, filed as Exhibit 10.3 of the Company's Form 10-Q dated June
30, 1994 and incorporated herein by reference.
*10.9. Wells-Gardner Electronics Corporation Employee 401K Plan dated January
1, 1990, and Amendment 1 dated February 11, 1992, and Amendment 2 dated January
20, 1994, filed as Exhibit 10.10 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, and incorporated herein by reference.
10.11. Voting Rights Agreement dated February 29, 1996, among the Company,
Albert S. Wells, Jr., Randall S. Wells, Anthony Spier, Allan Gardner, John R.
Blouin, James Industries, Inc., and James J. Roberts, Jr., individually and as
Trustee of James J. Roberts, Trust, UTA dated December 23, 1991.
*10.12. Wells-Gardner Electronics Corporation 1996 Nonemployee Director Plan,
filed as Annex A to the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 23, 1996, and incorporated herein by reference.
13. Certain portions of the Company's Annual Report to Shareholders for the
year ended December 31, 1995, as specified in Part I and II hereof to be
incorporated by reference in this Annual Report on Form 10-K.
23. Accountants' consent.
27. Financial Data Schedule
*Management contract or compensatory plan or arrangement.